SunOpta counsel exercises RSUs, shares withheld for tax

SunOpta Inc. General Counsel Christopher McCullough exercised restricted stock units and settled related taxes using shares.

Rhea-AI Filing Summary

SunOpta Inc. General Counsel Christopher McCullough exercised restricted stock units and settled related taxes using shares. On April 14, 2026, he converted 17,147 Restricted Stock Units into the same number of common shares. The company then withheld 7,820 common shares at $6.48 per share to satisfy income tax withholding obligations, which is recorded as a disposition but not an open-market sale. After these transactions, McCullough directly owned 29,428 common shares. Footnotes state each RSU represents one share, the RSUs vest in three equal annual installments beginning on April 14, 2026 subject to continued employment, and they do not have an expiration date.

Insider Trade Summary

17,147 shares exercised/converted

Exercise 3 txns

Insider McCullough Christopher

Role General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	17,147	$0.00	$0.00
Exercise	Common Shares	17,147	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	7,820	$6.48	$51K

Holdings After Transaction: Restricted Stock Units — 34,293 contracts (Direct); Common Shares — 29,428 shares (Direct)

Footnotes (4)

1. F1. Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
2. F2. This line item reflects the deemed disposition of shares withheld by the Company to satisfy income tax withholding requirements in connection with the vesting of the RSUs.
3. F3. The Restricted Stock Units vest in three equal annual installments beginning on April 14, 2026, subject to the continued employment of the reporting person through each such vesting date.
4. F4. The Restricted Stock Units do not have an expiration date.

Key Figures

RSUs converted: 17,147 units Shares withheld for tax: 7,820 shares Tax withholding price: $6.48 per share +3 more

6 metrics

RSUs converted 17,147 units Restricted Stock Units exercised into common shares on April 14, 2026

Shares withheld for tax 7,820 shares Common shares withheld to satisfy income tax at $6.48 per share

Tax withholding price $6.48 per share Value used for 7,820 shares withheld for income taxes

Shares owned after transactions 29,428 shares Directly owned SunOpta common shares following April 14, 2026 entries

RSU-to-share ratio 1:1 Each Restricted Stock Unit represents one SunOpta common share

RSU vesting schedule 3 annual installments Vesting begins April 14, 2026, subject to continued employment

Key Terms

Restricted Stock Units, tax withholding, derivative security, vesting, +1 more

5 terms

Restricted Stock Units financial

"Each Restricted Stock Unit represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding financial

"shares withheld by the Company to satisfy income tax withholding requirements"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting financial

"vest in three equal annual installments beginning on April 14, 2026"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

contingent right financial

"represents a contingent right to receive one share of STKL common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SunOpta (STKL) General Counsel Christopher McCullough report in this Form 4?

Christopher McCullough reported exercising 17,147 Restricted Stock Units into an equal number of SunOpta common shares. The company then withheld 7,820 of those shares to cover income tax withholding obligations, leaving him with 29,428 directly owned common shares afterward.

How many SunOpta (STKL) shares were involved in McCullough’s RSU exercise and tax withholding?

He converted 17,147 Restricted Stock Units into 17,147 common shares of SunOpta. Of these, 7,820 shares were withheld by the company at $6.48 per share to satisfy tax obligations, resulting in 29,428 common shares held directly after the transactions.

Is the tax-related share disposition in the SunOpta (STKL) Form 4 an open-market sale?

No, the disposition is not an open-market sale. The 7,820 SunOpta common shares were withheld by the company to satisfy income tax withholding requirements related to RSU vesting, a routine tax-settlement mechanism rather than a discretionary sale into the market.

What is the vesting schedule for Christopher McCullough’s SunOpta (STKL) Restricted Stock Units?

The Restricted Stock Units vest in three equal annual installments beginning on April 14, 2026. Vesting is contingent on McCullough’s continued employment with SunOpta through each vesting date, and the RSUs do not have an expiration date according to the footnotes.

How many SunOpta (STKL) common shares does McCullough own after these Form 4 transactions?

Following the RSU conversion and tax withholding, Christopher McCullough directly owns 29,428 SunOpta common shares. This figure reflects his position after exercising 17,147 RSUs and the company withholding 7,820 shares for income tax obligations.

What does each SunOpta (STKL) Restricted Stock Unit represent in McCullough’s Form 4?

Each Restricted Stock Unit represents a contingent right to receive one share of SunOpta common stock. As RSUs vest according to their schedule, they convert into common shares, which can then be subject to tax withholding as described in the Form 4 footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 01:03 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McCullough Christopher

(Last) (First) (Middle)

7078 SHADY OAK ROAD

(Street)

EDEN PRAIRIE MINNESOTA 55344

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SunOpta Inc. [ STKL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	04/14/2026		M		17,147	A	(1)	37,248	D
Common Shares	04/14/2026		F		7,820(2)	D	$6.48	29,428	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	04/14/2026		M			17,147	(3)	(4)	Common Shares	17,147	$0.00	34,293	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.

2. This line item reflects the deemed disposition of shares withheld by the Company to satisfy income tax withholding requirements in connection with the vesting of the RSUs.

3. The Restricted Stock Units vest in three equal annual installments beginning on April 14, 2026, subject to the continued employment of the reporting person through each such vesting date.

4. The Restricted Stock Units do not have an expiration date.

	/s/ Brett Koch, attorney-in-fact	04/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)