SunOpta (NASDAQ: STKL) counsel exercises PSUs; shares withheld for tax

Rhea-AI Filing Summary

SunOpta Inc. General Counsel Christopher McCullough exercised performance-based equity awards and had shares withheld for taxes. On 2026-03-24, he exercised 11,747 Performance Stock Units, receiving the same number of Common Shares at an exercise price of $0.00 per share. To cover income tax withholding on the vesting, 5,584 Common Shares were withheld by the company at a price of $6.47 per share, which is treated as a tax-withholding disposition, not an open-market sale. After these transactions, he directly owned 17,234 Common Shares, a figure that includes 1,141 shares purchased earlier through the company’s Employee Stock Purchase Plan that had not been previously reported.

Insights

Insider transactions analyst

Routine PSU vesting with tax withholding; net share increase.

Christopher McCullough, General Counsel of SunOpta Inc., exercised 11,747 Performance Stock Units into the same number of Common Shares at $0.00. This is a compensation-related derivative exercise, not an open-market purchase.

The filing also shows a code F transaction where 5,584 shares were withheld at $6.47 to satisfy tax obligations tied to the vesting. Such tax-withholding dispositions do not indicate discretionary selling pressure, since no shares were sold into the market.

Following these events, McCullough directly holds 17,234 Common Shares, which includes 1,141 shares acquired earlier via the Employee Stock Purchase Plan and first reported here. With no remaining derivatives listed and a net increase in stock ownership, this filing reflects standard equity compensation mechanics rather than a signal-driven trade.

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
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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)
03/24/2026

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	03/24/2026		M		11,747	A	(1)	22,818(3)	D
Common Shares	03/24/2026		F		5,584	D	$6.47(2)	17,234	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
Performance Stock Units	(1)	03/24/2026		M			11,747	03/24/2026	03/24/2026	Common Shares	11,747	$0	0	D

Explanation of Responses:

1. Each Performance 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 PSUs.

3. This figure includes 1141 shares of common stock purchased through the Company's Employee Stock Purchase Plan that was not previously reported.

	/s/ Brett Koch attorney-in-fact	03/26/2026
	** 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)

FAQ

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

Christopher McCullough reported exercising 11,747 Performance Stock Units into 11,747 Common Shares at $0.00 per share. The filing also shows shares withheld to cover taxes and updates his total direct holdings after the transactions.

How many SunOpta (STKL) shares did the General Counsel acquire and how many were withheld for taxes?

He acquired 11,747 Common Shares through the exercise of Performance Stock Units. Of those, 5,584 shares were withheld by the company at $6.47 per share to satisfy income tax withholding obligations related to the vesting of those units.

Is the SunOpta (STKL) Form 4 transaction an open-market sale by the General Counsel?

No, the filing does not show an open-market sale. The only disposition is a tax-withholding event, where 5,584 shares were withheld by the company to cover income tax obligations arising from the vesting of the Performance Stock Units.

What are the General Counsel’s SunOpta (STKL) share holdings after these Form 4 transactions?

After the reported transactions, Christopher McCullough directly owns 17,234 Common Shares of SunOpta. This total includes 1,141 shares previously purchased through the company’s Employee Stock Purchase Plan that had not been reported before this Form 4 filing.

What do the Performance Stock Units (PSUs) in the SunOpta (STKL) Form 4 represent?

Each Performance Stock Unit represents a contingent right to receive one share of SunOpta common stock. When vesting conditions are met, the PSUs convert into Common Shares, as shown by the 11,747 units exercised in this Form 4 filing.

Did the SunOpta (STKL) Form 4 disclose any previously unreported share purchases?

Yes. A footnote explains that the post-transaction total includes 1,141 Common Shares bought earlier through the Employee Stock Purchase Plan. Those ESPP purchases were not previously reported and are now reflected in the updated ownership figure.