SunOpta (STKL) withdraws registered shares after May 1, 2026 acquisition

Rhea-AI Filing Summary

SunOpta Inc. files Post-Effective Amendments to remove from registration up to 6,089,331 and 20,726,126 common shares that had been covered by two Form S-3 registration statements. The company states these deregistrations follow Purchaser’s acquisition of all issued and outstanding common shares on May 1, 2026 pursuant to the Arrangement Agreement, and that any unsold securities under those registration statements are being withdrawn and removed from registration.

The amendments reflect termination of the resale offerings under Registration Statements No. 333-270313 and No. 333-253840 after completion of a court-approved statutory plan of arrangement under the Canada Business Corporations Act.

Insights

Securities Attorney

Deregistration follows a court-approved acquisition and removes remaining resale registration overhang.

The filing states that, after the Arrangement Agreement and a court-approved statutory plan of arrangement, the Registrant terminated and is removing any unsold securities from Registration Statements No. 333-270313 and No. 333-253840.

Key legal items to note include the mechanic of post-effective amendments under Form S-3 and the explicit reference to the court-approved arrangement dated May 1, 2026; subsequent filings may reflect related transfer-of-control mechanics or beneficial ownership updates.

Corporate Finance Analyst

The amendments eliminate registered resale capacity tied to prior selling holders after a change of control.

The filing identifies two registered resale amounts: 6,089,331 and 20,726,126 common shares associated with Registration Statements No. 333-270313 and No. 333-253840, respectively. These amounts are being removed to the extent unsold as of the stated acquisition date.

From a capital-structure perspective, the deregistration reduces potential near-term resale overhang from those registration statements; cash-flow treatment and any post-closing holdings are not detailed in the excerpt.

Key Figures

Registration No. 333-270313 shares: 6,089,331 shares Registration No. 333-253840 shares: 20,726,126 shares Acquisition closing date: May 1, 2026

3 metrics

Registration No. 333-270313 shares 6,089,331 shares resale registration (filed March 7, 2023)

Registration No. 333-253840 shares 20,726,126 shares resale registration (filed March 3, 2021)

Acquisition closing date May 1, 2026 Purchaser acquired all issued and outstanding common shares

Key Terms

Post-Effective Amendment, Form S-3, court-approved statutory plan of arrangement

3 terms

Post-Effective Amendment regulatory

"These Post-Effective Amendments (these “Post-Effective Amendments”) filed by SunOpta Inc."

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-3 regulatory

"Registration Statement No. 333-270313, filed with the U.S. Securities Exchange Commission"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

court-approved statutory plan of arrangement legal

"by way of a court-approved statutory plan of arrangement under the Canada Business Corporations Act"

As filed with the Securities and Exchange Commission on May 1, 2026

Registration No. 333-270313

Registration No. 333-253840

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 REGISTRATION STATEMENT NO. 333-270313

FORM S-3 REGISTRATION STATEMENT NO. 333-253840

UNDER

THE SECURITIES ACT OF 1933

SunOpta Inc.

(Exact name of Registrant as specified in its charter)

Canada		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7078 Shady Oak Road

Eden Prairie, Minnesota 55344

(Address of principal executive offices) (Zip Code)

		Copy to:
Greg Gaba Chief Financial Officer 7078 Shady Oak Road Eden Prairie, MN 55344 (952) 820-2518		Eric Zhi Simpson Thacher & Bartlett LLP 1000 Main Street, Suite 2900 Houston, TX 77002 (713) 423-8732
(Name, address and telephone number including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

Not applicable. 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) filed by SunOpta Inc. (the “Registrant”) relate to the following registration statements on Form S-3 (together, the “Registration Statements”):

1. Registration Statement No. 333-270313, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 7, 2023, relating to the resale of up to 6,089,331 common shares, no par value, of the Registrant (the “Common Shares”) by a selling security holder; and

2. Registration Statement No. 333-253840, filed with the Commission on March 3, 2021, relating to the resale of up to 20,726,126 Common Shares by a selling security holder.

On May 1, 2026, pursuant to the Arrangement Agreement, dated February 6, 2026 (the “Arrangement Agreement”) by and among the Registrant, Pegasus BidCo B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Parent”), and 2786694 Alberta Ltd., a corporation formed under the laws of the Province of Alberta and a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser acquired all of the issued and outstanding common shares of the Company, including the common shares issuable on the exchange of the Company’s issued and outstanding shares of Series B-1 Preferred Stock, by way of a court-approved statutory plan of arrangement under the Canada Business Corporations Act. As a result of the transactions contemplated by the Arrangement Agreement, the Registrant has terminated any and all offerings and sales of securities pursuant to the Registration Statements, in each case to the extent not previously terminated or expired. In accordance with the undertakings made by the Registrant in each of the Registration Statements, to the extent not previously terminated or expired, to remove from registration, by means of a post-effective amendment, any of the securities of the Registrant registered under such Registration Statement which remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities registered under the Registration Statements that remain unsold under the Registration Statements as of the date hereof, if any.

To the extent any Registration Statement has not previously been terminated or expired, the Registrant is filing these Post-Effective Amendments to withdraw and remove from registration any securities registered pursuant to the Registration Statements that remain unsold as of the date hereof. To the extent any Registration Statement has not previously been terminated or expired, such Registration Statement is hereby amended, as appropriate, to reflect the deregistration of any such securities. After giving effect to these Post-Effective Amendments, to the extent any securities were registered and remained unsold under the Registration Statements as of the date hereof, such securities will be deregistered, and no securities will remain registered by the Registrant pursuant to the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Eden Prairie, Minnesota, on May 1, 2026.

SUNOPTA INC.
By:		/s/ Greg Gaba
		Name: Greg Gaba
		Title: Chief Financial Officer

Pursuant to Rule 478 under the Securities Act of 1933, no other person is required to sign these Post-Effective Amendments.

FAQ

What did SunOpta (STKL) deregister?

SunOpta removed registration for up to 6,089,331 and 20,726,126 common shares. The Post-Effective Amendments withdraw any unsold securities under the two identified Form S-3 registration statements.

Why is SunOpta withdrawing the registered shares (STKL)?

The withdrawal follows completion of an acquisition under an Arrangement Agreement. Purchaser acquired all issued and outstanding common shares by a court-approved statutory plan of arrangement on May 1, 2026.

Which registration statements are affected for SunOpta (STKL)?

Registration Statements No. 333-270313 and No. 333-253840 are amended. Each related resale offering is being terminated and any remaining unsold shares are removed from registration.

Does the filing state who acquired SunOpta (STKL)?

Yes. The filing names Pegasus BidCo B.V. as Parent and 2786694 Alberta Ltd. as Purchaser, which acquired the Company pursuant to the Arrangement Agreement dated February 6, 2026 and closed on May 1, 2026.

Will any registered shares remain after these amendments for SunOpta (STKL)?

After these Post-Effective Amendments, the Registrant states that no securities will remain registered under the identified Registration Statements to the extent any were unsold as of the date hereof.