SunOpta (STKL) deregisters resale shares after Pegasus BidCo acquisition

Rhea-AI Filing Summary

SunOpta Inc. files Post-Effective Amendment No. 1 to deregister securities previously covered by Form S-3 Registration Statements Nos. 333-270313 and 333-253840. The amendments remove from registration any unsold Common Shares that remained under those registration statements after the closing of the Arrangement Agreement. Pursuant to the Arrangement Agreement dated February 6, 2026, 2786694 Alberta Ltd., a wholly owned subsidiary of Pegasus BidCo B.V., acquired all issued and outstanding common shares of SunOpta by a court-approved statutory plan of arrangement. After these post-effective amendments, any unsold shares registered under the referenced registration statements are withdrawn and deregistered.

Insights

Corporate Transactions Attorney

Deregistration follows completion of a court-approved arrangement sale.

The filing formalizes removal of unsold resale shares tied to two Form S-3 registration statements after the Purchaser completed acquisition under the Arrangement Agreement dated February 6, 2026. The action reflects contractual undertakings in those registration statements to withdraw unsold securities upon termination.

Parties to watch in subsequent filings include any residual schedules of selling holders and any claims about outstanding registration obligations; timing is tied to the closing already described in the amendment.

Securities Compliance Analyst

Administrative cleanup: shelf resale registrations are being withdrawn.

The amendment cites Registration Nos. 333-270313 (up to 6,089,331 shares) and 333-253840 (up to 20,726,126 shares) as the registrations being removed to the extent unsold. This is a standard post-close deregulatory step following a change of control by way of a plan of arrangement.

Subsequent filings may show updated beneficial ownership tables or confirm that no registered shares remain; cash-flow treatment and proceeds details are not included in this excerpt.

Key Figures

Registration No. 333-270313: 6,089,331 shares Registration No. 333-253840: 20,726,126 shares Arrangement Agreement date: February 6, 2026 +1 more

4 metrics

Registration No. 333-270313 6,089,331 shares resale registration referenced in the amendment

Registration No. 333-253840 20,726,126 shares resale registration referenced in the amendment

Arrangement Agreement date February 6, 2026 date of the Arrangement Agreement among the parties

Amendment execution date May 1, 2026 date the post-effective amendments were signed

Key Terms

Post-Effective Amendment, Form S-3, plan of arrangement

3 terms

Post-Effective Amendment regulatory

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

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 on March 7, 2023 relating to the resale"

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.

plan of arrangement legal

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

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

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 in this Post-Effective Amendment?

The amendment withdraws any unsold Common Shares registered under Registration Nos. 333-270313 and 333-253840. It removes up to 6,089,331 and 20,726,126 Common Shares, respectively, to the extent they remained unsold.

Why did SunOpta file the post-effective amendment on May 1, 2026?

SunOpta filed the amendment because all issued and outstanding common shares were acquired under a court-approved plan of arrangement. The acquisition closed under the Arrangement Agreement dated February 6, 2026, triggering the withdrawal undertaking.

Who acquired SunOpta's common shares in the Arrangement Agreement?

Pegasus BidCo B.V. (Parent) and its wholly owned subsidiary 2786694 Alberta Ltd. (Purchaser) completed the acquisition of all issued and outstanding common shares by a court-approved statutory plan of arrangement.

Does this filing register any new securities or raise proceeds for SunOpta?

No. The filing withdraws and deregisters securities; it does not register new securities or state any proceeds to the company. The amendment implements the registrant's prior undertakings to remove unsold registered shares.

Which registration statements are affected and what were their original purposes?

Registration Statement No. 333-270313 related to resale of up to 6,089,331 Common Shares; No. 333-253840 related to resale of up to 20,726,126 Common Shares by selling security holders. Both were resale registrations for selling holders.