SunOpta (NASDAQ: STKL) taken private at $6.50 cash per share

Rhea-AI Filing Summary

SunOpta Inc. is being taken private, and Oaktree-affiliated funds now report owning no shares. An amended Schedule 13D/A shows that, at the May 1, 2026 closing of an Arrangement, each common share of SunOpta was transferred to a purchaser for $6.50 in cash. Each share of Series B-1 Preferred Stock was exchanged into common shares using a 405.9555467-to-1 exchange rate, and each issued and outstanding Special Share, Series 2 was cancelled with no payment. After closing, SunOpta’s common shares ceased trading on NASDAQ and the company became privately held. The reporting Oaktree entities now disclose 0 shares and 0% beneficial ownership.

Insights

Equity ownership & M&A specialist

SunOpta is taken private at $6.50 per share, eliminating Oaktree’s reported stake.

The amendment describes the closing of an Arrangement under which each SunOpta common share was transferred to a purchaser for $6.50 in cash. Series B-1 Preferred Stock converted into common shares at a fixed 405.9555467 exchange rate before that cash-out.

Each Special Share, Series 2 was cancelled without payment, and SunOpta’s common shares ceased trading on NASDAQ, making the issuer privately held. Oaktree-related reporting entities now show 0 shares and 0% beneficial ownership, confirming their exit as a reporting shareholder after the transaction’s completion.

Key Figures

Cash consideration per common share: $6.50 per share Series B-1 exchange rate: 405.9555467 common shares per preferred share Oaktree beneficial ownership: 0.00 shares +2 more

5 metrics

Cash consideration per common share $6.50 per share Consideration for each SunOpta common share at Arrangement closing

Series B-1 exchange rate 405.9555467 common shares per preferred share Exchange rate for Series B-1 Preferred Stock into common shares

Oaktree beneficial ownership 0.00 shares Aggregate amount beneficially owned by each reporting person after closing

Oaktree ownership percentage 0% Percent of SunOpta common class represented by Oaktree’s holdings post-closing

Arrangement closing date May 1, 2026 Date the transactions contemplated by the Arrangement were consummated

Key Terms

Series B-1 Preferred Stock, Special Share, Series 2, beneficially own, Arrangement, +1 more

5 terms

Series B-1 Preferred Stock financial

"each share of Series B-1 Preferred Stock was transferred to the Issuer in exchange"

Special Share, Series 2 financial

"each issued and outstanding Special Share, Series 2 was cancelled without any payment"

beneficially own regulatory

"After giving effect to Closing, the Reporting Persons ceased to beneficially own any Issuer securities."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Arrangement regulatory

"In connection with consummation on May 1, 2026, of the transactions contemplated by the Arrangement"

An arrangement is a formal agreement or structured plan between two or more parties that spells out who will do what, when, and under what conditions for a transaction or ongoing relationship. For investors it matters because arrangements set the practical rules that drive cash flow, ownership, risk and timing—like a blueprint or recipe for how a deal will play out—so understanding them helps predict a company’s future value and potential surprises.

privately-held company financial

"Following Closing, the Common Shares ceased to be listed or traded on NASDAQ, and the Issuer became a privately-held company."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

SunOpta Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

8676EP108

(CUSIP Number)

Richard Ting
Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor
Los Angeles, CA, 90071
(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 8676EP108

1

Name of reporting person

Oaktree Organics, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 8676EP108

1

Name of reporting person

Oaktree Huntington Investment Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 8676EP108

1

Name of reporting person

Oaktree Capital Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 8676EP108

1

Name of reporting person

Oaktree Capital Group Holdings GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: SunOpta Inc.
(c)	Address of Issuer's Principal Executive Offices: 7078 SHADY OAK ROAD, EDEN PRAIRIE, MINNESOTA , 55344.
Item 1 Comment: This Amendment No. 12 ("Amendment No. 12") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on October 17, 2016, as amended by Amendment No. 1 through Amendment No. 11 (as so amended, the "Schedule 13D"). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplement to add the following at the end thereof: In connection with consummation on May 1, 2026, of the transactions contemplated by the Arrangement ("Closing"): (i) each share of Series B-1 Preferred Stock was transferred to the Issuer in exchange for the number of Common Shares calculated by multiplying the number of shares of Series B-1 Preferred Stock by 405.9555467 (being the exchange rate of the Series B-1 Preferred Stock contemplated by their terms); (ii) each Common Share was transferred to Purchaser for consideration of $6.50 in cash and (iii) each issued and outstanding Special Share, Series 2 was cancelled without any payment in respect thereof. Following Closing, the Common Shares ceased to be listed or traded on NASDAQ, and the Issuer became a privately-held company.
Item 5.	Interest in Securities of the Issuer
(a)	The information relating to the beneficial ownership of Common Shares by each of the Reporting Persons set forth in rows (11) and (13) of the cover pages hereto is incorporated by reference into this Item 5(a).
(b)	The information relating to the beneficial ownership of Common Shares by each of the Reporting Persons set forth in rows (7) through (10) of the cover pages hereto is incorporated by reference into this Item 5(b).
(c)	The information set forth in Item 4 hereof is incorporated by reference into this Item 5(c).
(d)	Not Applicable.
(e)	After giving effect to Closing, the Reporting Persons ceased to beneficially own any Issuer securities.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Oaktree Organics, L.P.

Signature:	/s/ Zachary Serebrenik
Name/Title:	Zachary Serebrenik / Managing Director
Date:	05/05/2026

Oaktree Huntington Investment Fund II, L.P.

Signature:	/s/ Zachary Serebrenik
Name/Title:	Zachary Serebrenik / Managing Director
Date:	05/05/2026

Oaktree Capital Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	05/05/2026

Oaktree Capital Group Holdings GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	05/05/2026

Comments accompanying signature:

OAKTREE ORGANICS, L.P., By: Oaktree Fund GP, LLC Its: General Partner, By: Oaktree Fund GP I, L.P. Its: Managing Member. OAKTREE HUNTINGTON INVESTMENT FUND II, L.P., By: Oaktree Huntington Investment Fund II GP, L.P. Its: General Partner, By: Oaktree Fund GP, LLC Its: General Partner, By: Oaktree Fund GP, I, L.P. Its: Managing Member.

FAQ

What does the Schedule 13D/A Amendment No. 12 for SunOpta (STKL) disclose?

It discloses that an Arrangement closed on May 1, 2026, under which each SunOpta common share was transferred to a purchaser for $6.50 in cash. Following this closing, SunOpta became a privately held company and its common shares stopped trading on NASDAQ.

At what price were SunOpta (STKL) common shares cashed out in the transaction?

Each SunOpta common share was transferred to the purchaser for $6.50 in cash at the closing of the Arrangement. This cash consideration applied to all issued and outstanding common shares as part of the go-private transaction described in the amended Schedule 13D/A.

What happened to SunOpta’s Series B-1 Preferred Stock in this Arrangement?

Each share of Series B-1 Preferred Stock was transferred to SunOpta in exchange for common shares. The number of common shares was calculated by multiplying each preferred share by 405.9555467, the exchange rate contemplated by the terms of the Series B-1 Preferred Stock.

What was the treatment of SunOpta Special Share, Series 2 in the transaction?

Each issued and outstanding Special Share, Series 2 was cancelled without any payment. Holders of these Special Shares, Series 2, therefore did not receive cash or other consideration in connection with the Arrangement’s closing, according to the amended ownership filing.

Does Oaktree still beneficially own any SunOpta (STKL) securities after the closing?

No. The reporting Oaktree entities each report 0 shares and 0% beneficial ownership after giving effect to the closing. Rows 7–11 and 13 of their cover pages show zero voting power, zero dispositive power, and a zero aggregate amount of SunOpta common shares owned.

Is SunOpta (STKL) still traded on NASDAQ after this Arrangement?

No. Following the closing of the Arrangement, SunOpta’s common shares ceased to be listed or traded on NASDAQ. As a result, the issuer is now described as a privately held company, and its common equity is no longer available on public markets.