Oaktree backs SunOpta (STKL) takeover and updates 19.99% equity stake

Rhea-AI Filing Summary

SunOpta Inc. major holder Oaktree has updated its Schedule 13D to report beneficial ownership of 24,376,032 common shares, representing 19.99% of the class, based on 118,216,917 shares outstanding as of October 31, 2025. This stake includes common shares directly held and common shares issuable upon exchange of Series B-1 Preferred Stock held by Oaktree funds, subject to stated exchange caps.

The filing notes that Brookfield Corporation and Partners Trust now report zero beneficial ownership and are no longer over 5% holders. Oaktree funds have entered voting and support agreements to vote all of their SunOpta shares, and consent to the exchange of their Series B-1 Preferred Stock, in favor of an arrangement under which an affiliate of Pegasus BidCo B.V. will acquire all outstanding SunOpta common shares. The amendment also discloses that an Oaktree affiliate settled an SEC investigation into beneficial ownership reporting with a $375,000 penalty and a cease-and-desist order.

Insights

Securities and M&A Analyst

Oaktree affirms a near-20% SunOpta stake and contractually supports a full-company acquisition.

The amendment shows Oaktree entities beneficially own 24,376,032 SunOpta common shares, or 19.99%, based on 118,216,917 shares outstanding as of October 31, 2025. This includes both directly held common shares and common shares issuable from Series B-1 Preferred Stock, within defined exchange caps.

Oaktree funds have signed voting and support agreements to vote all of their SunOpta shares, and consent to the exchange of their Series B-1 Preferred Stock, in favor of an arrangement where Purchaser will acquire all outstanding common shares. This indicates committed support from a major holder for the proposed transaction.

The filing also notes that Brookfield Corporation and Partners Trust no longer beneficially own more than five percent of SunOpta shares, and that an Oaktree affiliate settled an SEC investigation regarding Sections 13(d) and 16(a) reporting with a $375,000 penalty and a cease-and-desist order. These disclosures clarify the evolving shareholder base and compliance backdrop.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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)

02/06/2026

(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).

SCHEDULE 13D

CUSIP No. 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 20,354,660.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 20,354,660.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

20,354,660.00

12

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

13

Percent of class represented by amount in Row (11)

16.69 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 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 4,021,372.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,021,372.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,021,372.00

12

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

13

Percent of class represented by amount in Row (11)

3.30 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 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 24,376,032.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 24,376,032.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

24,376,032.00

12

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

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 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 24,376,032.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 24,376,032.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

24,376,032.00

12

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

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 8676EP108

1

Name of reporting person

Brookfield Corporation

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

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 No. 8676EP108

1

Name of reporting person

BAM Partners Trust

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

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. 11 ("Amendment No. 11") 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. 10 (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 2.	Identity and Background
(e)	Item 2(e) is hereby amended and restated in its entirety as follows: On September 25, 2024, the SEC accepted an offer by Oaktree Capital Management L.P., an affiliate of the Reporting Persons, to resolve an investigation involving Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rules 13d-2 and 16a-3 thereunder, which require certain investors that beneficially own the registered equity securities of a public company to file reports with the SEC of their beneficial ownership in the equity of the company, including changes in their beneficial ownership, within specified timeframes. Oaktree Capital Management L.P. cooperated immediately and fully with the SEC's investigation, and, without admitting or denying the SEC's findings, in a settled proceeding agreed to cease and desist from committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder and to pay a $375,000 penalty.
Item 4.	Purpose of Transaction
	The information set forth in Item 6 of the Schedule 13D is incorporated by reference into this Item 4.
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 (7) and (13) of the cover pages hereto is incorporated by reference into this Item 5(a) and is as of the date hereof. Such beneficial ownership information is based on 118,216,917 shares of common stock outstanding as of October 31, 2025 as reported in the Issuer's Form 10-Q, filed with the SEC on November 5, 2025 (the "10-Q") and, except as otherwise noted, assumes the exchange of Series B-1 Preferred Stock beneficially owned by each Reporting Person, as applicable, into Common Shares (subject in all cases to the Series B-1 Exchange Caps to which the Oaktree Funds are subject, and described more fully in Item 5 of Amendment 6 to this Schedule 13D). The reported securities include 17,241,579 Common Shares directly held by Organics and 3,410,233 Common Shares directly held by OHIF II LP. In addition, the shares of Series B-1 Preferred Stock held by Organics and OHIF II LP are currently exchangeable into an aggregate of 3,113,081 and 611,139, respectively, of Common Shares (after giving effect to the Series B-1 Exchange Caps). Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of any of the Common Shares referred to herein for purposes of the Act, or for any other purpose.
(b)	The information set forth in Item 5(a) of the Schedule 13D is incorporated by reference into this Item 5(b).
(c)	The information set forth in Item 6 of the Schedule 13D is incorporated by reference into this Item 5(c).
(d)	Not Applicable.
(e)	Item 5(e) of the Schedule 13D is hereby amended and restated as follows: Brookfield Corporation and BAM (the "Brookfield Reporting Persons"), which previously reported together with the Oaktree Reporting Persons set forth in the Schedule 13D (the "Oaktree Reporting Persons"), have been determined to no longer act together with the Oaktree Reporting Persons, and therefore have ceased to be the beneficial owners of more than five percent of the securities covered by this Amendment No. 11.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Voting and Support Agreements In connection with the Issuer's entry into an Arrangement Agreement with Pegasus BidCo B.V. ("Parent") and 2786694 Alberta Ltd. ("Purchaser"), pursuant to which Purchaser will acquire all of the Issuer's outstanding Common Shares in a court-approved statutory arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement"), the Oaktree Funds entered into a voting and support agreement (the "Oaktree Voting and Support Agreement") with, among others, Parent and Purchaser, pursuant to which the Oaktree Funds have agreed to, among other things, vote all the Common Shares beneficially owned or controlled by them in favor of the Arrangement and consent to the exchange of all the Series B-1 Preferred Stock beneficially owned by them in accordance with the plan of arrangement in respect of the Arrangement. In addition, each of the directors and officers of the Issuer, including those directors affiliated with Oaktree Capital Management, L.P. ("Oaktree"), entered into a voting and support agreement (together with the Oaktree Voting and Support Agreement, the "Voting and Support Agreements") with Parent and Purchaser pursuant to which they have agreed to, among other things, vote all the Common Shares beneficially owned or controlled by them in favor of the Arrangement. The foregoing summaries of the Voting and Support Agreements do not purport to be complete and are qualified in their entirety by, the full text of: (1) the form of Oaktree Voting and Support Agreement, which is attached hereto as Exhibit 11 and incorporated herein by reference and (2) the form of the Voting and Support Agreement with directors of the Issuer who are Oaktree designated directors, which is attached hereto as Exhibit 12 and incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented to add the following exhibits: Exhibit 11 Form of Oaktree Voting and Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 6, 2026). Exhibit 12 Form of Voting and Support Agreement with directors (Oaktree designees) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 6, 2026).

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:	Managing Director
Date:	02/10/2026

Oaktree Huntington Investment Fund II, L.P.

Signature:	/s/ Zachary Serebrenik
Name/Title:	Managing Director
Date:	02/10/2026

Oaktree Capital Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	02/10/2026

Oaktree Capital Group Holdings GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	02/10/2026

Brookfield Corporation

Signature:	/s/ Swati Mandava
Name/Title:	Swati Mandava / Managing Director, Legal & Regulatory
Date:	02/10/2026

BAM Partners Trust

Signature:	/s/ Kathy Sarpash
Name/Title:	Kathy Sarpash / Secretary
Date:	02/10/2026

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. BAM PARTNERS TRUST, By: BAM Class B Partners Inc. Its: Trustee.

FAQ

How much of SunOpta (STKL) does Oaktree now beneficially own?

Oaktree-related entities report beneficial ownership of 24,376,032 SunOpta common shares, representing 19.99% of the class. This is based on 118,216,917 shares outstanding as of October 31, 2025, and includes common shares issuable from Series B-1 Preferred Stock within exchange caps.

What change did Brookfield report in its SunOpta (STKL) ownership?

Brookfield Corporation now reports beneficial ownership of 0 SunOpta common shares, or 0% of the class. The filing states Brookfield and related reporting persons no longer act together with the Oaktree reporting persons and have ceased to be beneficial owners of more than five percent of the securities.

What voting commitments did Oaktree make regarding the SunOpta (STKL) arrangement?

Oaktree funds entered a voting and support agreement to vote all SunOpta common shares they beneficially own or control in favor of the proposed arrangement. They also agreed to consent to the exchange of all Series B-1 Preferred Stock they beneficially own according to the plan of arrangement terms described.

What is the proposed transaction involving SunOpta (STKL) described in this filing?

SunOpta entered an Arrangement Agreement with Pegasus BidCo B.V. and 2786694 Alberta Ltd. Under this court-approved statutory arrangement, Purchaser will acquire all outstanding SunOpta common shares. Oaktree funds and certain directors and officers agreed to support the transaction through voting and support agreements.

What SEC settlement involving an Oaktree affiliate is disclosed in the SunOpta (STKL) filing?

The filing notes that on September 25, 2024, the SEC accepted an offer from Oaktree Capital Management L.P. to resolve an investigation into Sections 13(d) and 16(a) reporting. Without admitting or denying findings, the firm agreed to a cease-and-desist order and to pay a $375,000 civil penalty.

How many SunOpta (STKL) shares are directly held by Oaktree’s funds?

The reported securities include 17,241,579 SunOpta common shares directly held by Oaktree Organics, L.P. and 3,410,233 common shares directly held by Oaktree Huntington Investment Fund II, L.P. Additional common shares are issuable from Series B-1 Preferred Stock held by these entities, subject to exchange caps.