Form 4: SunOpta Inc. Executive Sells Shares in Acquisition

SunOpta Inc. CFO Greg Gaba reports changes in beneficial ownership following the company's acquisition by Pegasus BidCo B.V.

Summary

• Greg Gaba, CFO of SunOpta Inc., has reported changes in his beneficial ownership of company securities.
• These changes are a result of the acquisition of SunOpta Inc. by Pegasus BidCo B.V. (Parent) and 2786694 Alberta Ltd. (Purchaser) via a court-approved statutory plan of arrangement.
• Effective May 1, 2026, all outstanding common shares were acquired for $6.50 per share in cash, less applicable withholdings.
• Gaba's holdings in Restricted Stock Units (RSUs), Performance Stock Units (PSUs), and Stock Options were surrendered for cash payments based on the acquisition price and exercise prices.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports on the execution of an acquisition and the resulting changes in beneficial ownership for an executive, rather than new operational or financial performance data.

Positives

• The acquisition by Pegasus BidCo B.V. provides a cash payout of $6.50 per share to shareholders, including those holding RSUs and PSUs.
• Stock options with an exercise price below $6.50 per share resulted in a cash payment equal to the difference between the consideration and the exercise price.

Negatives

• Stock options with an exercise price greater than or equal to $6.50 per share were cancelled without any consideration.
• Performance Stock Units not entitled to consideration in the arrangement were cancelled without any consideration.

Risks

• Potential for unexercised stock options or unvested RSUs/PSUs to be cancelled without value if their terms do not align with the acquisition agreement.
• The acquisition itself represents a change in control and potential delisting from public markets, impacting future liquidity and investment opportunities for stakeholders.

Future Outlook

The filing primarily details transactions related to a completed acquisition, not forward-looking operational guidance for SunOpta Inc. as an independent entity. Future outlook is now tied to the acquiring entity, Pegasus BidCo B.V.

Management Comments

• Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
• Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
• Each stock option held by the reporting person was surrendered for, subject to any withholding, a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects a significant corporate event, the acquisition of SunOpta Inc., which is common in the food and beverage or agribusiness sectors as companies consolidate or are acquired by private equity or strategic buyers.

Stakeholder Impact

• Shareholders: Received $6.50 per share in cash for their common stock.
• RSU and PSU Holders: Received cash consideration based on the $6.50 per share acquisition price for underlying shares, with some units cancelled without consideration.
• Stock Option Holders: Received cash consideration for options where the exercise price was below $6.50 per share; options with exercise prices at or above $6.50 were cancelled without consideration.
• Employees: May experience changes in employment terms or roles under the new ownership of Pegasus BidCo B.V.

Next Steps

• The acquisition of SunOpta Inc. by Pegasus BidCo B.V. has been completed.
• Shareholders and option holders have received cash consideration or had their instruments cancelled as per the arrangement agreement.

Key Dates

Keywords

SunOpta Inc., STKL, Form 4, Beneficial Ownership, Acquisition, Merger, CFO, Greg Gaba, Pegasus BidCo B.V., Restricted Stock Units, Performance Stock Units, Stock Options, SEC Filing