{"url_path":"/sec/stkl/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/351834/0001062993-26-002169-index.html","accession_number":"0001062993-26-002169","cik":"0000351834","ticker":"STKL","issuer_name":"SunOpta Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/351834/0001062993-26-002169-index.html","primary_entity_key":"0000351834","primary_entity_name":"SunOpta Inc."},"word_count":1359,"has_tables":true,"body_markdown":"SunOpta Inc.: Form 10-K/A - Filed by newsfilecorp.com\n\n0000351834\ntrue\nFY\n00-0000000\nZ4\n\n0000351834\n\n2024-12-29\n2026-01-03\n\n0000351834\n\n2026-01-03\n\n2024-12-29\n2026-01-03\n\n0000351834\n\nexch:XCXD\nus-gaap:CommonStockMember\n\n2024-12-29\n2026-01-03\n\n0000351834\n\nexch:XTSE\nus-gaap:CommonStockMember\n\n2024-12-29\n2026-01-03\n\n0000351834\n\n2025-06-27\n\n0000351834\n\n2026-02-27\n\nxbrli:shares\n\niso4217:USD\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**FORM 10-K/A**\n\n**(Amendment No. 1)**\n\n☒ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\nFor the fiscal year ended **January 3, 2026**\n\n☐ **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\nFor the transition period from    to     \n\n**Commission File No.\n001-34198**\n\n**SUNOPTA INC.**\n\n(Exact Name of Registrant as Specified in Its Charter)\n\n**CANADA**\n**Not Applicable**\n\n(Jurisdiction of Incorporation)\n(I.R.S. Employer Identification No.)\n\n**7078 Shady Oak Road**\n\n**Eden Prairie, Minnesota, 55344**\n\n(Address of Principal Executive Offices)\n\n**(952) 820-2518**\n\n(Registrant's telephone number, including area code)\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of each class\n\nTrading Symbol(s)\n\nName of each exchange on which registered\n\n**Common Shares**\n\n**STKL**\n\n**The Nasdaq Stock Market LLC**\n\n**Common Shares**\n\n**SOY**\n\n**Toronto Stock Exchange**\n\nSecurities registered pursuant Section to 12(g) of the Act: **None**\n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒\n\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒\n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐\n\nIndicate 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 definitions of \"large accelerated filer,\" \"accelerated filer,\" \"smaller reporting company,\" and \"emerging growth company\" in Rule 12b-2 of the Exchange Act.\n\nLarge accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐\n\nIf 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 13(a) of the Exchange Act. ☐\n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management' s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒  No ☐\n\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐\n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officer during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒\n\nAggregate market value of the common equity held by non-affiliates of the registrant, computed using the closing price of $5.87 as reported on the Nasdaq Global Select Market for the registrant's common shares on June 27, 2025, the last business day of the registrant's most recently completed second fiscal quarter, was $563.8 million. Common shares beneficially owned by Oaktree Fund GP, LLC and held by reporting directors and officers of the registrant have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.\n\nThe number of shares of the registrant's common stock outstanding as of February 27, 2026 was 118,358,568.\n\n**Documents Incorporated by Reference:** None\n\n**EXPLANATORY NOTE**\n\n                This Amendment No. 1 on Form 10-K/A (the \"Amendment\") amends the Annual Report on Form 10-K of SunOpta Inc. (\"we\", \"us\", \"our\", or the \"Company\") for the fiscal year ended January 3, 2026, filed with the Securities and Exchange Commission (the \"SEC\") on March 4, 2026 (the \"Original Form 10-K\"). We are filing this Amendment to include the information required by Part III, which was omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, since we will not file an annual general meeting definitive proxy statement within 120 days after our fiscal year ended January 3, 2026.\n\n                This Amendment amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Original Form 10-K and Item 15 of Part IV of the Original Form 10-K and includes certain exhibits as noted therein. The cover page of the Original Form 10-K is also amended to delete the reference to the incorporation by reference.\n\n                Except as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not modify, amend or update in any way any of the financial or other information contained in the Original Form 10-K. This Amendment does not reflect events occurring after the date of the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the filing of our Original Form 10-K.\n\n                Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), this Amendment also contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Terms used but not defined herein are as defined in our Original Form 10-K.\n\n                On February 6, 2026, we entered into an Arrangement Agreement (the \"Arrangement Agreement\") with Pegasus BidCo B.V. (\"Parent\"), a private company with limited liability incorporated under the laws of the Netherlands, and 2786694 Alberta Ltd., a corporation formed under the laws of the Province of Alberta and a wholly-owned subsidiary of Parent (\"Purchaser\" and together with Parent, \"Refresco\"), pursuant to which, on the terms and subject to the conditions set forth therein, Purchaser has agreed to acquire all of our issued and outstanding common shares, including the common shares issuable on the exchange of our 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* (the \"Arrangement\"). Pursuant to the Arrangement, at the closing, each of our issued and outstanding common shares will be transferred to Purchaser for consideration of $6.50 per share in cash, less applicable withholdings. The Arrangement is expected to close in the second quarter of 2026, subject to satisfaction or waiver of the closing conditions. Upon completion of the transaction, we will become a wholly-owned subsidiary of Refresco, and our common shares will be delisted from The Nasdaq Stock Market and the Toronto Stock Exchange.\n\n**TABLE OF CONTENTS**\n\n \n \n**Page**\n\n[PART III](#page_5)\n \n \n\n[ITEM 10](#page_5)\n[DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.](#page_5)\n[5](#page_5)\n\n[ITEM 11](#page_20)\n[EXECUTIVE COMPENSATION.](#page_20)\n[20](#page_20)\n\n[ITEM 12](#page_47)\n[SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.](#page_47)\n[47](#page_47)\n\n[ITEM 13](#page_51)\n[CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.](#page_51)\n[51](#page_51)\n\n[ITEM 14](#page_53)\n[PRINCIPAL ACCOUNTING FEES AND SERVICES.](#page_53)\n[53](#page_53)\n\n[PART IV](#page_53)\n \n \n\n[ITEM 15](#page_53)\n[EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.](#page_53)\n[54](#page_53)\n\n \n\n4\n\n**PART III**"}