{"url_path":"/sec/stkl/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**","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":2175,"has_tables":true,"body_markdown":"**ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**\n\n**Security Ownership of Certain Beneficial Owners and Management**\n\nThe following presents information regarding beneficial ownership of our shares as of March 10, 2026 by:\n\neach person who we know that beneficially owns more than 5% of our Common Shares;\n\neach of our Directors;\n\neach of our NEOs; and\n\nall of our Directors and executive officers as a group.\n\nUnder the regulations of the SEC, shares are generally deemed to be \"beneficially owned\" by a person if the person directly or indirectly has or shares voting power or investment power (including the power to dispose) over the shares, whether or not the person has any pecuniary interest in the shares, or if the person has the right to acquire voting power or investment power of the shares within 60 days, including through the exercise of any option, warrant or right. In accordance with the regulations of the SEC, in computing the number of Common Shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all Common Shares subject to options or other rights held by the person that are currently exercisable or exercisable within 60 days of March 10, 2026. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.\n\n*Five Percent or More Beneficial Owners*\n\nBased solely on our review of statements filed with the SEC pursuant to Sections 13(d) and 13(g) under the Exchange Act, the Company is not aware of any other person or group that beneficially owns more than 5% of any class of voting shares of the Company, except as noted below.\n\n**Name and Address of Beneficial Owner**\n**Title of Class**\n \n**Amount and**\n**Nature of**\n**Beneficial**\n**Ownership**\n \n**Percentage**\n**of Class(1)**\n \n**Percentage**\n**of all**\n**Shares(1)**\n \n\nOaktree Capital Group Holdings GP, LLC\n333 South Grand Avenue, 28th Floor,\nLos Angeles, CA 90071\nCommon\nSpecial\n \n24,376,032\n2,932,453\n(2)(3)(4)\n(5)\n19.96%\n100.00%\n \n19.96%\n2.42%\n(6)\n \n\nLeon G. Cooperman\nSt. Andrews Country Club\n7118 Melrose Castle Lane\nBoca Raton, FL 33496\nCommon\n \n9,053,300(7)\n \n7.65%\n \n7.46%\n \n\nBlackRock, Inc.\n50 Hudson Yards\nNew York, NY 10001\nCommon\n \n7,782,925(8)\n \n6.57%\n \n6.42%\n \n\nCastleKnight Master Fund LP\nMaples Corporate Services Limited\nP.O. Box 309\nUgland House\nGrand Cayman KY1-1104\nCayman Islands\nCommon\n \n7,350,000(9)\n \n6.21%\n \n6.06%\n \n\n \n\n47\n\n(1)\nPercentage of Class and Percentage of all shares are calculated based on a total of 118,372,041 Common Shares and 2,932,453 Special Shares issued and outstanding as of March 10, 2026 except for the beneficial ownership of Common Shares by Oaktree Capital Group Holdings GP, LLC, with respect to which the Percentage of Class and Percentage of all Shares are calculated based on a total of 118,372,041 Common Shares issued and outstanding as of March 10, 2026 plus 3,724,220 Common Shares currently issuable on the exchange of Series B-1 Preferred Stock beneficially owned by the Oaktree Investors (as defined below) as disclosed in the Schedule 13D/A filed on February 10, 2026 by Oaktree Fund GP, LLC (\"Fund GP\"), and excludes the 2,932,453 Special Shares issued and outstanding as of March 10, 2026 as such Special Shares would be automatically redeemed and cancelled upon the exchange of Series B-1 Preferred Stock.\n\n(2)\nIncludes 20,651,812 Common Shares and 3,724,220 Common Shares currently issuable on the exchange of Series B-1 Preferred Stock beneficially owned by the Oaktree Investors (as defined below), giving effect to the 19.99% beneficial ownership cap, as disclosed in the Schedule 13D/A filed on February 10, 2026 by Fund GP, in the instruments governing the Series B-1 Preferred Stock (the \"Beneficial Ownership Cap\").\n\n(3)\nAccording to a Schedule 13D/A filed on February 10, 2026 by Fund GP, the Oaktree Investors beneficially own 20,354,660 and 4,021,372 Common Shares, respectively, including 3,113,081 and 611,139 Common Shares, respectively, currently issuable on the exchange of Series B-1 Preferred Stock, giving effect to the Beneficial Ownership Cap, and have the sole power to vote and dispose of their respective shares. In addition, Oaktree Huntington Investment Fund II GP, L.P. (\"OHIF II GP\"), the general partner of OHIF II LP, may be deemed to beneficially own the 4,021,372 Common Shares owned by OHIF II LP. Additionally, Fund GP, the general partner of OHIF II GP and Organics, Oaktree Fund GP I, L.P. (\"GP I\"), managing member of Fund GP, Oaktree Capital I, L.P. (\"Capital I\"), the general partner of GP I, OCM Holdings I, LLC (\"Holdings I\"), the general partner of Capital I, Oaktree Holdings, LLC (\"Holdings\"), the managing member of Holdings I, Oaktree Capital Group, LLC (\"OCG\"), the managing member of Holdings, and Oaktree Capital Group Holdings GP, LLC, the indirect owner of the common shares of OCG, may be deemed to beneficially own the 24,376,032 shares owned in the aggregate by the Oaktree Investors. Notwithstanding the foregoing, pursuant to the Plan of Arrangement, each share of Series B-1 Preferred Stock outstanding immediately prior to the Effective Time will be exchanged in accordance with their terms for 405.9555467 Common Shares (being the exchange rate of the Series B-1 Preferred Stock contemplated by their terms), for a total of 6,089,333 Common Shares issued on such exchange. It is therefore expected that the Oaktree Investors will collectively sell and transfer, on the Effective Date and conditioned on the consummation of the Arrangement, an aggregate of 26,741,145 Common Shares to Purchaser for the Consideration pursuant to the Plan of Arrangement.\n\n(4)\nThe Common Shares beneficially owned by the Oaktree Investors set out in the table above do not include Common Shares referenced in the outstanding cash-settled total return swaps entered into by OHIF II LP and Oaktree Special Situations Fund, L.P. with respect to an aggregate of 871,170 Common Shares and 4,404,034 Common Shares, respectively. Such total return swaps are exclusively cash-settled and do not provide either OHIF II LP or OSSF LP with the direct or indirect right to vote, or exercise control or direction over, the Common Shares subject to such total return swaps. The counterparty to such total return swaps is an unaffiliated third-party financial institution and the total return swaps have terms consistent with the total return swaps previously entered into by the Oaktree Investors as disclosed in the Schedule 13D/A filed on July 2, 2021 by Fund GP.\n\n(5)\nOn May 19, 2023, the Company issued 2,932,453 Special Shares to the Oaktree Trustee, in trust on behalf of the Oaktree Investors. The Special Shares serve as a mechanism for attaching as-exchanged voting rights to the Series B-1 Preferred Stock owned by the Oaktree Investors and entitle the Oaktree Investors to one vote per Special Share on all matters submitted to a vote of the holders of the Common Shares, voting together as a single class, subject to certain exceptions. As a result of a permanent voting cap, the number of Special Shares issued to the Oaktree Investors at any time, when taken together with any other voting securities the Oaktree Investors then control, cannot exceed 19.99% of the votes eligible to be cast by all security holders of the Company.\n\n \n\n48\n\n(6)\n\nAs of the Record Date, the Oaktree Investors would be entitled to vote an aggregate of 20,651,812 Common Shares and the Oaktree Trustee, on behalf of the Oaktree Investors, would be entitled to vote an aggregate of 2,932,453 Special Shares, representing an aggregate of 19.44% of the issued and outstanding Voting Shares (on a non-diluted basis) as of the Record Date.\n\n(7)\n\nAccording to a Schedule 13G/A filed by Leon G. Cooperman on February 17, 2026, Mr. Cooperman beneficially owns 9,053,300 Common Shares and has sole voting power over 9,053,300 Common Shares and sole dispositive power over 9,053,300 Common Shares. In the Schedule 13G/A, Mr. Cooperman reports that he may be deemed the beneficial owner of 9,053,300 Common Shares held directly by Omega Capital Partners, L.P. (\"Capital LP\"), a private investment firm comprised of Cooperman family funds engaged in the purchase and sale of securities for investment for its own account. According to the Schedule 13G/A, Mr. Cooperman is the Managing Member of Omega Associates, L.L.C., which is the general partner Capital LP.\n\n(8)\n\nAccording to a Schedule 13G/A filed by BlackRock, Inc. on April 23, 2025, it beneficially owns 7,782,925 Common Shares and has sole voting power over 7,662,182 Common Shares and sole dispositive power over 7,782,925 Common Shares.\n\n(9)\n\nAccording to a Schedule 13G filed on November 13, 2025 by CastleKnight Master Fund LP, CastleKnight Fund GP LLC, CastleKnight Management LP, CastleKnight Management GP LLC, Weitman Capital LLP and Aaron Weitman (collectively, \"CastleKnight\"), CastleKnight beneficially owns 7,350,000 Common Shares and has shared voting power over 7,350,000 Common Shares and shared dispositive power over 7,350,000 Common Shares. The address for each entity other than CastleKnight Master Fund LP is 888 Seventh Avenue, 24th Floor, New York, NY 10019.\n\n49\n\n*Directors and Executive Officers*\n\n**Directors and Executive Officers(1)**\n \n**Amount and Nature of Beneficial Ownership(2)**\n \n \n**Total Numberof**\n**CommonShares,**\n**VestedOptions**\n**and VestedRSUs**\n \n \n**Percentage of**\n**Shares(5)**\n \n\n \n**Common**\n**Shares**\n \n \n**Vested**\n**Options(3)**\n \n \n\n**VestedRSUs /**\n**PSUs(4)**\n \n\nDr. Albert Bolles\nDirector\n \n231,646\n \n \n0\n \n \n0\n \n \n231,646\n \n \n*\n \n\nRebecca Fisher\nDirector\n \n141,672\n \n \n5,830\n \n \n0\n \n \n147,502\n \n \n*\n \n\nDean Hollis(6)\nDirector\n \n586,665\n \n \n0\n \n \n0\n \n \n586,665\n \n \n*\n \n\nDavid J. Lemmon\nDirector\n \n20,517\n \n \n0\n \n \n0\n \n \n20,517\n \n \n*\n \n\nDiego Reynoso\nDirector\n \n59,372\n \n \n0\n \n \n0\n \n \n59,372\n \n \n*\n \n\nLeslie Starr\nDirector (Chair)\n \n144,979\n \n \n5,830\n \n \n19,547\n \n \n170,356\n \n \n*\n \n\nMahes S. Wickramasinghe\nDirector\n \n49,778\n \n \n0\n \n \n15,283\n \n \n65,061\n \n \n*\n \n\nBrian Kocher(7)\nChief Executive Officer and Director\n \n229,716\n \n \n226,089\n \n \n95,906\n \n \n551,711\n \n \n*\n \n\nGreg Gaba(8)\nChief Financial Officer\n \n110,970\n \n \n47,076\n \n \n36,952\n \n \n194,998\n \n \n*\n \n\nChris McCullough\nGeneral Counsel\n \n11,071\n \n \n16,332\n \n \n35,998\n \n \n63,401\n \n \n*\n \n\nJustin Kobler\nSenior Vice President, Supply Chain\n \n25,921\n \n \n13,831\n \n \n35,386\n \n \n75,138\n \n \n*\n \n\nBryan Clark\nSenior Vice President, R&D and FSQ\n \n51,022\n \n \n45,738\n \n \n24,310\n \n \n121,070\n \n \n*\n \n\n**All current directors and executive officers as a group (16 total)**\n \n**1,789,079**\n \n \n**501,734**\n \n \n**361,964**\n \n \n**2,652,777**\n \n \n**2.19%**\n \n\n50\n\n(1)\nThe address of each director and executive officer is 7078 Shady Oak Road, Eden Prairie, MN 55344.\n\n(2)\nUnless otherwise indicated, the persons in this table have sole voting and dispositive power with respect to the Common Shares shown as beneficially owned by them. The information as to shares beneficially owned or over which control or direction is exercised, directly or indirectly, not being within the knowledge of the Company, has been furnished by the respective directors and executive officers individually.\n\n(3)\nThe number of vested options includes options that will become exercisable within 60 days of March 10, 2026. The exercise price of vested options ranges from $3.25 to $6.35 per share.\n\n(4)\nThe number of vested RSUs includes RSUs or PSUs that will vest within 60 days of March 10, 2026 as well as any RSUs that a director has deferred until their departure from the Company Board. These amounts represent gross vesting amounts, without estimated shares withheld for tax.\n\n(5)\nPercentage of shares is calculated based on a total of 118,372,041 Common Shares and 2,932,453 Special Shares issued and outstanding as of March 10, 2026 (* indicates less than 1% of the outstanding Common Shares)\n\n(6)\nMr. Hollis also owns 500 limited partnership units of Organics, which owns 17,241,579 Common Shares and has a beneficial interest in 2,451,242 Special Shares. See Notes (3) and (5) under \"*-Security Ownership of Certain Beneficial Owners and Management-Five Percent or More Beneficial Owners*.\" However, Mr. Hollis does not directly or indirectly exercise control or direction over the securities of the Company held by Organics.\n\n(7)\nIncludes 84,000 Common Shares in a trust, which Mr. Kocher is the co-trustee of, along with his spouse.\n\n(8)\nMr. Gaba's spouse owns 9,826 of the 110,970 Common Shares reflected for Mr. Gaba.\n\nEffective February 2018, the Company adopted a formal policy to prohibit officers and directors from hedging against declines in the market value of their equity-based compensation or equity securities through the use of financial instruments.  The Company is not aware of any officers or directors engaging in any hedging transactions prior to or after this policy becoming effective.\n\n**Section 16(a) Beneficial Ownership Reporting Compliance**\n\nSection 16(a) of the Exchange Act requires our directors and executive officers, among others, to file with the SEC an initial report of ownership of our Common Shares on Form 3 and reports of changes in ownership on Form 4 or Form 5. Persons subject to Section 16 are required by SEC regulations to furnish us with copies of all Section 16 forms that they file related to SunOpta stock transactions. Under SEC rules, certain forms of indirect ownership and ownership of our Common Shares by certain family members are covered by these reporting requirements. As a matter of practice, our administrative staff assists our directors and executive officers in preparing initial ownership reports and reporting ownership changes and typically files these reports on their behalf.\n\nBased solely on a review of the copies of Forms 4 and 5 furnished to us, or written representations from reporting persons that all reportable transactions were reported, we believe that during the fiscal year ended January 3, 2026, all of our executive officers, directors and greater than 10% holders filed the reports required to be filed under Section 16(a) on a timely basis."}