Gaba Greg 4
4 · SunOpta Inc. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
SunOpta (STKL) CFO Greg Gaba Sells 428,122 Shares
What Happened
Greg Gaba, Chief Financial Officer of SunOpta Inc. (STKL), disposed of a total of 428,122 shares/equivalent units on May 1, 2026. These were not open‑market sales but dispositions to the issuer under a court‑approved arrangement that paid $6.50 per common share. The gross consideration for the shares disposed is approximately $2,782,793 (before applicable withholdings). Several of the disposals were derivative awards (RSUs, PSUs, stock options) that were surrendered for cash as part of the transaction.
Key Details
- Transaction date: May 1, 2026; Form 4 filed May 4, 2026 (appears timely given the takeover context).
- Per-share consideration: $6.50 per common share under the Arrangement Agreement; total gross proceeds ≈ $2.78M (less applicable withholdings).
- Shares disposed (by line items reported): 127,908; 64,386 (derivative); 138,580 (derivative); 2,891 (derivative); 7,204 (derivative); 26,094 (derivative); 61,059 — total 428,122.
- Shares owned after the transaction: filing shows the holdings and equity awards were surrendered/converted under the Arrangement; check the Form 4 for exact post‑transaction ownership if needed.
- Notable footnotes: the transfers were made pursuant to an Arrangement Agreement (court‑approved plan of arrangement) in which each outstanding common share was exchanged for $6.50 in cash (F1). RSUs and PSUs were surrendered for cash equal to the per‑share consideration (F2–F5); stock options were cashed out only to the extent the $6.50 exceeded the exercise price (F6). Withholdings may reduce net proceeds.
Context
This was a corporate cash‑out tied to a going‑private/arrangement transaction, not a routine open‑market insider sale. Derivative items (RSUs/PSUs/options) were converted to cash per the deal terms rather than exercised and sold in the market. Such filings reflect the mechanics of the acquisition payout rather than a signal about the insider’s view of the stock.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-05-01−127,908→ 0 total - Disposition to Issuer
Restricted Stock Unit (RSU)
[F2][F3]2026-05-01−64,386→ 0 total→ Common Stock (64,386 underlying) - Disposition to Issuer
Performance Stock Units
[F4][F5]2026-05-01−138,580→ 0 total→ Common Stock (138,580 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F6]2026-05-01−2,891→ 0 totalExercise: $4.73From: 2021-07-10Exp: 2030-07-10→ Common Stock (2,891 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F6]2026-05-01−7,204→ 0 totalExercise: $5.91From: 2023-05-05Exp: 2032-05-05→ Common Stock (7,204 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F6]2026-05-01−26,094→ 0 totalExercise: $6.35From: 2024-07-10Exp: 2033-07-10→ Common Stock (26,094 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F6]2026-05-01−61,059→ 0 totalExercise: $3.92From: 2026-04-11Exp: 2035-04-11→ Common Stock (61,059 underlying)
Footnotes (6)
- [F1]Pursuant to the Arrangement Agreement (the "Arrangement Agreement"), dated as of February 6, 2026, by and among SunOpta Inc. ("SunOpta"), Pegasus BidCo B.V. ("Parent") and 2786694 Alberta Ltd. ("Purchaser"), Purchaser acquired all of SunOpta's issued and outstanding common shares in the capital of SunOpta (the "Common Shares") by way of a court-approved statutory plan of arrangement under Section 192 of the Canada Business Corporations Act (the "Arrangement"). At the effective time of the Arrangement (the "Effective Time"), each of SunOpta's issued and outstanding Common Shares were transferred to Purchaser for consideration of $6.50 per share in cash, less applicable withholdings (the "Consideration").
- [F2]Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
- [F3]At the Effective Time, each restricted stock unit ("RSU") held by the reporting person was surrendered in exchange for, subject to any withholding, a cash payment equal to the Consideration in respect of each Common Share underlying such RSU.
- [F4]Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
- [F5]Represents the number of performance share units ("PSUs") held by the reporting person that was determined pursuant to the Arrangement Agreement to be entitled to Consideration in the Arrangement. At the Effective Time, each of these PSUs was surrendered in exchange for, subject to any withholding, a cash payment equal to the Consideration in respect of each Common Share underlying such PSU. Each PSU that was not entitled to Consideration in the Arrangement was cancelled without any consideration.
- [F6]At the Effective Time, each stock option held by the reporting person was surrendered in exchange for, subject to any withholding, a cash payment equal to the amount (if any) by which the Consideration in respect of a Common Share underlying such stock option exceeds the exercise price of such stock option, multiplied by the number of Common Shares subject to such stock option. Each stock option with a per share exercise price greater than or equal to the Consideration was cancelled without any consideration.