SunOpta Inc. — Director's Dealing 2022

May 10, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2022-05-05

Reporting Person: Duchscher Robert (Chief Information Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-05	Performance Stock Units	$	A	31194	Acquired		Common Shares (31194)	Direct
2022-05-05	Stock Option (Right to Buy)	$5.91	A	59326	Acquired		Common Shares (59326)	Direct

Footnotes

F1: Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock.

F2: The Performance Stock Units (PSUs) will vest or lapse on May 5, 2025 (Vesting Date), depending on the Company's total shareholder return (the "TSR") performance relative to the Russell 3000 Food and Beverage companies during the performance period as described in the award agreement. If none of the hurdles are met, no PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50% percentile hurdle is met, 100% of the PSUs will vest. If the 75% percentile hurdle is met, 125% of the PSUs will vest. If the 90th percentile or above is met, 200% of the PSUs will vest. The number included in column 5 of Table II reflects the number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date.

F3: The Performance Stock Units do not have an expiration date.

F4: The Stock Options vest in three equal annual installments beginning on May 5, 2023 subject to the continued employment of the reporting person through each such vesting date. These options qualify as incentive stock options.

F5: The Stock Options, once vested, will expire 10 years after each such vesting date, subject to continued employment through that vesting date.