SunOpta Inc. — Director's Dealing 2024

Jan 5, 2024

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2024-01-02

Reporting Person: Kocher Brian W (Director, Chief Executive Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Shares (144404)		Direct
Performance Stock Units	$		Common Shares (577616)		Direct
Stock Option (Right to Buy)	$5.54	2034-01-02	Common Shares (230804)		Direct

Footnotes

F1: The Restricted Stock Units vest in three equal annual installments beginning on January 2, 2025.

F2: The Restricted Stock Units do not have an expiration date.

F3: Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.

F4: The Performance Stock Units (PSUs) will vest or lapse on April 15, 2027 (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, none of the PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50th percentile hurdle is met, 100% of the PSUs will vest. If the 75th 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 3 of Table II reflects the total number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date.

F5: The Performance Stock Units do not have an expiration date.

F6: Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock.

F7: The Stock Options vest in three equal annual installments beginning on January 2, 2025.