SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

CALIFORNIA

90071

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SunOpta Inc. [ STKL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/01/2026		S⁽¹⁾		20,651,812	D	$6.5	0	I	See⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-1 Preferred Stock	$2.5	05/01/2026		S⁽⁴⁾			30,000	⁽⁴⁾	⁽⁴⁾	Exchange Shares	12,178,666.4	⁽⁴⁾	0	I	See⁽²⁾⁽⁵⁾
Special Shares, Series 2	$0.00	05/01/2026		S⁽⁶⁾			2,932,453	⁽⁶⁾	⁽⁶⁾	Special Shares⁽⁶⁾	⁽⁶⁾	$0.00	0	I	See⁽²⁾⁽⁶⁾
Cash-Settled Total Return Swap	$12.08	05/01/2026		S⁽⁷⁾			1	⁽⁷⁾	⁽⁷⁾	Common Shares	871,170	⁽⁷⁾	0	I	See⁽²⁾⁽⁸⁾
Cash-Settled Total Return Swap	$12.08	05/01/2026		S⁽⁷⁾			1	⁽⁷⁾	⁽⁷⁾	Common Shares	4,404,034	⁽⁷⁾	0	I	See⁽²⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

CALIFORNIA

90071

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Oaktree Capital Holdings, LLC

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

CALIFORNIA

90071

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Oaktree Huntington Investment Fund II, L.P.

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

CALIFORNIA

90071

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Oaktree Organics, L.P.

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

CALIFORNIA

90071

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported securities were disposed of in connection with the consummation of the plan of arrangement (the "Plan of Arrangement") of SunOpta Inc. (the "Issuer") and 2786694 Alberta Ltd. (the "Purchaser").

2. Oaktree Capital Holdings, LLC ("OCG") and Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the duly appointed manager of OCG, indirectly control each of the direct holders of the reported securities and, accordingly, may each be deemed to beneficially own the reported securities, but each of the reporting persons disclaims beneficial ownership except to the extent of its pecuniary interest therein.

3. Represents 17,241,579 Common Shares held directly by Oaktree Organics, L.P. ("Oaktree Organics") and 3,410,233 Common Shares held directly by Oaktree Huntington Investment Fund II, L.P. ("OHIF").

4. Pursuant to the Plan of Arrangement, each issued and outstanding share of the Series B-1 Preferred Stock in the capital of SunOpta Foods, Inc. ("Series B-1 Preferred Stock"), a wholly-owned subsidiary of the Issuer was transferred to the Issuer in exchange for an aggregate of 12,178,666.40 Exchange Shares, calculated by multiplying the number of shares of Series B-1 Preferred Stock by 405.9555467 (being the exchange rate of the Series B-1 Preferred Stock contemplated by their terms), and the resulting Exchange Shares were transferred to Purchaser in exchange for a cash payment of $6.50 per share.

5. The reported securities were directly held as follows: (i) 12,538.52 shares of Series B-1 Preferred Stock held by Oaktree Organics; (ii) 2,461.48 shares of Series B-1 Preferred Stock held by OHIF; and (iii) 15,000 shares of Series B-1 Preferred Stock held by OCG.

6. Represents Special Shares, Series 2, directly held by Oaktree Organics, OHIF, and OCG, which pursuant to the Plan of Arrangement, were disposed of for no consideration.

7. OHIF and Oaktree Special Situations Fund, L.P. (together, the "Trading Funds") were parties to certain cash-settled total return swaps with respect to the reported number of common shares of the Issuer (the "Cash-Settled Swaps"). Pursuant to their terms, upon termination of the Cash-Settled Swaps, the Trading Funds were obligated to pay to the counterparty any negative price performance of the terminated quantity of the Issuer's common shares, and the counterparty was obligated to pay the Trading Funds any positive price performance of the specified quantity of the Issuer's common shares. In connection with consummation of the Plan of Arrangement, the Cash-Settled Swaps were terminated pursuant to their terms.

8. OCG is indirectly the general partner or manager of each of the Trading Funds.

	Oaktree Capital Group Holdings GP, LLC, By: /s/ Henry Orren, Managing Director	05/05/2026
	Oaktree Capital Holdings, LLC, By: /s/ Henry Orren, Managing Director	05/05/2026
	Oaktree Huntington Investment Fund II, L.P., By: /s/ Zachary Serebrenik, Managing Director	05/05/2026
	Oaktree Organics, L.P., By: /s/ Zachary Serebrenik, Managing Director	05/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Large owner Oaktree Capital Group Holdings Gp, Llc sold $134,236,778 worth of shares (20,651,812 units at $6.50) (SEC Form 4)