0000351834 2024-12-29 2026-01-03 0000351834 2026-01-03 2024-12-29 2026-01-03 0000351834 us-gaap:CommonStockMember exch:XCXD 2024-12-29 2026-01-03 0000351834 us-gaap:CommonStockMember exch:XTSE 2024-12-29 2026-01-03 0000351834 2025-06-27 0000351834 2026-02-27 shares iso4217:USD 0000351834 true FY 00-0000000 Z4 10-K/A true 2026-01-03 --01-03 2026 false 001-34198 SUNOPTA INC. 7078 Shady Oak Road Eden Prairie MN 55344 952 820-2518 Common Shares STKL NASDAQ Common Shares SOY No No Yes Yes Accelerated Filer false false true false false 563800000 118358568 <p style="text-align: justify; margin-top: 10pt; margin-bottom: 10pt;"><b>Documents Incorporated by Reference:</b> None</p>                 This Amendment No. 1 on Form 10-K/A (the "Amendment") amends the Annual Report on Form 10-K of SunOpta Inc. ("we", "us", "our", or the "Company") for the fiscal year ended January 3, 2026, filed with the Securities and Exchange Commission (the "SEC") on March 4, 2026 (the "Original Form 10-K"). We are filing this Amendment to include the information required by Part III, which was omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, since we will not file an annual general meeting definitive proxy statement within 120 days after our fiscal year ended January 3, 2026.                 This Amendment amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Original Form 10-K and Item 15 of Part IV of the Original Form 10-K and includes certain exhibits as noted therein. The cover page of the Original Form 10-K is also amended to delete the reference to the incorporation by reference.                 Except as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not modify, amend or update in any way any of the financial or other information contained in the Original Form 10-K. This Amendment does not reflect events occurring after the date of the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the filing of our Original Form 10-K.                 Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment also contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Terms used but not defined herein are as defined in our Original Form 10-K.                 On February 6, 2026, we entered into an Arrangement Agreement (the "Arrangement Agreement") with Pegasus BidCo B.V. ("Parent"), a private company with limited liability incorporated under the laws of the Netherlands, and 2786694 Alberta Ltd., a corporation formed under the laws of the Province of Alberta and a wholly-owned subsidiary of Parent ("Purchaser" and together with Parent, "Refresco"), pursuant to which, on the terms and subject to the conditions set forth therein, Purchaser has agreed to acquire all of our issued and outstanding common shares, including the common shares issuable on the exchange of our issued and outstanding shares of Series B-1 Preferred Stock, by way of a court-approved statutory plan of arrangement under the Canada Business Corporations Act (the "Arrangement"). Pursuant to the Arrangement, at the closing, each of our issued and outstanding common shares will be transferred to Purchaser for consideration of $6.50 per share in cash, less applicable withholdings. The Arrangement is expected to close in the second quarter of 2026, subject to satisfaction or waiver of the closing conditions. Upon completion of the transaction, we will become a wholly-owned subsidiary of Refresco, and our common shares will be delisted from The Nasdaq Stock Market and the Toronto Stock Exchange. <div> <p style="text-align: justify; margin-top: 0pt; margin-bottom: 10pt;"><i>Clawback Policy</i></p> <p style="text-align: justify; margin-top: 10pt; margin-bottom: 0pt;">If material non-compliance with any financial reporting requirement leads to an accounting restatement, the Company has authority, in accordance with the Company's standalone Clawback Policy, to recover from current and former executives any incentive-based pay, including cash or equity awards, which would not have been awarded based on the restated financials. This authority extends to the three years preceding the restatement.</p> </div> true <div style="font-size: 10pt; font-family: Times New Roman;"> <div> <p style="text-align: justify; margin-top: 0pt; margin-bottom: 10pt;"><i>Equity Award Timing Practices</i></p> <p style="text-align: justify; margin-top: 10pt; margin-bottom: 0pt;"> <span style="font-size: 10pt; font-family: Times New Roman;">The Compensation Committee does not take material nonpublic information into account when determining the grant date, vesting date or other terms and conditions of equity awards, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.</span> <span style="font-size: 10pt; font-family: Times New Roman;">The Compensation Committee typically makes annual equity awards in April preceding the Company's quarterly earnings release and Quarterly Report on Form 10-Q filing for the first fiscal quarter. Throughout the year, the Compensation Committee may grant equity awards for a new hire, a significant promotion, or other special cir</span><span>cumstances.</span> </p> </div> </div> <span style="font-size: 10pt; font-family: Times New Roman;">The Compensation Committee does not take material nonpublic information into account when determining the grant date, vesting date or other terms and conditions of equity awards, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.</span> false false <span style="font-size: 10pt; font-family: Times New Roman;">The Compensation Committee typically makes annual equity awards in April preceding the Company's quarterly earnings release and Quarterly Report on Form 10-Q filing for the first fiscal quarter. Throughout the year, the Compensation Committee may grant equity awards for a new hire, a significant promotion, or other special cir</span> true