Sec Form 3 Filing - Gaba Greg @ SunOpta Inc. - 2023-10-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gaba Greg 2. Issuer Name and Ticker or Trading Symbol SunOpta Inc. [ STKL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 7078 SHADY OAK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2023 (Street) EDEN PRAIRIE, MN55344 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Shares 9,826 I By Spouse Common Shares 34,749 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Stock Units $ 0 ( 1 ) ( 2 ) Common Shares 3,364 D Performance Stock Units $ 0 ( 3 ) ( 2 ) Common Shares 8,962 D Performance Stock Units $ 0 ( 4 ) ( 2 ) Common Shares 11,744 D Performance Stock Units $ 0 ( 5 ) ( 2 ) Common Shares 9,802 D Restricted Stock Units $ 0 ( 6 ) ( 7 ) Common Shares 561 D Restricted Stock Units $ 0 ( 8 ) ( 7 ) Common Shares 2,987 D Restricted Stock Units $ 0 ( 9 ) ( 7 ) Common Shares 4,901 D Stock Option (Right to Buy) $ 4.73 07/10/2023 07/10/2030 Common Shares 2,891 D Stock Option (Right to Buy) $ 14.77 ( 10 ) 04/15/2031 Common Shares 2,934 D Stock Option (Right to Buy) $ 5.91 ( 11 ) 05/05/2032 Common Shares 7,204 D Stock Option (Right to Buy) $ 6.35 ( 12 ) 07/10/2033 Common Shares 8,533 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gaba Greg 7078 SHADY OAK ROAD EDEN PRAIRIE, MN55344 Chief Financial Officer Signatures /s/ Jill Barnett, attorney-in-fact 10/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Performance Stock Units (PSUs) will vest or lapse on April 15, 2024 (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 5 of Table II reflects the target number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date. ( 2 )The Performance Stock Units do not have an expiration date. ( 3 )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. ( 4 )The Performance Stock Units ("PSUs") vest on April 1, 2024 based upon the Company's gross Adjusted EBITDA (the "Performance Measure") for its 2023 fiscal year. If the Performance Measure is less than $85 million, none of the PSUs will vest and the PSUs will expire. If the Performance Measure is at or greater than $85 million, a percentage of the PSUs, ranging from 50% to 100%, will vest in accordance with the vesting table and the remaining PSUs will expire. The vested amount increases by one percentage point for each level of Adjusted EBITDA achieved, as specified in the vesting table. If the Performance Measure is greater than or equal to $100 million, all of the PSUs will vest. Vesting is also subject to individual performance and continued employment of the reporting person through the vesting date. ( 5 )The Performance Stock Units (PSUs) will vest or lapse on July 10, 2026 (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. ( 6 )The Restricted Stock Units vest in three equal annual installments beginning on April 15, 2022 subject to the continued employment of the reporting person through each such vesting date. ( 7 )The Restricted Stock Units do not have an expiration date. ( 8 )The Restricted Stock Units 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. ( 9 )The Restricted Stock Units vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date. ( 10 )The Stock Options vest in three equal annual installments beginning on April 15, 2022 subject to the continued employment of the reporting person through each such vesting date. ( 11 )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. ( 12 )The Stock Options vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date.

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