Executive Overview

SunOpta Inc., a leading provider of plant-based beverages and healthy snacks, has released its Annual Report for the fiscal year ended January 3, 2026. This report contains a number of significant updates and disclosures that are highly relevant for current and prospective investors.

• SunOpta is undergoing a major corporate transaction (the “Arrangement”) that could result in delisting from the Nasdaq and Toronto Stock Exchange.
• The company continues to face sector-wide and company-specific risks, including macroeconomic uncertainties, operational challenges, and significant indebtedness.
• Shareholder returns have been volatile, and the company does not anticipate paying dividends in the foreseeable future.

Key Price-Sensitive Developments

1. Pending Arrangement Agreement and Potential Delisting

The most impactful disclosure in this report is the proposed “Arrangement” (details under “Arrangement Agreement”). This transaction is subject to:

• Shareholder approval
• Court and regulatory approvals
• Satisfaction of multiple closing conditions

If the Arrangement is approved and completed, SunOpta’s shares are expected to be delisted from both the Nasdaq Stock Market and the Toronto Stock Exchange. The timing and certainty of completion remain subject to various conditions, and there is a risk that the deal may not close on schedule or at all.

• Potential litigation related to the Arrangement may delay or prevent its completion.
• There are substantial uncertainties and possible disruptions to operations, employee retention, business relationships, and strategic flexibility due to the pending transaction.
• If the Arrangement fails to close, the share price could be negatively impacted, especially if current prices reflect an assumption of successful deal completion.

Financial and Market Performance Highlights

• As of February 27, 2026, SunOpta had 118,358,568 common shares outstanding and 307 shareholders of record.
• The public float as of June 27, 2025, was approximately \$563.8 million.
• SunOpta’s shares are listed on Nasdaq (STKL) and the Toronto Stock Exchange (SOY), but both listings are at risk due to the pending Arrangement.
• The company has never paid cash dividends and does not anticipate paying any in the foreseeable future due to financial covenants and capital needs.

Shareholder Return Performance

Over the past three years, SunOpta’s share price has been highly volatile:

• Base value (2023): 100.00
• 2024: 59.55
• 2025: 46.87
• 2026: 66.92

In comparison, the Nasdaq Industrial Index and S&P/TSX Composite Index outperformed SunOpta over the same period. This underperformance is a key consideration for investors weighing future prospects.

Major Shareholder and Capital Structure Risks

• High Indebtedness: SunOpta has a significant debt load as a result of recent capital investments. The company’s leverage could compromise its ability to respond to market downturns, capitalize on new opportunities, and meet debt service obligations.
• Restrictive Covenants: Debt and preferred equity agreements restrict SunOpta’s operational flexibility, including limitations on additional borrowing, mergers, and asset sales. This could hinder execution of growth strategies.
• Dividend Restrictions: Debt instruments restrict the payment of dividends, and no dividends are anticipated for the foreseeable future.
• Potential Dilution: The company has unlimited authorized but unissued common shares, and future issuances (including conversion of preferred stock and equity-based awards) could dilute existing shareholders.

Strategic, Operational, and Market Risks

• Macroeconomic Risks: SunOpta’s results are sensitive to global economic conditions, including inflation, interest rates, supply chain disruptions, and shifts in consumer demand.
• Commodity Price Pressures: The company continues to face elevated costs for raw materials, packaging, labor, energy, and logistics. Attempts to increase prices to offset these costs may not always be successful.
• Product Liability and Regulatory Risks: As a food producer, SunOpta faces risks of product recalls, contamination, and regulatory non-compliance, each of which could have material financial impacts.
• Information Security and Cybersecurity: The company recognizes risks associated with data breaches and cyber-attacks, which could result in significant financial and reputational harm.
• Climate and Sustainability Risks: SunOpta is exposed to growing regulatory and stakeholder expectations regarding environmental and sustainability goals. Failure to meet these could impact reputation and investor confidence.
• Key Personnel Risk: The loss of key executives or failure to attract and retain qualified management could materially impact operations and strategic execution.
• Shareholder Activism: The company could face proxy contests or unsolicited takeover proposals, potentially disrupting operations and management focus.

Other Noteworthy Disclosures

• Regulatory Environment: SunOpta is subject to a complex web of regulation, especially from the FDA, FTC, EPA, and USDA. Compliance failures or changes in regulation could materially affect the business.
• Legal Proceedings: For more information, investors are directed to note 18 of the consolidated financial statements.
• No Unresolved Staff Comments: There are no outstanding SEC staff comments as of this report.