SunOpta Inc 2025年度报告

FORM 10-K/A(Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedJanuary 3, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 001-34198 SUNOPTA INC.(Exact Name of Registrant as Specified in Its Charter) (I.R.S. Employer Identification No.) 7078 Shady Oak RoadEden Prairie, Minnesota, 55344(Address of Principal Executive Offices)(952) 820-2518(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management' s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officer during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Aggregate market value of the common equity held by non-affiliates of the registrant, computed using the closing price of $5.87 asreported on the Nasdaq Global Select Market for the registrant's common shares on June 27, 2025, the last business day of theregistrant's most recently completed second fiscal quarter, was $563.8 million. Common shares beneficially owned by Oaktree FundGP, LLC and held by reporting directors and officers of the registrant have been excluded from this calculation because such personsmay be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the registrant's common stock outstanding as of February 27, 2026 was 118,358,568. Documents Incorporated by Reference:None EXPLANATORY NOTE 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 PartIII, 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 anannual 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 andItem 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-Kis also amended to delete the reference to the incorporat