Merger cashes out Cantaloupe (CTLP) director’s stock and options

Rhea-AI Filing Summary

Cantaloupe, Inc. director Jacob Lamm disposed of his equity in connection with the company’s merger. On May 8, 2026, he returned 19,157 and 78,319 shares of common stock to the issuer, and a 120,000-share non-qualified stock option with a $6.49 exercise price was also canceled.

Under the merger agreement, each canceled common share was converted into the right to receive $11.20 in cash. Restricted stock units became fully vested and were converted into the same cash consideration. In-the-money options were cashed out for the spread between the $11.20 merger price and their exercise price, while higher-priced options were canceled without payment.

Insights

Equity compensation & M&A specialist

Director’s stock and options are cashed out as part of Cantaloupe’s merger.

The filing shows Jacob Lamm, a director of Cantaloupe, Inc., disposing of common shares and stock options as a direct result of the company’s merger. This is a corporate-transaction-driven event, not an open-market trade expressing a view on the stock.

Each common share is converted into the right to receive $11.20 in cash, and in-the-money options with a $6.49 exercise price are cashed out for their intrinsic value. Options with exercise prices at or above the merger price receive no value, which is typical when a cash merger price does not exceed the strike.

Because the derivativeSummary is empty after these dispositions, this filing suggests the director’s visible option position tied to this grant is fully eliminated in the merger. Future company filings may provide broader context on overall ownership changes among other insiders and investors.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Lamm Jacob

Role null

Type	Security	Shares	Price	Value
Disposition	Non-Qualified Stock Option (Right to Buy)	120,000	$0.00	--
Disposition	Common Stock	78,319	$0.00	--
Disposition	Common Stock	19,157	$0.00	--

Holdings After Transaction: Non-Qualified Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. This Form 4 reports securities disposed of under the Agreement and Plan of Merger, dated as of June 15, 2025 (the "Merger Agreement"), by and among Cantaloupe, Inc. (the "Company"), 365 Retail Markets, LLC, Catalyst Holdco I, Inc., Catalyst Holdco II, Inc. and Catalyst MergerSub Inc. ("Merger Subsidiary"), under which Merger Subsidiary was merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger. At the effective time of the Merger (the "Effective Time"), each share of common stock of the Company ("Common Stock") reported in this row of this Form 4 was canceled and automatically converted into the right to receive $11.20 in cash, without interest (such amount per share, the "Merger Consideration"). Each of these restricted stock units of the Company ("RSU") represented a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each RSU that was outstanding immediately prior to the Effective Time was fully vested and free of restrictions and was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each outstanding option to purchase one share of Common Stock ("Option") having a per share exercise price less than the Merger Consideration ("In-the-Money Option") became fully vested and free of restrictions and was canceled in exchange for cash in an amount equal to (A) the total number of shares of Common Stock for which such In-the-Money Option was exercisable, multiplied by (B) the excess of the Merger Consideration over the per share exercise price of such In-the-Money Option, and each outstanding Company Option having a per share exercise price equal to or greater than the Merger Consideration was canceled without consideration.

Key Figures

Common stock disposed: 19,157 shares Additional common stock disposed: 78,319 shares Non-qualified stock options canceled: 120,000 options +2 more

5 metrics

Common stock disposed 19,157 shares Disposition to issuer on May 8, 2026

Additional common stock disposed 78,319 shares Disposition to issuer on May 8, 2026

Non-qualified stock options canceled 120,000 options Right to buy common stock, disposed May 8, 2026

Option exercise price $6.49 per share Exercise price of canceled non-qualified stock option

Merger consideration $11.20 per share Cash paid for each canceled Cantaloupe common share

Key Terms

Agreement and Plan of Merger, Effective Time, Merger Consideration, restricted stock units, +1 more

5 terms

Agreement and Plan of Merger regulatory

"securities disposed of under the Agreement and Plan of Merger, dated as of June 15, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each share of common stock"

Merger Consideration financial

"converted into the right to receive $11.20 in cash, without interest (such amount per share, the "Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock units financial

"Each of these restricted stock units of the Company ("RSU") represented a contingent right"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

In-the-Money Option financial

"each outstanding option to purchase one share of Common Stock ("Option") having a per share exercise price less than the Merger Consideration ("In-the-Money Option")"

Form 4 Insider Transactions: What Each Field Means →

SEC 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

Lamm Jacob

(Last) (First) (Middle)

101 LINDENWOOD DRIVE

(Street)

MALVERN PENNSYLVANIA 19355

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CANTALOUPE, INC. [ CTLP ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/08/2026		D		78,319	D	(1)(2)	0	D
Common Stock	05/08/2026		D		19,157	D	(3)	0	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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	$6.49	05/08/2026		D			120,000	(4)	05/06/2027(4)	Common Stock	120,000	(4)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of under the Agreement and Plan of Merger, dated as of June 15, 2025 (the "Merger Agreement"), by and among Cantaloupe, Inc. (the "Company"), 365 Retail Markets, LLC, Catalyst Holdco I, Inc., Catalyst Holdco II, Inc. and Catalyst MergerSub Inc. ("Merger Subsidiary"), under which Merger Subsidiary was merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger.

2. At the effective time of the Merger (the "Effective Time"), each share of common stock of the Company ("Common Stock") reported in this row of this Form 4 was canceled and automatically converted into the right to receive $11.20 in cash, without interest (such amount per share, the "Merger Consideration").

3. Each of these restricted stock units of the Company ("RSU") represented a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each RSU that was outstanding immediately prior to the Effective Time was fully vested and free of restrictions and was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration.

4. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each outstanding option to purchase one share of Common Stock ("Option") having a per share exercise price less than the Merger Consideration ("In-the-Money Option") became fully vested and free of restrictions and was canceled in exchange for cash in an amount equal to (A) the total number of shares of Common Stock for which such In-the-Money Option was exercisable, multiplied by (B) the excess of the Merger Consideration over the per share exercise price of such In-the-Money Option, and each outstanding Company Option having a per share exercise price equal to or greater than the Merger Consideration was canceled without consideration.

Remarks:

	/s/ Anna Novoseletsky, Attorney in Fact	05/08/2026
	** 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)

FAQ

What insider transaction did Cantaloupe (CTLP) director Jacob Lamm report?

Jacob Lamm reported disposing of Cantaloupe common stock and stock options back to the company. The transactions reflect cancellation of his shares and a 120,000-share non-qualified stock option in connection with Cantaloupe’s merger, rather than any open-market buying or selling activity.

What cash consideration do Cantaloupe (CTLP) shareholders receive in this merger?

Each Cantaloupe common share is converted into the right to receive $11.20 in cash, without interest. This fixed cash amount, called the merger consideration, is paid when shares are canceled at the merger’s effective time under the Agreement and Plan of Merger.

How were Cantaloupe (CTLP) restricted stock units treated in the merger?

Each Cantaloupe restricted stock unit vested fully and became free of restrictions at or immediately before the merger’s effective time. Every RSU was then canceled and converted into a cash payment equal to the $11.20 per-share merger consideration that applies to common stock.

What happened to Cantaloupe (CTLP) stock options with a $6.49 exercise price?

Each non-qualified Cantaloupe stock option with a $6.49 per-share exercise price became fully vested at the effective time and was canceled. The holder receives cash equal to the number of option shares multiplied by the difference between the $11.20 merger price and the $6.49 exercise price.

How were out-of-the-money Cantaloupe (CTLP) options handled in the merger?

Cantaloupe stock options with exercise prices equal to or greater than the $11.20 merger consideration were canceled without any cash payment. Because the merger price does not exceed their strike, these options have no intrinsic value and therefore receive no consideration.

Does this Cantaloupe (CTLP) Form 4 indicate an open-market sale by the director?

No. The Form 4 describes dispositions to the issuer as part of the closing of a merger. Shares and options are canceled and cashed out under the merger agreement terms, rather than sold on the open market at a market-determined trading price.