Cantaloupe (CTLP) director Ellen Richey equity cashed out at $11.20 per share in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cantaloupe, Inc. director Ellen Richey reported disposition of her equity in connection with the company’s merger. On 2026-05-08, 19,157 and 78,319 shares of Common Stock were disposed of to the issuer, leaving her with 0 shares reported after these transactions.
According to the merger agreement, at the effective time each share of Common Stock was canceled and automatically converted into the right to receive $11.20 in cash per share. Her non-qualified stock option covering 120,000 shares with a per share exercise price of $6.49 was also disposed of and canceled under the merger terms, with in-the-money options exchanged for cash based on the spread between the merger consideration and the exercise price.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
RICHEY ELLEN
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)
- 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 (block 1): 19,157 shares
Common Stock disposed (block 2): 78,319 shares
Options disposed: 120,000 options
+3 more
6 metrics
Common Stock disposed (block 1)
19,157 shares
Disposition to issuer on 2026-05-08
Common Stock disposed (block 2)
78,319 shares
Disposition to issuer on 2026-05-08
Options disposed
120,000 options
Non-qualified stock option canceled on 2026-05-08
Option exercise price
$6.49 per share
Non-qualified stock option
Merger cash price
$11.20 per share
Merger Consideration for each share of Common Stock
Shares after transaction
0 shares
Total shares following transactions reported
Key Terms
Agreement and Plan of Merger, Merger Consideration, Effective Time, Non-Qualified Stock Option, +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.
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.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each share of common stock"
Non-Qualified Stock Option financial
"Non-Qualified Stock Option (Right to Buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
restricted stock units financial
"each RSU that was outstanding immediately prior to the Effective Time was fully vested"
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.
FAQ
What did Cantaloupe (CTLP) director Ellen Richey report in this Form 4?
Ellen Richey reported disposing of her Cantaloupe equity as part of a completed merger. Her Common Stock and certain stock options were canceled and exchanged under the merger terms, leaving no shares reported as held afterward.
What happened to Ellen Richey’s Cantaloupe stock options in the merger?
A non-qualified stock option for 120,000 Cantaloupe shares with a $6.49 exercise price was canceled. In-the-money options became fully vested and were exchanged for cash equal to the merger cash price minus the exercise price, multiplied by shares subject to the option.
Did Ellen Richey retain any Cantaloupe (CTLP) equity after these transactions?
No shares are reported as owned after the transactions. The Common Stock and applicable stock options were canceled and converted into cash rights pursuant to the merger terms, resulting in zero shares shown as held following the effective time.
Why is this Cantaloupe (CTLP) Form 4 tied to a merger agreement?
The filing relates to a merger where a subsidiary merged into Cantaloupe, with Cantaloupe continuing as the surviving corporation. At the merger’s effective time, outstanding shares and options were canceled and converted into specified cash rights under the Agreement and Plan of Merger.