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Cantaloupe, Inc. (CTLP) grants CRO Jeffrey Dumbrell 20,595 RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cantaloupe, Inc. reported that Chief Revenue Officer Jeffrey Charles Dumbrell received two equity awards on August 1, 2025, acquiring 8,095 and 12,500 Restricted Stock Units (RSUs), each representing a right to receive one share of common stock. The awards were granted under company incentive plans, including long-term stock incentive plans with prorated vesting over 1,095 days tied to continued service under a 2025 Merger Agreement, and performance-based RSUs approved under the 2018 Equity Incentive Plan that vest immediately upon achievement of specified conditions. Following these transactions, Dumbrell directly holds 120,571 shares of Cantaloupe common stock.

Positive

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Insights

TL;DR: Routine executive equity awards: one performance-based RSU award immediately vested; one time-based RSU award vests prorated over plan schedule.

The filing documents non-cash compensation to the Chief Revenue Officer on 08/01/2025. The 12,500 RSUs were granted pursuant to a performance award and are stated to immediately vest, increasing the reporting person's beneficial holdings. The 8,095 RSUs are time-based LTIP awards that vest on a prorated schedule tied to days elapsed since grant divided by 1,095 and conditioned on continued service under the 2025 Merger Agreement. These items represent typical executive equity compensation and do not disclose cash consideration or option exercises.

TL;DR: Disclosure reflects standard equity incentive plan mechanics and immediate vesting of a performance RSU; no governance red flags disclosed.

The Form 4 provides required Section 16 reporting for insider awards and shows that a performance-based award of 12,500 RSUs vested immediately, while 8,095 RSUs follow prorated vesting under the issuer's LTIP and the referenced 2025 Merger Agreement. The form is executed by an attorney-in-fact on 08/05/2025. There are no explicit indications of unusual acceleration beyond the stated immediate vesting for the performance grant.

Insider Dumbrell Jeffrey Charles
Role Chief Revenue Officer
Type Security Shares Price Value
Grant/Award Common Stock 8,095 $0.00 $0.00
Grant/Award Common Stock 12,500 $0.00 $0.00
Holdings After Transaction: Common Stock — 120,571 shares (Direct)
Footnotes (2)
  1. F1. Represents Restricted Stock Units ("RSUs"), each of which represent a nontransferable right to receive one share of the Issuer's common stock. The award was granted under the Company's long-term stock incentive plans ("LTIP's) and vests on a prorated basis based on the total number of shares of common stock subject to the the award multiplied by a fraction equal to the number of calendar days elapsed since the grant date of such award divided by 1095, subject to Reporting Person's continued service (as defined in the 2025 Merger Agreement) through each such vesting date.
  2. F2. Represents Restricted Stock Units ("RSUs"), each of which represent a nontransferable right to receive one share of the Issuer's common stock. The award was granted based on the achievement of certain performance conditions described in the Notice of Restricted Stock Unit Grant under the 2018 Equity Incentive Plan and approved by the Company's Compensation Committee and immediately vest.
RSU grant 1 8,095 shares Restricted Stock Units awarded on August 1, 2025
RSU grant 2 12,500 shares Additional Restricted Stock Units awarded on August 1, 2025
Total RSU awards 20,595 shares Aggregate RSU awards to Jeffrey Dumbrell on August 1, 2025
Post-transaction common stock holding 120,571 shares Direct ownership after reported RSU awards
Vesting period 1,095 days Prorated vesting schedule for certain RSUs under long-term incentive plans
Grant price per share $0.00 Reported transaction price per share for RSU awards
Restricted Stock Units ("RSUs") financial
"Represents Restricted Stock Units ("RSUs"), each of which represent a nontransferable"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
long-term stock incentive plans ("LTIP's") financial
"The award was granted under the Company's long-term stock incentive plans ("LTIP's")"
2018 Equity Incentive Plan financial
"performance conditions described in the Notice of Restricted Stock Unit Grant under the 2018 Equity Incentive Plan"
2025 Merger Agreement financial
"subject to Reporting Person's continued service (as defined in the 2025 Merger Agreement)"

FAQ

What insider equity awards did Cantaloupe (CTLP) grant to CRO Jeffrey Dumbrell?
Cantaloupe granted Chief Revenue Officer Jeffrey Dumbrell two RSU awards on August 1, 2025, covering 8,095 and 12,500 Restricted Stock Units, each convertible into one share of common stock under company incentive plans.

How many RSUs did Cantaloupe (CTLP) CRO Jeffrey Dumbrell acquire and on what date?
Jeffrey Dumbrell acquired a total of 20,595 RSUs (grants of 8,095 and 12,500 units) on August 1, 2025. Each RSU represents a nontransferable right to receive one share of Cantaloupe common stock.

What vesting terms apply to the RSU awards reported by Cantaloupe (CTLP)?
The filing describes RSUs under long-term stock incentive plans that vest prorated over 1,095 days based on continued service under a 2025 Merger Agreement, and separate performance-based RSUs that vest immediately upon achievement of specified conditions.

What is Cantaloupe (CTLP) CRO Jeffrey Dumbrell’s common stock holding after these awards?
After the reported RSU awards, Jeffrey Dumbrell directly holds 120,571 shares of Cantaloupe common stock. This post-transaction holding reflects his direct ownership position as stated in the canonical holdings data.

Under which plans were the RSUs to Cantaloupe (CTLP) CRO Jeffrey Dumbrell granted?
The RSUs were granted under Cantaloupe’s long-term stock incentive plans tied to a 2025 Merger Agreement and under the 2018 Equity Incentive Plan, with performance conditions described in a Notice of Restricted Stock Unit Grant and approved by the Compensation Committee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
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*
Dumbrell Jeffrey Charles
(Last) (First) (Middle)
101 LINDENWOOD DRIVE
SUITE 405
(Street)
MALVERN PA 19355
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CANTALOUPE, INC. [ CTLP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Revenue Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 08/01/2025 A 8,095(1) A $0 108,071 D
Common Stock 08/01/2025 A 12,500(2) A $0 120,571 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
Explanation of Responses:
1. Represents Restricted Stock Units ("RSUs"), each of which represent a nontransferable right to receive one share of the Issuer's common stock. The award was granted under the Company's long-term stock incentive plans ("LTIP's) and vests on a prorated basis based on the total number of shares of common stock subject to the the award multiplied by a fraction equal to the number of calendar days elapsed since the grant date of such award divided by 1095, subject to Reporting Person's continued service (as defined in the 2025 Merger Agreement) through each such vesting date.
2. Represents Restricted Stock Units ("RSUs"), each of which represent a nontransferable right to receive one share of the Issuer's common stock. The award was granted based on the achievement of certain performance conditions described in the Notice of Restricted Stock Unit Grant under the 2018 Equity Incentive Plan and approved by the Company's Compensation Committee and immediately vest.
Remarks:
/s/ Anna Novoseletsky, Attorney in Fact 08/05/2025
** 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.

Source: View Original Filing on SEC EDGAR