Cantaloupe (CTLP) Form 4 — Dumbrell Reports 20,595 RSUs on 08/01/2025
Rhea-AI Filing Summary
Form 4 — Cantaloupe, Inc. (CTLP): Reporting person Jeffrey Charles Dumbrell, Chief Revenue Officer, reported equity awards dated 08/01/2025.
The filing shows two grants of Restricted Stock Units (RSUs): 8,095 RSUs granted under the company long-term stock incentive plans with prorated vesting based on days elapsed since grant divided by 1,095 and subject to continued service under the 2025 Merger Agreement; and 12,500 RSUs granted under the 2018 Equity Incentive Plan tied to performance conditions that immediately vested. The tables list beneficial ownership following the transactions as 108,071 and 120,571, respectively. The Form 4 is signed by an attorney-in-fact, Anna Novoseletsky, dated 08/05/2025.
Positive
- 12,500 RSUs were granted and are stated to immediately vest, increasing the reporting person's beneficial ownership
- 8,095 RSUs were granted under the company's LTIP with a clear prorated vesting schedule (days elapsed/1,095) tied to continued service
Negative
- None.
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 Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 8,095 | $0.00 | -- |
| Grant/Award | Common Stock | 12,500 | $0.00 | -- |
Footnotes (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. 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.
