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Cantaloupe (CTLP) director’s shares, RSUs and options cashed out in merger

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

Rhea-AI Filing Summary

Cantaloupe, Inc. director Lisa P. Baird reported dispositions tied to the closing of the company’s merger with 365 Retail Markets and related entities. She disposed of 19,157 shares of common stock, another 175,795 shares, and 120,000 non-qualified stock options in issuer transactions.

According to the merger terms, each share of Cantaloupe common stock was canceled and converted into the right to receive $11.20 in cash, without interest. Each outstanding restricted stock unit vested and was converted into cash at the same $11.20 per-unit Merger Consideration.

Each in-the-money stock option, including options with a $6.49 exercise price, was fully vested and canceled in exchange for cash equal to the number of underlying shares multiplied by the excess of the $11.20 Merger Consideration over the option’s exercise price.

Positive

  • None.

Negative

  • None.
Insider Baird Lisa P.
Role null
Type Security Shares Price Value
Disposition Non-Qualified Stock Option (Right to Buy) 120,000 $0.00 --
Disposition Common Stock 175,795 $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.
Common stock disposition 1 19,157 shares Common Stock canceled and converted to cash at $11.20 per share
Common stock disposition 2 175,795 shares Common Stock canceled and converted to cash at $11.20 per share
Options disposed 120,000 options Non-Qualified Stock Options on Common Stock canceled for cash
Option exercise price $6.49 per share Exercise price of non-qualified stock options canceled in merger
Merger Consideration $11.20 per share Cash paid per share of Cantaloupe common stock at effective time
Agreement and Plan of Merger regulatory
"This Form 4 reports 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.
restricted stock units financial
"Each of these restricted stock units of the Company ("RSU") represented a contingent right to receive one share of Common Stock."
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")"
effective time of the Merger regulatory
"At the effective time of the Merger (the "Effective Time"), each share of common stock of the Company"
The effective time of the merger is the exact moment when a planned combination of two companies legally takes effect, usually specified in the merger agreement and reflected by the formal filing or timestamp. For investors, it is the point when ownership, voting rights, financial reporting and control shift—like a light switch flipping that joins two rooms into one—so it determines when shares convert, who controls corporate decisions and which results appear in financial statements.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Baird Lisa P.
(Last)(First)(Middle)
101 LINDENWOOD DRIVE SUITE 120
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/08/2026D175,795D(1)(2)0D
Common Stock05/08/2026D19,157D(3)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (Right to Buy)$6.4905/08/2026D120,000 (4)05/06/2027(4)Common Stock120,000(4)0D
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 Fact05/08/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Cantaloupe (CTLP) director Lisa P. Baird report on this Form 4?

Lisa P. Baird reported issuer dispositions of Cantaloupe common stock and stock options tied to the company’s merger. She disposed of 19,157 and 175,795 common shares and 120,000 non-qualified stock options, all converted into cash rights under the agreed merger consideration terms.

How were Cantaloupe (CTLP) common shares treated in the merger?

Each Cantaloupe common share was canceled at the merger’s effective time and converted into the right to receive $11.20 in cash, without interest. This fixed cash amount per share is referred to as the Merger Consideration in the merger agreement and related disclosures.

What happened to Lisa P. Baird’s restricted stock units in the Cantaloupe merger?

Each restricted stock unit represented one Cantaloupe share and, at or immediately before the merger’s effective time, became fully vested and free of restrictions. Each RSU was then canceled and converted into a cash payment per unit equal to the $11.20 Merger Consideration amount.

How were Cantaloupe (CTLP) stock options affected by the merger consideration?

Each in-the-money Cantaloupe stock option became fully vested and was canceled in exchange for cash. The cash value equaled the number of shares underlying the option multiplied by the amount by which the $11.20 Merger Consideration exceeded the option’s per-share exercise price.

What treatment applied to Cantaloupe options with exercise prices at or above $11.20?

Under the merger agreement, any outstanding Cantaloupe stock option with a per-share exercise price equal to or greater than the $11.20 Merger Consideration was canceled without any cash consideration. Only options with exercise prices below $11.20 received a cash payout upon cancellation.

Which specific Cantaloupe stock option position did Lisa P. Baird dispose of?

Lisa P. Baird reported disposing of 120,000 non-qualified stock options with a $6.49 per-share exercise price. These options, exercisable for 120,000 Cantaloupe common shares, became fully vested and were canceled in exchange for cash based on the $11.20 Merger Consideration formula.