Cantaloupe (CTLP) CAO equity, options cashed out at $11.20
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
CANTALOUPE, INC. Chief Accounting Officer Jared Scott Grachek disposed of his equity in connection with the company’s merger with Catalyst entities. He returned 29,510 shares of common stock to the issuer and no shares remained owned after these transactions.
At the merger’s effective time, each share of Cantaloupe common stock was canceled and converted into the right to receive $11.20 in cash per share, without interest. Outstanding restricted stock units became fully vested, were canceled, and were also converted into cash equal to this merger consideration.
Grachek also disposed of a non-qualified stock option covering 30,000 shares at a $6.54 exercise price. Under the merger terms, each in-the-money option became fully vested and was canceled in exchange for a cash payment equal to the number of underlying shares multiplied by the excess of the $11.20 merger price over the option’s exercise price.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Grachek Jared Scott
Role
Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-Qualified Stock Option (Right to Buy) | 30,000 | $0.00 | -- |
| Disposition | Common Stock | 8,722 | $0.00 | -- |
| Disposition | Common Stock | 20,788 | $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 shares disposed: 20,788 shares
Additional common shares disposed: 8,722 shares
Options disposed: 30,000 options
+3 more
6 metrics
Common shares disposed
20,788 shares
Common Stock disposition to issuer on May 8, 2026
Additional common shares disposed
8,722 shares
Second Common Stock disposition to issuer on May 8, 2026
Options disposed
30,000 options
Non-qualified stock option canceled in merger
Option exercise price
$6.54 per share
Exercise price of disposed non-qualified stock option
Merger consideration
$11.20 per share
Cash paid per Cantaloupe common share at effective time
Shares held after transaction
0 shares
Total common shares following reported dispositions
Key Terms
Agreement and Plan of Merger, Effective Time, Merger Consideration, restricted stock units, +2 more
6 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 ... having a per share exercise price less than the Merger Consideration ("In-the-Money Option")"
Merger Subsidiary regulatory
"Catalyst MergerSub Inc. ("Merger Subsidiary"), under which Merger Subsidiary was merged"
FAQ
What insider transaction did Cantaloupe (CTLP) report for Jared Scott Grachek?
Cantaloupe (CTLP) reported that Chief Accounting Officer Jared Scott Grachek disposed of his equity in connection with the company’s merger. He returned 29,510 common shares to the issuer and his reported common stock holdings fell to zero after the transactions.
What happened to Cantaloupe (CTLP) restricted stock units in the merger?
Each Cantaloupe (CTLP) restricted stock unit became fully vested and free of restrictions at or immediately before the effective time. It was then canceled and converted into a cash payment equal to the $11.20 per-share merger consideration for each underlying share.
How were Cantaloupe (CTLP) stock options with exercise prices below $11.20 handled?
Each in-the-money Cantaloupe (CTLP) stock option, with an exercise price below $11.20, became fully vested and was canceled in exchange for cash. The cash equaled the underlying shares multiplied by the difference between $11.20 and the option’s per-share exercise price.
What happened to Cantaloupe (CTLP) stock options with exercise prices at or above $11.20?
Cantaloupe (CTLP) stock options with exercise prices equal to or greater than the $11.20 merger consideration did not receive a payout. Under the merger agreement, these options were canceled at or immediately prior to the effective time without consideration.
What specific option position did Jared Scott Grachek dispose of at Cantaloupe (CTLP)?
Jared Scott Grachek disposed of a non-qualified stock option over 30,000 shares of Cantaloupe common stock with a $6.54 per-share exercise price. Consistent with the merger agreement, this in-the-money option was vested and canceled in exchange for a cash payment.