Cantaloupe director equity cashed out in merger
Cantaloupe, Inc. director Michael Passilla reported dispositions of company equity tied to the completion of the company’s merger.
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Form Type
4
Rhea-AI Filing Summary
Cantaloupe, Inc. director Michael Passilla reported dispositions of company equity tied to the completion of the company’s merger. On May 8, 2026, a total of 19,157 and 78,319 shares of common stock were canceled and converted into the right to receive $11.20 per share in cash under the merger terms. A non-qualified stock option covering 120,000 shares with a $6.49 per share exercise price was also canceled in exchange for cash equal to the spread between the $11.20 merger price and the option exercise price. Following these transactions, the filing shows no remaining holdings for these reported positions.
Insider Trade Summary
Disposition: 217,476 shares
Disposition
3 txns
Insider
Passilla Michael
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-Qualified Stock Option (Right to Buy) | 120,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 78,319 | $0.00 | $0.00 |
| Disposition | Common Stock | 19,157 | $0.00 | $0.00 |
Holdings After Transaction:
Non-Qualified Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. 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.
- F2. 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").
- F3. 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.
- F4. 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 canceled (block 1): 19,157 shares
Common shares canceled (block 2): 78,319 shares
Option shares canceled: 120,000 shares
+3 more
6 metrics
Common shares canceled (block 1)
19,157 shares
Common Stock converted to $11.20 cash per share at merger
Common shares canceled (block 2)
78,319 shares
Common Stock converted to $11.20 cash per share at merger
Option shares canceled
120,000 shares
Non-qualified stock option tied to Common Stock
Option exercise price
$6.49 per share
Non-qualified stock option exercise price
Merger consideration
$11.20 per share
Cash paid for each share of Common Stock
Option expiration date
May 6, 2027
Original expiration date before cancellation
Key Terms
Agreement and Plan of Merger, Effective Time, Merger Consideration, restricted stock units, +1 more
5 terms
Agreement and Plan of Merger financial
"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 financial
"At the effective time of the Merger (the "Effective Time"), each share of common stock"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
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"
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")"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Cantaloupe (CTLP) report for Michael Passilla?
Cantaloupe director Michael Passilla reported disposing of common stock and stock options in connection with the company’s merger. His reported shares were canceled and converted into cash rights, and his in-the-money stock option was canceled for a cash payment based on the merger price spread.
What happened to Michael Passilla’s Cantaloupe (CTLP) stock option in the merger?
A non-qualified stock option for 120,000 Cantaloupe shares with a $6.49 exercise price was canceled under the merger agreement. It was exchanged for cash equal to 120,000 times the difference between the $11.20 merger consideration and the option’s per-share exercise price.
Did Cantaloupe (CTLP) restricted stock units convert in the merger?
Yes. Each restricted stock unit, representing one Cantaloupe share, became fully vested and free of restrictions at or immediately before the merger’s effective time. Each was then canceled and converted into a cash right equal to the $11.20 per share merger consideration specified in the agreement.
How were in-the-money Cantaloupe (CTLP) options treated in the merger?
Each in-the-money Cantaloupe option, with an exercise price below $11.20, vested and was canceled for cash equal to shares covered times the merger consideration minus the exercise price. Options with exercise prices at or above $11.20 were canceled without any cash consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
