Cantaloupe (CTLP) CFO fully cashes out shares and options at $11.20 in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cantaloupe, Inc. Chief Financial Officer Scott Matthew Stewart reported the cancellation and cash-out of his equity in connection with the company’s merger with 365 Retail Markets, LLC and related entities. The filing shows dispositions coded “D” as issuer dispositions tied to the merger closing.
Each reported share of common stock was canceled and automatically converted into the right to receive $11.20 in cash per share, described as the Merger Consideration. His reported non-qualified stock options, with exercise prices below $11.20, became fully vested and were canceled in exchange for cash equal to the in-the-money value, while any options at or above the Merger Consideration were canceled without payment.
After these transactions, the Form 4 shows zero common shares and zero derivative securities remaining for the CFO, meaning his previously reported equity awards were fully settled or canceled as part of the merger terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Stewart Scott Matthew
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-Qualified Stock Option (Right to Buy) | 225,000 | $0.00 | -- |
| Disposition | Non-Qualified Stock Option (Right to Buy) | 175,000 | $0.00 | -- |
| Disposition | Non-Qualified Stock Option (Right to Buy) | 125,000 | $0.00 | -- |
| Disposition | Non-Qualified Stock Option (Right to Buy) | 100,000 | $0.00 | -- |
| Disposition | Common Stock | 3,323 | $0.00 | -- |
| Disposition | Common Stock | 23,254 | $0.00 | -- |
| Disposition | Common Stock | 50,000 | $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. Each of these restricted stock units of the Company ("PSU") represented a contingent right to receive one share of Common Stock, subject to satisfying additional performance conditions. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each PSU that was outstanding immediately prior to the Effective Time which remained subject to vesting based on achieving certain performance metrics became vested with respect to that number of shares of Common Stock based on deemed achievement of the performance metrics at target performance, and was canceled and converted into the right to receive, with respect to each such vested share of Common Stock underlying such PSU, 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 stock canceled: 50,000 shares
Additional common stock canceled: 23,254 shares
Additional common stock canceled: 3,323 shares
+5 more
8 metrics
Common stock canceled
50,000 shares
Common Stock disposed of to issuer at merger effective time
Additional common stock canceled
23,254 shares
Common Stock disposed of to issuer at merger effective time
Additional common stock canceled
3,323 shares
Common Stock disposed of to issuer at merger effective time
Options canceled (strike $11.20)
100,000 options
Non-qualified stock options with $11.20 exercise price tied to common stock
Options canceled (strike $8.58)
125,000 options
In-the-money options canceled for cash based on $11.20 Merger Consideration
Options canceled (strike $8.02)
175,000 options
In-the-money options canceled for cash based on $11.20 Merger Consideration
Options canceled (strike $6.35)
225,000 options
In-the-money options canceled for cash based on $11.20 Merger Consideration
Merger Consideration
$11.20 per share
Cash paid for each share of Cantaloupe common stock at effective time
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, performance stock units, +1 more
5 terms
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.
performance stock units financial
"Each of these restricted stock units of the Company ("PSU") represented a contingent right to receive one share of Common Stock, subject to satisfying additional performance conditions."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
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")"
FAQ
What did Cantaloupe (CTLP) CFO Scott Matthew Stewart report in this Form 4?
He reported dispositions of common stock and stock options to the issuer as part of a completed merger. All reported shares and options were canceled and settled in cash or terminated under the merger’s terms.
What happened to Cantaloupe (CTLP) restricted stock units and performance stock units in the merger?
Outstanding restricted stock units fully vested, were freed of restrictions, then canceled for cash equal to the $11.20 Merger Consideration per share. Performance stock units vested at target performance and were similarly canceled for the same per-share cash amount.
How were Cantaloupe (CTLP) stock options treated for the CFO under the merger agreement?
Each in-the-money option, with an exercise price below $11.20, fully vested and was canceled for cash equal to shares covered times the excess of $11.20 over the strike price. Options with exercise prices at or above $11.20 were canceled without consideration.
What merger transaction drove these Cantaloupe (CTLP) Form 4 dispositions?
The dispositions arose from the Agreement and Plan of Merger dated June 15, 2025, under which a merger subsidiary of Catalyst entities combined with Cantaloupe, Inc., leaving Cantaloupe as the surviving corporation and converting equity into cash rights.