Cantaloupe (CTLP) director Bergeron cashes out shares in $11.20-per-share merger

Rhea-AI Filing Summary

Cantaloupe, Inc. director Douglas Bergeron reported restructuring and disposition of his equity in connection with the closing of a merger in which a subsidiary of Catalyst Holdco entities merged into the company. At the effective time, each share of common stock was canceled and converted into the right to receive $11.20 in cash per share.

Immediately before the effective time, 570,420 shares of common stock held by BERGERON SEPARATE SHARE T/F CHILDREN were contributed to Garage Topco LP in exchange for common units, while Bergeron retained voting power over those trust shares. Restricted stock units became fully vested and were canceled for cash equal to the merger consideration, and 120,000 non-qualified stock options with a $6.49 exercise price were treated under the merger agreement formula. Following these transactions, this Form 4 shows no remaining reported holdings.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Bergeron Douglas

Role null

Type	Security	Shares	Price	Value
Disposition	Non-Qualified Stock Option (Right to Buy)	120,000	$0.00	--
Disposition	Common Stock	493,561	$0.00	--
Other	Common Stock	570,420	$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"). In connection with the Merger, BERGERON SEPARATE SHARE T/F CHILDREN entered into a Rollover Agreement, dated as of February 19, 2026, pursuant to which, among other things, immediately prior to the Effective Time, (i) BERGERON SEPARATE SHARE T/F CHILDREN contributed 570,420 shares of Common Stock to Garage Topco LP in exchange for common units of Garage Topco LP. The shares of Common Stock reported in this row of this Form 4 are owned by BERGERON SEPARATE SHARE T/F CHILDREN, a trust account which Mr. Bergeron controls such that Mr. Bergeron has voting power with respect to such shares. 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

Merger Consideration per Share: $11.20 per share Trust Shares Contributed: 570,420 shares Common Stock Disposed to Issuer (Row 1): 19,157 shares +3 more

6 metrics

Merger Consideration per Share $11.20 per share Cash paid for each canceled Cantaloupe common share at effective time

Trust Shares Contributed 570,420 shares Common stock contributed to Garage Topco LP by BERGERON SEPARATE SHARE T/F CHILDREN

Common Stock Disposed to Issuer (Row 1) 19,157 shares Issuer disposition of Cantaloupe common stock on May 8, 2026

Common Stock Disposed to Issuer (Row 3) 493,561 shares Additional issuer disposition of Cantaloupe common stock on May 8, 2026

Option Shares Disposed 120,000 options Non-qualified stock option canceled as disposition to issuer

Option Exercise Price $6.49 per share Exercise price of disposed non-qualified stock option

Key Terms

Agreement and Plan of Merger, Merger Consideration, Rollover Agreement, restricted 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

"…was canceled and automatically converted into the right to receive $11.20 in cash… 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.

Rollover Agreement financial

"…entered into a Rollover Agreement, dated as of February 19, 2026, pursuant to which… contributed 570,420 shares…"

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") became fully vested…"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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
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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^*

Bergeron Douglas

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/08/2026		D		493,561	D	(1)(2)	0	D
Common Stock	05/08/2026		J(3)		570,420	D	(1)(3)(4)	0	D
Common Stock	05/08/2026		D		19,157	D	(5)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	$6.49	05/08/2026		D			120,000	(6)	05/06/2027(6)	Common Stock	120,000	(6)	0	D

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. In connection with the Merger, BERGERON SEPARATE SHARE T/F CHILDREN entered into a Rollover Agreement, dated as of February 19, 2026, pursuant to which, among other things, immediately prior to the Effective Time, (i) BERGERON SEPARATE SHARE T/F CHILDREN contributed 570,420 shares of Common Stock to Garage Topco LP in exchange for common units of Garage Topco LP.

4. The shares of Common Stock reported in this row of this Form 4 are owned by BERGERON SEPARATE SHARE T/F CHILDREN, a trust account which Mr. Bergeron controls such that Mr. Bergeron has voting power with respect to such shares.

5. 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.

6. 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:

	Douglas Bergeron	05/21/2026
	** Signature of Reporting Person	Date
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)

FAQ

What did Cantaloupe (CTLP) director Douglas Bergeron report in this Form 4?

Douglas Bergeron reported dispositions and restructuring of Cantaloupe equity tied to a merger. Common shares, options, and RSUs were canceled and converted into cash rights under a merger agreement, leaving no remaining holdings reported on this Form 4.

At what cash price were Cantaloupe (CTLP) common shares converted in the merger?

Each Cantaloupe common share was converted into the right to receive $11.20 in cash. This per-share cash amount, defined as the Merger Consideration, applied when shares were canceled at the effective time of the merger described in the Form 4 footnotes.

How were 570,420 Cantaloupe (CTLP) shares held via BERGERON SEPARATE SHARE T/F CHILDREN treated?

Immediately before the merger’s effective time, 570,420 shares were contributed to Garage Topco LP. They were exchanged for common units of Garage Topco LP under a rollover agreement, and the trust was controlled by Douglas Bergeron, who held voting power over those shares.

What happened to Douglas Bergeron’s Cantaloupe (CTLP) stock options in this filing?

A non-qualified stock option for 120,000 shares with a $6.49 exercise price was disposed of to the issuer. Under the merger agreement, in-the-money options became fully vested and were canceled in exchange for cash based on a specified formula using the merger consideration.

How were Cantaloupe (CTLP) restricted stock units treated in the merger?

Each restricted stock unit became fully vested and free of restrictions at or immediately prior to the effective time. The RSUs were then canceled and converted into the right to receive a cash amount per unit equal to the $11.20 merger consideration per underlying share.

Does this Cantaloupe (CTLP) Form 4 show Douglas Bergeron retaining any company securities?

This Form 4 reports total shares following the transactions as zero for the listed positions. Common stock and the reported option position show no remaining holdings after the merger-related cancellations, cash conversions, and restructuring transactions disclosed in the filing.