Cantaloupe director shares cashed out at $11.20
Cantaloupe, Inc. director Warren S. Shannon reported disposing of his equity in connection with the company’s merger with Catalyst entities.
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Form Type
4
Rhea-AI Filing Summary
Cantaloupe, Inc. director Warren S. Shannon reported disposing of his equity in connection with the company’s merger with Catalyst entities. On May 8, 2026, his common stock holdings were canceled and converted into the right to receive $11.20 in cash per share under the merger terms.
A non-qualified stock option for 120,000 shares with a $6.49 exercise price was also canceled in exchange for cash as an in-the-money option. Following these transactions, the Form 4 shows no remaining reported common stock or option holdings for Shannon.
Insider Trade Summary
Disposition: 217,476 shares
Disposition
3 txns
Insider
Warren Shannon S
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 disposed: 19,157 shares
Additional common shares disposed: 78,319 shares
Option underlying shares: 120,000 shares
+2 more
5 metrics
Common shares disposed
19,157 shares
Common Stock issuer disposition on May 8, 2026
Additional common shares disposed
78,319 shares
Common Stock issuer disposition on May 8, 2026
Option underlying shares
120,000 shares
Non-qualified stock option canceled, expiration May 6, 2027
Option exercise price
$6.49 per share
Non-qualified stock option (right to buy) for common stock
Merger cash consideration
$11.20 per share
Cash Merger Consideration for each share of common stock
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, In-the-Money Option, +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.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Warren S. Shannon’s Form 4 for Cantaloupe (CTLP) report?
The Form 4 reports that director Warren S. Shannon disposed of his Cantaloupe equity in connection with a merger. His common shares and certain stock options were canceled and converted into cash rights, leaving no reported common stock or option holdings after the transactions.
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 merger’s effective time. Each then was canceled and converted into a right to receive a cash amount equal to the $11.20 per-share Merger Consideration, instead of delivering company shares.
What happened to Cantaloupe (CTLP) stock options in this transaction?
Each in-the-money option, with an exercise price below $11.20, became fully vested and was canceled in exchange for cash based on its intrinsic value. Options with an exercise price equal to or above the $11.20 Merger Consideration were canceled without any consideration under the merger terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
