Cantaloupe (CTLP) CEO’s shares and options converted to $11.20 cash in merger

Rhea-AI Filing Summary

Cantaloupe, Inc. director and CEO Venkatesan Ravi reported dispositions tied to the company’s merger with 365 Retail Markets. On this Form 4, 43,391 and 149,727 shares of common stock were disposed of in transactions coded as “Disposition to issuer” in connection with the closing.

According to the merger agreement, at the effective time each share of Cantaloupe common stock was canceled and automatically converted into the right to receive $11.20 in cash per share, without interest. Outstanding restricted stock units and certain stock options were fully vested, canceled and converted into cash rights as described, while options with exercise prices at or above $11.20 were canceled without consideration.

Insights

Equity compensation and M&A specialist

CEO’s Form 4 shows equity being cashed out or canceled as part of a completed cash merger.

This Form 4 for Cantaloupe, Inc. reflects mechanical clean-up of CEO Venkatesan Ravi’s equity under the merger agreement with 365 Retail Markets and related entities. Common shares and awards were not sold on the open market; they were converted or canceled per the deal terms.

The footnotes state that each common share was converted into the right to receive $11.20 in cash and that restricted stock units became fully vested and cash-settled. “In-the-Money Options” were cashed out based on the excess of the $11.20 merger consideration over their exercise price, while options at or above $11.20 expired without payment.

For investors, this filing mainly confirms how existing equity awards were treated at closing, rather than signaling the CEO’s view on valuation. There are no remaining derivative holdings shown, suggesting his reported company equity position under this plan has been fully settled through the merger structure.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Venkatesan Ravi

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Non-Qualified Stock Option (Right to Buy)	800,000	$0.00	--
Disposition	Non-Qualified Stock Option (Right to Buy)	300,000	$0.00	--
Disposition	Non-Qualified Stock Option (Right to Buy)	200,000	$0.00	--
Disposition	Common Stock	149,727	$0.00	--
Disposition	Common Stock	43,391	$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"). 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 stock disposition 1: 43,391 shares Common stock disposition 2: 149,727 shares Merger consideration per share: $11.20 per share +3 more

6 metrics

Common stock disposition 1 43,391 shares Common Stock, disposition to issuer tied to merger

Common stock disposition 2 149,727 shares Common Stock, disposition to issuer tied to merger

Merger consideration per share $11.20 per share Cash paid for each share of common stock at effective time

Option grant 1 canceled 200,000 options Non-Qualified Stock Option, exercise price $11.20, disposition to issuer

Option grant 2 canceled 300,000 options Non-Qualified Stock Option, exercise price $9.44, disposition to issuer

Option grant 3 canceled 800,000 options Non-Qualified Stock Option, exercise price $3.48, disposition to issuer

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

"amount in cash equal to the Merger Consideration over the per share exercise price"

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")"

effective time of the Merger regulatory

"At the effective time of the Merger (the "Effective Time"), each share of common stock"

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.

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
Estimated average burden
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^*

Venkatesan Ravi

(Last) (First) (Middle)

101 LINDENWOOD DRIVE

SUITE 405

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		149,727	D	(1)(2)	0	D
Common Stock	05/08/2026		D		43,391	D	(3)	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)	$3.48	05/08/2026		D			800,000	(4)	10/01/2029(4)	Common Stock	800,000	(4)	0	D
Non-Qualified Stock Option (Right to Buy)	$9.44	05/08/2026		D			300,000	(4)	12/04/2027(4)	Common Stock	300,000	(4)	0	D
Non-Qualified Stock Option (Right to Buy)	$11.2	05/08/2026		D			200,000	(4)	11/08/2028(4)	Common Stock	200,000	(4)	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. 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.

4. 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:

	/s/ Anna Rose Novoseletsky	05/08/2026
	** 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 does Venkatesan Ravi’s Form 4 disclose for Cantaloupe (CTLP)?

The Form 4 shows CEO and director Venkatesan Ravi disposing of common stock and stock options in transactions coded as issuer dispositions. These reflect automatic treatment of his equity under Cantaloupe’s merger agreement with 365 Retail Markets, rather than open-market buying or selling activity.

How were Cantaloupe (CTLP) common shares treated in the merger?

At the merger’s effective time, each Cantaloupe common share was canceled and converted into the right to receive $11.20 in cash, without interest. This cash payment per share, called the Merger Consideration, replaced prior equity ownership for the reported holdings on this Form 4.

What happened to Cantaloupe (CTLP) restricted stock units in this filing?

Each restricted stock unit represented one Cantaloupe common share. Immediately before the effective time, all such RSUs became fully vested, were freed of restrictions, and then canceled. In exchange, holders became entitled to a cash amount per unit equal to the $11.20 Merger Consideration.

How were Cantaloupe (CTLP) stock options treated under the merger agreement?

Under the merger agreement, each in-the-money option became fully vested, then was canceled for cash equal to shares underlying the option times the excess of $11.20 over the exercise price. Options with exercise prices equal to or above $11.20 were canceled without any payment.

Are the transactions in this Cantaloupe (CTLP) Form 4 open-market sales?

No. The transactions are coded as dispositions to the issuer and are described in footnotes as resulting from the merger closing. Shares, RSUs, and options were canceled or converted into cash rights according to the merger agreement, not sold through public market trades.