RICHEY ELLEN 4
4 · CANTALOUPE, INC. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Cantaloupe (CTLP) Director Ellen Richey Sells Shares in Merger
What Happened
- Ellen Richey, a director of Cantaloupe, Inc. (CTLP), disposed of a total of 217,476 company shares on May 8, 2026. The transactions consist of 78,319 shares, 19,157 shares, and 120,000 derivative shares (RSUs/options), all reported as dispositions to the issuer in connection with the company’s merger.
- Under the Merger Agreement, each share (and each vested RSU/eligible in‑the‑money option) was canceled and converted into the right to receive $11.20 in cash per share, for a total cash value of approximately $2,435,731.
Key Details
- Transaction date: May 8, 2026; Form 4 filed May 11, 2026 (timely filing).
- Per-share merger consideration: $11.20 in cash.
- Shares disposed: 78,319; 19,157; and 120,000 (derivative instruments) — total 217,476 shares → ≈ $2.44M.
- The 120,000 "derivative" shares relate to equity awards (RSUs or in‑the‑money options) that were vested/canceled and settled for cash per the Merger Agreement (see footnotes F3–F4).
- These were dispositions "to the issuer" (cancellations/conversions under the merger), not open‑market sales.
- Shares owned after the transaction are not included in the provided excerpt of the filing.
Context
- This reporting reflects the cash‑out treatment of stock and equity awards under the June 15, 2025 Merger Agreement (Merger Consideration $11.20/share). RSUs were converted to cash equal to the Merger Consideration and in‑the‑money options were canceled for cash in accordance with the agreement.
- These are merger-related cash settlements, not routine open‑market insider sales; such transactions reflect deal terms rather than a direct trading decision by the insider.
Insider Transaction Report
Form 4Exit
CANTALOUPE, INC.CTLP
RICHEY ELLEN
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-08−78,319→ 0 total - Disposition to Issuer
Common Stock
[F3]2026-05-08−19,157→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F4]2026-05-08−120,000→ 0 totalExercise: $6.49Exp: 2027-05-06→ Common Stock (120,000 underlying)
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.
Signature
/s/ Anna Novoseletsky, Attorney in Fact|2026-05-08