RICHEY ELLEN 4

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.