Passilla Michael 4
4 · CANTALOUPE, INC. · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
Cantaloupe (CTLP) Director Michael Passilla Sells 217,476 Shares in Merger
What Happened
- Director Michael Passilla reported dispositions on 2026-05-08 related to the company’s merger: 78,319 common shares, 19,157 common shares, and 120,000 derivative securities (total 217,476 securities) were converted/cancelled and paid out as merger consideration. Per the Merger Agreement, each cancelled share/RSU received $11.20 in cash; the total cash value of these conversions is approximately $2,435,731 (about $2.44M).
Key Details
- Transaction date: 2026-05-08 (reported on Form 4 filed 2026-05-08).
- Consideration: $11.20 per share (Merger Consideration) — price for the reported dispositions; the Form lists per-share price as N/A but footnotes confirm the cash-out amount.
- Shares/units reported disposed: 78,319; 19,157; and 120,000 (derivative) — total 217,476.
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Notable footnotes:
- F1: Dispositions occurred under the Agreement and Plan of Merger (effective at the reported time).
- F2: Common shares were cancelled and converted into $11.20 cash per share.
- F3: RSUs vested, were cancelled, and converted into cash equal to the Merger Consideration.
- F4: In‑the‑money options were cashed out for the spread; out‑of‑the‑money options were cancelled without consideration.
- Filing timeliness: filing date equals period of report (no late filing indicated).
Context
- These were not open‑market sales but merger cash‑outs: common shares, vested RSUs, and certain options were converted to cash under the merger terms. For options, treatment depends on exercise price (in‑the‑money options received cash for the spread; others were cancelled).
- Such merger-driven conversions are routine corporate‑transaction outcomes and do not necessarily signal insider sentiment about future company performance.
Insider Transaction Report
Form 4Exit
CANTALOUPE, INC.CTLP
Passilla Michael
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