Bergeron Douglas 4
4 · CANTALOUPE, INC. · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Cantaloupe (CTLP) Director Douglas Bergeron Sells Shares in Merger
What Happened
- Douglas Bergeron, a director of Cantaloupe, participated in the company merger on May 8, 2026 and reported multiple dispositions totaling 1,203,138 securities. Transactions include common-stock cancellations to the issuer, a rollover of shares into a buyer vehicle, and derivative cancellations tied to the merger.
- Specifics: 493,561 and 19,157 common shares were canceled/converted under the merger; 570,420 shares were contributed (rolled) to Garage Topco LP in exchange for Garage Topco units; 120,000 derivative awards/options were canceled as well. Under the merger agreement, common shares (and vested RSUs) were converted into the right to receive $11.20 per share in cash, so the 512,718 canceled common shares equate to about $5.74 million in cash. Additional cash from canceled RSUs/options may apply per the filing footnotes.
Key Details
- Transaction date: May 8, 2026 (Effective time of merger). Form 4 filed May 21, 2026.
- Reported dispositions: total 1,203,138 securities (493,561 D; 570,420 J (rollover); 19,157 D; 120,000 D (derivative)).
- Price/value: Merger consideration = $11.20 per share for common stock/vested RSUs. 512,718 canceled common shares × $11.20 ≈ $5,742,442. Options/derivatives may have different cash values per footnote F6 (depends on exercise price).
- Shares owned after transaction: Not explicitly stated on the Form 4 summary provided here; filing notes certain shares are held by BERGERON SEPARATE SHARE T/F CHILDREN, a trust Mr. Bergeron controls (footnote F4).
- Notable footnotes: transactions were part of the Agreement and Plan of Merger (F1); common shares/vested RSUs were converted to $11.20 cash (F2, F5); 570,420 shares were rolled into Garage Topco LP for common units (F3); some options were cashed out per difference between merger price and exercise price (F6).
- Timing: The Form 4 was filed 13 days after the May 8 transactions (filed May 21). Insider Form 4s are generally due within two business days, so this filing appears later than typical; investors may monitor for any amended filing or disclosure.
Context
- This activity is driven by the company merger, not an ordinary open-market sale. Many insider filings tied to M&A show cancellations or cash-outs of equity per the merger agreement rather than trading for personal reasons.
- Rollover (the 570,420-share J transaction) is not an immediate cash sale — those shares were exchanged for Garage Topco LP units and may indicate ongoing economic interest through the buyer vehicle.
- Derivative cancellations (RSUs/options) were treated per the merger terms; RSUs were converted to cash at $11.20 each, while option cashouts depend on the option exercise prices.
Insider Transaction Report
Form 4Exit
CANTALOUPE, INC.CTLP
Bergeron Douglas
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-08−493,561→ 0 total - Other
Common Stock
[F3][F1][F4]2026-05-08−570,420→ 0 total - Disposition to Issuer
Common Stock
[F5]2026-05-08−19,157→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F6]2026-05-08−120,000→ 0 totalExercise: $6.49Exp: 2027-05-06→ Common Stock (120,000 underlying)
Footnotes (6)
- [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]In connection with the Merger, BERGERON SEPARATE SHARE T/F CHILDREN entered into a Rollover Agreement, dated as of February 19, 2026, pursuant to which, among other things, immediately prior to the Effective Time, (i) BERGERON SEPARATE SHARE T/F CHILDREN contributed 570,420 shares of Common Stock to Garage Topco LP in exchange for common units of Garage Topco LP.
- [F4]The shares of Common Stock reported in this row of this Form 4 are owned by BERGERON SEPARATE SHARE T/F CHILDREN, a trust account which Mr. Bergeron controls such that Mr. Bergeron has voting power with respect to such shares.
- [F5]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.
- [F6]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
Douglas Bergeron|2026-05-21