Bergeron Douglas 4

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.