CANTALOUPE, INC.·4

May 8, 4:31 PM ET

Lamm Jacob 4

4 · CANTALOUPE, INC. · Filed May 8, 2026

Research Summary

AI-generated summary of this filing

Updated

Cantaloupe (CTLP) Director Jacob Lamm Sells 217,476 Shares in Merger

What Happened Jacob Lamm, a director of Cantaloupe, reported dispositions on May 8, 2026 totaling 217,476 shares/units (78,319 + 19,157 + 120,000). These securities were canceled and converted into cash under the company’s merger agreement. Common stock and vested RSUs were converted at $11.20 per share; in‑the‑money options (derivative securities) were cashed out per the merger formula. If all 217,476 were paid at $11.20, the gross consideration would be about $2,435,731; option payouts may differ based on exercise prices.

Key Details

  • Transaction date: 2026-05-08; Form filed 2026-05-08 (timely filing).
  • Total securities disposed: 217,476 (78,319; 19,157; 120,000 derivative).
  • Merger consideration for common stock/RSUs: $11.20 per share (cash).
  • Options/derivatives: in‑the‑money options were canceled for a cash payment equal to (shares × (11.20 − exercise price)) per merger terms.
  • Shares owned after transaction: reported as zero common shares (all reported holdings were converted/canceled in the merger).
  • Footnotes: dispositions were made pursuant to the Agreement and Plan of Merger dated June 15, 2025; RSUs vested and were converted; options treated per the merger formula.

Context These transactions are merger-related cash outs, not open-market sales or purchases. Common stock and RSUs were paid at the stated merger price; option payouts depend on each option’s exercise price. Such merger-driven conversions are routine corporate-transaction outcomes and do not by themselves indicate the insider’s ongoing sentiment about the company’s stock.

Insider Transaction Report

Form 4Exit
Period: 2026-05-08
Lamm Jacob
Director
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-05-0878,3190 total
  • Disposition to Issuer

    Common Stock

    [F3]
    2026-05-0819,1570 total
  • Disposition to Issuer

    Non-Qualified Stock Option (Right to Buy)

    [F4]
    2026-05-08120,0000 total
    Exercise: $6.49Exp: 2027-05-06Common 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

Documents

1 file
  • 4
    wk-form4_1778272279.xmlPrimary

    FORM 4