Warren Shannon S 4
4 · CANTALOUPE, INC. · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
Cantaloupe (CTLP) Director Warren Shannon S Sells 217,476 Shares/Options
What Happened
- Director Warren Shannon S reported dispositions on May 8, 2026 under the Merger Agreement: 78,319 shares, 19,157 shares, and 120,000 derivative units (options/RSUs), a total of 217,476 units converted or canceled.
- The filing shows these instruments were disposed to the issuer as part of the company’s merger. Common stock and RSUs were canceled and converted into the Merger Consideration of $11.20 per share. The Form 4 lists N/A for per-share sale prices because the conversions were merger cash-outs, not open-market trades.
- Calculated cash amounts: the 78,319 + 19,157 = 97,476 shares/RSUs generated $1,091,731.20 at $11.20 each. The 120,000 derivative units could represent up to $1,344,000 at $11.20 each, but per the filing (F4) in‑the‑money options are cashed out based on (11.20 − exercise price) so the actual cash for options is determined by their exercise prices. Maximum gross value if all 217,476 units were paid at $11.20 = $2,435,731.20.
Key Details
- Transaction date and filing date: May 8, 2026 (period of report and filing are the same).
- Transaction type/code: D — Disposition to the issuer (merger cash-out); one entry identified as a derivative.
- Consideration: Merger Consideration = $11.20 per common share (per footnotes). RSUs converted to the same cash amount; options were cashed out per the formula in footnote F4.
- Shares owned after transaction: the reported common shares, RSUs and applicable options were canceled at the Effective Time of the Merger, converting them to cash — the filing indicates those instruments no longer remain in their pre‑merger form.
- Filing timeliness: filed May 8, 2026 for transactions on May 8, 2026 — appears timely.
Context
- These were not open-market sales. They were merger-related conversions: common stock and RSUs were converted to a fixed cash amount per share; in‑the‑money options were settled for the difference between the merger price and the option exercise price (not listed in the Form 4), and out‑of‑the‑money options, if any, were canceled without consideration per the Merger Agreement.
- This is a corporate transaction tied to the Merger Agreement (Catalyst/365 Retail Markets acquisition) rather than a discretionary insider sale; it reflects the merger payout rather than a trading decision.
Insider Transaction Report
Form 4Exit
CANTALOUPE, INC.CTLP
Warren Shannon S
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