Baird Lisa P. 4
4 · CANTALOUPE, INC. · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
Cantaloupe (CTLP) Director Lisa Baird Sells 314,952 Shares in Merger
What Happened
Lisa P. Baird, a director of Cantaloupe, disposed of a total of 314,952 shares/units on May 8, 2026 in connection with the company's merger. The transactions include dispositions of 175,795 and 19,157 shares of common stock and 120,000 derivative units (e.g., RSUs/options). Under the Merger Agreement, shares/RSUs were canceled and converted into the Merger Consideration of $11.20 per share, producing aggregate cash proceeds of roughly $3.53 million. These were dispositions to the issuer as part of the merger, not open-market sales.
Key Details
- Transaction date: 2026-05-08; reported on Form 4 filed 2026-05-08 (timely).
- Price: N/A on the Form 4 because shares/units were canceled and converted under the Merger Agreement; Merger Consideration = $11.20 per share.
- Share counts: 175,795 common shares; 19,157 common shares; 120,000 derivative units — total 314,952.
- Estimated cash received (common + RSUs converted at $11.20): ≈ $3,527,462.40. (If any derivative items were options, their cash payout could differ per exercise price.)
- Shares owned after the transaction: not specified in the provided filing excerpt.
- Footnotes: F1–F4 describe the merger, conversion of common stock and RSUs to cash at $11.20, and treatment of in‑the‑money vs. out‑of‑the‑money options.
Context
"Disposition to the issuer" here reflects the merger mechanics: outstanding common shares and RSUs were canceled and cash‑settled at the deal price. In‑the‑money options (if any) were cashed out per the agreement; options with exercise prices at or above the merger price were canceled without payment. Because these were automatic merger cash‑outs rather than voluntary open‑market sales, they should not be read as an independent buy/sell signal by the insider.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-08−175,795→ 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.