Harris Ian Jiro 4
4 · CANTALOUPE, INC. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Cantaloupe (CTLP) Director Harris Ian Jiro Receives $3.22M in Merger Cash
What Happened
Harris Ian Jiro, a director of Cantaloupe, Inc. (CTLP), reported dispositions on May 8, 2026 tied to the company’s merger. A total of 287,875 positions were converted/canceled: 168,718 shares of common stock and 19,157 RSUs were canceled and converted into $11.20 per share in cash (totaling $2,104,200), and 100,000 option-related units (reported as a derivative) were canceled and settled for cash per the merger terms. All dispositions occurred under the Merger Agreement; these were not open-market sales.
Key Details
- Transaction date: May 8, 2026; Form 4 filed May 11, 2026 (timely under Section 16 rules).
- Reported dispositions: 168,718 common shares + 19,157 RSUs (each paid $11.20/share = $2,104,200 total) + 100,000 derivative/option units (cash-out per merger formula).
- Total positions converted/canceled: 287,875. Aggregate cash for the option portion is not reported on the Form 4 because it depends on each option’s exercise price; the merger formula pays (Merger Consideration – option strike) per in‑the‑money option share.
- Holdings after transaction: the reported common shares, RSUs and affected options were canceled at the Effective Time of the merger, resulting in cash settlement rather than retained CTLP equity.
- Footnotes: filings note the dispositions were pursuant to the Merger Agreement (F1); common shares and RSUs were converted into $11.20 per share cash (F2, F3); in‑the‑money options were cashed out per the Merger Agreement formula (F4).
Context
This filing reflects a merger cash-out, not a market sale. Common stock and RSUs were converted at the fixed merger consideration ($11.20/share). For options, in‑the‑money awards were vested and settled for the difference between $11.20 and the option strike price; options at-or-above $11.20 would have been canceled without payment. Such merger-related dispositions are standard corporate transaction mechanics and do not necessarily indicate the insider’s market view.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-08−168,718→ 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]2026-05-08−100,000→ 0 totalExercise: $8.02Exp: 2029-02-07→ Common Stock (100,000 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.