Venkatesan Ravi 4
4 · CANTALOUPE, INC. · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
Cantaloupe (CTLP) CEO Venkatesan Ravi Sells Shares in Merger Cash-Out
What Happened
- Cantaloupe CEO Venkatesan Ravi disposed of a total of 1,493,118 securities on 2026-05-08 as part of the company’s merger. The dispositions include two common-stock lots (149,727 and 43,391 shares) and three derivative lots (800,000; 300,000; 200,000) representing RSUs and/or options. Per the Merger Agreement, each share/RSU/eligible option was converted to the Merger Consideration of $11.20 per share, resulting in about $16.7 million in cash proceeds. These were dispositions to the issuer (code D) and not open-market sales.
Key Details
- Transaction date: 2026-05-08 (Effective Time of the Merger)
- Per-share consideration: $11.20 (Merger Consideration); total ≈ $16,722,922
- Shares/units disposed: 1,493,118 total (149,727; 43,391; 800,000; 300,000; 200,000)
- Nature of securities: Two entries were common stock; three were derivative securities (RSUs and/or options) converted/cashed out per the Merger Agreement
- Post-transaction holdings: The reported securities were canceled/converted under the merger (i.e., the affected shares/units were cashed out)
- Footnotes: RSUs vested and were converted into cash; in‑the‑money options were cashed out for the difference between $11.20 and their exercise price; options at or above $11.20 would be canceled without consideration
- Timeliness: Form 4 filed reporting transactions with the Effective Time date (no late filing indicated)
Context
- These dispositions were automatic cash‑outs under the Merger Agreement (not voluntary open‑market sales). For RSUs and in‑the‑money options, the agreement treated outstanding awards as vested and converted to cash; some options were net‑settled for their intrinsic value. Such merger-related cash‑outs are transactional and do not necessarily signal the insider’s view of future company prospects.
Insider Transaction Report
Form 4Exit
CANTALOUPE, INC.CTLP
Venkatesan Ravi
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-08−149,727→ 0 total - Disposition to Issuer
Common Stock
[F3]2026-05-08−43,391→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F4]2026-05-08−800,000→ 0 totalExercise: $3.48Exp: 2029-10-01→ Common Stock (800,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F4]2026-05-08−300,000→ 0 totalExercise: $9.44Exp: 2027-12-04→ Common Stock (300,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F4]2026-05-08−200,000→ 0 totalExercise: $11.20Exp: 2028-11-08→ Common Stock (200,000 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 Rose Novoseletsky|2026-05-08