Novoseletsky Anna Rose 4
4 · CANTALOUPE, INC. · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
Cantaloupe (CTLP) Chief Legal Officer Sells 128,754 Shares in Merger
What Happened
- Anna Rose Novoseletsky, Chief Legal Officer of Cantaloupe, disposed of a total of 128,754 securities in connection with the company's merger effective May 8, 2026. That includes 9,466 and 19,288 shares of common stock (total 28,754 common shares) and a derivative disposition of 100,000 units.
- Under the merger, each canceled common share and any restricted stock unit (RSU) was converted into the right to receive $11.20 in cash (the "Merger Consideration"). The 28,754 common shares therefore generated $322,044.80 in merger cash. The 100,000 derivative units were canceled and converted per the merger terms (see Key Details); if those units were RSUs they would have generated $1,120,000, making a combined total of $1,442,044.80.
Key Details
- Transaction date: 2026-05-08 (Effective time of the merger).
- Price/consideration: Merger Consideration = $11.20 per share for common stock and RSUs. In-the-money options (if any) were cashed out for the difference between $11.20 and the option strike; out-of-the-money options were canceled without payment (see footnotes).
- Shares reported disposed: 9,466; 19,288; and 100,000 (derivative).
- Shares owned after the transaction: Not reported on this Form 4.
- Footnotes: Dispositions occurred under the Agreement and Plan of Merger dated June 15, 2025. RSUs vested and were cash-settled at $11.20/share; in‑the‑money options (if applicable) were settled for the spread per the merger agreement.
- Filing timeliness: Reported for the merger effective date (no late filing flag indicated).
Context
- These were not open‑market sales but cash settlements required by the company’s merger agreement—common shares and equity awards were canceled and converted into cash at the deal terms. Such merger-driven conversions are routine and reflect deal mechanics rather than a typical insider buy/sell signal.
- For derivative transactions: RSUs receive the full Merger Consideration per share; options that were in the money are settled for the spread (Merger Consideration minus strike).
Insider Transaction Report
Form 4
CANTALOUPE, INC.CTLP
Novoseletsky Anna Rose
Chief Legal Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-08−9,466→ 0 total - Disposition to Issuer
Common Stock
[F3]2026-05-08−19,288→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F4]2026-05-08−100,000→ 0 totalExercise: $5.19Exp: 2030-01-24→ Non-Qualified Stock Option (Right to Buy) (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.
Signature
/s/ Anna Novoseletsky, Attorney in Fact|2026-05-08