Form 4: Cantaloupe CFO Reports Equity Exit Following Merger

Cantaloupe, Inc. CFO Scott Matthew Stewart reported the disposal of all equity holdings and options following the company's acquisition by 365 Retail Markets.

Summary

• CFO Scott Matthew Stewart disposed of 76,577 shares of common stock and 625,000 stock options.
• All equity holdings were canceled and converted into cash at a merger consideration price of $11.20 per share.
• Restricted stock units (RSUs) and performance stock units (PSUs) were fully vested and cashed out at the merger price.
• In-the-money stock options were canceled in exchange for a cash payment equal to the difference between the $11.20 merger price and the respective exercise prices.
• Out-of-the-money options were canceled without consideration.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative filing documenting the final equity settlement of a previously announced merger.

Positives

• The merger provided liquidity for the CFO's equity holdings at a fixed cash price of $11.20 per share.
• Performance-based equity (PSUs) vested at target performance levels upon the merger completion.

Negatives

• The reporting person no longer holds any equity interest in the company following the merger.
• Options with exercise prices equal to or greater than $11.20 were canceled without any payout.

Risks

• The company has been acquired and is no longer an independent publicly traded entity.
• The reporting person has zero beneficial ownership remaining in the issuer.

Future Outlook

The company has been acquired by 365 Retail Markets, and the reporting person no longer maintains an ownership position, indicating no further forward-looking guidance from this individual.

Management Comments

• The transactions were executed pursuant to the Agreement and Plan of Merger dated June 15, 2025.

Industry Context

StockSavvy.ai notes that this filing confirms the finalization of the acquisition of Cantaloupe, Inc. by 365 Retail Markets, reflecting ongoing consolidation trends within the automated retail and payment technology sectors.

Comparison to Industry Standards

• The $11.20 cash-out price represents the final valuation for public shareholders in the acquisition by 365 Retail Markets.
• The treatment of vested and unvested equity follows standard change-in-control provisions common in M&A agreements.

Stakeholder Impact

• Shareholders have received the $11.20 per share cash consideration.
• The company has transitioned to private ownership under 365 Retail Markets.

Next Steps

• Finalization of all equity conversion payments to former shareholders.

Key Dates

Keywords

Cantaloupe, CTLP, Merger, Acquisition, Form 4, Insider Transaction, CFO, 365 Retail Markets