Form 4: Cantaloupe CRO Reports Final Equity Disposition via Merger

Chief Revenue Officer Jeffrey Charles Dumbrell reports the final disposition of all equity holdings following the acquisition of Cantaloupe, Inc. by 365 Retail Markets.

Summary

• Jeffrey Charles Dumbrell, Chief Revenue Officer of Cantaloupe, Inc., filed a final Form 4 following the company's merger with 365 Retail Markets, LLC.
• All common stock holdings were either converted into cash at a merger consideration of $11.20 per share or contributed to Garage Topco LP via a rollover agreement.
• All outstanding restricted stock units (RSUs) and performance stock units (PSUs) were fully vested and canceled in exchange for the $11.20 per share cash consideration.
• All outstanding stock options were either cashed out based on the spread between the $11.20 merger price and the exercise price or canceled if they were out-of-the-money.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative filing documenting the final equity exit of an executive following a completed merger.

Positives

• Full vesting of all outstanding RSUs and PSUs upon the effective time of the merger.
• Liquidation of equity holdings at a fixed cash consideration of $11.20 per share.
• Successful completion of the merger transaction with 365 Retail Markets, LLC.

Negatives

• Cessation of equity ownership in the issuer due to the company being taken private or merged.
• Cancellation of out-of-the-money stock options without consideration.

Risks

• The company is no longer a standalone publicly traded entity, eliminating future public market upside for the reporting person.

Future Outlook

The company has been acquired and merged into 365 Retail Markets, LLC; therefore, no further public guidance or forward-looking statements are applicable.

Management Comments

• The filing confirms the disposition of securities pursuant to the Agreement and Plan of Merger dated June 15, 2025.

Industry Context

StockSavvy.ai notes that this filing marks the formal conclusion of Cantaloupe, Inc.'s status as a public company, reflecting ongoing consolidation trends within the automated retail and payment technology sectors.

Comparison to Industry Standards

• The $11.20 per share cash-out is consistent with standard acquisition terms for mid-cap technology firms.
• The acceleration of vesting for equity awards is a standard practice in change-of-control transactions.

Corporate Governance

Related Party Transactions

• The Dumbrell Family Trust entered into a Rollover Agreement to contribute 20,000 shares to Garage Topco LP.

Stakeholder Impact

• Shareholders have received the merger consideration of $11.20 per share.

Next Steps

• None; the reporting person no longer holds securities in the issuer.

Key Dates

Keywords

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