Form 4: Cantaloupe Inc. Finalizes Merger with 365 Retail Markets

Director Douglas Bergeron exits his position as Cantaloupe, Inc. completes its merger with 365 Retail Markets, LLC, converting holdings into cash and rollover equity.

Summary

• Cantaloupe, Inc. (CTLP) has officially completed its merger with 365 Retail Markets, LLC, effective May 8, 2026.
• Under the terms of the merger, common stock was canceled and converted into the right to receive $11.20 per share in cash.
• Director Douglas Bergeron disposed of 493,561 shares of common stock directly for cash consideration.
• A trust controlled by Bergeron, the Bergeron Separate Share T/F Children, rolled over 570,420 shares into common units of Garage Topco LP.
• Outstanding restricted stock units (RSUs) totaling 19,157 were fully vested and converted into cash at $11.20 per unit.
• 120,000 stock options with an exercise price of $6.49 were canceled in exchange for a cash payment representing the $4.71 per share spread.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive liquidity event for shareholders, though it marks the end of the company's public trading history.

Positives

• Shareholders received a liquidity event at a fixed price of $11.20 per share.
• Stock options were cashed out at a significant premium relative to their $6.49 exercise price.
• The merger provides a clear exit for the reporting person and other equity holders.
• The rollover agreement allows the reporting person to maintain an indirect interest in the surviving private entity.

Negatives

• Cantaloupe, Inc. ceases to be a standalone publicly traded company.
• Public investors lose the ability to trade CTLP shares following the merger completion.
• The reporting person is no longer subject to Section 16 reporting, indicating a departure from the public board.

Risks

• The filing does not explicitly list operational risks, but the transition to a private entity involves standard integration risks with 365 Retail Markets.
• Potential loss of public market transparency as the company moves to a private structure.

Future Outlook

The company will operate as a surviving corporation and a subsidiary of the acquiring entities, moving from a public to a private ownership structure.

Management Comments

• Each share of common stock was canceled and automatically converted into the right to receive $11.20 in cash, without interest.
• Bergeron Separate Share T/F Children contributed 570,420 shares of Common Stock to Garage Topco LP in exchange for common units.

Industry Context

StockSavvy.ai notes that this merger represents a significant consolidation in the unattended retail and self-service commerce sector, combining Cantaloupe's payment infrastructure with 365 Retail Markets' market-leading micro-market solutions.

Comparison to Industry Standards

• The $11.20 per share price reflects a valuation premium typical for mid-cap fintech acquisitions.
• The use of rollover equity for key directors is a standard practice in private equity-backed mergers to align interests during the transition.

Management Changes

Corporate Governance

Legal Proceedings

• The filing refers to the Agreement and Plan of Merger dated June 15, 2025, as the legal basis for the transactions.

Related Party Transactions

• Douglas Bergeron's controlled trust entered into a Rollover Agreement to exchange CTLP shares for units in the new parent entity, Garage Topco LP.

Stakeholder Impact

• Public shareholders receive $11.20 per share in cash.
• Employees with RSUs and Options receive cash settlements for their vested equity.
• The reporting person transitions from a public director to an indirect equity holder in the private parent company.

Next Steps

• Final delisting of CTLP common stock from public exchanges.
• Distribution of cash merger consideration to all remaining shareholders of record.
• Integration of Cantaloupe's operations into the 365 Retail Markets platform.

Key Dates

Keywords

Cantaloupe Inc, CTLP, Merger, Acquisition, 365 Retail Markets, Douglas Bergeron, Cash Out, Rollover Agreement, Fintech, Automated Retail