Dumbrell Jeffrey Charles's Form 4 filing
Cantaloupe, Inc.CTLP · filed May 8, 2026
- Accession no.
- 0001978349-26-000002
- Filed
- May 8, 2026
- Trade date
- May 8, 2026
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not checked
This filing lists 4 non-derivative transactions and 2 derivative transactions. It was filed on the trade date.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Dumbrell Jeffrey CharlesCIK 0001978349 | Officer (Chief Revenue Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 8, 2026 | Common Stock | DReturned to the companyDisposed | −12,220 | –F1,F2 | – | 0 | Direct | |
| May 8, 2026 | Common Stock | JOtherDisposed | −20,000 | –F1,F3 | – | 0 | Direct | |
| May 8, 2026 | Common Stock | SSaleDisposed | −23,254 | –F4 | – | 0 | Direct | |
| May 8, 2026 | Common Stock | DReturned to the companyDisposed | −50,000 | –F5 | – | 0 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 8, 2026 | Non-Qualified Stock Option (Right to Buy) | DReturned to the companyDisposed | −225,000 | –F6 | – | 0 | Direct | |
| May 8, 2026 | Non-Qualified Stock Option (Right to Buy) | DReturned to the companyDisposed | −296,668 | –F6 | – | 0 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 2 transactions in Table I.
- 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").
Referenced by the price of 1 transaction in Table I.
- F3
In connection with the Merger, The Dumbrell Family Trust entered into a Rollover Agreement, dated as of February 19, 2026, pursuant to which, among other things, immediately prior to the Effective Time, The Dumbrell Family Trust contributed 20,000 shares of Common Stock to Garage Topco LP in exchange for common units of Garage Topco LP.
Referenced by the price of 1 transaction in Table I.
- F4
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.
Referenced by the price of 1 transaction in Table I.
- F5
Each of these restricted stock units of the Company ("PSU") represented a contingent right to receive one share of Common Stock, subject to satisfying additional performance conditions. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each PSU that was outstanding immediately prior to the Effective Time which remained subject to vesting based on achieving certain performance metrics became vested with respect to that number of shares of Common Stock based on deemed achievement of the performance metrics at target performance, and was canceled and converted into the right to receive, with respect to each such vested share of Common Stock underlying such PSU, an amount in cash equal to the Merger Consideration
Referenced by the price of 1 transaction in Table I.
- F6
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.
Referenced by the price of 2 transactions in Table II.