Cantaloupe Inc SEC Filings

Cantaloupe, Inc. (CTLP) reported an insider stock sale by its Chief Financial Officer. According to the filing, the CFO sold 62,830 shares of common stock on 09/18/2025 at a price of $10.63 per share in an open market sale coded as "S." After this transaction, the reporting person directly owned 53,009 shares of Cantaloupe common stock. The form is filed by a single reporting person and reflects a routine update of insider holdings under securities regulations.

Cantaloupe, Inc. reported Q1 FY2026 results with total revenues of $80.9 million, up 14.1% year over year, led by higher transaction ($48.1 million) and subscription fees ($22.3 million). Equipment sales rose to $10.5 million. Total gross profit was $30.8 million. The company posted a net loss of $0.9 million and basic and diluted EPS of $-0.02, largely reflecting merger-related costs and a higher tax provision. Cash and cash equivalents were $54.99 million.

Operationally, Active Devices reached 1.28 million and Active Customers were 35,837. Total Dollar Volume processed was $947.1 million on 321.2 million transactions. Merger update: 365 Retail Markets agreed to acquire Cantaloupe for $11.20 per share in cash. Shareholders approved the deal; both parties received an FTC Second Request under the HSR Act, extending the waiting period. The parties currently expect closing in the first half of calendar 2026, subject to regulatory clearance and other conditions.

Cantaloupe, Inc. is asking shareholders to vote at its annual meeting on director elections, approval of executive compensation and ratification of its independent auditor while describing recent operational progress and a pending merger. The company entered a Merger Agreement with 365 in June 2025, expected to close in the first half of calendar 2026 subject to HSR clearance and other closing conditions. Management highlights product launches (AdVantage digital media, Smart Store, Go Micro kiosk, Engage Pulse card readers), a UK/Europe acquisition (SB Software), new sports and entertainment clients, and a financing program (Cantaloupe Capital) with Fundbox. The company amended and expanded credit facilities to increase borrowing capacity and paid transaction bonuses tied to the Merger. The proxy discloses governance items (board independence, proxy access), director and named executive officer compensation practices and peer-group benchmarking, auditor fees and the Audit and Risk Committees recommendation to retain Deloitte for fiscal 2026. The filing also lists material risks, including the possibility the Merger may not close and operational, regulatory, and market risks that could affect results.

Cantaloupe, Inc. reported an insider sale by Chief Technology Officer Gaurav Singal. On 09/22/2025 he disposed of 14,544 shares of common stock at $10.61 per share. After the transaction he beneficially owned 25,989 shares. The Form 4 was signed by an attorney-in-fact on 09/24/2025.

Cantaloupe, Inc. announced that its Chief Technology Officer, Gaurav Singal, will leave the company effective October 7, 2025. The company states the departure is a personal decision by Mr. Singal to pursue another opportunity and explicitly says it was not the result of any disagreement with the company regarding operations, policies, or practices. The filing does not disclose a successor, transition plan, severance details, or additional context.

Gaurav Singal, Chief Technology Officer of Cantaloupe, Inc. (CTLP), exercised and sold shares on 09/18/2025. He exercised 200,000 stock options with an exercise price of $3.27 per share, received the underlying common stock and immediately sold 200,000 shares at a weighted-average price of $10.63 per share. After these transactions he directly beneficially owns 40,533 shares. The exercised options were granted October 22, 2022 and vested in three equal annual installments beginning October 27, 2022. The filing states the purchase prices for the sale ranged from $10.6257 to $10.6325 and that the reporting person will provide details on request.

Cantaloupe, Inc. (Nasdaq: CTLP) reported fiscal year results showing revenue of $303 million, up 13% year-over-year, driven by higher transaction and subscription fees. Dollar transaction volume grew to $3.4 billion (up 13%). Active Devices rose to 1.28 million (up ~5%) and Active Customers to 34,896 (up 11%). The company completed acquisitions (Cheq and SB Software) and launched new products including Smart Store and Go Micro. It amended credit facilities in January 2025 providing up to $100 million of borrowing capacity and had $39.0 million outstanding as of June 30, 2025. The company disclosed material risks including cybersecurity, supply chain, intellectual property, customer concentration, chargeback exposure, and covenant compliance under the 2025 Credit Facility. A merger agreement with 365 Retail Markets was approved by shareholders on September 4, 2025, and, if closed, would result in Nasdaq delisting and deregistration.

Cantaloupe, Inc. held a virtual special meeting on September 4, 2025, where shareholders approved a merger with Catalyst Holdco II, Inc. under the Merger Agreement.

Shareholders representing 82.03% of votes were present; the Merger Proposal passed with 55,241,706 votes for and 4,899,343 against. An advisory vote on executive compensation in connection with the merger was also approved but attracted substantial opposition (35,998,059 for; 23,657,923 against). The parties filed HSR notices; the HSR waiting period is scheduled to expire on September 17, 2025, and the parties expect the merger to close in the second half of 2025, subject to closing conditions.