[8-K] CANTALOUPE, INC. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Departure described as voluntary and explicitly not due to disagreement, reducing governance red-flag concerns
• Filing provides an effective date (October 7, 2025), giving stakeholders a clear timeline

Negative

• Loss of the Chief Technology Officer could disrupt technology leadership and program continuity
• No successor or transition plan disclosed, leaving uncertainty about who will manage CTO responsibilities

Insights

Corporate Governance Expert

TL;DR: A C-suite departure is governance-relevant but the filing provides limited detail, so immediate material impact is unclear.

The disclosure confirms a planned exit date and that the separation is voluntary and not dispute-related, which reduces regulatory and governance red-flag risk. However, the filing omits details on interim management, succession planning, or any change to executive compensation or retention arrangements. For investors, the key unanswered items are who will assume CTO responsibilities and how knowledge transfer will be handled; these affect continuity but are not described in the filing.

Technology/Risk Analyst

TL;DR: Loss of the CTO is operationally meaningful; the filing gives no information on technical continuity or security transition.

From an operational risk perspective, a CTO departure can affect product roadmaps, platform stability, and security oversight. The company states the departure is personal and non-contentious, which is reassuring, but the absence of a named successor or transition details leaves uncertainty about short-term leadership for technology programs. No information on projects, timelines, or delegation is provided in the filing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 24, 2025

Cantaloupe, Inc.

(Exact name of Registrant as Specified in its Charter)

Pennsylvania	001-33365	23-2679963
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 Lindenwood Drive, Suite 405 Malvern Pennsylvania		19355
(Address of principal executive offices)		(Zip code)

(610) 989-0340

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	CTLP	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 24, 2025, Cantaloupe, Inc. (the “Company”) announced that Gaurav Singal, Chief Technology Officer of the Company, is leaving the Company, effective October 7, 2025. Mr. Singal's departure was a personal decision to pursue another opportunity and was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cantaloupe, Inc.
	By:	/s/ Anna Novoseletsky
		Name:	Anna Novoseletsky
Date: September 24, 2025		Title:	Chief Legal & Compliance Officer and General Counsel

FAQ

What did Cantaloupe (CTLP) disclose about its CTO departure?

The company disclosed that Gaurav Singal will leave as CTO effective October 7, 2025 and that the departure was a personal decision, not due to any disagreement with the company.

Does the 8-K name a replacement for the CTO?

No. The filing does not identify a successor, interim leader, or any transition arrangements.

Is the departure described as contentious or related to company operations?

No. The filing explicitly states the departure was not the result of any disagreement with the company on operations, policies, or practices.

When was the departure reported and when is it effective?

The report was made on September 24, 2025, and the departure is effective on October 7, 2025.

Does the filing include information on severance or compensatory arrangements?

No. The filing does not disclose any severance, compensatory arrangements, or other financial terms related to the departure.