Cantaloupe (NASDAQ: CTLP) taken private at $11.20 cash per share

Rhea-AI Filing Summary

Cantaloupe, Inc. completed its merger with affiliates of 365 Retail Markets, becoming a wholly owned, indirect subsidiary of Parent and effectively going private. Each outstanding share of common stock was canceled and converted into the right to receive $11.20 in cash, except for specified treasury, parent-held and rollover shares.

The company redeemed all preferred stock for $11.00 per share plus accrued and unpaid dividends before the merger. All in-the-money options, RSUs, PSUs and restricted stock awards vested and were cashed out based on the same per-share merger price, while out-of-the-money options were canceled.

Cantaloupe repaid in full all obligations under its Second Amended and Restated Credit Agreement. Trading in its common stock will be suspended and the shares delisted from Nasdaq following a Form 25 filing, with a subsequent Form 15 expected to terminate SEC reporting. The pre-merger board and officers resigned, and a new board and officers were appointed at the surviving corporation.

Insights

M&A and corporate actions analyst

Cantaloupe is taken private at $11.20 per share, delists from Nasdaq.

Cantaloupe, Inc. has been acquired by affiliates of 365 Retail Markets in an all-cash merger that values each common share at $11.20. All equity awards were cashed out or canceled, and preferred stock was redeemed for $11.00 per share plus accrued dividends.

The company fully repaid its obligations under the Second Amended and Restated Credit Agreement, removing that debt structure as it transitions to private ownership. Common stock will be delisted from Nasdaq after a Form 25 filing, followed by a Form 15 to end ongoing Exchange Act reporting, meaning public shareholders exit and future information will come through private channels.

8-K Event Classification

7 items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

7 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger consideration per common share: $11.20 cash per share Preferred stock redemption price: $11.00 per share plus accrued dividends

2 metrics

Merger consideration per common share $11.20 cash per share Amount paid in cash for each outstanding share of common stock at the Effective Time

Preferred stock redemption price $11.00 per share plus accrued dividends Redemption amount per preferred share immediately prior to closing, per Articles of Incorporation

Key Terms

Merger Consideration, In-the-Money Option, Out-of-the-Money Option, Form 25, +2 more

6 terms

Merger Consideration financial

"such amount per share, the “Merger Consideration”"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

In-the-Money Option financial

"each outstanding In-the-Money Option ... was canceled in exchange for cash"

Out-of-the-Money Option financial

"each outstanding Out-of-the-Money Option ... was canceled without consideration"

An out-of-the-money option is a contract to buy or sell a stock that would not be profitable if exercised right now because the agreed price is on the wrong side of the current market price (for a call, the strike is higher than the market; for a put, the strike is lower). Investors care because these options cost less and act like inexpensive bets: they can offer big percentage gains if the stock moves enough, but are more likely to expire worthless, making them useful for speculative bets or low-cost hedges — like buying a lottery-style coupon that only pays off if the price crosses a specific line.

Form 25 regulatory

"requested that Nasdaq file a notification of removal from listing on Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"intends to file with the SEC a Form 15 requesting the deregistration"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

Redemption financial

"which was equal to (i) $11.00, plus (ii) an amount equal to the accrued and unpaid dividends ... (the “Redemption”)."

Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

Understanding 8-K Material Events →

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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): May 8, 2026

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.)

1743 Maplelawn Drive

Troy, Michigan 48084

(Address of principal executive offices and zip code)

(888) 365-7382

(Registrant’s telephone number, including area code)

101 Lindenwood Drive, Suite 405

Malvern, Pennsylvania 19355

(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.

☐

Introductory Note

On May 8, 2026 (the “Closing Date”), pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of June 15, 2025 (the “Merger Agreement”), by and among Cantaloupe, Inc., a Pennsylvania corporation (the “Company”), 365 Retail Markets, LLC, a Delaware limited liability company (“Parent”), Catalyst Holdco I, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Holdco”), Catalyst Holdco II, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco (“Holdco II”), and Catalyst MergerSub Inc., a Delaware corporation and wholly-owned subsidiary of Holdco II (“Merger Subsidiary”), Merger Subsidiary merged with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly-owned, indirect subsidiary of Parent (the “Surviving Corporation”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Merger Agreement. The description of the Merger Agreement and related transactions (including, without limitation, the Merger) in this Current Report on Form 8-K does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 16, 2025 and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On the Closing Date, in connection with the consummation of the Merger, the Company terminated and repaid in full all outstanding obligations due under the Second Amended and Restated Credit Agreement, dated as of January 31, 2025, by and among, inter alios, the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

The foregoing description of the Credit Agreement is qualified in its entirety by the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2025 and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note of this Current Report on Form 8-K, which is incorporated herein by reference, pursuant to the terms of the Merger Agreement, the Merger was completed on the Closing Date.

At the effective time of the Merger (the “Effective Time”), each share of common stock, without par value, of the Company (“Common Stock”) outstanding immediately prior to the Effective Time (other than (i) shares of Common Stock owned by the Company or any subsidiary of the Company as treasury stock (including all shares of Series A Convertible Preferred Stock, without par value, of the Company (“Preferred Stock”) redeemed by the Company in accordance with the terms of the Merger Agreement) or owned by Parent, Holdco, Holdco II, Merger Subsidiary or any other subsidiary of Parent (which were canceled at the Effective Time for no consideration), and (ii) shares of Common Stock contributed to Parent, Holdco, Holdco II or Merger Subsidiary or an Affiliate of Parent, Holdco, Holdco II or Merger Subsidiary by certain shareholders of the Company prior to the Effective Time (“Rollover Shares”), which were subject to the treatment specified under the rollover agreement applicable to such Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “Merger Consideration”).

At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time became 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, (ii) each Company PSU (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time which remained outstanding 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 Company Stock underlying such Company PSU, an amount in cash equal to the Merger Consideration, (iii) each Company Restricted Stock Award (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time became 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, and (iv) each outstanding In-the-Money Option (as defined in the Merger Agreement) 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 Out-of-the-Money Option (as defined in the Merger Agreement) was canceled without consideration.

In connection with the consummation of the Merger, and immediately prior to the Effective Time, pursuant to the terms of the Merger Agreement, the Company redeemed all shares of Preferred Stock issued and outstanding as of the Closing in exchange for an amount equal to the redemption price per share of Preferred Stock set forth in Section 4(C)(6) of the Company’s Amended and Restated Articles of Incorporation, which was equal to (i) $11.00, plus (ii) an amount equal to the accrued and unpaid dividends thereon to the Closing Date (the “Redemption”). The Company provided notice regarding the Redemption to holders of Preferred Stock in its Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 24, 2025, and in an additional notice sent to holders of Preferred Stock on May 1, 2026, a copy of which is filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 1, 2026.

The foregoing descriptions of the Merger, the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2025.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the transactions described in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K, which are incorporated herein by reference, on May 8, 2026, in connection with the closing of the Merger, the Company notified The NASDAQ Stock Market LLC (“Nasdaq”) that (i) the Certificate of Merger relating to the Merger had been filed with the Secretary of State of the State of Delaware, (ii) the Statement of Merger relating to the Merger had been filed with the Department of State of the Commonwealth of Pennsylvania and (iii) the Merger had been consummated and requested that Nasdaq suspend trading of the Common Stock and delist the Common Stock prior to the opening of trading on the Closing Date. The Company also requested that Nasdaq file a notification of removal from listing on Form 25 with the SEC to effect the delisting of the Common Stock from Nasdaq and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting of the Common Stock from Nasdaq will be effective ten days after filing of the Form 25. The Company intends to file with the SEC a Form 15 requesting the deregistration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Securityholders.

As a result of the Merger, at the Effective Time, holders of Common Stock, as of immediately prior to the consummation of the Merger, ceased to have any rights as shareholders of the Company, other than their rights, if any such rights exist, to receive the Merger Consideration in accordance with the Merger Agreement.

The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

Pursuant to the terms of the Merger Agreement, at the Effective Time, upon completion of the Merger, the Company became a wholly-owned, indirect subsidiary of Parent and, accordingly, a change of control of the Company occurred.

The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

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

In connection with the consummation of the Merger, and as of the Effective Time, pursuant to the terms of the Merger Agreement, Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan and Shannon S. Warren, each a director of the Company as of immediately prior to the Effective Time, resigned from the board of directors of the Company (including from all committees thereof). Effective as of the Effective Time, Jeffrey Dumbrell, Joseph Hessling, Mollie Krupp, Scott Stewart and Brittany Westerman were appointed as directors of the Surviving Corporation.

At the Effective Time, pursuant to the terms of the Merger Agreement, each officer of the Company ceased to be an officer of the Surviving Corporation. Effective as of the Effective Time, Joseph Hessling and Brittany Westerman were appointed as officers of the Surviving Corporation.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1*	Agreement and Plan of Merger, dated as of June 15, 2025, by and among Cantaloupe, Inc., 365 Retail Markets, LLC, Catalyst Holdco I, Inc., Catalyst Holdco II, Inc. and Catalyst MergerSub Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 16, 2025).
10.1*	Second Amended and Restated Credit Agreement, dated as of January 31, 2025, by and among, inter alios, the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 5, 2025).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*      Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.

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/ Joseph Hessling
		Name:	Joseph Hessling
Date: May 8, 2026		Title:	Chief Executive Officer, President & Treasurer

FAQ

What happened to Cantaloupe (CTLP) in this 8-K filing?

Cantaloupe, Inc. completed a merger with affiliates of 365 Retail Markets and became a wholly owned, indirect subsidiary of Parent. Public shareholders’ common shares were canceled and converted into cash, and the company is moving toward delisting from Nasdaq and ending SEC reporting obligations.

What cash amount did Cantaloupe (CTLP) common shareholders receive in the merger?

Each outstanding share of Cantaloupe common stock was converted into the right to receive $11.20 in cash, without interest. Certain treasury, parent-held, and rollover shares were excluded or treated differently, but ordinary public shareholders received this fixed per-share cash merger consideration upon closing.

How were Cantaloupe (CTLP) preferred stockholders treated in the transaction?

Immediately before the merger became effective, Cantaloupe redeemed all outstanding preferred shares. Holders received $11.00 per share plus accrued and unpaid dividends, as defined in the company’s Amended and Restated Articles of Incorporation, satisfying the redemption terms tied to the closing of the merger.

What will happen to Cantaloupe (CTLP) stock listing on Nasdaq?

In connection with the merger closing, Cantaloupe asked Nasdaq to suspend trading in its common stock and file Form 25 to remove the listing. The delisting becomes effective ten days after Form 25 is filed, after which the company also plans to file Form 15 to terminate registration.

How were Cantaloupe (CTLP) employee equity awards and options handled?

At the merger’s effective time, all RSUs, PSUs (at target performance), restricted stock awards, and in-the-money options became fully vested, were canceled, and converted into cash based on the $11.20 merger price. Out-of-the-money options were canceled without any payment to the holders.

Did Cantaloupe (CTLP) change its board and management as part of the merger?

Yes. At the effective time, all directors and officers of Cantaloupe resigned from their positions. New directors and officers for the surviving corporation, including Joseph Hessling and Brittany Westerman as officers, were appointed under the merger agreement to manage the company under private ownership.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB