Cantaloupe, Inc. filings document the public-company record for a self-service commerce technology provider and its transition out of Nasdaq-listed status. The company’s disclosures cover material events, operating and financial results, material agreements, capital-structure matters, governance disclosures and shareholder voting results.
Recent filings include Form 8-K reports documenting the completed merger in which Cantaloupe became a wholly owned indirect subsidiary of 365 Retail Markets, repayment and termination of credit obligations, and related corporate-status changes. A Form 25 records the removal of Cantaloupe common stock from Nasdaq listing and registration, while proxy and annual-meeting filings document director elections, executive-compensation votes, auditor ratification and other governance matters.
Cantaloupe, Inc. director Jacob Lamm disposed of his equity in connection with the company’s merger. On May 8, 2026, he returned 19,157 and 78,319 shares of common stock to the issuer, and a 120,000-share non-qualified stock option with a $6.49 exercise price was also canceled.
Under the merger agreement, each canceled common share was converted into the right to receive $11.20 in cash. Restricted stock units became fully vested and were converted into the same cash consideration. In-the-money options were cashed out for the spread between the $11.20 merger price and their exercise price, while higher-priced options were canceled without payment.
Cantaloupe, Inc. director Michael Passilla reported dispositions of company equity tied to the completion of the company’s merger. On May 8, 2026, a total of 19,157 and 78,319 shares of common stock were canceled and converted into the right to receive $11.20 per share in cash under the merger terms. A non-qualified stock option covering 120,000 shares with a $6.49 per share exercise price was also canceled in exchange for cash equal to the spread between the $11.20 merger price and the option exercise price. Following these transactions, the filing shows no remaining holdings for these reported positions.
Cantaloupe, Inc. director Anne M. Smalling disposed of her remaining equity through the company’s merger transaction. On the merger’s effective date, 19,157 and 78,319 shares of common stock reported in this Form 4 were canceled and converted into the right to receive $11.20 per share in cash.
In addition, a non-qualified stock option for 120,000 shares with a per-share exercise price of $6.49 was canceled in exchange for cash calculated as the excess of the $11.20 merger consideration over the exercise price, multiplied by 120,000 shares. Following these transactions, the filing shows no remaining common stock or options held by Smalling.
Cantaloupe, Inc. director Lisa P. Baird reported dispositions tied to the closing of the company’s merger with 365 Retail Markets and related entities. She disposed of 19,157 shares of common stock, another 175,795 shares, and 120,000 non-qualified stock options in issuer transactions.
According to the merger terms, each share of Cantaloupe common stock was canceled and converted into the right to receive $11.20 in cash, without interest. Each outstanding restricted stock unit vested and was converted into cash at the same $11.20 per-unit Merger Consideration.
Each in-the-money stock option, including options with a $6.49 exercise price, was fully vested and canceled in exchange for cash equal to the number of underlying shares multiplied by the excess of the $11.20 Merger Consideration over the option’s exercise price.
Cantaloupe, Inc. Chief Revenue Officer Jeffrey Charles Dumbrell reported multiple equity transactions tied to the company’s merger with 365 Retail Markets. At the merger’s effective time, each share of Cantaloupe common stock was canceled and converted into the right to receive $11.20 in cash per share as merger consideration.
The filing shows dispositions of common stock back to the issuer, one open-market sale, and the contribution of 20,000 shares to Garage Topco LP by The Dumbrell Family Trust under a rollover agreement. Restricted stock units, performance stock units, and in-the-money stock options became fully vested and were canceled in exchange for cash, while options with exercise prices at or above $11.20 were canceled without payment.
Cantaloupe, Inc. Chief Financial Officer Scott Matthew Stewart reported the cancellation and cash-out of his equity in connection with the company’s merger with 365 Retail Markets, LLC and related entities. The filing shows dispositions coded “D” as issuer dispositions tied to the merger closing.
Each reported share of common stock was canceled and automatically converted into the right to receive $11.20 in cash per share, described as the Merger Consideration. His reported non-qualified stock options, with exercise prices below $11.20, became fully vested and were canceled in exchange for cash equal to the in-the-money value, while any options at or above the Merger Consideration were canceled without payment.
After these transactions, the Form 4 shows zero common shares and zero derivative securities remaining for the CFO, meaning his previously reported equity awards were fully settled or canceled as part of the merger terms.
Cantaloupe, Inc. Chief Legal Officer Anna Rose Novoseletsky reported dispositions of equity tied to the company’s merger with 365 Retail Markets. Two blocks of Common Stock totaling 19,288 and 9,466 shares were canceled and converted into the right to receive $11.20 per share in cash at the merger’s effective time.
In addition, a Non-Qualified Stock Option covering 100,000 shares with a per-share exercise price of $5.19 was canceled for cash based on the excess of the Merger Consideration over the exercise price. Restricted stock units became fully vested and were likewise converted into cash. Following these transactions, Novoseletsky reported no remaining holdings of the securities listed in this filing.
Cantaloupe, Inc. submitted a Form 25 notification to remove its Common Stock from listing on Nasdaq Stock Market LLC. The notification states the Exchange and the issuer complied with the rules governing voluntary withdrawal and delisting under Section 12(b) of the Securities Exchange Act.
Cantaloupe, Inc. reported modest growth but a swing to loss while its sale to 365 Retail Markets moves toward closing. Revenue for the quarter ended March 31, 2026 rose to $78.7 million, up 4.3% year over year, driven mainly by higher transaction and subscription fees.
Net result flipped to a $2.2 million loss versus prior-year profit of $49.2 million, partly because last year benefited from a large tax valuation allowance release and lower merger-related costs. For the first nine months, revenue reached $238.3 million with a $3.1 million net loss.
Cantaloupe continues to scale its platform, processing $956.8 million in card volume in the quarter and supporting about 1.30 million Active Devices and 36,928 Active Customers. The pending all-cash acquisition by 365 Retail Markets at $11.20 per share cleared Hart‑Scott‑Rodino review, and the parties expect to close around May 8, 2026, subject to remaining conditions.
Cantaloupe, Inc. reports that the Hart-Scott-Rodino Act waiting period for its planned merger with 365 Retail Markets expired on May 1, 2026, removing a key regulatory condition to closing. The companies now expect the merger to close on or about May 8, 2026, subject to remaining conditions.
Cantaloupe has elected to redeem all outstanding shares of its Series A Convertible Preferred Stock immediately before closing. Each preferred share will be redeemed for cash equal to $11.00 plus accrued and unpaid cumulative dividends. As of May 8, 2026, accrued dividends per share are $51.90, resulting in a total redemption price of $62.90 per preferred share.
Preferred holders may instead convert their shares (and accrued dividends) into common stock at the contractual conversion price any time before the redemption date. Holders who convert will receive the merger consideration for the resulting common shares rather than the cash redemption price. If the merger does not close, the redemption will not occur and this notice may be revoked at Cantaloupe’s discretion.