Cantaloupe, Inc. filings document the company’s completed merger with a 365 Retail Markets affiliate and the resulting corporate-status transition. The 8-K record covers the merger closing, termination and repayment of obligations under a credit agreement, material agreements, capital-structure matters, and related event disclosures.
Form 25 filings from Nasdaq document removal from listing and withdrawal of registration under Section 12(b) for Cantaloupe common stock. Other disclosure categories tied to the issuer include shareholder voting matters, risk factors, operating and financial results, and security-structure information.
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 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. 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 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 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. 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. 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. 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.
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.
Cantaloupe, Inc. reported quarterly revenue of $78.7M, up from $73.7M a year earlier, driven mainly by higher transaction and subscription fees. However, higher processing costs and merger-related expenses led to a small net loss of $70K, versus net income of $5.0M last year.
For the six months ended December 31, 2025, revenue rose to $159.6M from $144.6M, while results swung to a net loss of $1.0M from net income of $8.5M, largely due to $11.1M of merger, acquisition, and integration costs.
The company ended the quarter with $53.0M in cash and $38.0M of term debt under a 2025 credit facility, generating $10.1M of operating cash flow. Active devices reached 1.291 million and active customers 36,388, supporting transaction dollar volume of $953.2M.
Cantaloupe remains subject to a pending all-cash acquisition by 365 Retail Markets at $11.20 per share. Shareholders have approved the deal, and both parties are responding to a Federal Trade Commission Second Request under the HSR Act, with completion expected in the first half of 2026 if closing conditions are satisfied.
Cantaloupe, Inc. reported quarterly revenue of $78.7M, up from $73.7M a year earlier, driven mainly by higher transaction and subscription fees. However, higher processing costs and merger-related expenses led to a small net loss of $70K, versus net income of $5.0M last year.
For the six months ended December 31, 2025, revenue rose to $159.6M from $144.6M, while results swung to a net loss of $1.0M from net income of $8.5M, largely due to $11.1M of merger, acquisition, and integration costs.
The company ended the quarter with $53.0M in cash and $38.0M of term debt under a 2025 credit facility, generating $10.1M of operating cash flow. Active devices reached 1.291 million and active customers 36,388, supporting transaction dollar volume of $953.2M.
Cantaloupe remains subject to a pending all-cash acquisition by 365 Retail Markets at $11.20 per share. Shareholders have approved the deal, and both parties are responding to a Federal Trade Commission Second Request under the HSR Act, with completion expected in the first half of 2026 if closing conditions are satisfied.
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.