CANTALOUPE, INC.

false 0000896429 0000896429 2026-05-08 2026-05-08 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)