UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

~~November~~Date ~~19,~~of ~~2025~~Report (Date of Earliest Event Reported): May 1, 2026

Date of Report (date of earliest event reported)

Cantaloupe, Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Pennsylvania	001-33365	23-2679963	~~001-33365~~		~~23-2679963~~
(State or other jurisdiction of incorporation or organization)			(Commission File Number)		(I.R.S. Employer Identification No.)
(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)

101 Lindenwood Drive, Suite 405 Malvern Pennsylvania		19355
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)

~~Check~~Not 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 (see General Instruction A.2. below):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 ~~Global~~Stock ~~Select~~ 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. o☐

Item 58.~~07.~~01 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

OnAs ~~November~~previously 19announced, on June 15, 2025, Cantaloupe, Inc., a Pennsylvania corporation (“Cantaloupe”), entered into an Agreement and Plan of Merger (the “~~Company~~Merger Agreement”) ~~held~~with ~~the~~365 ~~Company’s~~Retail ~~2026~~Markets, ~~annual~~LLC, ~~meeting~~a Delaware limited liability company (“Parent”), Catalyst Holdco I, Inc., a Delaware corporation and a wholly-owned subsidiary of ~~shareholders~~Parent (~~the~~“Holdco”), Catalyst Holdco II, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco (“~~Annual~~Holdco ~~Meeting~~II”), and Catalyst MergerSub Inc., ~~The~~a ~~final~~Delaware ~~voting~~corporation ~~results~~and ~~for~~a ~~each~~wholly-owned subsidiary of Holdco II (“Merger Subsidiary”). Pursuant to the ~~proposals~~Merger ~~submitted~~Agreement, and subject to athe ~~vote~~terms ofand conditions thereof, Merger Subsidiary will merge with and into Cantaloupe (the ~~shareholders~~“Merger”), atwith Cantaloupe surviving the ~~Annual~~Merger ~~Meeting~~as ~~are~~a ~~set~~wholly-owned, ~~forth~~indirect ~~below~~subsidiary of Parent.

The closing of the Merger (the “Closing”) is conditioned upon the satisfaction or waiver of several closing conditions specified in the Merger Agreement, including the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). On May 1, 2026, the waiting period under the HSR Act terminated. ~~Election~~As a result of ~~Directors~~the termination of the waiting period under the HSR Act, the Closing is expected to occur on or about May 8, 2026, subject to the satisfaction or waiver (to the extent permitted by applicable law) of the remaining closing conditions to the Merger.

~~Each~~As ~~nominee~~previously ~~for~~disclosed, ~~director~~under ~~was~~the ~~elected~~Merger Agreement, five business days prior to the date of Closing, Cantaloupe is required to send, in accordance with Cantaloupe’s Amended and Restated Articles of Incorporation, as amended (the ~~voting~~“Articles”), ~~results~~and ~~were~~applicable law, written notice to holders of its Series A Convertible Preferred Stock, without par value (“preferred stock”), regarding Cantaloupe’s election to redeem, pursuant to Section 4(C)(6) of the Articles, all of the shares of preferred stock that are issued and outstanding as ~~follows:~~of immediately prior to the Closing (the “Redemption”). Cantaloupe provided notice regarding the Redemption to holders of preferred stock in its Definitive Proxy Statement on Schedule 14A (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission on July 24, 2025. Additionally, on May 1, 2026, Cantaloupe sent an additional notice regarding the Redemption (the “Notice of Redemption”) to holders of preferred stock. Any shares of preferred stock that are outstanding on the date of the Redemption will be redeemed, immediately prior to the Closing, for cash in an amount equal to the redemption price per share of preferred stock set forth in Section 4(C)(6) of the Articles, which is equal to (i) $11.00, plus (ii) an amount equal to the accrued and unpaid cumulative dividends thereon to the date of the Redemption. Notwithstanding the foregoing, if the Closing does not occur, then the Redemption will not occur.

Nominee	Votes for	Votes against	Abstentions	Broker Non-Votes
Douglas G. Bergeron	45,255,968	234,670	28,487	8,779,764
Lisa P. Baird	45,233,375	254,520	31,230	8,779,764
Ian Harris	45,291,745	194,818	32,562	8,779,764
Jacob Lamm	45,238,008	249,043	32,074	8,779,764
Michael K. Passilla	44,102,838	1,386,432	29,855	8,779,764
Ellen Richey	45,290,835	198,060	30,230	8,779,764
Anne M. Smalling	45,211,220	277,163	30,742	8,779,764
Ravi Venkatesan	45,295,942	194,696	28,487	8,779,764
Shannon S. Warren	45,290,798	196,906	31,421	8,779,764

A copy of the Notice of Redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of preferred stock. Holders of shares of preferred stock should refer to the Definitive Proxy Statement and the Notice of Redemption delivered by Equiniti Trust Company, LLC, the redemption agent for the Redemption. The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Definitive Proxy Statement and the Merger Agreement, attached as Annex A thereto.

2Item 9.01 ~~Advisory~~Financial ~~Vote~~Statements onand ~~named executive officer compensation~~Exhibits.

Votes for						43,273,038
Votes against						2,131,446
Abstentions						114,641
Broker Non-Votes						8,779,764

(d)

Exhibits.

3. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year ending June 30, 2025.

Exhibit Number		Description

99.1		Notice of Redemption of Series A Convertible Preferred Stock.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Votes for						53,945,487
Votes against						306,674
Abstentions						46,728

Cautionary Statement Regarding Forward-Looking Statements

~~Item~~This 9communication contains “forward-looking statements”, as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, regarding Cantaloupe, Inc.01 (“Cantaloupe”) and 365 Retail Markets, LLC (“365”) and the potential transaction between Cantaloupe and 365, including, but not limited to, statements about the strategic rationale and benefits of the proposed transaction between Cantaloupe and 365, including future financial and operating results, Cantaloupe’s or 365’s plans, objectives, expectations and intentions and the expected timing of completion of the proposed transaction. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “explore”, “evaluate”, “forecast”, “intend”, “may”, “might”, “plan”, “potential”, “predict”, “project”, “seek”, “should”, “targeted”, “will” or “would”, or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are based on each of the companies’ current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties, many of which are beyond Cantaloupe’s or 365’s control. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: Cantaloupe’s and 365’s ability to complete the potential transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary regulatory approvals and the satisfaction of other closing conditions to consummate the proposed transaction; the possibility that competing offers or acquisition proposals for Cantaloupe will be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive merger agreement relating to the proposed transaction, including in circumstances which would require Cantaloupe to pay a termination fee; failure to realize the expected benefits of the proposed transaction; significant transaction costs and/or unknown or inestimable liabilities; the risk that Cantaloupe’s business will not be integrated successfully, including with respect to implementing systems to prevent a material security breach of any internal systems or to successfully manage credit and fraud risks in business units, or that such integration may be more difficult, time-consuming or costly than expected; 365’s ability to obtain the expected financing to consummate the proposed transaction, and the continued availability of capital and financing for 365 following the proposed transaction; risks related to future opportunities and plans for the combined company, including the uncertainty of expected future regulatory filings, financial performance and results of the combined company following completion of the proposed transaction; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers, including as it relates to Cantaloupe’s ability to successfully renew existing client contracts on favorable terms or at all and obtain new clients; the ability of Cantaloupe to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; the business, economic and political conditions in the markets in which Cantaloupe operates; the impact of new or changes in current laws, regulations, credit card association rules or other industry standards, including privacy and cybersecurity laws and regulations; effects relating to the announcement of the proposed transaction or any further announcements or the consummation of the potential transaction on the market price of Cantaloupe’s securities; the risk of potential shareholder litigation associated with the potential transaction, including resulting expense or delay; regulatory initiatives and changes in tax laws; the impact of pandemics or other events on the operations and financial results of Cantaloupe or the combined company; general economic conditions; and other risks and uncertainties affecting Cantaloupe and 365, including those described from time to time under the caption “Risk Factors” or “Management’s Discussion and Analysis of Financial ~~Statements~~Condition and ~~Exhibits~~Results of Operations” and elsewhere in Cantaloupe’s Securities and Exchange Commission (“SEC”) filings and reports, including Cantaloupe’s Annual Report on Form 10-K for the year ended June 30, 2025, as well as in subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings and reports by Cantaloupe. Moreover, other risks and uncertainties of which Cantaloupe or 365 are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Cantaloupe and 365 caution investors that such forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such forward-looking statements. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by Cantaloupe or 365 on their respective websites or otherwise. Neither Cantaloupe nor 365 undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

Exhibit Number			Ex. Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURE

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.

	Cantaloupe, Inc.

	By:	/s/ Anna Novoseletsky
		Name:	Anna Novoseletsky
Date: May 1, 2026		Title:	Chief Legal & Compliance Officer and General Counsel

Date: November 21, 2025

By: /s/ Anna Novoseletsky

Anna Novoseletsky

Chief Legal & Compliance Officer and General Counsel

Filing Compare · CANTALOUPE, INC.