CANTALOUPE, INC. 8-K

What Happened

• Cantaloupe, Inc. (CTLP) filed an 8‑K on May 8, 2026 reporting that the merger described in its Merger Agreement closed on the Closing Date (the “Effective Time”). At the Effective Time the company became an indirect, wholly‑owned subsidiary of the buyer (Parent), and a change of control occurred.
• Under the merger terms, each outstanding share of Cantaloupe common stock (other than specified treasury, parent‑owned and approved rollover shares) was canceled and converted into the right to receive $11.20 per share in cash. Company RSUs and restricted stock vested and were converted to the same cash amount; PSUs were treated as vested at target and converted to cash at $11.20 per underlying share. In‑the‑money stock options were cashed out for the excess of $11.20 over the exercise price; out‑of‑the‑money options were canceled without consideration.
• All outstanding shares of the Company’s Series A Convertible Preferred Stock were redeemed immediately prior to the Effective Time for $11.00 per share plus accrued and unpaid dividends through the Closing Date. The company also terminated and repaid in full its Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent.

Key Details

• Merger consideration: $11.20 in cash per outstanding common share (no interest).
• Preferred redemption: $11.00 per share plus accrued and unpaid dividends through closing.
• Credit facility: Second Amended and Restated Credit Agreement was terminated and paid in full on the Closing Date.
• Leadership changes: nine pre‑closing directors resigned (including Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan, Shannon S. Warren); five new directors appointed (Jeffrey Dumbrell, Joseph Hessling, Mollie Krupp, Scott Stewart, Brittany Westerman). Joseph Hessling and Brittany Westerman were appointed officers of the surviving corporation.

Why It Matters

• Public equity holders: Common shareholders ceased to be stockholders of Cantaloupe and are entitled only to the specified cash payment—their public equity positions were effectively converted to cash. Outstanding equity awards were cashed or cancelled per the merger terms.
• Financial/credit position: The company’s credit facility was repaid and terminated, removing that outstanding debt obligation.
• Control and governance: Ownership and control transferred to the buyer, and the board and senior officer roster changed immediately, signaling new governance under the parent company.
• For investors: This 8‑K documents the legal and financial mechanics of Cantaloupe’s exit from public ownership and the immediate cash outcomes for holders of various equity instruments.