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

~~Date~~November ~~of Report (Date of Earliest Event Reported): September 24~~19, 2025

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)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)			(Commission File Number)		(I.R.S. 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
(Address of principal executive offices)		(Zip code)

(610) 989-0340

(Registrant’'s telephone number, including area code)

~~Not~~Check ~~Applicable~~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):

(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~~Global ~~Market~~Select ~~LLC~~Market

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 5.0207. ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On ~~September~~November 2419, 2025, Cantaloupe, Inc. (the “Company”) ~~announced~~held ~~that~~the ~~Gaurav~~Company’s ~~Singal,~~2026 ~~Chief~~annual ~~Technology~~meeting ~~Officer~~ of ~~the~~shareholders ~~Company, is leaving~~ (the ~~Company,~~ ~~effective~~“Annual ~~October 7, 2025~~Meeting”). ~~Mr.~~The ~~Singal's~~final ~~departure~~voting ~~was~~results afor ~~personal~~each ~~decision~~of tothe ~~pursue~~proposals ~~another~~submitted ~~opportunity~~to ~~and~~a ~~was~~vote ~~not the result~~ of ~~any disagreement with~~ the ~~Company~~shareholders onat ~~any matter relating to~~ the ~~Company's~~Annual ~~operations,~~Meeting ~~policies~~are orset ~~practices~~forth below.

~~SIGNATURES~~1. Election of Directors

Each nominee for director was elected, and the voting results were as follows:


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

2. Advisory Vote on named executive officer compensation.

The Company’s shareholders approved, on an advisory basis, the Company’s named executive officer compensation as disclosed in the Company’s proxy statement for the Annual Meeting, and the voting results were as follows:



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

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.

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 was approved, and the voting results were as follows:



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

Item 9.01 Financial Statements and Exhibits


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

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.
	By:	/s/ Anna Novoseletsky
		Name:	Anna Novoseletsky
Date: September 24, 2025		Title:	Chief Legal & Compliance Officer and General Counsel

Cantaloupe, Inc.

Date: November 21, 2025

By: /s/ Anna Novoseletsky

Anna Novoseletsky

Chief Legal & Compliance Officer and General Counsel

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