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(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.   ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of February 2, 2026, there were 73,720,194 outstanding shares of Common Stock, no par value ("Common Stock").

Three Months Ended December 31, 2024

1    Shares withheld to satisfy tax withholding obligations in connection with restricted stock vestings.

Six Months Ended December 31, 2024

1    Shares withheld to satisfy tax withholding obligations in connection with restricted stock vestings.

Cantaloupe, Inc., is organized under the laws of the Commonwealth of Pennsylvania. We are a digital payments and software services company that provides end-to-end technology solutions for self-service commerce. We offer a single platform for self-service commerce which includes integrated payments processing and software solutions that handle inventory management, pre-kitting, route logistics, warehouse and back-office management. Our enterprise-wide platform is designed to increase consumer engagement and sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. Our customers range from vending machine companies to operators of micro-markets and smart retail, laundromats, metered parking terminals, amusement and entertainment venues, IoT services and more.

Cantaloupe, Inc. and its consolidated subsidiaries are referred to herein collectively as "Cantaloupe," the "Company," "we," "our" or "us," unless the context requires otherwise.

On June 15, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with 365 Retail Markets, LLC ("365 Retail Markets"), Catalyst Holdco I, Inc. ("Holdco"), Catalyst Holdco II, Inc. ("Holdco II") and Catalyst MergerSub Inc. ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement, 365 Retail Markets has agreed to acquire the Company in an all-cash transaction for $11.20 per share of Common Stock, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned, indirect subsidiary of 365 Retail Markets. Upon the consummation of the Merger, we will cease to be a publicly traded company, and our Common Stock will be delisted from The NASDAQ Stock Market LLC ("Nasdaq") and deregistered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have agreed to various customary covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the effective time of the Merger. We do not believe these restrictions will prevent us from meeting our debt service obligations, ongoing costs of operations, working capital needs, or capital expenditure requirements.

The respective obligations of Cantaloupe and 365 Retail Markets to consummate the Merger are subject to 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 September 17, 2025, each of Cantaloupe and 365 Retail Markets received a request for additional information and documentary material (a “Second Request”) from the U.S. Federal Trade Commission (the “FTC”) pursuant to the HSR Act in connection with the Merger. The effect of a Second Request is to extend the applicable waiting period relating to the Merger until 30 days after each of Cantaloupe and 365 Retail Markets has substantially complied with the Second Request issued to it, unless the waiting period is terminated earlier by the FTC. Cantaloupe and 365 Retail Markets will continue to cooperate with the FTC staff in its review of the Merger.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements and therefore should be read in conjunction with the Company’s June 30, 2025 Annual Report on Form 10-K.

The Company operates through legal entities in several countries, primarily conducting its business activities in the United States, Mexico, and the United Kingdom. The functional currencies of our foreign wholly-owned subsidiaries are the local currencies. We translate the financial statements of these subsidiaries into U.S. dollars each reporting period for purposes of consolidation.

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company evaluates these estimates on an ongoing basis.

Estimates, judgments, and assumptions in these condensed consolidated financial statements include, but are not limited to, those related to revenue recognition, capitalization of internal-use software and cloud computing arrangements, fair value of acquired assets and liabilities including goodwill through purchase accounting, income taxes and sales tax reserves. See the Company's Annual Report, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, section Critical Accounting Estimates.

Certain reclassifications have been made to prior year's reported amounts in order to conform to the current year presentation. These reclassifications did not impact our previously reported net income or stockholders’ equity.

In December 2023, the FASB issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, which is the Company's fiscal year ended June 30, 2026. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

ASU 2024-03, Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures. The ASU introduces a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This update is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual periods, and this update is applied prospectively. Early adoption is permitted in both interim and annual periods in which financials have not been issued. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.

ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 modernizes accounting for internal-use software by eliminating stage-based rules in favor of a more principles-based framework, enhancing guidance for the "probable-to-complete" threshold.

The standard requires all capitalized internal-use software costs to follow the disclosure rules for property and equipment rather than intangibles. The ASU is effective for annual periods starting after December 15, 2027, with early adoption permitted. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.

No other new accounting pronouncements, issued or effective during the period ended December 31, 2025, have had or are expected to have a significant impact on the Company’s financial statements.

Accounts receivable includes amounts due to the Company for sales of equipment and subscription fees, settlement receivables for amounts due from third-party payment processors, receivables from contract manufacturers and unbilled amounts due from customers, net of the allowance for credit losses. Accounts receivable, net of the allowance for uncollectible accounts were $36.8 million as of December 31, 2025 and $37.9 million as of June 30, 2025.

The following table represents a rollforward of the allowance for credit losses for the six months ended December 31, 2025 and 2024:

The Company's finance receivables consist of devices under its financing program. Predominately all of the Company’s finance receivables agreements are classified as non-cancellable sixty-month sales-type leases.

The Company collects lease payments from customers primarily as part of the flow of funds from our transaction processing services. Balances are considered past due if customers do not have sufficient transaction revenue to cover the monthly lease payment by the end of the monthly billing period.

At December 31, 2025, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following:

At June 30, 2025, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following:

The following table represents a rollforward of the allowance for finance receivables for the six months ended December 31, 2025 and 2024:

Cash to be collected on our performing finance receivables due for each of the fiscal years is as follows:

We have operating leases which are real estate leases used for corporate functions, product development, sales, and other purposes. The following table provides supplemental balance sheet information related to the Company's operating leases:

Supplemental cash flow information and non-cash activity related to our leases are as follows:

Maturities of lease liabilities by fiscal year for our leases as of December 31, 2025 are as follows:

Property and equipment used for the Cantaloupe One operating lease rental program consisted of the following:

For the three months ended December 31, 2025 and 2024, the Company recognized $2.3 million and $2.2 million of revenue from its device rental program, respectively, which is included in Subscription and transaction fees on the Company's Condensed Consolidated Statements of Operations.

For the six months ended December 31, 2025 and 2024, the Company recognized $4.6 million and $4.5 million of revenue from its device rental program, respectively, which is included in Subscription and transaction fees on the Company's Condensed Consolidated Statements of Operations.

The Company’s net investment in sales-type leases (carrying value of lease receivables) and the future minimum amounts to be collected on these lease receivables as of December 31, 2025 are disclosed within Note 4 - Finance Receivables.

The Company's debt and other financing arrangements as of December 31, 2025 and June 30, 2025 consisted of the following:

* See discussion below on amendment to the JPMorgan Credit Facility.

2025 Credit Facility

On January 31, 2025 (the "Closing Date"), the Company entered into a second amended and restated credit agreement (the “2025 Credit Facility”) among the Company, as the borrower, certain of its subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A., as a lender and the administrative agent, and Capital One, National Association as a lender.

The 2025 Credit Facility provides for a $40 million secured term loan facility (the "2025 Term Loan Facility"), a $30 million secured revolving credit facility (the "2025 Revolving Facility") and a $30 million secured delayed draw term loan facility (the "Delayed Draw Term Loan Facility"). Proceeds from the 2025 Term Loan Facility were used to repay borrowings under the Company's 2022 Amended JPMorgan Credit Facility (described below), which had total remaining net borrowings of $37.3 million, inclusive of accrued interest on these facilities. The remaining proceeds from the 2025 Credit Facility were used to finance working capital needs and for general corporate purposes including permitted acquisitions and investments.

The 2025 Delayed Draw Facility is available for a period of up to 24 months following the Closing Date. The Company has not borrowed against the 2025 Revolving Facility or the Delayed Draw Term Loan Facility.

In accordance with ASC 470, the Company evaluated the 2025 Credit Facility on a lender-by-lender basis. The Company accounted for the 2025 Term Loan Facility and 2025 Revolving Facility as debt modifications. As such, previously unamortized debt issuance costs will be amortized over the term of the new credit agreement. The Company paid $1.0 million in lender fees and legal expenses in connection with the execution of the 2025 Credit Facility.

Interest on the 2025 Credit Facility is based, at the Company’s option, on a base rate or SOFR plus an applicable margin tied to the Company’s total net leverage ratio and having ranges between 1.75% and 2.50% for base rate loans and between 2.75% to 3.50% for SOFR loans. The 2025 Revolving Facility also carries an unused commitment fee tied to the Company's total net leverage ratio between 0.25% to 0.40% per annum. In an event of default, the interest rate may be increased by 2.00%. As of December 31, 2025, the weighted average interest rate for the 2025 Credit Facility is approximately 7.16%.

The 2025 Term Loan Facility, the 2025 Revolving Facility and the Delayed Draw Term Loan Facility all mature on January 31, 2030. Principal in respect of the 2025 Term Loan Facility is payable quarterly with 5.0% due in year one and year two, 7.5% due in year three and year 4, 10% due in year 5, and the remainder payable upon maturity. To the extent funded, principal in respect of the Delayed Draw Term Loan Facility will be payable on the same terms as the 2025 Term Loan Facility. Principal on 2025 Revolving Facility is due at maturity.

The Company’s obligations under the 2025 Credit Facility are unconditionally guaranteed, jointly and severally, by the Company’s material direct and indirect wholly-owned domestic subsidiaries (the “Guarantors”). All obligations of the Company and the Guarantors under the 2025 Credit Facility are secured by first priority security interests in substantially all of the assets of the Company and the Guarantors.

The 2025 Credit Facility includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, two financial covenants. The first financial covenant requires the Company to maintain a total leverage ratio of not more than 3.50 to 1.00 on the last day of any fiscal quarter. However, if a material acquisition occurs, the Company is required to maintain a total leverage ratio not greater than 4.00 to 1.00 on the last day of the fiscal quarter for the next four fiscal quarters following the material acquisition. The second financial covenant does not permit the Company to have a fixed charge coverage ratio of less than 1.15 to 1.00 for four consecutive fiscal quarters. The Company was in compliance with its financial covenants for the 2025 Credit Facility as of December 31, 2025.

On March 17, 2022, the Company entered into an amended and restated credit agreement with JPMorgan Chase Bank, N.A. which provides for a $15 million secured revolving credit facility (the “2022 Amended Revolving Facility”) and a $15 million secured term facility (the “2022 Amended Secured Term Facility” and together with the 2022 Amended Revolving Facility, the “2022 Amended JPMorgan Credit Facility”), and a $10 million delayed draw term facility, and fully replaced our previous 2021 credit facility with JPMorgan Chase Bank, N.A.

On December 1, 2022, the Company entered into an amendment to the 2022 Amended JPMorgan Credit Facility, dated as of March 17, 2022, which, among other things, amended the definition of the Company’s EBITDA under the Credit Agreement. On December 1, 2022, the Company borrowed an additional $25 million under the 2022 Amended JPMorgan Credit Facility, including $15 million from the revolving credit facility and exercised the delayed draw term facility of $10 million increasing the 2022 Amended Secured Term Facility to $25 million.

As described above, proceeds from the 2025 Term Loan Facility were used to repay borrowings under the 2022 Amended Credit JPMorgan Facility, which had total remaining net borrowings of $37.3 million, inclusive of accrued interest on the facility.

Interest on the 2022 Amended JPMorgan Credit Facility was based, at the Company’s option, on a base rate or SOFR plus an applicable margin tied to the Company’s total leverage ratio and having ranges of between 2.50% and 3.00% for base rate loans and between 3.50% and 4.00% for SOFR loans. Subject to the occurrence of a material acquisition and the Company’s total leverage ratio exceeding 3.00 to 1.00, the interest rate on the loans may increase by 0.25%. In an event of default, the interest rate may be increased by 2.00%. The 2022 Amended JPMorgan Credit Facility also carried a commitment fee of 0.50% per annum on the unused portion.

The expected maturities for each fiscal year associated with the Company’s outstanding debt and other financing arrangements as of December 31, 2025, were as follows:

Accrued expenses consisted of the following as of December 31, 2025 and June 30, 2025:

* See Note 9 - Acquisitions for a description of the arrangements.

Intangible asset balances and goodwill consisted of the following:

During the three and six months ended December 31, 2025, the Company recognized $1.4 million and $2.9 million, respectively, in amortization expense related to intangible assets.

During the three and six months ended December 31, 2024, the Company recognized $1.5 million and $2.7 million, respectively, in amortization expense related to intangible assets.

The Company performs an annual goodwill impairment test on April 1 and more frequently if events and circumstances indicate that the asset might be impaired. The Company has determined that there is one single reporting unit for purposes of testing goodwill for impairment. During the six months ended December 31, 2025 and December 31, 2024, the Company did not recognize any impairment charges related to goodwill.

On September 5, 2024, the Company acquired all of the equity interests of SB Software Limited ("SB Software"), a United Kingdom private limited company. SB Software is in the business of vending and coffee machine management in the United Kingdom. The acquisition enhances Cantaloupe’s operational capabilities and market reach in Europe.

For SB Software, the Company paid a purchase price of approximately $11.4 million which includes cash paid of $10.0 million and the estimated fair value of contingent consideration of $1.4 million. The acquisition was funded by the Company's cash on hand.

The $1.4 million fair value of the contingent consideration represented the present value of up to $3.3 million in contingent consideration based on a Monte Carlo simulation as of the acquisition date should SB Software achieve certain revenue growth targets over a three year period as defined in the share purchase agreement. During the quarter ended December 31, 2025, the company paid $0.9 million in deferred cash consideration, based on SB Software's revenue growth for the first 12 months following the closing date. Should the second and third year targets be achieved, approximately $1.0 million, denominated in British Pounds, will be payable after both September 2026 and September 2027.

Additionally, the Company may choose to pay this contingent consideration in either cash or Common Stock valued based on the average stock price for the 10 trading days preceding the release of these shares.

During six months ended December 31, 2025, the Company recognized a $0.8 million loss due to the increase in the fair value of the contingent consideration which was included in Integration, acquisition, due diligence, license application expenses on the Condensed Consolidated Statement of Operations. During the previous year, the Company recognized a $0.6 million gain related to the adjusted fair value of contingent consideration. As of December 31, 2025 the fair value current and noncurrent portions of the fair value of the contingent consideration of $0.3 million and $0.4 million are included in Accrued expenses and Other noncurrent liabilities on the Condensed Consolidated Balance Sheet, respectively.

The Company determined the estimated fair value of the identifiable intangible assets acquired with the assistance of third-party valuation consultants. Amounts allocated to identifiable intangible assets included $3.0 million related to developed technology, $0.2 million related to customer relationships, and $0.1 million related to trade names. The estimated fair value of the acquired developed technology was determined using a multi-period excess earnings method. The estimated fair value of the acquired customer relationships was determined using the distributor method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The estimated fair value of the acquired trade names was determined using the relief from royalty method which estimates the value using the discounted value of the royalties that a company would pay to license the trade name. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful lives for developed technology, customer relationships and trade names were 5, 3 and 3 years, respectively.

Goodwill of $7.8 million arising from the acquisition includes the expected synergies between SB Software and the Company. Goodwill, which is not deductible for income tax purposes, was assigned to the Company’s only reporting unit.

The above table represents the final allocation of the purchase price. Pro forma financial information of the acquisition and revenue and net income since acquisition are not presented due to the immaterial impact of the financial results of SB Software in the Company's Consolidated Financial Statements.

On February 1, 2024, the Company acquired all of the equity interests of Cheq. This investment positioned the Company for expansion into the sports, entertainment, and restaurant sectors with a comprehensive suite of self-service solutions. Cheq was acquired for $4.5 million, including $1.1 million in accounts payable paid concurrently with the acquisition. The acquisition was funded by the Company's cash on hand.

The original terms included $0.9 million in deferred cash consideration for net working capital and other post-closing adjustments. In third quarter fiscal year 2025, the Company paid $0.7 million in deferred cash consideration, which was net of $0.2 million in other liabilities recognized as a measurement period adjustment.

The Company determined the fair value of the identifiable intangible assets acquired with the assistance of third-party valuation consultants. Amounts allocated to identifiable intangible assets included $1.4 million related to developed technology, $0.2 million related to customer relationships, and $0.2 million related to trade names. The fair value of the acquired developed technology was determined using a multi-period excess earnings method. The fair value of the acquired customer relationships was determined using the distributor method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The fair value of the acquired trade names was determined using the relief from royalty method which estimates the value using the discounted value of the royalty that a company would pay to license the trade name. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful lives for developed technology, customer relationship, trade names were 5, 3, and 3 years, respectively.

Goodwill of $2.0 million arising from the acquisition includes the expected synergies between Cheq and the Company. The goodwill, which is not deductible for income tax purposes, was assigned to the Company’s only reporting unit.

The above table represents the final allocation of the purchase price. Pro forma financial information of the acquisition and revenue and net income since acquisition are not presented due to the immaterial impact of the financial results of Cheq in the Company's Consolidated Financial Statements.

Based on similar operational characteristics, the Company's revenues are disaggregated as follows:

A portion of the Company’s revenues relate to rental lease arrangements. The Company leases equipment to customers under the Cantaloupe One program which is accounted for as operating leases in accordance with ASC 842. Lease revenue is recognized on a straight-line basis over the term of the lease and is included in Subscription and transaction fees in the Consolidated Statement of Operations and Subscription fees in the table above. As described in Note 4 - Finance Receivables, the Company leases equipment under sales-type finance leases in accordance with ASC 842.

The Company's revenues earned under ASC Topic 842 are as follows:

Operating leases are included in Subscription and transaction fees in the Consolidated Statement of Operations and Subscription fees in the disaggregated revenue table above. Sales-type finance leases are included in Equipment sales in the Consolidated Statement of Operations and in the disaggregated revenue table above.

Contract assets represent revenues earned from customers that are not yet billable to customers, generally due to the timing of when equipment and services are delivered to customers on bundled contracts, or as a result of contract costs as described below. Contract assets that will be billed within the next 12 months are included in Prepaid expenses and other current assets and all others are included in Other assets on the Condensed Consolidated Balance Sheets. Contract assets were $4.3 million and $3.3 million, as of December 31, 2025 and June 30, 2025.

The change in the contract liability balances, presented as Deferred revenue on the Condensed Consolidated Balance Sheets, is primarily the result of timing difference between the Company’s satisfaction of a performance obligation and payment from the customer.

The Company's contract liability (i.e., deferred revenue) balances are as follows:

			Three months ended December 31,
($ in thousands)			2025						2024
Deferred revenue, beginning of the period			$	3,975					$	1,471
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period			(424)						(211)
Additions (reversals)			94						96
Deferred revenue, end of the period			$	3,645					$	1,356

The Company will recognize revenue in future periods related to remaining performance obligations for certain open contracts. Generally, these contracts have terms of one year or less. The amount of revenue related to unsatisfied performance obligations in which the original duration of the contract is greater than one year are primarily associated with the Company's Cantaloupe ONE rental program which has a contractual term of 36 months. The following table reflects the estimated fees to be recognized in the future related to performance obligations that are unsatisfied as of December 31, 2025:

The Company had net capitalized costs to obtain contracts of $1.1 million and $1.0 million included in Prepaid expenses and other current assets and $2.9 million and $2.7 million included in Other noncurrent assets on the Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2025, respectively. None of these capitalized contract costs were impaired.

During the three and six months ended December 31, 2025, amortization of capitalized contract costs was $0.3 million and $0.6 million, respectively. During the three and six months ended December 31, 2024, amortization of capitalized contract costs was $0.2 million and $0.5 million, respectively. Amortization of costs to obtain a contract are included within Sales and marketing expenses within the Condensed Consolidated Statement of Operations.

The Company estimates the grant date fair value of the stock options with service conditions (i.e., a condition that requires an employee to render services to the Company for a stated period of time to vest) using a Black-Scholes valuation model. The Company’s assumption for expected volatility is based on its historical volatility data related to market trading of its own Common Stock. The Company uses the simplified method to determine expected term, as the Company does not have adequate historical exercise and forfeiture behavior on which to base the expected life assumption. The dividend yield assumption is based on dividends expected to be paid over the expected life of the stock option. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected option term of each stock option.

There were no options granted during the six months ended December 31, 2025. The fair value of options granted during the six months ended December 31, 2024 were determined using the following assumptions and includes only options with an established grant date under ASC 718:

The total expense recognized for stock option awards for the three months ended December 31, 2025 and 2024 was $0.1 million and $0.2 million, respectively. The total expense recognized for stock option awards for the six months ended December 31, 2025 and 2024 was $0.2 million and $0.7 million, respectively.

The Company has granted service based restricted stock awards to employees. The Company determines expense related to restricted stock awards using the closing stock price on the grant date and these awards are expensed under the accelerated attribution method over the vesting period which is typically a three-year service period. The total expense recognized for restricted stock awards for the three months ended December 31, 2025 and 2024 was $0.5 million and $0.7 million, respectively. The total expense recognized for restricted stock awards for both the six months ended December 31, 2025 and 2024 was $1.4 million and $1.1 million.

The Company computes its interim period income tax expense or benefit using a forecasted estimated annual effective tax rate ("EAETR") and adjusts for any discrete items arising during the interim period and any changes in the Company's projected full-year taxable income. For both the three and six months ended December 31, 2025 and December 31, 2024, the EAETR was 25.3% and 5.0%, and was based primarily on minimum state tax obligations.

For the three and six months ended December 31, 2025, the Company recorded an income tax provision of $1.1 million and $3.1 million, respectively. For the three and six months ended December 31, 2024, the Company recorded an income tax provision of $0.4 million and $0.6 million, respectively. The income tax provision for three and six months ended December 31, 2025, primarily related to non-deductible transaction costs. The income tax provision for the three and six months ended December 31, 2024, primarily relates to state income tax and deferred taxes related to goodwill amortization for tax purposes. The Company had a total unrecognized income tax benefit of $0.7 million and $0.7 million as of December 31, 2025 and 2024, respectively.

The Company has significant deferred tax assets, a substantial amount of which result from operating loss carryforwards. The Company routinely evaluates its ability to realize the benefits of these assets to determine whether it is more likely than not that such benefit will be realized. The Company assesses the realizability of deferred tax assets by considering both positive and negative evidence including forecasts of future taxable income. For the six months ended December 31, 2025, the Company concluded that it is more likely than not a portion of its deferred tax assets, primarily related to federal and state net operating loss carryforwards, will be realized, consistent with our conclusion for the fiscal year ended June 30, 2025. These U. S. federal and state deferred tax assets were created primarily as a result of net operating loss carryforwards from historical business operations. The Company maintains its valuation allowance associated with the Pennsylvania net operating loss carryforwards.

Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share, applicable only to years ended with reported income is computed by dividing net income by the weighted average number of common shares outstanding during the period plus the dilutive effect of outstanding stock options and restricted stock-based awards using the treasury stock method. The calculation of basic and diluted earnings per share is presented below:

Potentially anti-dilutive shares excluded from the calculation of diluted earnings per share were approximately 4.6 million and 1.5 million for the six months ended December 31, 2025 and 2024, respectively.

From time to time, we are, or may be, a party to litigation and other legal proceedings that arise in the ordinary course of our business. These types of matters could result in fines, penalties, compensatory or treble damages or non-monetary sanctions or relief.

We evaluate legal proceedings based on information currently available, including advice of counsel.

Assessment of a loss exposure that could result from legal proceedings is complex because these proceedings often involve inherently unpredictable factors, including, but not limited to, the following: whether the proceeding is in early stages; whether damages or the amount of potential fines, penalties, and restitution are unspecified, unsupported, or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery or other investigation has begun or is not complete; whether material facts may be disputed or unsubstantiated; and whether meaningful settlement discussions have commenced. As a result, the Company may be unable to develop an estimate or range of loss and predict the outcome of such legal proceedings with certainty.

We establish accruals for legal proceedings when the related loss exposure is considered probable and reasonably estimable. We do not have any legal proceedings and related loss exposures that are currently considered both probable of occurrence and reasonably estimable. Accordingly, we have not accrued for such legal proceedings.

A member of our Board of Directors serves as a strategic advisor to a consulting firm that we utilize for payments analytics and advisory services. These services are utilized by the Company to reduce the cost of our interchange and other processing fees charged by payment processors and credit card networks. As consideration for the services, we pay the consulting firm a recurring monthly subscription fee for the analytical services. The total expense recognized within General and administrative operating expenses for these arrangements was $0.1 million for the six months ended December 31, 2025 and 2024.

The Company has one reportable segment, Cantaloupe, Inc. The business activities are managed on a consolidated basis. The types of software and services from which we generate revenue are described under our “Revenue Recognition” policy within Note 2 - Summary of Significant Accounting Policies of our Annual Report.

Our chief operating decision maker, or CODM, is our Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income that is also reported on the Condensed Consolidated Statements of Operations as consolidated net income. The CODM does not use any segment asset measures to assess performance and decide how to allocate resources.

The following table sets out our measure of profit or loss and significant segment expenses:

(1) Other general & administrative expenses include marketing, bad debt expense, office supplies, adjustments to sales and use tax reserves and other various selling, general and administrative expenses.

(2) Other segment expenses (benefits) include interest and other income and interest expense.

The Company operates through legal entities in several countries, primarily conducting its business activities in the United States, Mexico, and the United Kingdom. The Company did not earn material revenue in any country other than the United States during the three and six months ended December 31, 2025 and 2024.

Long-lived assets, excluding intangible assets, by location were not material other than the United States. Tangible long-lived assets consist of property and equipment and operating lease right-of-use assets.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

This Form 10‑Q contains certain forward-looking statements within the meaning of Section 21E of the Exchange Act, regarding, among other things, the anticipated financial and operating results of Cantaloupe, Inc. and our expectations regarding our acquisition by 365 Retail Markets. For this purpose, forward-looking statements are any statements contained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words “estimate,” “could,” “should,” “would,” “likely,” “may,” “will,” “plan,” “intend,” “believes,” “expects,” “anticipates,” “projected,” or similar expressions. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions. Important factors that could cause the Company’s actual results to differ materially from those projected include, for example:

•disruption to our business caused by the acquisition of us by 365 Retail Markets;

•our ability to consummate the transaction with 365 Retail Markets within the contemplated timeframe, or at all, including risks and uncertainties related to securing the necessary regulatory approvals, including pursuant to the HSR Act, and the satisfaction of other closing conditions;

•the impact on our stock price, business, financial condition and results of operations if the proposed transaction with 365 Retail Markets is not consummated;

•costs, charges and expenses relating to the proposed transaction with 365 Retail Markets;

•proceedings, including litigation that seeks to prevent the proposed transaction with 365 Retail Markets from being consummated within the contemplated timeframe, or at all;

•general economic, market or business conditions unrelated to our operating performance, including inflation, elevated interests rates, supply chain disruptions, financial institution disruptions, geopolitical conflicts, public health emergencies, and declines in consumer confidence and discretionary spending;

•    our ability to compete with our competitors and increase market share;

•    failure to comply with the financial covenants in our debt facilities;

•    our ability to maintain compliance with rules and regulations applicable to our business operations and industry;

•    disruptions in other card payment processors, software and manufacturing partners upon whom we rely;

•    whether our customers continue to utilize our transaction processing and related services, as our customer agreements are generally cancellable by the customer with thirty days’ notice;

•our ability to acquire and develop relevant technology offerings for current, new and potential customers and partners;

•risks and uncertainties associated with our expansion into and our operations in Europe, Mexico and other foreign markets, including general economic conditions, policy changes affecting international trade (including the imposition of new tariffs, or changes and adjustments to existing tariffs), political instability, inflation rates, recessions, sanctions, foreign currency exchange rates and controls, foreign investment and repatriation restrictions, legal and regulatory constraints, civil unrest, armed conflict, war, and other economic and political factors;

•    our ability to satisfy our trade obligations included in accounts payable and accrued expenses;

•our ability to attract, develop and retain key personnel, or our loss of the services of our key executives;

•    the incurrence by us of any unanticipated or unusual non-operating expenses, which may require us to divert our cash resources from achieving our business plan;

•    our ability to predict or estimate our future quarterly or annual revenue and expenses given the developing and unpredictable market for our products;

•    our ability to successfully integrate acquired companies into our current products and services structure;

•    our ability to add new customers and retain key existing customers from whom a significant portion of our revenue is derived;

•    the ability of a key customer to reduce or delay purchasing products from us;

•    our ability to obtain widespread commercial acceptance of our products and service offerings;

•whether any patents issued to us will provide any competitive advantages or adequate protection for our products, or would be challenged, invalidated or circumvented by others;

•    the ability of our products and services to avoid disruptions to our systems or unauthorized hacking or credit card fraud;

•risks associated with cyber-attacks and data breaches; and

•our ability to maintain effective internal controls and to timely file periodic and current reports with the Securities and Exchange Commission ("SEC").

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Actual results or business conditions may differ materially from those projected or suggested in forward-looking statements as a result of various factors including, but not limited to, those described above, or those discussed under Part I, Item 1A. “Risk Factors” of our Annual Report for the fiscal year ended June 30, 2025. We cannot assure you that we have identified all the factors that create uncertainties. Moreover, new risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. Readers should not place undue reliance on forward-looking statements.

Any forward-looking statement made by us in this Quarterly Report speaks only as of the date of this Quarterly Report. Unless required by law, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.

Cantaloupe, Inc. (Nasdaq: CTLP) is organized under the laws of the Commonwealth of Pennsylvania. We are a global technology leader powering self-service commerce. Cantaloupe offers a comprehensive suite of solutions including micro-payment processing, self-checkout kiosks, mobile ordering, connected point-of-sale ("POS") systems, and enterprise cloud software. Handling more than a billion transactions annually, our solutions enhance operational efficiency and consumer engagement across sectors like food & beverage markets, smart automated retail, hospitality, entertainment venues, laundromats and more. Committed to innovation, we aim to drive advancements in digital payments and business optimization, serving customers in the United States, United Kingdom, and Mexico, among others.

Our revenue streams consist of subscription, transaction processing and equipment sales. During the three and six months ended December 31, 2025, we derived approximately 89% and 88%, respectively, from subscription and transaction fees, and 11% and 12%, respectively, from equipment sales. Our revenue streams consist of subscription, transaction processing and equipment sales. During the three and six months ended December 31, 2024, we derived approximately 88% and 89%, respectively, from subscription and transaction fees, and 12% and 11%, respectively, from equipment sales.

Active Devices (as defined below) operating on the Company’s platform and using our services include those resulting from the sale or lease of our POS electronic payment devices, telemetry devices or certified payment software or the servicing of similar third-party installed POS terminals or telemetry devices. Customers can obtain POS electronic payment devices from us in the following ways:

•Purchasing hardware directly from the Company or one of its authorized resellers;

•Financing hardware under the Company’s financing program, which are non-cancellable 60-month sales-type leases; and

•Renting devices under the Company’s Cantaloupe One program, which are typically 36-months duration agreements.

On June 15, 2025, we entered into the Merger Agreement with 365 Retail Markets, Holdco, Holdco II and Merger Sub. Subject to the terms and conditions of the Merger Agreement, 365 Retail Markets has agreed to acquire the Company in exchange for the Merger Consideration. Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned, indirect subsidiary of 365 Retail Markets. Upon the consummation of the Merger, we will cease to be a publicly traded company, and our Common Stock will be delisted from Nasdaq and deregistered under Section 12(b) of the Exchange Act. We have agreed to various customary covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the effective time of the Merger. We do not believe these restrictions will prevent us from meeting our debt service obligations, ongoing costs of operations, working capital needs, or capital expenditure requirements.

The respective obligations of Cantaloupe and 365 Retail Markets to consummate the Merger are subject to 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 HSR Act.

On September 17, 2025, each of Cantaloupe and 365 Retail Markets received a Second Request from the FTC pursuant to the HSR Act in connection with the Merger. The effect of a Second Request is to extend the applicable waiting period relating to the Merger until 30 days after each of Cantaloupe and 365 Retail Markets has substantially complied with the Second Request issued to it, unless the waiting period is terminated earlier by the FTC. Cantaloupe and 365 Retail Markets will continue to cooperate with the FTC staff in its review of the Merger.

As of December 31, 2025, we have approximately 345 full-time employees in the United States, United Kingdom, and Mexico and offices in Malvern, Pennsylvania; Atlanta, Georgia; River Falls, Wisconsin; Seattle, Washington; Birmingham and Sheffield, United Kingdom; and Mexico City, Mexico.

The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes included in this Quarterly Report.

We use certain operating metrics (Active Devices, Active Customers, Total Number of Transactions and Total Dollar Volume of Transactions, and Average Revenue Per Unit, Gross Profit, and Gross Margin) and certain non-GAAP financial measures (Adjusted Gross Profit, Adjusted Gross Margin, and Adjusted EBITDA) which are defined below to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. Additionally, refer to the non-GAAP Financial Measures section below for additional information and their reconciliation to the most comparable GAAP measures.

Active Devices are devices that have communicated with us or have had a transaction in the last twelve months. Included in the number of Active Devices are devices that communicate through other devices that communicate or transact with us. For example, a self-service retail location that utilizes an ePort cashless payment device as well as Seed management services constitutes only one device.

The Company defines Active Customers as all customers with at least one active device.

Transactions are defined as electronic payment transactions that are processed by our technology-enabled solutions. Management uses Total Number and Dollar Volume of transactions to evaluate the effectiveness of our customer acquisition strategies and our ability to leverage existing customers and partners.

The Company defines average revenue per unit ("ARPU") as our total subscription and transaction fees for the trailing 12 months divided by average total active devices for the trailing 12 months.

The following tables represents our selected operating metrics for the periods indicated:

			Three Months Ended December 31,												Change						Percent Change
($ in thousands)			2025						2024						2025 v. 2024
Transaction fees			$	47,926					$	44,392					$	3,534					8.0		%
Cost of transaction fees			38,021						33,012						5,009						15.2		%
Gross profit, transaction(1)			$	9,905					$	11,380					(1,475)						(13.0)		%
Gross margin, transaction			20.7		%				25.6		%				(4.9)		%
Subscription fees			$	21,751					$	20,694					1,057						5.1		%
Cost of subscription fees			2,077						2,140						(63)						(2.9)		%
Amortization(2)			3,172						2,248						924						41.1		%
Gross profit, subscription fees			$	16,502					$	16,306					196						1.2		%
Gross margin, subscription			75.9		%				78.8		%				(2.9)		%
Equipment sales			$	9,035					$	8,636					399						4.6		%
Cost of equipment sales			8,070						7,850						220						2.8		%
Gross profit, equipment(1)			$	965					$	786					179						22.8		%
Gross margin, equipment			10.7		%				9.1		%				1.6		%
Total gross profit			$	27,372					$	28,472					(1,100)						(3.9)		%
Total gross margin			34.8		%				38.6		%				(3.8)		%

(1) The Company's internal-use software assets and developed technology assets are not associated with transaction fees and equipment revenue.
(2) Amortization of internal-use software assets and developed technology assets. \