--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-26-020064" form_type: "8-K" ticker: "CTLP" cik: "0000896429" company_name: "CANTALOUPE, INC." filed_at: "2026-05-08T23:59:59+00:00" generated_at: "2026-05-14T21:17:28.142058+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share ## Summary - Merger closed May 8, 2026; each share of common stock converted into $11.20 cash without interest. - Common stock delisted from Nasdaq; company to file Form 15 to deregister and suspend SEC reporting. - Prior credit agreement with JPMorgan terminated and fully repaid at closing. - All prior directors and officers resigned; new board appointed including Joseph Hessling as CEO. - Outstanding equity awards (RSUs, PSUs, options) cashed out per merger terms. ## SEC filing metadata - accession: 0001140361-26-020064 - form_type: 8-K - ticker: CTLP - cik: 0000896429 - company_name: CANTALOUPE, INC. - filed_at: 2026-05-08T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-26-020064 - JSON: https://secwatch.observer/filing/0001140361-26-020064.json - Plain text: https://secwatch.observer/filing/0001140361-26-020064.txt ## Source-grounded claims - claim_id: 0df486a085 claim: Joseph Hessling was appointed as Officer at CANTALOUPE, INC.. evidence_excerpt: Effective as of the Effective Time, Joseph Hessling and Brittany Westerman were appointed as officers of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: 22edc5aa4d claim: Ian Harris resigned as Director at CANTALOUPE, INC.. evidence_excerpt: Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan and Shannon S. Warren, each a director of the Company as of immediately prior to the Effective Time, resigned from the board of directors of the Company (including from all committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: 27f948d94b claim: Ravi Venkatesan resigned as Director at CANTALOUPE, INC.. evidence_excerpt: Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan and Shannon S. Warren, each a director of the Company as of immediately prior to the Effective Time, resigned from the board of directors of the Company (including from all committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: 2baaabb3aa claim: Ellen Richey resigned as Director at CANTALOUPE, INC.. evidence_excerpt: Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan and Shannon S. Warren, each a director of the Company as of immediately prior to the Effective Time, resigned from the board of directors of the Company (including from all committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: 2fa77c7b2b claim: Brittany Westerman was appointed as Officer at CANTALOUPE, INC.. evidence_excerpt: Effective as of the Effective Time, Joseph Hessling and Brittany Westerman were appointed as officers of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: 4200fa3a13 claim: Jeffrey Dumbrell was appointed as Director at CANTALOUPE, INC.. evidence_excerpt: Effective as of the Effective Time, Jeffrey Dumbrell, Joseph Hessling, Mollie Krupp, Scott Stewart and Brittany Westerman were appointed as directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: 4ea3ca4a8a claim: Lisa P. Baird resigned as Director at CANTALOUPE, INC.. evidence_excerpt: Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan and Shannon S. Warren, each a director of the Company as of immediately prior to the Effective Time, resigned from the board of directors of the Company (including from all committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: 7eb7def9e0 claim: Douglas G. Bergeron resigned as Director at CANTALOUPE, INC.. evidence_excerpt: Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan and Shannon S. Warren, each a director of the Company as of immediately prior to the Effective Time, resigned from the board of directors of the Company (including from all committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: 84af6b2df6 claim: Michael K. Passilla resigned as Director at CANTALOUPE, INC.. evidence_excerpt: Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan and Shannon S. Warren, each a director of the Company as of immediately prior to the Effective Time, resigned from the board of directors of the Company (including from all committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: 8d86b28d86 claim: Mollie Krupp was appointed as Director at CANTALOUPE, INC.. evidence_excerpt: Effective as of the Effective Time, Jeffrey Dumbrell, Joseph Hessling, Mollie Krupp, Scott Stewart and Brittany Westerman were appointed as directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: c77756d96a claim: Scott Stewart was appointed as Director at CANTALOUPE, INC.. evidence_excerpt: Effective as of the Effective Time, Jeffrey Dumbrell, Joseph Hessling, Mollie Krupp, Scott Stewart and Brittany Westerman were appointed as directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: cbb144292a claim: Joseph Hessling was appointed as Director at CANTALOUPE, INC.. evidence_excerpt: Effective as of the Effective Time, Jeffrey Dumbrell, Joseph Hessling, Mollie Krupp, Scott Stewart and Brittany Westerman were appointed as directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: dcf38c45e4 claim: Shannon S. Warren resigned as Director at CANTALOUPE, INC.. evidence_excerpt: Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan and Shannon S. Warren, each a director of the Company as of immediately prior to the Effective Time, resigned from the board of directors of the Company (including from all committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: f9fc5c46a3 claim: Jacob Lamm resigned as Director at CANTALOUPE, INC.. evidence_excerpt: Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan and Shannon S. Warren, each a director of the Company as of immediately prior to the Effective Time, resigned from the board of directors of the Company (including from all committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: faf0667cf7 claim: Anne M. Smalling resigned as Director at CANTALOUPE, INC.. evidence_excerpt: Lisa P. Baird, Douglas G. Bergeron, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan and Shannon S. Warren, each a director of the Company as of immediately prior to the Effective Time, resigned from the board of directors of the Company (including from all committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: ff3c76d03f claim: Brittany Westerman was appointed as Director at CANTALOUPE, INC.. evidence_excerpt: Effective as of the Effective Time, Jeffrey Dumbrell, Joseph Hessling, Mollie Krupp, Scott Stewart and Brittany Westerman were appointed as directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: 9c1bbaa80529847561ef3a2680f133fc49cbf06a claim: CANTALOUPE, INC. underwent a change of control involving 365 Retail Markets, LLC for $11.20 in cash (closed 2026-05-08). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm - claim_id: e1ceed4bf286256e840a48709125aa0ff6e24c08 claim: CANTALOUPE, INC. terminated Credit Agreement with JPMorgan Chase Bank, N.A.. evidence_excerpt: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.