Quarterly report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number 001-33365 Cantaloupe, Inc. _______________________________________________________________ (Exact name of registrant as specified in its charter) Pennsylvania 23-2679963 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 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) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name Of Each Exchange On Which Registered Common Stock, no par value CTLP The NASDAQ Stock Market LLC 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. Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑ As of November 3, 2025, there were 73,697,229 outstanding shares of Common Stock, no par value.
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Cantaloupe, Inc. TABLE OF CONTENTS Part I - Financial Information Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets - September 30, 2025 (unaudited) and June 30, 2025 3 Condensed Consolidated Statements of Operations - Three Months ended September 30, 2025 and 2024(unaudited) 4 Condensed Consolidated Statements of Comprehensive (Loss) Income - Three Months ended September 30,2025 and 2024 (unaudited) 5 Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity - Three Monthsended September 30, 2025 and 2024 (unaudited) 6 Condensed Consolidated Statements of Cash Flows - Three Months ended September 30, 2025 and 2024(unaudited) 7 Notes to Condensed Consolidated Financial Statements (unaudited) 8 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 3. Quantitative and Qualitative Disclosures About Market Risk 31 4. Controls and Procedures 32 Part II - Other Information Item 1. Legal Proceedings 33 1A. Risk Factors 33 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 3. Defaults Upon Senior Securities 33 4. Mine Safety Disclosures 33 5. Other Information 33 6. Exhibits 34 Signatures 35
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Part I. Financial Information Item 1. Condensed Consolidated Financial Statements Cantaloupe, Inc. Condensed Consolidated Balance Sheets
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September 30, 2025(Unaudited) June 30, 2025($ in thousands, except share data) Assets Current assets: Cash and cash equivalents $ 54,985 $ 51,146 Accounts receivable, net 41,862 37,927 Finance receivables, net 5,253 5,422 Inventory 47,655 45,703 Prepaid expenses and other current assets 13,711 12,727 Total current assets 163,466 152,925 Non-current assets: Finance receivables, net 5,076 5,750 Property and equipment, net 39,761 39,125 Operating lease right-of-use assets 7,515 7,735 Intangibles, net 21,835 23,331 Goodwill 103,075 103,222 Deferred income taxes, net 41,568 43,253 Other assets 7,218 6,517 Total non-current assets 226,048 228,933 Total assets $ 389,514 $ 381,858 Liabilities, convertible preferred stock, and shareholders’ equity Current liabilities: Accounts payable $ 61,741 $ 58,741 Accrued expenses 22,480 19,748 Current obligations under long-term debt 1,936 1,917 Deferred revenue 3,975 1,990 Total current liabilities 90,132 82,396 Long-term liabilities: Long-term debt, less current portion 36,353 36,746 Other noncurrent liabilities 8,471 8,965 Total long-term liabilities 44,824 45,711 Total liabilities 134,956 128,107 Commitments and contingencies (Note 14) Convertible preferred stock: Series A convertible preferred stock, 900,000 shares authorized, 385,782 and 385,782 issued and outstanding, with liquidation preferences of $23,590 and $23,301 at September 30, 2025 and June 30, 2025, respectively 2,720 2,720 Shareholders’ equity: Common stock, no par value, 640,000,000 shares authorized, 73,693,758 and 73,289,054 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively — — Additional paid-in capital 488,557 486,759 Accumulated deficit (236,845) (235,926) Accumulated other comprehensive income 126 198 Total shareholders’ equity 251,838 251,031 Total liabilities, convertible preferred stock, and shareholders’ equity $ 389,514 $ 381,858 See accompanying notes to condensed consolidated financial statements. 3
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Cantaloupe, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three months ended September 30, ($ in thousands, except share and per share data) 2025 2024 Revenues: Subscription and transaction fees $ 70,325 $ 63,792 Equipment sales 10,528 7,044 Total revenues 80,853 70,836 Costs of sales (exclusive of certain depreciation and amortization): Cost of subscription and transaction fees 38,200 35,744 Cost of equipment sales 9,139 6,241 Total costs of sales 47,339 41,985 Operating expenses: Sales and marketing 6,523 5,448 Technology and product development 5,014 4,499 General and administrative 9,357 11,928 Merger, acquisition and integration expenses 7,197 197 Depreciation and amortization 3,795 2,672 Total operating expenses 31,886 24,744 Operating income 1,628 4,107 Other income (expense): Interest income 350 447 Interest expense (914) (991) Other income (expense), net (51) 186 Total other expense, net (615) (358) Income before income taxes 1,013 3,749 Provision for income taxes (1,932) (177) Net (loss) income (919) 3,572 Preferred dividends (289) (289) Net (loss) income applicable to common shares $ (1,208) $ 3,283 Net (loss) income per common share Basic $ (0.02) $ 0.04 Diluted $ (0.02) $ 0.04 See accompanying notes to condensed consolidated financial statements. 4
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Cantaloupe, Inc. Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) Three months ended September 30, ($ in thousands) 2025 2024 Net (loss) income (919) $ 3,572 Foreign currency translation adjustments (72) 189 Other comprehensive (loss) income (72) 189 Total comprehensive (loss) income $ (991) $ 3,761 See accompanying notes to condensed consolidated financial statements. 5
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Cantaloupe, Inc. Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity (Unaudited) Three Month Period Ended September 30, 2025 ($ in thousands, except sharedata) Convertible PreferredStock Common Stock AdditionalPaid-inCapital AccumulatedDeficit AccumulatedOtherComprehensiveIncome (Loss) TotalShareholders'EquityShares Amount Shares Amount Balance, June 30, 2025 385,782 $ 2,720 73,289,054 $ — $ 486,759 $ (235,926) $ 198 $ 251,031 Stock-based compensation — — — — 1,009 — — 1,009 Vesting of restricted stock — — 172,808 — — — — — Shares withheld — — (48,771) — (473) — — (473) Exercise of stock options — — 280,667 — 1,262 — — 1,262 Other comprehensive loss — — — — — — (72) (72) Net loss — — — — — (919) — (919) Balance, September 30,2025 385,782 $ 2,720 73,693,758 $ — $ 488,557 $ (236,845) $ 126 $ 251,838 Three Month Period Ended September 30, 2024 ($ in thousands, except sharedata) Convertible PreferredStock Common Stock AdditionalPaid-inCapital AccumulatedDeficit AccumulatedOtherComprehensiveIncome (Loss) TotalShareholders'EquityShares Amount Shares Amount Balance, June 30, 2024 385,782 $ 2,720 72,935,497 $ — $ 482,329 $ (300,459) $ (124) $ 181,746 Stock-based compensation — — — — 887 — — 887 Vesting of restricted stock — — 73,603 — — — — — Shares withheld — — (22,928) (164) — — (164) Other comprehensiveincome — — — — — — 189 189 Net income — — — — — 3,572 — 3,572 Balance, September 30,2024 385,782 $ 2,720 72,986,172 $ — $ 483,052 $ (296,887) $ 65 $ 186,230 Shares withheld to satisfy tax withholding obligations in connection with restricted stock vestings. See accompanying notes to condensed consolidated financial statements. 1 1 1 6
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Cantaloupe, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Three months ended September 30, ($ in thousands) 2025 2024 Cash flows from operating activities: Net (loss) income $ (919) $ 3,572 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Stock-based compensation 1,009 887 Provision for expected losses 685 949 Depreciation and amortization 4,289 3,192 Deferred income taxes 1,685 24 Other (572) 223 Changes in operating assets and liabilities: Accounts receivable (4,816) 11,047 Finance receivables 1,003 1,081 Inventory (1,776) (3,863) Prepaid expenses and other assets (1,678) 219 Accounts payable and accrued expenses 6,375 (28,897) Operating lease liabilities (297) (197) Deferred revenue 1,985 (255) Net cash provided by (used in) operating activities 6,973 (12,018) Cash flows from investing activities: Capital expenditures (3,434) (3,791) Acquisition of business, net of cash acquired — (9,761) Net cash used in investing activities (3,434) (13,552) Cash flows from financing activities: Repayment of long-term debt (501) (286) Proceeds from exercise of common stock options 1,289 — Payment of employee taxes related to stock-based compensation (473) (164) Net cash provided by (used in) financing activities 315 (450) Effect of currency exchange rate changes on cash and cash equivalents (15) 224 Net increase (decrease) in cash and cash equivalents 3,839 (25,796) Cash and cash equivalents at beginning of year 51,146 58,920 Cash and cash equivalents at end of period $ 54,985 $ 33,124 Supplemental disclosures of cash flow information: Interest paid in cash $ 759 $ 883 Income taxes paid in cash $ 632 $ 251 See accompanying notes to condensed consolidated financial statements. 7
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Cantaloupe, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. BUSINESS 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. Merger with 365 Retail Markets, LLC 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 Merger Sub Inc. 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 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 4, 2025, the Company held a special meeting of shareholders, where shareholders approved a proposal to approve and adopt the Merger Agreement, including the Merger. On September 17, 2025, each of Cantaloupe and 365 Retail Markets received a request for additional information and documentary material (a “Request”) from the U.S. Federal Trade Commission (the “Second 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. Assuming Cantaloupe and 365 Retail Markets receive the required clearance under the HSR Act and each of the other conditions to the consummation of the Merger are satisfied or waived in a timely manner, the parties to the Merger Agreement currently expect to complete the Merger in the first half of calendar year 2026. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Preparation 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. 8
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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 has operations 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. Use of Estimates 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. Reclassification 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. Recent Accounting Pronouncements ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures 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 9
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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. No other new accounting pronouncements, issued or effective during the period ended September 30, 2025, have had or are expected to have a significant impact on the Company’s financial statements. 3. ACCOUNTS RECEIVABLE 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 $41.9 million as of September 30, 2025 and $37.9 million as of June 30, 2025. Allowance for credit losses The following table represents a rollforward of the allowance for credit losses for the three months ended September 30, 2025 and 2024: Three months ended September 30, ($ in thousands) 2025 2024 Balance, beginning of quarter $ 13,241 $ 13,442 Provision for expected losses 852 558 Write-offs and other adjustments 86 (354) Balance, end of quarter $ 14,179 $ 13,646 4. FINANCE RECEIVABLES The Company's finance receivables consist of devices under its financing program and devices contractually associated with the Seed platform. 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 September 30, 2025, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following: Leases by Origination ($ in thousands) Up to 1 Year Ago Between 1 and 2 Years Ago Between 2 and 3 Years Ago Between 3 and 4 Years Ago Between 4 and 5 Years Ago More than 5 Years Ago Total Current $ 1,082 $ 1,547 $ 2,088 $ 3,687 $ 670 $ 80 $ 9,154 30 days and under 18 25 26 138 60 5 272 31 - 60 days 4 13 2 119 46 4 188 61 - 90 days 2 10 14 35 24 2 87 Greater than 90 days 1 42 140 1,265 361 1,043 2,852 Total finance receivables $ 1,107 $ 1,637 $ 2,270 $ 5,244 $ 1,161 $ 1,134 $ 12,553 At June 30, 2025, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of thefollowing: 10
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Leases by Origination ($ in thousands) Up to 1 Year Ago Between 1 and 2 Years Ago Between 2 and 3 Years Ago Between 3 and 4 Years Ago Between 4 and 5 Years Ago More than 5 Years Ago Total Current $ 1,463 $ 1,517 $ 3,290 $ 2,766 $ 589 $ 93 $ 9,718 30 days and under 27 34 83 106 61 14 325 31 - 60 days 9 16 42 73 57 18 215 61 - 90 days 8 14 63 10 66 12 173 Greater than 90 days 3 58 573 973 373 1,162 3,142 Total finance receivables $ 1,510 $ 1,639 $ 4,051 $ 3,928 $ 1,146 $ 1,299 $ 13,573 The following table represents a rollforward of the allowance for finance receivables for the three months ended September 30, 2025 and2024: Three months ended September 30, ($ in thousands) 2025 2024 Balance at June 30 $ 2,401 $ 1,934 Provision for expected losses (167) 391 Write-offs (10) — Balance at September 30 2,224 2,325 Cash to be collected on our performing finance receivables due for each of the fiscal years is as follows: ($ in thousands) Amount Remainder of 2026 $ 4,548 2027 4,375 2028 2,387 2029 1,106 2030 363 Thereafter 10 Total amounts to be collected 12,789 Less: interest (236) Less: allowance for uncollectible receivables (2,224) Total finance receivables $ 10,329 5. LEASES Lessee Accounting We have operating leases which are primarily 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: ($ in thousands) Balance Sheet Classification September 30, 2025 June 30, 2025 Assets: Operating lease right-of-use assets $ 7,515 $ 7,735 Liabilities: Current Accrued expenses $ 1,836 $ 1,655 Long-term Other noncurrent liabilities 7,798 8,279 Total lease liabilities $ 9,634 $ 9,934 11
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Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Three months endedSeptember 30, 2025 2024 Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 471 $ 485 Non-cash activity: Right-of-use assets obtained in exchange for new operating lease obligations $ — $ 290 Maturities of lease liabilities by fiscal year for our leases as of September 30, 2025 are as follows: ($ in thousands) OperatingLeases Remainder of 2026 $ 1,936 2027 2,247 2028 1,653 2029 1,492 2030 978 Thereafter 4,743 Total lease payments 13,049 Less: Imputed interest (3,415) Present value of lease liabilities $ 9,634 Lessor Accounting Property and equipment used for the operating lease rental program consisted of the following: ($ in thousands) September 30, 2025 June 30, 2025 Cost $ 34,867 $ 34,522 Accumulated depreciation (27,411) (26,818) Net $ 7,456 $ 7,704 For the three months ended September 30, 2025 and 2024, the Company recognized $2.4 million and $2.3 million of revenue from its device rental program, respectively, which is included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations. The Company’s net investment in sales-type leases (carrying value of lease receivables) and the future minimum amounts to be collected on these lease receivables as of September 30, 2025 are disclosed within Note 4 - Finance Receivables. 12
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6. DEBT AND OTHER FINANCING ARRANGEMENTS The Company's debt and other financing arrangements as of September 30, 2025 and June 30, 2025 consisted of the following: As of September 30, As of June 30, ($ in thousands) 2025 2025 2025 Credit Facility/2022 Amended JPMorgan Credit Facility* $ 38,500 $ 39,000 Other obligations 105 — Less: unamortized issuance costs and debt discount (316) (337) Total 38,289 38,663 Less: debt and other financing arrangements, current (1,936) (1,917) Debt and other financing arrangements, noncurrent $ 36,353 $ 36,746 * 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 September 30, 2025, the weighted average interest rate for the 2025 Credit Facility is approximately 7.13%. 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. 13
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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 September 30, 2025. 2022 Amended JPMorgan Credit Facility 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 $37.3 million, inclusive of accrued interest on the facility. Interest on the 2022 Amended JPMorgan Credit Facility was based, at the Company’s option, on a base rate or SOFR plus an applicable margin tied to the Company’s total leverage ratio and having ranges of between 2.50% and 3.00% for base rate loans and between 3.50% and 4.00% for SOFR loans. Subject to the occurrence of a material acquisition and the Company’s total leverage ratio exceeding 3.00 to 1.00, the interest rate on the loans may increase by 0.25%. In an event of default, the interest rate may be increased by 2.00%. The 2022 Amended JPMorgan Credit Facility also carried a commitment fee of 0.50% per annum on the unused portion. The expected maturities for each fiscal year associated with the Company’s outstanding debt and other financing arrangements as of September 30, 2025, were as follows: ($ in thousands) Amount Remainder of 2026 $ 1,514 2027 2,520 2028 3,021 2029 3,522 2030 28,024 Thereafter 4 Principal amounts payable 38,605 Unamortized issuance costs (316) Total outstanding debt $ 38,289 14
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7. ACCRUED EXPENSES Accrued expenses consisted of the following as of September 30, 2025 and June 30, 2025: As of September 30, As of June 30, ($ in thousands) 2025 2025 Sales tax $ 7,063 $ 7,349 State income tax payable 1,644 2,096 Accrued compensation and related sales commissions 3,336 4,929 Operating lease liabilities - current 1,836 1,655 Accrued professional fees 6,960 2,492 Consideration withheld for acquisitions - current* 899 105 Accrued Other 742 1,122 Total accrued expenses $ 22,480 $ 19,748 * See Note 9 - Acquisition for description of the arrangement. The change in accrued professional fees primarily relates to professional fees associated with the planned merger with 365 Retail Markets, LLC. See Recent Developments in Management’s Discussion and Analysis of Financial Condition and Results of Operations. 8. GOODWILL AND INTANGIBLES Intangible asset balances and goodwill consisted of the following: As of September 30, 2025 Weighted AverageRemaining UsefulLife (Years)($ in thousands) Gross AccumulatedAmortization Net Intangible assets: Brand and trade names $ 2,605 (2,315) 290 1.7 Developed technology 22,203 (15,672) 6,531 3.0 Customer relationships 28,251 (13,237) 15,014 7.8 Total intangible assets $ 53,059 $ (31,224) $ 21,835 6.2 Goodwill $ 103,075 $ — $ 103,075 Indefinite As of June 30, 2025 Weighted AverageUseful Life(Years)($ in thousands) Gross AccumulatedAmortization Net Intangible assets: Brand and trade names $ 2,608 $ (2,235) $ 373 1.8 Developed technology 22,259 (15,086) 7,173 3.2 Customer relationships 28,255 (12,470) 15,785 7.9 Total intangible assets $ 53,122 $ (29,791) $ 23,331 6.3 Goodwill $ 103,222 $ — $ 103,222 Indefinite During the three months ended September 30, 2025 and September 30, 2024, the Company recognized $1.4 million and $1.3 million, respectively, in amortization expense related to intangible assets. Changes in Goodwill for the three months ended September 30, 2025 relate to foreign currency adjustments. 15
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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 three ended September 30, 2025 and September 30, 2024, the Company did not recognize any impairment charges related to goodwill. 9. ACQUISITIONS SB Software 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 as defined in the share purchase agreement. The company is expected to pay approximately $0.9 million based on SB Software's revenue growth for the 12 months ended September 30, 2025. 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. Should the targets be achieved, 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 three months ended September 30, 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 September 30, 2025 the fair value current and noncurrent portions of the fair value of the contingent consideration of $0.9 million and $0.7 million are included in Accrued expenses and Other noncurrent liabilities on the Condensed Consolidated Balance Sheet, respectively. The following table summarizes the estimated fair value assigned to the assets acquired and liabilities assumed: ($ in thousands) Amount Cash and cash equivalents $ 284 Accounts receivable 94 Inventory 42 Prepaid expenses 14 Property and equipment 67 Operating lease right-of-use assets 244 Intangible assets 3,303 Total identifiable assets acquired 4,048 Accounts payable (71) Accrued expenses (152) Operating lease liability (244) Total liabilities assumed (467) Total identifiable net assets 3,581 Goodwill 7,793 Fair value of total considerations transferred $ 11,374 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, 16
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$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. Cheq 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 $0.2 million in other liabilities recognized as a measurement period adjustment. The following table summarizes the adjusted fair value assigned to the assets acquired and liabilities assumed as of June 30, 2025. ($ in thousands) Amount Cash and cash equivalents $ 84 Property and equipment 1,136 Intangible assets 1,750 Other assets 486 Total identifiable assets acquired 3,456 Accounts payable (691) Other liabilities (307) Total liabilities assumed (998) Total identifiable net assets 2,458 Goodwill 2,000 Fair value of total considerations transferred $ 4,458 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 $2.0 million arising from the acquisition includes the expected synergies between Cheq and the Company. The goodwill, which is not deductible for income tax purposes, was assigned to the Company’s only reporting unit. 17
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The above table represents the final allocation of the purchase price. Pro forma financial information of the acquisition and revenue and net income since acquisition are not presented due to the immaterial impact of the financial results of Cheq in the Company's Consolidated Financial Statements. 10. REVENUES Based on similar operational characteristics, the Company's revenues are disaggregated as follows: Three months endedSeptember 30, ($ in thousands) 2025 2024 Transaction fees $ 48,060 $ 43,604 Subscription fees 22,265 20,188 Subscription and transaction fees 70,325 63,792 Equipment sales 10,528 7,044 Total revenues $ 80,853 $ 70,836 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. 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: Three months endedSeptember 30, ($ in thousands) 2025 2024 Operating leases $ 2,371 $ 2,318 Sales-type finance leases 223 640 Total lease revenues $ 2,594 $ 2,958 Contract Assets 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 contracts 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 $4.1 million and $3.3 million, as of September 30, 2025 and June 30, 2025. Contract Liabilities The change in the contract liability balances, presented as Deferred revenue on the Condensed Consolidated Balance Sheets, is primarily the result of timing difference between the Company’s satisfaction of a performance obligation and payment from the customer. The Company's contract liability (i.e., deferred revenue) balances are as follows: Three months ended September 30, ($ in thousands) 2025 2024 Deferred revenue, beginning of the period $ 1,990 $ 1,726 Revenue recognized in the period from amounts included in deferred revenue at the beginning ofthe period (343) (324) Additions 2,328 69 Deferred revenue, end of the period $ 3,975 $ 1,471 18
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Future Performance Obligations 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 is 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 September 30, 2025: ($ in thousands) As of September 30,2025 Remainder of fiscal year 2026 $ 3,153 2027 2,219 2028 914 Thereafter 24 Total $ 6,310 Contract Costs 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 September 30, 2025 and June 30, 2025, respectively. None of these capitalized contract costs were impaired. During the three months ended September 30, 2025 and September 30, 2024, amortization of capitalized contract costs was $0.3 million and $0.2 million, respectively. Amortization of costs to obtain a contract are included within Sales and marketing expenses within the Condensed Consolidated Statement of Operations. 11. STOCK-BASED COMPENSATION Stock Options 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 three months ended September 30, 2025. The fair value of options granted during the three months ended September 30, 2024 were determined using the following assumptions and includes only options with an established grant date under ASC 718: Three months ended September30, 2024 Expected volatility (percent) 50.5% Weighted average expected life (years) 4.5 Dividend yield (percent) 0.0 % Risk-free interest rate (percent) 3.4% Number of options granted 20,000 Weighted average exercise price $ 6.35 Weighted average grant date fair value $ 2.88 Stock-based compensation related to stock options with an established grant date for the three months ended September 30, 2025 and 2024 was $0.2 million and $0.5 million, respectively. 19
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Restricted Stock Awards The Company grants 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. 12. INCOME TAXES 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 business interest expense and taxable income. For the three months ended September 30, 2025 and 2024, the EAETR was 25.3% and 5.1%, respectively. For the three months ended September 30, 2025 and 2024, the Company recorded an income tax provision of $1.9 million and $0.2 million, respectively. The income tax provision for three months ended September 30, 2025, primarily related to non-deductible transaction costs. The income tax provision for the three months ended September 30, 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 September 30, 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 three months ended September 30, 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. On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”) which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. The OBBBA did not have a material impact on the results of operations. 13. EARNINGS PER SHARE CALCULATION 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: 20
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Three months ended September 30, ($ in thousands, except per share data) 2025 2024 Numerator for basic and diluted (loss) income per share Net (loss) income $ (919) 3,572 Preferred dividends (289) (289) Net (loss) income applicable to common shareholders $ (1,208) $ 3,283 Denominator for basic earnings per share - Weighted average shares outstanding 73,540,754 73,068,856 Effect of dilutive potential common shares — 852,330 Denominator for diluted earnings per share - Adjusted weighted average shares outstanding 73,540,754 73,921,186 Basic earnings per share $ (0.02) $ 0.04 Diluted earnings per share $ (0.02) $ 0.04 Potentially anti-dilutive shares excluded from the calculation of diluted earnings per share were approximately 4.7 million and 0.1 million for the three months ended September 30, 2025 and 2024, respectively. 14. COMMITMENTS AND CONTINGENCIES Litigation From time to time, we are a party to litigation and other 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. In accordance with the accounting guidance for contingencies, we reserve for litigation claims and assessments asserted or threatened against us when a loss is probable and the amount of the loss can be reasonably estimated. We cannot predict the outcome of legal or other proceedings with certainty. We do not expect any claims with a reasonably possible adverse outcome to have a material impact on us, and accordingly have not accrued for any material claims. Purchase Commitments As of September 30, 2025, the Company had no material firm purchase commitments over the next year. 15. RELATED PARTY TRANSACTIONS 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 success fee based on the savings realized by the Company, and a recurring monthly subscription fee for the analytical services. The total expense recognized within Cost of subscription and transaction fees for these arrangements was less than $0.1 million for both the three months ended September 30, 2025 and 2024. 16. SEGMENT INFORMATION The Company has one reportable segment, Cantaloupe, Inc. The business activities are managed on a consolidated basis. The types of software and services from which we generate revenue are described under our “Revenue Recognition” policy within Note 2 - Summary of Significant Accounting Policies of our Annual Report. Our chief operating decision maker, or CODM, is our Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income that is also reported on the Condensed Consolidated Statements of Operations as consolidated net income. The CODM does not use any segment asset measures to assess performance and decide how to allocate resources. The following table sets out our measure of profit or loss and significant segment expenses: 21
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Three months ended September 30, ($ in thousands) 2025 2024 Revenue $ 80,853 $ 70,836 Segment expenses: Costs of sales (47,339) (41,985) Compensation and benefits (12,354) (12,400) Rent, occupancy and insurance (1,070) (1,087) Professional services (9,044) (3,125) Subscription & cloud services (2,756) (2,261) Other general & administrative expenses (2,867) (3,199) Depreciation and amortization (3,795) (2,672) Other segment (benefits) expenses (615) (358) Income tax expense (1,932) (177) Segment net (loss) income $ (919) $ 3,572 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. Other segment expenses (benefits) include interest and other income and interest expense. The Company has operations in the U.S., Mexico, and the U.K. The Company did not earn material revenue in any country other than the United States during the three months ended September 30, 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. (1) (2) (1) (2) 22
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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. Forward-Looking Statements This Form 10 ‑ Q contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, 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 HSR, 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; 23
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• 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. OVERVIEW OF THE COMPANY 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, European Union countries, Australia, and Mexico. Our revenue streams consist of subscription, transaction processing and equipment sales. During the three months ended September 30, 2025 and September 30, 2024, we derived approximately 87% and 90%, respectively, from subscription and transaction fees, and 13% and 10%, 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 point of sale ("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. Recent Developments Merger with 365 Retail Markets, LLC 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 Merger Sub Inc. 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 24
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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 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 4, 2025, the Company held a special meeting of shareholders, where shareholders approved a proposal to approve and adopt the Merger Agreement, including the Merger. On September 17, 2025, each of Cantaloupe and 365 Retail Markets received a request for additional information and documentary material (a “Request”) from the U.S. Federal Trade Commission (the “Second 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. Assuming Cantaloupe and 365 Retail Markets receive the required clearance under the HSR Act and each of the other conditions to the consummation of the Merger are satisfied or waived in a timely manner, the parties to the Merger Agreement currently expect to complete the Merger in the first half of calendar year 2026. One Big Beautiful Bill Act On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”) which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. The OBBBA did not have a material impact on the results of operations. QUARTERLY RESULTS OF OPERATIONS The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes included in this Quarterly Report. Key Metrics We use certain operating metrics (Active Devices, Active Customers, Total Number of Transactions and Total Dollar Volume, 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 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. Active Customers The Company defines Active Customers as all customers with at least one active device. 25
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Total Number of Transactions and Total Dollar Volume of Transactions 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 new customer strategy and our ability to leverage existing customers and partners. Average Revenue Per Unit 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: As of and for the three months ended September 30,2025 June 30, 2025 March 31, 2025 December 31,2024 September 30,2024 Devices: Active Devices (thousands) 1,280 1,280 1,261 1,269 1,230 Customers: Active Customers 35,837 34,896 34,115 32,909 32,338 Volumes: Total Number of Transactions (millions) 321.2 309.4 296.1 299.8 293.7 Total Dollar Volume of Transactions (millions) 947.1 921.8 852.4 843.1 826.7 Subscription and transaction fees - Trailing 12months (thousands) $ 269,622 $ 263,128 $ 255,181 $ 249,210 $ 240,153 Average revenue per unit (ARPU) $ 214.84 $ 210.26 $ 205.92 $ 202.20 $ 198.31 3 Months Ended September 30, Change Percent Change ($ in thousands) 2025 2024 2025 v. 2024 Transaction fees $ 48,060 $ 43,604 $ 4,456 10.2 % Cost of transaction fees 36,270 33,303 2,967 8.9 % Gross profit, transaction $ 11,790 $ 10,301 1,489 14.5 % Gross margin, transaction 24.5 % 23.6 % 0.9 % Subscription fees $ 22,265 $ 20,188 $ 2,077 10.3 % Cost of subscription fees 1,930 2,441 (511) (20.9)% Amortization 2,707 1,747 960 55.0 % Gross profit, subscription fees $ 17,628 $ 16,000 1,628 10.2 % Gross margin, subscription fees 79.2 % 79.3 % (0.1)% Equipment sales $ 10,528 $ 7,044 $ 3,484 49.5 % Cost of equipment sales 9,139 6,241 2,898 46.4 % Gross profit, equipment $ 1,389 $ 803 586 73.0 % Gross margin, equipment 13.2 % 11.4 % 1.8 % Total gross profit $ 30,807 $ 27,104 $ 3,703 13.7 % Total gross margin 38.1 % 38.3 % (0.2)% Cost of subscription and transaction fees excludes amortization of certain technology assets, see and below. Amortization of internal-use software assets and developed technology assets. The Company's internal-use software assets and developed technology assets are not associated with equipment sales. (1) (1) (2) (3) (1) (2) (3) (2) (3) 26
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Highlights for the quarter ended September 30, 2025 include: • Revenues of $80.9 million, an increase of 14.1% quarter over same quarter prior year. The increase was led by higher transaction fees and subscription fees revenue; • 1.28 million Active Devices compared to the same quarter last year of 1.23 million, an increase of approximately 50 thousand Active Devices, or 4.1%; • 35,837 Active Customers on our service compared to the same quarter last year of 32,338, an increase of 3,499 Active Customers, or 10.8%; and • $947.1 million in Total Dollar Volume of Transactions for the quarter ended September 30, 2025 compared to $826.7 million for the quarter ended September 30, 2024, an increase of $120.4 million, or 14.6%. See "Revenues and Gross Margin" in Management’s Discussion and Analysis of Financial Condition and Results of Operations below for additional information. Revenues. Total revenues increased by $10.0 million for the three months ended September 30, 2025 compared to the same period in 2024. The increase in revenues is attributed to a $4.5 million increase in transaction revenue, a $3.5 million increase in equipment revenue and a $2.1 million increase in subscription revenue. The increase in transaction fees was primarily driven by increased processing volumes and increased average ticket size, resulting in a 14.6% increase in total dollar volumes of transactions for the current fiscal year quarter relative to the same quarter in the prior year. Our subscription fees have increased 10.3% for the three months ended September 30, 2025 compared to the same period in 2024, which is attributed to a continued focus of management to grow our recurring subscription services to our customer base. Equipment revenue increased 49.5% to $10.5 million for the three months ended September 30, 2025, compared to $7.0 million for the same period in 2024 primarily due to our Smart Stores product, which launched in December 2024. Costs of sales. Costs of sales increased $5.4 million for the three months ended September 30, 2025 compared to the prior year period. The increase in costs of sales was partially due to a $3.0 million increase in transaction costs as a direct result of increased transaction processing fees corresponding with an increase in processing volumes. Additionally, equipment cost of goods sold increased $2.9 million for the three months ended September 30, 2025 compared to the prior year period due to the increased equipment sales volumes. Gross margin. Total gross margin decreased to 38.1% for the three months ended September 30, 2025 from 38.3% for the three months ended September 30, 2024. The decrease was primarily a result of a $1.0 million increase in amortization expenses related to internal use software and developed technology acquired in our SB Software acquisition. Operating Expenses Three months ended September 30, Change Category ($ in thousands) 2025 2024 Amount Percentage Sales and marketing $ 6,523 $ 5,448 $ 1,075 19.7 % Technology and product development 5,014 4,499 515 11.4 % General and administrative expenses 9,357 11,928 (2,571) (21.6)% Merger, acquisition and integration expenses 7,197 197 7,000 3,553.3 % Depreciation and amortization 3,795 2,672 1,123 42.0 % Total operating expenses $ 31,886 $ 24,744 $ 7,142 28.9 % Total operating expenses. Operating expenses increased 28.9% for the three months ended September 30, 2025 compared to the same period in 2024. This is primarily driven by an $7.0 million increase in Merger, acquisition, and integration expenses as well as an increase in Sales and marketing and Depreciation and amortization, offset by a decrease in General and administrative expenses. See further details on individual categories below. Sales and marketing. Sales and marketing expenses increased approximately $1.1 million for the three months ended September 30, 2025 compared to the same period in 2024, due to a $1.0 million increase in compensation and benefits as a result of increased headcount with the launch of Vine Digital Studios and a $0.1 million increase in various sales and marketing expenses. 27
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Technology and product development. Technology and product development expenses increased by $0.5 million for the three months ended September 30, 2025. The increase is due to a $0.3 million increase in compensation and benefits and a $0.2 million increase in subscription and other expenses. General and administrative expenses. General and administrative expenses decreased by $2.6 million for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to a one-time decrease due to the receipt of $2.3 million in Employee Retention Tax credits and a $0.3 million decrease in professional services. Merger, acquisition, and integration expenses. As described in Merger with 365 Retail Markets, LLC above, the Company is incurring professional service fees in preparation for the Merger. For the three months ended September 30, 2025, substantially all of the Merger, acquisition, and integration expenses relate to these professional services. Merger, acquisition, and integration expenses for the same period in 2024 relate to the acquisition of SB Software. Depreciation and amortization. Depreciation and amortization expenses increased by $1.1 million for the three months ended September 30, 2025 compared to the same period in 2024 primarily due to $0.9 million in increased amortization of internal use software and $0.2 million in increased amortization of intangibles due to the acquisition of SB Software in late first quarter last year. Other Expense, Net Three months ended September 30, Change ($ in thousands) 2025 2024 Amount Percentage Other income (expense): Interest income from cash and leases $ 350 $ 447 $ (97) (21.7)% Interest income (expense) from debt and tax liabilities (914) (991) 77 7.8 % Other income (expense), net (51) 186 (237) 127.4 % Total other expense, net $ (615) $ (358) $ (257) (71.8)% Other expense, net. Other expense decreased $0.3 million for the three months ended September 30, 2025 as compared to the same period in 2024. Our interest expense from debt and tax liabilities decreased by $0.1 million primarily due to the reduced interest rate as a result of debt modification in January 2025. The decrease in interest income from cash and leases is primarily due to lower outstanding balances for our finance receivables. Other income (expense), net decreased primarily due to foreign currency transactions. Non-GAAP Financial Measures We use non-GAAP financial measures for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in their financial and operational decision making. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with our net income as determined in accordance with GAAP, and are not a substitute for or a measure of our profitability or net earnings. Adjusted Gross Profit and Margin (non-GAAP) We define Adjusted Gross Profit (non-GAAP) as revenue less cost of sales, exclusive of depreciation of internally-developed software and amortization of intangible assets related to technologies obtained through acquisitions. We believe this non-GAAP measure is useful to view the resulting figures excluding the aforementioned non-cash charges because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and such amounts vary substantially from company to company depending on their financing and capital structures and the method by which their assets were acquired. We define Adjusted Gross Margin as Adjusted Gross Profit divided by revenue. 28
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We have provided below a reconciliation of U.S. GAAP gross profit to Adjusted Gross Profit and Adjusted Gross Margin for the fiscal years ended September 30, 2025 and 2024: 3 Months Ended September 30, Change Percent Change ($ in thousands) 2025 2024 2025 v. 2024 Gross profit, transaction (GAAP) $ 11,790 $ 10,301 $ 1,489 14.5 % Gross margin, transaction (GAAP) 24.5 % 23.6 % 0.9 % Gross profit, subscription (GAAP) 17,628 16,000 1,628 10.2 % Amortization 2,707 1,747 960 55.0 % Adjusted Gross Profit, subscription (non-GAAP) $ 20,335 $ 17,747 2,588 14.6 % Adjusted Gross Margin, subscription (non-GAAP) 91.3 % 87.9 % 3.4 % Gross profit, equipment (GAAP) $ 1,389 $ 803 586 73.0 % Gross margin, equipment (GAAP) 13.2 % 11.4 % 1.8 % Total Adjusted Gross Profit (non-GAAP) $ 33,514 $ 28,851 4,663 16.2 % Total Adjusted Gross Margin (non-GAAP) 41.5 % 40.7 % 0.8 % Amortization of internal-use software assets and developed technology assets. Total Adjusted Gross Margin (non-GAAP) was 41.5% for the three months ended September 30, 2025, from 40.7% for the three months ended September 30, 2024. The decrease in Adjusted Gross Margin was primarily due to equipment sales representing a larger percentage of the Company's sales than for the same quarter last year. Adjusted EBITDA (non-GAAP) The Company defines Adjusted EBITDA (non-GAAP) as U.S. GAAP net income before (i) interest income from cash and leases, (ii) interest (income) expense from debt and tax liabilities, (iii) income tax provision, (iv) depreciation, (v) amortization, (vi) stock-based compensation expense, and (vii) certain other significant infrequent or unusual losses and gains that are not indicative of our core operations such as Merger, acquisition, and integration expenses, one-time tax credits and costs as a result of auditor transitions. We believe Adjusted EBITDA is useful for investors in comparing our financial performance to other companies and from period to period. Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as depreciation and amortization, interest expense, and interest income, which can vary substantially from company to company depending on their financing and capital structures and the method by which their assets were acquired. In addition, Adjusted EBITDA eliminates the impact of certain items that may obscure trends in the underlying performance of our business. Additionally, we utilize Adjusted EBITDA as a metric in our executive officer and management incentive compensation plans. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. For example, although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new asset acquisitions. In addition, Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy. Adjusted EBITDA also does not reflect changes in, or cash requirements for, our working capital needs; interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces the cash available to us; or tax payments that may represent a reduction in cash available to us. The expenses and other items which are excluded from the calculation of Adjusted EBITDA may differ from the expenses and other items that other companies may exclude from Adjusted EBITDA when they report their financial results. (1) (1) 29
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Below is a reconciliation of U.S. GAAP net income to Adjusted EBITDA for the three months ended September 30, 2025 and 2024: 3 Months Ended September 30, ($ in thousands) 2025 2024 Net (loss) income $ (919) $ 3,572 Less: interest income (350) (447) Plus: interest expense 914 991 Plus: income tax provision 1,932 177 Plus: depreciation expense included in cost of sales for rentals 494 534 Plus: depreciation and amortization expense in operating expenses 3,795 2,672 EBITDA 5,866 7,499 Plus: stock-based compensation 1,009 887 Plus: Merger, acquisition and integration expenses 7,197 197 Plus: employee retention tax credit (2,319) — Plus: auditor transition costs — 369 Adjustments to EBITDA 5,887 1,453 Adjusted EBITDA $ 11,753 $ 8,952 We have excluded stock-based compensation, as it does not reflect our cash-based operations. We have excluded Merger, acquisition and business integration expenses as they do not represent recurring costs or charges related to our core operations. We have excluded a one-time tax credit received as it does not represent recurring benefits received by our core operations. Costs incurred as a result of former auditor consent procedures. See Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure of the Company's Annual Report. LIQUIDITY AND CAPITAL RESOURCES Sources and Uses of Cash Historically, we have financed our operations primarily through cash from operating activities, debt financings, and equity issuances. The Company's primary sources of capital available are cash and cash equivalents on hand of $55.0 million as of September 30, 2025 and the cash that we expect to be provided by operating activities by the Company. The Company also has estimated and recorded for potential sales tax and related interest and penalty liabilities of $7.1 million in the aggregate as of September 30, 2025. The Company continues to evaluate these liabilities and the amount and timing of any such payments. The Company believes that its current financial resources will be sufficient to fund its current twelve-month operating budget from the date of issuance of these condensed consolidated financial statements. Our primary focus as part of our core operations to increase cash flow from operating activities is to prioritize collection efforts to reduce outstanding accounts receivable, utilize existing inventory to support equipment sales over the next year, focusing on various operational efficiencies to improve overall profitability of the business and continued to grow our business both domestically and internationally. Net cash used in operating activities For the three months ended September 30, 2025, net cash provided by operating activities was $7.0 million which is the result of $0.8 million of cash utilized by working capital accounts and non-cash operating charges of $7.1 million, offset by our net loss of $0.9 million. The change in working capital was primarily driven by a decrease in cash utilized by accounts payable and accrued expenses of $6.4 million, offset by a $4.8 million decrease in cash from accounts receivable. Decreases in cash utilized by accounts payable and accrued expenses and as well as the reduction in collection of accounts receivable were the result of the timing of payments made to our customers for transaction processing as September 30, 2025. (a) (b) (c) (d) (a) (b) (c) (d) 30
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For the three months ended September 30, 2024, net cash used in operating activities was $12.0 million which is the result of $20.9 million of cash utilized by working capital accounts, offset by our net income of $3.6 million and non-cash operating charges of $5.3 million. The change in working capital was primarily driven by an increase in cash utilized by accounts payable and accrued expenses of $28.9 million, offset by a $11.0 million decrease in accounts receivable primarily due to cash collections. Increases in cash utilized by accounts payable and accrued expenses and as well as the collection of accounts receivable were the result of the timing of payments made to our customers for transaction processing as September 30, 2024. Non-cash operating charges primarily consisted of stock-based compensation, depreciation of property and equipment, amortization of our intangible assets, deferred taxes, and provisions for expected losses for the three months ended September 30, 2025 and 2024. Net cash used in investing activities Net cash used in investing activities was $3.4 million for the three months ended September 30, 2025. We invested $3.4 million in property and equipment as the Company continues to develop innovative technologies and products, and capitalize rental devices enrolled in the Company's Cantaloupe One program. Net cash used in investing activities was $13.6 million for the three months ended September 30, 2024. We invested $3.8 million in property and equipment as the Company continued to focus on investing in innovative technologies and products, and increasing rental devices enrolled in the Company's Cantaloupe One program. Additionally, the Company invested $9.8 million through its SB Software acquisition. Net cash provided by financing activities Net cash provided by financing activities was $0.3 million for the three months ended September 30, 2025, primarily due to the proceeds from the exercise of stock options granted to employees, offset by debt repayments on the 2025 Credit Facility. Net cash used in financing activities was $0.5 million for the three months ended September 30, 2024, which is primarily driven by debt repayments on the 2022 Amended JPMorgan Credit Facility. CONTRACTUAL OBLIGATIONS During the three months ended September 30, 2025, there were no significant changes to our contractual obligations from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the fiscal year ended June 30, 2025. CRITICAL ACCOUNTING ESTIMATES There have been no material changes to our critical accounting estimates from those disclosed in our Annual Report on for the fiscal year ended June 30, 2025. Recent Accounting Pronouncements See Note 2 - Summary of Significant Accounting Policies to the condensed consolidated financial statements for a description of recent accounting pronouncements. Item 3. Quantitative and Qualitative Disclosures about Market Risk As of September 30, 2025, we are exposed to market risk related to changes in interest rates on our outstanding borrowings. Our 2025 Credit Facility matures on January 31, 2030. Interest on the 2025 Credit Facility will be 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 1.75% and 2.50% for base rate loans and between 2.75% and 3.50% for SOFR loans. As of September 30, 2025, we have $38.5 million total outstanding borrowings, an increase of 100 basis points in SOFR Rate would result in a change in interest expense of $0.4 million per year. We are also exposed to market risk related to changes in interest rates on our cash investments and foreign currency exchange rate risks on our cash investments, inventory, accounts payable and accounts receivable. We invest our excess cash in money market funds that we believe are highly liquid and marketable in the short term. These investments earn a floating rate of interest and are not held for trading or other speculative purposes. Consequently, our exposure to market risks for interest rate 31
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changes related to our money market funds is not material. We have no freestanding derivative instruments as of September 30, 2025. Item 4. Controls and Procedures (a) Disclosure Controls and Procedures We maintain disclosure controls and procedures to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness as of the end of the period covered by this Form 10-Q of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our management, including our chief executive officer and chief financial officer, has concluded that our disclosure controls and procedures were effective as of September 30, 2025. (b) Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 32
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Part II - Other Information Item 1. Legal Proceedings The information required by this Item is incorporated herein by reference to the Notes to condensed consolidated financial statements, Note 14 – Commitments and Contingencies in Part I, Item 1, of this Quarterly Report. Item 1A. Risk Factors For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on for the fiscal year ended June 30, 2025. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds N/A Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures N/A Item 5. Other Information Rule 10b5-1 Trading Plans During the fiscal quarter ended September 30, 2025, none of the Company's director or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” 33
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Item 6. Exhibits ExhibitNumber Description 3.1 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10-Q filed on February 4, 2022). 3.2 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K filed on August 10, 2021) 31.1* Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 31.2* Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 32.1** Certification of the Chief Executive Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002. 32.2** Certification of the Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002. 101 The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025,filed with the SEC on November 6, 2025, is formatted in Inline Extensible Business Reporting Language (“iXBRL”): (1)the Condensed Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025, (2) the Condensed ConsolidatedStatements of Operations for the three-month periods ended September 30, 2025 and 2024, (3) the CondensedConsolidated Statements of Other Comprehensive Income for the three-month periods ended September 30, 2025 and2024, (4) the Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity for the three-month periods ended September 30, 2025 and 2024, (5) the Condensed Consolidated Statements of Cash Flows for thethree-month periods ended September 30, 2025 and 2024, and (6) the Notes to Condensed Consolidated FinancialStatements. 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags areembedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104 The cover page from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC onNovember 6, 2025, is formatted as iXBRL and contained in Exhibit 101. ______________________________________ * Filed herewith. ** Furnished herewith. 34
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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 thereunto duly authorized. Cantaloupe, Inc. Date: November 6, 2025 /s/ Ravi Venkatesan Ravi Venkatesan Chief Executive Officer Date: November 6, 2025 /s/ Scott Stewart Scott Stewart Chief Financial Officer 35
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Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ravi Venkatesan, certify that: 1. I have reviewed this quarterly report on Form 10 ‑ Q of Cantaloupe, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a ‑ 15(e) and 15d ‑ 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a ‑ 15(f) and 15d ‑ 15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and 5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. Date: November 6, 2025 /s/ Ravi Venkatesan Ravi Venkatesan Chief Executive Officer
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Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Scott Stewart, certify that: 1. I have reviewed this quarterly report on Form 10 ‑ Q of Cantaloupe, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a ‑ 15(e) and 15d ‑ 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a ‑ 15(f) and 15d ‑ 15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and 5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. Date: November 6, 2025 /s/ Scott Stewart Scott Stewart Chief Financial Officer
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Exhibit 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the accompanying Quarterly Report of Cantaloupe, Inc., (the “Company”) on Form 10 ‑ Q for the period ended September 30, 2025 (the “Report”), I, Ravi Venkatesan, Chief Executive Officer of the Company, hereby certify that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 6, 2025 /s/ Ravi Venkatesan Ravi Venkatesan Chief Executive Officer
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Exhibit 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the accompanying Quarterly Report of Cantaloupe, Inc., (the “Company”) on Form 10 ‑ Q for the period ended September 30, 2025 (the “Report”), I, Scott Stewart, Chief Financial Officer of the Company, hereby certify that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 6, 2025 /s/ Scott Stewart Scott Stewart Chief Financial Officer