Cantaloupe Sees 13% Revenue Jump, Merger with 365 Retail Markets on Track

Ticker: CTLPP · Form: DEF 14A · Filed: Oct 10, 2025 · CIK: 896429

Cantaloupe, Inc. DEF 14A Filing Summary
FieldDetail
CompanyCantaloupe, Inc. (CTLPP)
Form TypeDEF 14A
Filed DateOct 10, 2025
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$303 m, $263.1 million, $39.4 million, $3.4B, $4 billion
Sentimentbullish

Sentiment: bullish

Topics: Self-Service Commerce, Fintech, M&A, Revenue Growth, Proxy Statement, Shareholder Meeting, Payments Industry

Related Tickers: CTLPP, TALK

TL;DR

**CTLPP is crushing it with double-digit revenue growth and a major merger on the horizon, making it a strong buy for long-term gains.**

AI Summary

Cantaloupe, Inc. (CTLPP) reported strong financial performance in fiscal year 2025, achieving total revenue of $303 million, a 13% increase year-over-year. This growth was primarily driven by a 15% increase in transaction fees and an 11% increase in subscription fees. The company expanded its customer base by 11% to 34,896 active customers and grew active devices by 5% to 1.28 million. A significant strategic development was the merger agreement with 365 Retail Markets, LLC in June 2025, approved by shareholders in September 2025, and expected to close in the first half of calendar year 2026, pending regulatory clearances under the HSR Act. Operationally, Cantaloupe strengthened its business through the acquisition of SB Software for U.K. and European expansion, launched new products like Smart Store and the Go Micro kiosk, and expanded into entertainment venues with partners such as the San Jose Earthquakes and Carnival Cruise Line. The company also launched Cantaloupe Capital with Fundbox to provide small businesses with access to capital and enhanced financial flexibility by expanding credit facilities.

Why It Matters

This filing highlights Cantaloupe's robust growth in the self-service commerce sector, demonstrating its ability to expand its customer base and transaction volumes in a competitive market. The pending merger with 365 Retail Markets, LLC is a transformative event, positioning the combined entity for greater market share and operational synergies, which could significantly impact long-term investor value. For employees and customers, the integration of SB Software and new product launches like Smart Store signal continued innovation and expanded service offerings. This strategic M&A activity and organic growth underscore Cantaloupe's ambition to be a global technology leader, potentially challenging competitors through scale and enhanced capabilities.

Risk Assessment

Risk Level: medium — The primary risk highlighted is the pending merger with 365 Retail Markets, LLC, which is subject to regulatory clearances, specifically under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. While shareholders approved the merger in September 2025, the 'satisfaction or waiver of the other closing conditions' and HSR clearance introduce uncertainty, potentially delaying or even preventing the expected close in the first half of calendar year 2026.

Analyst Insight

Investors should monitor the progress of the 365 Retail Markets merger, particularly regulatory clearances, as its successful completion is a key catalyst. Given the strong fiscal year 2025 performance with 13% revenue growth and strategic expansions, consider holding or initiating a position, but be aware of potential short-term volatility related to merger news.

Financial Highlights

revenue
$303M
revenue Growth
+13%

Revenue Breakdown

SegmentRevenueGrowth
Subscription+11%
Transaction+15%
Equipment

Executive Compensation

NameTitleTotal Compensation
Ravi VenkatesanCEO

Key Numbers

  • $303M — Total Revenue (13% increase year-over-year in fiscal year 2025)
  • 13% — Revenue Growth (Year-over-year increase in fiscal year 2025)
  • 15% — Transaction Fees Increase (Key driver of revenue growth in fiscal year 2025)
  • 11% — Subscription Fees Increase (Key driver of revenue growth in fiscal year 2025)
  • 34,896 — Active Customers (11% increase year-over-year)
  • 1.28M — Active Devices (5% increase year-over-year)
  • 87% — Recurring Revenue (Comprised of subscription and transaction revenue in fiscal year 2025)
  • $3.4B — Dollar Volume of Transactions (13% growth year-over-year)
  • 1.2B — Number of Transactions (Total transactions processed in fiscal year 2025)
  • 9 — Number of Directors (Fixed number of directors on the Board)

Key Players & Entities

  • Cantaloupe, Inc. (company) — Registrant and self-service commerce technology leader
  • 365 Retail Markets, LLC (company) — Merger partner with Cantaloupe
  • Ravi Venkatesan (person) — Chief Executive Officer of Cantaloupe, Inc.
  • Douglas G. Bergeron (person) — Independent, Non-Executive Chair of Cantaloupe, Inc.
  • SB Software (company) — Acquired company to enhance U.K. and Europe presence
  • Deloitte & Touche LLP (company) — Independent registered public accountants for Cantaloupe, Inc.
  • Hart-Scott-Rodino Antitrust Improvements Act of 1976 (regulator) — Regulatory act requiring clearance for the merger
  • Fundbox (company) — Collaborated with Cantaloupe to launch Cantaloupe Capital
  • San Jose Earthquakes (company) — Client for POS technology solution
  • Carnival Cruise Line (company) — Partner for entertainment venue expansion

FAQ

What were Cantaloupe's key financial achievements in fiscal year 2025?

Cantaloupe, Inc. achieved total revenue of $303 million in fiscal year 2025, marking a 13% increase year-over-year. This growth was primarily fueled by a 15% rise in transaction fees and an 11% increase in subscription fees, demonstrating strong performance in its core business segments.

What is the status of Cantaloupe's merger with 365 Retail Markets?

Cantaloupe entered into a merger agreement with 365 Retail Markets, LLC in June 2025, which was approved by shareholders in September 2025. The merger is currently expected to close in the first half of calendar year 2026, pending regulatory clearances, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Who are the key executives leading Cantaloupe, Inc.?

Cantaloupe, Inc. is led by Ravi Venkatesan, who serves as the Chief Executive Officer. Douglas G. Bergeron holds the position of Independent, Non-Executive Chair of the Board, providing strategic oversight.

What operational highlights did Cantaloupe achieve in fiscal year 2025?

Operationally, Cantaloupe acquired SB Software to expand in the U.K. and Europe, launched new products like Smart Store and the Go Micro kiosk, and expanded its presence in entertainment venues with partners such as the San Jose Earthquakes and Carnival Cruise Line. The company also launched Cantaloupe Capital with Fundbox.

How has Cantaloupe expanded its customer base and active devices?

Cantaloupe expanded its active customer base by 11% to 34,896 customers in fiscal year 2025. Concurrently, the number of active devices grew by 5% to 1.28 million, reflecting increased adoption and usage of its self-service commerce platform.

What are the risks associated with Cantaloupe's pending merger?

The primary risk for Cantaloupe's merger with 365 Retail Markets is the need for regulatory clearances, specifically under the HSR Act. While shareholder approval has been secured, the 'satisfaction or waiver of the other closing conditions' could still delay or prevent the transaction from closing as expected in the first half of calendar year 2026.

What is Cantaloupe's vision for the future?

Cantaloupe's vision is to be the global technology leader powering self-service commerce. The company remains focused on maintaining operational excellence and innovation while working towards completing the merger, ensuring a smooth transition for all stakeholders.

What is the purpose of the 2026 Annual Meeting of Shareholders for Cantaloupe?

The 2026 Annual Meeting of Shareholders for Cantaloupe, Inc., scheduled for November 19, 2025, is primarily to vote on the election of nine directors, an advisory vote to approve executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accountants for fiscal year 2026. The merger is not a voting item.

What are Cantaloupe's compensation practices for executive officers?

Cantaloupe's executive compensation program emphasizes pay-for-performance, tying a significant portion of compensation to performance goals and equity-based awards. It includes stock ownership guidelines, a Nasdaq-compliant clawback policy, and prohibits excise tax gross-up provisions, aligning executive incentives with shareholder interests.

How does Cantaloupe define its recurring revenue?

Cantaloupe defines recurring revenue as the combination of its subscription and transaction revenue. In fiscal year 2025, this segment accounted for 87% of the company's total revenue, highlighting the stability and predictability of its business model.

Risk Factors

  • Merger with 365 Retail Markets [high — legal]: The proposed merger with 365 Retail Markets, LLC, approved by shareholders in September 2025, is pending regulatory clearances under the HSR Act. Delays or failure to obtain these clearances could impact the transaction's completion and future strategic direction.
  • Integration of SB Software [medium — operational]: The acquisition of SB Software for U.K. and European expansion introduces integration risks. Successful integration is crucial for realizing the intended geographic expansion and operational synergies.
  • Competition in Vending and unattended retail [medium — market]: The company operates in a competitive market for vending and unattended retail solutions. Continued innovation and market penetration are necessary to maintain and grow market share against competitors.
  • HSR Act Compliance [high — regulatory]: The merger with 365 Retail Markets is subject to review under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). Failure to secure necessary regulatory approvals could prevent the merger from closing.

Industry Context

Cantaloupe operates in the rapidly evolving unattended retail and vending technology sector. The industry is characterized by increasing demand for digital payment solutions, data analytics, and integrated software platforms like Cantaloupe's SEED suite. Key trends include expansion into new verticals such as micro-markets, convenience stores, and mobility (e.g., cruise lines), alongside a growing focus on providing ancillary financial services to operators.

Regulatory Implications

The pending merger with 365 Retail Markets is subject to antitrust review under the HSR Act, posing a significant regulatory hurdle. Compliance with data privacy regulations and payment processing standards remains critical for Cantaloupe's ongoing operations and expansion into new markets.

What Investors Should Do

  1. Review executive compensation details and vote on Proposal 2.
  2. Monitor the progress and outcome of the 365 Retail Markets merger, particularly HSR Act clearance.
  3. Evaluate the strategic rationale and integration plan for the SB Software acquisition.
  4. Assess the company's continued growth in transaction and subscription fees.

Key Dates

  • 2025-06-01: Merger Agreement with 365 Retail Markets, LLC — Marks a significant strategic move to combine operations, pending regulatory approvals and closing.
  • 2025-09-01: Shareholder Approval of Merger Agreement — Indicates shareholder support for the proposed merger with 365 Retail Markets, a key step towards closing.
  • 2025-10-10: Mailing of Proxy Materials — Commencement of the formal process for shareholders to review information and vote on proposals for the annual meeting.
  • 2025-11-19: 2026 Annual Meeting of Shareholders — Shareholders will vote on director elections, executive compensation, and ratification of independent auditors.
  • 2026-01-01: Expected Closing of Merger with 365 Retail Markets (first half of calendar year 2026) — Anticipated completion of the merger, subject to regulatory clearances, which will significantly alter the company's structure and operations.

Glossary

DEF 14A
A proxy statement filed by a public company with the SEC detailing information about the annual meeting of shareholders, including matters to be voted on, director nominees, executive compensation, and other corporate governance issues. (This document provides the basis for the analysis of Cantaloupe, Inc.'s governance and executive compensation.)
SEED software solution suite
Cantaloupe's proprietary software platform for managing vending and unattended retail operations. (A key component of Cantaloupe's subscription revenue and service offering.)
HSR Act
The Hart-Scott-Rodino Antitrust Improvements Act of 1976, which requires companies to notify the Federal Trade Commission (FTC) and the Assistant Attorney General (AAG) of the Department of Justice (DOJ) before certain mergers and acquisitions. (Crucial for the pending merger with 365 Retail Markets, as it requires regulatory review and approval.)
Named Executive Officers (NEOs)
The top executive officers of a company, typically including the CEO, CFO, and other highest-paid individuals, whose compensation is disclosed in detail in proxy statements. (Their compensation is subject to shareholder advisory vote (Proposal 2) and is detailed in the Summary Compensation Table.)
Adjusted EBITDA
Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for certain non-recurring or non-cash items. It's a non-GAAP measure used to assess operational performance. (Used as a performance metric, with a reconciliation provided in Appendix A, indicating its importance in evaluating profitability.)

Year-Over-Year Comparison

Cantaloupe reported a strong 13% year-over-year revenue growth in fiscal year 2025, reaching $303 million, driven by robust increases in transaction (15%) and subscription (11%) fees. The company also expanded its customer base by 11% and active devices by 5%. While specific margin changes and net income figures are not detailed in this excerpt, the focus on strategic growth initiatives like the 365 Retail Markets merger and international expansion through SB Software suggests a proactive approach to market positioning. No new significant risks were highlighted beyond the ongoing integration and regulatory aspects of the merger.

Filing Stats: 4,402 words · 18 min read · ~15 pages · Grade level 13 · Accepted 2025-10-10 16:15:57

Key Financial Figures

  • $303 m — execution. We achieved total revenue of $303 million, a 13% increase year-over-year, l
  • $263.1 million — ment purchases: one time purchase fee $263.1 million $39.4 million ( 87% of Fiscal Year 2
  • $39.4 million — one time purchase fee $263.1 million $39.4 million ( 87% of Fiscal Year 2025 revenue) (
  • $3.4B — 1.2B Dollar Volume of Transactions $3.4B Active Devices (2) 1.28M Recurring
  • $4 billion — pany with an enterprise value exceeding $4 billion by 2013, when he left the company. Mr.

Filing Documents

Executive Compensation Tables and Related Disclosures

Executive Compensation Tables and Related Disclosures 62 Summary Compensation Table 62 Grants of Plan-Based Awards 63 Outstanding Equity Awards at Fiscal Year-End 64 Option Exercises and Stock Vested 65 Potential Payments Upon Termination or Change of Control 65 CEO Pay Ratio Disclosure 67 Pay Versus Performance 68 Policies and Practices for Granting Certain Equity Awards 72 Proposal 3 – Ratification of Appointment of Independent Registered Public Accountants 73 Engagement of Deloitte 73 Audit Matters 74 Principal Accountant Fees and Services 74 Audit and Risk Committee Pre-Approval Policy 75 Report of The Audit and Risk Committee 75 Stock Ownership Information 76

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 76 Delinquent Section 16(a) Reports 78 Questions and Answers About the Proxy Materials and Annual Meeting 79 Other Information About the Annual Meeting 84 Expenses of Solicitation 84 Householding 84 2027 Shareholder Proposals and Director Nominations 85 Other Matters 86 Special Note Regarding Forward-Looking Statements 87 Appendix A - GAAP to Non-GAAP Reconciliation of Adjusted EBITDA 89 2 2026 Proxy Statement Notice of 2026 Annual Meeting of Shareholders to be Held Wednesday, November 19, 2025 Date and Time 11:00 a.m., ET, on Wednesday, November 19, 2025 Virtual Annual Meeting Site www.virtualshareholdermeeting.com/CTLP2026 . There will be no physical meeting. Who Can Vote Holders of our Common Stock and Preferred Stock as of September 25, 2025 (the "Record Date") Matters to be Voted On Proposals Board Vote Recommendation For Further Details 1 Election of nine directors nominated by the Company's Board of Directors to serve until the next Annual Meeting of Shareholders. "FOR" each director nominee Page 15 2 Approval, on an advisory basis, of the compensation of the Company's named executive officers. "FOR" Page 47 3 Ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accountants for the fiscal year ending June 30, 2026. "FOR" Page 77 Any other business as may properly come before the meeting or any adjournment of the meeting. Participating in the Meeting You may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CTLP2026 . To participate in the Annual Meeting, you must have your sixteen-digit control number located on your notice, on your proxy card or on the instructions that accompanied your proxy materials. Date of Mailing We will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and Annual Repor

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