ctlp-20251231

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 December 31, 2025


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

Cantaloupe, Inc.

TABLE OF CONTENTS


Part I - Financial Information

Item
	1.	Condensed Consolidated Financial Statements
		Condensed Consolidated Balance Sheets - December 31, 2025 (unaudited) and June 30, 2025	3
		Condensed Consolidated Statements of Operations - Three and Six Months ended December 31, 202 5 and 202 4 (unaudited)	4
		Condensed Consolidated Statements of Comprehensive (Loss) Income - Three and Six Months ended December 31, 2025 and 2024 (unaudited)	5
		Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity - Three and Six Months ended December 31, 202 5 and 202 4 (unaudited)	6
		Condensed Consolidated Statements of Cash Flows - Six Months ended December 31, 202 5 and 202 4 (unaudited)	8
		Notes to Condensed Consolidated Financial Statements (unaudited)	9
	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	3.	Quantitative and Qualitative Disclosures About Market Risk	38
	4.	Controls and Procedures	38

Part II - Other Information
Item
	1.	Legal Proceedings	39
	1A.	Risk Factors	39
	2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
	3.	Defaults Upon Senior Securities	39
	4.	Mine Safety Disclosures	39
	5.	Other Information	39
	6.	Exhibits	40

		Signatures	41

Part I. Financial Information

Item 1. Condensed Consolidated Financial Statements

Cantaloupe, Inc.

Condensed Consolidated Balance Sheets


	December 31, 2025 (Unaudited)		June 30, 2025
($ in thousands, except share data)

Assets
Current assets:
Cash and cash equivalents	$	52,980	$	51,146
Accounts receivable, net	36,813		37,927
Finance receivables, net	5,770		5,422
Inventory	50,717		45,703
Prepaid expenses and other current assets	13,642		12,727
Total current assets	159,922		152,925

Non-current assets:
Finance receivables, net	3,559		5,750
Property and equipment, net	40,233		39,125
Operating lease right-of-use assets	7,111		7,735
Intangibles, net	20,405		23,331
Goodwill	103,071		103,222
Deferred income taxes, net	40,529		43,253
Other assets	7,113		6,517
Total non-current assets	222,021		228,933

Total assets	$	381,943	$	381,858

Liabilities, convertible preferred stock, and shareholders’ equity
Current liabilities:
Accounts payable	$	52,331	$	58,741
Accrued expenses	25,346		19,748
Current obligations under long-term debt	1,919		1,917
Deferred revenue	3,645		1,990
Total current liabilities	83,241		82,396

Long-term liabilities:
Long-term debt, less current portion	35,786		36,746
Other noncurrent liabilities	7,740		8,965
Total long-term liabilities	43,526		45,711

Total liabilities	126,767		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 December 31, 2025 and June 30, 2025, respectively	2,720		2,720
Shareholders’ equity:
Common Stock, no par value, 640,000,000 shares authorized, 73,716,860 and 73,289,054 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively	—		—
Additional paid-in capital	488,924		486,759
Accumulated deficit	(236,915)		(235,926)
Accumulated other comprehensive income	447

SEC Form 10-Q filed by Cantaloupe Inc.