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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 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 | Malvern, | Pennsylvania |  | 19355
(Address of principal executive offices) |  | (Zip Code)

(Registrant’s telephone number, including area code) (610) 989‑0340
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

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files) Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 (Do not check if a smaller reporting company) | ☐ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter, which ended December 31, 2024, was $562.9 million.
As of September 2, 2025, there were 73,368,777 outstanding shares of common stock, no par value.

CANTALOUPE, INC.
TABLE OF CONTENTS

|  |  | PAGE
PART I |  |  |
Item | 1. | Business. | 5
| 1A. | Risk Factors. | 15
| 1B. | Unresolved Staff Comments. | 26
| 1C. | Cybersecurity. | 26
| 2. | Properties. | 27
| 3. | Legal Proceedings. | 27
| 4. | Mine Safety Disclosures. | 27
PART II |  |  |
Item | 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 28
| 6. | [Reserved]. | 29
| 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 30
| 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 41
| 8. | Financial Statements and Supplementary Data. | 42
| 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | 87
| 9A. | Controls and Procedures. | 87
| 9B. | Other Information. | 88
| 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 88
PART III |  |  |
Item | 10. | Directors, Executive Officers and Corporate Governance. | 89
| 11. | Executive Compensation. | 95
| 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 111
| 13. | Certain Relationships and Related Transactions, and Director Independence. | 112
| 14. | Principal Accounting Fees and Services. | 113
PART IV |  |  |
Item | 15. | Exhibits, Financial Statement Schedules. | 115
| 16. | Form 10-K Summary. | 117

2

PART I
In this Annual Report on Form 10-K, or Annual Report, and unless otherwise indicated, the terms "Cantaloupe", the "Company", "CTLP", "we", "us", "our", "our company" and "our business" refer to Cantaloupe, Inc., formerly known as USA Technologies, Inc.
The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. Due to rounding, figures in tables may not sum exactly.
FORWARD-LOOKING STATEMENTS
This Annual Report 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. 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, LLC (“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 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;
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• our ability to add new customers and retain key existing customers from whom a significant portion of our revenue is derived;
• the ability of a key customer to reduce or delay purchasing products from us;
• our ability to obtain widespread commercial acceptance of our products and service offerings;
•whether any patents issued to us will provide any competitive advantages or adequate protection for our products, or would be challenged, invalidated or circumvented by others;
• the ability of our products and services to avoid disruptions to our systems or unauthorized hacking or credit card fraud;
•risks associated with cyber-attacks and data breaches; and
•our ability to maintain effective internal controls and to timely file periodic and current reports with the Securities and Exchange Commission ("SEC").
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Actual results or business conditions may differ materially from those projected or suggested in forward-looking statements as a result of various factors including, but not limited to, those described above and in Part I, Item 1A, “Risk Factors” of this Annual Report. 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 Annual Report speaks only as of the date of this Annual 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 Annual Report or to reflect the occurrence of unanticipated events.
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Item 1. Business.
OVERVIEW
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 34,896 customers in the United States, United Kingdom, European Union countries, Australia, and Mexico.
Our revenue streams consist of subscription, transaction processing and equipment sales. We derive the majority of our revenues from subscription and transaction fees resulting from transactions on, as well as connectivity and telemetry services provided by, our cashless devices, Seed™ software, Cantaloupe Go software, Cheq software (acquired in February 2024), SB Software (acquired in September 2024), and our API services used via our Seed API (formerly known as Quick Connect) product. These services include digital payment processing, loyalty programs, inventory management, route logistics optimization, warehouse and accounting management, intelligent merchandising, digital advertising, mobile ordering, and more. Devices and POS terminals operating on the Company’s platform and using our services include those resulting from the sale, finance or a monthly bundled subscription (Cantaloupe ONE program) of our POS electronic payment devices and
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checkout kiosks, telemetry devices, certified payment software or the servicing of similar third-party installed POS terminals and telemetry devices. The majority of customers pay a monthly service fee plus a blended percentage rate on transaction volumes. Transaction fees on volumes processed through our payment devices and POS systems are the most significant driver of our revenues.
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, Catalyst Holdco I, Inc. (“Holdco”), Catalyst Holdco II, Inc. (“Holdco II”) and Catalyst MergerSub Inc. (“Merger Sub”). Subject to the terms and conditions of the Merger Agreement, 365 Retail Markets has agreed to acquire the Company in an all-cash transaction for $11.20 per share of common stock, without interest (the “Merger Consideration”). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned, indirect subsidiary of 365 Retail Markets. Upon the consummation of the Merger, Cantaloupe will cease to be a publicly traded company.
We have agreed to various customary covenants and agreements in the Merger Agreement, 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.
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. Assuming timely satisfaction of the remaining necessary closing conditions, including the receipt of required regulatory approvals, we expect that the Merger will be completed in the second half of calendar year 2025. Upon consummation of the Merger, 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”).
Additional information about the Merger is set forth in our Current Report on Form 8-K filed with the SEC on September 4, 2025, and our definitive Proxy Statement on Schedule 14A filed with the SEC on July 24, 2025 (the "Definitive Proxy Statement").
THE INDUSTRY
We offer a variety of solutions for self-service commerce, which enable the acceptance of digital payments and allow our customers to simplify inventory, analytics, warehouse, logistics, and back-office management. We believe the following industry trends are driving growth in demand for digital payment systems and advanced logistics management both in general and within the specific markets we serve:
•Increased adoption of cashier-less models via vending machines, self-service kiosks, automated stores, and mobile ordering to meet demand for and more use of fast, simple and seamless digital purchase and payment experiences;
•Rising consumer demand for transaction convenience, safety, and security, as evidenced by the growth in digital payment adoption, especially contactless payments; and
•Ongoing labor challenges and inflation drive increased utility of actionable operational business intelligence from new technologies like machine learning and artificial intelligence ("AI") to drive operational efficiencies and operational transparency through modern, cloud-based logistics and inventory management solutions.
Cashier-less stores that minimize or remove human intervention have shifted consumer expectations on retail shopping experiences. Retailers are also finding that self-service helps them respond to the ongoing labor challenges and inflation costs they are facing while also appealing to changing consumer habits who are eager to use self-checkout solutions.
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OUR SOLUTION
We aim to transform self-service commerce by offering one integrated solution for payments processing, logistics, and back-office management. Our 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. As a result, customers can run their businesses more proactively, predictably, and competitively. We offer customers several different ways to connect and manage their distributed assets. These range from our cashless hardware, both attended and self-checkout kiosks, our Seed platform, our Cantaloupe Go platform, our Cheq platform, SB Software, and API services via Seed API. Our platform is designed to transmit payment information from our customers’ POS terminal or locations for payment processing, process sales and performance data to optimize assets, and generate reports which provide greater control and visibility to our customers. Through our platform, we enable customers to easily manage assets, make changes, and push updates all remotely, ensuring they run as efficiently as possible.
PRODUCTS AND SERVICES
Our hardware includes Cantaloupe card readers, our integrated payment device, Cantaloupe Go POS kiosks, our wide range of POS terminals, as well as the Cheq POS attended and self-service kiosks, our solution for the stadium, entertainment venue and festival verticals. With a variety of self-service hardware solutions, our deployment currently supports applications such as vending, micro-markets, amusement, arcade, commercial laundry, air/vacuum, car wash, and others.
Our cashless devices, which come in a variety of styles, facilitate digital payments by capturing payment information and transmitting it to our platform for authorization and processing through the payment networks (e.g., credit card processors). Additionally, our devices send sales data into the Seed platform, along with third-party platforms, for advanced reporting, including remote asset management. Our cashless devices have earned a reputation for quality, reliability, and innovation.
Our Cantaloupe Go product line provides a variety of self-checkout kiosks, which range from tablet-based POS terminals, to feature-rich 46” kiosk screens that are equipped with ADA height compliant and audio assist features for the visually impaired. In addition to processing and transmitting transaction data into the cloud, our kiosks seamlessly integrate into the Cantaloupe Go platform for ease of kiosk management, loyalty and reward features, promotions, advertising, and more. Cantaloupe Go also enables complete management of an operator’s business by integrating into the Seed platform for one central place to manage inventory, warehouse processes, driver accountability and operating results.
Our Cheq product line supports both an attended and unattended self-service kiosk mode for concessionaire and event-goers to easily checkout while enjoying a game, concert or festival. Within the Cheq hardware line, we also offer clients handheld devices for taking payments on the go, along with mobile ordering activation areas for making it easier to order from the seat for pick-up or in-seat delivery. Like our kiosks, our Cheq POS terminals process payments and transmit transaction data into the Cheq platform via the cloud, while also seamlessly integrating into a variety of venue applications. Our Cheq POS terminals also offer a robust back-end reporting platform for ease of venue management.
Our SB Software platform includes industry-leading Vendmanager and Coffeemanager software solutions that are designed and built for the U.K. and E.M.E.A. vending operator. This platform not only provides efficient business management tools, inventory tracking, routing and logistics, but provides data analytics and reporting to help customers better run their vending, coffee and micro market business.
Our hardware is available for customers through purchase, finance, or subscription with our new Cantaloupe ONE Platform.
•Our G11 Cashless Kit and G11 Pulse Kit are 4G LTE digital payment devices that enable faster processing and enhanced functionality for payment and consumer engagement applications. They support functionality that requires higher speeds and large data loads, operate on the AT&T and Verizon networks, and have built-in near field communication "NFC" (contactless) support for mobile payments, traditional credit and debit cards, in addition to EMV- contactless. The G11 Pulse Kit also includes functionality which simulates a coin drop using a pulse adapter interface. These devices are currently available in the United States and Canada.
•Our G11 Chip Kit is a digital reader that accepts contact EMV (chip cards) and contactless EMV (tap) payment methods, along with other standard forms of digital payments that include credit/debit card, and mobile wallet. The reader functions with the existing G11 telemeter and reports into the Seed platform similar to a G11 Cashless Kit (see below for a description of the Seed platform). This device is currently available in the United States and Canada.
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•Our Engage Series, which includes the Engage, Engage Combo, and the Engage Pulse designed specifically for the amusement and entertainment market, are our next generation of digital touchscreen devices designed to provide retailers the ability to captivate consumers in new ways and enables truly frictionless purchasing. The Engage Series offers networking, security and interactivity, including acceptance of contact EMV (chip cards) and contactless EMV (tap) payment methods. The devices can be fitted in a range of hardware configurations, including vending, kiosks, amusement parks, and more.
•Our P Series, which include the P66, P100, P100Pro and P30, are our card touchscreen card readers that support the U.K./E.M.E.A. and MX/LAC markets. Based on various in-country features, these devices are equipped with digital touch screens and can easily accept all major forms of payments in the countries in which they serve today. The P30 is also used as the primary payment terminal in the United States for our Cooler Cafe solution. All devices offer 4G LTE connectivity and ability to accept contactless EMV payments.
Cantaloupe Go offers a modern line of self-checkout kiosks, Smart Store concepts and the Cantaloupe Go management platform.
•The Go Mini is a cost-effective cash or cashless kiosk great for smaller locations or areas where customers want a quick self-checkout cashless experience. This kiosk includes a 10.5” touchscreen, built in LTE and Wi-Fi, bill acceptor and cash system add-on, credit card reader, multiple mounting options, and a barcode scanner.
•The Go MiniX is a compact, cashless kiosk ideal for locations where quick cashless only self-checkout is key, and is more public friendly with additional accessibility features. This kiosk includes a 15” touchscreen, vertical or horizontal orientation, built-in-camera, barcode scanner, biometric scanner (optional), credit card reader, and accessibility features for the visually impaired.
•The Go Plus100 is a cash and cashless kiosk for tabletop cabinetry in mid-size or larger locations where customers may want to offer cash acceptance that can be loaded onto a stored value card. This kiosk includes a 19” touchscreen, built-in camera, barcode scanner, biometric scanner, bill acceptor (optional), credit card reader, and accessibility features for the visually impaired.
•The Go Plus200 is designed for customers with space constraints. Customers can opt for our standalone kiosk in mid-size or larger locations where the ability to offer cash acceptance loaded onto a stored value card is available. This kiosk includes a 19” touchscreen, built-in camera, barcode scanner, biometric scanner, credit card reader, bill acceptor (optional), customization options for colors and decals, and accessibility features for the visually impaired.
•The Go Plus300 is a robust kiosk designed for government or military locations, offering cash-in and cash-out options to allow for flexible payment options for single-use visitors. This kiosk includes a 19” touchscreen, built-in camera, barcode scanner, biometric scanner, credit card reader, bill acceptor (optional), cash in/out available, customization options for colors and decals, and accessibility features for the visually impaired.
•The Go Max is a digital touchscreen kiosk that supports cash and cashless acceptance for locations looking for an attractive kiosk screen that allows for complete payment flexibility and advanced accessibility features for consumers. This kiosk includes a 43” touchscreen, built-in camera, barcode scanner, biometric scanner, bill acceptor (optional), cash in/out available, customization options for colors and decals, and accessibility features for the visually impaired as well as ADA height compliant features.
•The Cooler Café is designed to deliver the micro market experience with a smaller footprint. Equipped with Cantaloupe’s Smart Lock technology and a cashless POS device, the Cooler Café remains locked until a payment is made. As a result, customers can save on upfront investment costs while maximizing revenue with higher margin food and beverage options. This solution integrates directly into Seed to enhance operator management.
•The Smart Store Go Micro kiosk, which is Cantaloupe's newest self-service micro market kiosk, designed with affordability, versatility and seamless management in mind. Its compact footprint, integrated barcode scanner and five-inch touchscreen provide a seamless checkout experience for consumers and enables operators to manage all their markets regardless of size.
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•The Cantaloupe Smart Aisle is a frictionless retail experience that operates without an attendant, relying instead on 3D cameras, and weighted-shelf technology to analyze motion and keep track of transactions. Customers provide a payment method to enter, and while inside they can grab any item, which is added to their virtual cart in real time. Customers verify their cart before leaving, and the transaction is completed and payment method charged upon exit.
We offer integrated software services that leverage payment or asset tracking devices in the field to connect into our feature-rich platform for advanced data management, analytics, route scheduling, loyalty and reward programs, and other offerings:
•The Seed platform is a cloud-based asset management and optimization solution that provides advanced analytics, dynamic route scheduling, automated pre-kitting, proactive equipment management, intelligent merchandising, inventory management, warehouse purchasing, and accounting management. The Seed platform has a reputation for providing innovative software features and functionality that solve every day customer challenges. It includes Seed Live for sales reporting and asset management, Seed Cashless+ for small business owner advanced management tools, Seed Pro for logistics optimization; Seed Office for back-office management; Seed Markets for integrated micro market management; and Seed Delivery for integrated online ordering and office coffee service ("OCS") optimization.
•Add-on software services within the Seed platform include our new Remote Price Change ("RPC") and integration with our e-commerce partners. RPC seeks to save customers time and money by enabling them to manage prices for products in their machines remotely through Seed. Our e-commerce integration partners enable customers to integrate their online stores to Seed platform for inventory and warehouse management.
•The Cantaloupe Go Portal is a robust cloud-based platform that provides operators the customization to extend market and Smart Cooler features on a location-by-location basis. They can manage kiosk performance and uptime, view inventory and integrate the portal directly into Seed for better market management and service efficiencies. Some of the customizable features inside of the Cantaloupe Go portal include the ability to create coupons and guest passes, loyalty and reward programs, enable payroll deduct, client subsidy programs, health and wellness programs, manage credit card fees and deposits, kiosk alerts and more.
•The Cheq platform provides real-time updates for on-the-fly changes that need to be deployed across multiple POS menus at any given time during an event. It includes intuitive reporting functionality to provide key data insights into both specific venue stations and overall event performance metrics. As a mobile-first platform, Cheq provides access to consumer buying trends and data points to leverage in-app or text notifications for driving new revenue back to any given venue. The Cheq platform seamlessly integrates with over 10 partners today to support the unique business needs of clients and their venues.
•Seed API (formerly known as Quick Connect), is an API web service that allows a client application to securely interface with the Company’s payment processing and asset managing services.
•Additional services include our Cantaloupe Go consumer mobile app loyalty programs, campus card integrations, digital ad-management, and data warehouse services.
We support our offerings through a number of professional services and back-office functions:
•Professional Services. For our larger customers we offer a variety of professional services to aid deployment and use of the platform. These include planning, project management, deployment, installation support, Seed implementation, and marketing and performance evaluation.
•Network Infrastructure. Our services and platforms operate on a combination of proprietary and third-party technologies and are supported by geographically diverse teams.
•Card Processing Services. Through our existing relationships with card processors and card associations, we provide merchant account and terminal ID set up, prenegotiated discounted fees on small ticket purchases, and direct electronic funds transfers to our customers’ bank accounts for all settled card transactions and ensure compliance with processing protocols.
•Customer/Consumer Services. We support our services by providing help desk support, repairs, and replacement services. Inbound consumer billing inquiries are handled through a 24‑hour help desk, which reduces our customers’ exposure to consumer billing inquiries and potential chargebacks. We provide remote maintenance updates and enhancements to software, settings, and features to our card readers via wireless connections.
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COMPETITION
The self-service industry is highly competitive with service providers ranging from well-established enterprises to early-stage companies within the financial technology and software services industries. The markets for our products and services are characterized by evolving industry standards, aggressive pricing, continuous innovation, and changing consumer trends. Many of our competitors are challenging our industry position as an industry leader, particularly when it comes to pricing, emulating products, services, and marketing, as well as addressing consumer trends. However, we believe we have competitive strengths that position us for continued success.
Consumers are expecting more from their shopping experience, with access to buy what they want, when they want, with the ability to pay with any shape or form of digital currency. This has led to a multitude of new devices on the market that enable a more engaging experience at the POS. In addition, micro markets are becoming larger growth sectors in the convenience services industry, with many competitors. While we believe we have a strong competitive offering that positions us favorably in software services for self-service industry, competitors are entering the market with modernized back-end systems that are focused on the user interface along with real-life product planogram possibilities.
MARKETS WE SERVE
While the below key verticals represent only a fraction of our total market potential, these are the areas where we have seen the most traction to date.
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OUR GROWTH OPPORTUNITY
Our primary objective is to continue enhancing our position as a leading provider of technology powering self-service commerce. Our vertically integrated solutions are designed to fuel growth by offering payment processing, enterprise cloud software, IoT technology, as well as kiosk and POS innovations that serve a variety of locations such as vending, micro markets and smart retail, entertainment venues and festivals, EV charging stations, laundromats, metered parking terminals, amusement and entertainment venues, IoT services and more. Key elements of our strategy are to:
Maximize Growth in Existing Customers/Partners. Having experienced the benefits of our products and services, we believe our current customers represent the largest opportunity to scale recurring revenue and connections, through the addition of new products and services, as well as expanding our footprint of current product offerings. We are continuously seeking to enhance our solutions and services with additional features and functionality that create add-on service offerings to existing customers such as RPC, Seed Markets, Seed Analytics, Seed Pick Easy, and Cantaloupe Go POS solutions. We believe our continued innovation will lead to further adoption of Cantaloupe’s solutions and services in the self-service market.
Capitalize on the Emerging Cashless, Contactless, EMV, NFC, and Growing Mobile Payments Trends Globally. With growing consumer adoption of cashless and digital wallet payments, we believe this trend will continue to drive significant opportunity for us to further penetrate cashless transactions in both existing and new markets in the United States and abroad.
Expand into Micro Markets and Smart Stores. With our Cantaloupe Go platform, we are expanding the growing vertical of micro markets and smart stores both in near-vending channels as well as adjacent verticals. We differentiate ourselves by providing a single platform to manage consumer and operational aspects of micro markets and smart stores, while also integrating multiple service providers for flexibility and ultimate ease to our customers.
Capitalize on Opportunities in International Markets. With the acquisitions of Three Square Market in December 2022 and SB Software in September 2024, as well setting up operations in Mexico, we believe we are well positioned to expand across Mexico and Europe, while focusing on increasing market share in the United States. We are focused on continuing to grow our self-checkout micro market kiosks in these regions while also leveraging our Seed platform to optimize a customer’s vending and micro market business. Along with POS terminals, Smart Markets, Cantaloupe Go platform and Seed platform, we’ll establish a presence in cashless payment devices to give a one-stop-shop for our customers. In order to do so, we have dedicated sales resources to spearhead international opportunities, support implementation, and customer success.
Deliver an Exceptional Guest Experience at Stadiums, Venues and Festivals. With our acquisition of Cheq in February 2024, we believe we are also well positioned to disrupt the POS market that supports both large and small entertainment venues, stadiums, festivals, state fairs and more. As a mobile-first built POS, the platform is focused on ensuring guests never miss a moment with in-seat mobile ordering, handhelds to take payments anywhere in venue, and both attended or self-checkout stations for fast-tracking lines. With our existing penetration across more than a dozen venues, we plan to continue delivering a POS platform that meets the consumer needs of today and into the future.
Further Penetrate Attractive Adjacent Markets. We will continue to introduce our turn-key solutions and services to various adjacent markets and verticals where there is a strong need for convenience, safety and security. Key growth verticals we will focus on include amusement and arcades, residential buildings, hotels and hospitality, college campuses and universities and retailers seeking new ways to create grab-and-go experiences both in-store and off-premise concepts. We plan to leverage solutions like our Cantaloupe Go line of products for micro markets, smart coolers and cashless payment acceptance to meet the needs of these industries seeking to deliver self-service solutions for today's consumer.
Extend IoT Services into New Verticals. Leveraging Seed’s ability to know where to go, when to go, and what to take, we can extend our telemetry services into other verticals that currently run on static scheduling models. We believe these verticals provide tremendous greenfield to move static routes to dynamic, servicing locations at the right time and driving greater efficiencies into business operators who provide these services on a daily basis.
Comprehensive Service and Support. In addition to its industry-leading hardware and software, we seek to provide our customers with a comprehensive platform designed to encourage optimal return on investment through business planning and performance optimization; a loyalty and rewards program for consumer engagement; sales data and machine alerts; DEX data transmission; and the ability to extend digital payments capabilities and the full suite of services across multiple aspects of an operator’s business.
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SALES AND MARKETING
Our go-to-market strategy includes both direct sales and indirect channels, depending on the particular dynamics of each of our markets. Our direct sale efforts are supported by both inside and external sales team members, which are aligned to serve our enterprise, mid-market, and small business customers and prospects, along with our channel partners and resellers both domestically and internationally. In order to expand our sales reach, we maintain agreements with resellers, affiliate networks, and distributors in select market segments. Our marketing drives growth through a variety of online and offline initiatives designed to build brand awareness, position our thought leadership within the self-service commerce market, highlight our competitive strengths, and illustrate the value of our products and services to our opportunity markets. Activities include creating a vibrant company and product presence on the web, digital advertising, Search Engine Optimization (“SEO”), and social media; affiliate and referral programs; our e-commerce store, the use of direct mail and email campaigns; educational online and in-person user conferences; content curation through blogs, white papers, guides, podcasts, and joint industry studies; advertising in vertically-oriented trade publications; participating in industry trade shows and events; and working closely with customers and key strategic partners on co-marketing opportunities that drive customer and consumer adoption of our services.
IMPORTANT RELATIONSHIPS
Our most important relationships are with our 34,896 customers, which are governed by services agreements that provide for terms and conditions of purchase, rental, subscription or lease of the devices, licensing of our solutions, and processing services. Under the terms, we typically collect our fees from settled funds, including activation fees, monthly service fees, and transaction processing fees. Our relationships with certain large customers are governed by customized terms and conditions contained within individually negotiated services agreements.
In addition to our customer relationships:
•We maintain broad and long-standing relationships with card industry associations. From time to time, we enter into short-term incentive and promotional agreements with the card industry counterparties.
•We maintain close relationships with domestic wireless telecommunications carriers with which we have long-term bespoke pricing and support terms.
•We have long-term agreements with our payment processors, each of which is seamlessly integrated with our products and customers.
•We have established reseller relationships with select solutions providers for add-on features and services within our traditional offerings.
Lastly, we have a number of key technology vendors supporting our network environment and technology, our product development and our product offerings.
MANUFACTURING AND SUPPLY CHAIN
We utilize independent third-party manufacturing partners to produce the substantial majority of our electronic payment device hardware products that we market and sell to our customers. Production by our manufacturing partners is required to be performed in accordance with our product specifications, quality control and compliance standards.
Our internal processes are centered around quality assurance of materials and testing of finished goods received from our contract manufacturers.
We are continually monitoring and evaluating manufacturing partners to accommodate our growth objectives while minimizing risks of disruption within our supply chain operations.
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TRADEMARKS, PROPRIETARY INFORMATION, AND PATENTS
The Company owns US federal and foreign registrations for the following trademarks and service marks: Because Machines Can’t Cry For Help®, Blue Light Sequence (design only) BUSINESS EXPRESS®, CANTALOUPE®, Cantaloupe circle logo (design only), Cantaloupe Systems®, Cantaloupe Systems & design (Cantaloupe circle logo), CM2IQ®, COMPUVEND®, COOLER CAFE®, EnergyMiser®, ePort®, EPORT CONNECT®, INTELLIGENT VENDING®, PICK-EASY®, PICK-EASY & design, RETAIL RENEGADES®, ROUTEMASTER®, SEED®, seed & design, SEED OFFICE®, TSM SMART LOCK®, VendPro®, VM2IQ®, YOKE®.
Much of the technology developed or to be developed by us is subject to trade secret protection. To reduce the risk of loss of trade secret protection through disclosure, we have entered into confidentiality agreements with our key employees.
As of June 30, 2025, 143 patents have been granted to or acquired since our inception in 1992. Of the 143 patents, 49 are still in force as of June 30, 2025. Our patents expire between 2025 and 2045. To the extent renewable, we intend to renew these patents. We will pursue intellectual property protection to the extent we believe it would be beneficial and cost-effective.
ACTIVE DEVICES AND ACTIVE CUSTOMERS
In order to present meaningful information on our business, we report "Active Devices" and "Active Customers". 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. We define Active Customers as all customers with at least one active device.
We had 34,896 Active Customers and 1.28 million Active Devices connected to our service as of June 30, 2025 compared to 31,466 Active Customers and 1.22 million Active Devices as of June 30, 2024.
HUMAN CAPITAL MANAGEMENT
As of June 30, 2025, we had 358 full-time employees compared to 359 full-time employees as of June 30, 2024. This represents a headcount decrease of less than 1% over prior fiscal year. The headcount aligns with our overall objective to focus on growth both domestically and internationally and enables us to invest in innovative technologies and products and increase marketing spend to penetrate new and existing customers. We seek employees who share a passion for our technology and its ability to improve our customers’ businesses.
We believe our ability to attract and retain the most qualified candidates in all areas of our business is critical to our future success and growth, and we strive for a well-balanced and diverse workforce. In addition to standard Company-wide Compliance trainings, we prioritize and invest in helping our employees grow professionally in their career. We offer a combination of interactive professional development trainings, access to on demand online courses through our learning management system, and group learning programs.
We offer our employees wages and benefit packages that we believe are competitive with others throughout our industry. In addition to salaries, we provide benefits including a 401(k) retirement savings plan, healthcare and insurance benefits, health savings and flexible spending accounts, tuition reimbursement, paid time off, as well as other benefits including access to mental health benefits, and a paid parental leave policy.
Each year, we request our employees to complete a Company-wide employee engagement survey. The survey is facilitated internally through our Human Resources department. The survey reflects questions to gauge employee sentiments toward current trends and issues including company direction and strategy, communication by management, individual development, team culture, and overall satisfaction. With the information provided by the annual engagement survey, leadership is provided key insights and valuable feedback which we implement in our Company-wide action plans with the intent to focus on key areas to prioritize, enhance, and drive increased employee engagement, learning and development, and professional growth for our employees.
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AVAILABLE INFORMATION
The public may access any materials the Company files with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements for our annual stockholder meetings, and amendments to those reports, through the SEC’s Interactive Data Electronic Applications system at http://www.sec.gov. These reports are also available free of charge on our website, www.cantaloupe.com, as soon as reasonably practicable after we electronically file the material with the SEC. In addition, our website includes, among other things, charters of the various committees of our Board of Directors and our code of business conduct and ethics applicable to all employees, officers and directors. Within the time period required by the SEC, we will post on our website any amendment to the code of business conduct and ethics and any waiver applicable to any executive officer, director or senior financial officer. We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. Information on our website does not constitute part of this document.
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Item 1A. Risk Factors.
The risks and uncertainties described below are not the only ones we face. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. The occurrence of any of these risks could materially adversely affect our business, financial condition, results of operations and cash flows. Accordingly, you should carefully consider the following risk factors, as well as other information contained in or incorporated by reference in this Annual Report.
Risks related to our pending Merger with 365 Retail Markets, LLC
The pendency of the Merger may result in disruptions to our business.
On June 15, 2025, we entered into the Merger Agreement with 365 Retail Markets, Holdco, Holdco II and Merger Sub, pursuant to which, subject to the terms and conditions thereof, we will be acquired by 365 Retail Markets in an all-cash transaction. The Merger Agreement generally requires us to operate our business in the ordinary course pending consummation of the Merger and prohibits us, without 365 Retail Markets’ consent, from taking certain specified actions until the Merger has been consummated. These prohibitions may affect our ability to execute our business strategies and attain financial and other goals and may impact our financial condition, results of operations and cash flows.
Further, in connection with the Merger, our current and prospective employees may experience uncertainty about their future roles with us following the Merger, which may adversely affect our ability to attract and retain key personnel. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with us following the Merger, and may depart prior to the consummation of the Merger. Accordingly, no assurance can be given that we will be able to attract and retain key employees to the same extent that we have been able to in the past.
The Merger could cause disruptions to our business or business relationships, which could have an adverse impact on our results of operations. Parties with which we have business relationships may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with us. Parties with whom we otherwise may have sought to establish business relationships may seek alternative relationships with third parties.
The Merger may place a significant burden on management and internal resources. It may also divert management’s time and attention from the day-to-day operation of our businesses and the execution of our other strategic initiatives. This could adversely affect our financial results. In addition, we have incurred and will continue to incur other significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger, and many of these fees and costs are payable regardless of whether or not such transaction is consummated.
Any of the foregoing could materially and adversely affect our business, our financial condition and our results of operations and prospects.
The Merger may not be consummated within the intended timeframe, or at all, and the failure to consummate the Merger will adversely affect the market price of our common stock and could adversely affect our business, results of operations and financial condition.
There can be no assurance that the Merger will be consummated within the intended timeframe, or at all. The Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Merger, including the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino ("HSR") Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
Subject to the satisfaction or, to the extent permitted by law, waiver of requisite closing conditions, including the expiration or termination of the requisite statutory waiting period under the HSR Act described below, the Company currently expects the Merger to be completed in the second half of calendar year 2025. However, there can be no assurance that the remaining closing conditions will be satisfied (or waived, if applicable), and if all closing conditions are satisfied (or waived, if applicable), we can provide no assurance that the Merger will be consummated promptly or at all. There may be a significant or longer than expected time period between the approval of the Merger by our shareholders o n September 4, 2025 and the closing of the Merger, due to the timing of required regulatory approvals, satisfaction of other closing conditions, or other factors, including those described herein.
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For instance, at any time before the effective time of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any state could take action under antitrust laws as it deems necessary or desirable in the public interest with respect to the Merger, including seeking to enjoin the completion of the Merger, to rescind the Merger, or to conditionally approve the Merger upon the divestiture of assets, or to impose restrictions on the our operations or the operations of 365 Retail Markets following the completion of the Merger. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There can be no assurance that the Merger will not be challenged on antitrust grounds or, if such a challenge is made, that the challenge will not be successful.
The Merger is complex in nature, and unanticipated developments, including among other things, changes in law, the macroeconomic environment, market conditions, regulatory or geopolitical conditions, may affect our, or 365 Retail Market’s ability to close the Merger as currently expected and within the anticipated timeframe.
If the Merger is not consummated within the intended timeframe or at all, we may not realize some or all of the expected benefits of the Merger or may realize them on a different timeline than expected. The price of our common stock could significantly decline if the Merger is not consummated within the intended timeframe or at all. In addition, some costs related to the Merger must be paid whether or not the Merger is consummated, as we have already incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger. If the Merger is not consummated within the intended timeframe or at all, we may also experience negative reactions from our investors, customers, partners, suppliers, and employees. Along with transaction costs and fees, the Merger has required and will continue to require the attention and resources of our management team. If the Merger is not consummated within the intended timeframe or at all, our management team’s attention and resources will have been diverted from other uses with little to no additional benefit to the Company.
We have in the past, and may again in future, become subject to lawsuits relating to the Merger, which could adversely affect our business, financial condition and operating results.
We and/or our respective directors and officers have in the past, and may again in the future, become subject to lawsuits relating to the Merger. Such litigation is very common in connection with acquisitions of public companies, regardless of the merits of the underlying acquisition.
For instance, as previously disclosed, following the filing of our Preliminary Proxy Statement on Schedule 14A with the SEC on July 11, 2025 and the Definitive Proxy Statement (the “Proxy Statements”) in connection with the Merger, we received certain complaints and demand letters on behalf of purported Cantaloupe shareholders alleging deficiencies regarding the disclosures contained in the Proxy Statements. These complaints (the “Complaints”) asserted individual claims against the Company and the members of our board of directors for negligent misrepresentation and concealment and negligence, based upon information included in or omitted from the Proxy Statements. The Complaints sought, among other relief, an injunction enjoining the defendants from consummating the Merger unless we disclose the material information allegedly omitted from the Proxy Statement, rescission of the Merger in the event it is consummated without our disclosure of the material information allegedly omitted from the Proxy Statement and an award of costs, including attorneys’ and experts’ fees and expenses. In addition, we have received certain demand letters (the “Demand Letters”) alleging deficiencies regarding the disclosures contained in the Proxy Statements.
While we believe that the disclosures set forth in the Proxy Statements fully comply with all applicable law and deny the allegations set forth in the Complaints and Demand Letters, in order to moot the purported shareholders’ disclosure claims, to avoid nuisance and possible expense and disruption to the Merger and to provide additional information to our shareholders, on August 22, 2025, we filed additional supplemental proxy materials with the SEC, containing supplemental disclosures.
While we will evaluate and defend against the foregoing any similar actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation, including potential delays to the Merger, could have an adverse effect on our business, financial condition and operating results.
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Risks related to our business
General economic, market or business conditions unrelated to our operating performance, including global supply chain disruptions and inflationary pressures and tariffs could adversely affect our business and results of operations.
The global payments technology industry depends heavily on the overall level of consumer, business and government spending. We are exposed to general economic conditions that affect consumer confidence, spending, and discretionary income and changes in consumer purchasing habits. A sustained deterioration in general economic conditions in the markets in which we operate, supply chain disruptions, geopolitical conflicts, political uncertainty, inflationary pressure, tariffs, elevated interest rates or interest rate fluctuations such as those that occurred recently, may adversely affect our financial performance by reducing the number or active devices, active customers and total number of transactions using our payment solutions.
A downturn in the economy and other adverse economic trends may accelerate the timing, or increase the impact of, risks to our financial performance. These trends could include the following:
•low levels of consumer and business confidence typically associated with recessionary environments may result in decreased spending by consumers;
•higher consumer debt levels or high unemployment may result in decreased spending by consumers;
•budgetary concerns in the United States and other countries could affect sovereign credit ratings, and impact consumer confidence and spending;
•supply chain disruptions may result in decreased spending by consumers whose ability to provide goods and services is materially impacted;
•supply chain disruptions could also impact our ability to purchase devices for existing or prospective customers;
•current and potential future inflationary pressures, which may adversely impact spending by consumers; and
•deterioration of emerging market economies, which tend to be more sensitive to adverse economic trends than the more established markets we serve.
In addition, climate-related events, including extreme weather events and natural disasters and their effect on critical infrastructure in the U.S. or internationally, could have similar adverse effects on our customers and our operations.
Impacts of widespread inflation and tariffs could negatively affect our industry.
Our own costs, including labor, hardware, services, technology providers, and other variable expenses could be impacted by severe, widespread or continuing inflation and the levying of tariffs. Our customer base includes many small businesses, some of which operate on tight margins. Our customers may not successfully navigate a rising cost environment, causing collection issues or bankruptcies. Inflation could seriously erode the discretionary buying decisions of consumers, impacting size of purchases or volumes at our unattended points of sale.
We only recently began to be profitable and if we incur losses in the future, the price of our shares can be expected to fall.
We experienced losses from inception through June 30, 2012, and from fiscal year 2015 through fiscal year 2022. For fiscal years 2025, 2024 and 2023, we recognized net income of $64.5 million, $12.0 million and $0.6 million, respectively. Despite recent profitability, there can be no assurance that we will continue to be profitable in the future. Accordingly, we may be required to use our cash and cash equivalents on hand and may raise capital to meet cash flow requirements including the issuance of common stock or debt financing. Additionally, if we incur losses in the future, the price of our common stock can be expected to fall.
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If we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected.
Our success depends on our ability to develop new products and services to address the rapidly evolving market for cashless payments and cloud and mobile solutions for the self-service retail markets. Rapid and significant technological changes continue to confront the industries in which we operate, including developments in proximity payment devices. These new services and technologies may be superior to, impair, or render obsolete the products and services we currently offer or the technologies we currently use to provide them. Incorporating new and acquired technologies into our products and services may require substantial expenditures and take considerable time, and we may not be successful in realizing a return on these development efforts in a timely manner or at all. There can be no assurance that any new products or services we develop and offer to our customers will achieve significant commercial acceptance. Our ability to develop new products and services may be inhibited by industry-wide standards, payment card networks, existing and future laws and regulations, resistance to change from our customers, challenges of integration with a wide variety of legacy end-point machines, or third parties’ intellectual property rights. If we are unable to provide enhancements and new features for our products and services or to develop new products and services that achieve market acceptance or that keep pace with rapid technological developments and evolving industry standards, our business would be materially and adversely affected.
In addition, because our products and services are designed to operate with a variety of systems, infrastructures, and devices, we need to continuously modify and enhance our products and services to keep pace with changes in mobile, software, communication, and database technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely and cost-effective manner. Any failure of our products and services to continue to operate effectively with third-party infrastructures and technologies could reduce the demand for our products and services, result in dissatisfaction of our customers, and materially and adversely affect our business.
Substantially all of the service contracts with our customers are terminable for any or no reason upon thirty days advance notice.
Substantially all of our customers may terminate their services with us for any or no reason by providing us with thirty days' advance notice, subject to early termination fees. Accordingly, consistent demand for and satisfaction with our products by our customers is critical to our financial condition and future success. Problems, outages, defects, or other issues with our products or services or competition in the marketplace could cause us to lose a substantial number of our customers with minimal notice. If a substantial number of our customers were to exercise their termination rights, it would result in a material adverse effect to our business, operating results, and financial condition.
We may not successfully implement our go-to-market strategy which may adversely affect growth and profitability.
Our current core business is highly concentrated among several large customers in the vending industry. We have made inroads into other adjacent markets including micro-markets, laundry, gaming, entertainment, vehicle services, and other commercial payments applications and continued expansion into these markets is a substantial piece of our potential future growth prospects. Changing technology, customer preferences, and competitor actions may limit our ability to successfully grow and expand beyond our core business.
We engage in the outsourcing of engineering work, including outsourcing of software work overseas.
We may, from time-to-time, outsource engineering work related to the design, development, and operations of our products and services, typically to save money and gain access to additional engineering resources. We have worked, and expect to work in the future, with companies located in jurisdictions outside of the U.S., including, but not limited to Sweden, Romania, Columbia, Russia, Ukraine, India and Bangladesh. If we are unable to properly manage and oversee the outsourcing of engineering and other work to third parties located internationally that operate under different laws and regulations than those in the U.S., we could suffer the loss of valuable intellectual property, or the loss of the ability to claim such intellectual property, including patents and trade names. Additionally, instead of saving money, we could in fact incur significant additional costs because of inefficient engineering services and poor work product, which could harm our business, financial results, reputation, and brand.
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The loss of one or more of our key customers could significantly reduce our revenues, results of operations, and reduce net income.
We have derived, and believe we will continue to derive, a significant portion of our revenues from one large customer or a limited number of large customers. Customer concentrations for the years ended June 30, 2025, 2024 and 2023 were as follows:

|  | For the year ended June 30,
Single customer |  | 2025 |  | 2024 |  | 2023
Total revenue |  | 10 | % |  | 9 | % |  | 12 | %

The loss of such customers could materially adversely affect our revenues. Additionally, a major customer in one year may not purchase any of our products or services in another year, which may negatively affect our financial performance. We have offered, and may in the future offer, discounts to our large customers to incentivize them to continue to utilize our products and services. If we are required to sell products to any of our large customers at reduced prices or unfavorable terms, our revenue and earnings could be materially adversely affected. Further, there is no assurance that our customers will continue to utilize our transaction processing and related services as our customer agreements are generally cancellable by the customer on thirty days notice.
Increases in card association and debit network interchange fees could increase our operating costs or otherwise adversely affect our operations.
We are obligated to pay interchange fees and other network fees set by the bankcard networks to the card issuing bank and the bankcard networks for each transaction we process through our network. From time to time, card associations and debit networks increase the organization and/or processing fees, known as interchange fees that they charge. Under our processing agreements with our customers, we are permitted to pass along these fee increases to our customers through corresponding increases in our processing fees. Passing along such increases could result in some of our customers canceling their contracts with us. Consequently, it is possible that competitive pressures will result in us absorbing some or all of the increases in the future, which would increase our operating costs, reduce our gross profit and adversely affect our business.
Our efforts to expand into international markets may not be successful; our products and services may not gain traction in new markets; and managing international operations may be challenging or may fail.
As we seek to expand into international markets, we may not be successful, or our plans may be delayed. Our products will need to be localized in some cases and if our localization efforts fail or are delayed or our products and services do not gain traction in new markets, our business could be adversely affected.
Geopolitical conflicts, including the conflict between Russia and Ukraine and the conflicts between Israel and Hamas and Israel and Iran, may adversely affect our business and results of operations.
While we do not currently have employees, customers or corporate offices in impacted areas, we have worked, and expect to work in the future, with companies located in jurisdictions outside of the U.S., including, but not limited to Ukraine. In addition, we are focused on international expansion. As a result, our operations and international expansion efforts could be impacted by economic, political and other conditions resulting from the current conflict between Russia and Ukraine and the conflicts between Israel and Hamas and Israel and Iran, which could, among other things, lead to a reduction in consumer, government or corporate spending, international sanctions, embargoes, heightened inflation, volatility in global financial markets, increased cyber disruptions or attacks, higher supply chain costs and increased tensions between the United States and countries in which we operate, which could result in charges related to the recoverability of assets, including financial assets, long-lived assets and goodwill and other losses, and could adversely affect our financial position and results of operations. To the extent the Russia-Ukraine conflict or the Israel-Hamas and Israel-Iran conflicts adversely affects our business, it may also have the effect of heightening many other risks disclosed in this Annual Report, any of which could have a material adverse effect on our business and results of operations.
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Increased scrutiny from shareholders, customers and other stakeholders regarding our environmental, social, and governance, or sustainability responsibilities, could adversely impact our liquidity, results of operations, reputation, and stock price.
Shareholders, customers and other stakeholders have begun to consider how corporations are addressing environmental, social and governance (“ESG”) issues. Government regulators, investors, customers and the general public are increasingly focused on ESG practices and disclosures, and views about ESG are diverse and rapidly changing. These shifts in investing priorities may result in adverse effects on the trading price of our common stock if investors determine that the Company has not made sufficient progress on ESG matters. We could also face potential negative ESG-related publicity in traditional media or social media if shareholders or other stakeholders determine that we have not adequately considered or addressed ESG matters.
Operational and liquidity
Disruptions to our systems, breaches in the security of transactions involving our products or services, or failure of our processing systems could adversely affect our reputation, business and results of operations.
We rely on information technology and other systems to transmit financial information of consumers making cashless transactions and to provide accounting and inventory management services to our customers. As such, the information we transmit and/or maintain is exposed to the ever-evolving threat of compromised security, in the form of a risk of potential breach, system failure, computer virus, cyber-attack or unauthorized or fraudulent use by consumers, customers, company employees, or employees of third party vendors. While we have implemented various cybersecurity defense mechanisms and risk management initiatives, there can be no assurance that such mechanisms and initiatives will be effective, and may experience a cybersecurity breach. A cybersecurity breach of our informational technology systems, or those of third parties upon whom we rely, could result in disclosure of confidential information and intellectual property, or cause operational disruptions and compromised data. We may be unable to anticipate or prevent techniques to obtain unauthorized access or to sabotage systems because they change frequently and often are not detected until after an incident has occurred. Further, cybersecurity attacks are becoming more frequent and sophisticated, including through emerging AI technologies, which may intensify or exacerbate cybersecurity risks or introduce new risks.
In addition, our processing systems may experience errors, interruptions, delays or damage from a number of causes, including, but not limited to, power outages, hardware, software and network failures, internal design, manual or usage errors, terrorism, workplace violence or wrongdoing, catastrophic events, climate-related events such as natural disasters and severe weather conditions. The steps we take to deter and mitigate these risks, including annual validation of our compliance with the Payment Card Industry Data Security Standard, may not be successful, and any resulting compromise or loss of data or systems could adversely impact the marketplace acceptance of our products and services, and could result in significant remedial expenses to not only assess and repair any damage to our systems, but also to reimburse customers for losses that occur from service interruptions or the fraudulent use of confidential data. Additionally, we could become subject to significant fines, litigation, and loss of reputation, potentially impacting our financial results.
Furthermore, the technology systems of businesses that we have acquired, or may acquire, as well as their practices related to the collection, use, maintenance, and disclosure of data, could present issues that we were not able to identify prior to the acquisition or other issues that continue to pose risk to use, such as cybersecurity vulnerabilities or past cybersecurity or privacy incidents. Following an acquisition, we take steps to ensure our data and system security protection measures cover the acquired business as part of our integration process. As such, there may be a period of increased cybersecurity risk during the period between closing an acquisition and the completion of our data and system security integration. Furthermore, despite these efforts, especially in light of increasingly sophisticated techniques used in cybersecurity attacks, our information technology systems and those of third parties with who we do business or communicate may be damaged, disrupted, or shut down due to attacks by unauthorized access, malicious software, computer viruses, undetected intrusion, hardware failures, or other events and in these circumstances where we cannot fully anticipate, detect, repel, or implement fully effective preventative measures, our disaster recovery plans may be ineffective or inadequate.
We depend on our key personnel and, if they leave us, or if we are unable to attract highly skilled personnel, our business could be adversely affected.
While we have maintained business continuity and operational success despite recent management changes over the past several years, our success and future growth also depends, to a significant degree, on the skills and continued services of our management team. Further, due to the complexity of the work required to make needed improvements within the Company, it may be difficult for us to retain existing senior management and new hires, sales personnel, and development and engineering personnel critical to our ability to execute our business plan, which could result in harm to key customer relationships, loss of key information, expertise or know-how and unanticipated recruitment and training costs.
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We may experience a loss of productivity due to the departure of key personnel and the associated loss of institutional knowledge, or while new personnel integrate into our business and transition into their respective roles.
Our future success also depends on our ability to attract and motivate highly skilled technical, managerial, sales, marketing and customer service personnel, including members of our management team.
The termination of our relationships with certain third-party suppliers upon whom we rely for services that are critical to our products could adversely affect our business and delay achievement of our business plan.
The operation of our networked devices depends upon the capacity, reliability and security of services provided to us by our wireless telecommunication services providers, equipment manufacturers and other suppliers. In addition, if we terminate relationships with our current telecommunications service providers and other third-party suppliers, we may have to replace hardware that is part of our existing ePort, Seed, or other products that are already installed in the marketplace. This could significantly harm our reputation and could cause us to lose customers and revenue.
We rely on other card payment processors, and if they fail or no longer agree to provide their services or we fail to operate in compliance with the requirements of those relationships, our customer relationships could be adversely affected, and we could lose business.
We rely on agreements with other large payment processing organizations to enable us to provide card authorization, data capture and transmission, settlement and merchant accounting services for the customers we serve. The termination by our card processing providers of their arrangements with us or their failure to perform their services efficiently and effectively would adversely affect our relationships with the customers whose accounts we serve and may cause those customers to terminate their processing agreements with us.
Further, substantially all of the cashless payment transactions handled by our network involve the three largest credit card associations. If we fail to comply with the applicable standards or requirements of these card associations relating to security, they could suspend or terminate our registration with them. The termination of our registration with them or any changes in the respective rules that would impair our registration with them could require us to stop providing cashless payment services through our network. In such event, our business plan and/or competitive advantages in the market place would be materially adversely affected.
Disruptions at other participants in the financial system could prevent us from delivering our cashless payment services.
The operations and systems of many participants in the financial system are interconnected. Many of the transactions that involve our cashless payment services rely on multiple participants in the financial system to accurately move funds and communicate information to the next participant in the transaction chain. A disruption for any reason at one of the participants in the financial system could impact our ability to cause funds to be moved in a manner to successfully deliver our services. Although we work with other participants to avoid any disruptions, there is no assurance that such efforts will be effective. Such a disruption could lead to the inability for us to deliver services, reputational damage, lost customers and lost revenue, loss of customers’ confidence, as well as additional costs, all of which could have a material adverse effect on our revenue, profitability, financial condition, and future growth.
Any increase in chargebacks not paid by our customers may adversely affect our results of operations, financial condition and cash flows.
In the event a dispute between a cardholder and a customer is not resolved in favor of the customer, the transaction is normally charged back to the customer and the purchase price is credited or otherwise refunded to the cardholder. If we are unable to collect such amounts from the customer's account, or if the customer refuses or is unable, due to closure, bankruptcy or other reasons, to reimburse us for a chargeback, we bear the loss for the amount of the refund paid to the cardholder. We may experience significant losses from chargebacks in the future. Any increase in chargebacks not paid by our customers could have a material adverse effect on our business, financial condition, results of operations and cash flows. We have policies to manage customer-related credit risk and attempt to mitigate such risk by monitoring transaction activity. Notwithstanding our programs and policies for managing credit risk, it is possible that a default on such obligations by one or more of our customers could have a material adverse effect on our business.
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We may not fully realize the benefits of acquisitions, it may take longer than we anticipate for us to achieve those benefits, they may be difficult to integrate, may disrupt our business, or divert management attention and may adversely affect our financial condition.
We could acquire additional products, technologies, or businesses to complement or expand our existing business. We may be unable to negotiate favorable terms in a timely manner or at all. Negotiation and integration of these types of potential business combinations could divert management’s time and resources. In addition, we may encounter unanticipated costs, operational challenges, or potential disruption of our business and diversion of management’s attention from our core business. We may not realize the anticipated benefits from our acquisitions. We could reduce the cash that would otherwise be available to fund operations or other purposes, or we could incur debt, potentially on unfavorable terms.
Additionally, for any future acquisition, we need to determine the appropriate level of integration of products, services, associates, and information technology, financial, human resources, compliance, and other systems and processes, and then successfully manage that integration into our corporate structure. Integration can be a complex and time-consuming process, and if the integration is not fully successful or is delayed for a material period of time, we may not achieve the anticipated synergies or benefits of the acquisition. In addition, the integration of businesses may create complexity in our financial systems, internal controls, technology and cybersecurity systems, and operations and may make them more difficult to manage. Even if the target companies are successfully integrated, the acquisitions may fail to further our business strategy as anticipated, expose us to increased competition or challenges with respect to our products or services, and expose us to additional risks and liabilities.
Our dependence on proprietary technology and limited ability to protect our intellectual property may adversely affect our ability to compete.
Challenge to our ownership of our intellectual property could materially damage our business prospects. Our technology may infringe upon the proprietary rights of others. Our ability to execute our business plan is dependent, in part, on our ability to obtain patent protection for our proprietary products, maintain trade secret protection and operate without infringing the proprietary rights of others.
As of June 30, 2025, the United States Government and other countries have granted us 143 patents, of which 49 are still in force. Our patents expire between 2024 and 2038. There can be no assurance that we will be able to successfully renew any of these patents following their expiration. We also have a number of pending patent applications, and will consider filing applications for additional patents covering aspects of our future developments, although there can be no assurance that we will do so. In addition, there can be no assurance that we will maintain or prosecute these applications. There can be no assurance that:
•any of the remaining patent applications will be granted to us;
•we will develop additional products that are patentable or that do not infringe the patents of others;
•any patents issued to us will provide us with any competitive advantages or adequate protection for our products;
•any patents issued to us will not be challenged, invalidated or circumvented by others; or
•any of our products would not infringe the patents of others.
If any of our products or services is found to have infringed any patent, there can be no assurance that we will be able to obtain licenses to continue to manufacture, use, sell, and license such product or service or that we will not have to pay damages and/or be enjoined as a result of such infringement.
If we are unable to adequately protect our proprietary technology or fail to enforce or prosecute our patents against others, third parties may be able to compete more effectively against us, which could result in the loss of customers and our business being adversely affected. Patent and proprietary rights litigation entails substantial legal and other costs and diverts Company resources as well as the attention of our management. There can be no assurance we will have the necessary financial resources to appropriately defend or prosecute our intellectual property rights in connection with any such litigation.
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We may require additional financing or find it necessary to raise capital to sustain our operations and without it we may not be able to achieve our business plan.
At June 30, 2025, we had a net working capital surplus of $70.5 million and cash and cash equivalents of $51.1 million. We had net cash provided by operating activities of $20.3 million, $27.7 million, and $14.2 million for fiscal years ended 2025, 2024, and 2023, respectively. We may need additional funds to continue these operations. We may also need additional capital to respond to unusual or unanticipated non-operational events. Should the financing that we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could have a material adverse effect on our business, operating results, financial condition and future prospects.
Failure to comply with any of the financial covenants under the Company’s debt facilities could result in an event of default which may accelerate our outstanding indebtedness or other obligations and have a material adverse impact on our business, liquidity position and financial position.
We are party to an amended and restated credit agreement with JPMorgan Chase Bank, N.A. and Capital One, N.A. which provides for a $30 million secured revolving credit facility (as amended, the “2025 Revolving Facility”) and a $40 million secured term facility (as amended, the “2025 Secured Term Facility”) and a $30 million secured delayed draw term loan facility (the "Delayed Draw Term Loan Facility", and together with the 2025 Revolving Facility and 2025 Secured Term Facility, the “2025 Credit Facility”).
The 2025 Credit Facility has a five-year maturity and 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.
We were in compliance with its financial covenants as of June 30, 2025. Failure to comply with the foregoing financial covenants, if not cured or waived, will result in an event of default that could trigger acceleration of our indebtedness, which would require us to repay all amounts owed under the 2025 Credit Facility and could have a material adverse impact on our business, liquidity position and financial position.
We cannot be certain that our future operating results will be sufficient to ensure compliance with the financial covenants in the 2025 Credit Facility or to remedy any defaults. In addition, in the event of any event of default and related acceleration, we may not have or be able to obtain sufficient funds to make the accelerated payments required under the 2025 Credit Facility.
Upon the consummation of the Merger, our 2025 Credit Facility will be paid off in full. However, there can be no assurance that the Merger will be consummated within the anticipated timeline or at all. For additional discussion regarding our risks related to the Merger, see the risks described under the caption “Risks related to the Merger” in this Annual Report. In the event our indebtedness under the 2025 Credit Facility is not repaid in connection with the consummation of the Merger, our indebtedness exposes us to certain risks, including those risks set forth above.
Legal, regulatory, and compliance risks
We are subject to laws and regulations that affect the products, services and markets in which we operate. Failure by us to comply with these laws or regulations would have an adverse effect on our business, financial condition, or results of operations.
We are, among other things, subject to certain banking regulations and credit card association regulations. Failure to comply with these regulations may result in the suspension of our business, the limitation, suspension or termination of service, and/or the imposition of fines that could have an adverse effect on our financial condition. Additionally, changes to legal rules and regulations, or interpretation or enforcement thereof, could have a negative financial effect on us or our product offerings. To the extent this occurs, we could be subject to additional technical, contractual or other requirements as a condition of our continuing to conduct our payment processing business. These requirements could cause us to incur additional costs, which could be significant, or to lose revenues to the extent we do not comply with these requirements.
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We are subject to additional risks with respect to our current and potential international operations.
We are subject to laws, regulations and business practices of the foreign jurisdictions in which we operate. These laws, regulations and business practices expose us to risks that are different than or in addition to those commonly found in the United States. Risks relating to our international operations and properties include:
•changing governmental rules and policies;
•enactment of laws restricting the ability to remove profits earned from activities within a particular country to a person’s or company’s country of origin;
•changes in laws or policies governing foreign trade or investment and use of foreign operations or workers, and any negative sentiments towards multinational companies as a result of any such changes to laws, regulations or policies or due to trends such as political populism and economic nationalism;
•variations in currency exchange rates and the imposition of currency controls;
•adverse market conditions caused by terrorism, civil unrest, natural disasters, infectious disease and changes in international, national or local governmental or economic conditions;
•business disruptions arising from public health crises and outbreaks of communicable diseases;
•the willingness of U.S. or international lenders to make loans in certain countries and changes in the availability, cost and terms of secured and unsecured debt resulting from varying governmental economic policies;
•the imposition of unique tax structures and changes in other tax rates and other operating expenses in particular countries, including the potential imposition of adverse or confiscatory taxes;
•the potential imposition of restrictions on currency conversions or the transfer of funds;
•general political and economic instability; and
•our limited experience and expertise in foreign countries, particularly European countries, relative to our experience and expertise in the United States.
If any of the foregoing risks were to materialize, they could materially and adversely affect us.
We could be subject to claims and lawsuits, which could require significant additional management time and attention, result in significant additional legal expenses or result in government enforcement actions.
Litigation, investigation or other actions that may be filed or initiated against us may be time consuming and expensive. We cannot predict what losses we may incur in these matters, and contingencies related to our obligations under the federal and state securities laws, or in other legal proceedings or governmental investigations or proceedings related to these matters.
Any legal proceedings, if decided adversely to us, could result in significant monetary damages, penalties and reputational harm, and will likely involve significant defense and other costs. Further, our insurance may not cover all claims that have been or may be brought against us, and insurance coverage may not continue to be available to us at a reasonable cost. As a result, we may be exposed to substantial uninsured liabilities, including pursuant to our indemnification obligations, which could materially adversely affect our business, prospects, results of operations and financial condition.
Failure to maintain effective systems of internal control over financial reporting and disclosure controls and procedures could cause a loss of confidence in our financial reporting and adversely affect the trading price of our common stock.
Effective internal control over financial reporting is necessary for us to provide accurate financial information. Section 404 of the Sarbanes-Oxley Act requires us to evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year and to include a management report assessing the effectiveness of our internal control over financial reporting in our An nual Report on Form 10-K.
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We have identified material weaknesses in our internal controls in the past, including as disclosed in our Annual Report on Form 10-K for the year ended June 30, 2023. We have also previously restated certain of our consolidated financial statements (most recently in February 2020 for the fiscal period ended September 20, 2019). We may identify additional material weaknesses or significant deficiencies in our internal controls in the future. If any such control deficiencies occur in the future, we may not detect errors on a timely basis and our financial statements could be materially misstated. As a result, we may be forced to restate our financial statements and take other actions which will take significant financial and managerial resources, as well as be subject to fines and other government enforcement actions. A restatement of our financial results could, among other potential adverse effects, impact our ability to timely file our periodic reports until the restatement is completed. In addition, investors could lose confidence in the accuracy and completeness of our financial reports, which could negatively affect the market price of our common stock, perhaps significantly. In addition, we could become subject to investigations, litigation or disputes with stockholders, which could have an adverse impact on our business.
Risks related to our common stock
Director and officer liability is limited and shareholders may have limited rights to recover against directors for breach of fiduciary duty.
As permitted by Pennsylvania law, our by-laws limit the liability of our directors for monetary damages for breach of a director’s fiduciary duty except for liability in certain instances. As a result of our by-law provisions and Pennsylvania law, shareholders may have limited rights to recover against directors for breach of fiduciary duty. In addition, our by-laws and indemnification agreements entered into by the Company with each of the officers and directors provide that we shall indemnify our directors and officers to the fullest extent permitted by law.
An active trading market for our common stock may not be maintained.
We can provide no assurance that we will be able to maintain an active trading market for our common stock on the Nasdaq Global Select Market, or any other exchange in the future. If an active market for our common stock is not maintained, or if we fail to satisfy the continued listing standards of Nasdaq for any reason and our securities are delisted, it may be difficult for our security holders to sell their securities without depressing the market price for the securities or at all. An inactive trading market may also impair our ability to both raise capital by selling shares of common stock and complete other acquisitions by using our shares of common stock as consideration.
If securities and/or industry analysts fail to continue publishing research about our business, if they change their recommendations adversely, or if our results of operations do not meet their expectations, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly for any reason, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. In addition, it is likely that, in some future period, our operating results will be below the expectations of securities analysts or investors. If one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.
Exclusion from the Russell 2000® Index could result in a decline in the price of our stock.
Although we are currently included in the Russell 2000® Index, if our market capitalization were to fall below the minimum necessary, we could be dropped from inclusion. If we were no longer included in the Russell 2000® Index, it could result in a decline in demand for our common stock and, accordingly, the trading price of our common stock following such events.
Upon certain fundamental transactions involving the Company, such as a merger or sale of substantially all of our assets, we may be required to distribute the liquidation preference then due to the holders of our Series A Preferred Stock which would reduce the amount of the distributions otherwise to be made to the holders of our common stock in connection with such transactions.
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Our articles of incorporation provide that upon a merger or sale of substantially all of our assets or upon the disposition of more than 50% of our voting power, the transaction will be treated as a liquidation if approved by the holders at least 50% of the preferred stock. Upon our liquidation, the holders of our preferred stock are entitled to receive a liquidation preference prior to any distribution to the holders of common stock which, as of June 30, 2025 was approximately $23.3 million, inclusive of accrued dividends. No dividend may be paid on our common stock until all accumulated and unpaid dividends on our preferred stock have been paid.
In addition, in accordance with the terms of the Merger Agreement, the Company expects to redeem, immediately prior to the effective time of the Merger, all shares of our Series A Preferred Stock that are issued and outstanding as of the closing of the Merger. Following such redemption, the shares of our Series A Preferred Stock will be canceled for no consideration at the effective time of the Merger. However, there can be no assurance that the Merger, and therefore the redemption of our Series A Preferred Stock, will be consummated within the anticipated timeline or at all.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity
Risk Management & Strategy
Our cybersecurity program is designed to safeguard the confidentiality, integrity and availability of information assets by monitoring the cyber threat landscape, internal threats and technological changes and through the development of controls to mitigate risk to the organization and our customers. While cybersecurity is a dynamic and constantly evolving field, we strive to minimize the occurrence and impact of unauthorized access, disruption to our information systems and are committed to staying informed about emerging threats, adopting industry best practices, and integrating feedback from our assessment and incidents. We deploy and manage both preventive and detective controls and processes to mitigate cybersecurity threats, including monitoring our network for known vulnerabilities and signs of unauthorized attempts to access our data and systems. We also deploy and manage preventive and detective controls and processes related to the mitigation of risks from our use of third-party service providers.
Our organization undergoes annual reviews by third-party consultants to help assess the implementation and operational effectiveness of the security controls implemented in our service environment which is in scope for Payment Card Industry Data Security Standard ("PCI DSS") and American Institute of Certified Public Accountants ("AICPA") System and Organization Controls ("SOC").
Our program is designed to guide our practices which are based on relevant industry frameworks and laws. This program consists of policies and procedures designed to manage material risks from cybersecurity threats, including training requirements, threat monitoring and detection and threat containment and risk assessments. Additionally, we leverage third-party firms to conduct routine external and internal penetration testing to emulate the common tactics and techniques of cyber threat actors and have processes to address identified vulnerabilities, although it may take time to mitigate or manage such vulnerabilities. The results of this testing are included in the Company's SOC report. Further, we also carry cyber security insurance, which is renewed annually and covers cyber events and business interruption. We closely monitor costs of breaches within the industry in an effort to ensure that our coverage is sufficient to address all reasonably foreseeable threats and levels of risk.
We have an Incident Management Policy ("IMP") and Incident Response Plan ("IRP") which helps enable us to quickly detect, respond to, and recover from third-party malicious attacks and potential security incidents. This plan includes formal steps to review incidents and implement improvements, including steps to involve the CISO and CTO as appropriate.
Oversight
Our Information Security Program is overseen by our Chief Information Security Officer (“CISO”), who reports to our Chief Technology Officer (“CTO”). Our CISO oversees the third-party consultants who help assess our security controls and penetration testing previously described. The CTO provides oversight, leadership and direction for data risks, technology risks and information security risks. Our CISO leads the Cybersecurity organization and has the overall responsibility of implementing its strategy and objectives to build a strong cyber engineering function.
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Our CISO has over 20 years of information technology experience with specialization in information security and risk management. Our CISO has industry recognized certifications including Certified Information Systems Security Professional (CISSP), Certified Information Security Manager (CISM), Payment Card Industry Professional (PCI ISA & PCIP). Our CISO has worked in various information security roles at other large publicly traded companies.
The CISO and CTO report to the Board of Directors who have ultimate responsibility in overseeing enterprise risks, including cybersecurity threats.
Item 2. Properties.
Our current headquarters are located at 101 Lindenwood Drive, Malvern, Pennsylvania. All of our current locations are leased and expire in varying years outlined below. All of our leased facilities are used for corporate functions, product development, sales, and other purposes. We believe our existing facilities are sufficient for our current and future needs. The Company also leases other small facilities on a short term basis which are not included in the table below.

Location |  | Approximate Monthly Base Rent |  | Lease Expiration |  | Approximate Size
Atlanta, Georgia |  | $38,000 - $44,000 |  | July 2029 |  | 15,300 sq. ft.
Malvern, Pennsylvania |  | $65,000 - $85,000 |  | March 2035 |  | 27,000 sq. ft.
Denver, Colorado(1) |  | $45,000 - $53,000 |  | December 2026 |  | 16,700 sq. ft.
River Falls, Wisconsin |  | $35,000 |  | November 2027 |  | 36,100 sq. ft.

(1) This office space location is no longer utilized by the Company and has been sub-leased.
Item 3. Legal Proceedings.
We are a party to litigation and other proceedings that arise in the ordinary course of our business. We establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change. Assessments of losses are inherently subjective and involve unpredictable factors. It is possible that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to the legal proceedings, claims and investigations.
Except as set forth in Note 18 - Commitments and contingencies to the consolidated financial statements in Part II, Item 8 of this Annual Report, we are not aware of any material pending legal or governmental proceedings as of the filing date of this Annual Report to which we are party, other than routine litigation incidental to our business.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is traded on The NASDAQ Global Market under the symbol “CTLP”. As of September 2, 2025, there were 436 h olders of record of our common stock an d 203 rec ord holders of the preferred stock. This number does not include stockholders for whom shares were held in a “nominee” or “street” name.
The holders of the common stock are entitled to receive such dividends as the Board of Directors of the Company may from time to time declare out of funds legally available for payment of dividends. Through the date hereof, no cash dividends have been declared on the Company’s common stock or preferred stock. No dividend may be paid on the common stock until all accumulated and unpaid dividends on the preferred stock have been paid. As of June 30, 2025, accumulated unpaid preferred stock dividends amounted to approximately $19.4 million. The preferred stock is also entitled to a liquidation preference over the common stock. As of June 30, 2025, the liquidation preference was approximately $23.3 million, inclusive of the $19.4 million unpaid dividends.
PERFORMANCE GRAPH
The following graph shows a comparison of the 5‑year cumulative total shareholder return for our common stock with The US Small-Cap Russell 2000® Index and the S&P 500 Information Technology Index in the United States. The graph assumes a $100 investment on June 30, 2020 in our common stock and in the Small-Cap Russell 2000® Index and the S&P 500 Information Technology Index, including reinvestment of dividends.
The Company was added as a member of the US Small-Cap Russell 2000® Index in June 2021. We have included the Small-Cap Russell 2000® Index replacing the Nasdaq Composite Index in our cumulative total return comparisons below, which reflects a change from the presentation in prior fiscal years.
COMPARISON OF 5‑YEAR CUMULATIVE TOTAL RETURN
Among Cantaloupe, Inc., The US Small-Cap Russell 2000® Index, and The S&P 500 Information Technology Index
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Total Return For: |  | Jun-20 |  | Jun-21 |  | Jun-22 |  | Jun-23 |  | Jun-24 |  | Jun-25
Cantaloupe, Inc. |  | $ | 100 |  |  | $ | 169 |  |  | $ | 80 |  |  | $ | 114 |  |  | $ | 94 |  |  | $ | 157 |
US Small-Cap Russell 2000® Index |  | $ | 100 |  |  | $ | 160 |  |  | $ | 119 |  |  | $ | 131 |  |  | $ | 142 |  |  | $ | 151 |
S&P 500 Information Technology Index |  | $ | 100 |  |  | $ | 141 |  |  | $ | 121 |  |  | $ | 168 |  |  | $ | 238 |  |  | $ | 271 |

The information in the performance graph is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act of 1934, as amended, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference into such a filing. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in this Annual Report, as well as the discussion under “Item 1A. Risk Factors.” For further discussion of the business, industry, our products and services, competitive strengths, and growth strategy, see “Item 1. Business.” Unless stated otherwise, the comparisons presented in this discussion and analysis refer to the year-over-year comparison of changes in our financial condition and results of operations as of and for the fiscal years ended June 30, 2025 and June 30, 2024. Discussion of fiscal year 2024 items and the year-over year comparison of changes in our financial condition and results of operations as of and for the fiscal years ended June 30, 2024 and June 30, 2023 can be found in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which was previously filed with the SEC on September 10, 2024.
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. Furthermore, the period-over-period comparison of our historical results is not necessarily indicative of the results that may be expected in the future.
OVERVIEW OF THE COMPANY
We are a global technology leader powering self-service commerce. We offer a comprehensive suite of solutions including micro-payment processing, self-checkout kiosks, mobile ordering, connected 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 34,896 customers in the U.S., U.K., EU countries, Australia, and Mexico.
Our fiscal year ends June 30. We generate revenue in multiple ways. For the fiscal year ended June 30, 2025, we derived approximately 59% of our revenue from transaction fees, 28% from subscription fees, and approximately 13% from equipment sales. Active Devices on our service include POS electronic payment devices, certified payment software, or the servicing of similar third-party installed POS terminals. Customers can obtain POS electronic payment devices from us in the following ways:
•purchasing devices directly from the Company or one of its authorized resellers;
•financing devices under the Company’s QuickStart Program, which are non-cancellable 60-months sales-type leases directly from the Company; 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 the Merger Agreement with 365 Retail Markets, Holdco, Holdco II and Merger Sub. Subject to the terms and conditions of the Merger Agreement, 365 Retail Markets has agreed to acquire the Company in exchange for the Merger Consideration. Upon the consummation of the Merger, we will cease to be a publicly traded company. 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 Merger is expected to close in the second half of calendar year 2025, subject to customary closing conditions, including the receipt of required regulatory approvals.
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 Company is currently evaluating the impact of the new legislation but does not expect it to have a material impact on the results of operations.
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Highlights
Highlights of the Company for the fiscal year ended June 30, 2025 are below:
•Revenues of $303 million, an increase of 13% year over year, led by higher transaction and subscription fees revenue.
•$3.4 billion in dollar volume of transactions for the year ended June 30, 2025 compared to $3.0 billion for the year ended June 30, 2024, an increase of $0.4 billion, or 13%.
•1.28 million Active Devices as of June 30, 2025 compared to 1.22 million as of June 30, 2024, an increase of approximately 57 thousand Active Devices, or 5%.
•34,896 Active Customers to our service as of June 30, 2025 compared to 31,466 as of June 30, 2024, an increase of 3,430 Active Customers, or 11%.
•We acquired SB Software, which is in the business of vending and coffee management in the U.K. The acquisition enhances Cantaloupe's operational capabilities and market reach in Europe.
•In August 2024, we launched Suites, a premium suite management system designed to streamline and enhance the hospitality suite experience at stadiums and venues. This new offering within Cantaloupe's Cheq platform, aims to redefine how venues manage premium suite pre-orders by providing a seamless, user-friendly solution for both suite owners and venue operators.
•In September 2024, we released a significant update to our Seed vending management system (VMS) platform which underscores our ongoing commitment to enhancing our core products and delivering exceptional user experience to our vending operators. The refreshed Seed platform offers a modernized user interface that is designed to improve usability and visual appeal. The update is optimized for mobile devices and enhances performance and stability.
•In October 2024, we launched our AdVantage program, which allows brands to engage with consumers through digital advertising on our point-of-sale (POS) touchscreen devices across the U.S. and Canada.
•In December 2024, we launched Smart Store. These are advanced, self-service retail solutions designed to address key issues such as labor shortages, theft and shrinkage, while maintaining a seamless consumer experience. Smart Stores work by unlocking after a customer presents payment at the POS. The customer then grabs the items, which are added to their cart, then completes the purchase by pressing "Pay" and walking away.
•In December 2024, we were selected by the San Jose Earthquakes, a Major League Soccer club, to be the POS technology solution and Cantaloupe’s Suites premium management system for all games and events at the stadium.
•In January 2025, we amended our outstanding credit facilities and entered into the 2025 Credit Facility. The 2025 Credit Facility provides for a $40 million secured term loan facility, a $30 million secured revolving credit, and a $30 million secured delayed draw term loan facility, taking our total borrowing capacity to $100 million.
•In January 2025, we launched Engage Pulse card readers for the arcade and amusement industry, which are designed to maximize revenue potential through a ladder pricing interface that allows players to pay once and then enjoy multiple plays. This feature enables the Engage Pulse to deliver a seamless consumer payment experience while increasing revenue for arcade and amusement operators.
•In January 2025, we held our annual user conference, Cantaloupe University, in Miami, Florida, where we showcased our latest technologies and provided two days of training and education around our entire platform and suite of products.
•In February 2025, we collaborated with Fundbox to launch Cantaloupe Capital, which provides small businesses with streamlined access to capital for expansion through equipment investments and flexible access to cash flow.
•In April 2025, we launched Go Micro, the industry's most affordable and versatile self-service micro market kiosk. The Go Micro offers all the essential features to successfully run a micro market.
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•In April 2025, we continued our thought-leadership initiatives, including the release of our 2025 Micropayment Trends Report, which studied micro payment trends (transactions less than $10) at food and beverage vending and at amusement machines throughout the United States and Canada in 2024.
•In May 2025, we showcased a full suite of Smart Retail innovations at the 2025 National Automatic Merchandising Association (NAMA) Show in Las Vegas, Nevada, highlighting the Go Micro kiosk and new Smart Aisle.
•In May, 2025, we entered into a partnership with Carnival Cruise Line to provide POS technology at Celebration Key.
•In June 2025, we entered into the Merger Agreement, pursuant to which we will to be acquired by 365 Retail Markets. See Note 21 - Subsequent Events.
MARKET CONDITIONS
The self-service industry is highly competitive with service providers ranging from well-established enterprises to early-stage companies within the financial technology and software services industries. The markets for our products and services are characterized by evolving industry standards, aggressive pricing, continuous innovation, and changing consumer trends. We believe the following macroeconomic conditions and specific industry trends and uncertainties are most likely to impact our financial results:
•Our ability to meet rising demand from the increased adoption of cashier-less models via vending machines, self-service kiosks, and mobile ordering as consumer preferences for use of faster, simpler and more seamless digital purchase and payment experiences continues to grow;
•Our ability to implement successful enhancements and new features for our products and services and to successfully target, acquire and integrate new businesses;
•The broader implications of the macroeconomic environment, including a potentially sustained deterioration in general economic conditions in the markets in which we operate, including as a result of supply chain disruptions, geopolitical conflicts (including the conflicts between Russia and Ukraine, Israel and Hamas, and Israel and Iran), political uncertainty, inflationary pressure, tariffs, elevated interest rates or interest rate fluctuations such as those that occurred recently; and
•Ongoing labor challenges and inflation drive increased utility of actionable operational business intelligence from new technologies like machine learning and AI to drive operational efficiencies and operational transparency through modern, cloud-based logistics and inventory management solutions.
For a further discussion of trends, uncertainties and other factors that could affect our business performance and our financial and operating results, see the section entitled “Risk Factors” in Item 1A.
KEY METRICS
The following table shows certain financial and non-financial data that management believes give readers insight into certain trends and relationships about the Company’s financial performance. We believe the metrics (Active Devices, Active Customers, Total Number of Transactions and Total Dollar Volume of Transactions) are useful in allowing management and readers to evaluate our strategy of driving growth in devices and transactions.
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.
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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 of Transactions and Total Dollar Volume of Transactions to evaluate the effectiveness of our new customer strategy and ability to leverage existing customers and partners.

| As of and for the years ended
| June 30, 2025 |  | June 30, 2024 |  | June 30, 2023
Devices: |  |  |  |  |
Active Devices (thousands) | 1,280 |  |  | 1,223 |  |  | 1,168 |
Customers: |  |  |  |  |
Active Customers | 34,896 |  |  | 31,466 |  |  | 28,584 |
Volumes: |  |  |  |  |
Total Number of Transactions (millions) | 1,199 |  |  | 1,144 |  |  | 1,096 |
Total Dollar Volume of Transactions (millions) | $ | 3,444 |  |  | $ | 3,038 |  |  | $ | 2,646 |
Subscription and transaction fees - Trailing 12 months (thousands) | $ | 263,128 |  |  | $ | 231,496 |  |  | $ | 200,223 |
Average revenue per unit (ARPU) | $ | 210.26 |  |  | $ | 193.64 |  |  | $ | 173.70 |

RESULTS OF OPERATIONS

| Year Ended June 30, | Change |  | Percent Change
($ in thousands) | 2025 |  | 2024 |  | 2025 v. 2024
Transaction fees | $ | 179,534 |  |  | $ | 156,166 |  |  | $ | 23,368 |  |  | 15.0 | %
Cost of transaction fees | 134,615 |  |  | 123,295 |  |  | 11,320 |  |  | 9.2 | %
Gross profit, transaction(1) | $ | 44,919 |  |  | $ | 32,871 |  |  | 12,048 |  |  | 36.7 | %
Gross margin, transaction | 25.0 | % |  | 21.0 | % |  | 4.0 | % |  |
Subscription fees | $ | 83,594 |  |  | $ | 75,331 |  |  | $ | 8,263 |  |  | 11.0 | %
Cost of subscription fees | 8,466 |  |  | 8,105 |  |  | 361 |  |  | 4.5 | %
Amortization(2) | 11,683 |  |  | 6,767 |  |  | 4,916 |  |  | 72.6 | %
Gross profit, subscription fees | $ | 63,445 |  |  | $ | 60,459 |  |  | 2,986 |  |  | 4.9 | %
Gross margin, subscription | 75.9 | % |  | 80.3 | % |  | (4.4) | % |  |
Equipment sales | $ | 39,420 |  |  | $ | 37,099 |  |  | $ | 2,321 |  |  | 6.3 | %
Cost of equipment sales | 35,643 |  |  | 34,545 |  |  | 1,098 |  |  | 3.2 | %
Gross profit, equipment(1) | $ | 3,777 |  |  | $ | 2,554 |  |  | 1,223 |  |  | 47.9 | %
Gross margin, equipment | 9.6 | % |  | 6.9 | % |  | 2.7 | % |  |
Total gross profit | $ | 112,141 |  |  | $ | 95,884 |  |  | $ | 16,257 |  |  | 17.0 | %
Total gross margin | 37.1 | % |  | 35.7 | % |  | 1.4 | % |  |

(1) The Company's internal-use software assets and developed technology assets are not associated with transaction fees and equipment revenue.
(2) Amortization of internal-use software assets and developed technology assets. For the year ended June 30, 2025, the Company recognized additional charges of $3.0 million, due to certain capitalized internal-use software is no longer expected to provide future economic benefits as a result of changes in business strategy and evolving technology initiatives.
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Revenues
Total revenues increased by $34.0 million, or 13%, from $268.6 million for the year ended June 30, 2024, to $302.5 million for the year ended June 30, 2025. The increase was attributable to a $23.4 million increase in transaction fees, an $8.3 million increase in subscription fees, and a $2.3 million increase in equipment sales.
The increase in transaction fees was primarily driven by increased average ticket items sold, increased average ticket price, increased processing volumes, and the acquisition Cheq, with an approximately 13% increase in total dollar volumes for the year ended June 30, 2025 compared to the prior fiscal year. There was also an increase in the total number of active devices relative to the prior fiscal year.
Our subscription fees increased approximately $8.3 million, or 11% for the year ended June 30, 2025 which is attributed to a continued focus of management to grow our recurring subscription services to our customer base and an increase in our active devices compared to last year as well as the acquisition of SB Software and Cheq.
Equipment revenue increased by $2.3 million primarily due to the increased sales of our Smart Stores product, which we launched in December 2024.
Costs of sales
Costs of sales increased $12.8 million for the year ended June 30, 2025 compared to the year ended June 30, 2024. The increase was attributed to a $11.3 million increase in cost of transaction fees, a $1.1 million increase in equipment costs, and a $0.4 million increase in cost of subscription fees. Cost of transaction fees increased primarily due to corresponding increases in transaction processing fee revenue and transaction processing volumes. Cost of equipment sales increased $1.1 million primarily due to increased equipment sales, in particular our new Smart Stores product.
Amortization
Amortization of internal-use software assets and developed technology assets increased $4.9 million for the year ended June 30, 2025 compared to the prior fiscal year, primarily as a result of certain capitalized internal-use software which is no longer expected to provide future economic benefits as a result of changes in business strategy and evolving technology initiatives and amortization of intangibles from the acquisitions of Cheq and SB Software.
Operating Expenses

| Year ended June 30, | Change |  | Percent Change
($ in thousands) | 2025 |  | 2024 |  | 2025 v. 2024
Sales and marketing | $ | 23,075 |  |  | $ | 20,310 |  |  | $ | 2,765 |  |  | 13.6 | %
Technology and product development | 17,449 |  |  | 16,532 |  |  | 917 |  |  | 5.5 | %
General and administrative | 44,075 |  |  | 41,395 |  |  | 2,680 |  |  | 6.5 | %
Investigation, proxy solicitation and restatement expenses, net of insurance recoveries | — |  |  | (1,522) |  |  | 1,522 |  |  | (100.0 | %)
Integration, acquisition, due diligence, and license application expenses | 1,018 |  |  | 1,197 |  |  | (179) |  |  | (15.0 | %)
Depreciation and amortization | 15,877 |  |  | 10,570 |  |  | 5,307 |  |  | 50.2 | %
Total operating expenses | $ | 101,494 |  |  | $ | 88,482 |  |  | $ | 13,012 |  |  | 14.7 | %

Total operating expenses. Operating expenses increased by $13.0 million, or 14.7%, for the year ended June 30, 2025 compared to the prior fiscal year. The change was primarily attributed to an increase of $2.7 million in general and administrative expenses, a $2.8 million increase in sales and marketing costs, a $5.3 million increase in depreciation and amortization, a $1.5 million increase in investigation, proxy solicitation and restatement expenses, and a $0.9 million increase in technology and product development expenses. This increase was partially offset by a $0.2 million decrease in Integration, acquisition, due diligence, and license application expenses. See further details within individual categories below.
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Sales and marketing. Sales and marketing expenses increased approximately $2.8 million for the year ended June 30, 2025 compared to the year ended June 30, 2024. The change was primarily due to an increased $1.4 million due to advertising and trade show expenses and higher sales and marketing employee personnel costs in the current year with a $1.1 million increase due to employee compensation and benefits. The increased personnel costs are to support our expanding business and service offerings in the United States and international markets. Sales and marketing increased by $0.3 million due to various other marketing expenses.
Technology and product development. Technology and product development expenses increased approximately $0.9 million for the year ended June 30, 2025 compared to the year ended June 30, 2024. The increase in the current year was driven by a $1.0 million increase in subscriptions and cloud hosting fees, a $0.1 million increase in compensation and benefits, offset by a $0.1 decrease in contractor expenses and a $0.1 decrease in various other technology and product development expenses.
General and administrative expenses. General and administrative expenses increased approximately $2.7 million for the year ended June 30, 2025 compared to the year ended June 30, 2024. This is due to a $3.2 million increase in compensation and benefits, $1.3 million smaller release in sales and use taxes reserves compared to the same period last year, a $0.9 increase in bad debt expense and $0.1 million in other general and administrative expenses. This is offset by a $2.7 million decrease in contractor expenses.
Investigation, proxy solicitation and restatement expenses, net of insurance recoveries. In April 2024, we agreed to a net settlement of approximately $1.5 million with a third-party insurance carrier related to the reimbursement of expenses associated with the 2019 Investigation. The settlement was recognized as a gain in our consolidated statement of operations for the year ended June 30, 2024. There were no investigation, proxy solicitation, restatement expenses or insurance recoveries for the year ended June 30, 2025.
Integration, acquisition, due diligence, and license application expenses. For the fiscal year ended June 30, 2025, the Company integration, acquisition, due diligence and license application expenses were $1.6 million from accounting, legal, investing banking advisors and consulting services for the successful completion of the SB acquisition and seller due diligence fees associated with the sale of the Company as described in Note 21 - Subsequent Events. This is offset by a $0.6 million decrease in the fair value of the contingent consideration. For the fiscal year ended June 30, 2024, the Company incurred professional service fees of $1.2 million from accounting, legal, investing banking advisors and consulting services for the successful completion of the Cheq acquisition, as well as post-acquisition costs associated with the integration process.
Depreciation and amortization. Depreciation and amortization expense increased $5.3 million for the year ended June 30, 2025 compared to the prior fiscal year as a result of certain capitalized internal-use software which is no longer expected to provide future economic benefits as a result of changes in business strategy and evolving technology initiatives. Depreciation and amortization expenses also increased due to the amortization of intangibles from the acquisitions of Cheq and SB Software.
Other (expense) income, Net

| Year ended June 30, | Change |  | Percent Change
($ in thousands) | 2025 |  | 2024 |  | 2025 v. 2024
Other (expense) income: |  |  |  |  |  |  |
Interest income | $ | 1,561 |  |  | $ | 1,969 |  |  | $ | (408) |  |  | (20.7 | %)
Interest expense | (2,769) |  |  | (2,934) |  |  | 165 |  |  | (5.6 | %)
Other income (expense), net | 1,059 |  |  | (226) |  |  | 1,285 |  |  | (568.6 | %)
Total other (expense) income, net | $ | (149) |  |  | $ | (1,191) |  |  | $ | 1,042 |  |  | (87.5 | %)

Other (expense) income, net
Total other expense, net for the fiscal year ended June 30, 2025 was $0.1 million, compared to an income of $1.2 million for the year ended June 30, 2024.
Interest income decreased $0.4 million primarily due to a decrease in the finance receivables balance associated with our equipment financing program. Our interest expense decreased $0.2 million primarily due to the modification of our long-term debt as described in Note 7 - Debt and Other Financing Arrangements.
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Other income (expense), net increased primarily due to realized and unrealized gains on 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
We define Adjusted Gross Profit 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.
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 June 30, 2025 and 2024:

| Year Ended June 30, |  | Change |  | Percent Change
($ in thousands) | 2025 |  | 2024 |  | 2025 v. 2024
Gross profit, transaction (GAAP) | $ | 44,919 |  |  | $ | 32,871 |  |  | $ | 12,048 |  |  | 36.7 | %
Gross margin, transaction (GAAP) | 25.0 | % |  | 21.0 | % |  | 4.0 | % |  |
Gross profit, subscription (GAAP) | 63,445 |  |  | 60,459 |  |  | 2,986 |  |  | 4.9 | %
Amortization(1) | 11,683 |  |  | 6,767 |  |  | 4,916 |  |  | 72.6 | %
Adjusted Gross Profit, subscription fees (non-GAAP) | $ | 75,128 |  |  | $ | 67,226 |  |  | $ | 7,902 |  |  | 11.8 | %
Adjusted Gross Margin, subscription fees (non-GAAP) | 89.9 | % |  | 89.2 | % |  |  |  |
Gross profit, equipment (GAAP) | $ | 3,777 |  |  | $ | 2,554 |  |  | $ | 1,223 |  |  | 47.9 | %
Gross margin, equipment (GAAP) | 9.6 | % |  | 6.9 | % |  | 2.7 | % |  |
Total Adjusted Gross Profit (non-GAAP) | $ | 123,824 |  |  | $ | 102,651 |  |  | $ | 21,173 |  |  | 20.6 | %
Total Adjusted Gross Margin (non-GAAP) | 40.9 | % |  | 38.2 | % |  |  |  |

(1) Amortization of internal-use software assets and developed technology assets. For the year ended June 30, 2025, the Company recognized additional charges of $3.0 million, due to certain capitalized internal-use software is no longer expected to provide future economic benefits as a result of changes in business strategy and evolving technology initiatives.
Total Adjusted Gross Margin (non-GAAP) was 40.9% for the year ended June 30, 2025, from 38.2% for the year ended June 30, 2024. The increase in Adjusted Gross Margin was primarily driven by an increase in our subscription fees revenue which is inherently a higher margin revenue stream. Additionally, our equipment sales gross margins improved from the prior fiscal year primarily driven by the diversification of our equipment sales and higher margins on certain micro market equipment.
Adjusted EBITDA
We define Adjusted EBITDA as U.S. GAAP net income before (i) interest income, (ii) interest expense, (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 (a) investigation, proxy solicitation and restatement expenses, net of insurance recoveries, (b) integration, acquisition, due diligence, and license application expenses, (c) costs as a result of auditor transitions, (d) severance, and (e) remediation expenses.
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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.
Below is a reconciliation of U.S. GAAP net income to Adjusted EBITDA for the fiscal years ended June 30, 2025 and 2024:

| Year ended June 30,
($ in thousands) | 2025 |  | 2024
Net income | $ | 64,533 |  |  | $ | 11,993 |
Less: interest income | (1,561) |  |  | (1,969) |
Plus: interest expense | 2,769 |  |  | 2,934 |
Plus: income tax (benefit) provision | (42,352) |  |  | 985 |
Plus: depreciation expense included in cost of sales for rentals | 1,923 |  |  | 1,634
Plus: depreciation and amortization expense in operating expenses | 15,877 |  |  | 10,570 |
EBITDA | 41,189 |  |  | 26,147 |
Plus: stock-based compensation (a) | 4,008 |  |  | 5,109 |
Plus: investigation, proxy solicitation and restatement expenses, net of insurance recoveries (b) | — |  |  | (1,522) |
Plus: integration, acquisition, due diligence, and license application expenses (c) | 1,018 |  |  | 1,197 |
Plus: auditor transition costs | 525 |  |  | — |
Plus: severance expenses (d) | — |  |  | 53 |
Plus: remediation expenses (e) | — |  |  | 2,976 |
Adjustments to EBITDA | 5,551 |  |  | 7,813 |
Adjusted EBITDA | $ | 46,740 |  |  | $ | 33,960 |

(a) We have excluded stock-based compensation, as it does not reflect our cash-based operations.
(b) We have excluded the costs and corresponding reimbursements related to the 2019 Investigation, because we believe that they represent charges that are not related to our core operations. During the year ended June 30, 2024, we received $1.5 million in insurance reimbursement for legal fees and expenses incurred in connection with the 2019 Investigation. Accordingly, Adjusted EBITDA contains a negative adjustment.
(c) We have excluded expenses incurred in connection with business acquisitions as it does not represent recurring costs or charges related to our core operations. We have also excluded expenses incurred associated with the acquisition of the Company as described in Note 21 - Subsequent Events and one-time license applications fees.
(d) Consists of expenses incurred in connection with non-recurring severance charges related to work force reduction.
(e) Consists of expenses incurred in connection with fully remediating previously identified material weaknesses in our internal control over financial reporting.
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LIQUIDITY AND CAPITAL RESOURCES
Merger with 365 Retail Markets
The Merger Agreement with 365 Retail Markets imposes certain limitations on how we conduct our business during the period between the execution of the Merger Agreement and the effective time of the Merger, including limitations on our ability to, among other things, engage in certain acquisitions, incur indebtedness or issue or sell new debt securities.
Sources and Uses of Cash
Historically, we have financed our operations primarily through cash from operating activities, debt financings, and equity issuances. Our primary sources of capital available are cash and cash equivalents on hand of $51.1 million as of June 30, 2025 and the cash that we expect to be provided by operating activities.
We believe that our current financial resources will be sufficient to fund its current twelve-month operating budget from the date of issuance of these 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 provided by operating activities
Net cash provided by operating activities was $20.3 million for the year ended June 30, 2025 compared to $27.7 million for the year ended June 30, 2024. We recognized $64.5 million in net income offset by $18.4 million in non-cash operating charges and $25.8 million cash utilized in working capital accounts.
The change in working capital was primarily driven by a $25.0 million decrease in accounts payable and accrued expenses, a $4.6 million increase in prepaid and other current assets, and a $4.6 million increase in inventory, offset by a $4.7 million decrease in accounts receivable, a $4.8 million decrease in finance receivables and a $1.3 million increase in operating lease liabilities. The increase in inventory was a result of the Company expansion plans in Mexico and the U.K. The decrease in accounts payable and accrued expenses as well as the decrease in accounts receivable is primarily due to the timing of merchant accounts in processing at year end compared to the prior fiscal year.
Non-cash operating charges for the year ended June 30, 2025 primarily consisted of the release of our deferred income tax valuation allowance, depreciation of property and equipment, amortization of our intangible assets, stock-based compensation, and provisions for expected losses.
Net cash used in investing activities
Net cash used in investing activities was $28.1 million for the year ended June 30, 2025 compared to $18.6 million in the prior fiscal year. We paid $11.1 million in cash for business acquisitions during the year ended June 30, 2025, compared to $3.7 million for the year ended June 30, 2024. We invested $17.0 million in capital expenditures as the Company focuses on investing in innovative technologies and products, and increasing rental devices enrolled in the Company's Cantaloupe One program compared to $14.9 million for the year ended June 30, 2024.
Net cash provided by (used in) financing activities
Net cash provided by financing activities was less than $0.1 million for the year ended June 30, 2025, which was the result of $0.7 million in deferred consideration associated with the Cheq acquisition offset by proceeds from the exercise of common stock options. In fiscal year 2024, net cash used in financing activities was $1.1 million which was primarily principal payments on the Company's long-term debt.
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CONTRACTUAL OBLIGATIONS
As of June 30, 2025, the Company had certain contractual obligations due over a period of time as summarized in the following table:

|  | Payments Due by Fiscal Year
($ in thousands) |  | Total |  | Less than 1 year |  | 1-3 years |  | 3-5 years |  | More than 5 years
Debt and financing obligations (a) |  | $ | 47,802 |  |  | $ | 2,296 |  |  | $ | 6,765 |  |  | $ | 38,741 |  |  | $ | — |
Operating lease obligations (b) |  | 13,560 |  |  | 2,442 |  |  | 3,903 |  |  | 2,471 |  |  | 4,744 |
Total contractual obligations |  | $ | 61,362 |  |  | $ | 4,738 |  |  | $ | 10,668 |  |  | $ | 41,212 |  |  | $ | 4,744 |

(a) Our debt and financing obligations include both principal and interest obligations. As of June 30, 2025, an interest rate of 7.14% was used to compute the amount of the contractual obligations for interest on the JPMorgan Credit Agreement. See Note 7 - Debt and Other Financing Arrangements to the consolidated financial statements for further information.
(b) Operating lease obligations represent our undiscounted operating lease liabilities as of June 30, 2025. See Note 6 - Leases to the consolidated financial statements for further information.
CRITICAL ACCOUNTING ESTIMATES
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”, "GAAP"), and they conform to general practices in our industry. The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and strategic or economic assumptions may prove inaccurate or subject to variations and may significantly affect our reported results and financial position for the period or in future periods. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on our future financial condition and results of operations. We apply critical accounting estimates consistently from period to period and intend that any change in methodology occur in an appropriate manner.
Accounting estimates currently deemed critical to our business operations and the understanding of our results of operations are listed below. For a detailed discussion on the application of these and other accounting estimates, see Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements included in this Annual Report.
Revenue Recognition. The Company derives revenue primarily from the sale or lease of equipment and services to the small ticket, unattended POS market.
The Company’s application of the accounting principles in U.S. GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Complex arrangements may require significant judgment in contract interpretation to determine the appropriate accounting.
The Company assesses the goods and/or services promised in each customer contract and separately identifies a performance obligation for each promise to transfer to the customer a distinct good or service. The Company then allocates the transaction price to those performance obligations in the contract using relative standalone selling prices where applicable. The Company determines standalone selling prices based on the price at which a good or service is sold separately. If the standalone selling price is not observable through historic data, the Company estimates the standalone selling price by considering all reasonably available information, including market data, trends, as well as other company- or customer-specific factors.
Certain contracts require significant contract interpretation to determine appropriate accounting due to complex arrangements with nonstandard contract terms. In particular, the determination of whether the Company is principal (gross revenue) or agent (net revenue) in a transaction can require significant judgment. A change in this judgment could result in a significant reduction in the Company's revenues, but no impact to the Company's net income. Certain contracts also require significant judgment related to the relative standalone selling prices and the allocation to equipment and subscription services. A change in these judgments could result in a significant change in the timing of the Company's revenue recognition.
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Capitalization of internal-use soft ware and cloud computing arrangements. We have significant expenditures associated with the technological maintenance and improvement of our network and technology offerings. These expenditures include both the cost of internal employees, who spend portions of their time on various technological projects, and the use of external temporary labor and consultants. Capitalization of internal-use software occurs when we have completed the preliminary project stage, management authorizes the project, management commits to funding the project, it is probable the project will be completed and the project will be used to perform the function intended. We are required to assess these expenditures and make a determination as to whether the costs should be expensed as incurred or are subject to capitalization. In making these determinations, we consider the stage of the development project, the probability of successful development and if the development is resulting in increased features and functionality. In addition, if we determine that a project qualifies for capitalization, the amount of capitalization is subject to various estimates, including the amount of time spent on the development work and the cost of internal employees and external consultants. Internal-use software is included within Property and equipment, net on our Consolidated Balance Sheets and is amortized over its estimated useful life, which is typically 3 to 7 years.
We capitalize certain costs related to hosting arrangements that are service contracts (cloud computing arrangements) following the internal-use software capitalization criteria described above. Our cloud computing arrangements involve services we use to support internal corporate functions, our platforms and technology offerings. Capitalized costs relating to cloud computing arrangements are included within Prepaid expenses and other current assets or Other assets on our Consolidated Balance Sheets and are amortized on a straight-line basis over the estimated useful life, which is typically 3 to 5 years.
Significant judgments include whether a project qualifies for capitalization, whether costs incurred directly relate to a project, and the stage of the project's development. There have been no changes in the Company's capitalization judgments.
Business Combinations. The Company allocates the acquisition purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates. The excess of total consideration over the fair values of the assets acquired and the liabilities assumed is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets. We engage a third-party valuation firm to assist in establishing the fair value of the acquired intangible assets. We may adjust certain fair value estimates deemed provisional as of the acquisition date during the measurement period upon which we may obtain additional information needed to identify and more accurately measure the consideration transferred, assets acquired, and liabilities assumed.
Income Taxes. The carrying values of deferred income tax assets and liabilities reflect the application of our income tax accounting policies in accordance with applicable accounting standards and are based on management’s assumptions and estimates regarding future operating results and levels of taxable income, as well as management’s judgment regarding the interpretation of the provisions of applicable accounting standards. The carrying values of liabilities for income taxes currently payable are based on management’s interpretations of applicable tax laws and incorporate management’s assumptions and judgments regarding the use of tax planning strategies in various taxing jurisdictions.
We evaluate the recoverability of these deferred tax assets by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income inherently rely heavily on estimates. We use our historical experience and our short and long-term business forecasts to provide insight. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established.
As the Company has recently been profitable, significant judgment is involved in determining if and when the Company's valuation allowance could be released as well as the amount of the release (full or partial). Federal and state net operating loss carryforwards were reserved with a full valuation allowance for the years ended June 30, 2024 and 2023 because, based on the available evidence, the Company believed it is more likely than not that we would not be able to utilize those deferred tax assets in the future. During the year ended June 30, 2025, the Company determined that sufficient evidence existed to release our valuation allowance against federal and most state deferred tax assets. See Note 13 - Income Taxes. If the actual amounts of taxable income differ from our estimates, the amount of our valuation allowance could be materially impacted.
Sales tax reserve. The Company has recorded estimated liabilities for current and historical sales taxes, which are included in accrued expenses in the Consolidated Balance Sheets. On a quarterly basis, the Company accrues interest on the unpaid balance. The estimated liability is adjusted upon the payment of sales tax related to the accrual, the changes in state tax laws that may impact the accrual and the expiration of the statute of limitations for open years under review.
Significant judgment is inherent in the methodology utilized to determine the historical sales tax reserve. The liability includes significant judgments and estimates that may change in the future, and the actual liability may be different from our current estimate.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As of June 30, 2025 we are exp osed 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 June 30, 2025, we have $39.0 million total outstanding borrowings under the 2025 Credit Facility, an increase of 100 basis points in SOFR Rate would result in a change in interest expense of $0.4 million on our consolidated financial statements.
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 changes related to our money market funds is not material. We have no freestanding derivative instruments as of June 30, 2025.
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Item 8. Financial Statements and Supplementary Data.
CANTALOUPE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements: |
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP, Atlanta, GA, PCAOB ID#34) | 43
Report of Independent Registered Public Accounting Firm (BDO US, P.C., Richmond, VA, PCAOB ID# 243) | 45
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm on Internal Control over Financial Reporting | 46
Consolidated Balance Sheets | 47
Consolidated Statements of Operations | 48
Consolidated Statements of Comprehensive Income | 49
Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity | 50
Consolidated Statements of Cash Flows | 51
Notes to Consolidated Financial Statements | 52

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Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Cantaloupe, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cantaloupe, Inc. and subsidiaries (the "Company") as of June 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, convertible preferred stock and shareholders’ equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 8, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Refer to Notes 2 and 11 to the financial statements
Critical Audit Matter Description
The Company provides an end-to-end cashless payment solution which integrates hardware, software, and payment processing in self-service commerce. The Company has determined that the sale or sales-type lease of hardware represents a separate performance obligation, the majority of which is satisfied at a point in time as equipment is delivered to the customer. Software and other services represent a separate performance obligation which is generally satisfied over time as the services are delivered to the customer. Payment processing services (or “cashless services”) represent a single performance obligation, which is a combination of services provided to the customer for the ability to accept cashless payments. The single performance obligation is determined to be a stand-ready obligation to process payments on behalf of customers, which is satisfied over time in daily increments. The Company’s customers are generally contracting for integrated cashless services in connection with purchasing or leasing unattended point of sale devices.
We identified the determination of performance obligations within revenue contracts as a critical audit matter given the judgment required to determine whether any unusual and/or complex terms within contracts impact the identification of performance obligations and are evaluated appropriately. A high degree of auditor judgment was required to evaluate the Company's identification of performance obligations in revenue contracts.
43

How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s revenue recognition included the following, among others:
•We selected a sample of revenue contracts, and obtained and evaluated underlying source documents relevant to the identification of performance obligations.
•We evaluated whether the performance obligations were appropriately identified in each of the selected revenue contracts.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
September 8, 2025
We have served as the Company's auditor since 2023.
44

Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Cantaloupe, Inc.
Malvern, Pennsylvania
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of operations, convertible preferred stock and shareholders’ equity, and cash flows of Cantaloupe, Inc. (the “Company”) for the year ended June 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations for the year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ BDO USA, P.C.
We have served as the Company's auditor from 2019 to 2023.
Richmond, Virginia
September 25, 2023
45

Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Cantaloupe, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Cantaloupe, Inc. and subsidiaries (the “Company”) as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025 based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2025, of the Company and our report dated September 8, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
September 8, 2025
46

Cantaloupe, Inc.
Consolidated Balance Sheets

| As of June 30,
($ in thousands, except share data) | 2025 |  | 2024
Assets |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 51,146 |  |  | $ | 58,920 |
Accounts receivable, net | 37,927 |  |  | 43,848 |
Finance receivables, net | 5,422 |  |  | 6,391 |
Inventory | 45,703 |  |  | 40,791 |
Prepaid expenses and other current assets | 12,727 |  |  | 7,844 |
Total current assets | 152,925 |  |  | 157,794 |
Non-current assets: |  |  |
Finance receivables, net | 5,750 |  |  | 10,036 |
Property and equipment, net | 39,125 |  |  | 34,029 |
Operating lease right-of-use assets | 7,735 |  |  | 7,986 |
Intangibles, net | 23,331 |  |  | 24,626 |
Goodwill | 103,222 |  |  | 94,903 |
Deferred income taxes, net | 43,253 |  |  | — |
Other assets | 6,517 |  |  | 6,194 |
Total non-current assets | 228,933 |  |  | 177,774 |
Total assets | $ | 381,858 |  |  | $ | 335,568 |
Liabilities, convertible preferred stock, and shareholders’ equity |  |  |
Current liabilities: |  |  |
Accounts payable | $ | 58,741 |  |  | $ | 78,895 |
Accrued expenses | 19,748 |  |  | 24,008 |
Current obligations under long-term debt | 1,917 |  |  | 1,266 |
Deferred revenue | 1,990 |  |  | 1,726 |
Total current liabilities | 82,396 |  |  | 105,895 |
Long-term liabilities: |  |  |
Deferred income taxes, net | — |  |  | 466 |
Long-term debt | 36,746 |  |  | 36,284 |
Other noncurrent liabilities | 8,965 |  |  | 8,457 |
Total long-term liabilities | 45,711 |  |  | 45,207 |
Total liabilities | 128,107 |  |  | 151,102 |
Commitments and contingencies (Note 18) |  |  |
Convertible preferred stock: |  |  |
Series A convertible preferred stock, 900,000 shares authorized, 385,782 and 385,782 issued and outstanding, with liquidation preferences of $23,301 and $22,722 at June 30, 2025 and 2024, respectively | 2,720 |  |  | 2,720 |
Shareholders’ equity: |  |  |
Common stock, no par value, 640,000,000 shares authorized, 73,289,054 and 72,935,497 shares issued and outstanding at June 30, 2025 and 2024, respectively | — |  |  | — |
Additional paid-in capital | 486,759 |  |  | 482,329 |
Accumulated deficit | (235,926) |  |  | (300,459) |
Accumulated other comprehensive income (loss) | 198 |  |  | (124) |
Total shareholders’ equity | 251,031 |  |  | 181,746 |
Total liabilities, convertible preferred stock, and shareholders’ equity | $ | 381,858 |  |  | $ | 335,568 |

See accompanying notes to consolidated financial statements.
47

Cantaloupe, Inc.
Consolidated Statements of Operations

| Year ended June 30,
($ in thousands, except shares and per share data) | 2025 |  | 2024 |  | 2023
Revenues: |  |  |  |  |
Subscription and transaction fees | $ | 263,128 |  |  | $ | 231,497 |  |  | $ | 200,223 |
Equipment sales | 39,420 |  |  | 37,099 |  |  | 43,418 |
Total revenues | 302,548 |  |  | 268,596 |  |  | 243,641 |
Costs of sales (exclusive of certain depreciation and amortization): |  |  |  |  |
Cost of subscription and transaction fees | 143,081 |  |  | 131,400 |  |  | 119,715 |
Cost of equipment sales | 35,643 |  |  | 34,545 |  |  | 42,690 |
Total costs of sales | 178,724 |  |  | 165,945 |  |  | 162,405 |
Operating expenses: |  |  |  |  |
Sales and marketing | 23,075 |  |  | 20,310 |  |  | 12,427 |
Technology and product development | 17,449 |  |  | 16,532 |  |  | 20,726 |
General and administrative | 44,075 |  |  | 41,395 |  |  | 36,926 |
Investigation, proxy solicitation and restatement expenses, net of insurance recoveries | — |  |  | (1,522) |  |  | (362) |
Integration, acquisition, due diligence, and license application expenses | 1,018 |  |  | 1,197 |  |  | 3,141 |
Depreciation and amortization | 15,877 |  |  | 10,570 |  |  | 7,618 |
Total operating expenses | 101,494 |  |  | 88,482 |  |  | 80,476 |
Operating income | 22,330 |  |  | 14,169 |  |  | 760 |
Other (expense) income: |  |  |  |  |
Interest income | 1,561 |  |  | 1,969 |  |  | 2,515 |
Interest expense | (2,769) |  |  | (2,934) |  |  | (2,326) |
Other income (expense), net | 1,059 |  |  | (226) |  |  | (135) |
Total other (expense) income, net | (149) |  |  | (1,191) |  |  | 54 |
Income before income taxes | 22,181 |  |  | 12,978 |  |  | 814 |
Benefit from (provision for) income taxes | 42,352 |  |  | (985) |  |  | (181) |
Net income | 64,533 |  |  | 11,993 |  |  | 633 |
Preferred dividends | (578) |  |  | (578) |  |  | (623) |
Net income applicable to common shares | $ | 63,955 |  |  | $ | 11,415 |  |  | $ | 10 |
Net earnings per common share |  |  |  |  |
Basic | $ | 0.87 |  |  | $ | 0.16 |  |  | $ | — |
Diluted | $ | 0.86 |  |  | $ | 0.15 |  |  | $ | — |

See accompanying notes to consolidated financial statements.
48

Cantaloupe, Inc.
Consolidated Statements of Comprehensive Income

|  | Year ended June 30,
($ in thousands) |  | 2025 |  | 2024 |  | 2023
Net income |  | $ | 64,533 |  |  | $ | 11,993 |  |  | $ | 633 |
Foreign currency translation adjustments |  | 322 |  |  | (124) |  |  | — |
Other comprehensive income (loss) |  | 322 |  |  | (124) |  |  | — |
Total comprehensive income |  | $ | 64,855 |  |  | $ | 11,869 |  |  | $ | 633 |

49

Cantaloupe, Inc.
Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity

($ in thousands, except share data) |  | Convertible Preferred Stock |  |  | Common Stock |  | Additional Paid-in Capital |  | Accumulated Deficit |  | Accumulated Other Comprehensive Income (Loss) |  | Total Shareholders' Equity
| Shares |  | Amount |  |  | Shares |  | Amount |  |  |  |
Balance, June 30, 2022 |  | 445,063 |  |  | $ | 3,138 |  |  |  | 71,188,053 |  |  | $ | — |  |  | $ | 469,918 |  |  | $ | (313,085) |  |  | $ | — |  |  | $ | 156,833 |
Stock-based compensation |  | — |  |  | — |  |  |  | — |  |  | — |  |  | 4,633 |  |  | — |  |  | — |  |  | 4,633 |
Vesting of restricted stock |  | — |  |  | — |  |  |  | 235,491 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Repurchase of Series A convertible preferred stock |  | (59,281) |  |  | (418) |  |  |  | — |  |  | — |  |  | (1,733) |  |  | — |  |  | — |  |  | (1,733) |
Common stock issued for acquisition |  | — |  |  | — |  |  |  | 1,240,920 |  |  | — |  |  | 4,506 |  |  | — |  |  | — |  |  | 4,506 |
Net Income |  | — |  |  | — |  |  |  | — |  |  | — |  |  | — |  |  | 633 |  |  | — |  |  | 633 |
Balance, June 30, 2023 |  | 385,782 |  |  | $ | 2,720 |  |  |  | 72,664,464 |  |  | — |  |  | 477,324 |  |  | (312,452) |  |  | — |  |  | 164,872 |
Stock-based compensation |  | — |  |  | — |  |  |  | — |  |  | — |  |  | 4,890 |  |  | — |  |  | — |  |  | 4,890 |
Vesting of restricted stock |  | — |  |  | — |  |  |  | 252,699 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Exercise of stock options |  | — |  |  | — |  |  |  | 18,334 |  |  | — |  |  | 115 |  |  | — |  |  | — |  |  | 115 |
Other comprehensive loss |  | — |  |  | — |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (124) |  |  | (124) |
Net income |  | — |  |  | — |  |  |  | — |  |  | — |  |  | — |  |  | 11,993 |  |  | — |  |  | 11,993 |
Balance, June 30, 2024 |  | 385,782 |  |  | 2,720 |  |  |  | 72,935,497 |  |  | — |  |  | 482,329 |  |  | (300,459) |  |  | (124) |  |  | 181,746 |
Stock-based compensation |  | — |  |  | — |  |  |  | — |  |  | — |  |  | 3,656 |  |  | — |  |  | — |  |  | 3,656 |
Vesting of restricted stock |  | — |  |  | — |  |  |  | 242,557 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Exercise of stock options |  | — |  |  | — |  |  |  | 111,000 |  |  | — |  |  | 774 |  |  | — |  |  | — |  |  | 774 |
Other comprehensive income |  | — |  |  | — |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 322 |  |  | 322 |
Net income |  | — |  |  | — |  |  |  | — |  |  | — |  |  | — |  |  | 64,533 |  |  | — |  |  | 64,533 |
Balance, June 30, 2025 |  | 385,782 |  |  | $ | 2,720 |  |  |  | 73,289,054 |  |  | $ | — |  |  | $ | 486,759 |  |  | $ | (235,926) |  |  | $ | 198 |  |  | $ | 251,031 |

See accompanying notes to consolidated financial statements.
50

Cantaloupe, Inc.
Consolidated Statements of Cash Flows

| Year ended June 30,
($ in thousands) | 2025 |  | 2024 |  | 2023
Cash flows from operating activities: |  |  |  |  |
Net income | $ | 64,533 |  |  | $ | 11,993 |  |  | $ | 633 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |
Stock-based compensation | 4,008 |  |  | 5,109 |  |  | 4,737 |
Amortization of debt issuance costs and discounts | 223 |  |  | 124 |  |  | 128 |
Provision for expected losses | 2,277 |  |  | 3,861 |  |  | 5,815 |
Provision for inventory reserve | 280 |  |  | 240 |  |  | 280 |
Depreciation and amortization | 17,800 |  |  | 12,204 |  |  | 8,807 |
Property and equipment write-off | — |  |  | 601 |  |  | 364 |
Noncash lease expense | 1,543 |  |  | 1,246 |  |  | — |
Deferred income taxes | (43,719) |  |  | — |  |  | — |
Other | (804) |  |  | 192 |  |  | (116) |
Changes in operating assets and liabilities: |  |  |  |  |
Accounts receivable | 4,665 |  |  | (18,542) |  |  | 4,960 |
Finance receivables | 4,782 |  |  | 3,712 |  |  | (32) |
Inventory | (4,559) |  |  | (9,447) |  |  | (10,387) |
Prepaid expenses and other assets | (4,628) |  |  | (4,035) |  |  | (180) |
Accounts payable and accrued expenses | (25,033) |  |  | 21,131 |  |  | (458) |
Other noncurrent liabilities | (1,264) |  |  | (651) |  |  | (133) |
Deferred revenue | 236 |  |  | 7 |  |  | (226) |
Net cash provided by operating activities | 20,340 |  |  | 27,745 |  |  | 14,192 |
Cash flows from investing activities: |  |  |  |  |
Capital expenditures | (17,003) |  |  | (14,935) |  |  | (16,151) |
Acquisition of business, net of cash acquired | (11,132) |  |  | (3,701) |  |  | (35,714) |
Net cash used in investing activities | (28,135) |  |  | (18,636) |  |  | (51,865) |
Cash flows from financing activities: |  |  |  |  |
Proceeds from long-term debt, net of issuance costs | 38,960 |  |  | — |  |  | 25,000 |
Repayment of long-term debt | (38,625) |  |  | (954) |  |  | (1,270) |
Contingent consideration paid for acquisition | (673) |  |  | — |  |  | (1,000) |
Repurchase of Series A Convertible Preferred Stock | — |  |  | — |  |  | (2,151) |
Payment of employee taxes related to stock-based compensation | (351) |  |  | (219) |  |  | (104) |
Proceeds from exercise of common stock options | 731 |  |  | 115 |  |  | — |
Net cash provided by (used in) financing activities | 42 |  |  | (1,058) |  |  | 20,475 |
Effect of currency exchange rate changes on cash and cash equivalents | (21) |  |  | (58) |  |  | — |
Net increase (decrease) in cash and cash equivalents | (7,774) |  |  | 7,993 |  |  | (17,198) |
Cash and cash equivalents at beginning of year | 58,920 |  |  | 50,927 |  |  | 68,125 |
Cash and cash equivalents at end of year | $ | 51,146 |  |  | $ | 58,920 |  |  | $ | 50,927 |
Supplemental disclosures of cash flow information: |  |  |  |  |
Interest paid in cash | $ | 2,693 |  |  | $ | 3,656 |  |  | $ | 2,641 |
Income taxes paid in cash | $ | 751 |  |  | $ | 223 |  |  | $ | 61 |
Common stock issued in business combination (non-cash financing activity) | $ | — |  |  | $ | — |  |  | $ | 4,506 |

See accompanying notes to consolidated financial statements.
51

Cantaloupe, Inc.
Notes to Consolidated Financial Statements
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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND PREPARATION
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") on a going concern basis. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included.
The Company's operations constitute a single operating and reporting segment. Operating segments are defined as components of an enterprise for which discrete financial information is available and is evaluated regularly by the chief operating decision maker, or CODM, in deciding how to allocate resources and assess performance. Our CODM is our Chief Executive Officer who reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance.
The Company has operations in the United States, Mexico and the U.K. The functional currencies of our foreign wholly-owned subsidiaries are the local currency. We translate the financial statements of these subsidiaries into U.S. dollars each reporting period for purposes of consolidation. Assets and liabilities are translated at the period-end currency exchange rates, certain equity accounts are translated at historical exchange rates and income and expense amounts are translated at average currency exchange rates in effect for the period. The effect of these translation adjustments are reported in Accumulated other comprehensive income (loss) on the Consolidated Statements of Convertible Preferred Stock and Shareholders' Equity.
Gains and losses on transactions denominated in currencies other than the functional currency are included in Other (expense) income, net in the Consolidated Statement of Operations for the years ended June 30, 2025, 2024, and 2023.
Consolidated Statements of Operations: Cost of Sales
Below is a brief description of the various categories within cost of sales:
•Cost of subscription and transaction fees: Cost of subscription and transaction fees consist of third-party transaction processing fees, interchange fees, and network service fees. Cost of subscription and transaction fees also includes depreciation expense associated with our Cantaloupe One rental equipment program.
•Cost of equipment sales: Cost of equipment sales consist primarily of direct costs to acquire finished goods, or for certain products material to fabricate our equipment, as well as freight, taxes, and other inventory acquisition costs.
52

Consolidated Statements of Operations: Operating expenses
Below is a brief description of the various categories within operating expenses:
•Sales and marketing: Sales and marketing expenses consist primarily of our sales and marketing team personnel costs. In addition, this category includes fees paid for advertising, trade shows and external consultants who assist in outreach initiatives designed to build brand awareness and showcase the value of our products and services to our opportunity markets.
•Technology and product development: Technology and product development expenses consist primarily of our technology and product team personnel costs and fees paid to external consultants relating to innovating and maintaining our portfolio of products and services and strengthening our network environment and platform. These costs include but are not limited to engineering, platform and software development, fees for software licenses, contract labor and other technology and product related items that are not eligible for capitalization.
•General, and administrative: General and administrative expenses consist primarily of our customer support, business operations, finance, legal, human resources and other administrative personnel costs and fees paid to external consultants for these respective departments. In addition, this category includes rent and occupancy costs and other miscellaneous costs incurred in the course of operating the business.
•Investigation, proxy solicitation, and restatement expenses, net of insurance recoveries: In fiscal year 2019, the Audit Committee, with the assistance of independent legal and forensic accounting advisors, conducted an internal investigation of then-current and prior period matters relating to certain of the Company’s contractual arrangements, including the accounting treatment, financial reporting and internal controls related to such arrangements (the “2019 Investigation”). The Company and former officers incurred additional legal expenses for these periods offset by certain recoveries from insurance policy claims.
•Integration, acquisition, due diligence and license application: Integration, acquisition, due diligence, and license application expenses consist primarily of professional services fees including accounting, legal and investing banking advisory fees incurred in connection with acquisitions and post-acquisition integrations. See Note 10 - Acquisitions to the consolidated financial statements for further information.
•Depreciation and amortization: Depreciation expense on our property and equipment, amortization of capitalized internal-use software development costs, and amortization expense on our intangible assets are included within the Depreciation and amortization caption in the Consolidated Statements of Operations. Depreciation on property and equipment used for rentals is included in Cost of subscription and transaction fees as described above.
USE OF ESTIMATES
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates these estimates on an ongoing basis.
Estimates, judgments, and assumptions in these consolidated financial statement 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, evaluation of goodwill and long-lived assets impairment, allowances for accounts and finance receivables, inventory reserves, loss contingencies, income taxes, and sales tax reserves.
CASH AND CASH EQUIVALENTS
Cash equivalents represent all highly liquid investments with original maturities of three months or less from time of purchase. Cash equivalents are comprised of money market funds. The Company maintains its cash in bank deposit accounts where accounts may exceed federally insured limits at times. The Company deems this credit risk not to be significant as cash is held at well-capitalized financial institutions.
53

ACCOUNTS RECEIVABLE
Accounts receivable include amounts due to the Company for sales of equipment, other amounts due from customers, merchant service receivables which are receivables due from credit card processors, and unbilled amounts due from customers, net of the allowance for uncollectible accounts. See "Allowance for Accounts and Finance Receivables" section below for details.
FINANCE RECEIVABLES
The Company offers extended payment terms to certain customers for equipment sales primarily under its Quick Start Program. Agreements under the Quick Start Program are accounted for as sales-type leases. Accordingly, the discounted future minimum lease payments are classified as finance receivables current and non-current in the Company’s Consolidated Balance Sheets based on whether the balances due within the next 12 months. Finance receivables or Quick Start leases are generally for a sixty-month term. The Company recognizes a portion of the lease payments as Interest income on the Consolidated Statements of Operations based on the effective interest rate method.
ALLOWANCE FOR ACCOUNTS AND FINANCE RECEIVABLES
The Company maintains lifetime expected loss allowances for accounts and finance receivables based on historical experience of payment performance, current conditions of the customer, which is generally less than one year for accounts receivable and five years for finance receivables. We estimate our allowance using an aging analysis (days past due status) of the receivables balances that is primarily based on historical loss experience. Additionally, current conditions are analyzed to determine if the allowance calculation needs to be adjusted further for any qualitative factors impacting a customer’s ability to meet its financial obligations that is not already reflected through the historical loss analysis. The Company writes off finance receivable balances against the allowance for credit losses when management determines the balance is uncollectible and the Company ceases collection efforts. The provision for expected credit losses relating to accounts receivable and finance receivable balances is recorded within General and administrative expenses in the Consolidated Statements of Operations.
The Company writes off accounts and finance receivables balances when management determines the balance is uncollectible and the Company ceases collection efforts.
INVENTORY
Inventory consists primarily of finished goods. The company's inventories are valued at the lower of cost or net realizable value, using a weighted-average cost method.
The Company establishes reserves for slow-moving inventory based upon quality considerations including potential changes in technological standards, historical usage and assumptions about future demand based on market conditions. The reserve is recorded within Cost of equipment sales in our Consolidated Statements of Operations. The inventory reserve was $2.4 million and $2.2 million as of June 30, 2025 and 2024, respectively.
PROPERTY AND EQUIPMENT, NET
Property and equipment, which primarily consists of computer equipment and software and leased equipment, are recorded at either cost or, in the instance of an acquisition, the estimated fair value on the date of the acquisition, and are depreciated on a straight-line basis over the estimated useful lives of the related assets. Capitalized internal-use software is amortized on the straight-line basis over the estimated useful lives of the software. Leasehold improvements are amortized on the straight-line basis over the lesser of the estimated useful life of the asset or the respective lease term. Depreciation expense on our property and equipment, excluding property and equipment used for rentals, is included in Depreciation and amortization in the Consolidated Statements of Operations. Depreciation expense on our property and equipment used for rentals is included in Cost of subscription and transaction fees in the Consolidated Statements of Operations. Additions and improvements that extend the estimated lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred.
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GOODWILL
The Company’s goodwill represents the excess of cost over fair value of the net assets purchased in acquisitions. We test goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that impairment may have occurred. Goodwill is reviewed for impairment utilizing either a qualitative or a quantitative goodwill impairment test. When we perform a qualitative assessment and determine the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. When we perform the quantitative goodwill impairment test, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, then goodwill is not considered impaired. An impairment charge is recognized for the amount by which, if any, the carrying value exceeds the reporting unit’s fair value. However, the loss recognized cannot exceed the reporting unit’s goodwill balance.
The Company performs an annual goodwill impairment test on April 1 and more frequently if events and circumstances indicate that the asset may be impaired. The Company has determined there is a single reporting unit for purposes of testing goodwill for impairment. The Company has concluded there has been no impairment of goodwill during the year ended June 30, 2025 based on its qualitative assessment. There has been no impairment of goodwill for fiscal year 2024 or 2023. Subsequent to our annual impairment test, no indicators of impairment were identified.
INTANGIBLES, NET
The Company's intangible assets include trademarks, non-compete agreements, brand names, customer relationships, acquired trade names, acquired developed technology and acquired customer relationships in a business combination. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets, which span between three and eighteen years, and are included in Depreciation and amortization in the Consolidated Statements of Operations.
There were no indefinite-lived intangible assets at June 30, 2025 or 2024.
The Company assesses its finite-lived intangible and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. If the carrying amount of an asset or group of assets exceeds its net realizable value, the asset will be written down to its fair value.
The Company has concluded there has been no impairment of intangible and long-lived assets during the years ended June 30, 2025 or 2024.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1‑ Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2‑ Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3‑ Inputs are unobservable and reflect the Company’s assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available.
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SIGNIFICANT CUSTOMERS
Concentration of revenue with customers subject the Company to operating risks. Approximately $28.8 million, $24.6 million, and $28.7 million of the Company’s revenue for the years ended June 30, 2025, 2024 and 2023, respectively, were concentrated with one customer, which represented 10%, 9% and 12% of the Company's revenues for each of the years. The majority of the Company’s customers are located in the United States.
REVENUE RECOGNITION
The revenue recognition guidanc e provides a single model to determine when and how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue using a five-step model resulting in revenue being recognized as performance obligations within a contract have been satisfied. The steps within that model include: (i) identifying the existence of a contract with a customer; (ii) identifying the performance obligations within the contract; (iii) determining the contract’s transaction price; (iv) allocating the transaction price to the contract’s performance obligations; and, (v) recognizing revenue as the contract’s performance obligations are satisfied. Judgment is required to apply the principles-based, five-step model for revenue recognition. Management is required to make certain estimates and assumptions about the Company’s contracts with its customers, including, among others, the nature and extent of its performance obligations, its transaction price amounts and any allocations thereof, and the events which constitute satisfaction of its performance obligations. The standard also requires certain incremental costs incurred to obtain or fulfill a contract to be deferred and amortized on a systematic basis consistent with the transfer of goods or services to the customer.
The Company provides an end-to-end payment solution which integrates hardware, software, and payment processing in the self-service commerce industry. The Company has contractual agreements with customers that set forth the general terms and conditions of the relationship, including pricing of goods and services, payment terms and contract duration. Revenue is recognized when the obligation under the terms of the Company’s contract with its customer is satisfied and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services.
We provide cashless services in exchange for monthly service fees, in addition to collecting usage-based consideration for completed transactions. Certain contracts we enter into with third-party suppliers where we consider ourselves the principal provide us with the right to access and direct their services when processing a transaction. The Company combines the services provided by third-party suppliers to enable customers to accept cashless payment transactions, indicating that it controls all inputs in directing their use to create the combined service. Additionally, the Company sells cashless payment devices, which are either directly sold or leased through the Company's QuickStart, or Cantaloupe ONE programs.
The Company recognizes fees charged to our customers primarily on a gross basis as transaction revenue when we are the principal in respect of completing a payment transaction. As a principal to the transaction, we control the service of completing payments for our customers through the payment ecosystem. The fees paid to payment processors and other financial institutions are recognized as transaction expenses in Cost of subscription and transaction fees in the Consolidated Statements of Operations. For certain transactions in which we act in the capacity as an agent, these transactions are recorded on a net basis. These are transactions in which the customer is entering into a separate arrangement with a third-party payment processor for the fulfillment of the payment service.
Cashless services represent a single performance obligation as the combination of the services provided gives the customer the ability to accept cashless payments. The Company’s customers are contracting for integrated cashless services in connection with purchasing or leasing unattended POS devices. The integrated cashless services when combined together are so integral to the customer’s ability to derive benefit from the service, that the activities are effectively inputs to a single promise to the customer. Certain services are distinct, but are not accounted for separately as the rights are coterminous, they are transferred concurrently and the outcome is the same as accounting for the services as individual performance obligations. The single performance obligation is determined to be a stand-ready obligation to process payments whenever a consumer intends to make a purchase at a POS device. As the Company is unable to predict the timing and quantity of transactions to be processed, the assessment of the nature of the performance obligation is focused on each time increment rather than the underlying activity. Therefore, cashless payment processing services are viewed to comprise a series of distinct days of service that are substantially the same and have the same pattern of transfer to the customer. As a result, the promise to stand ready is accounted for as a single performance obligation.
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Revenue related to cashless services is recognized over the period in which services are provided, with usage-based revenue recognized as transactions occur. Consideration for this service includes fixed fees for standing ready to process transactions, and generally also includes usage-based fees, priced as a percentage of transaction value and/or a specified fee per transaction processed. The total transaction price of usage-based services is determined to be variable consideration as it is based on unknown quantities of services to be performed over the contract term. The underlying variability is satisfied each day the service is performed and provided to the customer. Clients are billed for cashless payment processing services on a monthly basis and for transaction processing as transactions occur. Payment is due based on the Company’s standard payment terms which is typically within 30 to 60 days of invoice issuance.
Software represents a separate performance obligation, which is satisfied when each distinct day, or for practical reasons, each distinct month of service is transferred to the customers. Customers are billed for software services on a monthly basis. Payment is due based on the Company’s standard payment terms which is typically within 30 to 60 days of invoice issuance. Revenues related to Cantaloupe ONE equipment are recognized over time as the customer obtains the right to use the equipment through an operating lease. Clients are billed for equipment sales on a monthly basis, with payment due based on the Company’s standard payment terms which is typically within 30 to 60 days of invoice issuance.
Equipment sales represent a separate performance obligation, the majority of which is satisfied at a point in time through outright sales, or sales-type leases in accordance with ASC 842, “Leases”, when the equipment is delivered to the customer.
QuickStart equipment leases are recognized as sales-type leases when equipment is shipped to the customer. Transaction processing revenue is recognized upon the usage of the Company’s cashless payment and control network. Subscription fees for access to the Company’s devices and network services are recognized on a monthly basis when the performance obligation is satisfied.
Hardware is available to customers under the QuickStart program pursuant to which the customer would enter into a five-year non-cancelable lease with either the Company or a third-party leasing company for the devices. The Company then allocates the transaction price to equipment and software subscription performance obligations in the contract using relative standalone selling prices. The Company determines standalone selling prices based on the price at which a good or service is sold separately. If the standalone selling price is not observable through historic data, the Company estimates the standalone selling price by considering all reasonably available information, including market data, trends, as well as other company- or customer-specific factors. The QuickStart contracts qualify for sales type lease accounting. At lease inception, the Company recognizes revenue and creates a finance receivable in an amount that represents the present value of minimum lease payments. Accordingly, a portion of the lease payments are recognized as interest income. At the end of the lease period, the customer would have the option to purchase the device at its residual value. Any customer payments received in advance and prior to the Company satisfying any performance obligations are recorded as deferred revenue and amortized as revenue is recognized.
The Company will occasionally offer volume discounts, rebates or credits on certain contracts, which is considered variable consideration. The Company uses either the most-likely or estimated value method to estimate the amount of the consideration, based on what the Company expects to better predict the amount of consideration to which it will be entitled to on a contract-by-contract basis. The Company will qualitatively assess if the variable consideration should be limited to prevent possible significant reversals of revenue in future reporting periods.
The Company assesses the goods and/or services promised in each customer contract and separately identifies a performance obligation for each promise to transfer to the customer a distinct good or service. The Company then allocates the transaction price to equipment and software subscription performance obligations in the contract using relative standalone selling prices. The Company determines standalone selling prices based on the price at which a good or service is sold separately. If the standalone selling price is not observable through historic data, the Company estimates the standalone selling price by considering all reasonably available information, including market data, trends, as well as other company- or customer-specific factors.
The Company’s standard payment terms are payment is due within 30 to 60 days of invoice issuance. The Company uses the practical expedient and does not recognize a significant financing component for payment considerations of less than one year.
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Warranties
The Company offers standard warranties that provide the customer with assurance that its equipment will function in accordance with contract specifications. The Company's standard warranties are not sold separately, but are included with each customer purchase. Warranties are not considered separate performance obligations and the related liability is estimated and recorded at the time of sale.
Accounts Receivable and Contract Liabilities
A contract with a customer creates legal rights and obligations. As the Company satisfies performance obligations under customer contracts, a right to unconditional consideration is recorded as an account receivable.
Contract liabilities represent consideration received from customers in excess of revenues recognized (i.e., deferred revenue). Contract liabilities are classified as current or non-current based on the nature of the underlying contractual rights and obligations.
Contract Costs
The Company incurs costs to obtain contracts with customers, primarily in the form of commissions to sales employees. The Company recognizes as a contract asset for the incremental costs of obtaining a contract with a customer if it expects to recover these costs. The Company currently does not incur material costs to fulfill its obligations under a contract once it is obtained but before transferring goods or services to the customer. Contract costs are amortized on a systematic basis consistent with the transfer to the customer of the goods or services to which the asset relates. A straight-line or proportional amortization method is used depending upon which method best depicts the pattern of transfer of the goods or services to the customer. The Company’s contracts frequently contain performance obligations satisfied at a point in time and overtime. In these instances, the Company amortizes the contract costs proportionally with the timing and pattern of revenue recognition. In addition, these contract costs are evaluated for impairment by comparing, on a pooled basis, the expected future net cash flows from underlying customer relationships to the carrying amount of the capitalized contract costs.
In order to determine the appropriate amortization period for contract costs, the Company considers a number of factors, including expected early terminations, estimated terms of customer relationships, the useful lives of technology Cantaloupe uses to provide goods and services to its customers, whether future contract renewals are expected and if there is any incremental commission to be paid on a contract renewal. The Company amortizes these assets over the expected period of benefit. Costs to obtain a contract with an expected period of benefit of one year or less are expensed when incurred.
LEASES
Lessee Accounting
The Company determines if an arrangement is a lease at inception. The Company has operating and finance leases for office space, warehouses and office equipment. Cantaloupe’s leases have lease terms of one year to eight years and some include options to extend and/or terminate the lease. The exercise of lease renewal options is at the Company’s sole discretion. When deemed reasonably certain of exercise, the renewal options are included in the determination of the lease term. The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or any material restrictive covenants.
Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the operating lease. Operating lease Right-of-Use (“ROU”) assets and liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, which is the collateralized rate of interest that we would pay to borrow over a similar term an amount equal to the lease payments, to determine the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Cantaloupe has lease agreements with lease and non-lease components. The Company uses the practical expedient related to treating lease and non-lease components as a single lease component for all leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.
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Variable lease payments that are not based on an index or that result from changes to an index subsequent to the initial measurement of the corresponding lease liability are not included in the measurement of lease ROU assets or liabilities and instead are recognized in earnings in the period in which the obligation for those payments is incurred.
The Company reviews its ROU assets for events or changes in circumstances that may indicate that the carrying amount of such assets may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount of an ROU exceeds its net realizable value, the asset will be written down to its fair value. The Company did not recognize an impairment charge related to the right-of-use assets for the years ended June 30, 2025 or 2024.
Lessor Accounting
The Company offers its customers financing for the lease of our POS electronic payment devices primarily through our QuickStart program. We account for these transactions as sales-type leases under ASC 606, "Revenue from Contracts with Customers". Our sales-type leases generally have a non-cancellable term of 60 months. Certain leases contain an end-of-term purchase option that is generally insignificant and is reasonably certain to be exercised by the lessee. Leases that do not meet the criteria for sales-type lease accounting are accounted for as operating leases, and typically relate to our Cantaloupe ONE rental program. Cantaloupe ONE agreements are 36-month rental agreements that transition to month-to-month agreements after the initial subscription commitment period.
The Company also uses the practical expedient related to treating lease and non-lease components as a single component for those leases where the timing and pattern of transfer for the non-lease component and associated lease component are the same and the stand-alone lease component would be classified as an operating lease if accounted for separately. The combined component is then accounted for under Topic 606 or Topic 842 depending on the predominant characteristic of the combined component, which was Topic 606 for the Company's operating leases. All QuickStart leases are sales-type and do not qualify for the election.
Lessor consideration is allocated between lease components and the non-lease components using the requirements under Topic 842. Revenue from sales-type leases is recognized upon shipment to the customer and the interest portion is deferred and recognized as earned. The revenues related to the sales-type leases are included in Equipment sales in the Consolidated Statements of Operations and a portion of the lease payments as Interest income. Revenue from operating leases is recognized ratably over the applicable service period in Subscription and transaction fees in the Consolidated Statements of Operations.
Equipment Rental
The Company offers its customers a rental program for its hardware devices, Cantaloupe ONE platform. In accordance with ASC 842, the Company classifies the rental agreements as operating leases, with service fee revenue related to the leases included in subscription and transaction fees in the Consolidated Statements of Operations. Costs for the Cantaloupe ONE revenue, which consist of depreciation expense on the Cantaloupe ONE equipment, are included in Cost of subscription and transaction fees in the Consolidated Statements of Operations. Equipment utilized by the Cantaloupe ONE program is included in Property and equipment, net on the Consolidated Balance Sheets.
SHIPPING AND HANDLING
Shipping and handling fees billed to our customers in connection with sales are recorded as revenue. The costs incurred for shipping and handling of our product are recorded as cost of equipment.
ADVERTISING COSTS
Advertising costs are expensed as incurred and are included within the Sales and marketing expenses in the Consolidated Statements of Operations. For the fiscal years ended June 30, 2025, 2024, and 2023, we incurred advertising costs of approximately $3.2 million, $1.9 million and $0.8 million, respectively.
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RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses are expensed as incurred and primarily consist of personnel, contractors and product development costs. Research and development expenses, which are included within the technology and product development expenses and general and administrative expenses in the Consolidated Statements of Operations, were approxim ately $2.9 million, $3.0 million and $3.5 million, for the fiscal years ended June 30, 2025, 2024, and 2023, respectively. Our re search and development initiatives focus on adding features and functionality to our system solutions through the development and utilization of our processing and reporting network and new technology.
CAPITALIZATION OF INTERNAL-USE SOFTWARE AND CLOUD COMPUTING ARRANGEMENTS
We have expenditures associated with the technological maintenance and improvement of our network and technology offerings. These expenditures include both the cost of internal employees, who spend portions of their time on various technological projects, and the use of external temporary labor and consultants. Capitalization of internal-use software occurs in the application development stage after the completion of the preliminary project stage, and management authorizes the project, management commits to funding the project, it is probable the project will be completed, and the project will be used to perform the function intended, and it ends at the implementation stage. We are required to assess these expenditures and make a determination as to whether the costs should be expensed as incurred or are subject to capitalization. In making these determinations, we consider the stage of the development project, the probability of successful development and if the development is resulting in increased features and functionality. In addition, if we determine that a project qualifies for capitalization, the amount of capitalization is subject to various estimates, including the amount of time spent on the development work and the cost of internal employees and external consultants. Internal-use software is included within Property and equipment, net on our Consolidated Balance Sheets and is amortized over its estimated useful life, which is typically 3 to 7 years.
We capitalize certain costs related to hosting arrangements that are service contracts (cloud computing arrangements) following the internal-use software capitalization criteria described above. Our cloud computing arrangements involve services we use to support internal corporate functions, our platforms and technology offerings. Capitalized costs relating to cloud computing arrangements are included within Prepaid expenses and other current assets, or Other assets for costs that will be recognized in more than 12 months, on our Consolidated Balance Sheets and are amortized on a straight-line basis over the estimated useful life, which is typically 3 to 5 years.
STOCK-BASED COMPENSATION
The cost of services received in exchange for an award of equity instruments related to employees and non-employees is based on the grant-date fair value of the award and allocated over the requisite service period of the award. When the requisite service period precedes the grant date, the Company begins recognizing compensation cost before a grant date is established, and the awards are marked to market until grant date occurs.
These costs are recorded within operating expenses in the Consolidated Statements of Operations.
LOSS CONTINGENCIES
From time to time, we are involved in litigation, claims, contingencies and other legal matters. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's management team evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates it is probable that a loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Expected legal costs associated with assessing or potentially settling a contingent liability are expensed as incurred.
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SALES TAX RESERVE
The Company has recorded a contingent liability for sales tax, included in Accrued expenses in the Consolidated Balance Sheets. On a quarterly basis, the Company accrues interest and penalties on the unpaid balance. The estimated liability is adjusted upon the payment of sales tax related to the accrual, the changes in state tax laws that may impact the accrual and the expiration of the statute of limitations for open years under review. The liability includes significant judgments and estimates that may change in the future, and the actual liability may be different from our current estimate. Changes to the sales tax reserve amount are recorded within General and administrative expenses and Interest expense in the Consolidated Statements of Operations.
INCOME TAXES
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence, it is more likely than not such benefits will be realized.
Tax positions must meet a more-likely-than-not recognition threshold to be recognized. The Company recognizes interest and penalties related to uncertain tax positions, if applicable, within Interest expense and General and administrative expenses in the Consolidated Statements of Operatio ns, respectively. Interest and penalties related to uncertain tax positions incurred during the fiscal years ended June 30, 2025, 2024, and 2023 were immaterial.
EARNINGS PER COMMON SHARE
Basic earnings per share are calculated by dividing net income applicable to common shares by the weighted average common shares outstanding for the period. Diluted earnings per share are calculated by dividing net income applicable to common shares by the weighted average common shares outstanding for the period plus the dilutive effects of common stock equivalents unless the effects of such common stock equivalents are anti-dilutive.
RECENT ACCOUNTING PRONOUNCEMENTS
Accounting pronouncements adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and permits disclosure of additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. It also requires certain disclosures for companies who have determined only one segment exists. Annual disclosures are required for fiscal years beginning after December 15, 2023, which is the Company's fiscal year 2025 annual reporting period. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024, which is the Company's fiscal year 2026 interim reporting periods. See Note 20 - Segment Information for the Company's adoption of this standard.
Accounting pronouncements to be adopted
The Company is evaluating whether the effects of the following recent accounting pronouncements, or any other recently issued but not yet effective accounting standards, will have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard was issued to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this ASU address transparency about income tax information through disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. The ASU should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating the impact the adoption of the new accounting guidance will have on our income tax disclosures.
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In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Asset s. 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.
3. ACCOUNTS RECEIVABLE
Accounts receivable primarily include amounts due to the Company for sales of equipment and subscription fees to customers, 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 $37.9 million as of June 30, 2025 and $43.8 million as of June 30, 2024.
Concentrations
As of June 30, 2025 and June 30, 2024, no customer represented more than 10% of the Company's accounts receivable, net of allowance.
Allowance for credit losses
The following table represents the activity for the allowance for credit losses for the years ending June 30, 2025 and 2024:

|  | Year ended June 30,
($ in thousands) |  | 2025 |  | 2024
Balance, beginning of year |  | $ | 13,442 |  |  | $ | 10,815
Provision adjustments |  | 4,781 |  |  | 4,024
Write-offs |  | (4,982) |  |  | (1,397)
Balance, end of year |  | $ | 13,241 |  |  | $ | 13,442 |

During the year ended June 30, 2025, the Company had an increase in write-offs of Accounts Receivable due to the write off of balances which were fully reserved for as the beginning of the year but had not yet been written off.
4. FINANCE RECEIVABLES
The Company’s finance receivables consist of financed devices under the QuickStart 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. As of June 30, 2025 and 2024, finance receivables consist of the following:

| As of June 30,
($ in thousands) | 2025 |  | 2024
Current finance receivables, net | $ | 5,422 |  |  | $ | 6,391 |
Finance receivables due after one year, net | 5,750 |  |  | 10,036 |
Total finance receivables, net of allowance of $2,401 and $1,934, respectively | $ | 11,172 |  |  | $ | 16,427 |

The Company collects lease payments from customers primarily as part of the flow of funds from our transaction processing service. 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.
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At June 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 |  | $ | 1,463 |  |  | $ | 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 |

At June 30, 2024, 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 |  | $ | 2,199 |  |  | $ | 5,135 |  |  | $ | 4,668 |  |  | $ | 1,961 |  |  | $ | 456 |  |  | $ | 324 |  |  | $ | 14,743 |
30 days and under |  | 13 |  |  | 67 |  |  | 80 |  |  | 85 |  |  | 56 |  |  | 42 |  |  | 343 |
31 - 60 days |  | 8 |  |  | 64 |  |  | 58 |  |  | 49 |  |  | 47 |  |  | 38 |  |  | 264 |
61 - 90 days |  | 8 |  |  | 62 |  |  | 48 |  |  | 32 |  |  | 36 |  |  | 38 |  |  | 224 |
Greater than 90 days |  | 35 |  |  | 387 |  |  | 625 |  |  | 208 |  |  | 297 |  |  | 1,235 |  |  | 2,787 |
Total finance receivables |  | $ | 2,263 |  |  | $ | 5,715 |  |  | $ | 5,479 |  |  | $ | 2,335 |  |  | $ | 892 |  |  | $ | 1,677 |  |  | $ | 18,361 |

The following table represents a rollforward of the allowance for finance receivables for the years ending June 30, 2025 and 2024:

| Year ended June 30,
($ in thousands) | 2025 |  | 2024
Balance, beginning of year | $ | 1,934 |  |  | $ | 2,098 |
Provision for expected losses | 502 |  |  | (164) |
Write-offs | (35) |  |  | — |
Balance, end of year | $ | 2,401 |  |  | $ | 1,934 |

Cash to be collected on our performing finance receivables due for each of the fiscal years after June 30, 2025 are as follows:

($ in thousands) |
2026 | $ | 6,054 |
2027 | 4,490 |
2028 | 2,337 |
2029 | 1,048 |
2030 | 302 |
Thereafter | 2 |
Total amounts to be collected | 14,233 |
Less: interest | (660) |
Less: allowance for expected credit losses | (2,401) |
Total finance receivables | $ | 11,172 |

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Equipment sales, Cost of equipment sales, and Interest income, associated with equipment under sales type leases and are included in each respective line of the Consolidated Statement of Operations for the year ended June 30, 2025 and 2024:

($ in thousands) | 2025 |  | 2024
Equipment sales | $ | 1,449 |  |  | $ | 2,882 |
Cost of equipment sales | $ | 1,253 |  |  | $ | 2,861 |
Interest income | $ | 1,539 |  |  | $ | 1,910 |

5. PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:

|  |  | As of June 30, 2025
($ in thousands) | Useful Lives |  | Cost |  | Accumulated Depreciation |  | Net
Computer equipment and software | 3-7 years |  | $ | 8,148 |  |  | $ | (7,434) |  |  | $ | 714 |
Internal-use software | 3-5 years |  | 44,669 |  |  | (14,333) |  |  | 30,336 |
Property and equipment used for rental program | 5 years |  | 34,522 |  |  | (26,818) |  |  | 7,704 |
Furniture and equipment | 3-7 years |  | 2,385 |  |  | (2,014) |  |  | 371 |
|  |  | $ | 89,724 |  |  | $ | (50,599) |  |  | $ | 39,125 |

|  |  | As of June 30, 2024
($ in thousands) | Useful Lives |  | Cost |  | Accumulated Depreciation |  | Net
Computer equipment and software | 3-7 years |  | $ | 7,588 |  |  | $ | (6,994) |  |  | $ | 594 |
Internal-use software | 3-5 years |  | 34,666 |  |  | (9,472) |  |  | 25,194 |
Property and equipment used for rental program | 5 years |  | 32,513 |  |  | (24,742) |  |  | 7,771 |
Furniture and equipment | 3-7 years |  | 2,296 |  |  | (1,826) |  |  | 470 |
|  |  | $ | 77,063 |  |  | $ | (43,034) |  |  | $ | 34,029 |

The Company's total depreciation expense is comprised of depreciation included in our Cost of subscription and transaction fees for rental equipment and depreciation included in our operating expenses. Depreciation expense included within Cost of subscription and transaction fees for rental equipment was $1.9 million, $1.6 million, and $1.2 million for the years ended June 30, 2025, 2024, and 2023, respectively. Depreciation expense included within operating expenses for the years ended June 30, 2025, 2024, and 2023 was $10.1 million, $5.0 million and $2.6 million, respectively. During the year ended June 30, 2025, the Company recognized approximately $3.0 million in additional charges, due to certain capitalized internal use software that is no longer expected to provide future economic benefits as a result of changes in business strategy and evolving technology initiatives.
Internal-use software above included $8.4 million and $9.2 million in projects not yet placed in service as of June 30, 2025 and 2024, respectively.
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6. 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 |  | As of June 30, 2025 |  | As of June 30, 2024
Assets |  |  |  |  |  |
Operating leases |  | Operating lease right-of-use assets |  | $ | 7,735 |  |  | $ | 7,986 |
Liabilities |  |  |  |  |  |
Current |  | Accrued expenses |  | 1,655 |  |  | 1,320 |
Long-term |  | Other noncurrent liabilities |  | 8,279 |  |  | 8,457 |
Total lease liabilities |  |  |  | $ | 9,934 |  |  | $ | 9,777 |

Components of lease cost are as follows:

| Year ended June 30,
($ in thousands) | 2025 |  | 2024 |  | 2023
Operating lease costs* | $ | 2,314 |  |  | $ | 2,520 |  |  | $ | 2,490 |

* Includes variable lease costs of $0.3 million, $0.4 million, $0.4 million for the years ended June 30, 2025, 2024 and 2023.
Supplemental cash flow information and non-cash activity related to our leases are as follows:

| Year ended June 30,
($ in thousands) | 2025 |  | 2024 |  | 2023
Supplemental cash flow information: |  |  |  |  |
Cash paid for amounts included in the measurement of operating lease liabilities | $ | 2,247 |  |  | $ | 2,278 |  |  | $ | 2,522 |
Non-cash activity: |  |  |  |  |
Right-of-use assets obtained in exchange for lease obligations |  |  |  |  |
Operating lease | $ | 1,050 |  |  | $ | 6,657 |  |  | $ | 1,607 |

Weighted-average remaining lease term and discount rate for our leases are as follows:

| Year ended June 30,
| 2025 |  | 2024
Weighted-average remaining lease term (years) |  |  |
Operating leases | 7.2 |  | 7.3
Weighted-average discount rate |  |  |
Operating leases | 8.7 | % |  | 8.2 | %

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Maturities of operating lease liabilities by fiscal year for our leases as of June 30, 2025 are as follows:

($ in thousands) | Amount
2026 | $ | 2,442 |
2027 | 2,249 |
2028 | 1,654 |
2029 | 1,493 |
2030 | 978 |
Thereafter | 4,744 |
Total lease payments | $ | 13,560 |
Less: Imputed interest | (3,626) |
Present value of lease liabilities | $ | 9,934 |

In connection with the acquisition of 32M described in Note 10 - Acquisitions, the Company entered into additional operating leases for office space located in River Falls, Wisconsin and Birmingham, U.K. These leases commenced on December 31, 2022, which expire November 2026. During the year ended June 30, 2025, the River Falls lease was extended through November 2027.
In February 2023, the Company extended its existing Atlanta, Georgia office operating lease for an additional 73-months period including rent free periods.
In May 2023, the Company signed a new lease for its corporate office in Malvern, Pennsylvania. The new lease commenced on February 15, 2024 with a term of 133-months.
Lessor accounting
Property and equipment used for the Company's operating lease rental program consisted of the following:

|  | As of June 30,
($ in thousands) |  | 2025 |  | 2024
Cost |  | $ | 34,522 |  |  | $ | 32,513 |
Accumulated depreciation |  | (26,818) |  |  | (24,742) |
Net |  | $ | 7,704 |  |  | $ | 7,771 |

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 June 30, 2025 are disclosed within Note 4, Finance Rece ivables.
The Company also is the sublessor for office space in Denver, Colorado and Metairie, Louisiana. Sublessor rental income was $0.7 million, $0.8 million, and $0.8 million for the years ended June 30, 2025, 2024, and 2023, respectively.
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7. DEBT AND OTHER FINANCING ARRANGEMENTS
The Company's debt and other financing arrangements as of June 30, 2025 and 2024 consisted of the following:

| As of June 30,
($ in thousands) | 2025 |  | 2024
JPMorgan Credit Facility (1) | $ | 39,000 |  |  | $ | 37,625 |
Less: unamortized issuance costs and debt discount | (337) |  |  | (75) |
Total | 38,663 |  |  | 37,550 |
Less: debt and other financing arrangements, current | (1,917) |  |  | (1,266) |
Debt and other financing arrangements, non-current | $ | 36,746 |  |  | $ | 36,284 |

(1) See discussion below on the JPMorgan Credit Facil ity.
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 June 30, 2025, the weighted average interest rate for the 2025 Credit Facility is approximately 7.24%.
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.
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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 June 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 2022 Amended JPMorgan Credit Facility included customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, two financial covenants. One financial covenant requires the Company to maintain, at all times, a total leverage ratio of not more than 3.00 to 1.00 on the last day of any fiscal quarter. The other financial covenant is conditional on a material acquisition occurring: if a material acquisition occurs, the Company is required to maintain a total leverage ratio not greater than 4.00 to 1.00 for the next four fiscal quarters following the material acquisition. The Company was in compliance with its financial covenants for the 2022 Amended JPMorgan Credit Facility until the 2025 Credit Facility modification. See above for the new financial covenants.
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Expected Maturities
The expected maturities associated with the Company’s outstanding debt and other financing arrangements as of June 30, 2025, were as follows:

($ in thousands) | Amount
2026 | $ | 2,000 |
2027 | 2,500 |
2028 | 3,000 |
2029 | 3,500 |
Thereafter | 28,000 |
Principal amounts payable | 39,000 |
Unamortized issuance costs | (337) |
Total outstanding debt | $ | 38,663 |

8. ACCRUED EXPENSES
Accrued expenses consisted of the following as of June 30, 2025 and 2024:

| As of June 30,
($ in thousands) | 2025 |  | 2024
Sales tax | $ | 7,349 |  |  | $ | 10,574 |
State income tax payable | 2,096 |  |  | 1,496 |
Accrued compensation and related sales commissions | 4,929 |  |  | 4,061 |
Operating lease liabilities - current | 1,655 |  |  | 1,320 |
Accrued professional fees | 2,492 |  |  | 4,336 |
Consideration withheld for acquisitions - current (1) | 105 |  |  | 1,370 |
Accrued other | 1,122 |  |  | 851 |
Total accrued expenses | $ | 19,748 |  |  | $ | 24,008 |

(1) See Note 10 - Acquisitions for details.
9. GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible asset balances consisted of the following:

| As of June 30, 2025 |  | Weighted Average Useful Life (Years)
($ in thousands) | Gross |  | Accumulated Amortization |  | 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

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| As of June 30, 2024 |  | Weighted Average Useful Life
($ in thousands) | Gross |  | Accumulated Amortization |  | Net |
Intangible assets: |  |  |  |  |  |  |
Brand and trade names | $ | 2,361 |  |  | $ | (1,852) |  |  | $ | 509 |  |  | 1.6
Developed technology | 20,062 |  |  | (13,304) |  |  | 6,758 |  |  | 3.6
Customer relationships | 27,024 |  |  | (9,665) |  |  | 17,359 |  |  | 8.8
Total intangible assets | $ | 49,447 |  |  | $ | (24,821) |  |  | $ | 24,626 |  |  | 7.2
Goodwill | $ | 94,903 |  |  | $ | — |  |  | $ | 94,903 |  |  | Indefinite

For the years ended June 30, 2025, 2024 and 2023, amortization expense related to intangible assets was $5.8 million, $5.6 million and $5.0 million, respectively.
Estimated annual amortization expense for intangible assets is as follows:

($ in thousands) | Amount
2026 | $ | 5,680 |
2027 | 5,493 |
2028 | 3,516 |
2029 | 1,858 |
2030 | 1,158 |
Thereafter | 5,626 |
| $ | 23,331 |

10. 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 should SB Software achieve certain revenue growth targets as defined in the share purchase agreement. Should these targets be achieved, approximately $1.3 million, $1.0 million and $1.0 million, denominated in British Pounds, will be payable in September 2025, September 2026 and September 2027, respectively. 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.
The Company recognized a $0.6 million gain due to the decrease in the fair value of the contingent consideration which was included in Integration, acquisition, due diligence, license application expenses on the Consolidated Statement of Operations. As of June 30, 2025 the fair value current and noncurrent portions of the fair value of the contingent consideration of $0.1 million and $0.7 million are included in Accrued expenses and Other noncurrent liabilities on the Consolidated Balance Sheet, respectively.
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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, $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 Company recognized $0.3 million of integration, acquisition, due diligence and license application expenses related costs that were expensed during the twelve months ended June 30, 2025, which is offset with the previously described $0.6 million gain related to the adjusted fair value of contingent consideration. These net impact of these items are recorded within Integration, acquisition, due diligence, and license application expenses in the Consolidated Statements of Operations. The above table represents the final allocation of the purchase price. Certain immaterial adjustments were made to the 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. During the year ended June 30, 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.
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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.
The above table represents the final allocation of the purchase price. For the year ended June 30, 2025, there were no measurement period adjustments other than other liabilities described above. 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.
Three Square Market
On December 1, 2022, the Company acquired all of the equity interests of Three Square Market, Inc., a Wisconsin corporation, and Three Square Market Limited, a U.K. private limited company (collectively "32M") pursuant to an Equity Purchase Agreement. 32M is a leading provider of software and self-service kiosk-based POS and payment solutions to the micro market industry and the acquisition expanded the Company's presence in that industry. In addition to new technology and services, due to 32M’s existing customer base, the acquisition expanded the Company’s footprint into new global markets.
The Company paid an aggregate purchase price consideration of $41.1 million, which consisted of $36.6 million in cash and 1,240,920 shares of the Company's common stock (the "Stock Consideration") with an aggregate fair value of $4.5 million for the acquisition of 32M. The aggregate cash consideration includes $0.5 million of cash paid into an escrow account for net working capital and other post-closing adjustments. The Stock Consideration of 1,240,920 shares ("Escrowed Shares") referred to above were placed into an escrow account to resolve indemnification claims for breach of certain representations and warranties. 50% of the Escrowed Shares were released as of the first anniversary of the acquisition date and the remaining 50% were released on the second anniversary of the acquisition date. The Escrowed Shares were considered to be issued and outstanding shares of the Company as of the acquisition date.
The Company funded the cash consideration of the acquisition by borrowing $25 million of debt from the JPMorgan Credit Facility and the remaining consideration utilized existing cash on hand.
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The estimated fair value of the purchase price consideration consisted of the following:

($ in thousands) | Amount
Closing cash consideration | $ | 36,605 |
Stock Consideration | 4,506 |
Fair value of total consideration transferred | $ | 41,111 |

The following table summarizes the final fair value assigned to the assets acquired and liabilities assumed as of June 30, 2025.

($ in thousands) | Amount
Cash and cash equivalents | $ | 391 |
Accounts receivable | 1,780 |
Inventories | 2,011 |
Intangible assets | 15,538 |
Other assets | 629 |
Total identifiable assets acquired | 20,349 |
Accounts payable | (2,410) |
Tax liabilities | (3,033) |
Total liabilities assumed | (5,443) |
Total identifiable net assets | 14,906 |
Goodwill | 26,205 |
Fair value of total consideration transferred | $ | 41,111 |

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 $7.5 million related to developed technology, $7.5 million related to customer relationships, and $0.5 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 with-and-without method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The significant unobservable inputs used in the valuation of the customer relationship asset and acquired developed technology asset are the revenue growth rates used in the development of the projected financial information used as an input to calculate those values and the discount rate applied. Th e 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, 5 and 3 years, respectively.
Goodwill of $26.2 million arising from the acquisition includes the expected synergies between 32M and the Company. The goodwill, which is deductible for income tax purposes, was assigned to the Company’s only reporting unit.
For the year ended June 30, 2024, the Company recognized measurement period adjustments of a $0.6 million increase in intangible assets, a net decrease of $0.4 million in working capital, a $0.9 million increase in tax liabilities, and a $0.1 million increase in accounts payable. Recognized goodwill increased by $0.9 million as a result of these adjustments.
The above table represents the final allocation of the purchase price.
Unaudited supplemental disclosure of pro forma information
The following table presents unaudited pro forma information as if the acquisition of 32M had occurred on July 1, 2022. The unaudited pro forma information presented combines the historical consolidated results of operations of the Company and 32M after giving effect to the preliminary purchase accounting impact of the 32M acquisition related costs (including, but not limited to, amortization associated with the acquired intangible assets, interest expense associated with the Credit Facility to finance a portion of the purchase price, acquisition related costs) and the alignment of accounting policies. This supplemental unaudited pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on July 1, 2021, nor are they indicative of any future results. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma amounts.
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($ In thousands) |  | 2023
Revenues |  | $ | 251,979 |
Net loss |  | (75) |

The unaudited supplemental pro forma financial information for the year ended June 30, 2023 was adjusted to exclude $3.1 million of acquisition related costs, the components of which were previously described.
11. REVENUE
Based on similar operational characteristics, the Company's revenue is disaggregated as follows:

| Year-ended June 30,
($ in thousands) | 2025 |  | 2024 |  | 2023
Transaction fees | $ | 179,534 |  |  | $ | 156,166 |  |  | $ | 132,594 |
Subscription fees | 83,594 |  |  | 75,331 |  |  | 67,629 |
Subscription and transaction fees | 263,128 |  |  | 231,497 |  |  | 200,223 |
Equipment sales | 39,420 |  |  | 37,099 |  |  | 43,418 |
Total revenues | $ | 302,548 |  |  | $ | 268,596 |  |  | $ | 243,641 |

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 the QuickStart program which is accounted for as sales-type finance leases in accordance with ASC 842. The Company's revenues earned under ASC Topic 842 are as follows:

| Year-ended June 30,
($ in thousands) | 2025 |  | 2024 |  | 2023
Operating leases | $ | 9,046 |  |  | $ | 8,246 |  |  | $ | 7,567 |
Sales-type finance leases | 1,449 |  |  | 2,882 |  |  | 6,464 |
Total lease revenues | $ | 10,495 |  |  | $ | 11,128 |  |  | $ | 14,031 |

Other than the revenues described above, all of the Company's revenues are earned under ASC 606.
Contract Assets
Contract assets represent revenue earned from customers that is not yet billable to a customer, 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 Consolidated Balance Sheets. Contract assets were $3.3 million, $2.6 million, and $0.6 million as of June 30, 2025, 2024, and 2023, respectively.
Contract Liabilities
The change in the contract liability balances, presented as Deferred revenue on the Consolidated Balance Sheets, is
primarily the result of timing difference between the Company’s satisfaction of a performance obligation and payment from the
customer.
74

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

| Year ended June 30,
($ in thousands) | 2025 |  | 2024
Deferred revenue, beginning of the period | $ | 1,726 |  |  | $ | 1,666 |
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period | (717) |  |  | (617) |
Additions | 981 |  |  | 677 |
Deferred revenue, end of the period | $ | 1,990 |  |  | $ | 1,726 |

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 June 30, 2025:

($ in thousands) | Year ended June 30,
2026 | $ | 4,369 |
2027 | 1,876 |
2028 | 532 |
Total | $ | 6,777 |

Contract Costs
At June 30, 2025 and 2024, the Company had net capitalized costs to obtain contracts of $1.0 million and $0.9 million included in Prepaid expenses and other current assets and $2.7 million and $2.4 million included in Other assets on the Consolidated Balance Sheets, respectively. None of these capitalized contract costs were impaired. Amortization of capitalized contract costs were $1.0 million for both the years ended June 30, 2025 and 2024. Amortization of costs to obtain a contract are included within Sales and marketing expenses within the Consolidated Statements of Operations.
12. STOCK-BASED COMPENSATION
STOCK COMPENSATION PLANS
The Company has had three stock-based compensation plans as shown in the table below:

Date Approved |  | Name of Plan |  | Type of Plan |  | Authorized Shares
June 2014 |  | 2014 Stock Option Incentive Plan |  | Stock options |  | 750,000 |
June 2015 |  | 2015 Equity Incentive Plan |  | Stock & stock options |  | 1,250,000 |
April 2018 |  | 2018 Equity Incentive Plan |  | Stock & stock options |  | 10,000,000 |
|  |  |  |  |  | 12,000,000 |

As of June 30, 2025, the Company may no longer grant new awards under the 2014 and Stock Option Incentive Plan and the 2015 Equity Incentive Plan. Stock options issued under these plans continue through their expiration date which is seven years from their respective grant date.
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As of June 30, 2025, the Company had reserved shares of common stock for future issuance for the following:

Common Stock |  | Reserved Shares
Conversions of Preferred Stock and cumulative Preferred Stock dividends |  | 96,137 |
Issuance of shares to former executive upon the occurrence of a Cantaloupe transaction (1) |  | 140,000 |
Total shares reserved for future issuance |  | 236,137 |

(1)Represents 140,000 shares issuable to our former executive upon the occurrence of a "USA Transaction" as such term is defined in the stock agreement.
As of June 30, 2025, the Company had the 3,854,289 shares available for issuance under the 2018 Equity Incentive Plan.
STOCK OPTIONS
Stock options are granted at exercise prices equal to the fair market value of the Company's common stock at the date of grant. The options typically vest over a three-year period and each option, if not exercised or terminated, expires on the seventh anniversary of the grant date.
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) it grants 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.
The fair value of options granted during the years ended June 30, 2025, 2024, and 2023 was determined using the following assumptions:

| For the year ended June 30, |  |
| 2025 |  | 2024 |  | 2023
Expected volatility | 49.5 - 50.5% |  | 52.6 - 69.7% |  | 74.6 - 77.6%
Expected life (years) | 4.5 |  | 4.2 - 4.5 |  | 4.4 - 4.6
Expected dividends | 0.0% |  | 0.0% |  | 0.0%
Risk-free interest rate | 3.4 - 3.5% |  | 4.0 - 4.4% |  | 2.7 - 4.1%

The following tables provide information about outstanding options for the years ended June 30, 2025, 2024, and 2023:

| For the year ended June 30, 2025
Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding options, beginning of year | 3,971,834 |  |  | $ | 6.63 |  |  | 4.3 |  | $ | 3,582 |
Granted | 30,000 |  |  | $ | 6.86 |  |  |  |  |
Exercised | (111,000) |  |  | $ | 6.98 |  |  |  |  | $ | 285 |
Forfeited | (13,333) |  |  | $ | 6.02 |  |  |  |  |
Expired | (12,667) |  |  | $ | 7.31 |  |  |  |  |
Outstanding options, end of year | 3,864,834 |  |  | $ | 6.42 |  |  | 3.4 |  | $ | 17,374 |
Exercisable options, end of year | 2,966,924 |  |  | $ | 6.86 |  |  | 3.1 |  | $ | 12,317 |

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| For the year ended June 30, 2024
Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding options, beginning of year | 3,873,632 |  |  | $ | 6.35 |  |  | 5.1 |  | $ | 7,595 |
Granted | 175,000 |  |  | $ | 6.92 |  |  |  |  |
Exercised | (18,334) |  |  | $ | 6.06 |  |  |  |  | $ | — |
Forfeited | (29,799) |  |  | $ | 6.90 |  |  |  |  |
Expired | (28,665) |  |  | $ | 4.40 |  |  |  |  |
Outstanding options, end of year | 3,971,834 |  |  | $ | 6.63 |  |  | 4.3 |  | $ | 3,582 |
Exercisable options, end of year | 2,602,259 |  |  | $ | 7.28 |  |  | 3.8 |  | $ | 1,085 |

| For the year ended June 30, 2023
| Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding options, beginning of year | 3,529,833 |  |  | $ | 7.41 |  |  | 4.5 |  | $ | 194 |
Granted | 1,720,000 |  |  | $ | 4.61 |  |  |  |  |
Exercised | — |  |  | $ | — |  |  |  |  | $ | — |
Forfeited | (1,376,201) |  |  | $ | 6.86 |  |  |  |  |
Expired | — |  |  | $ | — |  |  |  |  |
Outstanding options, end of year | 3,873,632 |  |  | $ | 6.35 |  |  | 5.1 |  | $ | 7,595 |
Exercisable options, end of year | 1,341,466 |  |  | $ | 7.26 |  |  | 3.9 |  | $ | 1,536 |

The weighted average grant date fair value per share for the Company's stock options granted during the years ended June 30, 2025, 2024, and 2023 was $3.10, $4.02, and $2.89, respectively. The total fair value of stock options vested during the years ended June 30, 2025, 2024, and 2023 was $3.2 million, $4.5 million, and $3.8 million, respectively.
COMMON STOCK GRANTS
The Company makes annual grants of restricted shares of common stock to executive officers pursuant to long-term stock incentive plans (“LTIPs”) which vest annually, typically over three years.
The Company also grants restricted stock units ("RSU") to members of the board of directors as compensation for their service on the board as well as to employees as additional compensation. These stock awards typically vest over a one to three-year period.
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A summary of the status of the Company’s nonvested common shares and RSUs as of June 30, 2025, 2024, and 2023, and changes during the years then ended is presented below:

| Shares |  | Weighted-Average Grant-Date Fair Value
Nonvested at June 30, 2022 | 448,908 |  |  | $ | 7.00 |
Granted | 346,346 |  |  | 5.41 |
Vested | (274,011) |  |  | 5.96 |
Forfeited | (97,342) |  |  | 8.27 |
Nonvested at June 30, 2023 | 423,901 |  |  | 6.08 |
Granted | 439,363 |  |  | 6.72 |
Vested | (311,093) |  |  | 6.38 |
Forfeited | (4,207) |  |  | 7.58 |
Nonvested at June 30, 2024 | 547,964 |  |  | 6.41 |
Granted | 577,553 |  |  | 7.40 |
Vested | (295,062) |  |  | 6.08 |
Forfeited | (118,319) |  |  | 6.48 |
Nonvested at June 30, 2025 | 712,136 |  |  | $ | 7.33 |

STOCK-BASED COMPENSATION EXPENSE
The Company applies the fair value method to recognize compensation expense for stock-based awards. Using this method, the estimated grant-date fair value of the award is recognized over the requisite service period using the accelerated attribution method. The Company accounts for forfeitures as they occur.
A summary of the Company's stock-based compensation expense recognized during the years ended June 30, 2025, 2024, and 2023 is as follows:

($ in thousands) |  | For the year ended June 30,
Award type |  | 2025 |  | 2024 |  | 2023
Stock options |  | $ | 1,196 |  |  | $ | 2,992 |  |  | $ | 2,967 |
Stock grants |  | 2,812 |  |  | 2,117 |  |  | 1,770 |
Total stock-based compensation expense |  | $ | 4,008 |  |  | $ | 5,109 |  |  | $ | 4,737 |

The Company recognized tax benefits of $0.7 million, $0.5 million, and $1.4 million, related to stock compensation expense for the years ended June 30, 2025, 2024, and 2023, respectively.
A summary of the Company's unrecognized stock-based compensation expense as of June 30, 2025 is as follows:

|  | As of June 30, 2025
Award type |  | Unrecognized Expense (in thousands) |  | Weighted Average Recognition Period (in years)
Stock options |  | $ | 399 |  |  | 0.8
Stock grants |  | $ | 2,848 |  |  | 1.6

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13. INCOME TAXES
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 year ended June 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. The Company released $46.0 million of the valuation allowance for the 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. Key factors supporting the conclusion to release a portion of the valuation allowance in the for the year ended June 30, 2025 included current year profitability, sustained cumulative profitability over the last three years and reasonable expectations of future period profitability both in the near and long term. The Company maintains its valuation allowance associated with the Pennsylvania net operating loss carryforwards.
The provision for income taxes for the years ended June 30, 2025, 2024 and 2023 is comprised of the following:

| Year ended June 30,
($ in thousands) | 2025 |  | 2024 |  | 2023
Current: |  |  |  |  |
Federal | $ | — |  |  | $ | (65) |  |  | $ | — |
State | (1,368) |  |  | (729) |  |  | (92) |
Foreign | — |  |  | — |  |  | — |
Total current | (1,368) |  |  | (794) |  |  | (92) |
Deferred: |  |  |  |  |
Federal | 40,092 |  |  | (248) |  |  | (62) |
State | 3,628 |  |  | 57 |  |  | (27) |
Foreign | — |  |  | — |  |  | — |
Total deferred | 43,720 |  |  | (191) |  |  | (89) |
Total income tax benefit (provision) | $ | 42,352 |  |  | $ | (985) |  |  | $ | (181) |

The components of pre-tax income are as follows:

| Year ended June 30,
($ in thousands) | 2025 |  | 2024 |  | 2023
U.S. income | $ | 26,489 |  |  | $ | 16,217 |  |  | $ | 996 |
Foreign losses | (4,308) |  |  | (3,239) |  |  | (182) |
Total pre-tax income | $ | 22,181 |  |  | $ | 12,978 |  |  | $ | 814 |

The Company considers the excess of the amount for financial reporting over the tax basis (including undistributed and previously taxed earnings) of investments in our foreign subsidiaries, as of June 30, 2025 to be indefinitely reinvested in the foreign jurisdictions on the basis of our specific plan for reinvestment and estimates that future domestic cash generation will be sufficient to meet future domestic cash needs. Therefore, the Company has not provided for deferred taxes related to such excess or the relevant portions thereof. The determination of any deferred taxes related to this excess is not practicable.
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A reconciliation of the provision for income taxes for the years ended June 30, 2025, 2024 and 2023 to the indicated provision based on income before the provision for income taxes at the federal statutory rate of 21.0% for the fiscal years ended June 30, 2025, June 30, 2024, and June 30, 2023 is as follows:

| Year ended June 30,
($ in thousands) | 2025 |  | 2024 |  | 2023
Tax at U.S Federal statutory rate | $ | (4,658) |  |  | $ | (2,725) |  |  | $ | (171) |
Effects of permanent differences |  |  |  |  |
Stock compensation | $ | 90 |  |  | $ | 24 |  |  | $ | (688) |
Other permanent differences | $ | 56 |  |  | $ | (81) |  |  | $ | (497) |
State income taxes, net of federal benefit | $ | (1,172) |  |  | $ | (613) |  |  | $ | (296) |
Changes related to prior fiscal years | $ | (603) |  |  | $ | — |  |  | $ | 51 |
Changes related to state tax rates | $ | 67 |  |  | $ | — |  |  | $ | (2,455) |
Changes in valuation allowances | $ | 48,221 |  |  | $ | 2,281 |  |  | $ | 3,942 |
Statutory Rates Different from U.S. | $ | 262 |  |  | $ | 183 |  |  | $ | — |
Other | $ | 89 |  |  | $ | (54) |  |  | $ | (67) |
Total | $ | 42,352 |  |  | $ | (985) |  |  | $ | (181) |

As of June 30, 2025 the Company had federal, state, and international operating loss carryforwards of approximately $107.5 million, $80.6 million, and $7.8 million, respectively, to offset future taxable income. As of June 30, 2024 the Company had federal and state operating loss carryforwards of approximately $158.7 million and $90.6 million, respectively, to offset future taxable income. The timing and extent to which the Company can utilize operating loss carryforwards in any year may be limited because of provisions of the Internal Revenue Code regarding changes in ownership of corporations (i.e. IRS Code Section 382). Federal, state, and international net operating loss carryforwards of $71.8 million, $9.2 million and $5.0 million, respectively, have indefinite lives and will not expire. The remaining $35.7 million of federal net operating loss carryforwards, $71.4 million of state operating loss carryforwards, and $2.8 million of international net operating loss carryforwards begin to expire in 2025. The net deferred tax assets arose primarily from net operating loss carryforwards, as well as the use of different accounting methods for financial statement and income tax reporting purposes as follows:
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| As of June 30,
($ in thousands) | 2025 |  | 2024
Deferred tax assets: |  |  |
Net operating loss carryforwards | $ | 32,435 |  |  | $ | 37,621 |
Receivable credit losses | 1,208 |  |  | 1,367 |
Inventory reserves | 614 |  |  | 541 |
Sales returns and allowances | 2,410 |  |  | 2,463 |
Sales tax reserves | 1,213 |  |  | 1,876 |
Deferred research and development | 7,997 |  |  | 5,750 |
Stock-based compensation | 4,564 |  |  | 4,327 |
Lease liabilities | 2,397 |  |  | 2,410 |
Other | — |  |  | 346 |
| 52,838 |  |  | 56,701 |
Deferred tax liabilities: |  |  |
Intangibles | (3,154) |  |  | (3,502) |
Property and equipment | (17) |  |  | (1,179) |
Right-of-use assets | (1,847) |  |  | (1,954) |
Other | (52) |  |  | — |
| (5,070) |  |  | (6,635) |
Deferred tax assets, net | 47,768 |  |  | 50,066 |
Valuation allowance | (4,515) |  |  | (50,532) |
Deferred income taxes | $ | 43,253 |  |  | $ | (466) |

As of June 30, 2025, the Company had total unrecognized income tax benefits of $0.7 million related to its nexus in certain state tax jurisdictions. If recognized in future years, $0.7 million of these currently unrecognized income tax benefits would impact the income tax provision and effective tax rate. The following table summarizes the activity related to unrecognized income tax benefits:

| Year ended June 30,
($ in thousands) | 2025 |  | 2024 |  | 2023
Balance at the beginning of the year | $ | 799 |  |  | $ | 689 |  |  | $ | 572 |
Gross increases and decreases related to current period tax positions | — |  |  | — |  |  | — |
Gross increases and decreases related to prior period tax positions | (112) |  |  | 110 |  |  | 117 |
Balance at the end of the year | $ | 687 |  |  | $ | 799 |  |  | $ | 689 |

The Company files income tax returns in the United States, various states, and international jurisdictions. The tax years ended June 30, 2022 through June 30, 2024 re main open to examination by taxing jurisdictions. While the statute of limitations has expired for years prior to the year e nded June 30, 2022, ch anges in reported losses for those years are subject to examination by tax authorities to the extent that operating loss carryforwards from those prior fiscal years impact upon taxable income in current years. As of June 30, 2025, the Company did not have any income tax examinations in process.
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14. EARNINGS PER SHARE CALCULATION
The calculation of basic and diluted earnings per share is presented below:

| Year ended June 30,
($ in thousands, except share and per share data) | 2025 |  | 2024 |  | 2023
Numerator for basic and diluted earnings per share |  |  |  |  |
Net income | $ | 64,533 |  |  | $ | 11,993 |  |  | $ | 633 |
Preferred dividends | (578) |  |  | (578) |  |  | (623) |
Net income available to common shareholders | $ | 63,955 |  |  | $ | 11,415 |  |  | $ | 10 |
Denominator for basic earnings per share - Weighted average shares outstanding | 73,162,211 |  |  | 72,819,220 |  |  | 71,978,901 |
Effect of dilutive potential common shares | 1,520,854 |  |  | 1,352,878 |  |  | 535,733 |
Denominator for diluted earnings per share - Adjusted weighted average shares outstanding | 74,683,065 |  |  | 74,172,098 |  |  | 72,514,634 |
Basic earnings per share | $ | 0.87 |  |  | $ | 0.16 |  |  | $ | — |
Diluted earnings per share | $ | 0.86 |  |  | $ | 0.15 |  |  | $ | — |

Potentially anti-dilutive shares excluded from the calculation of diluted earnings per share were approximately 0.9 million, 0.0 million, and 4.2 million for the year ended June 30, 2025, 2024 and 2023, respectively.
15. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued expenses, are carried at cost which approximates fair value due to their liquid or short-term nature. We have not identified material factors that would significantly impact the fair value of our financial assets and liabilities. The Company’s obligations under its long-term debt agreements are carried at amortized cost, which approximates their fair value as of June 30, 2025, as the debt facility was recently amended in January 2025 and the interest rates applicable are variable in nature. The fair value of the Company’s obligations under its long-term debt agreement with JPMorgan and Capital One was considered Level 2 liabilities of the fair value hierarchy because the instruments have interest rates that reset frequently. As described in Note 10 - Acquisitions, the purchase price of SB Software includes contingent consideration which is considered Level 3 liabilities of the fair value hierarchy due to the use of significant unobservable inputs in its valuation.
16. SHAREHOLDER'S EQUITY AND PREFERRED STOCK
Common Stock
The Company is authorized to issue 640.0 million shares of common stock, with no par value. Each holder of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders are entitled to vote, including the election of directors. The Company had approximately 73.3 million and 72.9 million shares of common stock issued and outstanding, respectively, as of June 30, 2025 and June 30, 2024.
Common Stock Dividends
The holders of the common stock are entitled to receive dividends as the Board of Directors of the Company may from time to time declare out of funds legally available for payment of dividends. Through the date hereof, no cash dividends have been declared on the Company’s common stock or preferred stock. No dividend may be paid on the common stock until all accumulated and unpaid dividends on the preferred stock have been paid.
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Convertible Preferred Stock
The Company has 1.8 million of preferred stock authorized for issuance which may be issued from time to time in one or more series, each series with such rights, preferences or restrictions as determined by the Board of Directors. As of June 30, 2025, 900,000 preferred shares have been designated as Series A Convertible Preferred Stock. The other 900,000 preferred shares have not been designated. Each share of Series A Convertible Preferred Stock is convertible into 0.1988 of a share of common stock and each share of Series A Convertible Preferred Stock is entitled to 0.1988 of a vote on all matters on which the holders of common stock are entitled to vote. Series A Convertible Preferred Stock provides for an annual cumulative dividend of $1.50 per share, payable when, and if declared by the Board of Directors, to the shareholders of record in equal parts on February 1 and August 1 of each year. Any and all accumulated and unpaid cash dividends on the Series A Convertible Preferred Stock must be declared and paid prior to the declaration and payment of any dividends on the common stock.
During the fiscal year 2023, the Company retired 59,281 shares of its Series A convertible preferred stock that it purchased for an aggregate amount of approximately $2.45 million. The repurchase transaction was primarily accounted for as an extinguishment of preferred stock and recorded as a decrease to the carrying value of the preferred stock in the amount of $0.42 million and common stock of $1.73 million for an aggregate amount of $2.15 million that was included within the Cash flows from financing activities in the Consolidated Statements of Cash Flows. The remaining $0.3 million was deemed to be an amount in excess of the fair value of the preferred stock and was recorded within Operating expenses in the Consolidated Statements of Operations and Cash flows from operating activities in the Consolidated Statements of Cash Flows.
The Series A Convertible Preferred Stock may be called for redemption at the option of the Board of Directors for a price of $11.00 per share plus payment of all accrued and unpaid dividends. No such redemption has occurred as of June 30, 2025. In the event of any liquidation as defined in the Company’s Articles of Incorporation, the holders of shares of Series A Convertible Preferred Stock issued shall be entitled to receive $10.00 for each outstanding share plus all cumulative unpaid dividends. If funds are insufficient for this distribution, the assets available will be distributed ratably among the preferred shareholders. The Series A Convertible Preferred Stock liquidation preference as of June 30, 2025 and 2024 is as follows:

| Year ended June 30,
($ in thousands) | 2025 |  | 2024
For shares outstanding at $10.00 per share | $ | 3,858 |  |  | $ | 3,858 |
Cumulative undeclared and unpaid dividends | 19,443 |  |  | 18,864 |
| $ | 23,301 |  |  | $ | 22,722 |

The Company has determined that its Series A Convertible Preferred Stock is contingently redeemable due to the existence of deemed liquidation provisions contained in its certificate of incorporation, and therefore classifies its convertible preferred stock outside of permanent equity. The Company has not made any adjustments to the carrying value of the Series A Convertible Preferred Stock to reflect the liquidation value of the shares inclusive of the cumulative undeclared and unpaid dividends because the Company has determined that a deemed liquidation event is not probable of occurring. Cumulative undeclared and unpaid dividends are convertible into common shares at $1,000 per common share at the option of the shareholder. During the years ended June 30, 2025, 2024 and 2023, no shares of Preferred Stock nor cumulative preferred dividends were converted into shares of common stock.
17. RETIREMENT PLAN
The Company’s 401(k) Plan (the “Retirement Plan”) allows employees to make voluntary contributions, beginning on their first day of active employment, up to a maximum of 100% of their annual compensation, as defined in the Retirement Plan. The Company may, in its discretion, make a matching contribution, a profit-sharing contribution, a qualified non-elective contribution, and/or a safe harbor 401(k) contribution to the Retirement Plan. The Company must make an annual election, at the beginning of the plan year, as to whether it will make a safe harbor contribution to the plan. In fiscal years 2025, 2024 and 2023, the Company elected and made safe harbor matching contributions of 100% of the participant’s first 3% and 50% of the next 2% of compensation deferred into the Retirement Plan. The Company’s safe harbor contributions for the years ended June 30, 2025, 2024 and 2023 approximated $1.1 million, $0.9 million and $0.8 million, respectively, and are included within General and administrative expenses within our Consolidated Statements of Operations.
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18. COMMITMENTS AND CONTINGENCIES
Litigation
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.
SEC Inquiries and Settlements
Beginning in the fiscal year 2019, the Company received inquiries from the SEC into the facts and circumstances arising from accounting practices in fiscal years 2017 and 2018 ("2019 Investigation"). The Company fully cooperated with these inquiries. During fiscal year 2023, the Company reached a settlement with the SEC to resolve its 2019 Investigation. As part of the settlement, the Company agreed to neither admit nor deny the findings in the SEC’s final order, and agreed to a cease-and-desist order with a civil monetary penalty payment of $1.5 million. The penalty payment was fully paid to the SEC as of June 30, 2023. During fiscal year 2023, the Company received a $2.0 million reimbursement from its directors and officers (D&O) insurance policy for legal fees and expenses incurred in connection with the 2019 Investigation. The D&O reimbursement proceeds were recorded as a reduction of "Investigation, proxy and restatement expenses, net of insurance recoveries" on the Company's Consolidated Statement of Operations for the fiscal year ended June 30, 2023. Additionally, in fiscal year 2024, the Company agreed to an additional net settlement of approximately $1.5 million with a third party insurance carrier related to the reimbursement of expenses associated with the closed SEC investigation. The additional settlement proceeds were recorded as a reduction of "Investigation, proxy and restatement expenses, net of insurance recoveries" on the Company's Consolidated Statement of Operations for the fiscal year ended June 30, 2024. The matter is now fully closed.
Purchase Commitments
As of June 30, 2025, the Company had no material firm purchase commitments over the next year.
19. 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 analytics services. The total expense recognized within Cost of subscription and transaction fees for t he year ended June 30, 2025, 2024, and 2023 for these arrangements were $0.2 million, $0.2 million, and $0.4 million, respectively.
20. 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.
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 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.
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The following table sets out our measure of profit or loss and significant segment expenses:

| Year ended June 30,
($ in thousands) | 2025 |  | 2024 |  | 2023
Revenue | $ | 302,548 |  |  | $ | 268,596 |  |  | $ | 243,641 |
Segment expenses: |  |  |  |  |
Costs of sales | (178,724) |  |  | (165,945) |  |  | (162,405) |
Compensation and benefits | (50,065) |  |  | (45,502) |  |  | (38,476) |
Rent, occupancy and insurance | (4,474) |  |  | (4,742) |  |  | (4,051) |
Professional services | (11,455) |  |  | (13,384) |  |  | (22,828) |
Subscription & cloud services | (9,968) |  |  | (8,264) |  |  | (1,908) |
Other general & administrative expenses(1) | (9,655) |  |  | (6,021) |  |  | (5,596) |
Depreciation and amortization | (15,877) |  |  | (10,570) |  |  | (7,618) |
Other segment (benefits) expenses(2) | (148) |  |  | (1,191) |  |  | 54 |
Income tax benefit (expense) | 42,352 |  |  | (985) |  |  | (181) |
Segment net income | $ | 64,533 |  |  | $ | 11,993 |  |  | $ | 633 |

(1) Other general & administrative expenses include marketing, bad debt expense, office supplies, adjustments to sales and use tax reserves and other various selling, general and administrative expenses.
(2) Other segment expenses (benefits) include interest and other income and interest expense.
The Company 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 years ended June 30, 2025, 2024, and 2023.
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.
21. Subsequent Events
Merger with 365 Retail Markets, LLC
On June 15, 2025, Cantaloupe, Inc., a Pennsylvania corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 365 Retail Markets, LLC, a Delaware limited liability company (“365 Retail Markets”), Catalyst Holdco I, Inc., a Delaware corporation and a wholly-owned subsidiary of 365 Retail Markets (“Holdco”), Catalyst Holdco II, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco (“Holdco II”), and Catalyst MergerSub Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco II (“Merger Subsidiary”).
Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Subsidiary 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. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, without par value, outstanding immediately prior to the Effective Time (other than (i) shares of common stock owned by the Company or any subsidiary of the Company as treasury stock (including all shares of Series A Convertible Preferred Stock, without par value, of the Company (“Preferred Stock”) redeemed by the Company in accordance with the terms of the Merger Agreement) or owned by 365 Retail Markets, Holdco, Holdco II, Merger Subsidiary or any other subsidiary of 365 Retail Markets (which will be automatically canceled at the Effective Time for no consideration), and (ii) shares of common stock, if any, contributed to 365 Retail Markets, Holdco, Holdco II or Merger Subsidiary by certain shareholders of the Company prior to the Effective Time (“Rollover Shares”), which will be subject to the treatment specified under the rollover agreement (if any) applicable to such Rollover Shares immediately prior to the Effective Time, and will be automatically canceled at the Effective Time for no consideration) will be canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “Merger Consideration”).
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The Merger Agreement also provides that at or immediately prior to the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that is outstanding immediately prior to the Effective Time will become fully vested and free of restrictions and will be canceled and converted into the right to receive an amount in cash equal to the Merger Consideration, (ii) each Company PSU (as defined in the Merger Agreement) that is outstanding immediately prior to the Effective Time which remains subject to vesting based on achieving certain performance metrics will become vested with respect to that number of shares of common stock based on deemed achievement of the performance metrics at target performance, and will be canceled and converted into the right to receive, with respect to each such vested share of Company Stock underlying such Company PSU, an amount in cash equal to the Merger Consideration, (iii) each Company Restricted Stock Award (as defined in the Merger Agreement) that is outstanding immediately prior to the Effective Time will become fully vested and free of restrictions and will be canceled and converted into the right to receive an amount in cash equal to the Merger Consideration, and (iv) each outstanding In-the-Money Option (as defined in the Merger Agreement) will become fully vested and free of restrictions and be canceled in exchange for cash in an amount equal to (A) the total number of shares of common stock for which such In-the-Money Option is exercisable, multiplied by (B) the excess of the Merger Consideration over the per share exercise price of such In-the-Money Option, and each outstanding Out-of-the-Money Option (as defined in the Merger Agreement) will be canceled without consideration.
Cantaloupe and 365 Retail Markets each filed the HSR notification and report form for the Merger on July 15, 2025. On August 13, 2025, 365 Retail Markets submitted a formal letter to the Federal Trade Commission and the Antitrust Division of the Department of Justice to withdraw its HSR notification and report form, with the withdraw effective as of August 14, 2025, and refiled its HSR notification and report form on August 18, 2025. The waiting period under the the HSR Act, will expire on September 17, 2025, at 11:59 p.m., Eastern time, unless terminated early or extended by a request for additional information.
On September 4, 2025, the Company held a special meeting of shareholders, where shareholders voted to approve and adopt the Merger Agreement. Assuming timely satisfaction of the necessary closing conditions, including the expiration or termination of the waiting period under the HSR Act, the parties to the Merger Agreement currently expect the Merger to be completed in the second half of calendar year 2025. Upon consummation of the Merger, our common stock will be delisted from The Nasdaq Stock Market LLC and deregistered under Section 12(b) of the Exchange Act.
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 Company is currently evaluating the impact of the new legislation.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
On October 10, 2023, the Audit Committee (the “Audit Committee”) of the board of directors (the “Board”) of Cantaloupe, Inc. (the “Company”) approved, and the Board ratified, the dismissal of BDO USA P.C. (“BDO”) as the Company’s independent registered public accounting firm.
During the fiscal year ended June 30, 2023 and the subsequent interim period through October 10, 2023, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BDO would have caused BDO to make reference thereto in its reports on the consolidated financial statements for such years.
BDO’s reports on the Company’s consolidated financial statements as of and for the fiscal year ended June 30, 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal year ended June 30, 2023 and the subsequent interim period through October 10, 2023, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses in the Company’s internal control over financial reporting described in Part II, Item 9A, “Controls and Procedures,” in the Company’s annual reports on Form 10‑K for the years ended June 30, 2023, filed with the SEC on September 25, 2023, and in Part I, Item 4, “Controls and Procedures,” in the Company’s quarterly reports on Form 10‑Q for the quarters ended September 30, 2022, December 31, 2022, and March 31, 2023, filed with the SEC on November 9, 2022, February 9, 2023 and May 9, 2023, respectively. The Audit Committee has discussed the material weaknesses in the Company’s internal control over financial reporting with BDO and authorized BDO to respond fully to the inquiries of Deloitte & Touche LLP (“Deloitte”), the Company’s new independent registered public accountants, concerning such material weaknesses.
Also on October 10, 2023, the Audit Committee further approved, and the Board ratified, the appointment of Deloitte as the Company’s new independent registered public accounting firm to perform independent audit services for the fiscal year ending June 30, 2024.
During the fiscal years ended June 30, 2023 and the subsequent interim period through October 10, 2023, neither the Company, nor anyone on its behalf, consulted Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Deloitte that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9A. Controls and Procedures
a) Evaluation of 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 Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.
b) Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for the preparation and integrity of the consolidated financial statements appearing in this Annual Report on Form 10-K. The financial statements were prepared in conformity with generally accepted accounting principles appropriate in the circumstances and, accordingly, include certain amounts based on our best judgments and estimates.
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Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) the Internal Control - Integrated Framework (2013). Based on its assessment, management has concluded that the Company maintained effective internal control over financial reporting as of June 30, 2025.
c) Attestation Report of Independent Registered Public Accounting Firm
Our independent registered public acc ounting firm, Deloitte & Touche LLP, as auditor of our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effect iveness of our internal control over financial reporting as of June 30, 2025.
d) Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting that have materially affect ed, or are reasonably likely to materially affect, the Company’s internal control over financial reporting during the fourth quarter of fiscal year 2025.
Item 9B. Other Information.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2025, none of the Company's director of 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.”
Item 9C. Disclosure regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Board of Directors
Information on each of members of the Board, including each board member’s principal occupation and business experience for at least the last five years, the names of other publicly held companies for which he or she serves as a director or has served as a director in the last five years, and the experience, qualifications, attributes and skills considered among the most important by our Nominating and Corporate Governance Committee and Board in determining that the nominee should serve as a director is set forth below.
Douglas G. Bergeron
Chairman of the Board
Age: 64
Director since April 2020
Former CEO, VeriFone (2001-2013)
Committees:
Compensation
Finance
Mr. Bergeron is the founder and sole shareholder of DGB Investments, Inc., a diversified holding company of technology investments. In 2001, he led the acquisition of VeriFone Systems, Inc. (“Verifone”), a company that provides technology for electronic payment transactions at the point-of-sale, from Hewlett-Packard. In 2002, Mr. Bergeron, as Chief Executive Officer of Verifone, partnered with GTCR and grew VeriFone into a multi-national company with an enterprise value exceeding $4 billion by 2013, when he left the company.
Mr. Bergeron is on the Board of Overseers of the Hoover Institution at Stanford University and is a permanent member of the Council on Foreign Relations. Mr. Bergeron holds an Honours B.A. in Computer Science from York University in Toronto and a Masters of Science in Systems Management from the University of Southern California in Los Angeles. In 2013, he was awarded an Honorary Doctorate of Laws (LLD) from York University. We believe Mr. Bergeron’s extensive experience in the payments industry and his background in finance provide the requisite qualifications, skills, perspectives, and experiences to serve on our Board.
Lisa P. Baird
Age: 64
Director since April 2020
President and CEO, NextUp
Committees:
Compensation
NCG
Ms. Baird is the President and CEO of NextUp, the leading non-profit member organization providing learning programs and events for Fortune 500 companies. Ms. Baird has extensive experience as a senior executive responsible for sales, communications, marketing, and governance for top sports properties including the NFL, USOPC and NWSL and Fortune 50 companies including IBM, General Motors, Bristol Myers, Johnson & Johnson and the Procter & Gamble Company.
Ms. Baird has served as an Independent Director on the Board of Fox Racing, which was acquired by Vista Outdoor Inc., Elite Sportswear, L.P., a global leader in sportswear, and Soundview Paper Company, LLC, a consumer paper products company.
Education
Ms. Baird earned an A.B. in English from Penn State University (1982) where she also earned an MBA from The Smeal College of Business (1984). We believe Ms. Baird’s strong communications, marketing, sales and operating experience and a proven record of creating, building, and leading well-known brands provides the requisite qualifications, skills, perspectives, and experiences to serve on our Board.
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Ian Harris
Age: 36
Director since February 2022
Chief Financial Officer, Talkspace, Inc.
Committees:
Finance
Compensation
Mr. Harris is the Chief Financial Officer of Talkspace, Inc. (NASDAQ: TALK), a leading healthcare technology company that provides virtual behavioral healthcare services. Prior to joining Talkspace, Mr. Harris was a Partner and Managing Director at Hudson Executive Capital, an investment firm that seeks to identify value-oriented opportunities in the small/mid-cap U.S. public markets, from May 2017 to May 2024. Mr. Harris also serves on the board of Liberated Syndication Inc., a leading provider of podcast hosting and advertising services. From August 2020 until February 2022, Mr. Harris also served as an advisor to the Company’s management team and the Board on financial and operational matters. Prior to joining Hudson Executive, Mr. Harris served as an investment banking Associate at Barclays Capital.
Mr. Harris received his Bachelor of Arts degrees from Brown University. We believe Mr. Harris’s familiarity with the Company and his background in corporate finance and investing provides the requisite qualifications, skills, perspectives and experiences to serve on our Board.
Jacob Lamm
Age: 60
Director since April 2020
Founder & Independent Consultant, Enterik Advisory LLC
Committees:
NCG
Finance (Chair)
Mr. Lamm is founder and Independent Consultant to Enterik Advisory LLC, providing executive and board level consulting services with a focus on organic and inorganic growth strategies. Mr. Lamm was the Chief Operating Officer of InVisionApp Inc., a digital product design platform, from 2020 to 2022. He previously served as Executive Vice President of CA Technologies, a provider of information technology management software and solutions, from 2009 to 2019, where he was responsible for corporate strategy, M&A, venture investing, strategic alliances, and new business incubation. Prior to joining CA Technologies, he co-founded and served as CTO of Professional Help Desk, a provider of Service Management software that was acquired by CA Technologies.
Additionally, Mr. Lamm has served as a director of both private and non-profit organizations, serving as a director for the Long Island High Technology Incubator, the New York State Smart Grid Consortium and Watermark Medical Inc., a medical technology company focused on remote diagnostic testing, therapy and patient follow-up, the latter from 2010 to 2018.
Mr. Lamm earned a B.S. in computer information science from the City University of New York - Brooklyn College in 1987. We believe Mr. Lamm’s extensive experience in high-growth technology companies provide the requisite qualifications, skills, perspectives, and experiences to serve on our Board.
Michael K. Passilla
Age: 58
Director since April 2020
CEO, Posillipo Ventures, Inc.
Committee:
Compensation (Chair)
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Mr. Passilla has served as the CEO of Posillipo Ventures, Inc., an investment and advisory services business, since 2018. He previously served as Vice Chairman at Chase Merchant Services, the global payment processing division of JPMorgan Chase & Co, from 2016 to 2018. Prior to that, he was the Chief Executive Officer of Chase Merchant Services from 2013 to 2016. Mr. Passilla was the Chief Executive Officer and President of Elavon, Inc., a global payments processing firm, from 2010 to 2013.
Mr. Passilla has been a member of the Board of Directors of Priority Technology Holdings, Inc. (NASDAQ: PRTH), an IT service management company, since 2019, a Strategic Advisor to Optimized Payments, Inc., a consulting and analytics firm specializing in the payments ecosystem, since 2021, a member of the Board of Directors of Bridge2 Solutions, LLC, a SaaS platform technology company, since 2020 (until it was sold to Bakkt), and a member of the Board of Directors of P97 Networks, Inc., a mobile commerce and digital marketing platform, since 2019 up until its sale in April of 2025.
Mr. Passilla earned a BBA from the University of Notre Dame in 1989 and earned an MBA from The J.L. Kellogg Graduate School of Management at Northwestern University in 1995. We believe Mr. Passilla’s leadership experience and extensive knowledge of the payments industry provide the requisite qualifications, skills, perspectives, and experiences to serve on our Board.
Ellen Richey
Age: 76
Director since April 2020
Former Vice Chair of Risk and Public Policy, Visa Inc.
Committees:
Audit and Risk
Finance
Ms. Richey served as Vice Chair of Risk and Public Policy of Visa Inc. (“Visa”), a global payments technology company, from 2014 to 2019, and as Chief Risk Officer from 2017 to 2019. In such roles, Ms. Richey oversaw risk management, including enterprise risk, settlement risk, operational resilience, internal audit, and risks to the integrity of the broader payments ecosystem, and served as a member of Visa’s senior executive committee. During 2014, Ms. Richey concurrently served as Chief Legal Officer, assuming responsibility for the legal function in addition to her risk responsibilities. From 2007 to 2013, Ms. Richey served as Executive Vice President and Chief Enterprise Risk Officer. In that role, she was responsible for oversight of Visa’s compliance, audit and risk teams, including payment system risk, settlement risk and enterprise risk.
Ms. Richey serves on the Board of Directors of Green Dot Corporation (NYSE: GDOT), for which she has served on the Risk and Nominating and Corporate Governance Committees, chairing the Risk Committee since 2023. She also served on the Board of Directors of the Girl Scouts of Northern California, which she chaired from 2018 to 2022.
Ms. Richey earned a B.A. in Linguistics and Far Eastern Languages from Harvard University (1970) and a J.D. from Stanford University (1977) and served as a law clerk for Associate Justice Lewis F. Powell, Jr., of the United States Supreme Court, from 1979 to 1980. We believe Ms. Richey’s extensive experience in the payments industry and in risk management, compliance and audit provide the requisite qualifications, skills, perspectives, and experiences to serve on our Board.
Anne M. Smalling
Age: 59
Director since April 2020
President & Managing Partner, HM International, LLC
Committees:
Audit and Risk
NCG (Chair)
Ms. Smalling is President and Managing Partner of HM International, LLC (“HMI”), a diversified holding company with a long-term investment focus. She provides oversight and supervision of the operating businesses focusing on strategic planning, financing, acquisition and divestitures.
Ms. Smalling currently serves as the Chair of the Boards of Directors of Quality Sausage Company, LLC, and American Innovations. She also serves on the Boards of Directors of Igasamex, S. de R.L. de C.V., Garrison Brothers, Organicare and The Savings Group. She formerly served as Chairman of Windsor Quality Food Company, a leader in frozen food manufacturing for consumers and foodservice, from 2004 to 2014.
Ms. Smalling earned a B.S. in Developmental Psychology from Cornell University (1987) and an MBA from Harvard Business School (1992). We believe Ms. Smalling’s operational expertise and experience in strategic planning and financing in a broad range of industries, provide the requisite qualifications, skills, perspectives, and experiences to serve on our Board.
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Ravi Venkatesan
Age: 49
Director since October 2022
CEO, Cantaloupe, Inc.
Committee:
None
Mr. Venkatesan is the Company’s Chief Executive Officer. Mr. Venkatesan served as the Company’s Chief Operating Officer from February 2022 until his promotion as CEO effective October 1, 2022, and prior to that, as the Company’s Chief Technology Officer since December 2020. Prior to joining the Company, Mr. Venkatesan was Head of Innovation at Bakkt Holdings, Inc. (“Bakkt”). He held the dual roles of Chief Technology Officer and Chief Product Officer at Bridge2 Solutions, Inc., preceding its sale to ICE, the 365 Retail Markets company of Bakkt. Prior to his position at Bakkt he was the Vice President of Information Technology Strategy and Delivery at Cbeyond, Inc. Earlier in his career he served as a consulting leader with Accenture LLP.
Mr. Venkatesan graduated from Bangalore University in 1997 with a degree in Electronics and went through a Post Graduate Program in Finance and Information Management from the Management Development Institute in 2000. We believe Mr. Venkatesan’s track record of technology leadership and experience in payments companies, as well as his unique understanding of our operations, opportunities and challenges provide the requisite qualifications, skills, perspectives, and experiences to serve on our Board.
Shannon S. Warren
Age: 55
Director since April 2020
Owner & Principal, SSW Consulting LLC
Committee:
Audit and Risk (Chair)
Ms. Warren is the owner and principal of SSW Consulting LLC, which provides risk and finance advisory services. Ms. Warren was the Chief Control Officer of JPMorgan Chase & Co. (JPM), a global financial services firm, from 2012 to 2016. In this role, she established the Oversight and Control function, designed the framework for the identification and management of operational risk in all products and services offered by JPM, implemented more comprehensive operational risk management technology and managed supervisory regulatory relationships globally. Prior to this role, Ms. Warren was the Corporate Controller and held several additional finance roles at JPM since joining in 2000 and has expertise in accounting and financial reporting matters.
Ms. Warren currently serves as a member of the Board of Directors of Firstkey Homes LLC, Member of the Competitiveness Council for Cerberus Operations and Advisory Company, and advisor to Brex, Inc. and Azimuth GRC.
Ms. Warren is a graduate of the University of Michigan and is a Certified Public Accountant (inactive). We believe Ms. Warren’s extensive experience in the payments industry and in compliance and audit provide the requisite qualifications, skills, perspectives, and experiences to serve on our Board.
Executive Officers
The following is detailed information about each of our executive officers other than Mr. Venkatesan whose biographical information is included under “—Board of Directors” above.
Scott Stewart
Position(s): Chief Financial Officer (since February 2022)
Age: 52
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As Chief Financial Officer, Mr. Stewart oversees the Company’s finance organization, including financial strategy and operations, accounting and financial reporting, planning and analysis, tax, treasury, and investor relations. Prior to becoming Chief Financial Officer, Mr. Stewart served as the Chief Accounting Officer of Cantaloupe from September 2020 until January 2022. Mr. Stewart joined Cantaloupe after serving 13 years with the Intercontinental Exchange (ICE), which operates exchanges and clearing houses across the globe, such as the New York Stock Exchange (NYSE), and provides data services and technology solutions to financial institutions, investors and corporations. During his time at ICE, Mr. Stewart served in various positions, most recently as Assistant Controller, where his responsibilities included managing and overseeing the production of external financial statements, implementation of new accounting standards, maintaining corporate controls and ensuring SOX compliance across all accounting processes. Following ICE’s acquisition of NYSE, Mr. Stewart supervised the integration of NYSE’s accounting function into ICE’s accounting group, including the transition of employees, consolidation of job functions, roles and responsibilities, and moving the NYSE accounting function from New York to Atlanta. Prior to his employment with ICE, Mr. Stewart was a Senior Auditor at Ernst & Young from 2003 until 2007.
A graduate of Clemson University, Mr. Stewart holds both a Bachelor of Science in Accounting and Master of Professional Accountancy. He is also a certified public accountant.
Jeffrey Dumbrell
Position(s): Chief Revenue Officer (since January 2022)
Age: 56
Mr. Dumbrell has over 20 years of experience building and scaling high-performing payments and technology organizations globally. Prior to joining Cantaloupe, Mr. Dumbrell served as Senior Vice President, Strategic Partnerships at Boost Payment Solutions from July 2021 until December 2021. From 2018 to 2021, Mr. Dumbrell was a partner at Boyden Global and president at SCP Holdings, Inc. From 2013 until 2016, Mr. Dumbrell co-founded and was CEO of PowaPOS, a B2B infrastructure provider of tablet and smartphone-based payments technology for the point-of-sale industry, prior to its sale to SuperCom (Nasdaq: SPCB) in 2016. From 2008 to 2013, Dumbrell served as EVP of Europe, Middle East, Africa and Asia Pacific at VeriFone Systems, Inc. where revenue grew during his tenure from approximately $350 million to over $900 million across 50+ countries. Prior to that role, Dumbrell led VeriFone’s North America effort for five years, growing revenue to over $350 million. While at VeriFone he expanded the company’s highly successful channel partnership relationships in the US, Canada, and throughout Europe and the Middle East.
Gaurav Singal
Position(s): Chief Technology Officer (since September 2022)
Age: 47
Mr. Singal has over 20 years in experience scaling technology companies and driving product innovation. Prior to joining Cantaloupe, Singal served as the executive Vice President and Chief Information Officer of the Georgia Lottery Corporation, where he led the organization through a successful digital transformation. His previous experience includes serving as the Chief Product Officer for Last Mile at XPO Logistics, a Vice President of technology at Goldman Sachs, and as a former technology startup founder. Mr. Singal holds an undergraduate degree in Chemical Engineering from the Indian Institute of Technology at Delhi and a Master’s degree in Computer Science from the University of Illinois, Chicago.
Anna Novoseletsky
Position(s): Chief Legal and Compliance Officer & General Counsel, Corporate Secretary (since January 2023)
Age: 48
Ms. Novoseletsky is a seasoned attorney with expertise in global payments, digitization, and e-commerce. Prior to joining Cantaloupe, Ms. Novoseletsky was VP & Associate General Counsel and Head of Legal at Discover Financial Services, where she partnered with senior executives to set strategy within the payments business to evaluate risk on various global business initiatives, focused on corporate governance and regulatory framework of the payments service industry, and was General Counsel for Discover Network, PULSE Network, and Diners Club International. Ms. Novoseletsky earned her Juris Doctor degree from Northwestern University School of Law and her Bachelor and Master of Laws from the Ukrainian State Law Academy with highest honors. Ms. Novoseletsky is an active member of the Legal Aid Society’s Advisory Board of the Metropolitan Family Services of Chicago and devotes significant time to volunteerism and pro bono work. Previously she practiced at Latham & Watkins LLP, one of the premier global business law firms, where she started her practice focusing on public and private mergers and acquisitions and advising independent directors in conflict-of-interest transactions, and public company representation. Prior to that role, Ms. Novoseletsky started her legal career in Russia and Ukraine, practicing law under the umbrella of a consulting company in Moscow.
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Jared Grachek
Position(s): Chief Accounting Officer (since May 2023)
Age: 39
As Chief Accounting Officer, Mr. Grachek serves as Cantaloupe’s principal accounting officer, overseeing all accounting and financial reporting processes. From April 2021 to May 2023, Mr. Grachek worked as the Controller for Lending Point, a large private equity-backed financial technology company, where he was directly responsible for all accounting operations including financial reporting, technical accounting, and tax compliance. From May 2008 to March 2021, Mr. Grachek worked in the audit practice at the accounting firm Ernst & Young where he served public and private companies in the financial technology and capital markets industries. Mr. Grachek is a financial professional with more than fifteen years of combined industry and public accounting (Big 4) experience supporting SEC registrants and rapidly growing private companies externally though audit and consulting engagements and internally through the controllership function.
Mr. Grachek earned his Master's in Business Administration from Emory University Goizueta Business School, his Master of Science in Accountancy from the University of Notre Dame - Mendoza College of Business and his Bachelor of Business Administration in Finance from the University of Georgia -Terry College of Business. Mr. Grachek is also a Certified Public Accountant.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission reports of ownership of Company securities and changes in reported ownership. Based on a review of reports filed with the SEC, or written representations from reporting persons that all reportable transaction were reported, the Company believes that during the fiscal year ended June 30, 2025, the Company’s officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a), except reports filed by Messrs. Bergeron, Lamm, Harris and Passilla and Mses. Baird, Warren and Smalling regarding the grant of RSUs, which were filed late as a result of an administrative error, as well as reports filed by Messrs. Grachek, Stewart, Venkatesan, Singal and Dumbrell and Ms. Novoseletsky regarding historic grants of RSUs, which were similarly filed late as a result of an administrative error.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all of our directors, officers and employees. The Code of Conduct is posted on our website at www.cantaloupe.com. The Board must grant any waiver from a provision of the Code of Conduct to any executive officer or director, and any such waiver will be disclosed as required by law or stock market regulation.
Board Committees
As permitted under Pennsylvania law and the Company’s Articles of Incorporation and Bylaws, the Board has established and delegated certain authority and responsibility to four standing committees: the Audit and Risk Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Finance Committee (each, a “Committee”). The Board annually reviews the membership of, and the authority and responsibility delegated to, each committee.
Audit & Risk Committee and Financial Experts
Mses. Warren, Smalling and Richey are the members of the Audit Committee. Ms. Warren, an independent director, has been identified as an “audit committee financial expert” as that term is defined in the rules and regulations of the SEC.
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Insider Trading Policy
We have adopted the Cantaloupe, Inc. Insider Trading Policy (the “Insider Trading Policy”), which governs the purchase, sale and other dispositions of our securities by all of our directors, officers and employees, as well as their family members and other persons who live with them, and any corporations, limited liability companies, partnerships, trusts or other entities over which they influence or control. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, as well as the rules and regulations of the NASDAQ. It prohibits those who are subject to the policy from trading securities of any company, including the Company, while in possession of material non-public information, and from buying, selling or gifting Company securities even if not in possession of such information during certain trading blackout periods, subject to limited exceptions. It also prohibits those who are subject to the policy from effecting short sales of Company securities and from engaging in hedging transactions and purchasing or selling derivative securities, such as puts and calls, relating to Company securities. The Insider Trading Policy also imposes additional trading restrictions applicable to our directors, executive officers and employees. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.1.
Item 11. Executive Compensation.
Compensation Discussion & Analysis
The following Compensation Discussion and Analysis (“CD&A”) provides information regarding our executive compensation philosophy, the elements of our executive compensation program, and the factors that were considered in the compensation actions and decisions for our named executive officers during fiscal 2025. The CD&A should be read together with the compensation tables and related disclosures set forth elsewhere herein.
Named Executive Officers
During fiscal 2025, our named executive officers (“NEOs”) were as follows:
•Ravi Venkatesan (Chief Executive Officer)
•Scott Stewart (Chief Financial Officer)
•Jeffrey Dumbrell (Chief Revenue Officer)
•Gaurav Singal (Chief Technology Officer)
•Anna Novoseletsky (Chief Legal and Compliance Officer)
Fiscal Year 2025 Compensation Highlights
Elements of Compensation
The components of our NEO compensation program are summarized in the table below, and more detailed discussions of each component follow:

Element | Key Characteristics | Why We Pay This Element | How We Determine
Base Salary | •Fixed compensation component payable in cash. Reviewed annually and adjusted when appropriate. | •Provide a base level of competitive cash compensation for executive talent. | •Experience, job scope, and individual performance. •Market and peer data

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Annual Bonus | •Variable compensation component payable in cash based on performance as compared to Company and/or individual performance goals. | •Motivate and reward executives for performance on key operational, financial, and personal measures during the year. | •Organizational and/or individual performance. Discretionary bonuses are based on various factors, including past performance. •Market and peer data. •2025 Financial Goals Based on: Revenue, Adjusted EBITDA, Monthly Recurring Revenue Growth.
Equity Awards | •Variable compensation component payable in restricted stock, restricted stock units, and/or stock options. | •Alignment of long-term interests of management and shareholders and retention of executive talent. | •Organizational and/or individual performance. •Outstanding Performance-Based Options Goals Based on: Share Price.
Perquisites and Other Personal Benefits | •Provide basic competitive health, welfare, and 401(k) benefits. | •Provide market-standard benefits programs to our workforce. | •Periodic review of benefits provided generally to all employees.

Incentive Plan Performance
Annual bonuses for fiscal year 2025 were awarded based on the achievement of predetermined corporate goals and the Board of Directors discretionary evaluation (discretion made up 15% of the predetermined corporate goals). The corporate goals were based on the Company’s Adjusted EBITDA (40%), Revenue (25%), Monthly Recurring Revenue Growth (20%), as detailed in the tables below:

Metric | Goal Weighting | Minimum Objective | Payout | Target Objective | Payout | Target Objective | Payout
Adjusted EBITDA(1) | 40% | 43,000,000 | 70% | 47,800,000 | 100% | 53,000,000 | 130%
Total Revenue | 25% | 308,000,000 | 70% | 315,000,000 | 100% | 322,000,000 | 130%
Monthly Recurring Revenue(2) | 20% | 10% | 70% | 15% | 100% | 20% | 130%
Board Discretion | 15% | Not applicable

(1)We define Adjusted EBITDA as U.S. GAAP net income before (i) interest income, (ii) interest expense, (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 (a) investigation, proxy solicitation and restatement expenses, net of insurance recoveries, (b) integration, acquisition, due diligence, and license application expenses, (c) costs as a result of auditor transitions, (d) severance, and (e) remediation expenses.
(2)We define Monthly Recurring Revenue Growth as the increase in revenue generated from subscription services during the fiscal year and use this metric as we believe it appropriately incentivizes our NEOs to achieve sustainable growth, which setting challenging goals that, if achieved, will deliver value to our shareholders.
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Our Compensation Philosophy
The Company’s compensation philosophy is designed to attract and retain key executives responsible for our success, reflect pay-for-performance, and align management’s interests with the creation of long-term shareholder value. The Compensation Committee believes that these goals are best accomplished by tying a significant portion of compensation to the achievement of performance goals and equity incentives.
Emphasis on Equity Awards
In particular, the Compensation Committee believes that equity awards are an essential component of an effective compensation program because they provide a direct link between our shareholders’ interests and our employees, executive officers, directors, and advisors. The Compensation Committee - and the Board - believe that this link is key to the future success of the Company and have been working to implement changes in the Company’s compensation programs to emphasize equity compensation. A more prominent role for equity compensation in our programs also enhances equity ownership in the Company by our employees, executive officers, and directors, which our Compensation Committee and Board believe is essential to increasing shareholder alignment. The Compensation Committee firmly believes that the Company can best attract and retain key talent by providing attractive “upside” growth opportunity if our leadership succeeds in improving our Company’s past performance, which is directly aligned with our shareholder interests. For further information on our equity award program for our NEOs, please see the below discussion under “-Equity Awards.”
Compensation Process
Roles and Responsibilities
Compensation Committee: The Compensation Committee is responsible for annually reviewing and recommending to the Board for approval the corporate goals and objectives relevant to the compensation of the executive officers of the Company, evaluating the executive officers’ performance in light of those goals and objectives, and recommending for approval to the Board the executive officers’ compensation levels based on this evaluation.
Chief Executive Officer: From time to time, the Compensation Committee may seek input and recommendations from the Chief Executive Officer regarding the compensation of other executive officers; however, the Chief Executive Officer is not present during voting or deliberations on his compensation.
Compensation Consultant: Our Compensation Committee engaged Aon’s Human Capital Solutions practice, a division of Aon PLC (“Aon”), otherwise known as McLagan, as its executive compensation consultant beginning during fiscal year 2022. In this capacity, Aon advised the Compensation Committee on the structure and design of our executive compensation program, including the amount and mix of compensation for fiscal years 2023, 2024, and 2025, on the Company’s comparative peer group, and director compensation.
Market Analysis
Our peer group was selected based on industry relevancy with revenue and market capitalization metrics utilized to ensure appropriate size comparisons. The peer group approved and used by the Compensation Committee during fiscal year 2025 was made up of these 16 companies:
•Atlanticus Holding Corporation
•AvidXchange Holdings, Inc.
•Bakkt Holdings, Inc.
•Cardlytics, Inc.
•Cass Information Systems, Inc.
•CoreCard Corporation
•CPI Card Group, Inc.
•Flywire Corporation
•i3 Verticals, Inc.
•International Money Express, Inc.
•PAR Technology Corporation
•PaySign, Inc.
•Priority Technology Holdings, Inc.
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•Repay Holdings Corporation
•Sezzle, Inc.
•Usio, Inc.
Aon provided the Compensation Committee with comparative analyses based on (1) proxy data from Cantaloupe’s identified peer group and (2) industry data from Aon’s proprietary surveys. Market data is used as a reference point and is only one factor in the Compensation Committee’s overall assessment process. Executive compensation levels at Cantaloupe are not directly tied to any specific “benchmark” or other comparative market level. While Aon reports to the Compensation Committee, it also works with the Company’s Human Resources department and senior management to facilitate Compensation Committee work. Representatives of Aon attended and presented its study results, by video conference, to a meeting of the Compensation Committee.
The Compensation Committee considered factors relevant to Aon’s independence under SEC and Nasdaq rules and has determined that Aon is independent under these factors.
Fiscal Year 2025 Executive Compensation
The summary below represents the Company’s 2025 executive compensation overview.
Base Salary

NEO | Fiscal 2024 Beginning-of-Year Annual Base Salary | Fiscal 2025 End-of-Year Annual Base Salary | % Increase
Mr. Venkatesan | $450,000 | $450,000 | —%
Mr. Stewart | $400,000 | $416,000 | 4%
Mr. Dumbrell | $400,000 | $416,000 | 4%
Mr. Singal | $362,250 | $373,115 | 3%
Ms. Novoseletsky | $325,000 | $350,000 | 8%

Base salary is the fixed component of our NEOs’ annual cash compensation and is set with the goal of attracting and retaining talented executives and adequately compensating and rewarding them for services rendered during the fiscal year. The Compensation Committee reviews our NEOs’ base salaries on an annual basis. Base salaries are intended to reflect an individual’s level of responsibility and performance; however, the Compensation Committee also considers changes in duties and responsibilities, our business and financial results, and its knowledge of market practices in setting and adjusting base salaries.
Annual Bonus
Performance-based annual cash bonuses based on achievement of pre-established performance goals provide NEOs with an opportunity to receive additional cash compensation based on their performance and Company results, including the achievement of pre-determined Company and/or individual performance goals. Although the Compensation Committee intends that our annual bonus program should primarily rely on pre-established performance metrics and goals, the Compensation Committee also retains flexibility to include discretionary elements in our program so that the program may be adapted to adequately suit its retentive purpose and reflect performance that may not be adequately captured in pre-established, objective metrics.
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Annual bonuses for fiscal year 2025 were awarded based on the achievement of predetermined corporate goals and the Board of Directors discretionary evaluation (discretion made up 15% of the predetermined corporate goals). The corporate goals were based on the Company’s Adjusted EBITDA (40%), Revenue (25%), and Monthly Recurring Revenue Growth (20%), as detailed in the table below:

Component | Weight | Rationale
Adjusted EBITDA | 40% | These metrics appropriately incentivized our NEOs to achieve sustainable growth in fiscal year 2025, while setting challenging goals that, if achieved, would deliver value to our shareholders.
Revenue ($) | 25%
Monthly Recurring Revenue Growth (%) | 20%
Board Discretion (%) | 15%

Achievement below the Minimum level as established in the below table would result in a “Percent Achieved” of 0% for the applicable metric. Achievement at the Target level would result in a “Percent Achieved” of 100% for the applicable metric. And achievement at the Maximum level would result in a “Percent Achieved” of 130% for the applicable metric. Each metric was capped at a “Percent Achieved” of 130%. Payouts are interpolated on a linear basis for achievement between the levels set forth in the table. The Compensation Committee selected the Adjusted EBITDA, Revenue, and Monthly Recurring Revenue Growth (the increase in revenue generated from subscription services during the fiscal year) metrics because it believed that these metrics appropriately incentivized our NEOs to achieve sustainable growth in fiscal year 2025, while setting challenging goals that, if achieved, would deliver value to our shareholders. Adjusted EBITDA is a non-GAAP financial measure which is not required by or defined under GAAP. We use this non-GAAP financial measure for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons, which we believe makes it appropriate to use for our incentive compensation plans. We define Adjusted EBITDA as U.S. GAAP net income before (i) interest income on cash and leases, (ii) interest expense on debt and sales tax reserves, (iii) income tax provision, (iv) depreciation, (v) amortization, (vi) stock-based compensation expense, (vii) fees and charges, net of reimbursement from insurance proceeds, that were incurred in connection with the 2019 Investigation and financial statement restatement activities as well as proxy solicitation costs that are not indicative of our core operations, (viii) one-time project expense, one-time severance expenses, and infrequent integration and acquisition expense, and (ix) certain other significant infrequent or unusual losses and gains that are not indicative of our core operations including asset impairment charges, and gain on extinguishment of debt.
Financial Goals and Achievement
Based on the actual achievement of each metric in fiscal year 2025 described below, the Compensation Committee calculated an overall achievement on the fiscal 2025 corporate goals of 71.8%, as detailed in table below:

Performance Metric | Minimum | Target | Maximum | Actual Achieved | Percent Achieved | Weighting | Weighted Percent Achieved
Adjusted EBITDA ($) | $43,000,000 | $47,800,000 | $53,000,000 | $46,740,000 | 93.4% | 40% | 37.4%
Revenue ($) | $308,000,000 | $315,000,000 | $322,000,000 | $302,548,000 | —% | 25% | —%
Monthly Recurring Revenue Growth (%) | 10% | 15% | 20% | 11% | 82.2% | 20% | 16.4%
Board Discretion (%) | Not applicable. | Not applicable. | Not applicable. | Not applicable. | Not applicable. | 15% | 18.0%
Total Corporate Percent Achieved | 71.8 | %

No personal achievement levels were determined for each of our NEO’s in fiscal year 2025 as each NEO’s annual target bonus opportunity is equal to a percentage of their base salary, based on the achievement of corporate performance goals. The individual performance goals for each of our NEOs were primarily focused on projects and initiatives within the functional areas of each NEO to support the accomplishment of corporate goals. For fiscal 2025, the board approved 120% payout on the board discretionary target.
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Fiscal Year 2025 Annual Bonuses
Based on the results achieved above, fiscal year 2025 bonuses earned by each of our NEOs we calculated as set forth in the below table (and in the “Summary Compensation Table” below).

Name | Weight of Corporate Portion | Total Percentage Achieved (A) | Target Bonus (B) | Fiscal 2025 Annual Bonus (A x B)
Ravi Venkatesan | 100% | 71.8% | $450,000 | $323,100
Scott Stewart | 100% | 71.8% | $208,000 | $149,344
Jeffrey Dumbrell | 100% | 71.8% | $208,000 | $149,344
Gaurav Singal | 100% | 71.8% | $186,559 | $133,949
Anna Novoseletsky | 100% | 71.8% | $175,000 | $125,650

Equity Awards
As described above, our Compensation Committee believes that equity awards are an essential component of an effective compensation program, because they provide a direct link between our shareholders’ interests and our employees, executive officers, directors, and advisors. Our Compensation Committee is therefore focused on emphasizing the importance of equity compensation awards in setting executive compensation.

Ravi Venkatesan | Fiscal Year 2023 | •On August 11, 2022, Mr. Venkatesan was awarded a grant of 12,011 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Venkatesan’s continued employment through each such vesting date. •In connection with his appointment to Chief Executive Officer, Mr. Venkatesan was granted the option to purchase 800,000 options pursuant to the Company’s 2018 Equity Incentive Plan, to be vested equally on the first four anniversaries of October 1, 2022, which are subject to the terms of the award agreement and contingent on the approval of additional shares in the Second Amendment to the Company’s 2018 Equity Incentive Plan.
Fiscal Year 2024 | •On August 4, 2023, Mr. Venkatesan was awarded a grant of 32,904 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Venkatesan’s continued employment through each such vesting date.
Fiscal Year 2025 | •On September 2024, Mr. Venkatesan was awarded a grant of 26,745 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Venkatesan’s continued employment through each such vesting date.

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Scott Stewart | Fiscal Year 2023 | •On August 11, 2022, Mr. Stewart was awarded a grant of 11,260 RSUs and 225,000 options, which each vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Stewart’s continued employment through each such vesting date.
Fiscal Year 2024 | •On August 4, 2023, Mr. Stewart was awarded a grant of 16,952 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Stewart’s continued employment through each such vesting date.
Fiscal Year 2025 | •On August 2, 2024, Mr. Stewart was awarded a grant of 37,500 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Stewart’s continued employment through each such vesting date. •On September 20, 2024, Mr. Stewart was awarded a grant of 14,264 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Stewart’s continued employment through each such vesting date.
Jeff Dumbrell | Fiscal Year 2023 | •On August 12, 2022, Mr. Dumbrell was awarded a grant of 11,260 RSUs and 225,000 options, which each vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Dumbrell’s continued employment through each such vesting date.
Fiscal Year 2024 | •On August 4, 2023, Mr. Dumbrell was awarded a grant of 16,952 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Dumbrell’s continued employment through each such vesting date.
Fiscal Year 2025 | •On August 2, 2024, Mr. Dumbrell was awarded a grant of 37,500 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Dumbrell’s continued employment through each such vesting date. •On September 20, 2024, Mr. Dumbrell was awarded a grant of 14,264 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Dumbrell’s continued employment through each such vesting date.

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Gaurav Singal | Fiscal Year 2023 | •In connection with our hiring of Mr. Singal as our Chief Technology Officer, Mr. Singal was awarded an initial grant of 200,000 stock options on October 27, 2022 with an exercise price of $3.27 per share, which are eligible to vest as follows: eligible to vest in three equal annual installments on the first three anniversaries of the October 27, 2022 dates and in each case subject to Mr. Singal’s continued employment through the applicable vesting date.
Fiscal Year 2024 | •On August 4, 2023, Mr. Singal was awarded a grant of 15,355 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Singal’s continued employment through each such vesting date.
Fiscal Year 2025 | •On September 20, 2024, Mr. Singal was awarded a grant of 12,198 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mr. Singal’s continued employment through each such vesting date.
Anna Novoseletsky | Fiscal Year 2023 | •N/A
Fiscal Year 2024 | •In connection with our hiring of Ms. Novoseletsky as our Chief Legal and Compliance Officer, Ms. Novoseletsky was awarded an initial grant of 100,000 stock options on January 24, 2023, with an exercise price of $5.19 per share, which are eligible to vest as follows: eligible to vest in three equal annual installments on the first three anniversaries of the January 24, 2023 dates and in each case subject to Ms. Novoseletsky’s continued employment through the applicable vesting date. •On August 4, 2023, Ms. Novoseletsky was awarded a grant of 14,258 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Mrs. Novoseletsky’s continued employment through each such vesting date.
Fiscal Year 2025 | •On September 20, 2024, Ms. Novoseletsky was awarded a grant of 11,589 RSUs, which vest in three equal installments on each of anniversary of the grant date, generally subject to Ms. Novoseletsky’s continued employment through each such vesting date.

Executive Perquisites and Other Benefits
Perquisites do not make up a significant portion of NEO compensation. Our NEOs are generally entitled to participate in the health care coverage, group insurance, and other employee benefits (e.g., 401(k) plan) broadly available to our other employees.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included herein with the Company’s management. Based upon such review and the related discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
Compensation Committee
Michael K. Passilla (Chair)
Lisa P. Baird
Douglas Bergeron
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Summary Compensation Table
The following table sets forth certain information with respect to compensation paid or accrued by the Company during the fiscal years ended June 30, 2025, 2024, 2023, to each of our fiscal year NEOs. For further information regarding the Company’s fiscal 2025 compensation program for our NEOs, please refer to the discussion above under “-Elements of Compensation” and “-Executive Employment Agreements.”

Name and Principal Position | Fiscal Year | Salary(1) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(5) | Total
Ravi Venkatesan Chief Executive Officer | 2025 |  | 450,000 |  |  | 172,238 |  |  | — |  |  | 323,123 |  |  | 12,346 |  |  | 957,707 |
2024 |  | 450,000 |  |  | 244,148 |  |  | — |  |  | 344,475 |  |  | 7,615 |  |  | 1,046,238 |
2023 |  | 434,003 |  |  | 80,233 |  |  | 1,856,000 |  |  | 420,389 |  |  | 11,909 |  |  | 2,802,534 |
Scott Stewart Chief Financial Officer | 2025 |  | 416,000 |  |  | 631,110 |  |  | — |  |  | 149,355 |  |  | 228,696 |  |  | 1,425,161 |
2024 |  | 394,386 |  |  | 125,784 |  |  | — |  |  | 153,100 |  |  | 20,396 |  |  | 693,666 |
2023 |  | 377,723 |  |  | 75,217 |  |  | 902,250 |  |  | 206,386 |  |  | 13,741 |  |  | 1,575,317 |
Jeffrey Dumbrell Chief Revenue Officer | 2025 |  | 416,000 |  |  | 631,110 |  |  | — |  |  | 149,355 |  |  | 14,482 |  |  | 1,210,947 |
2024 |  | 394,386 |  |  | 125,784 |  |  | — |  |  | 153,100 |  |  | 9,958 |  |  | 683,228 |
2023 |  | 377,723 |  |  | 75,217 |  |  | 902,250 |  |  | 206,386 |  |  | 10,598 |  |  | 1,572,174 |
Gaurav Singal(6) Chief Technology Officer | 2025 |  | 373,117 |  |  | 83,192 |  |  | — |  |  | 133,958 |  |  | 9,675 |  |  | 599,942 |
2024 |  | 359,894 |  |  | 113,934 |  |  | — |  |  | 138,651 |  |  | 15,888 |  |  | 628,367 |
2023 |  | 275,962 |  |  | — |  |  | 406,000 |  |  | 158,244 |  |  | 104,577 |  |  | 944,783 |
Anna Novoseletsky(7) Chief Legal and Compliance Officer & General Counsel | 2025 |  | 350,000 |  |  | 74,633 |  |  | — |  |  | 225,659 |  |  | 13,946 |  |  | 664,238 |
2024 |  | 325,000 |  |  | 105,794 |  |  | — |  |  | 124,394 |  |  | 13,946 |  |  | 569,134 |
2023 |  | 143,044 |  |  | — |  |  | 317,000 |  |  | 73,470 |  |  | 1,739 |  |  | 535,253 |

(1)In fiscal 2025, this column includes (i) the salary paid to Messrs. Venkatesan, Stewart, Dumbrell, Singal and Ms. Novoseletsky.
(2)Represents bonus amounts accrued as of the respective fiscal year end and paid subsequent to fiscal year end based on respective employment agreements and achievement of corporate targets set by the Board.
(3)The grant date fair value of the stock awards shown in this column are computed in accordance with FASB ASC Topic 718. Please see Note 12 - Stock Based Compensation Plans for further information on how we compute the value of equity awards, and refer to the discussion above under “Elements of Compensation-Equity Awards” for further information on our equity program.
(4)The grant date fair value of the stock option awards shown in this column are computed using a Black-Scholes model for time vesting awards and Monte Carlo simulation model for performance-based awards in accordance with FASB ASC Topic 718. Please see Note 12 - Stock Based Compensation Plans for further information on how we compute the value of equity awards, and refer to the discussion above under “Elements of Compensation-Equity Awards” for further information on our equity program.
(5)Represents matching 401(k) plan contributions for each individual as well as associated with the Merger Agreement described in Note 21 - Subsequent Events, transaction bonuses of $200,000 and $100,000 were paid to Mr. Stewart and Ms. Novoseletsky, respectively.
(6)Mr. Singal commenced employment as our Chief Technology Officer in September 2022.
(7)Ms. Novoseletsky commenced employment as our Chief Legal and Compliance Office and General Counsel in January 2023.
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Grants of Plan-Based Awards
The table below summarizes the amounts of awards granted to our NEOs during the fiscal year ended June 30, 2025:

Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards |  | Estimated Future Payouts Under Equity Incentive Plan Awards |  | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards $/Sh | Grant Date Fair Value of Stock and Option Awards ($)
Threshold ($) | Target ($) | Maximum ($) |  | Threshold (#) | Target (#) | Maximum (#) |
Ravi Venkatesan | 2025 Annual Bonus | 315,000 |  | 450,000 |  | 585,000 |  |  | — |  | — |  | — |  |  | — |  | — |  | — |  | — |
9/20/2024(1) | — |  | — |  | — |  |  | — |  | 26,745 |  | — |  |  | 26,745 |  | — |  | — |  | 172,238 |
Scott Stewart | 2025 Annual Bonus | 145,600 |  | 208,000 |  | 270,400 |  |  | — |  | — |  | — |  |  | — |  | — |  | — |  | — |
9/20/2024(1) | — |  | — |  | — |  |  | — |  | 14,264 |  | — |  |  | 14,264 |  | — |  | — |  | 91,860 |
Jeffrey Dumbrell | 2025 Annual Bonus | 145,600 |  | 208,000 |  | 270,400 |  |  | — |  | — |  | — |  |  | — |  | — |  | — |  | — |
9/20/2024(1) | — |  | — |  | — |  |  | — |  | 14,264 |  | — |  |  | 14,264 |  | — |  | — |  | 91,860 |
Gaurav Singal | 2025 Annual Bonus | 130,591 |  | 186,559 |  | 270,400 |  |  | — |  | — |  | — |  |  | — |  | — |  | — |  | — |
9/20/2024(1) | — |  | — |  | — |  |  | — |  | 12,918 |  | — |  |  | 12,918 |  | — |  | — |  | 83,192 |
Anna Novoseletsky | 2025 Annual Bonus | 114,100 |  | 163,000 |  | 270,400 |  |  | — |  | — |  | — |  |  | — |  | — |  | — |  | — |
9/20/2024(1) | — |  | — |  | — |  |  | — |  | 11,589 |  | — |  |  | 11,589 |  | — |  | — |  | 74,633 |

(1)Restricted stock units granted on September 20, 2024 for each officer, vest in three equal installments on each anniversary of September 20, 2024.
Outstanding Equity Awards at Fiscal Year-End
The following table shows information regarding unexercised stock options and unvested equity awards held by our NEOs as of June 30, 2025:

Name | RSUs/RSA (#) | RSUs/ RSAs ($) | PSUs (#) | PSUs ($) | Options (#) | Options ($)
Ravi Venkatesan | 28,798 | 322,538 | — | — | 200,000 | 1,544,000
Scott Stewart | 40,159 | 449,781 | 37,500 | 420,000 | — | —
Jeffrey Dumbrell | 40,159 | 449,781 | 37,500 | 420,000 | — | —
Gaurav Singal | 13,730 | 153,776 | — | — | — | —
Anna Novoseletsky | 12,479 | 139,765 | — | — | 33,332 | 172,993

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Option Exercises and Stock Vested
The following table sets forth information regarding options exercised and shares of common stock acquired upon vesting by our NEOs during the fiscal year ended June 30, 2025:

| Option Awards |  | Stock Awards
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) |  | Shares Acquired on Vesting (#) | Value Realized on Vesting ($)
Ravi Venkatesan | — |  | — |  |  | 18,323 |  |  | $ | 143,114 |
Scott Stewart | — |  | — |  |  | 11,161 |  |  | $ | 85,340 |
Jeffrey Dumbrell | — |  | — |  |  | 9,405 |  |  | $ | 67,007 |
Anna Novoseletsky | — |  | — |  |  | 5,119 |  |  | 37,983 |
Gaurav Singal | — |  | — |  |  | 4,753 |  |  | 35,267 |

Potential P ayments Upon Change of Control
In accordance with Item 402(t) of Regulation S-K promulgated under the Securities Act of 1933, as amended, the table below sets forth the amount of payments and benefits that each of our named executive officers would or may receive in connection with the Merger. The amounts reported below are based on various assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described in the footnotes to the table and the below:
•The effective time of the Merger is October 2, 2025, which is the assumed date of the closing of the Merger solely for the purposes of this disclosure;
•The employment of each of our named executive officers is terminated other than for “cause” or by the named executive officer for “good reason”, in either case, immediately following the assumed effective time of the Merger;
•No named executive officer enters into a rollover agreement;
•Each named executive officer’s base salary remains unchanged from that in effect as of the date of this proxy statement;
•For purposes of the annual bonus payments and Cantaloupe PSUs set forth in the table, achievement is at the target levels of performance;
•No named executive officer has any payments or benefits that would be “excess parachute payments” pursuant Code Section 280G.

Named Executive Officer | Cash ($) (1) | Equity ($) (2) | Total ($)
Ravi Venkatesan | 1,350,000 | 1,866,538 | 3,216,538
Scott Stewart | 1,032,000 | 869,781 | 1,901,781
Jeffrey Dumbrell | 416,000 | 869,781 | 1,285,781
Gaurav Singal | 373,118 | 153,776 | 526,894
Anna Novoseletsky | 450,000 | 340,090 | 790,090

(1) Cash. Pursuant to each named executive officer’s applicable employment agreement, the named executive officer is entitled to the following:
•If Mr. Venkatesan is terminated by Cantaloupe without cause or resigns for good reason and within 24 months following a “change of control”, then, subject to his execution of a release of claims and continued compliance with the covenants in his employment agreement, Mr. Venkatesan will be provided a lump sum payment equal to his base salary (without giving effect to any reduction that is the basis for any resignation for “good reason”) plus an amount equal to the last annual bonus paid in the fiscal year completed prior to such termination.
•If Mr. Stewart is terminated by Cantaloupe without cause or resigns for good reason within 24 months following a “change of control”, then, subject to his execution of a release of claims and continued compliance with the covenants in his employment agreement, Mr. Stewart will be provided a lump sum payment equal to his base salary (without giving effect to any reduction that is the basis for any resignation for “good reason”) plus an amount equal to the last annual bonus paid in the fiscal year completed prior to such termination.
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•If Mr. Dumbrell, Mr. Singal or Ms. Novoseletsky are terminated by Cantaloupe without cause, and subject to execution of a general release of claims and separation agreement, a severance package consisting of six months of continued base salary.
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Severance is “double trigger” for Mr. Venkatesan and Mr. Stewart, while the cash payments received by certain of our named
executive officers in connection with the Merger, which are repayable to the Company if the Merger does not occur (the "Transaction Bonuses"), and the annual bonus payments are “single-trigger”. Severance for Mr. Dumbrell, Mr. Singal and Ms. Novoseletsky is not single or double trigger as severance is paid for these named executive officers based on a termination by Cantaloupe without cause and without respect to a change in control.
The following table quantifies each separate form of cash payment included in the aggregate total reported in the “Cash” column.

Named Executive Officer | Severance ($) | Transaction Bonus | 2026 Annual Bonuses ($)
Ravi Venkatesan | 900,000 | — | 450,000
Scott Stewart | 624,000 | 200,000 | 208,000
Jeffrey Dumbrell | 208,000 | — | 208,000
Gaurav Singal | 186,559 | — | 186,559
Anna Novoseletsky | 175,000 | 100,000 | 175,000

(2) Equity. Given the assumptions and treatment of Cantaloupe equity awards, these amounts reflect the cash-out of the Cantaloupe RSUs, Cantaloupe Restricted Stock Awards, Cantaloupe In-the-Money Options and Cantaloupe PSUs.
Fiscal 2025 Director Compensation
The table below summarizes the compensation of each individual who served as a non-employee director during the fiscal year ended June 30, 2024. In addition, the footnotes below include the outstanding equity awards held by each non-employee director as of June 30, 2025.

Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($)
Douglas G. Bergeron, Chair(2) | 85,000 | 100,000 | 185,000
Lisa P. Baird(2) | 50,000 | 100,000 | 150,000
Ian Harris(2) | 50,000 | 100,000 | 150,000
Jacob Lamm(2) | 57,500 | 100,000 | 157,500
Michael K. Passilla(2) | 60,000 | 100,000 | 160,000
Ellen Richey(2) | 60,000 | 100,000 | 160,000
Anne M. Smalling(2) | 57,500 | 100,000 | 157,500
Shannon Warren(2) | 75,000 | 100,000 | 175,000

(1)The grant date fair value of the RSU awards shown in this column are computed in accordance with FASB ASC Topic 718. Please see Note 12 - Stock Based Compensation Plans for further information on how we compute the value of equity awards.
(2)As of June 30, 2025, (i) directors Bergeron, Baird, Lamm, Passilla, Richey, Smalling, and Warren each had 120,000 unexercised stock options outstanding (which were granted on May 6, 2020 and have an exercise price of $6.49 per share) and (ii) director Harris had 87,500 unexercised stock options outstanding (which were granted on February 7, 2022 and have an exercise price of $8.02), in each case, with 25% of such options vesting on the first anniversary of the grant date (but eligible for prorated vesting upon separation of service for each completed calendar quarter of service following the grant date), and the remaining 75% of such options vesting in equal quarterly installments over the three-year period following the first anniversary of the grant date. Each of these directors also have 19157 RSUs that will vest on May 12, 2025.
CEO Pay Ratio Disclosure
As required by SEC rules, we are providing the following information about the relationship of the annualized total compensation of our Chief Executive Officer, Ravi Venkatesan, to that of our median employee. The pay ratio and annual total compensation amount disclosed in this section are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules.
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Median Employee Determination
We identified our median employee in fiscal 2025 by calculating the fiscal 2025 cash compensation for all of our employees, excluding our Chief Executive Officer, who were employed by us on June 30, 2025. Cash compensation included all cash salaries, wages, and bonuses paid to each employee during the fiscal year.
Annual Compensation of Median Employee Using Summary Compensation Table Methodology
After identifying the median employee as described above, we calculated annual total compensation for this employee using the same methodology we use in the Summary Compensation Table. The fiscal 2025 compensation for our median employee was $80,000, and our Chief Executive Officer was $957,707.
2025 Pay Ratio
Based on the above information, the estimated ratio of the annual total compensation of our Chief Executive Officer to the median employee is 12:1. The pay ratio reported by other companies may not be comparable to the pay ratio reported above, due to variances in business mix, proportion of seasonal and part-time employees, distribution of employees across geographies, and the wide range of methodologies that the SEC rules allow companies to adopt in calculating this pay ratio.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The following table sets forth information regarding compensation for Mr. Venkatesan, our principal executive officer (PEO), Mr. Feeney, our former principal executive officer, and average compensation related to our other named executive officers versus our Company performance for the past four years.

|  |  | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) |  | Value of Initial Fixed $100 Investment based on: |  |
Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) |  | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) |  | Net Income ($)(6) | Adjusted EBITDA* ($)(7)
2025 | 957,707 |  | 1,725,357 |  | 975,073 |  | 1,480,839 |  |  | 56 |  | 89 |  |  | 64,533,000 | $46,740,000
2024 | 1,046,238 |  | 2,137,587 |  | 643,599 |  | 1,046,244 |  |  | 56 |  | 89 |  |  | 11,993,000 |  | 33,960,000 |
2023 | 2,802,535 |  | 3,627,663 |  | 1,131,882 |  | 1,422,254 |  |  | 114 |  | 131 |  |  | 633,000 |  | 17,794,000 |
2022 | 990,474 |  | (1,989,647) |  | 1,086,222 |  | 1,326,797 |  |  | 80 |  | 119 |  |  | (1,703,000) |  | 9,892,000 |

* Adjusted EBITDA is a non-GAAP financial measure, Please see Key Metrics in Part II, Item 7. Management's Discussion and Analysis.
1.The dollar amounts reported in the column reflect the amounts of total compensation reported for Mr. Venkatesan and Mr. Feeney, as applicable, for each corresponding year in the “Total” column of the Summary Compensation Table. Mr. Venkatesan was our principal executive officer for the fiscal year ended June 30, 2024 and June 30, 2023, and Mr. Feeney was our principal executive officer for the fiscal year ended June 30, 2022.
2.Amounts are calculated in accordance with Item 402(v) and do not reflect actual amounts of compensation paid to the PEO and other Non-PEO NEOs. See table below for detail of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid.
3.The dollar amounts reported in the column reflect the average amounts of total compensation reported for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table.
4.Total shareholder return assumes that $100 was invested on the measurement date in the Company’s common stock and the peer group as set forth in footnote 5 below. The measurement date is established by the market close on the last trading day before the beginning of the Company’s third preceding fiscal year.
5.The peer group reflects the US Small-Cap Russell 2000® Index, which was used in the Stock Performance Graph included in our Annual Report.
6.Dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year
7.The Company has determined that Adjusted EBITDA from continuing operations is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers for the most recently completed fiscal year.
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| 2025 |  | 2024 |  | 2023 |  | 2022
| PEO($) | Average of Non-PEO NEOs($) |  | PEO($) | Average of Non-PEO NEOs($) |  | PEO($) | Average of Non-PEO NEOs($) |  | PEO($) | Average of Non-PEO NEOs($)
Total Compensation as reported on Summary Compensation Table | 957,707 |  | 975,073 |  |  | 1,046,238 |  | 643,599 |  |  | 2,802,535 |  | 1,131,882 |  |  | 990,474 |  | 1,086,222 |
Fair value of stock awards reported in Summary Compensation Table | (172,238) |  | (355,011) |  |  | (244,148) |  | (117,824) |  |  | (1,936,233) |  | (669,484) |  |  | (225,000) |  | (708,513) |
Fair value of equity compensation granted in current year — value at year-end | 293,660 |  | 557,331 |  |  | 217,166 |  | 104,803 |  |  | 1,951,608 |  | 676,690 |  |  | 120,691 |  | 364,374 |
Change in fair value from end of prior fiscal to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 445,041 |  | 219,894 |  |  | 590,771 |  | 174,033 |  |  | 644,231 |  | 94,484 |  |  | (2,633,750) |  | 502,510 |
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 201,187 |  | 83,552 |  |  | 527,560 |  | 241,633 |  |  | 165,523 |  | 188,682 |  |  | (242,063) |  | 296,817 |
Fair value as of prior fiscal year-end of awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — |  | — |  |  | — |  | — |  |  | — |  | — |  |  | — |  | (214,613) |
Compensation Actually Paid | 1,725,357 |  | 1,480,839 |  |  | 2,137,587 |  | 1,046,244 |  |  | 3,627,663 |  | 1,422,254 |  |  | (1,989,647) |  | 1,326,797 |

Relationship between “Compensation Actually Paid” and Performance
Below are the graphs showing the relationship of “compensation actually paid” to our CEO and our non-CEO NEOs in fiscal 2022, 2023, 2024 and 2025 to (1) TSR, (2) the Company’s net income and (3) the Company’s Adjusted EBITDA.
Compensation Actually Paid (CAP) vs TSR

n | Average CAP to NEOs | n | CAP to CEO | — | TSR | — | Peer Group TSR

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Compensation Actually Paid (CAP) vs Net Income

n | Average CAP to NEOs | n | CAP to CEO | — | Net Income

Compensation Actually Paid (CAP) vs Adjusted EBITDA

n | Average CAP to NEOs | n | CAP to CEO | — | Adjusted EBITDA

Listed below are the financial and non-financial performance measures which in our assessment represent the most important financial performance measures we used to link compensation actually paid to our NEOs, for fiscal 2025, to company performance:
•Revenue
•Adjusted EBITDA
•Monthly recurring revenue
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Policies and Practices for Granting Certain Equity Awards
The Board, at the recommendation of the Compensation Committee, approves all equity award grants to our NEOs on or before the grant date. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, following which they make a recommendation to the Board, which in turn reviews the recommendation and approves equity awards for our NEOs. Accordingly, annual equity awards are typically determined at the first Compensation Committee meeting of the fiscal year and reviewed and approved at the first Board meeting of the fiscal year. These grants are then made effective shortly during a scheduled open trading window. On occasion, the Board may, at the recommendation of the Compensation Committee, grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. While the Board has discretionary authority to grant equity awards to our NEOs outside of the cycle described above, neither the Board nor the Compensation Committee take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation.
During fiscal 2025, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was, during fiscal 2025, an officer or employee of the Company or any of our subsidiaries, or was formerly an officer of the Company or any of our subsidiaries, or, except as described herein, had any relationships requiring disclosure by us under Item 404 of Regulation S-K of the General Rules and Regulations of the Securities and Exchange Commission (“Item 404”).
During fiscal 2025, none of our executive officers served as: (i) a member of the compensation committee (or other committee of the Board of Directors performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served on our Compensation Committee; (ii) a director of another entity, one of whose executive officers served on our Compensation Committee; or (iii) a member of the compensation committee (or other committee of the Board of Directors performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served as a director on our Board of Directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
Common Stock
The following table sets forth, as of September 2, 2025, the beneficial ownership of the common stock of each of the Company’s directors, by the named executive officers included in the Fiscal Year 2025 Summary Compensation Table set forth above, by the Company’s directors, named executive officers and other executive officers as a group, and by the beneficial owners of more than 5% of the common stock. Except as otherwise indicated below, the Company believes that the beneficial owners of the common stock listed below, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable:

Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percent of Class
Hudson Executive Capital LP (1) | 9,319,372 |  | 12.7 | %
BlackRock, Inc. (2) | 4,423,558 |  | 6.0 | %
Oakland Hills BV (3) | 3,667,000 |  | 5.0 | %
All 5% Shareholders | 17,409,930 |  | 23.7 | %

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Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percent of Class(4)
Douglas G. Bergeron | 1,152,559 |  | 1.6%
Lisa P. Baird | 217,319 |  | *
Jeffrey Dumbrell | 609,142 |  | *
Ian Harris | 275,375 |  | *
Jacob Lamm | 198,319 |  | *
Anna Novoseletsky | 76,172 |  | *
Michael K. Passilla | 198,319 |  | *
Ellen Richey | 198,319 |  | *
Gaurav Singal | 138,455 |  | *
Anne M. Smalling | 198,319 |  | *
Scott Stewart | 677,019 |  | *
Ravi Venkatesan | 1,226,561 |  | 1.7%
Shannon S. Warren | 198,319 |  | *
All directors and executive officers as a group (13 persons) | 5,364,197 |  | 7.3%

* Less than one percent (1%)
(1) Based upon a Schedule 13D filed on June 16, 2025 with the SEC, each of the following persons has shared voting and dispositive power over 9,319,372 shares of common stock: Hudson, which serves as investment advisor to certain affiliated investment funds which have the right to receive dividends from, and the proceeds from the sale of, the 9,319,372 shares; HEC Management GP LLC, which is the general partner of Hudson; and Douglas L. Braunstein, who is the managing partner of Hudson and the managing member of HEC Management GP LLC. Mr. Braunstein’s total includes 20,212 shares of common stock directly owned by him. The business address of each of the foregoing persons is Hudson Executive Capital LP c/o White & Case LLP, 1221 6th Avenue New York, NY, 10020.
(2) Based upon a Schedule 13G filed on January 29, 2024 with the SEC, each of the following subsidiaries of BlackRock, Inc. have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 4,423,558 shares: Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, NA, BlackRock Financial Management, Inc., BlackRock Fund Managers Ltd, BlackRock Asset Management Schweiz AG, and BlackRock Investment Management, LLC. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(3) Based upon a Schedule 13G filed on February 5, 2025 with the SEC, Oakland Hills BV directly owns 3,667,000 shares of common stock. Malabar Hill NV, is the statutory director of Oakland Hills BV, and Mr. R. Derksen, and Mrs. E.G.J. Labas are each statutory directors of Malabar Hill NV and, acting individually, each have voting and dispositive power over the shares held by Oakland Hills BV. Prior to his death on November 21, 2022, Drs. Frederick Harald Fentener van Vlissingen was statutory director of Malabar Hill NV. As the executor of the estate of Drs. van Vlissingen, Mrs. Eveline Muller has the ability to appoint and remove statutory directors of Malabar Hill NV and may be deemed a beneficial owner of the shares reported on the Schedule 13G. The principal business address of each of the foregoing persons is Albert Hahnplantsoen 23, 1077 BM, Amsterdam, The Netherlands.
(4) The total above also includes shares held in a trust account to which Mr. Bergeron controls and has voting power with respect to such shares. In addition to the shares set forth above, Mr. Bergeron also has an economic interest in a Hudson affiliated fund that beneficially owns shares of Cantaloupe’s common stock. Mr. Bergeron does not have investment discretion or voting power with respect to such shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Preferred Stock
As of September 2, 2025, there were 385,782 shares of Series A Preferred Stock outstanding. None of the Company’s directors or executive officers beneficially own shares of Series A Preferred Stock, and to the Company’s knowledge, there are no beneficial owners of more than 5% of the Series A Preferred Stock.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
We have adopted a formal written policy, which is set forth in our Audit and Risk Committee Charter, that our Audit and Committee review and approve all related-party transactions, defined by, or those transactions required to be disclosed under, Item 404 of Regulation S-K. Executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of, and any entity affiliated with, any of the foregoing persons, are not permitted to enter into a related person transaction with us without the prior consent of our Audit and Risk Committee. Any request for us to enter
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into a transaction with an executive officer, director, principal shareholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 is considered a “related party transaction” and must first be presented to our Audit and Risk Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit and Risk Committee is to consider the relevant facts and circumstances available and deemed relevant to the Audit and Risk Committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.
In addition, under our Code of Business Conduct and Ethics, our executive officers and directors have a responsibility to disclose any transaction or relationship that reasonably could be expected to interfere with their exercise of independent judgment or materially impair the performance of their responsibilities to our Board, which shall be responsible for reviewing such transaction or relationship and determining whether any action needs to be taken.
Director Independence
In determining director independence, our Board reviews other transactions with related persons. As required by Item 407(a)(3) of Regulation S-K, our Board considered the following transaction in evaluating Mr. Passilla’s independence:
Mr. Passilla serves as a strategic advisor to Optimized Payments, Inc. (“Optimized”), a consulting firm that we utilize for payments analytics and advisory services. The Company uses these services in analysis, comparison and negotiation 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 subscription fee, as well as success fee for certain savings realized by the Company. Mr. Passilla does not have a material interest in the Company’s arrangement with Optimized. Mr. Passilla’s aggregate ownership interest in Optimized is less than 10% and, in accordance with Item 404, the Board determined that Mr. Passilla did not have a direct or indirect material interest in the transaction. The company paid $0.2 million and $0.2 million to Optimized for the years ended June 30, 2025 and 2024, respectively.
In addition, the Board considered Mr. Harris’ role as an advisor to the Company from August 2020 until February 2022, and has determined that such prior affiliations and relationships would not interfere with his ability to exercise independent judgment in carrying out his responsibilities as a director of the Company.
Item 14. Principal Accounting Fees and Services.
Audit Fees
Audit fees consisted of fees for the audit of our annual financial statements, review of quarterly financial statements and the audit of internal control over financial reporting, as well as services normally provided in connection with statutory and regulatory filings or engagements, consents and assistance with and reviews of Company documents filed with the Securities and Exchange Commission.
Our independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), billed us aggregate fees in the amount of $2,393,152 for the fiscal year ended June 30, 2025 in connection with services rendered. Our audit fees for the fiscal year ended June 30, 2025 have not yet been finalized. The final amount of audit fees for services rendered will vary from the amount reported above. Audit fees by our independent registered public accounting firm, Deloitte, amounted to $2,641,236 in connection with services rendered for the fiscal year ended June 30, 2024.
In connection with BDO USA, P.C. (“BDO”)’s consent to the use of their audit opinion over the years ended June 30, 2022 and June 30, 2023 in our 2024 and 2025 annual financial statements, our former independent registered public accounting firm, BDO, billed us $375,000 and $250,000, respectively.
Audit-Related Fees
Audit-related fees consisted of fees for the audit of the Company’s 401(k) retirement plan, services associated with the merger proxy statements and work paper access reviews for due diligence.
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Our independent registered public accounting firm, Deloitte, billed us aggregate fees in the amount of $28,228 and $30,000 for the fiscal years ended June 30, 2025 and 2024, respectively for services rendered for the 401(k) retirement plan.
The Company paid $75,000 to our independent registered public accounting firm, Deloitte, for services associated with the merger proxy statements during the fiscal year ended June 30, 2025. The Company paid $50,000 to our former independent registered public accounting firm, BDO, for services associated with the merger proxy statements during the fiscal year ended June 30, 2025.
The Company paid $50,000 to our independent registered public accounting firm, Deloitte, associated with work paper access reviews for due diligence during the fiscal year ended June 30, 2025.
Tax Fees
There were no tax fees billed to us by Deloitte and BDO, during the fiscal years ended June 30, 2025 and 2024.
All Other Fees
There were no fees paid to either firm for the year ended June 30, 2025 and 2024.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.

Exhibit Number |  | Description |
2.1 |  | Agreement and Plan of Merger, dated as of June 15, 2025, by and among Cantaloupe, Inc., 365 Retail Markets, LLC, Catalyst Holdco I, Inc., Catalyst Holdco II, Inc. and Catalyst MergerSub Inc (incorporated by reference to Exhibit 2.1 to Form 8-K filed June 16, 2025). |
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). |
4.1* |  | Description of Securities. |
10.1 |  | Mastercard Acceptance Agreement by and between the Company and Mastercard International Incorporated (Portions of this exhibit were redacted pursuant to a confidential treatment request) (incorporated by reference to Exhibit 10.2 to Form 10‑Q filed May 15, 2015). |
10.1.1 |  | First Amendment to Mastercard Acceptance Agreement by and between the Company and Mastercard International Incorporated dated April 27, 2015 (Portions of this exhibit were redacted pursuant to a confidential treatment request) (incorporated by reference to Exhibit 10.45 to Form 10‑K filed September 30, 2015). |
10.1.2 |  | Second Amendment to Mastercard Acceptance Agreement by and between the Company and Mastercard International Incorporated dated July 13, 2015 (incorporated by reference to Exhibit 10.14.2 to Form 10‑K filed October 9, 2019). |
10.1.3 |  | Third Amendment to Mastercard Acceptance Agreement by and between the Company and Mastercard International Incorporated dated July 17, 2018 (incorporated by reference to Exhibit 10.14.3 to Form 10‑K filed October 9, 2019). |
10.2 |  | Third Party Payment Processor Agreement dated April 24, 2015 by and among the Company, JPMorgan Chase Bank, N.A. and Paymentech, LLC (Portions of this exhibit were redacted pursuant to a confidential treatment request) (incorporated by reference to Exhibit 10.46 to Form 10‑K filed September 30, 2015). |
10.2.1 |  | Integrator Amendment (2018) to Third Party Payment Processor Agreement dated October 22, 2018 by and among the Company, JPMorgan Chase Bank, N.A. and Paymentech, LLC (incorporated by reference to Exhibit 10.15.1 to Form 10‑K filed October 9, 2019). |
10.3 |  | Merchant Processing Agreement dated April 6, 2018 by and among Cantaloupe Systems, Inc., and Heartland Payment Systems, Inc (incorporated by reference to Exhibit 10.16 to Form 10‑K filed October 9, 2019). |
10.4 |  | Credit Agreement by and among the Company, its subsidiaries, and JPMorgan Chase Bank, N.A., dated March 17, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 24, 2022). |
10.5 |  | First Amendment to Amended and Restated Credit Agreement, by and among the Company, its subsidiaries, and JPMorgan Bank, N.A., dated December 1, 2022 (incorporated by reference to Exhibit 10.1 to F o r m 8-K filed December 5, 2022). |
10.6† |  | USA Technologies, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Form 10‑K filed on September 30, 2013). |
10.7† |  | USA Technologies, Inc. 2014 Stock Option Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on form DEF 14A filed on May 15, 2014). |
10.8† |  | USA Technologies, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on May 15, 2015). |
10.9† |  | USA Technologies, Inc. 2018 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on April 2, 2018). |
10.9.1† |  | First Amendment to the USA Technologies, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 26, 2020). |
10.9.2† |  | Second Amendment to the Cantaloupe, Inc. 2018 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on form DEF14A filed on October 28, 2022). |
10.9.3†* |  | Form of Nonqualified Stock Option Award Agreement under the Cantaloupe, Inc. (f/k/a USA Technologies, Inc.) 2018 Equity Incentive Plan. |

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10.9.4†* |  | Form of Restricted Stock Unit Award Agreement under the Cantaloupe, Inc. (f/k/a USA Technologies, Inc.) 2018 Equity Incentive Plan. |
10.10† |  | Employment Agreement, dated May 8, 2020, between USA Technologies, Inc. and Sean Feeney (incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 13, 2020). |
10.11† |  | Non-Qualified Stock Option Agreement, dated May 8, 2020, between USA Technologies, Inc. and Sean Feeney (incorporated by reference to Exhibit 10.3 to Form 8-K filed on May 13, 2020). |
10.12 |  | Payment Solutions Agreement between the Company, First Data Merchant Services LLC and Wells Fargo Bank, N.A., dated March 20, 2020 (portions of this exhibit were redacted pursuant to a confidential treatment request)(incorporated by reference to Exhibit 10.1 to Form 10-Q filed on June 24, 2020). |
10.12.1 |  | Payment Solutions Agreement between the Company, First Data Merchant Services LLC and Pathward, N.A., dated June 5, 202 4 (portions of this exhibit were redacted pursuant to Item 601(b)(10)(iv) of Reg S-K) |
10.13 |  | Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 25, 2021). |
10.14† |  | Employment Agreement, between Cantaloupe, Inc. and Ravi Venkatesan (incorporated by reference to Exhibit 10.5 to Form 8-K filed February 3, 2022). |
10.15† |  | Promotion Letter, between Cantaloupe, Inc. and Ravi Venkatesan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed September 8, 2022). |
10.16 |  | Second Amended and Restated Credit Agreement, by and among the Company, certain of its subsidiaries, and JPMorgan Chase Bank, N.A. and Capital One, National Association, dated January 31, 2025 (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 5, 2025). |
10.17 |  | Form of Voting Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 16, 2025). |
16.1 |  | Letter from BDO USA, P.C. Dated October 13, 2023 Regarding Change in Certifying Accountant (incorporated by reference to Exhibit 16.1 to Form 8-K filed October 10, 2023) |
19.1 |  | Insider trading policies and procedures |
21.1* |  | List of significant subsidiaries of the Company |
23.1* |  | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. |
23.2* |  | Consent of BDO USA, P.C. Independent Registered Public Accounting Firm. |
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 by the Chief Executive Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2** |  | Certification by the Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
97.1* |  | Clawback Policy |
101.INS* |  | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded 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* |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |

______________________________________
* Filed herewith.
** Furnished herewith.
† Management contract or compensatory plan or arrangement.
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Item 16. Form 10-K Summary.
Not applicable.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| Cantaloupe, Inc.
| By: /s/ Ravi Venkatesan
| Ravi Venkatesan, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURES |  | TITLE |  | DATE
/s/ Ravi Venkatesan |  | Chief Executive Officer and Director (Principal Executive Officer) |  | September 8, 2025
Ravi Venkatesan |  |  |
/s/ Scott Stewart |  | Chief Financial Officer (Principal Financial Officer) |  | September 8, 2025
Scott Stewart |  |  |
/s/ Jared Grachek |  | Chief Accounting Officer (Principal Accounting Officer) |  | September 8, 2025
Jared Grachek |  |  |
/s/ Lisa P. Baird |  | Director |  | September 8, 2025
Lisa P. Baird |  |  |  |
/s/ Douglas G. Bergeron |  | Chairman of the Board of Directors |  | September 8, 2025
Douglas G. Bergeron |  |  |  |
/s/ Ian Harris |  | Director |  | September 8, 2025
Ian Harris |  |  |  |
/s/ Jacob Lamm |  | Director |  | September 8, 2025
Jacob Lamm |  |  |  |
/s/ Michael K. Passilla |  | Director |  | September 8, 2025
Michael K. Passilla |  |  |  |
/s/ Ellen Richey |  | Director |  | September 8, 2025
Ellen Richey |  |  |  |
/s/ Anne M. Smalling |  | Director |  | September 8, 2025
Anne M. Smalling |  |  |  |
/s/ Shannon S. Warren |  | Director |  | September 8, 2025
Shannon S. Warren |  |  |  |

118