CANTALOUPE, INC. Material Event - What Happened

Cantaloupe, Inc. provides digital payments and software for the unattended retail market, powering everything from vending machines to laundry services. The company is being acquired by 365 Retail Markets, LLC, a move that combines two major players in the self-service technology sector.

1. What happened?

Cantaloupe is being acquired by 365 Retail Markets, LLC. The deal is expected to close on May 8, 2026, pending final conditions.

Additionally, the company is mandatorily redeeming all outstanding shares of its Series A Convertible Preferred Stock. The company has issued a notice to pay $62.90 per share, which covers the $11.00 base value plus $51.90 in accumulated unpaid dividends.

2. What this means for Preferred Shareholders

If you own Series A Convertible Preferred Stock, you have two paths:

• The Cash-Out: If you do nothing, your shares will be automatically redeemed for $62.90 each on May 8, 2026. If your shares are held by a broker, they will typically handle the redemption for you. If you hold physical certificates, you must surrender them to the Redemption Agent to receive payment.
• The Conversion: You have the option to convert your preferred shares into common stock before the redemption date. By doing this, you forfeit the $62.90 cash payment and instead receive whatever payout common shareholders are entitled to under the merger agreement.

Important: This redemption is contingent on the merger closing. If the merger is canceled, the redemption notice will be withdrawn, and your preferred shares will remain unchanged.

3. Why this matters for your investment

This acquisition follows a strategic review that began in June 2025. The deal has already cleared the necessary antitrust reviews, which removes a significant regulatory hurdle.

For investors, the decision comes down to comparing the guaranteed $62.90 redemption price against the potential value of the common stock payout. You should weigh whether the common stock offer provides a better return than the fixed cash-out price.

4. Who is affected?

• Common Shareholders: You are waiting for the merger to close. Once finalized, your common stock will be converted into the right to receive the cash payment specified in the merger agreement.
• Preferred Shareholders: You are directly affected by the redemption. You must decide if the $62.90 cash payout is more attractive than converting to common stock.
• Customers: The company has indicated that technology and services will remain operational. The merger is intended to integrate Cantaloupe’s network into the 365 Retail Markets portfolio.

5. Your Next Steps

• Verify your holdings: Contact your broker immediately to confirm how they will handle the redemption and ensure your contact information is up to date.
• Review official mail: If you hold physical certificates, watch your mail for a "Letter of Transmittal." You must follow these instructions precisely to ensure you receive your funds.
• Monitor the timeline: The target date is May 8, 2026. Keep an eye on company filings or official press releases for any updates regarding the merger status.

Disclaimer: I am an AI, not a financial advisor. This summary is for informational purposes only and is not professional investment advice. Always do your own research and consult with a financial professional before making any investment decisions.