LESAKA TECHNOLOGIES INCLSAK

LESAKA TECHNOLOGIES INC Stock Compensation Disclosure

10-KFiled Sep 29, 202525 min read
17.
 
STOCK-BASED COMPENSATION
Amended and Restated Stock Incentive Plan
The Company’s
 
Amended and
 
Restated 2022
 
Stock Incentive
 
Plan (“2022
 
Plan”) was
 
most recently
 
amended and
 
restated on
November 16, 2022. On April 11,
 
2024, the Company’s
 
Board amended the 2022 Plan to increase
 
the number of shares available for
issuance by
3,000,000
. On June 3, 2024, the Company’s shareholders
 
approved the amendment.
 
No evergreen provisions are included in the 2022 Plan. This means that the maximum number of
 
shares issuable under the 2022
Plan is fixed and
 
cannot be increased without
 
shareholder approval, the
 
2022 Plan expires by
 
its terms upon a
 
specified date, and
 
no
new stock options
 
are awarded automatically
 
upon exercise of
 
an outstanding
 
stock option. Shareholder
 
approval is required
 
for the
repricing of awards or the implementation of any award exchange progra
 
m.
 
The Plan permits Lesaka to grant to its employees, directors and consultants incentive stock options, nonqualified stock options,
stock appreciation rights, restricted stock, performance-based awards
 
and other awards based on its
 
common stock. The Remuneration
Committee of the Company’s Board
 
of Directors (“Remuneration Committee”) administers the 2022 Plan.
The total
 
number of
 
shares of
 
common stock
 
issuable under
 
the 2022
 
Plan is
16,552,580
. The
 
maximum number
 
of shares
 
for
which stock
 
options, stock
 
appreciation rights
 
(other than
 
performance-based awards
 
that are
 
not options)
 
may be
 
granted during
 
a
calendar year to any
 
participant is
600,000
 
shares. Shares covered by
 
awards that expire, terminate
 
or lapse without payment
 
will again
be available
 
for the grant
 
of awards under
 
the 2022 Plan,
 
as well as
 
shares that are
 
delivered to
 
us by the
 
holder to
 
pay withholding
taxes
 
or
 
as
 
payment
 
for
 
the
 
exercise
 
price
 
of
 
an
 
award,
 
if
 
permitted
 
by
 
the
 
Remuneration
 
Committee.
 
The
 
shares
 
deliverable
 
in
connection with
 
awards granted
 
under the
 
2022 Plan
 
may consist, in
 
whole or
 
in part,
 
of authorized
 
but unissued
 
shares or
 
treasury
shares. To
 
account for
 
stock splits,
 
stock dividends,
 
reorganizations,
 
recapitalizations,
 
mergers,
 
consolidations,
 
spin-offs
 
and
 
other
corporate events, the 2022
 
Plan requires the Remuneration
 
Committee to equitably
 
adjust the number and
 
kind of shares of
 
common
stock issued or reserved pursuant to the
 
2022 Plan or outstanding awards, the maximum
 
number of shares issuable pursuant to awards,
the exercise price for awards, and other affected terms of awards to reflect such event. No awards may be
 
granted under the 2022 Plan
after September 7, 2032, but awards granted on or before such date
 
may extend to later dates.
 
 
17.
 
STOCK-BASED COMPENSATION
 
(continued)
Amended and Restated Stock Incentive Plan (continued)
Options
General Terms of
 
Awards
Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant,
with vesting conditioned upon the recipient’s continuous service through the applicable vesting date and expire
10
 
years after the date
of grant. The options generally become exercisable in accordance with a
 
vesting schedule ratably over a period of
three years
 
from the
date of grant. The Company issues new shares to satisfy stock option award exercises but may
 
also use treasury shares.
Valuation
 
Assumptions
The
 
fair
 
value
 
of
 
each
 
option
 
is
 
estimated
 
on
 
the
 
date
 
of
 
grant
 
using the
 
Cox
 
Ross
 
Rubinstein
 
binomial
 
model
 
that
 
uses the
assumptions noted
 
in the
 
table below.
 
The estimated
 
expected volatility
 
is calculated
 
based on
 
the Company’s
730
,
1095
 
and
1460
-
day volatility (as applicable).
 
The estimated expected life of the option was determined based on the historical behavior of employees
who were
 
granted options
 
with similar
 
terms.
No
 
stock options
 
were granted
 
during the
 
year ended
 
June 30,
 
2023. The
 
table below
presents the range of assumptions used to value options granted during the years
 
ended June 30, 2025 and 2024:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2025
2024
Expected volatility
 
43
%
56
%
Expected dividends
 
0
%
0
%
Expected life (in years)
 
2.0
5.0
Risk-free rate
 
4.32
%
2.09
%
Restricted Stock
General Terms of
 
Awards
Shares of restricted stock are
 
considered to be participating non-vested equity shares
 
(specifically contingently returnable shares)
for the
 
purposes of
 
calculating earnings per
 
share (refer
 
to Note
 
19) because, as
 
discussed in
 
more detail
 
below, the recipient is
 
obligated
to transfer any unvested
 
restricted stock back to
 
the Company for no
 
consideration and these shares
 
of restricted stock are
 
eligible to
receive non-forfeitable
 
dividend equivalents
 
at the
 
same rate as
 
common stock.
 
Restricted stock
 
generally vests
 
ratably over
 
a
three
year
 
period, with
 
vesting conditioned
 
upon the
 
recipient’s
 
continuous service
 
through the
 
applicable vesting
 
date and
 
under certain
circumstances, the achievement of certain performance targets,
 
as described below.
 
Recipients
 
are
 
entitled
 
to
 
all
 
rights
 
of
 
a
 
shareholder
 
of
 
the
 
Company
 
except
 
as
 
otherwise
 
provided
 
in
 
the
 
restricted
 
stock
agreements. These
 
rights include the
 
right to vote
 
and receive dividends
 
and/or other
 
distributions,
 
however, any
 
or all dividends
 
or
other
 
distributions
 
paid
 
related
 
to
 
restricted
 
stock
 
during
 
the period
 
of
 
such
 
restrictions
 
shall
 
be
 
accumulated
 
(without
 
interest)
 
or
reinvested in additional shares of common stock, which in either case shall be subject to the same restrictions as the underlying award
or such other restrictions as the Remuneration
 
Committee may determine.
 
The restricted stock agreements generally
 
prohibit transfer
of any
 
nonvested and
 
forfeitable restricted
 
stock. If a
 
recipient ceases
 
to be
 
a member
 
of the
 
Board of
 
Directors or
 
an employee
 
for
any reason, all
 
shares of restricted
 
stock that are
 
not then vested
 
and non-forfeitable
 
will be immediately
 
forfeited and transferred
 
to
the Company
 
for no consideration
 
,
 
except as otherwise
 
agreed between
 
the parties.
 
Forfeited shares
 
of restricted
 
stock are
 
available
for future issuances by the Remuneration Committee.
The Company issues new shares to satisfy restricted stock awards.
Valuation
 
Assumptions
The fair value
 
of restricted stock
 
is generally based
 
on the closing
 
price of the
 
Company’s stock
 
quoted on The
 
Nasdaq Global
Select Market on the date of grant.
 
17.
 
STOCK-BASED COMPENSATION
 
(continued)
Amended and Restated Stock Incentive Plan (continued)
Restricted Stock (continued)
Market Conditions - Restricted Stock Granted in November 2024
In
 
November
 
2024,
 
the
 
Company
 
awarded
1,198,310
 
shares
 
of
 
restricted
 
stock
 
to
 
a
 
group
 
comprising
 
employees
 
and
 
three
executive officers and which
 
are subject to a time-based
 
vesting condition and a market
 
condition and vest in full only
 
on the date, if
any,
 
that the following
 
conditions are
 
satisfied: (1) a
 
compounded annual
15
% appreciation in
 
the Company’s
 
stock price off
 
a base
price of $
5.00
 
over the measurement period commencing on September 30, 2024 through September 30, 2027, and (2) the recipient is
employed by the Company on a full-time basis through to September 30, 2027. If either of these conditions is not satisfied, then
 
none
of the shares of restricted stock will vest and they will be forfeited. The Company’s
 
closing price on September 30, 2024, was $
5.00
.
The appreciation levels (times and price) and
 
annual target percentages to earn the
 
awards as of each period
 
ended are as follows:
●
Prior to the first anniversary of the grant date:
0
%;
●
Fiscal
 
2026,
 
the
 
Company’s
 
30-day
 
volume
 
weighted-average
 
stock
 
price
 
(“VWAP”)
 
before
 
September
 
30,
 
2025
 
is
approximately
1.15
 
times higher (i.e. $
5.75
 
or higher) than $
5.00
:
33
%;
●
Fiscal 2027, the Company’s
 
VWAP before
 
September 30, 2026 is
1.32
 
times higher (i.e. $
6.61
 
or higher) than $
5.00
:
67
%;
●
Fiscal 2028, the Company’s
 
VWAP before
 
September 30, 2027 is
1.52
 
times higher (i.e. $
7.60
) than $
5.00
:
100
%.
The fair value
 
of these shares
 
of restricted
 
stock was calculated
 
using a Monte
 
Carlo simulation. In
 
scenarios where
 
the shares
do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share
price on
 
vesting date.
 
In its calculation
 
of the
 
fair value
 
of the
 
restricted stock,
 
the Company
 
used an
 
equally weighted
 
volatility of
47.7
% for
 
the closing
 
price (of
 
$
5.50
), a
 
discounting based
 
on U.S.
 
dollar overnight
 
indexed swap
 
rates for
 
the grant
 
date, and
 
no
future dividends. The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log
prices for the three years preceding the grant date.
Restricted Stock Units
The Remuneration Committee
 
may approve the
 
grant of other
 
stock-based awards. In
 
April 2022, the
 
Company granted
1,250,486
shares
 
of
 
restricted
 
stock
 
to
 
employees
 
of
 
Connect
 
pursuant
 
to
 
the
 
terms
 
of
 
the
 
acquisition.
 
The
 
award
 
included
 
an
 
equalization
mechanism to
 
maintain a
 
return of
 
$
7.50
 
per share
 
of restricted
 
stock upon
 
vesting through
 
the issue
 
of restricted
 
stock units.
 
The
conversion of restricted stock units to shares cannot exceed
50
% under the terms of the award and therefore no more than
625,243
 
(or
1,250,486
 
divided by two) would
 
be issued upon vesting.
 
During the years ended
 
June 30, 2025, 2024
 
and 2023, respectively,
380,775
,
388,908
 
and
412,487
 
shares of restricted stock vested, and
190,378
,
194,454
 
and
206,239
 
restricted stock units vested, the
 
maximum
amount possible,
 
and were
 
converted to
 
shares of
 
common stock.
 
Employees elected
 
for
173,354
,
166,087
 
and
72,081
 
shares to
 
be
withheld
 
from
173,468
,
166,167
 
and
164,687
 
restricted
 
stock units
 
which
 
vested,
 
and
 
which were
 
converted
 
to shares,
 
in order
 
to
satisfy
 
the
 
withholding
 
tax
 
liability
 
on
 
the
 
vesting
 
of
 
these
 
and
 
other
 
shares.
 
The
173,354
,
166,087
 
and
72,081
 
shares
 
have
 
been
included in the Company’s
 
treasury shares.
Stock Appreciation Rights
 
The Remuneration Committee may also grant stock appreciation rights, either
 
singly or in tandem with underlying stock
 
options.
Stock appreciation rights entitle the holder upon exercise to receive an amount in any combination of cash or shares of common stock
(as determined by the Remuneration Committee)
 
equal in value to the
 
excess of the fair
 
market value of the shares
 
covered by the right
over the grant price.
No
 
stock appreciation rights have been granted.
 
17.
 
STOCK-BASED COMPENSATION
 
(continued)
Stock option and restricted stock activity
 
Options
The following table summarizes stock option activity for the years ended
 
June 30, 2025, 2024 and 2023:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($'000)
Weighted
average
grant date
fair value
($)
Outstanding - July 1, 2022
926,225
4.14
6.60
1,249
1.60
Exercised
(158,659)
3.04
-
200
-
Forfeited
(94,292)
3.99
-
1.81
Outstanding - June 30, 2023
673,274
4.37
5.14
239
1.67
Granted – June 2024
500,000
3.50
5.17
880
1.76
Granted – June 2024
1,000,000
6.00
4.60
1,690
1.69
Granted – June 2024
1,000,000
8.00
4.60
1,300
1.30
Granted – June 2024
1,000,000
11.00
4.60
920
0.92
Granted – June 2024
1,000,000
14.00
4.60
685
0.69
Exercised
(54,287)
2.25
-
71
-
Forfeited
(200,739)
3.96
-
1.42
Outstanding - June 30, 2024
4,918,248
8.70
4.51
889
1.77
Granted – December 2024
350,000
6.00
2.00
433
1.24
Granted – December 2024
250,000
8.00
2.00
177
0.71
Granted – January 2025
100,000
8.00
2.00
71
0.71
Granted – January 2025
150,000
11.00
2.00
107
0.71
Granted – January 2025
150,000
14.00
2.00
123
0.82
Exercised
(38,011)
3.02
-
72
-
Forfeited
(13,333)
11.23
-
8.83
Outstanding - June 30, 2025
5,866,904
8.71
3.55
703
1.20
These options have an exercise price range of $
3.01
 
to $
14.00
.
The Company
 
awarded
1,000,000
 
and
4,500,000
 
stock options
 
to employees
 
during the
 
years ended
 
June 30,
 
2025 and
 
2024,
respectively.
No
 
stock options were awarded during the year ended June 30, 2023.
 
The Company awarded
1,000,000
 
stock options during the
 
year ended June 30, 2025
 
with strike prices ranging
 
from $
6
 
to $
14
.
These stock options
 
will vest on December
 
31, 2026, and vesting
 
is subject to the
 
executive officers continued
 
employment with the
Company through to the vesting date. The
1,000,000
 
stock options expire on January 31, 2029.
 
The
4,500,000
 
stock options awarded
 
during the year
 
ended June 30,
 
2024, were awarded
 
to Mr.
 
Mazanderani, the Company’s
Executive Chairman, and
500,000
 
of these stock options were granted pursuant to the 2022 Plan and
4,000,000
 
were granted pursuant
to shareholder approval which was
 
obtained on June 3, 2024. The
500,000
 
options vested on December 3, 2024,
 
the first anniversary
of the grant date, and were subject to Mr. Mazandarani’s continued services as Executive Chair through the vesting date. The
500,000
options were scheduled
 
to vest immediately
 
if Mr.
 
Mazanderani’s employment
 
was terminated by
 
the Company without cause
 
on or
before the first anniversary of the grant date. In March 2025, the Company’s Remuneration Committee amended the exercise terms of
the
500,000
 
stock options from
 
being exercisable during
 
a period commencing
 
from January 31,
 
2028 to January
 
31, 2029, to
 
being
exercisable from March 2025, however,
 
any stock options exercised may only be sold during a period
 
commencing from January 31,
2028 to January 31, 2029.
 
The
4,000,000
 
options will vest on January
 
31, 2026, subject to Mr. Mazanderani’s ongoing service through
to this date.
 
The
4,000,000
 
stock options
 
may only be
 
exercised during
 
a period commencing
 
from January
 
31, 2028 to
 
January 31,
2029.
 
17.
 
STOCK-BASED COMPENSATION
 
(continued)
Stock option and restricted stock activity (continued)
Options (continued)
During
 
the
 
years
 
ended
 
June 30,
 
2025,
 
2024
 
and
 
2023,
 
an additional
26,982
 
(which
 
excludes
 
the
500,000
 
options
 
discussed
earlier),
116,063
 
and
327,965
 
stock
 
options
 
became
 
exercisable,
 
respectively.
 
During
 
the year
 
ended
 
June 30,
 
2023,
 
an
 
employee
delivered
23,934
 
shares
 
of
 
the
 
Company’s
 
common
 
stock
 
to
 
exercise
37,500
 
stock
 
options
 
with
 
an
 
aggregate
 
strike
 
price
 
of
 
$
0.1
million. These
23,934
 
shares of
 
common stock
 
have been
 
included in
 
the Company’s
 
treasury stock.
 
The employee
 
also elected
 
to
deliver
6,105
 
shares of
 
the Company’s
 
common
 
stock to
 
settle income
 
taxes arising
 
upon
 
exercise
 
of the
 
stock options,
 
and
 
these
shares have also been included in the Company’s treasury stock. During the years ended
 
June 30, 2025, 2024 and 2023, the Company
received approximately
 
$
0.1
 
million, $
0.2
 
million and
 
$
0.5
 
million from
 
the exercise
 
of
38,011
,
54,287
 
and
158,659
 
stock options,
respectively.
 
During
 
the
 
years
 
ended
 
June
 
30,
 
2025,
 
2024
 
and
 
2023,
 
employees
 
forfeited
13,333
,
200,739
,
 
and
94,292
 
stock
 
options,
respectively. The
 
stock options forfeited had strike prices ranging from $
3.01
 
to $
11.23
.
The following table presents stock options vested and expected to vest as of
 
June 30, 2025:
 
 
 
 
 
 
 
 
 
 
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Vested
 
and expecting to vest - June 30, 2025
5,866,904
8.71
3.55
703
These options have an exercise price range of $
3.01
 
to $
14.00
, and include the
4,000,000
 
options awarded in June 2024.
The following table presents stock options that are exercisable as of June
 
30, 2025:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Exercisable - June 30, 2025
869,570
3.98
3.95
707
17.
 
STOCK-BASED COMPENSATION
 
(continued)
Stock option and restricted stock activity
 
(continued)
Restricted stock
The following table summarizes restricted stock activity for the years
 
ended June 30, 2024 and 2023:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares of
restricted stock
Weighted average grant
date fair value
($’000)
Non-vested – June 30, 2022
2,385,267
11,879
Total granted
1,085,981
4,411
Granted – July 2022
32,582
172
Granted – August 2022
179,498
995
Granted - November 2022
150,000
605
Granted - December 2022
430,399
1,862
Granted - January 2023
11,806
57
Granted - June 2023
23,828
124
Granted - December 2022 - performance awards
257,868
596
Total vested
(742,464)
3,171
Vested
 
– July 2022
(78,801)
410
Vested
 
– November 2022
(59,833)
250
Vested
 
– December 2022
(7,060)
29
Vested
 
– February 2023
(19,179)
83
Vested
 
– March 2023
(69,286)
326
Vested
 
– April 2023
(418,502)
1,721
Vested
 
– May 2023
(61,861)
217
Vested
 
– June 2023
(27,942)
135
Granted - December 2022
300,000
1,365
Vested
 
- December 2022
(300,000)
1,365
Total forfeitures
(114,365)
554
Forfeitures - employee terminations
(34,365)
138
Forfeitures – February 2020 award with market conditions
 
(80,000)
416
Non-vested – June 30, 2023
2,614,419
11,869
Total granted
1,002,241
3,942
Granted – October 2023
333,080
1,456
Granted – October 2023, with performance conditions
310,916
955
Granted – October 2023
225,000
983
Granted – January 2024
56,330
197
Granted – February 2024
9,195
31
Granted - June 2024
67,720
320
Total vested
(1,232,251)
5,208
Vested
 
– July 2023
(78,800)
302
Vested
 
– November 2023
(109,833)
429
Vested
 
– December 2023
(67,073)
234
Vested
 
– February 2024
(14,811)
53
Vested
 
– March 2024
(69,286)
256
Vested
 
– April 2024
(394,932)
1,630
Vested
 
– May 2024
(88,617)
391
Vested
 
– June 2024
(350,247)
1,639
Vested
 
– June 2024, with performance conditions
(58,652)
274
Total forfeitures
(299,463)
1,315
Forfeitures - employee terminations
(82,077)
298
Forfeitures – May and July 2021 awards with market condition
(217,386)
1,017
Non-vested – June 30, 2024
2,084,946
8,736
17.
 
STOCK-BASED COMPENSATION
 
(continued)
Stock option and restricted stock activity
 
(continued)
Restricted stock (continued)
The following table summarizes restricted stock activity for the year
 
ended June 30, 2025:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares of
restricted stock
Weighted average grant
date fair value
($’000)
Non-vested – June 30, 2024
2,084,946
8,736
Total granted
1,433,610
5,381
Granted – August 2024
32,800
154
Granted – October 2024
100,000
490
Granted – November 2024, with performance conditions
1,198,310
4,206
Granted – January 2025
65,000
354
Granted - April 2025
37,500
177
Total vested
(1,197,944)
5,742
Vested
 
– July 2024
(78,801)
394
Vested
 
– November 2024, with performance conditions
(213,687)
1,134
Vested
 
– November 2024
(103,638)
524
Vested
 
– December 2024
(77,306)
417
Vested
 
– February 2025
(13,922)
68
Vested
 
– March 2025
(69,287)
328
Vested
 
– April 2025
(385,787)
1,737
Vested
 
– June 2024
(255,516)
1,140
Total forfeitures
(150,712)
728
Forfeitures - employee terminations
(121,591)
571
Forfeitures – December 2021 awards with market condition
(29,121)
157
Non-vested – June 30, 2025
2,169,900
7,833
Awards granted
In August
 
2024, October
 
2024, January
 
2025 and April
 
2025, respectively,
 
the Company granted
32,800
,
100,000
,
65,000
 
and
37,500
 
shares of
 
restricted
 
stock to
 
employees which
 
have time-based
 
vesting
 
conditions and
 
which
 
are subject
 
to the
 
employee’s
continued employment with the Company through the applicable
 
vesting dates. In November 2024, the Company awarded
1,198,310
shares of restricted stock to executive
 
officers and employees which contained time and
 
performance-based (market conditions related
to share price performance) vesting conditions.
In October 2023, the Company
 
awarded
333,080
 
shares of restricted stock with time-based
 
vesting conditions to approximately
150
 
employees, which are subject to the employees continued employment with the Company through the applicable vesting dates. In
October 2023, the Company awarded
310,916
 
shares of restricted stock to executive officers
 
which contained time and performance-
based
 
(market
 
conditions
 
related
 
to
 
share
 
price
 
performance)
 
vesting
 
conditions.
 
The
 
Company
 
also
 
awarded
225,000
 
shares
 
of
restricted stock to an executive officer in
 
October 2023, which vest on June 30, 2025, except if the executive
 
officer is terminated for
cause, in which case the award will be forfeited. In January 2024, February 2024 and June 2024, the Company awarded
56,330
,
9,195
and
67,720
 
shares of restricted stock with time-based vesting conditions to employees.
In July 2022,
 
December 2022, January
 
2023 and June
 
2023, the Company
 
awarded
32,582
,
430,399
,
11,806
 
and
23,828
 
shares
of restricted stock, respectively, to employees
 
and an executive officer which have time-based vesting conditions. In December
 
2022,
the Company awarded
257,868
 
shares of restricted
 
stock to executive
 
officers which contained
 
time and performance-based
 
(market
conditions related to
 
share price performance) vesting
 
conditions. The Company
 
also agreed to match,
 
on a
one
-for-one basis, (1)
 
an
employee’s purchase of up to $
1.0
 
million worth of the Company’s shares of common stock in open market purchases, and in August
2022, the Company granted
179,498
 
shares of restricted stock to the employee, and (2) another employee’s purchase of up to
150,000
shares
 
of
 
the
 
Company’s
 
common
 
stock,
 
and
 
in
 
November
 
2022,
 
the
 
Company
 
granted
150,000
 
shares
 
of
 
restricted
 
stock
 
to
 
the
employee.
 
These
 
shares
 
of
 
restricted
 
stock
 
contain
 
time-based
 
vesting
 
conditions.
 
The
 
Company
 
awarded
300,000
 
shares
 
to
 
an
executive officer on December 31, 2022, which vested on the date
 
of the award.
The Company has agreed
 
to grant an advisor
5,500
 
shares per month in
 
lieu of cash for services
 
provided to the Company.
 
The
Company and
 
the advisor have
 
agreed that the
 
Company will issue
 
the shares to
 
the advisor,
 
in arrears, on
 
a quarterly basis.
 
During
the year ended June 30, 2025, the Company recorded a stock-based compensation charge of $
0.4
 
million and included the issuance of
66,000
 
shares of common stock in its issued and outstanding share count.
 
17.
 
STOCK-BASED COMPENSATION
 
(continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Awards granted
 
(continued)
Effective January 1,
 
2022, the Company agreed
 
to grant an advisor
 
shares in lieu of
 
cash for services provided
 
to the Company
during a contract
 
term that was scheduled
 
to expire on
 
December 31, 2022.
 
The contract could
 
have been terminated
 
early if certain
agreed events
 
occur,
 
and the contract
 
was mutually
 
terminated in
 
November 2022
 
as no further
 
services were required.
 
The advisor
agreed to
 
receive
6,481
 
shares of
 
the Company’s
 
common stock
 
per month
 
as payment
 
for services
 
rendered and
 
is not
 
entitled to
receive additional
 
shares if the
 
contract is terminated
 
early due to
 
the occurrence of
 
the agreed events.
 
The
6,481
 
shares granted per
month was calculated using an agreed monthly fee of $
35,000
 
divided by the Company’s closing market price on
 
January 3, 2022, on
the Nasdaq Global Select Market. The Company and the advisor have agreed that the Company will issue the shares to the advisor, in
arrears, on a quarterly basis and that the shares may not be transferred until the earlier of December 31, 2022, or the occurrence of the
agreed event.
 
During the
 
year ended
 
June 30,
 
2023, the
 
Company recorded
 
a stock-based
 
compensation charge
 
of $
0.2
 
million and
included the issuance of
32,405
 
shares of common stock in its issued and outstanding share count.
Awards vested
During the years ended June 30, 2025, 2024 and 2023, respectively,
1,197,944
,
1,002,241
 
and
742,464
 
shares of restricted stock
with time-based and performance-based vesting conditions vested. The June 30, 2025, shares include
78,801
 
shares of restricted stock
granted to
 
Mr.
 
Meyer, our
 
former Group
 
CEO, which
 
vested in
 
July 2024,
 
and
103,638
 
shares of
 
restricted stock
 
with performance
conditions (share price targets) which vested in November 2024, following the achievement of the agreed performance condition. The
June 30,
 
2024, shares
 
of stock vesting
 
includes
58,652
 
shares with
 
a performance-based
 
condition related
 
to the
 
achievement of
 
the
2021 to 2024 financial
 
services plan. The fair
 
value of restricted stock
 
which vested during the
 
years ended June 30,
 
2025, 2024
 
and
2023, was $
5.9
 
million, $
5.2
 
million and $
3.2
 
million, respectively.
In November 2024,
27,546
 
shares of restricted stock granted to Mr.
 
Mali vested and he elected for
12,396
 
shares to be withheld
to satisfy
 
the withholding
 
tax liability
 
on the
 
vesting of
 
these shares.
 
In addition,
 
in November
 
and December
 
2024 and
 
February,
April, May and June
 
2025, an aggregate of
556,889
 
shares of restricted stock
 
granted to employees vested
 
and they elected for
185,437
shares to be withheld to satisfy the withholding tax liability on the vesting of
 
these shares.
In May
 
2024,
55,598
 
shares of
 
restricted stock
 
granted to
 
Mr.
 
Mali vested
 
and he
 
elected for
25,020
 
shares to
 
be withheld
 
to
satisfy the withholding tax liability on the vesting of these shares. In addition, in November and December
 
2023
 
and February, April,
May and June
 
2024, an aggregate
 
of
556,889
 
shares of restricted
 
stock granted to employees
 
vested and they elected
 
for
128,415
 
shares
to be withheld to satisfy the withholding tax liability on the vesting of these
 
shares.
 
In July
 
2022,
78,801
 
shares of restricted
 
stock granted
 
to Mr.
 
Meyer vested
 
and he elected
 
for
35,460
 
shares to
 
be withheld
 
to
satisfy the withholding tax liability on the vesting of
 
these shares. In May 2023,
55,599
 
shares of restricted stock granted to Mr.
 
Mali
vested and he elected for
25,020
 
shares to be withheld to
 
satisfy the withholding tax liability
 
on the vesting of these
 
shares. In addition,
in November and December 2022 and February, April, May and June 2023, an aggregate of
434,279
 
shares of restricted stock granted
to employees vested and
 
they elected for
190,394
 
shares to be withheld to satisfy
 
the withholding tax liability on
 
the vesting of these
shares.
These
197,833
 
(
12,396
 
plus
185,437
),
153,435
 
(
25,020
 
plus
128,415
) and
250,874
 
(
35,460
 
plus
25,020
 
plus
190,394
) shares have
been included in our treasury shares for the year ended June 30,
 
2025, 2024 and 2023, respectively.
Awards forfeited
During the
 
year ended
 
June 30,
 
2025,
29,121
 
shares of
 
restricted stock
 
were forfeited
 
by an
 
employee as
 
the market
 
condition
(related to share price
 
performance) were not achieved.
 
During the year ended
 
June 30, 2025, employees
 
forfeited
121,591
 
shares of
restricted stock following their termination of employment with the Company.
During the year
 
ended June 30,
 
2024,
217,386
 
shares of restricted
 
stock were forfeited
 
by executive officers
 
(including former
executive officers)
 
as the
 
market condition
 
(related to
 
share price
 
performance)
 
were not
 
achieved.
 
During the
 
year ended
 
June 30,
2024, employees forfeited
82,077
 
shares of restricted stock following their termination of employment with the Company.
During the year ended June 30, 2023,
80,000
 
shares of restricted stock were forfeited by an executive officer as the performance
condition (related to net asset
 
value targets) was not achieved.
 
During the year ended
 
June 30, 2023, employees
 
forfeited
34,365
 
shares
of restricted stock following their termination of employment with the Company.
17.
 
STOCK-BASED COMPENSATION
 
(continued)
Lesaka ESOP Trust
On November 14, 2024, the Company announced that its shareholders voted on and approved
 
the funding and issuance of shares
to the Lesaka ESOP Trust at its annual general meeting. The Lesaka Employee Share Ownership Plan (“ESOP”)
 
is designed to create
alignment
 
with
 
the
 
Company's
 
long-term
 
growth
 
objectives.
 
The
 
Lesaka
 
ESOP
 
Trust
 
is
 
also
 
expected
 
to
 
advance
 
the Company’s
transformation
 
initiatives
 
and
 
plays
 
an
 
important
 
role
 
in
 
improving
 
the
 
company’s
 
Broad-Based
 
Black
 
Economic
 
Empowerment
(“BBBEE”) rating.
 
As of
 
November 2024,
 
when shareholders
 
approved the
 
plan, the
 
Company’s
 
employee base
 
was comprised
 
of
approximately
87
%
 
designated
 
groups
 
for
 
BBBEE
 
purposes.
 
Through
 
the
 
creation
 
of
 
a
 
broader
 
base
 
of
 
employee
 
ownership,
 
the
Company
 
is
 
helping
 
to
 
promote
 
economic
 
inclusion
 
and
 
contribute
 
to
 
transformation
 
in the
 
broader
 
South
 
African
 
economy.
 
The
Lesaka ESOP Trust
 
is structured as
 
an evergreen
 
trust, ensuring
 
the permanence of
 
the plan and
 
allowing for the
 
inclusion of future
employees as the Company continues to grow.
The
 
Lesaka
 
ESOP
 
Trust
 
was
 
required
 
to
 
have
 
an
 
effective
 
holding
 
of
3
%
 
of
 
the
 
Company’s
 
issued
 
shares
 
at
 
the
 
date
 
of
implementation,
 
and in
 
February 2025,
 
the Company
 
issued
2,490,000
 
shares of
 
its common
 
stock to
 
the Lesaka
 
ESOP Trust.
 
The
subscription price
 
payable by
 
the Lesaka
 
ESOP Trust
 
for the
 
shares was
 
vendor funded
 
by the
 
Company through
 
a notional
 
vendor
funding (“NVF”)
 
structure whereby
 
the Company
 
provided a
 
notional loan
 
to the
 
Lesaka ESOP
 
Trust representing
 
the fair value
 
of
the shares, facilitating
 
the acquisition by
 
the Lesaka ESOP
 
Trust of
 
the shares without
 
requiring any upfront
 
payment by the
 
Lesaka
ESOP Trust except for the payment of a nominal value of $
0.001
 
per share. The NVF structure will achieve the
 
same economic effect
as a traditional
 
loan structure from
 
the Company to the
 
Lesaka ESOP Trust
 
to enable the Lesaka
 
ESOP Trust to
 
subscribe for shares
in the Company, but without
 
any actual flow of funds from the Company to the Trust.
 
A notional amount on the date
 
of issue was ascribed to each share
 
that the Lesaka ESOP Trust
 
subscribed for, which
 
is equal to
the fair market value
 
of one of the
 
Company shares of common
 
stock (which is the
 
amount the Lesaka ESOP
 
Trust would have
 
paid
for one of the Company’s shares in an ordinary course cash transaction with the Company) less a
10
% discount. The principal amount
on the NVF loan will
 
accrue interest at a fixed
 
rate of
3
% per annum. The NVF
 
will have a
five-year
 
term. The notional amount was
not recognized in the Company’s financial statements because
 
it represents a formula to
 
calculate the number of the
 
Company’s shares
of common stock to be returned by the Lesaka ESOP Trust
 
to the Company after
five years
.
On or about the 5
th
 
anniversary of the implementation date of the ESOP (“Maturity Date”), the Company will have the option to
repurchase
 
a
 
portion
 
of
 
the
 
shares
 
held
 
by
 
the
 
Lesaka
 
ESOP
 
Trust
 
at
 
the
 
nominal
 
aggregate
 
amount
 
to
 
settle
 
the
 
total
 
NVF
 
loan
outstanding. The number of
 
shares to be repurchased will be
 
determined by using a formula
 
set out in the transaction
 
documents that
considers the total
 
NVF loan outstanding on
 
the Maturity Date
 
and the market
 
value of one
 
of the Company’s shares held
 
by the Lesaka
ESOP Trust. The purchase
 
consideration that would have been
 
payable for the shares the Company
 
will repurchase (which is the fair
market value the Company
 
would have paid for the shares
 
in an ordinary course cash transaction
 
with the Lesaka ESOP Trust
 
on the
Maturity Date) will be set off
 
against the total NVF loan outstanding.
 
After settlement of the NVF loan,
50
% of the remaining shares
held by the Lesaka ESOP Trust, if any,
 
will be distributed to eligible employees.
The Lesaka ESOP Trust will hold shares of
 
the Company’s common stock. The
 
Lesaka ESOP Trust will therefore be entitled to
receive its proportionate share of any
 
dividends and other distributions declared by the
 
Company to its shareholders and vote
 
its shares
held on matters requiring shareholder approval.
The Lesaka ESOP Trust
 
is administered by the
 
board of trustees made up
 
of
five
 
members nominated by the Company’s
 
Board
and the participants in the ESOP.
 
The Company’s Board has the right
 
to nominate
two
 
members to the board of trustees. The balance
of the trustees,
one
 
of which must be an independent trustee,
 
are nominated by the participants. The nominees
 
appointed to the board
of trustees may not be members of the Company’s Board or an officer as contemplated in Rule 16a-(f) of the Securities and Exchange
Act of 1934. The nominees of
 
the participants need to meet an election
 
criteria to be eligible for nomination which
 
requires participant
nominees to have been employed by the Group for a continuous and uninterrupted period of at least
three years
. The trustees have the
discretion to determine how
 
the Lesaka ESOP Trust
 
should vote shares of the
 
Company common stock held on
 
matters requiring the
Company’s shareholders
 
approval. The decisions by the trustees are decided by a majority vote.
The Company
 
is responsible
 
for all
 
reasonable
 
operating expenses
 
incurred
 
by the
 
Lesaka ESOP
 
Trust
 
until such
 
time as
 
the
Lesaka ESOP Trust has sufficient
 
cash resources of its own to settle its operating expenses.
 
The Company controls the Lesaka
ESOP
Trust because
 
the Lesaka ESOP
 
Trust is
 
considered to
 
be a variable
 
interest entity (“VIE”)
 
in which the
 
Company has a
 
controlling
financial interest.
 
Accordingly,
 
the Lesaka ESOP
 
Trust is
 
consolidated by
 
the Company.
 
As the Lesaka
 
ESOP Trust
 
is consolidated
by the
 
Company,
 
the
2,490,000
 
shares of
 
the Company’s
 
common stock
 
held by
 
Lesaka ESOP
 
Trust
 
are accounted
 
for as
 
treasury
shares at the
 
nominal amount
 
of $
0.001
 
per share. Purchases
 
and sales of
 
the Company’s
 
common stock
 
between the
 
Company and
the Lesaka ESOP Trust will be recognized within equity with no profit or loss
 
being recognized in the statement of operations on such
acquisition or disposal.
 
 
17.
 
STOCK-BASED COMPENSATION
 
(continued)
Lesaka ESOP Trust (continued)
Qualifying employees
 
were allocated A
 
and B units.
 
An A unit
 
represents an option
 
for the employees
 
to acquire shares
 
of the
Company’s common stock in future. The A
 
unit represents an equity-settled share-based
 
payment, requiring the recognition of
 
a stock-
based compensation
 
charge over
 
a
five year
 
service period.
 
The A
 
units were
 
measured at
 
their grant
 
date fair
 
value using
 
a Black
Scholes valuation model.
 
A B unit represent
 
s
 
an employees’ entitlement
 
to cash payments
 
based on dividends
 
paid by the Company
to
 
the
 
Lesaka
 
ESOP
 
Trust,
 
and
 
consequently
 
distributions
 
that
 
the
 
Lesaka
 
ESOP
 
Trust
 
makes
 
to
 
qualifying
 
employees
 
who
 
are
beneficiaries of the Lesaka
 
ESOP Trust. These
 
payments represent an
 
employee benefit, requiring
 
that the Company to
 
recognize an
expense to the value of the payment made when each payment is made.
Initial
 
qualifying
 
employees
 
are
 
required
 
to
 
have
 
a
 
minimum
 
of
two year
’s
 
service
 
with
 
the
 
Company,
 
with
 
criteria
 
being
determined on December 31, 2024. Initial qualifying employees received invitation and allocation notices on or around April 1, 2025.
As
 
employees
 
complete
two years
’
 
service
 
to
 
any
 
subsidiary
 
of
 
the
 
Company
 
they
 
will
 
become
 
eligible
 
for
 
consideration
 
as
 
a
beneficiary of the Lesaka ESOP Trust. Qualifying
 
employees include employees of recent acquisitions, including Adumo.
On April 1,
 
2025, the Lesaka
 
ESOP Trust
 
awarded
2,030
 
qualifying employees
1,989,400
 
A units and
2,030
 
B units. Lesaka’s
closing price on the Nasdaq on April 1, 2025 was $
5.00
 
per share and each A unit was issued with an initial strike price
 
of $
4.50
 
(the
closing price
 
less a
10
% discount)
 
and is
 
expected to
 
grow by
3
% per
 
annum through
 
to April
 
1, 2030.
 
The Company
 
estimated a
forfeiture rate of
8
% per annum. The
 
fair value of
 
each A unit is
 
estimated on the
 
date of grant
 
using Black-Scholes model
 
that uses
the assumptions noted in the table below. The estimated expected volatility is generally calculated based on the Company’s
1,251
-day
volatility.
 
The
 
estimated
 
expected
 
life
 
of
 
the
 
option
 
was
 
determined
 
as
 
the
 
period
 
from
 
grant
 
date
 
through
 
to
 
the
 
vesting
 
date
 
in
February 2030. The table below
 
presents the range of assumptions used
 
to value options granted during the
 
years ended June 30, 2025:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2025
Expected volatility
 
46
%
Expected dividends
 
0
%
Expected life (in years)
 
4.9
Risk-free rate
 
4.17
%
Stock-based compensation charge and unrecognized compensation
 
cost
The Company has
 
recorded a net stock
 
compensation charge
 
of $
9.5
 
million, $
7.9
 
million and $
7.3
 
million for the
 
years ended
June 30, 2025, 2024 and 2023, respectively,
 
which comprised:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
charge
Allocated to IT
processing,
servicing and
support
Allocated to
selling, general
and
administration
Year
 
ended June 30, 2025
Stock-based compensation charge
 
$
9,482
$
-
$
9,482
Stock-based compensation charge related to ESOP
157
-
157
Reversal of stock compensation charge related to stock
options and restricted stock forfeited
(89)
-
(89)
Total - year ended June
 
30, 2025
$
9,550
$
-
$
9,550
Year
 
ended June 30, 2024
Stock-based compensation charge
 
$
8,045
$
-
$
8,045
Reversal of stock compensation charge related to stock
options and restricted stock forfeited
(134)
-
(134)
Total - year ended June
 
30, 2024
$
7,911
$
-
$
7,911
Year
 
ended June 30, 2023
Stock-based compensation charge
 
$
7,673
$
-
$
7,673
Reversal of stock compensation charge related to stock
options and restricted stock forfeited
(364)
-
(364)
Total - year ended June
 
30, 2023
$
7,309
$
-
$
7,309
17.
 
STOCK-BASED COMPENSATION
 
(continued)
Stock-based compensation charge and unrecognized compensation
 
cost (continued)
The
 
stock-based
 
compensation
 
charges
 
and
 
reversal
 
have
 
been
 
allocated
 
to
 
selling,
 
general
 
and
 
administration
 
based
 
on
 
the
allocation of the cash compensation paid to the relevant employees.
As of June
 
30, 2025, the
 
total unrecognized
 
compensation cost related
 
to stock options
 
was approximately
 
$
5.3
 
million, which
the
 
Company
 
expects
 
to
 
recognize
 
over
 
approximately
two years
.
 
As of
 
June
 
30,
 
2025,
 
the
 
total
 
unrecognized
 
compensation
 
cost
related to restricted stock awards was approximately $
5.0
 
million, which the Company expects to recognize over approximately
three
years
.
Income tax consequences
During the years ended June 30, 2025, 2024 and 2023, the
 
Company recorded a deferred tax benefit of $
1.0
 
million, $
0.7
 
million
and
 
$
0.6
 
million, respectively,
 
related
 
to the
 
stock-based
 
compensation
 
charge
 
recognized related
 
to employees
 
of Lesaka.
 
During
these periods the
 
Company recorded a
 
valuation allowance related
 
to the
 
full deferred tax
 
benefit recognized because
 
it does not
 
believe
that the
 
stock-based compensation
 
deduction would
 
be utilized
 
as it
 
does not
 
anticipate generating
 
sufficient taxable
 
income in
 
the
United States. The
 
Company deducts the
 
difference between the
 
market value on the
 
date of exercise by
 
the option recipient
 
and the
exercise price from income subject to taxation in the United States.

Historical Timeline

Fiscal YearFiled
2025Sep 29, 2025Showing above
2024Sep 11, 2024
2023Sep 12, 2023
2022Sep 9, 2022

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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