v3.26.1
Stock-Based Compensation
 9 Months Ended
Mar. 31, 2026
Stock-Based Compensation [Abstract]  
Stock-Based Compensation
13.
Stock-based compensation
The Company’s
Amended and Restated
2022 Stock
Incentive Plan (“20
22 Plan”)
and the vesting
terms of certain
stock-based
awards granted are described in Note 17 to the Company’s audited consolidated financial statements included in its Annual Report on
Form 10-K
for the
year ended
June 30,
2025. On
September 2,
2025, the
Company’s
Board resolved
to request
the approval
of the
Company’s
shareholders to increase the
number of shares
available for issuance under
the 2022 Plan by
3,000,000
. On December
8,
2025, the Company’s shareholders approved
the amendment.
Stock option and restricted stock activity
Options
The following table summarizes stock option activity for the nine months
ended March 31, 2026 and 2025:
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 - June 30, 2025
5,866,904
8.71
3.55
703
1.20
Outstanding - March 31, 2026
5,866,904
8.71
2.55
1,107
1.20
Outstanding - June 30, 2024
4,918,248
8.70
4.51
889
1.77
Granted – December 2024
350,000
6.00
-
433
1.24
Granted – December 2024
250,000
8.00
-
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
(36,345)
3.02
-
70
-
Forfeited
(13,333)
11.23
-
-
8.83
Outstanding - March 31, 2025
5,868,570
8.71
3.79
886
1.20
No
stock options were awarded during the
three and nine months ended March
31, 2026. The Company awarded
400,000
stock
options
to
an
executive
officer
during
the
three
months
ended
March
31,
2025
with
strike
prices
ranging
from
$
8
to
$
14
,
and
an
aggregate of
1,000,000
stock options during the nine months
ended March 31, 2025 with strike
prices ranging from $
6
to $
14
. These
stock options, together with the
600,000
that were awarded in December 2024, 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.
No
stock options were exercised or forfeited during the three and nine months ended March 31, 2026. During
the three and nine
months ended
March 31, 2025,
the Company
received $
0.06
million and
$
0.1
million from the
exercise of
19,331
and
36,345
stock
options, respectively. Employees forfeited an aggregate of
13,333
stock options during each
of the three and
nine months ended March
31, 2025.
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
following table. The estimated
expected volatility is calculated
based on the Company’s
730
-day volatility.
The estimated
expected life
of the
option was
determined based
on the
historical behavior
of employees
who were
granted options
with similar terms.
13.
Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Options (continued)
The table below presents the range
of assumptions used to value stock options
granted during the nine months
ended March 31,
2025:
Nine months
ended
March 31,
2025
Expected volatility
42
%
Expected dividends
0
%
Expected life (in years)
2
Risk-free rate
4.3
%
The following table presents stock options vested and expected to vest as of
March 31, 2026:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Vested
and expecting to vest - March 31, 2026
5,866,904
8.71
2.55
1,107
These options have an exercise price range of $
3.01
to $
14.00
.
The following table presents stock options that are exercisable as of March
31, 2026:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Exercisable - March 31, 2026
866,904
3.99
2.95
1,107
No
stock options became exercisable during each of the three and nine
months ended March 31, 2026 and 2025. During each of
the three and nine months ended March
31, 2025,
26,982
stock options became exercisable. The Company issues
new shares to satisfy
stock option exercises.
13.
Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock
The following table summarizes restricted stock activity for the nine
months ended March 31, 2026 and 2025:
Number of
shares of
restricted stock
Weighted
average grant
date fair value
($’000)
Non-vested – June 30, 2025
2,169,900
7,833
Total granted
1,009,095
4,012
Granted – July 2025
3,772
17
Granted – August 2025
5,323
25
Granted – September 2025
200,000
922
Granted – October 2025
215,000
905
Granted – November 2025
160,000
708
Granted – November 2025, with performance conditions
245,000
598
Granted – February 2026
150,000
698
Granted – March 2026
30,000
139
Total vested
(238,845)
949
Vested
– August 2025
(10,933)
50
Vested
– October 2025
(33,333)
139
Vested
– November 2025
(120,434)
465
Vested
– December 2025
(52,479)
196
Vested
– February 2025
(21,666)
99
Forfeitures
(361,413)
1,437
Forfeitures
(103,545)
475
Forfeitures December 2022 award with market conditions
(257,868)
962
Non-vested – March 31, 2026
2,578,737
9,825
Non-vested – June 30, 2024
2,084,946
8,736
Total Granted
1,396,110
5,204
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
Total vested
(556,641)
2,865
Vested
– July 2024
(78,801)
394
Vested
– November 2024
(213,687)
1,134
Vested
– November 2024, with performance conditions
(103,638)
524
Vested
– December 2024
(77,306)
417
Vested
– February 2025
(13,922)
68
Vested
– March 2025
(69,287)
328
Forfeitures
(108,243)
537
Non-vested – March 31, 2025
2,816,172
10,955
13.
Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Grants
In July,
August, September,
October and
November 2025,
and February
and March
2026, respectively,
the Company
granted
3,772
;
5,323
;
200,000
;
215,000
;
160,000
;
150,000
; and
30,000
shares of restricted stock to employees which have time-based vesting
conditions and which are subject to the employees’ continued employment
with the Company through the applicable vesting dates.
In November
2025, the
Company awarded
245,000
shares of
restricted stock
to a
group comprising
employees 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 $
4.31
over the measurement
period commencing on November 1, 2025
through October 31, 2028, and (2) the recipient
is employed by the Company on a full-time
basis through to October 31, 2028. 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 October 31, 2025, was $
4.30
.
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
2027,
the
Company’s
30-day
volume
weighted-average
stock
price
(“VWAP”)
before
October
31,
2026
is
approximately
1.15
times higher (i.e. $
4.96
or higher) than $
4.31
:
33
%;
●
Fiscal 2028, the Company’s
VWAP before
October 31, 2027 is
1.32
times higher (i.e. $
5.70
or higher) than $
4.31
:
67
%;
●
Fiscal 2029, the Company’s
VWAP before
October 31, 2028 is
1.52
times higher (i.e. $
6.55
) than $
4.31
:
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
41.2
% for
the closing
price (of
$
4.35
), 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.
In
August
2024,
October
2024
and
January
2025,
respectively,
the
Company
granted
32,800
,
100,000
and
65,000
shares
of
restricted
stock
to
employees
which
have
time
-based
vesting
conditions
and
which
are
subject
to
the
employees’
continued
employment with the Company through the applicable vesting dates.
In November 2024, the
Company awarded
1,198,310
shares of restricted stock to
a group comprising employees
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 specified conditions
are satisfied.
The Company
had previously
agreed to
grant an
advisor
5,500
shares per
month in
lieu of cash
for ad
hoc consulting
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
nine months
ended March
31, 2026,
the Company
recorded a
stock-based compensation
charge of
$
0.1
million and included
the issuance of
27,500
shares of common
stock in its
issued and outstanding
share count.
No
shares were
issued during the three months ended March 31, 2026. During the third quarter of fiscal 2026, the Company and the consultant agreed
that
49,500
shares of the Company’s common stock that were
previously issued would be forfeited and
a cash payment of $
0.2
million
was made in lieu of the forfeited shares.
Vesting
In August,
October,
November and
December 2025,
and in
January 2026,
an aggregate
of
238,845
shares of
restricted
stock
granted to employees vested. Certain employees elected for
79,133
shares to be withheld to satisfy the withholding tax liability on the
vesting of their shares. These
79,133
shares have been included in the Company’s
treasury shares.
In July 2024,
78,801
shares of restricted
stock granted to Mr. Meyer, our
former Group CEO, vested.
In November 2024,
103,638
shares of restricted
stock with
performance conditions (share
price targets) vested
following the
achievement of the
agreed performance
condition. In November,
December 2024, February 2025 and March 2025,
an aggregate of
374,202
shares of restricted stock granted
to employees vested. Certain employees elected
for
137,809
shares to be withheld to
satisfy the withholding tax liability on
the vesting
of their shares. These
137,809
shares have been included in the Company’s
treasury shares.
13.
Stock-based compensation (continued)
Restricted stock (continued)
Forfeitures
During
the
three
and
nine
months
ended
March
31,
2026,
respectively,
employees
forfeited
80,080
and
103,545
shares
of
restricted stock following their
termination of employment with
the Company. During the nine months
ended March 31,
2026,
257,868
shares of
restricted
stock were
forfeited by
executive officers
(including
a former
Group CEO)
as the
market condition
(related to
share price performance) were not achieved.
During
the
three
and
nine
months
ended
March
31,
2025,
respectively,
employees
forfeited
67,922
and
108,243
shares
of
restricted stock following their
termination of employment with
the Company or the
failure to achieved agreed
performance conditions
(
29,121
shares were forfeited following the failure to achieved agreed share performance
targets).
Stock-based compensation charge and unrecognized compensation
cost
The Company
recorded a
stock-based compensation
charge, net,
during the
three months
ended March
31, 2026
and 2025,
of
$
1.3
million and $
2.5
million, respectively,
which comprised:
Total
charge
Allocated to cost
of goods sold, IT
processing,
servicing and
support
Allocated to
selling, general
and
administration
Three months ended March 31, 2026
Stock-based compensation charge
$
1,406
$
-
$
1,406
Stock compensation charge related to ESOP
167
-
167
Reversal of stock compensation charge related to restricted
stock forfeited
(239)
-
(239)
Total - three months
ended March 31, 2026
$
1,334
$
-
$
1,334
Three months ended March 31, 2025
Stock-based compensation charge
$
2,531
$
-
$
2,531
Reversal of stock compensation charge related to restricted
stock forfeited
(34)
-
(34)
Total - three months
ended March 31, 2025
$
2,497
$
-
$
2,497
The Company recorded a stock-based
compensation charge, net, during the nine
months ended March 31, 2026
and 2025, of $
5.1
million and $
7.5
million respectively, which
comprised:
a
Total
charge
Allocated to cost
of goods sold, IT
processing,
servicing and
support
Allocated to
selling, general
and
administration
Nine months ended March 31, 2026
Stock-based compensation charge
$
4,947
$
-
$
4,947
Stock compensation charge related to ESOP
495
-
495
Reversal of stock compensation charge related to
restricted
stock forfeited
(302)
-
(302)
Total - nine months
ended March 31, 2026
$
5,140
$
-
$
5,140
Nine months ended March 31, 2025
Stock-based compensation charge
$
7,563
$
-
$
7,563
Reversal of stock compensation charge related to
restricted
stock forfeited
(45)
-
(45)
Total - nine months
ended March 31, 2025
$
7,518
$
-
$
7,518
The stock-based compensation charges
have been allocated to selling,
general and administration based
on the allocation of the
cash compensation paid to
the relevant employees. Stock-based compensation
charge of $
1.0
million related to the post-combination
compensation charges
related to the Recharger
acquisition are included
in the caption transaction
costs related to
Adumo, Recharger
and Bank Zero acquisitions and certain compensation costs included on the
unaudited condensed consolidated statement of operations
for the three
and nine months
ended March 31,
2025. These stock-based charges
are classified as
cash settled awards
and were included
i
n other payables as of March 31, 2025.
13.
Stock-based compensation (continued)
As of March 31, 2026,
the total unrecognized compensation
cost related to stock options
was $
2.9
million, which the Company
expects to recognize over
two years
. As of March
31, 2026, the total
unrecognized compensation cost related to
restricted stock awards
was $
6.6
million, which the Company expects to recognize over
two years
.
During the three months ended March 31, 2026 and 2025, the Company recorded a deferred tax benefit of $
0.1
million and $
0.3
million,
respectively,
related
to the
stock-based
compensation
charge
recognized
related to
employees
of Lesaka.
During
the
nine
months ended March 31, 2026 and
2025, the Company recorded a deferred
tax benefit of $
0.6
million and $
0.8
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.