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Stock-Based Compensation | 3 Months Ended
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Sep. 30, 2025
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. Stock option and restricted stock activity Options The following table summarizes stock option activity for the three months ended September 30, 2025 and 2024: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($'000) Weighted average grant date fair value ($) Outstanding - June 30, 2025 5,866,904 8.71 3.55 703 1.20 Outstanding - September 30, 2025 5,866,904 8.71 3.29 485 1.20 Outstanding - June 30, 2024 4,918,248 8.70 4.51 889 1.77 Forfeited (13,333) 11.23 - - 8.83 Outstanding - September 30, 2024 4,904,915 8.67 4.33 1,117 1.76 No stock options were awarded during the three months ended September 30, 2025 and 2024. No stock options were exercised during the three months ended September 30, 2025 and 2024. Employees forfeited an aggregate of 13,333 stock options during the three months ended September 30, 2024. The following table presents stock options vested and expected to vest as of September 30, 2025: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Vested and expecting to vest - September 30, 2025 5,866,904 8.71 3.29 485 These options have an exercise price range of $ 3.01 to $ 14.00 . 13. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Options (continued) The following table presents stock options that are exercisable as of September 30, 2025: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Exercisable - September 30, 2025 869,570 3.98 3.71 488 No stock options became exercisable during each of the three months ended three months ended September 30, 2025 and 2024. The Company issues new shares to satisfy stock option exercises. Restricted stock The following table summarizes restricted stock activity for the three months ended September 30, 2025 and 2024: 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 209,095 964 Granted – July 2025 3,772 17 Granted – August 2025 5,323 25 Granted – September 2025 200,000 922 Total vested (10,933) 50 Vested – August 2025 (10,933) 50 Forfeitures (10,793) 50 Non-vested – September 30, 2025 2,357,269 8,651 Non-vested – June 30, 2024 2,084,946 8,736 Total Granted 32,800 154 Granted – August 2024 32,800 154 Total vested (78,801) 394 Vested – July 2024 (78,801) 394 Forfeitures (3,100) 15 Non-vested – September 30, 2024 2,035,845 8,449 Grants In July, August and September 2025, respectively, the Company granted 3,772 , 5,323 and 200,000 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 August 2024, the Company granted 32,800 shares of restricted stock to employees which have time-based vesting conditions. 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 three months ended September 30, 2025, the Company recorded a stock-based compensation charge of $ 0.1 million and included the issuance of 16,500 shares of common stock in its issued and outstanding share count. 13. Stock-based compensation (continued) Restricted stock (continued) Vesting In August and September 2025, an aggregate of 10,933 shares of restricted stock granted to employees vested. In July 2024, 78,801 shares of restricted stock granted to our former Group CEO vested. Forfeitures During the three months ended September 30, 2025 and 2024, respectively, employees forfeited 10,793 and 3,100 shares of restricted stock following termination of their employment with the Company. Stock-based compensation charge and unrecognized compensation cost The Company recorded a stock-based compensation charge, net, excluding charges related to the post-combination compensation charges discussed in Note 2, during the three months ended September 30, 2025 and 2024, of $ 1.9 million and $ 2.4 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 September 30, 2025 Stock-based compensation charge $ 1,712 $ - $ 1,712 Reversal of stock compensation charge related to ESOP 161 - 161 Reversal of stock compensation charge related to restricted stock forfeited (12) - (12) Total - three months ended September 30, 2025 $ 1,861 $ - $ 1,861 Three months ended September 30, 2024 Stock-based compensation charge $ 2,377 $ - $ 2,377 Total - three months ended September 30, 2024 $ 2,377 $ - $ 2,377 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. As of September 30, 2025, the total unrecognized compensation cost related to stock options was $ 4.3 million, which the Company expects to recognize over three years . As of September 30, 2025, the total unrecognized compensation cost related to restricted stock awards was $ 5.6 million, which the Company expects to recognize over two years . During the three months ended September 30, 2025 and 2024, the Company recorded a deferred tax benefit of $ 0.2 million and $ 0.3 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.

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