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Stock-Based Compensation
3 Months Ended
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.