v3.25.4
Stock-Based Compensation
 6 Months Ended
Dec. 31, 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. 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 six months
ended December 31, 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 - December 31, 2025
5,866,904
8.71
3.03
883
1.20
Outstanding - June 30, 2024
4,918,248
8.70
4.51
889
1.77
Granted – December 2023
350,000
6.00
-
433
1.24
Granted – November 2020
250,000
8.00
-
177
0.71
Exercised
(17,014)
3.02
-
38
-
Forfeited
(13,333)
11.23
-
-
8.83
Outstanding - December 31, 2024
5,487,901
8.48
4.04
1,418
1.76
No
stock options were awarded
during the three and
six months ended
December 31, 2025. The
Company awarded
600,000
stock
options to
an executive officer
during the
three and six
months ended December
31, 2024, with
strike prices ranging
from $
6
to $
8
.
The
600,000
stock options
will vest on
December 31,
2026, and
vesting is
subject to
the executive
officer’s
continued employment
with the Company through to the vesting date. The
600,000
stock options expire on January 31, 2029.
No
stock options were exercised or forfeited during the three
and six months ended December 31, 2025. During each
of the three
and six months
ended December 31,
2024, the Company
received $
0.05
million from the
exercise of
17,014
stock options, respectively.
Employees forfeited an aggregate of
13,333
stock options during each of the three and six months ended December 31, 2024.
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 six months
ended December
31, 2024:
Six months
ended
December 31,
2024
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
December 31, 2025:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Vested
and expecting to vest - December 31, 2025
5,866,904
8.71
3.03
883
These options have an exercise price range of $
3.01
to $
14.00
.
The following table presents stock options that are exercisable as of December
31, 2025:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Exercisable - December 31, 2025
869,570
3.98
3.47
888
No
stock options became exercisable during each
of the three and six
months ended December 31, 2025 and
2024. 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 six
months ended December 31, 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
829,095
3,175
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
Total vested
(217,179)
850
Vested
– August 2025
(10,933)
50
Vested
– October 2025
(33,333)
139
Vested
– November 2025
(120,434)
465
Vested
– December 2025
(52,479)
196
Forfeitures
(281,333)
1,060
Forfeitures
(23,465)
98
Forfeitures December 2022 award with market conditions
(257,868)
962
Non-vested – December 31, 2025
2,500,483
10,035
Non-vested – June 30, 2024
2,084,946
8,736
Total Granted
1,331,110
4,850
Granted – August 2024
32,800
154
Granted – October 2024
100,000
490
Granted – November 2024, with performance conditions
1,198,310
4,206
Total vested
(473,432)
2,469
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
Forfeitures
(40,321)
216
Non-vested – December 31, 2024
2,902,303
11,348
13.
Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Grants
In July,
August, September,
October and
November 2025,
respectively,
the Company
granted
3,772
;
5,323
;
200,000
;
215,000
and
160,000
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 and
October 2024, respectively, the Company granted
32,800
and
100,000
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
has 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 three and six months ended
December 31, 2025, the Company recorded a stock-based
compensation charge of $
0.1
million
and
$
0.1
million,
respectively,
and
included
the
issuance
of
11,000
and
27,500
shares
of
common
stock
in
its issued
and
outstanding share count.
Vesting
In August,
October,
November and
December 2025,
an aggregate
of
217,179
shares of
restricted stock
granted
to employees
vested. Certain employees elected for
70,133
shares to be withheld
to satisfy the withholding
tax liability on the
vesting of their shares.
These
70,133
shares have been included in the Company’s
treasury shares.
In July 2024,
78,801
shares of restricted stock granted
to our former Group CEO,
vested. In November and
December 2024, an
aggregate
of
290,993
shares
of
restricted
stock
granted
to
employees
vested.
Certain
employees
elected
for
132,147
shares
to
be
withheld
to
satisfy
the
withholding
tax
liability
on
the
vesting
of
their
shares.
These
132,147
shares
have
been
included
in
the
Company’s
treasury shares. In
November 2024,
103,638 shares of
restricted stock with
performance conditions
(share price targets)
vested following the achievement of the agreed performance condition.
13.
Stock-based compensation (continued)
Restricted stock (continued)
Forfeitures
During
the
three
and
six
months
ended
December
31,
2025,
respectively,
employees
forfeited
12,672
and
23,465
shares
of
restricted
stock
following
their
termination
of
employment
with
the
Company.
During
each
of
the
three
and
six
months
ended
December 31,
2025,
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
six
months
ended
December
31,
2024,
respectively,
employees
forfeited
37,221
and
40,321
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
December 31, 2025
and 2024,
of $
1.9
million and $
2.6
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 December 31, 2025
Stock-based compensation charge
$
1,829
$
-
$
1,829
Stock compensation charge related to ESOP
167
-
167
Reversal of stock compensation charge related to restricted
stock forfeited
(51)
-
(51)
Total - three months
ended December 31, 2025
$
1,945
$
-
$
1,945
Three months ended December 31, 2024
Stock-based compensation charge
$
2,655
$
-
$
2,655
Reversal of stock compensation charge related to restricted
stock forfeited
(11)
-
(11)
Total - three months
ended December 31, 2024
$
2,644
$
-
$
2,644
The Company recorded
a stock-based compensation
charge, net, during
the six months ended
December 31, 2025 and
2024, of
$
3.8
million and $
5.0
million respectively, which
comprised:
a
Total
charge
Allocated to cost
of goods sold, IT
processing,
servicing and
support
Allocated to
selling, general
and
administration
Six months ended December 31, 2025
Stock-based compensation charge
$
3,541
$
-
$
3,541
Stock compensation charge related to ESOP
328
-
328
Reversal of stock compensation charge related to
restricted
stock forfeited
(63)
-
(63)
Total - six months ended
December 31, 2025
$
3,806
$
-
$
3,806
Six months ended December 31, 2024
Stock-based compensation charge
$
5,032
$
-
$
5,032
Reversal of stock compensation charge related to
restricted
stock forfeited
(11)
-
(11)
Total - six months ended
December 31, 2024
$
5,021
$
-
$
5,021
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.
13.
Stock-based compensation (continued)
As
of
December
31,
2025,
the
total
unrecognized
compensation
cost
related
to
stock
options
was
$
4.2
million,
which
the
Company expects to
recognize over
two years
. As of
December 31, 2025,
the total unrecognized
compensation cost related
to restricted
stock awards was $
4.9
million, which the Company expects to recognize over
two years
.
During the three months
ended December 31,
2025 and 2024, the
Company recorded a deferred
tax benefit of $
0.2
million and
$
0.5
million, respectively,
related to the stock-based compensation charge
recognized related to employees of Lesaka.
During the six
months
ended
December
31,
2025
and
2024,
the
Company
recorded
a
deferred
tax
benefit
of
$
0.4
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.