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Lesaka Technologies (NASDAQ: LSAK) wins approval for 1M stock options grant

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lesaka Technologies, Inc. shareholders approved a stock option grant to Executive Chairman Ali Mazanderani. The award covers 1,000,000 options to acquire common shares at an exercise price of US$5.00 per share. The options vest on April 1, 2028, subject to his continuous employment, may be exercised only after April 1, 2029, and expire on April 1, 2030. There is no automatic acceleration of vesting on termination of employment, death, disability or change in control. Shareholders voted 38,334,363 for, 1,241,298 against and 7,796,947 abstaining to approve the grant for purposes of Nasdaq Listing Rule 5635(c). The award is subject to Lesaka’s clawback policy and allows multiple exercise methods, including cash, stock tender, broker-assisted cashless and net exercise.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Option Award Size 1,000,000 share options Stock option grant to Executive Chairman Ali Mazanderani
Exercise Price US$5.00 per share Exercise price for the 1,000,000 share options
Vesting Date April 1, 2028 Options vest subject to continuous employment through this date
Exercise Start Date April 1, 2029 Vested options may be exercised only after this date
Expiration Date April 1, 2030 Final date on which the options can be exercised
Votes For 38,334,363 Shares voting in favor of approving the option grant
Votes Against 1,241,298 Shares voting against approving the option grant
Abstain Votes 7,796,947 Shares abstaining on the option grant proposal
Nasdaq Listing Rule 5635(c) regulatory
"To approve, for purposes of complying with Nasdaq Listing Rule 5635(c)"
clawback policy regulatory
"The Option Award is subject to our clawback policy, as in effect"
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
broker-assisted cashless exercise financial
"Broker-Assisted Cashless Exercise. Net Exercise: via the exercise of all"
net exercise financial
"Net Exercise: via the exercise of all or any vested portion"
A net exercise is a way to convert stock options into shares without paying cash up front: instead of handing over money to buy the optioned shares, the holder receives only the number of shares equal to the option’s value after the company withholds a portion of shares to cover the exercise price and taxes. It matters to investors because it changes how many new shares are issued, affects dilution of existing shareholders, and alters company cash flow compared with a cash exercise.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Lesaka Technologies (LSAK) shareholders approve on August 3, 2026?
Shareholders approved a 1,000,000-share stock option award to Executive Chairman Ali Mazanderani at an exercise price of US$5.00 per share, granted under a stock option agreement described in the 2026 proxy statement.

What are the key vesting and exercise dates for the LSAK option grant?
The option award vests on April 1, 2028, subject to continuous employment, may be exercised only after April 1, 2029, and has an expiration date of April 1, 2030, limiting how long it can be held before use.

How did Lesaka Technologies (LSAK) shareholders vote on the option award?
The option grant was approved with 38,334,363 votes for, 1,241,298 votes against and 7,796,947 abstentions, reflecting formal shareholder support required under Nasdaq Listing Rule 5635(c).

Does the LSAK option award accelerate on termination or a change in control?
No. The award provides no automatic acceleration of vesting upon termination of employment, death, disability or a change in control, so unvested options generally remain unvested in those events.

What exercise methods are available for the Lesaka (LSAK) option grant?
The award allows several methods: cash payment, offset against amounts owed by the company, tender of stock, broker-assisted cashless exercise, net exercise, or other methods acceptable to Lesaka, alone or in combination.

Is the Lesaka Technologies (LSAK) option award subject to a clawback policy?
Yes. The option award is expressly subject to Lesaka’s clawback policy as in effect from time to time, meaning the company may recover compensation in specified circumstances under that policy.
false 2026-08-03 0001041514 Lesaka Technologies, Inc. 0001041514 2026-08-03 2026-08-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2026

LESAKA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Florida 000-31203 98-0171860
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

7 Parks Boulevard, Oxford Parks, 1st Floor
 Dunkeld, Johannesburg, South Africa 2196
 (Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: 011-27-11-343-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Shares   LSAK   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Option award to Ali Mazanderani

On August 3, 2026, at a special meeting of shareholders (the "Special Meeting") of Lesaka Technologies, Inc. (the "Company"), the shareholders of the Company approved the grant of a stock option ("Option Award") to Mr. Ali Mazanderani, the Company's Executive Chairman, pursuant to a stock option agreement, as further described in the Company's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on July 2, 2026 (the "2026 Proxy Statement").

Below is an overview of the Option Award.

Award Terms Details
Option Award 1,000,000 share options.
Equity Type Options to acquire common stock.
Exercise Price 1,000,000 share options at an exercise price of US$5.00 per share.
Exercise Date Mr. Mazanderani may only exercise the vested Option Award after April 1, 2029.
Expiration Date April 1, 2030.
Employment Requirement The Option Award will vest on April 1, 2028, subject to Mr. Mazanderani's continuous employment through this date.
Termination of Employment No acceleration of vesting upon termination of employment, death or disability.
Change in Control No automatic acceleration of vesting upon a change in control of our company.
Exercise Methods Exercise Methods:
  1. Cash: exercise price is paid in cash upon exercise of options.
  2. Offset: if acceptable to us, through an offset against amounts owed by us to Mr. Mazanderani.
  3. Tender of Stock: by tender to us of shares held by Mr. Mazanderani, including shares deliverable upon exercise of the Option Award.
  4. Broker-Assisted Cashless Exercise.
  5. Net Exercise: via the exercise of all or any vested portion of the Option Award without payment of the Exercise Price in cash, pursuant to which we will issue to Mr. Mazanderani a number of whole Shares determined in accordance with an agreed formula per the Option Agreement.
  6. By any other means acceptable to us.
  7. A combination of the foregoing.
Clawback The Option Award is subject to our clawback policy, as in effect from time to time.

The Option Award was previously approved, subject to shareholder approval, by the Board. The summary of the Option Award contained herein is qualified by and subject to the full text of the Option Award, which was included as Appendix A to the 2026 Proxy Statement and is attached as Exhibit 10.1 to this Form 8-K, and which is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following is a summary of the voting results for the proposal presented to shareholders at the Special Meeting held on August 3, 2026.

Proposal No. 1-To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the grant of a share option to Mr. Ali Mazanderani, our Executive Chairman, pursuant to a share option agreement

The grant of the Option Award was approved and the votes cast were as follows:

  Votes cast        
  For     Against     Abstain  
  38,334,363     1,241,298     7,796,947  

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibits Description
10.1 Option Award Agreement (included as Appendix A to Lesaka Technologies, Inc.'s definitive proxy statement filed with the Securities and Exchange Commission on July 2, 2026, Commission File No. 000-31203, and incorporated herein by reference).
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  LESAKA TECHNOLOGIES, INC.
     
Date: August 3, 2026 By: /s/ Dan Smith
  Name: Dan Smith
  Title: Group Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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