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Lesaka (NASDAQ: LSAK) updates Q3 FY2026 headline earnings and HE(L)PS

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8-K

Rhea-AI Filing Summary

Lesaka Technologies, Inc. filed an update correcting how it calculates headline earnings (loss) and headline earnings (loss) per share (HE(L)PS) for Q3 FY2026 and prior-year comparatives. The change adds the “change in fair value of equity securities, net” into headline earnings, in line with SAICA Headline Earnings Circular 1/2023 and IFRS 9.

For the three months ended March 31, 2026, headline earnings used in HE(L)PS are revised to $2,171 thousand, with basic and diluted HE(L)PS of $0.03. For the three months ended March 31, 2025, headline loss is revised to $(22,362) thousand, or $(0.28) per share basic and diluted.

For the nine months ended March 31, 2026, headline earnings used in HE(L)PS are now $2,430 thousand, with basic and diluted HE(L)PS of $0.03. For the nine months ended March 31, 2025, headline loss is revised to $(59,698) thousand, or $(0.83) per share basic and diluted. The company notes that only headline metrics and HE(L)PS are affected; other reported results remain unchanged.

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Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q3 2026 headline earnings $2,171 thousand Net income used to calculate headline earnings, three months ended March 31, 2026 (revised)
Q3 2025 headline loss $(22,362) thousand Net loss used to calculate headline loss, three months ended March 31, 2025 (revised)
Q3 2026 HE(L)PS basic $0.03 per share Headline earnings per share basic, three months ended March 31, 2026 (revised)
Q3 2025 HE(L)PS basic $(0.28) per share Headline loss per share basic, three months ended March 31, 2025 (revised)
Nine‑month 2026 headline earnings $2,430 thousand Net income used to calculate headline earnings, nine months ended March 31, 2026 (revised)
Nine‑month 2025 headline loss $(59,698) thousand Net loss used to calculate headline loss, nine months ended March 31, 2025 (revised)
Nine‑month 2026 HE(L)PS basic $0.03 per share Headline earnings per share basic, nine months ended March 31, 2026 (revised)
Nine‑month 2025 HE(L)PS basic $(0.83) per share Headline loss per share basic, nine months ended March 31, 2025 (revised)
headline earnings (loss) per share financial
"The correction relates only to headline earnings/ (loss) and headline earnings/ (loss) per share and does not affect any other reported results."
Headline earnings (loss) per share shows the profit or loss for each share after removing one‑off or unusual items (such as large asset sales, write‑downs or restructuring costs) so that underlying, repeatable business performance is clearer. Investors use it like checking a car’s fuel efficiency without one‑time repair costs: it offers a cleaner basis for comparing companies and periods, and can influence valuations, dividend expectations and buy/sell decisions.
non-GAAP measures financial
"Headline earnings (loss) and HE(L)PS are non-GAAP measures. Refer to Attachment A for a reconciliation of the non-GAAP measures."
Financial results that companies present using formulas or adjustments different from standard accounting rules (GAAP) to highlight what management considers the business’s ongoing performance. Investors care because these figures can make trends or profitability look clearer—like showing a car’s fuel efficiency after removing unusual trips—but they can also hide one‑time costs or aggressive assumptions, so comparing them with GAAP numbers helps judge reliability.
SAICA Headline Earnings Circular 1/2023 financial
"Following a further review of the SAICA Headline Earnings Circular 1/2023, the Company determined that fair value movements... should be included in headline earnings/ (loss)."
IFRS 9 Financial Instruments financial
"...equity securities that are in the scope of IFRS 9 Financial Instruments should be included in headline earnings/ (loss)..."
change in fair value of equity securities, net financial
"Represents the adjustment to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net"."
diluted earnings (loss) per share financial
"Weighted average number of shares used to calculate net earnings (loss) per share diluted earnings (loss) and headline earnings (loss) per share diluted earnings (loss) ('000)."
Diluted earnings (loss) per share measures how much profit or loss is attributable to each share of stock after assuming all potential shares from things like stock options, warrants or convertible bonds are issued. Investors use it to see the weakest-case per-share result—like slicing the same pie among more people—to judge true per-share value and compare companies when future share dilution could change returns.
Headline earnings three months 2026 $2,171 thousand +adjustment to include fair value of equity securities
Headline loss three months 2025 $(22,362) thousand more negative after including fair value movements
Headline earnings nine months 2026 $2,430 thousand +adjustment from previously reported $(163) thousand
Headline loss nine months 2025 $(59,698) thousand larger loss after correction
HE(L)PS basic nine months 2026 $0.03 moved from $0.00 to $0.03 after correction
HE(L)PS basic nine months 2025 $(0.83) more negative after correction
Understanding 8-K Material Events →
false 2026-05-18 0001041514 Lesaka Technologies, Inc. 0001041514 2026-05-18 2026-05-18

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): May 18, 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.)

President Place, 4th Floor, Cnr.
Jan Smuts Avenue and Bolton Road
 Rosebank, Johannesburg, South Africa
(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 2.02. Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition".

On May 18, 2026, Lesaka Technologies, Inc., a Florida corporation, filed a Stock Exchange News Service ("SENS") release with the stock exchange operated by JSE Limited advising that it had corrected the headline earnings/ (loss) and headline earnings/ (loss) per share information previously published in its Q3 FY2026 results released on May 7, 2026.

A copy of the SENS filing is included as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits Description
99.1 Stock Exchange News Service filing, dated May 18, 2026, issued by Lesaka Technologies, Inc.
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: May 18, 2026 By: /s/ Dan Smith
  Name: Dan Smith
  Title: Group Chief Financial Officer

Exhibit 99.1

Lesaka Technologies, Inc.

Registered in the state of Florida, USA

(IRS Employer Identification No. 98-0171860)

Nasdaq share code: LSAK

JSE share code: LSK

LEI: 529900J4IZMWV4RDEB07

ISIN: US64107N2062

("Lesaka," or the "Company")

Correction to headline earnings (loss) and headline earnings (loss) per share information published in Q3 FY2026 results

Further to the announcement of Lesaka's Q3 FY2026 results released on May 7 2026, shareholders are advised that Lesaka has corrected the headline earnings/ (loss) and headline earnings/ (loss) per share ("HE(L)PS") information previously published in that announcement. The correction relates only to headline earnings/ (loss) and headline earnings/ (loss) per share and does not affect any other reported results. Headline earnings (loss) and HE(L)PS are non-GAAP measures. Refer to Attachment A for a reconciliation of the non-GAAP measures.

The correction arose from the classification of the "change in fair value of equity securities, net" line item in the calculation of headline earnings/ (loss) and headline earnings/ (loss) per share. In the previously published calculation, this fair value movement was excluded from headline earnings/(loss). Following a further review of the SAICA Headline Earnings Circular 1/2023, the Company determined that fair value movements that are recognized in profit or loss on equity securities that are in the scope of IFRS 9 Financial Instruments should be included in headline earnings/ (loss), regardless of whether the underlying investment is considered non-core or non-operating. The Company has therefore corrected the headline earnings/(loss) and headline earnings/ (loss) per share information to include this item. This relates only to the information in the announcement of Lesaka Q3 FY2026 results released on May 7, 2026. The previous announcements correctly included the change in fair value of equity securities, net in the headline earnings per share calculation.

The corrected amounts are presented below.

Three months ended March 31, 2026:

  Previously
published		     Adjustment (1)     Revised  
Net income used to calculate headline earnings (USD'000) 2,549     (378 )   2,171  
                 
Headline earnings per share                
Basic, in USD 0.03     -     0.03  
Diluted, in USD 0.03     -     0.03  

(1) Represents the adjustment to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".

Three months ended March 31, 2025:

  Previously
published 		     Adjustment (1)     Revised   
Net loss used to calculate headline loss (USD'000) (5,391 )   (16,971 )   (22,362 )
                 
Headline loss per share.                
Basic, in USD (0.07 )   (0.21 )   (0.28 )
Diluted, in USD (0.07 )   (0.21 )   (0.28 )

(1) Represents the adjustment to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".

Nine months ended March 31, 2026:

  Previously
published 		     Adjustment (1)     Revised   
Net (loss) income used to calculate headline earnings (loss) (USD'000) (163 )   2,593     2,430  
                 
Headline earnings per share                
Basic, in USD -     0.03     0.03  
Diluted, in USD -     0.03     0.03  

(1) Represents the adjustment to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".

Nine months ended March 31, 2025:

  Previously
published 		     Adjustment (1)     Revised   
Net loss used to calculate headline loss (USD'000) (16,080 )   (43,618 )   (59,698 )
                 
Headline loss per share                
Basic, in USD (0.22 )   (0.61 )   (0.83 )
Diluted, in USD (0.22 )   (0.61 )   (0.83 )

(1) Represents the adjustment to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".

About Lesaka Technologies, Inc. (www.lesakatech.com)

Lesaka operates a South African fintech company driven by a purpose to provide financial services, software and other business services to Southern Africa's underserviced consumers and merchants. We offer an integrated and holistic multiproduct platform that provides transactional accounts, lending, insurance, merchant acquiring, cash management, software and Alternative Digital Products ("ADP"). We provide targeted solutions and integrations to facilitate payments between consumers, merchants, and enterprises. By providing a full-service fintech platform in our connected ecosystem, we facilitate the digitization of commerce in our markets.

Lesaka has a primary listing on NASDAQ (NASDAQ:LSAK) and a secondary listing on the Johannesburg Stock Exchange (JSE: LSK). Visit www.lesakatech.com for additional information about Lesaka.

Investor Relations and Media Relations Contacts:

Idris Dungarwalla

Email: idris.dungarwalla@lesakatech.com

Mobile: +44 786 225 4852

Akash Dowra

Email: akash.dowra@lesakatech.com

Mobile: +27 83 235 9750

Media Relations Contact:

Ian Harrison

Email: Ian@thenielsennetwork.com

Johannesburg

May 18, 2026

Sponsor:

Rand Merchant Bank, a division of FirstRand Bank Limited

Annexure A

Use of Non-GAAP Measures

U.S. securities laws require that when we publish any non-GAAP measures, we disclose the reason for using these non-GAAP measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of HE(L)PS are non-GAAP measures.

Non-GAAP Measures

Headline earnings (loss) per share

The inclusion of HE(L)PS is a requirement of our listing on the JSE. HE(L)PS basic and diluted is calculated using net income (loss) which has been determined based on GAAP. Accordingly, this may differ to the headline (loss) earnings per share calculation of other companies listed on the JSE as these companies may report their financial results under a different financial reporting framework, including, but not limited to, International Financial Reporting Standards.

HE(L)PS basic and diluted is calculated as GAAP net income (loss) adjusted for the loss on sale of equity-accounted investments, impairment losses related to our equity-accounted investments, impairment losses and (profit) loss on sale of property, plant and equipment. Attachment C presents the reconciliation between our net income (loss) used to calculate earnings (loss) per share basic and diluted and HE(L)PS basic and diluted and the calculation of the denominator for headline diluted earnings (loss) per share.

Reconciliation of net income (loss) used to calculate earnings (loss) per share basic and diluted and headline earnings (loss) per share basic and diluted:

Three months ended March 31, 2026 and 2025

    (As
revised)
2026		       (As
revised)
2025		  
               
Net income (loss) (USD'000)   552       (22,353)  
Adjustments:              
Income recognized related to closure of legacy businesses   (848 )     -  
Impairment loss   2,604       -  
Profit on sale of property, plant and equipment   (188 )     (12 )
Tax effects on above   51       3  
               
Net income (loss) used to calculate headline earnings (loss) (USD'000)(1)   2,171       (22,362 )
               
Weighted average number of shares used to calculate net earnings (loss) per share basic earnings (loss) and headline earnings (loss) per share basic earnings (loss) ('000)   81,845       81,282  
               
Weighted average number of shares used to calculate net earnings (loss) per share diluted earnings (loss) and headline earnings (loss) per share diluted earnings (loss) ('000)   82,024       81,282  
               
Headline earnings (loss) per share:              
Basic, in USD(1)   0.03       (0.28 )
Diluted, in USD(1)   0.03       (0.28 )

(1) Adjusted to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".

Nine months ended March 31, 2026 and 2025

    (As
revised)
2026		       (As
revised)
2025		  
               
Net loss (USD'000)   (461 )     (59,659 )
Adjustments:              
Loss on disposal of equity securities   730       -  
Net loss on impairment/disposal of equity-accounted investment   584       -  
Income recognized related to closure of legacy businesses   (848 )     -  
Impairment loss   2,604       -  
Profit on sale of property, plant and equipment   (245 )     (53 )
Tax effects on above   66       14  
               
Net income (loss) used to calculate headline loss (USD'000) (1)   2,430       (59,698 )
               
Weighted average number of shares used to calculate net income (loss) per share basic loss and headline earnings (loss) per share basic loss ('000)   81,464       72,333  
               
Weighted average number of shares used to calculate net income (loss) per share diluted loss and headline earnings (loss) per share diluted loss ('000)   81,616       72,333  
               
Headline earnings (loss) per share:              
Basic, in USD(1)   0.03       (0.83 )
Diluted, in USD(1)   0.03       (0.83 )

(1) Adjusted to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net". 

Calculation of the denominator for headline diluted earnings (loss) per share

    Three months ended
March 31, 		    Nine months ended
March 31, 		 
    2026     2025     2026     2025  
    ('000)     ('000)  
Basic weighted-average common shares outstanding and unvested restricted shares expected to vest under GAAP   81,845     81,282     81,464     72,333  
Effect of dilutive securities under GAAP   179     -     152     -  
Denominator for headline diluted earnings (loss) per share   82,024     81,282     81,616     72,333  

Weighted average number of shares used to calculate headline diluted earnings (loss) per share represents the denominator for basic weighted-average common shares outstanding and unvested restricted shares expected to vest plus the effect of dilutive securities under GAAP. We use this number of fully diluted shares outstanding to calculate headline diluted earnings (loss) per share because we do not use the two-class method to calculate headline diluted earnings (loss) per share.

Source: View Original Filing on SEC EDGAR

FAQ

What did Lesaka Technologies (LSAK) change in its Q3 FY2026 results?

Lesaka corrected how it calculates headline earnings and headline earnings per share. It now includes the change in fair value of equity securities in headline earnings, aligning its HE(L)PS figures with SAICA Circular 1/2023 and IFRS 9 guidance.

How were Lesaka’s Q3 FY2026 headline earnings revised?

For the three months ended March 31, 2026, headline earnings used in HE(L)PS were revised to $2,171 thousand. Basic and diluted headline earnings per share remain $0.03, now reflecting fair value movements on equity securities within the headline measure.

What are the revised Q3 FY2025 headline loss figures for Lesaka (LSAK)?

For the three months ended March 31, 2025, headline loss used in HE(L)PS is now $(22,362) thousand. Basic and diluted headline loss per share are both $(0.28), after including the change in fair value of equity securities in the calculation.

How did Lesaka’s nine‑month FY2026 headline earnings change?

For the nine months ended March 31, 2026, headline earnings used in HE(L)PS increased to $2,430 thousand. Basic and diluted headline earnings per share for this period are $0.03, following the revised treatment of equity securities’ fair value changes.

What is Lesaka’s revised nine‑month FY2025 headline loss and HE(L)PS?

For the nine months ended March 31, 2025, headline loss used in HE(L)PS is revised to $(59,698) thousand. Basic and diluted headline loss per share are now $(0.83), reflecting inclusion of fair value movements on equity securities in headline loss.

Does Lesaka’s correction affect GAAP net income or only non‑GAAP measures?

The update affects only headline earnings (loss) and headline earnings (loss) per share, which are non‑GAAP measures. The company states that no other reported results, including GAAP net income or loss, are changed by this correction.

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