Form 8-K

8-K — LESAKA TECHNOLOGIES INC

Accession: 0001062993-26-002361

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001041514

SIC: 6099 (FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (exhibit99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: form8k.htm · Sequence: 1

Lesaka Technologies, Inc.: Form 8-K - Filed by newsfilecorp.com

false

2026-05-06

0001041514

Lesaka Technologies, Inc.

0001041514

2026-05-06

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 6, 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 6, 2026, Lesaka Technologies, Inc., a Florida corporation (the "Company"), issued a press release setting forth its financial results for the third quarter ended March 31, 2026.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits

Description

99.1

Press Release, dated May 6, 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 6, 2026

By:

/s/ Dan Smith

Name:

Dan Smith

Title:

Group Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exhibit99-1.htm · Sequence: 2

Lesaka Technologies, Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

Lesaka's Q3 FY2026 Results: Lesaka achieves the upper end of profitability guidance and raises its FY2026 full year Adjusted Earnings per Share guidance

JOHANNESBURG, May 6, 2026 - Lesaka Technologies, Inc. (Nasdaq: LSAK; JSE: LSK) today released results for the third quarter of fiscal 2026 ("Q3 2026").

Q3 2026 performance1:

All growth rates are year-on-year between Q3 FY2026 and Q3 FY2025 in ZAR.

Group Level

USD

(In thousands, except per

share data)

ZAR

(In thousands, except per

share data)

Q3 FY26

Q3 FY25

Q3 FY26

Q3 FY25

YoY%

Revenue

183,051

161,450

2,994,536

2,987,226

0.2%

Net Revenue(2)

96,368

73,367

1,576,015

1,357,159

16%

Operating Income(3)

4,085

366

65,013

7,188

804%

Net Income (Loss)(3)

552

(22,353

)

8,383

(409,790

)

Group Adjusted EBITDA(2)(3)

20,612

12,594

337,071

233,026

45%

Basic Earnings (Loss) per Share(3)

0.01

(0.28

)

0.17

(5.15

)

Adjusted Earnings(2)(3)

9,077

2,515

148,349

42,917

246%

Adjusted Earnings per Share(2)(3)

0.11

0.03

1.80

0.52

247%

Segment Level

USD

(In thousands)

ZAR

(In thousands)

Q3 FY26

Q3 FY25

Q3 FY26

Q3 FY25

YoY%

Merchant

Revenue

127,078

128,781

2,079,232

2,382,982

(13%)

Net Revenue(2)

45,926

42,279

751,280

782,191

(4%)

Segment Adjusted EBITDA(3)

9,228

7,900

151,116

146,121

Consumer

Revenue

38,323

24,096

626,514

445,845

41%

Segment Adjusted EBITDA

13,015

6,333

212,537

117,144

81%

Enterprise

Revenue

18,978

9,444

310,481

174,565

78%

Net Revenue(2)

13,447

7,863

219,912

145,289

51%

Segment Adjusted EBITDA

2,125

133

35,047

2,384

1,370%

(1) Average exchange rates applicable for the purpose of translating our results of operations: ZAR 16.77 to $1 for Q3 2026, ZAR 18.40 to $1 for Q3 2025.

(2) Non-GAAP measure. Refer to Attachment A of press release for full reconciliation of non-GAAP measures.

(3) Revised Q3 FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-Q for the period ended March 31, 2026.

Commenting on the results, Lesaka Chairman Ali Mazanderani said, "I am pleased to report another strong quarter for Lesaka as we continue to improve our profitability. We achieved Group Adjusted EBITDA growth of 45% and an Adjusted Earnings per Share of ZAR 1.80, up more than 200% year-on-year. We have built a diversified platform, with multiple levers of sustainable growth that positions us exceptionally well for the years to come."

Outlook: Full Fiscal Year 2026 ("FY 2026") guidance

While we report our financial results in USD, we measure our operating performance in ZAR, and as such we provide our guidance accordingly.

For FY2026, the year ending June 30, 2026, we expect:

Net Revenue between ZAR 6.2 billion and ZAR 6.5 billion.

Group Adjusted EBITDA between ZAR 1.25 billion and ZAR 1.35 billion.

Net Income Attributable to Lesaka to be positive.

Adjusted earnings per share between ZAR 5.50 and ZAR 6.00.

Our FY2026 guidance excludes the impact of the announced acquisition of Bank Zero (which is subject to regulatory approvals and other customary closing conditions) and any unannounced mergers and acquisitions that we may conclude.

Management has provided its outlook regarding Net Revenue, Group Adjusted EBITDA and Adjusted earnings per share, which are non-GAAP financial measures and excludes certain revenue and charges. Management has not reconciled these non-GAAP financial measures to the corresponding GAAP financial measures because guidance for the various reconciling items is not provided. Management is unable to provide guidance for these reconciling items because they cannot determine their probable significance, as certain items are outside of the control of Lesaka and cannot be reasonably predicted since these items could vary significantly from period to period. Accordingly, reconciliations to the corresponding GAAP financial measures are not available without unreasonable effort.

Earnings Presentation for Q3 FY2026 Results

Our earnings presentation will be posted to the Investor Relations page of our website prior to our earnings call.

Webcast Registration

Link to access the results webcast: https://www.corpcam.com/Lesaka07052026

Participants using the webcast will be able to submit questions during the live Question and Answer session. Link to conference call dial-in registration via Chorus Call: https://services.choruscall.it/DiamondPassRegistration/register?confirmationNumber=1737086&linkSecurityString=515af47c8

Dial in details and individual pin to be provided on registration. Participants using the conference call dial-in will be able to ask their questions during the live Question and Answer session

Following the presentation, an archived version of the webcast will be provided on Lesaka's Investor Relations website.

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 Group Adjusted EBITDA, Net Revenue, Adjusted Earnings, Adjusted Earnings per Share, and headline (loss) earnings per share are non-GAAP measures. Refer to Attachment A for a reconciliation of these non-GAAP measures.

Non-GAAP Measures

Group Adjusted EBITDA

Group Adjusted EBITDA is net income (loss) before interest, taxes, depreciation and amortization, adjusted for non-operational transactions (including loss on impairment/disposal of equity-accounted investments), impairment loss, loss from equity-accounted investments, stock-based compensation charges and once-off items. Once-off items represent non-recurring expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued.

Net Revenue

Net revenue is a non-GAAP financial measure. Revenue is the financial measure calculated in accordance with GAAP that is most directly comparable to net revenue. We generate revenue from the provision of transaction-processing services through our various platforms and service offerings. We use these platforms to (a) sell prepaid airtime vouchers ("Pinned Airtime") which was held as inventory, and (b) distribute pre-paid solutions including prepaid airtime vouchers (which we do not hold as inventory) ("Pinless Airtime"), prepaid electricity, gaming vouchers, and other products, to users of our platforms. We act as a principal when we sell Pinned Airtime that were held as inventory and record revenue and cost of sales on a gross basis when sold. We act as an agent in a transaction when we provide pre-paid solutions through our various platforms and services offerings because we do not control the good or service to be provided and we recognize revenue based on the amount that we are contractually entitled to receive for performing the distribution service on behalf of our customers using our platform. Our revenue under GAAP can fluctuate materially due to changes in the revenue mix between these revenue categories. Net Revenue is a non-GAAP measure and is calculated as revenue presented under GAAP less (i) the cost of Pinned Airtime sold by us, and (ii) commissions paid to third parties selling all other agency-based pre-paid solutions (including Pinless Airtime, electricity and other products) provided through our distribution channels. We believe that the use of Net Revenue is meaningful to users of financial information because it seeks to eliminate the impact of the change in the revenue mix from the revenue categories over the periods presented.

Adjusted earnings and Adjusted earnings per share

Adjusted earnings and Adjusted earnings per share is GAAP net income (loss) and income (loss) per share adjusted for the amortization of acquisition-related intangible assets (net of deferred taxes), stock-based compensation charges, and unusual non-recurring items, including costs related to acquisitions and transactions consummated or ultimately not pursued.

Adjusted earnings and Adjusted earnings per share for fiscal 2026 also includes adjustments related to the loss on impairment of equity-accounted investments, impairment loss, ATM exit expenses and impairments, reversal of allowance for doubtful loans receivable, Lesaka rebrand refresh expenses (net of tax), income recognized related to closure of legacy businesses (net of tax), changes in the fair value of equity securities (net of deferred tax), loss on disposal of equity securities, other income and intangible asset amortization, net related to non-controlling interests.

Adjusted earnings and Adjusted earnings per share for fiscal 2025 also includes adjustments related to changes in the fair value of equity securities (net of deferred tax), loss on disposal of equity-accounted investments and intangible asset amortization, net related to non-controlling interests.

Management believes that the Group Adjusted EBITDA, Adjusted earnings and Adjusted earnings per share metrics enhance its own evaluation, as well as an investor's understanding of our financial performance. Attachment A presents the reconciliation between GAAP net income (loss) attributable to Lesaka and these non-GAAP measures and the reconciliation between the basic weighted-average common shares outstanding and unvested restricted shares expected to vest under GAAP and the denominator used for Adjusted earnings per share.

Headline earnings (loss) per share ("HE(L)PS")

The inclusion of HE(L)PS in this press release 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, change in fair value of equity securities, net, 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.

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.

Forward-Looking Statements

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as "expects," "estimates," "projects," "believes," "anticipates," "plans," "could," "would," "may," "will," "intends," "outlook," "focus," "seek," "potential," "mission," "continue," "goal," "target," "objective," derivations thereof, and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In this press release, statements relating to future financial results and future financing and business opportunities are forward-looking statements. Additional information concerning factors that could cause actual events or results to differ materially from those in any forward-looking statement is contained in our Form 10-K for the fiscal year ended June 30, 2025 and our Form 10-Q for the quarter ended March 31, 2026, as filed with the SEC, as well as other documents we have filed or will file with the SEC. We assume no obligation to update the information in this press release, to revise any forward-looking statements or to update the reasons actual results could differ materially from those anticipated in forward-looking statements.

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

Lesaka Technologies, Inc.

Attachment A

Reconciliation of GAAP income (loss) attributable to Lesaka to Group Adjusted EBITDA:

Three and nine months ended March 31, 2026 and 2025 and three months ended December 31, 2025

Three months ended

Nine months ended

March 31,

Dec 31,

March 31,

2026

2025

2026

2025

Income (Loss) attributable to Lesaka - GAAP(A)

552

(22,353

)

3,645

(461

)

(59,659

)

(Add) Less net (loss) income attributable to non-controlling interest

115

(20

)

246

(48

)

Net income (loss)

437

(22,333

)

3,631

(707

)

(59,611

)

Earnings from equity accounted investments

(56

)

(12

)

(110

)

(166

)

(89

)

Net income (loss) before earnings from equity-accounted investments

381

(22,345

)

3,521

(873

)

(59,700

)

Income tax expense (benefit)

1,503

(2,934

)

670

2,027

(9,268

)

Income (Loss) before income tax expense

1,884

(25,279

)

4,191

1,154

(68,968

)

Loss on disposal of equity securities

730

Other income

(3,883

)

(3,883

)

Change in fair value of equity securities

378

20,421

(2,971

)

(2,593

)

54,152

Net loss on impairment/ disposal of equity-accounted investment

584

161

Reversal of allowance for doubtful loans receivable

(1,500

)

(1,500

)

Impairment loss (1)

1,916

Unrealized loss (gain) FV for currency adjustments

181

(114

)

(133

)

(16

)

102

Operating income (loss) after PPA amortization and net interest (non-GAAP)

2,859

(4,972

)

(2,066

)

(3,608

)

(14,553

)

PPA amortization (amortization of acquired intangible assets)

6,044

4,974

9,481

24,659

13,588

Operating income (loss) before PPA amortization after net interest (non-GAAP)

8,903

7,415

21,051

(965

)

Interest expense (A)

4,477

5,869

4,591

14,081

17,251

Interest income

(1,154

)

(645

)

(508

)

(2,201

)

(1,952

)

Operating income before PPA amortization and net interest (non-GAAP)

12,226

5,226

11,498

32,931

14,334

Depreciation and amortization (excluding amortization of intangibles)

4,499

3,455

4,087

12,346

9,340

Interest adjustment

(890

)

(2,478

)

Stock-based compensation charges

1,334

2,497

1,945

5,140

7,518

Once-off items (refer below)

2,553

2,306

247

3,067

4,599

Group Adjusted EBITDA - Non-GAAP(A)

20,612

12,594

17,777

53,484

33,313

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-Q for the period ended March 31, 2026.

(1) Impairments excludes an amount of $0.7 million which is included in the caption exit of ATM business in the table below.

Three months ended

Nine months ended

March 31,

Dec 31,

March 31,

2026

2025

2026

2025

Once-off items comprises:

Transaction costs

466

1,084

200

839

1,621

Transaction costs related to Adumo, Recharger and Bank Zero acquisitions

144

1,222

285

3,174

Lesaka brand refresh

984

Exit of ATM business

1,599

Indirect taxes provision release

(61

)

(61

)

(196

)

Income recognized related to closure of legacy businesses

(579

)

(579

)

Total once-off items

2,553

2,306

247

3,067

4,599

Once-off items are non-recurring in nature, however, certain items may be reported in multiple quarters. For instance, transaction costs include costs incurred related to acquisitions and transactions consummated or ultimately not pursued. The transactions can span multiple quarters, for instance in fiscal 2025 we incurred transaction costs related to the acquisition of Recharger over a number of quarters, and the transactions are generally non-recurring.

Exit of ATM business includes expenses incurred to exit our ATM business and the impairment of ATMs recorded in property, plant and equipment.

Rebrand relates to costs incurred related to Lesaka's new brand launched in November 2025, we expect that it will take the remainder of the 2026 calendar year to roll out the refreshed brand throughout the organization. These are non-recurring costs incurred as a necessary step in a set of strategic initiatives designed to create a "One Lesaka" identity for our customers and our employees.

Indirect tax provision release relates to the reversal of a non-recurring indirect tax provision created in fiscal 2023 which was resolved in fiscal 2025 following settlement of the matter with the tax authority.

Income recognized related to closure of legacy businesses represents (i) gains recognized related to the release of the foreign currency translation reserve on deconsolidation of a subsidiary and (ii) costs incurred related to subsidiaries which we are in the process of deregistering/ liquidation and therefore we consider these costs non-operational and ad hoc in nature.

Year ended June 30, 2025 and 2024

Year ended

June 30,

2025

2024

(in thousands)

Net loss attributable to Lesaka (A)

(88,741

)

(18,515

)

(Less) Add net (loss) income attributable to non-controlling interest

(130

)

Loss attributable to Lesaka - GAAP

(88,871

)

(18,515

)

(Earnings) Loss from equity accounted investments

(114

)

1,279

Net loss before (earnings) loss from equity-accounted investments

(88,985

)

(17,236

)

Income tax (benefit) expense

(18,198

)

3,363

Loss before income tax expense

(107,183

)

(13,873

)

Reversal of allowance for doubtful EMI loans receivable

(250

)

Net (gain) loss on disposal of equity-accounted investment

161

Change in fair value of equity securities

59,828

Impairment loss

18,863

Unrealized (gain) loss FV for currency adjustments

(83

)

Operating loss after PPA amortization and net interest (non-GAAP)

(28,308

)

(14,206

)

PPA amortization (amortization of acquired intangible assets)

21,384

14,419

Operating (loss) income before PPA amortization after net interest (non-GAAP)

(6,924

)

213

Interest expense (A)

21,824

19,171

Interest income

(2,596

)

(2,294

)

Operating (loss) income before PPA amortization and net interest (non-GAAP)

12,304

17,090

Depreciation (excluding amortization of intangibles)

12,337

9,246

Stock-based compensation charges

9,550

7,911

Interest adjustment

(2,195

)

Once-off items (refer below)

17,826

1,853

Group Adjusted EBITDA - Non-GAAP(A)

49,822

36,100

(A) Revised to correct the errors discussed in Note 1 of our Form 10-Q for the period ended March 31, 2026.

Reconciliation of Revenue under GAAP to Net Revenue:

Three and nine months ended March 31, 2026 and 2025, and three months ended December 31, 2025

Three months ended

Nine months ended

March 31,

Dec 31,

March 31,

2026

2025

2026

2025

Revenue - GAAP

183,051

161,450

178,734

533,233

491,234

Cost of prepaid airtime vouchers sold by us & commissions paid to third parties selling all other agency-based products

(86,683

)

(88,083

)

(85,331

)

(256,856

)

(281,998

)

Net Revenue (non-GAAP)

96,368

73,367

93,403

276,377

209,236

Net Revenue / Revenue - GAAP

53%

45%

52%

43%

Merchant segment revenue (before eliminations) - GAAP

127,078

128,781

131,919

385,947

397,642

Cost of prepaid airtime vouchers sold by us & commissions paid to third parties selling all other agency-based products

(81,152

)

(86,502

)

(83,205

)

(246,913

)

(277,192

)

Merchant Net Revenue (non-GAAP)

45,926

42,279

48,714

139,034

120,450

Enterprise segment revenue (before eliminations) - GAAP

18,978

9,444

14,796

48,627

30,259

Cost of prepaid airtime vouchers sold by us & commissions paid to third parties selling all other agency-based products

(5,531

)

(1,581

)

(2,126

)

(9,943

)

(4,806

)

Enterprise Net Revenue (non-GAAP)

13,447

7,863

12,670

38,684

25,453

Reconciliation of GAAP net income (loss) and earnings (loss) per share, basic, to adjusted earnings and adjusted earnings per share, basic:

Three months ended March 31, 2026 and 2025

Net income (loss)

(USD '000)

E(L)PS, basic

(USD)

Net income (loss)

(ZAR '000)

E(L)PS, basic

(ZAR)

2026

2025

2026

2025

2026

2025

2026

2025

GAAP(A)

552

(22,353)

0.01

(0.28

)

8,383

(409,790

)

0.17

(5.15)

Change in fair value of equity securities, net

378

16,971

6,043

310,636

Intangible asset amortization, net

4,412

3,631

72,110

63,495

Stock-based compensation charge

1,334

2,497

21,798

46,222

Transaction costs

610

2,306

10,150

42,276

ATM exit expenses and impairments

1,599

26,792

Amortization of intangible assets, net of tax - equity accounted investments

(94

)

(82

)

(1,574

)

(1,503

)

Release of valuation allowance related to deferred tax asset in EasyPay Financial Services

(455

)

(8,419

)

Income recognized related to closure of legacy businesses, net

(848

)

(14,208

)

Reversal of allowance for doubtful loans receivable

(1,500

)

(25,132

)

Lesaka rebrand refresh, net of tax

718

11,885

Impairment loss (1)

1,916

32,102

Adjusted(A)

9,077

2,515

0.11

0.03

148,349

42,917

1.80

0.52

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-Q for the period ended March 31, 2026.

(1) Impairments excludes an amount of $0.7 million which is included in the caption ATM exit expenses and impairments.

Nine months ended March 31, 2026 and 2025

Net (loss) income

(USD '000)

(L)EPS, basic

(USD)

Net (loss) income

(ZAR '000)

(L)EPS, basic

(ZAR)

2026

2025

2026

2025

2026

2025

2026

2025

GAAP (A)

(461

)

(59,659

)

(0.01

)

(0.82

)

(13,057

)

(1,085,800

)

(0.17

)

(14.79

)

Change in fair value of equity securities, net

(2,593

)

43,618

(43,957

)

796,257

Stock-based compensation charge

5,140

7,518

87,819

136,313

Intangible asset amortization, net

18,001

9,919

308,153

176,163

Transaction costs

1,124

4,795

19,194

86,434

Other

(3,883

)

(196

)

(65,353

)

(3,508

)

Net loss on impairment/disposal of equity-accounted investment

584

161

10,342

2,886

Intangible asset amortization, net related to non-controlling interest

(367

)

(166

)

(6,296

)

(3,006

)

Release of valuation allowance related to deferred tax asset in EasyPay Financial Services

(924

)

(16,682

)

ATM exit expenses and impairments

1,599

26,792

Income recognized related to closure of legacy businesses, net

(848

)

(14,208

)

Reversal of allowance for doubtful loans receivable

(1,500

)

(25,132

)

Loss on disposal of equity securities

730

12,286

Lesaka rebrand refresh, net of tax

718

11,885

Impairment loss (1)

1,916

32,102

Adjusted(A)

20,160

5,066

0.25

0.07

340,570

89,057

4.15

1.21

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-Q for the period ended March 31, 2026.

(1) Impairments excludes an amount of $0.7 million which is included in the caption ATM exit expenses and impairments.

Calculation of the denominator for Adjusted earnings per share

Three months ended

March 31,

Nine months ended

March 31,

2026

2025

2026

2025

('000)

Basic weighted-average common shares outstanding and unvested restricted shares expected to vest under GAAP

81,845

81,282

81,464

72,333

In the money stock options

643

725

643

725

Acquisition related shares

813

Weighted average number of shares used to calculate Adjusted earnings per share

82,488

82,820

82,107

73,871

Weighted average number of shares used to calculate Adjusted earnings per share represents basic weighted-average common shares outstanding and unvested restricted shares expected to vest plus the effect of stock options that are in the money at the reporting date and shares to be issued related to acquisitions.

Attachment B

Unaudited Condensed Consolidated Financial Statements

Our unaudited condensed consolidated Statements of Operations for the three and nine months ended March 31, 2026 and 2025 in ZAR are presented below. We have translated the results of operations information for the three and nine months ended March 31, 2026 and 2025, provided in the tables below using the actual average exchange rates per month between the USD and ZAR.

Unaudited Condensed Consolidated Statements of Operations

Three months ended

Nine months ended

March 31,

2026

2025

2026

2025

(In thousands)

REVENUE

2,994,536

2,987,226

9,076,273

8,899,861

EXPENSE

Cost of goods sold, IT processing, servicing and support (A)

2,027,838

2,167,948

6,219,138

6,649,460

Selling, general and administration (A)

642,142

602,675

1,913,704

1,661,228

Allowance for credit losses

40,953

31,135

158,310

103,669

Depreciation and amortization

172,553

155,919

632,092

415,665

Impairment loss

43,636

Transaction costs related to Adumo, Recharger and Bank Zero acquisitions and certain compensation costs

2,401

22,361

4,968

56,809

OPERATING INCOME

65,013

7,188

104,425

13,030

CHANGE IN FAIR VALUE OF EQUITY SECURITIES

(6,043

)

(373,784

)

43,957

(988,494

)

OTHER INCOME

65,353

LOSS ON IMPAIRMENT/DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT

10,342

2,886

LOSS ON DISPOSAL OF EQUITY SECURITIES

12,286

REVERSAL OF ALLOWANCE FOR DOUBTFUL LOAN RECEIVABLE

(25,132

)

(25,132

)

INTEREST INCOME

19,086

11,944

37,278

35,347

INTEREST EXPENSE(A)

73,288

108,639

240,274

312,720

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)

29,900

(463,291

)

13,243

(1,255,723

)

INCOME TAX EXPENSE (BENEFIT)

24,310

(53,650

)

33,244

(169,202

)

NET INCOME (LOSS) BEFORE EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS

5,590

(409,641

)

(20,001

)

(1,086,521

)

EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS

938

220

2,789

1,586

NET INCOME (LOSS)

6,528

(409,421

)

(17,212

)

(1,084,935

)

(ADD) LESS NET (LOSS) INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST

(1,855

)

369

(4,155

)

865

NET INCOME (LOSS) ATTRIBUTABLE TO LESAKA

8,383

(409,790

)

(13,057

)

(1,085,800

)

Net earnings (loss) per share, in South African Rands:

Basic earnings (loss) attributable to Lesaka shareholders

0.17

(5.15

)

(0.17

)

(14.79

)

Diluted earnings (loss) attributable to Lesaka shareholders

0.17

(5.15

)

(0.17

)

(14.79

)

Exchange rate $1: ZAR

16.7685

18.4021

17.1282

18.0393

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-Q for the period ended March 31, 2026.

Our unaudited condensed consolidated Statements of Cash Flows for the three and nine months ended March 31, 2026 and 2025 in ZAR are presented below. We have translated the cash flow information for the three and nine months ended March 31, 2026 and 2025, provided in the tables below using the actual average exchange rates per month between the USD and ZAR.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months ended

Nine months ended

March 31,

2026

2025

2026

2025

(In thousands)

Cash flows from operating activities

Net income (loss) (A)

6,528

(409,421

)

(17,212

)

(1,084,936

)

Depreciation and amortization

172,553

155,919

632,092

415,665

Impairment loss

43,636

43,629

Movement in allowance for doubtful accounts receivable

40,953

31,135

158,310

103,669

Fair value adjustment related to financial liabilities

(3,275

)

1,940

(2,784

)

(2,808

)

Loss on disposal of equity securities

12,286

Loss on impairment/disposal of equity-accounted investments

10,342

2,886

Earnings from equity-accounted investments

(938

)

(220

)

(2,790

)

(1,586

)

Reversal of allowance for doubtful loans receivable

(25,132

)

(25,132

)

Gain on deconsolidation of subsidiary

(14,208

)

(14,208

)

Change in fair value of equity securities

6,043

373,784

(43,957

)

988,494

Other income

(65,353

)

Profit on disposal of property, plant and equipment

(3,040

)

(220

)

(4,037

)

(959

)

Movement in interest payable

(462

)

53,378

(1,062

)

117,328

Facility fee amortized

1,504

1,533

4,386

3,989

Stock-based compensation charge

21,798

46,222

87,819

136,313

Dividends received from equity accounted investments

1,681

1,165

Decrease (Increase) in accounts receivable

208,571

199,458

(21,723

)

120,835

Increase in finance loans receivable

(9,543

)

(219,419

)

(516,570

)

(400,670

)

Decrease in inventory

120,658

172,817

143,626

78,066

Increase (Decrease) in accounts payable and other payables (A)

29,956

(170,871

)

259,888

(322,498

)

Deferred consideration due to seller of Recharger included in accounts payable and other payables

20,794

20,384

Increase in taxes payable

20,498

18,712

23,041

29,404

Decrease in deferred taxes

(9,877

)

(81,336

)

(77,436

)

(251,666

)

Net cash provided by (used in) operating activities

607,904

194,205

584,837

(46,924

)

Cash flows from investing activities

Capital expenditures

(55,871

)

(52,151

)

(193,225

)

(236,150

)

Proceeds from disposal of property, plant and equipment

(10,612

)

7,302

5,214

31,206

Acquisition of intangible assets

(19,766

)

(30,907

)

(57,159

)

(41,687

)

Acquisitions, net of cash acquired

(180,233

)

(164,726

)

(186,040

)

(234,156

)

Cash disposed on disposal of subsidiary

(2,777

)

Investment in equity securities

(4,208

)

Proceeds from disposal of equity securities

50,000

Net change in settlement assets

103,944

58,259

115,546

97,813

Net cash used in investing activities

(162,538

)

(182,223

)

(272,649

)

(382,975

)

Cash flows from financing activities

Proceeds from bank overdraft

743,928

394,300

1,585,486

1,689,434

Repayment of bank overdraft

(482,320

)

(932,884

)

(1,404,556

)

(1,569,781

)

Long-term borrowings utilized

11,480

3,249,662

81,470

3,495,887

Repayment of long-term borrowings

(170,444

)

(2,485,653

)

(211,872

)

(2,730,300

)

Acquisition of non-controlling interests

(59,278

)

(59,278

)

Acquisition of treasury stock

(640

)

(499

)

(5,201

)

(221,976

)

Proceeds from exercise of stock options

1,082

2,005

Guarantee fee

(9,961

)

(575

)

(17,532

)

Dividends paid to non-controlling interest

(2,398

)

(7,744

)

Net change in settlement obligations

(98,170

)

(59,755

)

(104,952

)

(101,935

)

Net cash (used in) provided by financing activities

(55,445

)

153,894

(119,481

)

538,058

Effect of exchange rate changes on cash

2,901

(4,365

)

(6,462

)

(1,438

)

Net increase in cash, cash equivalents and restricted cash

392,821

161,511

186,244

106,722

Cash, cash equivalents & restricted cash - beginning of period

1,154,179

1,143,653

1,360,756

1,198,442

Cash, cash equivalents & restricted cash - end of period

1,547,001

1,305,164

1,547,001

1,305,164

Exchange rate $1: ZAR

16.7685

18.4021

17.1282

18.0393

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-Q for the period ended March 31, 2026.

Our unaudited condensed consolidated balance sheets as of March 31, 2026 and June 30, 2025 in ZAR are presented below. Amounts included in these balance sheets have been calculated using the $ amounts per our balance sheets presented in U.S. dollars and converted to ZAR using the exchange rates noted below.

Unaudited Condensed Consolidated Balance Sheets

March 31,

June 30,

2026

2025

(In thousands, except share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

1,544,886

1,358,643

Restricted cash

2,115

2,113

Accounts receivable, net of allowance and other receivables

775,794

755,048

Finance loans receivable, net

1,695,634

1,315,853

Inventory

298,392

418,157

Total current assets before settlement assets

4,316,821

3,849,814

Settlement assets

365,578

481,136

Total current assets

4,682,399

4,330,950

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - March: R1,100,437; June: R978,074 (Note 1)

763,275

797,644

OPERATING LEASE RIGHT-OF-USE

143,448

172,068

EQUITY-ACCOUNTED INVESTMENTS

4,042

3,533

GOODWILL

3,532,856

3,540,338

INTANGIBLE ASSETS, including integrated platform of- March: R1,253,095; June: R1,408,767

2,115,555

2,471,818

DEFERRED INCOME TAXES

191,139

222,901

OTHER LONG-TERM ASSETS

79,843

67,630

TOTAL ASSETS

11,512,557

11,606,882

LIABILITIES

CURRENT LIABILITIES

Short-term credit facilities

611,060

434,457

Accounts payable

330,254

352,747

Other payables(A)

1,359,939

1,350,032

Operating lease liability - current

74,248

71,146

Current portion of long-term borrowings

261,430

212,284

Income taxes payable

43,051

24,858

Total current liabilities before settlement obligations

2,679,982

2,445,524

Settlement obligations

369,041

473,980

Total current liabilities

3,049,023

2,919,504

DEFERRED INCOME TAXES

497,069

602,281

OPERATING LEASE LIABILITY - LONG TERM

100,430

108,823

LONG-TERM BORROWINGS

3,176,693

3,352,450

OTHER LONG-TERM LIABILITIES, including insurance policy liabilities

61,746

53,106

TOTAL LIABILITIES

6,884,961

7,036,164

TOTAL EQUITY AND REDEEMABLE COMMON STOCK(A)

4,627,596

4,570,718

Exchange rate $1: ZAR

17.0568

17.7554

Note 1: In October 2025, the Company identified that it had understated its June 30, 2025, cost and accumulated depreciation by ZAR 114.5 million. The carrying value of property, plant and equipment reported as of June 30, 2025 was not impacted by the misstatement. Accumulated depreciation has been recast to increase the amount from ZAR 863,552 to ZAR 978,074.

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-Q for the period ended March 31, 2026.

Attachment C

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

2026

2025

Net income (loss) (USD'000)(A)

552

(22,353

)

Adjustments:

Change in fair value of equity securities, net

378

16,971

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

Net income (loss) used to calculate headline earnings (loss) (USD'000)(A)

2,549

(5,391

)

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

0.03

(0.07

)

Diluted, in USD

0.03

(0.07

)

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-Q for the period ended March 31, 2026.

Nine months ended March 31, 2026 and 2025

2026

2025

Net loss (USD'000)(A)

(461

)

(59,659

)

Adjustments:

Loss on disposal of equity securities

730

Change in fair value of equity securities, net

(2,593

)

43,618

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

Net loss used to calculate headline loss (USD'000)(A)

(163

)

(16,080

)

Weighted average number of shares used to calculate net loss per share basic loss and headline loss per share basic loss ('000)

81,464

72,333

Weighted average number of shares used to calculate net loss per share diluted loss and headline loss per share diluted loss ('000)

81,464

72,333

Headline loss per share:

Basic, in USD

(0.22

)

Diluted, in USD

(0.22

)

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-Q for the period ended March 31, 2026.

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)

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

Denominator for headline diluted earnings (loss) per share

82,024

81,282

81,464

72,333

Weighted average number of shares used to calculate headline diluted 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 loss per share because we do not use the two-class method to calculate headline diluted loss per share.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration