Form 8-K

8-K — LESAKA TECHNOLOGIES INC

Accession: 0001062993-26-004866

Filed: 2026-09-09

Period: 2026-09-09

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

2026-09-09

0001041514

Lesaka Technologies, Inc.

0001041514

2026-09-09

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):

September 9, 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

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 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 September 9, 2026, Lesaka Technologies, Inc., a Florida corporation (the "Company"), issued a press release setting forth its financial results for the fourth quarter and year ended June 30, 2026.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits

Description

99.1

Press Release, dated September 9, 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: September 9, 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 FY2026 Results: Lesaka delivers FY2026 guidance across all metrics, exceeds Adjusted EPS range and achieves GAAP profitability

JOHANNESBURG, September 9, 2026 - Lesaka Technologies, Inc. (Nasdaq: LSAK; JSE: LSK) today released results for the fourth quarter ("Q4 2026") and full year of fiscal 2026 ("FY2026").

FY2026 performance1:

All growth rates are year-on-year between FY2026 and fiscal year 2025 ("FY2025").

Group Level

USD

(In thousands, except per share data)

ZAR

(In thousands, except per share data)

FY26

FY25

FY26

FY25

YoY%

Revenue

721,554

659,701

12,180,962

11,980,399

1.7%

Net Revenue(2)

374,873

291,241

6,325,012

5,291,353

20%

Operating Income (Loss)(3)

12,681

(27,966)

208,496

(496,573)

Net Income (Loss) attributable to Lesaka(3)

2,758

(90,957)

39,838

(1,645,521)

Group Adjusted EBITDA(2)(3)

75,742

49,822

1,274,588

906,573

41%

Basic Earnings (Loss) per Share(3)

0.03

(1.19)

0.51

(20.12)

Adjusted Earnings(2)(3)

32,232

9,124

539,279

163,752

229%

Adjusted Earnings per Share(2)(3)

0.39

0.12

6.51

2.10

210%

Segment Level

USD

(In thousands)

ZAR

(In thousands)

FY26

FY25

FY26

FY25

YoY%

Merchant

Revenue

509,335

526,600

8,609,898

9,562,360

(10%)

Net Revenue(2)

183,233

164,846

3,096,246

2,995,106

Segment Adjusted EBITDA(3)

35,533

35,329

601,573

641,509

(6%)

Consumer

Revenue

142,631

96,008

2,401,720

1,744,429

38%

Segment Adjusted EBITDA

46,193

23,949

775,027

435,193

78%

Enterprise

Revenue

74,730

42,554

1,255,617

773,057

62%

Net Revenue(2)

54,151

35,848

913,319

651,265

40%

Segment Adjusted EBITDA

8,119

1,287

136,164

23,724

474%

(1) Average exchange rates for FY2026 and for FY2025 were ZAR 16.91 to $1 and ZAR 17.90 to $1, respectively.

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

(3) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 2026. Also refer to Immaterial revision of prior period information section below.

Q4 2026 performance1:

All growth rates are calculated on a year-on-year basis between Q4 2026 and the fourth quarter of FY2025 ("Q4 2025").

Group Level

USD

(In thousands, except per share data)

ZAR

(In thousands, except per share data)

Q4 FY26

Q4 FY25

Q4 FY26

Q4 FY25

YoY%

Revenue

188,321

168,467

3,104,689

3,080,538

0.8%

Net Revenue(2)

98,496

82,005

1,623,810

1,498,721

Operating Income(3)

6,309

(28,610)

104,071

(509,603)

Net Income (Loss) attributable to Lesaka (3)

3,219

(31,298)

52,895

(559,721)

Group Adjusted EBITDA(2)(3)

22,258

16,509

366,855

301,768

22%

Basic Earnings (Loss) per Share(3)

0.04

(0.39)

0.66

(6.97)

Adjusted Earnings(2)(3)

12,072

4,057

198,709

74,695

166%

Adjusted Earnings per Share(2)(3)

0.15

0.05

2.40

0.90

166%

Segment Level

USD

(In thousands)

ZAR

(In thousands)

Q4 FY26

Q4 FY25

Q4 FY26

Q4 FY25

YoY%

Merchant

Revenue

123,388

128,958

2,034,628

2,358,795

(14%)

Net Revenue(2)

44,199

44,396

728,804

811,626

(10%)

Segment Adjusted EBITDA(3)

7,421

10,010

122,404

182,890

(33%)

Consumer

Revenue

40,614

27,911

669,465

509,834

31%

Segment Adjusted EBITDA

15,375

8,878

253,338

161,880

56%

Enterprise

Revenue

26,103

12,295

430,005

224,649

91%

Net Revenue(2)

15,467

10,395

254,950

190,001

34%

Segment Adjusted EBITDA

3,302

823

54,394

15,309

255%

(1) Average exchange rates for Q4 2026 and for Q4 2025 were ZAR 16.49 to $1 and ZAR 17.87 to $1, respectively.

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

(3) Revised Q4 FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 2026. Also refer to Immaterial revision of prior period information section below.

Commenting on the results, Lesaka Executive Chairman Ali Mazanderani said, "I am delighted that Lesaka delivered on all of its FY2026 guidance metrics, exceeded the top end of our Adjusted EPS guidance range and achieved full-year GAAP profitability for the first time since Lesaka was effectively created in 2022. FY2026 was a milestone year for Lesaka, and we enter FY2027 with real momentum and a platform built for strong, sustainable growth. Looking ahead, I am pleased to share our medium-term ambitions, which includes Adjusted EPS CAGR in excess of 40% over the next three years."

Outlook: First Quarter 2027 ("Q1 2027") and Full Fiscal Year 2027 ("FY 2027") 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 FY2027, the year ending June 30, 2027, we expect:

Net Revenue between ZAR 7.0 billion and ZAR 7.7 billion

Group Adjusted EBITDA between ZAR 1.45 billion and ZAR 1.60 billion

Adjusted earnings per share between ZAR 7.50 and ZAR 8.50

For Q1 FY2027, the quarter ending September 30, 2026, we expect:

Net Revenue between ZAR 1.58 billion and ZAR 1.66 billion

Group Adjusted EBITDA between ZAR 200 million and ZAR 240 million

Adjusted earnings per share between ZAR 0.40 and ZAR 0.60

Q1 FY2027 guidance reflects both seasonality and expected once-off restructuring costs in the merchant business. FY2027 guidance includes the impact of the pending Bank Zero acquisition (subject to regulatory approval by the Financial Surveillance Department of the South African Reserve Bank and other customary closing conditions) and excludes any unannounced mergers and acquisitions that we may conclude.

We have provided outlook regarding Net Revenue, Group Adjusted EBITDA and Adjusted earnings per share, which are non-GAAP financial measures and exclude certain revenue and charges. We have not reconciled these non-GAAP financial measures to the corresponding GAAP financial measures because guidance for the various reconciling items is not provided. We are unable to provide guidance for these reconciling items because we 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 Q4 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/Lesaka10092026

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=7689509&linkSecurityString=174b56677f

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.

Immaterial revision of prior period information

While preparing our Annual Report on Form 10-K for the year ended June 30, 2026, we determined that certain intercompany transactions processed in previous periods were incorrectly recorded, and which resulted in the incorrect amount of deferred income taxes recorded in our consolidated balance sheet, consolidated statements of operations, consolidated statement of comprehensive loss, consolidated statement of changes in equity, consolidated statement of cash flows and related notes to the consolidated financial statements included in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q since June 30, 2025, and these filings were incorrect.

We also determined that the presentation of the number of shares and amounts used for common stock and treasury shares and the amount of additional paid-in capital in our consolidated balance sheets and consolidated statement of changes in equity and related notes to the consolidated financial statements included in previously filed Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q since June 30, 2006, were incorrect. In these previous filings, shares of our common stock repurchased by us were incorrectly presented as treasury shares. Under the Florida Business Corporation Act, shares acquired directly by the issuing corporation are restored by operation of Florida law to the status of authorized but unissued shares. However, shares repurchased by a company are presented as treasury shares if (i) there is a provision in a corporation's articles of incorporation designating the repurchase of a corporation's shares as treasury shares, or (ii) in the case of a corporation whose shares are registered on a national securities exchange, the repurchased shares that have been designated as treasury shares in the corporation's bylaws or in resolutions of its board of directors. Shares repurchased by us were not designated as treasury shares under (i) or (ii) as described in the preceding sentence.

We assessed the materiality of these errors and changes in presentation on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin ("SAB") No. 99"Materiality" and SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements". Based on this assessment, we concluded that previously issued financial statements were not materially misstated based upon overall considerations of both quantitative and qualitative factors.

For additional information refer to Note 1 to our Form 10-K for the year ended June 30, 2026, as filed with the SEC.

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, earnings (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 is 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 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), impairment loss related to goodwill and intangible assets, an adjustment for deferred tax adjustments to the valuation allowance for a subsidiary which released its valuation allowance related to net operating losses in full during Q4 2025, 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 ("HEPS")

The inclusion of HEPS in this press release is a requirement of our listing on the JSE. HEPS 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.

HEPS 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 HEPS basic and diluted and the calculation of the denominator for headline diluted earnings (loss) per share.

About Lesaka Technologies, Inc. (www.lesaka.tech)

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.lesaka.tech 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, 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.

Information included in press release

All information is unaudited unless otherwise noted or accompanied by an audit opinion and is subject to the more comprehensive information contained in our SEC reports and filings. All information speaks as of the last fiscal quarter or year for which we have filed a Form 10-K or Form 10-Q, or for historical information the date or period expressly indicated in or with such information.

Investor Relations and Media Relations Contacts:

Idris Dungarwalla

Email: idris.dungarwalla@lesakatech.com

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 months and year ended June 30, 2026 and 2025, and three months ended March 31, 2026

Three months ended

Year ended

June 30,

Mar 31,

June 30,

2026

2025

2026

2025

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

3,219

(31,298)

552

2,758

(90,957)

Add net loss attributable to non-controlling interest

178

115

246

130

Net income (loss)

3,219

(31,476)

437

2,512

(91,087)

Earnings from equity accounted investments

(49)

(25)

(56)

(215)

(114)

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

3,170

(31,501)

381

2,297

(91,201)

Income tax (expense) benefit (A)

(598)

(6,714)

1,503

1,429

(15,982)

Income (Loss) before income tax expense

2,572

(38,215)

1,884

3,726

(107,183)

Loss on disposal of equity securities

730

Other income

(3,883)

Change in fair value of equity securities

5,676

378

(2,593)

59,828

Net loss on impairment/ disposal of equity-accounted investment

584

161

Reversal of allowance for doubtful loans receivable

(1,500)

Impairment loss (1)

1,431

18,863

1,916

3,347

18,863

Unrealized (gain) loss FV for currency adjustments

(37)

(79)

181

(53)

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

3,966

(13,755)

2,859

358

(28,308)

PPA amortization (amortization of acquired intangible assets)

5,782

7,796

6,044

30,441

21,384

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

9,748

(5,959)

8,903

30,799

(6,924)

Interest expense (A)

4,425

4,573

4,477

18,506

21,824

Interest income

(688)

(644)

(1,154)

(2,889)

(2,596)

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

13,485

(2,030)

12,226

46,416

12,304

Depreciation and amortization (excluding amortization of intangibles)

4,559

2,997

4,499

16,905

12,337

Interest adjustment

283

(2,195)

Stock-based compensation charges

1,829

2,032

1,334

6,969

9,550

Once-off items (refer below)

2,385

13,227

2,553

5,452

17,826

Group Adjusted EBITDA - Non-GAAP(A)

22,258

16,509

20,612

75,742

49,822

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 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

Year ended

June 30,

Mar 31,

June 30,

2026

2025

2026

2025

Once-off items comprises:

Lesaka brand refresh

2,017

984

3,001

Exit of ATM business

1,599

Transaction costs

264

173

466

1,103

1,794

Transaction costs related to Adumo, Utilities and Bank Zero acquisitions

104

12,985

144

389

16,159

Income recognized related to closure of legacy businesses

(579)

Indirect taxes provision release

(61)

(127)

Total once-off items

2,385

13,227

2,553

5,452

17,826

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.

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.

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

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/ liquidating and therefore we consider these costs non-operational and ad hoc in nature.

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.

Reconciliation of Revenue under GAAP to Net Revenue:

Three months and year ended June 30, 2026 and 2025, and three months ended March 31, 2026

Three months ended

Year ended

June 30,

Mar 31,

June 30,

2026

2025

2026

2025

Revenue - GAAP

188,321

168,467

183,051

721,554

659,701

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

(89,825

)

(86,462

)

(86,683

)

(346,681

)

(368,460

)

Net Revenue (non-GAAP)

98,496

82,005

96,368

374,873

291,241

Net Revenue / Revenue - GAAP

52%

49%

53%

52%

44%

Merchant segment revenue (before eliminations) - GAAP

123,388

128,958

127,078

509,335

526,600

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

(79,189

)

(84,562

)

(81,152

)

(326,102

)

(361,754

)

Merchant Net Revenue (non-GAAP)

44,199

44,396

45,926

183,233

164,846

Enterprise segment revenue (before eliminations) - GAAP

26,103

12,295

18,978

74,730

42,554

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

(10,636

)

(1,900

)

(5,531

)

(20,579

)

(6,706

)

Enterprise Net Revenue (non-GAAP)

15,467

10,395

13,447

54,151

35,848

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

Three months ended June 30, 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)

3,219

(31,298

)

0.04

(0.39

)

52,895

(559,721

)

0.66

(6.97

)

Intangible asset amortization, net

4,221

5,691

69,597

103,359

Stock-based compensation charge

1,829

2,032

30,103

37,157

Lesaka rebrand refresh, net of tax

1,390

22,923

Impairment loss

1,045

18,371

17,140

326,195

Transaction costs

368

13,158

6,051

237,741

Release of valuation allowance related to deferred tax asset in Lesaka Financial Services(A)

(9,525

)

(170,555

)

Change in fair value of equity securities, net

5,676

101,377

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

(117

)

(2,091

)

Other

1,233

Adjusted(A)

12,072

4,057

0.15

0.05

198,709

74,695

2.40

0.90

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 2026.

Year ended June 30, 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)

2,758

(90,957

)

0.03

(1.19

)

39,838

(1,645,521

)

0.51

(20.12

)

Intangible asset amortization, net

22,222

15,610

377,750

279,522

Stock-based compensation charge

6,969

9,550

117,922

173,470

Other

(3,883

)

(127

)

(65,353

)

(2,275

)

Change in fair value of equity securities, net

(2,593

)

49,294

(43,957

)

897,634

Impairment loss (1)

2,961

18,371

49,242

326,195

Lesaka rebrand refresh, net of tax

2,108

34,808

ATM exit expenses and impairments

1,599

26,792

Transaction costs

1,492

17,953

25,245

324,175

Reversal of allowance for doubtful loans receivable

(1,500

)

(25,132

)

Income recognized related to closure of legacy businesses, net

(848

)

(14,208

)

Loss on disposal of equity securities

730

12,286

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

)

(282

)

(6,296

)

(5,097

)

Release of valuation allowance related to deferred tax asset in Lesaka Financial Services (A)

(10,449

)

(187,237

)

Adjusted(A)

32,232

9,124

0.39

0.12

539,279

163,752

6.51

2.10

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 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

June 30,

Year ended

June 30,

2026

2025

2026

2025

('000)

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

82,076

81,186

82,088

76,466

In the money stock options

702

643

702

643

Acquisition related shares

915

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

82,778

82,744

82,790

78,024

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

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Operations

Unaudited

Three months ended

Year ended

June 30,

2026

2025

2026

2025

(In thousands)

REVENUE

188,321

168,467

721,554

659,701

EXPENSE

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

125,596

120,082

490,834

487,186

Selling, general and administration (A)

41,055

32,042

153,473

123,727

Allowance for credit losses

3,485

2,312

12,796

8,011

Depreciation and amortization

10,341

10,793

47,346

33,721

Impairment loss

1,431

18,863

4,035

18,863

Transaction costs related to Adumo, Utilities and Bank Zero acquisitions

104

12,985

389

16,159

OPERATING INCOME (LOSS)

6,309

(28,610

)

12,681

(27,966

)

CHANGE IN FAIR VALUE OF EQUITY SECURITIES

(5,676

)

2,593

(59,828

)

OTHER INCOME

3,883

LOSS ON IMPAIRMENT/DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT

584

161

LOSS ON DISPOSAL OF EQUITY SECURITIES

730

REVERSAL OF ALLOWANCE FOR DOUBTFUL LOAN RECEIVABLE

1,500

INTEREST INCOME

688

644

2,889

2,596

INTEREST EXPENSE (A)

4,425

4,573

18,506

21,824

INCOME (LOSS) BEFORE INCOME TAX (BENEFIT) EXPENSE

2,572

(38,215

)

3,726

(107,183

)

INCOME TAX (BENEFIT) EXPENSE (A)

(598

)

(6,714

)

1,429

(15,982

)

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

3,170

(31,501

)

2,297

(91,201

)

EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS

215

114

NET INCOME (LOSS)

3,219

(31,476

)

2,512

(91,087

)

ADD NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

178

246

130

NET INCOME (LOSS) ATTRIBUTABLE TO LESAKA

3,219

(31,298

)

2,758

(90,957

)

Net earnings (loss) per share, in United States dollars:

Basic earnings (loss) attributable to Lesaka shareholders

0.04

(0.39

)

0.03

(1.19

)

Diluted earnings (loss) attributable to Lesaka shareholders

0.04

(0.39

)

0.03

(1.19

)

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 2026.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Unaudited

Three months ended

Year ended

June 30,

2026

2025

2026

2025

(In thousands)

Cash flows from operating activities

Net income (loss) (A)

3,219

(31,476

)

2,512

(91,087

)

Depreciation and amortization

10,341

10,793

47,346

33,721

Impairment loss

1,431

18,863

4,035

18,863

Movement in allowance for doubtful accounts receivable

3,485

2,312

12,796

8,011

Fair value adjustment related to financial liabilities

(76

)

(238

)

(120

)

Loss on disposal of equity securities

730

Loss on impairment/disposal of equity-accounted investments

584

161

Earnings from equity-accounted investments

(49

)

(25

)

(215

)

(114

)

Reversal of allowance for doubtful loans receivable

(1,500

)

Gain on deconsolidation of subsidiary

(848

)

Change in fair value of equity securities

5,676

(2,593

)

59,828

Other income

(3,883

)

(Profit) Loss on disposal of property, plant and equipment

(71

)

(316

)

Movement in interest payable

105

(1,720

)

4,723

Facility fee amortized

155

209

413

429

Stock-based compensation charge

1,829

2,032

6,969

9,550

Dividends received from equity accounted investments

105

(Decrease) Increase in taxes payable

(942

)

(1,139

)

402

485

Deferred tax benefit (A)

(4,966

)

(7,935

)

(9,451

)

(21,739

)

Decrease (Increase) in accounts receivable

3,569

(5,444

)

3,500

1,081

Increase in finance loans receivable

(4,305

)

(12,880

)

(34,421

)

(34,614

)

(Increase) Decrease in inventory

(1,888

)

(3,797

)

6,704

169

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

5,030

5,456

19,793

(12,164

)

Deferred consideration included in other payables

12,456

13,586

Net cash provided by (used in) operating activities

16,867

(6,483

)

52,444

(9,122

)

Cash flows from investing activities

Capital expenditures

(9,346

)

(4,099

)

(20,646

)

(17,199

)

Proceeds from disposal of property, plant and equipment

1,609

218

1,849

1,938

Acquisition of intangible assets

(1,051

)

(1,626

)

(4,403

)

(3,900

)

Acquisitions, net of cash acquired

(11,117

)

(12,946

)

Acquisition of insurance entity investments

(4,598

)

(4,598

)

Cash disposed on disposal of subsidiary

(165

)

Proceeds from disposal of equity securities

16,441

2,971

16,441

Investment in equity securities

(200

)

(450

)

Net change in settlement assets

3,773

(1,065

)

10,822

4,324

Net cash (used in) provided by investing activities

(9,813

)

9,877

(25,737

)

(11,342

)

Cash flows from financing activities

Proceeds from bank overdraft

30,295

4,428

123,712

98,616

Repayment of bank overdraft

(46,940

)

(4,311

)

(129,417

)

(90,309

)

Long-term borrowings utilized

2,214

565

6,949

190,061

Repayment of long-term borrowings

(1,153

)

(1,214

)

(13,741

)

(149,511

)

Acquisition of treasury stock

3,510

(1,047

)

(339

)

(13,660

)

Proceeds from issue of shares

116

Non-refundable deal origination fees

(252

)

(285

)

(970

)

Acquisition of non-controlling interests

(3,538

)

(3,538

)

Dividends paid to non-controlling interest

(432

)

Net change in settlement obligations

(3,954

)

1,412

(10,390

)

(4,179

)

Net cash (used in) provided by financing activities

(19,755

)

(161

)

(26,986

)

29,732

Effect of exchange rate changes on cash

3,542

2,283

5,178

1,453

Net (decrease) increase in cash, cash equivalents and restricted cash

(9,159

)

5,516

4,899

10,721

Cash, cash equivalents and restricted cash - beginning of period

90,697

71,123

76,639

65,918

Cash, cash equivalents and restricted cash - end of period

81,538

76,639

81,538

76,639

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 2026.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Balance Sheets

Unaudited

June 30,

2026

2025

(In thousands, except share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

81,409

76,520

Restricted cash

129

119

Accounts receivable, net of allowance of - 2026: $3,207; 2025: $1,753 and other receivables

43,765

42,525

Finance loans receivable, net of allowance of - 2026: $10,119; 2025: $5,244

103,810

74,110

Inventory

20,113

23,551

Total current assets before settlement assets

249,226

216,825

Settlement assets

18,504

27,098

Total current assets

267,730

243,923

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - 2026: $69,766; 2025: $55,086 (Note 1)

50,212

44,924

OPERATING LEASE RIGHT-OF-USE

20,161

9,691

EQUITY-ACCOUNTED INVESTMENTS

295

199

GOODWILL

215,298

199,395

INTANGIBLE ASSETS, net of accumulated amortization of: - 2026: $110,371; 2025: $71,644

123,425

139,215

DEFERRED INCOME TAXES (A)

12,470

10,338

OTHER LONG-TERM ASSETS, including equity securities

9,697

3,809

TOTAL ASSETS

699,288

651,494

LIABILITIES

CURRENT LIABILITIES

Short-term credit facilities

20,671

24,469

Accounts payable

23,986

19,867

Other payables (A)

83,262

76,035

Operating lease liability - current

4,408

4,007

Current portion of long-term borrowings

16,114

11,956

Income taxes payable

1,691

1,400

Total current liabilities before settlement obligations

150,132

137,734

Settlement obligations

18,530

26,695

Total current liabilities

168,662

164,429

DEFERRED INCOME TAXES

28,379

33,921

OPERATING LEASE LIABILITY - LONG TERM

19,338

6,129

LONG-TERM BORROWINGS

194,597

188,813

OTHER LONG-TERM LIABILITIES, including insurance policy liabilities

3,988

2,991

TOTAL LIABILITIES

414,964

396,283

REDEEMABLE COMMON STOCK

78,972

88,957

EQUITY

LESAKA EQUITY:

COMMON STOCK

Authorized: 200,000,000 with $0.001 par value;

Issued and outstanding shares, net of treasury: 2026: 83,306,794; 2025: 81,249,097

PREFERRED STOCK

Authorized shares: 50,000,000 with $0.001 par value;

Issued and outstanding shares, net of treasury: 2026: -; 2025: -

ADDITIONAL PAID-IN-CAPITAL (A)

152,554

135,505

TREASURY SHARES, AT COST: 2026: 2,548,472; 2025: 3,999,049

(234

)

(7,059

)

ACCUMULATED OTHER COMPREHENSIVE LOSS (A)

(166,319

)

(185,626

)

RETAINED EARNINGS (A)

219,267

216,509

TOTAL LESAKA EQUITY

205,352

159,413

NON-CONTROLLING INTEREST

6,841

TOTAL EQUITY

205,352

166,254

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY

699,288

651,494

Note 1: In October 2025, the Company identified that it had understated its June 30, 2025, cost and accumulated depreciation by $6.5 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 $48,636 to $55,086.

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 2026.

Our unaudited condensed consolidated Statements of Operations for the three months and year ended June 30, 2026 and 2025 in ZAR are presented below. We have translated the results of operations information for the three months and year ended June 30, 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

Unaudited

Three months ended

Year ended

June 30,

2026

2025

2026

2025

(In thousands)

REVENUE

3,104,689

3,080,538

12,180,962

11,980,399

EXPENSE

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

2,070,729

2,196,070

8,289,867

8,845,530

Selling, general and administration (A)

676,794

585,758

2,590,497

2,246,986

Allowance for credit losses

57,413

42,202

215,724

145,871

Depreciation and amortization

170,506

196,633

802,598

612,298

Impairment loss

23,480

334,929

67,116

334,929

Transaction costs related to Adumo, Utilities and Bank Zero acquisitions

1,696

234,549

6,664

291,358

OPERATING INCOME (LOSS)

104,071

(509,603)

208,496

(496,573)

CHANGE IN FAIR VALUE OF EQUITY SECURITIES

(101,377)

43,957

(1,089,871)

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

INTEREST INCOME

11,343

11,761

48,621

47,108

INTEREST EXPENSE(A)

72,984

83,929

313,258

396,649

INCOME (LOSS) BEFORE INCOME TAX (BENEFIT) EXPENSE

42,430

(683,148)

55,673

(1,938,871)

INCOME TAX (BENEFIT) EXPENSE (A)

(9,661)

(119,806)

23,583

(289,008)

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

52,091

(563,342)

32,090

(1,649,863)

EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS

804

449

3,593

2,035

NET INCOME (LOSS)

52,895

(562,893)

35,683

(1,647,828)

ADD NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

3,172

4,155

2,307

NET INCOME (LOSS) ATTRIBUTABLE TO LESAKA

52,895

(559,721)

39,838

(1,645,521)

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

Basic earnings (loss) attributable to Lesaka shareholders

0.66

(6.97)

0.51

(20.12)

Diluted earnings (loss) attributable to Lesaka shareholders

0.66

(6.97)

0.51

(20.12)

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 2026.

Our unaudited condensed consolidated Statements of Cash Flows for the three months and year ended June 30, 2026 and 2025 in ZAR are presented below. We have translated the cash flow information for the three months and year ended June 30, 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

Unaudited

Three months ended

Year ended

June 30,

2026

2025

2026

2025

(In thousands)

Cash flows from operating activities

Net income (loss) (A)

52,899

(562,893

)

35,687

(1,647,830

)

Depreciation and amortization

170,506

196,633

802,598

612,298

Impairment loss

23,480

336,906

67,109

336,906

Movement in allowance for doubtful accounts receivable

57,413

42,202

215,724

145,871

Fair value adjustment related to financial liabilities

(1,243

)

674

(4,026

)

(2,135

)

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

(804

)

(449

)

(3,593

)

(2,035

)

Reversal of allowance for doubtful loans receivable

(25,132

)

Gain on deconsolidation of subsidiary

(14,208

)

Change in fair value of equity securities

101,377

(43,957

)

1,089,871

Other income

(65,353

)

Profit (Loss) on disposal of property, plant and equipment

(1,165

)

1,185

(5,202

)

227

Movement in interest payable

2,106

(28,756

)

1,044

88,571

Facility fee amortized

2,556

3,701

6,943

7,690

Stock-based compensation charge

30,103

37,157

117,922

173,470

Dividends received from equity accounted investments

554

1,681

1,719

(Decrease) Increase in taxes payable

(15,295

)

(19,674

)

7,747

9,729

Deferred tax benefit (A)

(81,535

)

(142,767

)

(158,970

)

(394,432

)

Decrease (Increase) in accounts receivable

57,148

(100,319

)

35,425

20,516

Increase in finance loans receivable

(70,383

)

(234,189

)

(586,954

)

(634,859

)

(Increase) Decrease in inventory

(31,574

)

(72,474

)

112,051

5,592

Increase in accounts payable and other payables (A)

84,564

105,404

344,453

(217,413

)

Deferred consideration included in other payables

222,528

243,231

Net cash provided by (used in) operating activities

278,776

(113,200

)

863,617

(160,127

)

Cash flows from investing activities

Capital expenditures

(154,122

)

(75,209

)

(347,348

)

(311,358

)

Proceeds from disposal of property, plant and equipment

26,506

4,308

31,721

35,514

Acquisition of intangible assets

(17,328

)

(29,608

)

(74,488

)

(71,296

)

Acquisitions, net of cash acquired

143

(186,041

)

(234,014

)

Acquisition of insurance entity investments

(75,445

)

(75,445

)

Cash disposed on disposal of subsidiary

(2,777

)

Proceeds from disposal of equity securities

293,648

50,000

293,648

Investment in equity securities

(3,282

)

(7,490

)

Net change in settlement assets

61,977

(20,651

)

177,524

77,161

Net cash provided by (used in) investing activities

(161,694

)

172,631

(434,344

)

(210,345

)

Cash flows from financing activities

Proceeds from bank overdraft

499,165

79,287

2,084,651

1,768,719

Repayment of bank overdraft

(772,222

)

(76,997

)

(2,176,779

)

(1,646,778

)

Long-term borrowings utilized

36,574

10,361

118,043

3,506,248

Repayment of long-term borrowings

(19,009

)

(22,215

)

(230,881

)

(2,752,516

)

Acquisition of non-controlling interests

(59,278

)

Acquisition of treasury stock

(462

)

(18,966

)

(5,663

)

(240,942

)

Proceeds from exercise of stock options

1,035

107

1,035

2,113

Guarantee fee

(4,134)

(4,709)

(17,532)

Dividends paid to non-controlling interest

(7,745)

Net change in settlement obligations

(65,016)

27,574

(169,967)

(74,361)

Net cash (used in) provided by financing activities

(324,069)

(849)

(443,548)

537,206

Effect of exchange rate changes on cash

(2,203)

(2,990)

(8,671)

(4,420)

Net (decrease) increase in cash, cash equivalents and restricted cash

(209,190)

55,592

(22,946)

162,314

Cash, cash equivalents & restricted cash - beginning of period

1,547,001

1,305,164

1,360,756

1,198,442

Cash, cash equivalents & restricted cash - end of period

1,337,810

1,360,756

1,337,810

1,360,756

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 2026.

Our unaudited condensed consolidated balance sheets as of June 30, 2026 and 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

Unaudited

June 30,

2026

2025

(In thousands, except share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

1,335,694

1,358,643

Restricted cash

2,117

2,113

Accounts receivable, net of allowance and other receivables

718,061

755,048

Finance loans receivable, net

1,703,231

1,315,853

Inventory

329,998

418,157

Total current assets before settlement assets

4,089,101

3,849,814

Settlement assets

303,599

481,136

Total current assets

4,392,700

4,330,950

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - 2026: R1,144,665; 2025: R978,074 (Note 1)

823,838

797,644

OPERATING LEASE RIGHT-OF-USE

330,786

172,068

EQUITY-ACCOUNTED INVESTMENTS

4,840

3,533

GOODWILL

3,532,437

3,540,338

INTANGIBLE ASSETS, net of accumulated amortization of- 2026: R1,810,879; 2025: R1,272,068

2,025,059

2,471,818

DEFERRED INCOME TAXES (A)

204,598

183,555

OTHER LONG-TERM ASSETS

159,101

67,630

TOTAL ASSETS

11,473,359

11,567,536

LIABILITIES

CURRENT LIABILITIES

Short-term credit facilities

339,153

434,457

Accounts payable

393,543

352,747

Other payables(A)

1,366,096

1,350,032

Operating lease liability - current

72,323

71,146

Current portion of long-term borrowings

264,386

212,284

Income taxes payable

27,745

24,858

Total current liabilities before settlement obligations

2,463,246

2,445,524

Settlement obligations

304,025

473,980

Total current liabilities

2,767,271

2,919,504

DEFERRED INCOME TAXES

465,620

602,281

OPERATING LEASE LIABILITY - LONG TERM

317,282

108,823

LONG-TERM BORROWINGS

3,192,792

3,352,450

OTHER LONG-TERM LIABILITIES, including insurance policy liabilities

65,432

53,106

TOTAL LIABILITIES

6,808,397

7,036,164

TOTAL EQUITY AND REDEEMABLE COMMON STOCK(A)

4,664,962

4,531,372

Exchange rate $1: ZAR

16.4072

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-K for the year ended June 30, 2026.

Lesaka Technologies, Inc.

Attachment C

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

Three months ended June 30, 2026 and 2025

2026

2025

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

3,219

(31,298

)

Adjustments:

Impairment loss

1,431

18,863

Profit on sale of property, plant and equipment

(71

)

(12

)

Tax effects on above

(367

)

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

4,212

(12,444

)

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)

82,076

81,186

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)

82,264

81,186

Headline earnings (loss) per share:

Basic, in USD

0.05

(0.15

)

Diluted, in USD

0.05

(0.15

)

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 2026.

Year ended June 30, 2026 and 2025

2026

2025

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

2,758

(90,957

)

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

4,035

18,863

Profit on sale of property, plant and equipment

(316

)

Tax effects on above

472

)

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

7,415

(72,085

)

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

82,088

76,466

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)

82,249

76,466

Headline earnings (loss) per share:

Basic, in USD

0.09

(0.94

)

Diluted, in USD

0.09

(0.94

)

(A) Revised FY2025 amounts to correct the errors discussed in Note 1 of our Form 10-K for the year ended June 30, 2026.

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

Three months ended

June 30,

Year ended

June 30,

2026

2025

2026

2025

('000)

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

82,076

81,186

82,088

76,466

Effect of dilutive securities under GAAP

188

161

Denominator for headline diluted earnings (loss) per share

82,264

81,186

82,249

76,466

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.

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