UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: 011-
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition".
On May 18, 2026, Lesaka Technologies, Inc., a Florida corporation, filed a Stock Exchange News Service ("SENS") release with the stock exchange operated by JSE Limited advising that it had corrected the headline earnings/ (loss) and headline earnings/ (loss) per share information previously published in its Q3 FY2026 results released on May 7, 2026.
A copy of the SENS filing is included as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibits | Description |
| 99.1 | Stock Exchange News Service filing, dated May 18, 2026, issued by Lesaka Technologies, Inc. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LESAKA TECHNOLOGIES, INC. | ||
| Date: May 18, 2026 | By: | /s/ Dan Smith |
| Name: | Dan Smith | |
| Title: | Group Chief Financial Officer | |
Exhibit 99.1
Lesaka Technologies, Inc.
Registered in the state of Florida, USA
(IRS Employer Identification No. 98-0171860)
Nasdaq share code: LSAK
JSE share code: LSK
LEI: 529900J4IZMWV4RDEB07
ISIN: US64107N2062
("Lesaka," or the "Company")
Correction to headline earnings (loss) and headline earnings (loss) per share information published in Q3 FY2026 results
Further to the announcement of Lesaka's Q3 FY2026 results released on May 7 2026, shareholders are advised that Lesaka has corrected the headline earnings/ (loss) and headline earnings/ (loss) per share ("HE(L)PS") information previously published in that announcement. The correction relates only to headline earnings/ (loss) and headline earnings/ (loss) per share and does not affect any other reported results. Headline earnings (loss) and HE(L)PS are non-GAAP measures. Refer to Attachment A for a reconciliation of the non-GAAP measures.
The correction arose from the classification of the "change in fair value of equity securities, net" line item in the calculation of headline earnings/ (loss) and headline earnings/ (loss) per share. In the previously published calculation, this fair value movement was excluded from headline earnings/(loss). Following a further review of the SAICA Headline Earnings Circular 1/2023, the Company determined that fair value movements that are recognized in profit or loss on equity securities that are in the scope of IFRS 9 Financial Instruments should be included in headline earnings/ (loss), regardless of whether the underlying investment is considered non-core or non-operating. The Company has therefore corrected the headline earnings/(loss) and headline earnings/ (loss) per share information to include this item. This relates only to the information in the announcement of Lesaka Q3 FY2026 results released on May 7, 2026. The previous announcements correctly included the change in fair value of equity securities, net in the headline earnings per share calculation.
The corrected amounts are presented below.
Three months ended March 31, 2026:
| Previously published |
Adjustment (1) | Revised | ||||||
| Net income used to calculate headline earnings (USD'000) | 2,549 | (378 | ) | 2,171 | ||||
| Headline earnings per share | ||||||||
| Basic, in USD | 0.03 | - | 0.03 | |||||
| Diluted, in USD | 0.03 | - | 0.03 |
(1) Represents the adjustment to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".
Three months ended March 31, 2025:
| Previously published |
Adjustment (1) | Revised | ||||||
| Net loss used to calculate headline loss (USD'000) | (5,391 | ) | (16,971 | ) | (22,362 | ) | ||
| Headline loss per share. | ||||||||
| Basic, in USD | (0.07 | ) | (0.21 | ) | (0.28 | ) | ||
| Diluted, in USD | (0.07 | ) | (0.21 | ) | (0.28 | ) |
(1) Represents the adjustment to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".
Nine months ended March 31, 2026:
| Previously published |
Adjustment (1) | Revised | ||||||
| Net (loss) income used to calculate headline earnings (loss) (USD'000) | (163 | ) | 2,593 | 2,430 | ||||
| Headline earnings per share | ||||||||
| Basic, in USD | - | 0.03 | 0.03 | |||||
| Diluted, in USD | - | 0.03 | 0.03 |
(1) Represents the adjustment to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".
Nine months ended March 31, 2025:
| Previously published |
Adjustment (1) | Revised | ||||||
| Net loss used to calculate headline loss (USD'000) | (16,080 | ) | (43,618 | ) | (59,698 | ) | ||
| Headline loss per share | ||||||||
| Basic, in USD | (0.22 | ) | (0.61 | ) | (0.83 | ) | ||
| Diluted, in USD | (0.22 | ) | (0.61 | ) | (0.83 | ) |
(1) Represents the adjustment to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".
About Lesaka Technologies, Inc. (www.lesakatech.com)
Lesaka operates a South African fintech company driven by a purpose to provide financial services, software and other business services to Southern Africa's underserviced consumers and merchants. We offer an integrated and holistic multiproduct platform that provides transactional accounts, lending, insurance, merchant acquiring, cash management, software and Alternative Digital Products ("ADP"). We provide targeted solutions and integrations to facilitate payments between consumers, merchants, and enterprises. By providing a full-service fintech platform in our connected ecosystem, we facilitate the digitization of commerce in our markets.
Lesaka has a primary listing on NASDAQ (NASDAQ:LSAK) and a secondary listing on the Johannesburg Stock Exchange (JSE: LSK). Visit www.lesakatech.com for additional information about Lesaka.
Investor Relations and Media Relations Contacts:
Idris Dungarwalla
Email: [email protected]
Mobile: +44 786 225 4852
Akash Dowra
Email: [email protected]
Mobile: +27 83 235 9750
Media Relations Contact:
Ian Harrison
Email: [email protected]
Johannesburg
May 18, 2026
Sponsor:
Rand Merchant Bank, a division of FirstRand Bank Limited
Annexure A
Use of Non-GAAP Measures
U.S. securities laws require that when we publish any non-GAAP measures, we disclose the reason for using these non-GAAP measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of HE(L)PS are non-GAAP measures.
Non-GAAP Measures
Headline earnings (loss) per share
The inclusion of HE(L)PS is a requirement of our listing on the JSE. HE(L)PS basic and diluted is calculated using net income (loss) which has been determined based on GAAP. Accordingly, this may differ to the headline (loss) earnings per share calculation of other companies listed on the JSE as these companies may report their financial results under a different financial reporting framework, including, but not limited to, International Financial Reporting Standards.
HE(L)PS basic and diluted is calculated as GAAP net income (loss) adjusted for the loss on sale of equity-accounted investments, impairment losses related to our equity-accounted investments, impairment losses and (profit) loss on sale of property, plant and equipment. Attachment C presents the reconciliation between our net income (loss) used to calculate earnings (loss) per share basic and diluted and HE(L)PS basic and diluted and the calculation of the denominator for headline diluted earnings (loss) per share.
Reconciliation of net income (loss) used to calculate earnings (loss) per share basic and diluted and headline earnings (loss) per share basic and diluted:
Three months ended March 31, 2026 and 2025
| (As revised) 2026 |
(As revised) 2025 |
||||||
| Net income (loss) (USD'000) | 552 | (22,353) | |||||
| Adjustments: | |||||||
| Income recognized related to closure of legacy businesses | (848 | ) | - | ||||
| Impairment loss | 2,604 | - | |||||
| Profit on sale of property, plant and equipment | (188 | ) | (12 | ) | |||
| Tax effects on above | 51 | 3 | |||||
| Net income (loss) used to calculate headline earnings (loss) (USD'000)(1) | 2,171 | (22,362 | ) | ||||
| Weighted average number of shares used to calculate net earnings (loss) per share basic earnings (loss) and headline earnings (loss) per share basic earnings (loss) ('000) | 81,845 | 81,282 | |||||
| Weighted average number of shares used to calculate net earnings (loss) per share diluted earnings (loss) and headline earnings (loss) per share diluted earnings (loss) ('000) | 82,024 | 81,282 | |||||
| Headline earnings (loss) per share: | |||||||
| Basic, in USD(1) | 0.03 | (0.28 | ) | ||||
| Diluted, in USD(1) | 0.03 | (0.28 | ) |
(1) Adjusted to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".
Nine months ended March 31, 2026 and 2025
| (As revised) 2026 |
(As revised) 2025 |
||||||
| Net loss (USD'000) | (461 | ) | (59,659 | ) | |||
| Adjustments: | |||||||
| Loss on disposal of equity securities | 730 | - | |||||
| Net loss on impairment/disposal of equity-accounted investment | 584 | - | |||||
| Income recognized related to closure of legacy businesses | (848 | ) | - | ||||
| Impairment loss | 2,604 | - | |||||
| Profit on sale of property, plant and equipment | (245 | ) | (53 | ) | |||
| Tax effects on above | 66 | 14 | |||||
| Net income (loss) used to calculate headline loss (USD'000) (1) | 2,430 | (59,698 | ) | ||||
| Weighted average number of shares used to calculate net income (loss) per share basic loss and headline earnings (loss) per share basic loss ('000) | 81,464 | 72,333 | |||||
| Weighted average number of shares used to calculate net income (loss) per share diluted loss and headline earnings (loss) per share diluted loss ('000) | 81,616 | 72,333 | |||||
| Headline earnings (loss) per share: | |||||||
| Basic, in USD(1) | 0.03 | (0.83 | ) | ||||
| Diluted, in USD(1) | 0.03 | (0.83 | ) |
(1) Adjusted to correct the amount incorrectly reported on the line "Change in fair value of equity securities, net".
Calculation of the denominator for headline diluted earnings (loss) per share
| Three months ended March 31, |
Nine months ended March 31, |
|||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| ('000) | ('000) | |||||||||||
| Basic weighted-average common shares outstanding and unvested restricted shares expected to vest under GAAP | 81,845 | 81,282 | 81,464 | 72,333 | ||||||||
| Effect of dilutive securities under GAAP | 179 | - | 152 | - | ||||||||
| Denominator for headline diluted earnings (loss) per share | 82,024 | 81,282 | 81,616 | 72,333 | ||||||||
Weighted average number of shares used to calculate headline diluted earnings (loss) per share represents the denominator for basic weighted-average common shares outstanding and unvested restricted shares expected to vest plus the effect of dilutive securities under GAAP. We use this number of fully diluted shares outstanding to calculate headline diluted earnings (loss) per share because we do not use the two-class method to calculate headline diluted earnings (loss) per share.