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Lesaka Technologies (NASDAQ: LSAK) extends chair’s contract and approves 1M stock options

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lesaka Technologies updated the employment arrangements for Executive Chairman Ali Mazanderani and granted him a new stock option award. The Board extended his existing U.S. employment agreement from January 31, 2028 to June 30, 2029, keeping his base salary at $600,000 per year and confirming he remains ineligible for any short-term cash incentive or bonus program.

The Company also approved key terms for a new South African employment contract with its subsidiary Lesaka Technologies Proprietary Limited, effective July 1, 2026 through June 30, 2029. Under this contract, he will receive a base salary of ZAR 5,000,000 per year, and Lesaka SA will cover business travel costs up to ZAR 4,000,000 per financial year, with no eligibility for short-term incentives.

In addition, the Board granted Mr. Mazanderani an option to purchase 1,000,000 common shares at an exercise price of $5.00 per share, subject to shareholder approval at a meeting to be held by no later than August 17, 2026. These options vest only if he remains Executive Chairman through April 1, 2028 and may be exercised between April 1, 2029 and April 1, 2030.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
US base salary $600,000 per year Executive Chairman compensation under extended agreement
SA base salary ZAR 5,000,000 per year Compensation under SA Employment Contract
Travel allowance cap ZAR 4,000,000 per financial year Business travel costs covered by Lesaka SA
Option grant size 1,000,000 shares Stock options granted to Executive Chairman
Option exercise price $5.00 per share Exercise price for granted stock options
US agreement end date June 30, 2029 Expiration of extended employment agreement
SA contract term July 1, 2026 to June 30, 2029 Duration of South African employment contract
Option exercise window April 1, 2029 to April 1, 2030 Period during which options may be exercised
Executive Chairman financial
"with Mr. Ali Mazanderani, the Company's Executive Chairman, to extend the"
An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock value.
short-term cash incentive award financial
"will remain ineligible for a short-term cash incentive award, or any other bonus"
stock options financial
"The award of these stock options is subject to approval by the Company's shareholders"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
exercise price financial
"an option to purchase 1,000,000 shares of the Company's common stock at an exercise price of $5.00 per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
vesting financial
"Vesting of these stock options is subject to Mr. Mazanderani's continuous employment"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Emerging growth company regulatory
"or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false 2026-05-12 0001041514 Lesaka Technologies, Inc. 0001041514 2026-05-12 2026-05-12

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 12, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment to Existing Employment Agreement, New South African Employment Arrangement and Option Grant for Mr. Mazanderani

On May 12, 2026, the Board of Directors (the "Board") of Lesaka Technologies, Inc. (the "Company") approved an amendment to the existing employment agreement with Mr. Ali Mazanderani, the Company's Executive Chairman, to extend the expiration date of such agreement from January 31, 2028 to June 30, 2029. Mr. Mazanderani will continue to receive a base salary of $600,000 per annum under this agreement and will remain ineligible for a short-term cash incentive award, or any other bonus program implemented by the Company, during the term of his employment agreement. Except as described above, the terms of Mr. Mazanderani's existing employment agreement remain unchanged.

The Board also approved new employment terms between the Company's wholly owned subsidiary, Lesaka Technologies Proprietary Limited ("Lesaka SA"), and Mr. Mazanderani. The Company has approved the principal terms of a formal employment agreement (the "SA Employment Contract"), which is expected to become effective on July 1, 2026 and terminate on June 30, 2029. Under these terms, Mr. Mazanderani will receive an annual base salary of ZAR 5,000,000 per annum, and Lesaka SA will be responsible for the costs of travel undertaken by Mr. Mazanderani for business purposes, up to a maximum amount of ZAR 4,000,000 per financial year. The SA Employment Contract will also include other customary terms and conditions for arrangements of this nature. Mr. Mazanderani will not be eligible for a short-term cash incentive award or any other bonus program implemented by the Company during the term of the SA Employment Contract.

In addition, on May 12, 2026, the Board approved, and the Company granted to Mr. Mazanderani, an option to purchase 1,000,000 shares of the Company's common stock at an exercise price of $5.00 per share. The award of these stock options is subject to approval by the Company's shareholders at a shareholders' meeting to be held by no later than August 17, 2026. The stock options may only be exercised during a period commencing from April 1, 2029 to April 1, 2030. Vesting of these stock options is subject to Mr. Mazanderani's continuous employment as Executive Chair through April 1, 2028.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits Description
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

Source: View Original Filing on SEC EDGAR

FAQ

What change did Lesaka Technologies (LSAK) make to Ali Mazanderani’s employment term?

Lesaka Technologies extended Executive Chairman Ali Mazanderani’s existing employment agreement to June 30, 2029. His annual base salary remains $600,000, and he continues to be ineligible for any short-term cash incentive or company bonus programs under this agreement.

What are the key terms of the new South African employment contract for LSAK’s Executive Chairman?

The South African contract, effective July 1, 2026 to June 30, 2029, provides Ali Mazanderani with ZAR 5,000,000 annual base salary. Lesaka SA will also cover business travel costs up to ZAR 4,000,000 per financial year, with no eligibility for short-term incentive awards.

What stock options did Lesaka Technologies grant to Executive Chairman Ali Mazanderani?

Lesaka Technologies granted Ali Mazanderani options to purchase 1,000,000 common shares at an exercise price of $5.00 per share. These options are subject to shareholder approval and include specific vesting and exercise period conditions tied to his continued service.

When can the new stock options for LSAK’s Executive Chairman vest and be exercised?

The stock options vest if Ali Mazanderani remains Executive Chairman through April 1, 2028. Once vested and approved, they may be exercised only between April 1, 2029 and April 1, 2030, providing a defined one-year exercise window.

Is shareholder approval required for Ali Mazanderani’s new stock option grant at Lesaka Technologies (LSAK)?

Yes. The option grant for 1,000,000 shares at $5.00 per share is contingent on shareholder approval at a shareholders’ meeting that must be held no later than August 17, 2026, as authorized by the Board.

Does Lesaka Technologies’ Executive Chairman receive any short-term cash incentives under these arrangements?

No. Under both the extended U.S. employment agreement and the South African employment contract, Ali Mazanderani is not eligible for short-term cash incentive awards or any other company bonus programs during the respective contract terms.

Filing Exhibits & Attachments

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