Current Report · Items 5.02, 5.07, 9.01 · 8-K
Lesaka Technologies, Inc.
LSAKNASDAQEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Option award to Ali Mazanderani On August 3, 2026, at a special meeting of shareholders (the "Special Meeting") of Lesaka Technologies, Inc. (the "Company"), the shareholders of the Company approved the grant of a stock option ("Option Award") to Mr.…
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Option award to Ali Mazanderani
On August 3, 2026, at a special meeting of shareholders (the "Special Meeting") of Lesaka Technologies, Inc. (the "Company"), the shareholders of the Company approved the grant of a stock option ("Option Award") to Mr. Ali Mazanderani, the Company's Executive Chairman, pursuant to a stock option agreement, as further described in the Company's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on July 2, 2026 (the "2026 Proxy Statement").
Below is an overview of the Option Award.
Award Terms Details
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Option Award 1,000,000 share options.
Equity Type Options to acquire common stock.
Exercise Price 1,000,000 share options at an exercise price of US$5.00 per share.
Exercise Date Mr. Mazanderani may only exercise the vested Option Award after April 1, 2029.
Expiration Date April 1, 2030.
Employment Requirement The Option Award will vest on April 1, 2028, subject to Mr. Mazanderani's continuous employment through this date.
Termination of Employment No acceleration of vesting upon termination of employment, death or disability.
Change in Control No automatic acceleration of vesting upon a change in control of our company.
Exercise Methods Exercise Methods:
Cash: exercise price is paid in cash upon exercise of options.
Offset: if acceptable to us, through an offset against amounts owed by us to Mr. Mazanderani.
Tender of Stock: by tender to us of shares held by Mr. Mazanderani, including shares deliverable upon exercise of the Option Award.
Broker-Assisted Cashless Exercise.
Net Exercise: via the exercise of all or any vested portion of the Option Award without payment of the Exercise Price in cash, pursuant to which we will issue to Mr. Mazanderani a number of whole Shares determined in accordance with an agreed formula per the Option Agreement.
By any other means acceptable to us.
A combination of the foregoing.
Clawback The Option Award is subject to our clawback policy, as in effect from time to time.
The Option Award was previously approved, subject to shareholder approval, by the Board. The summary of the Option Award contained herein is qualified by and subject to the full text of the Option Award, which was included as Appendix A to the 2026 Proxy Statement and is attached as Exhibit 10.1 to this Form 8-K, and which is incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following is a summary of the voting results for the proposal presented to shareholders at the Special Meeting held on August 3, 2026.
Proposal No. 1-To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the grant of a share option to Mr. Ali Mazanderani, our Executive Chairman, pursuant to a share option agreement
The grant of the Option Award was approved and the votes cast were as follows:
Votes cast
For Against Abstain
38,334,363 1,241,298 7,796,947