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Freedom Holding (FRHC) weighs Regulation S stock sale in Kazakhstan

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

Rhea-AI Filing Summary

Freedom Holding Corp. reported that it is considering an offering of its common stock in Kazakhstan. Any potential sale would be conducted outside the United States under Regulation S of the Securities Act of 1933, meaning the securities would not be registered in the U.S. or offered to U.S. persons without an applicable exemption. The company emphasized that this is not an offer or solicitation in the United States and that the potential offering may not proceed. It also highlighted that related statements are forward-looking and subject to risks and uncertainties.

Positive

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Regulation S regulatory
"offering of its common stock in Kazakhstan pursuant to Regulation S of the Securities Act of 1933"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Securities Act of 1933 regulatory
"Securities to be offered in the potential offering mentioned above have not been registered under the Securities Act of 1933"
forward-looking statements regulatory
"This announcement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
40 Wall Street, 58th Floor, New York, NY10005(212)9804400NasdaqFalse000092480500009248052022-09-132022-09-13


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):  April 9, 2026

FREEDOM HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada001-3303430-0233726
(State or other jurisdiction of incorporation)
Commission
File Number)
(IRS Employer
Identification No.)
40 Wall Street, 58th Floor, New York, NY
(Address of principal executive offices)
10005
(Zip code)
(212) 980 4400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2 below):

☐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 under Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareFRHC
The Nasdaq Capital 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, indicated 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 7.01 Regulation FD Disclosure

On April 9, 2026, the Company issued a press release announcing that it is contemplating an offering of its common stock in Kazakhstan pursuant to Regulation S of the Securities Act of 1933. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933 or the Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit No.Description
99.1
Press release dated April 9, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FREEDOM HOLDING CORP.
Date: April 9, 2026
By:/s/ Assel Mussina
Assel Mussina
Corporate Secretary




2


FREEDOM HOLDING CORP. ANNOUNCES THAT IT IS CONSIDERING AN OFFERING OF ITS COMMON STOCK IN KAZAKHSTAN

NEW YORK, April 9, 2026 (GLOBE NEWSWIRE) - Freedom Holding Corp. (Nasdaq: FRHC), an international financial technology group, today announced that it is considering an offering of its common stock in Kazakhstan. The offering, if the company determines to proceed with such an offering, would be conducted outside the United States in reliance on Regulation S under the Securities Act of 1933.

This announcement is not and does not form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities to be offered in the potential offering mentioned above have not been registered under the Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States (or to a U.S. person) absent registration or an applicable exemption from the registration requirements of the Securities Act.

This announcement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify these statements by the use of words like “may”, “will”, “could”, “should”, “believe”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “target”, “future”, and variations of these words or comparable words. These statements include statements relating to FRHC’s potential offering mentioned above. These forward-looking statements are based on current expectations or beliefs, and are subject to changes in circumstances as well as a number of risks and uncertainties, which could cause the actual results to differ materially from those indicated in the forward-looking statements. Such risks include risks relating to the potential offering mentioned above, including that such an offering does not proceed or if it does proceed, the ultimate results of such an offering. Except as required by law, FRHC undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.



Source: View Original Filing on SEC EDGAR

FAQ

What did Freedom Holding Corp. (FRHC) disclose in its latest 8-K?

Freedom Holding Corp. disclosed it is considering an offering of its common stock in Kazakhstan under Regulation S. The potential transaction would occur outside the U.S. and may or may not proceed, with no specific size or timing detailed.

Where would Freedom Holding Corp. (FRHC) conduct the potential share offering?

The company is considering conducting an offering of its common stock in Kazakhstan. The contemplated transaction would be outside the United States and rely on Regulation S, which governs offshore offerings of securities to non-U.S. investors under the Securities Act of 1933.

Is the potential Freedom Holding Corp. (FRHC) offering registered in the United States?

No, the potential offering’s securities have not been registered under the U.S. Securities Act of 1933. They may not be offered or sold in the United States or to U.S. persons without registration or a valid exemption from U.S. registration requirements.

Does the Freedom Holding Corp. (FRHC) announcement constitute an offer to U.S. investors?

The company states clearly that this announcement does not form part of any offer or solicitation to purchase or subscribe for securities in the United States. It serves only as information about a possible offshore offering under Regulation S in Kazakhstan.

What risks did Freedom Holding Corp. (FRHC) highlight about the potential offering?

Freedom Holding Corp. noted that statements about the potential offering are forward-looking and subject to risks and uncertainties. These include the possibility that the offering does not proceed at all or, if it does proceed, that its ultimate results differ materially from current expectations.

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents