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Freedom Holding (Nasdaq: FRHC) completes nearly US$300M Regulation S stock offering

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Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Freedom Holding Corp. reported that on July 10, 2026 it completed an unregistered offshore offering of its common stock under Regulation S of the Securities Act. The company issued 2,374,356 shares of common stock, par value $0.001 per share, for aggregate gross proceeds of nearly US$300 million.

The shares were sold only to non-U.S. persons in offshore transactions and the transaction was conducted as a Category 3 offering under Regulation S. The company states that no underwriting discounts or commissions were paid, though an affiliate placement agent, Freedom Finance Global PLC, is entitled to a fee equal to 1% of the aggregate offering price, capped at US$3,000,000. The securities have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption.

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Insights

Freedom Holding raised nearly US$300 million through an offshore share issuance under Regulation S.

Freedom Holding Corp. completed an unregistered offering of 2,374,356 common shares under Regulation S, raising aggregate gross proceeds of nearly US$300 million. The shares were sold exclusively to non-U.S. persons in offshore transactions as a Category 3 offering, which involves stricter resale conditions.

The company did not pay underwriting discounts or commissions, but will pay its affiliate placement agent a fee of 1% of the aggregate offering price, capped at US$3,000,000, keeping transaction costs relatively limited. The securities remain unregistered in the United States and are restricted from U.S. markets unless a registration or exemption becomes available, which affects how and where these shares can trade initially.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Shares issued 2,374,356 shares Common stock issued in Regulation S offering completed on July 10, 2026
Aggregate gross proceeds nearly US$300 million Total gross proceeds from the Regulation S common stock offering
Placement fee rate 1% Fee on aggregate offering price payable to affiliate placement agent Freedom Finance Global PLC
Placement fee cap US$3,000,000 Maximum fee payable to affiliate placement agent for the offering
Par value per share $0.001 per share Par value of Freedom Holding Corp. common stock issued in the offering
Offering date July 10, 2026 Date Freedom Holding Corp. completed the Regulation S equity offering
Regulation S regulatory
"The Securities were offered and sold 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.
Category 3 offering regulatory
"including the provisions applicable to a Category 3 offering under Regulation S"
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
non-U.S. persons regulatory
"The Offering was made only to non-U.S. persons in offshore transactions outside the United States"
hedging transactions financial
"Hedging transactions involving the Securities may not be conducted unless in compliance with the Securities Act"
Hedging transactions are deliberate trades or contracts a company or investor uses to reduce the chance of losing money from price swings in things like stocks, currencies, commodities, or interest rates. Think of them as a form of insurance: they can limit downside risk but also cap potential gains and create costs, so investors watch hedging to understand a firm's true exposure, future cash needs, and how stable reported results may be.
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FAQ

What equity offering did Freedom Holding Corp. (FRHC) complete on July 10, 2026?
Freedom Holding Corp. completed an unregistered offshore offering of 2,374,356 common shares on July 10, 2026, conducted under Regulation S and sold to non-U.S. persons in offshore transactions.

How much capital did Freedom Holding Corp. (FRHC) raise in its Regulation S offering?
Freedom Holding Corp. raised aggregate gross proceeds of nearly US$300 million from its Regulation S offering of 2,374,356 common shares sold to non-U.S. investors outside the United States.

What fees will Freedom Holding Corp. (FRHC) pay for the July 2026 share offering?
Freedom Holding Corp. will pay its affiliate placement agent Freedom Finance Global PLC a fee equal to 1% of the aggregate offering price, capped at US$3,000,000, and paid no underwriting discounts or commissions.

Can the new Freedom Holding Corp. (FRHC) shares be sold in the United States?
The new shares have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption.

Under which regulatory framework did Freedom Holding Corp. (FRHC) conduct its July 2026 offering?
The offering was conducted under Regulation S of the Securities Act as a Category 3 offering, limited to non-U.S. persons in offshore transactions with no directed selling efforts in the United States.
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): July 10, 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 3.02 Unregistered Sales of Equity Securities

On July 10, 2026, Freedom Holding Corp. (the "Company") completed an offering and sale (the "Offering") of 2,374,356 shares of its common stock, par value of $0.001 per share (the "Securities"), for an aggregate offering price of nearly US$300 million. The Securities were offered and sold pursuant to Regulation S ("Regulation S") of the Securities Act of 1933 (the "Securities Act"). The Offering was made only to non-U.S. persons in offshore transactions outside the United States, no directed selling efforts were made in the United States, and the Offering otherwise was made in accordance with the requirements of Regulation S, including the provisions applicable to a Category 3 offering under Regulation S.

The Company paid no underwriting discounts or commissions in connection with the Offering, but the aggregate fee to be paid to the Company's affiliate placement agent Freedom Finance Global PLC shall equal to 1% of the aggregate Offering price and which shall not exceed US$3,000,000.

This announcement is not and does not form part of any offer or solicitation to purchase or subscribe for Securities in the United States. The Securities offered in the Offering will not be or have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons (other than distributors) absent registration or an applicable exemption from the registration requirements of the Securities Act. Hedging transactions involving the Securities may not be conducted unless in compliance with the Securities Act.

Item 7.01 Regulation FD Disclosure

On July 10, 2026, the Company issued a press release announcing the results of the Offering, a copy of which 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 (the "Exchange Act"), 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 or the Exchange Act, 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 July 10, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
2




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: July 10, 2026
By:/s/ Assel Mussina
Assel Mussina
Corporate Secretary

3


FREEDOM HOLDING CORP. ANNOUNCES THAT IT HAS COMPLETED AN OFFERING OF ITS COMMON STOCK

NEW YORK, July 10, 2026 (GLOBE NEWSWIRE) - Freedom Holding Corp. (Nasdaq: FRHC), an international financial technology group, today announced that it has completed an offering of 2,374,356 shares of its common stock pursuant to Regulation S of the Securities Act of 1933 (the "Securities Act"), raising aggregate gross proceeds of nearly US$300 million.

This announcement is not and does not form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities offered in the offering mentioned above will not be or have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons (other than distributors) absent registration or an applicable exemption from the registration requirements of the Securities Act. Hedging transactions involving the securities may not be conducted unless in compliance with the Securities Act.

Source: View Original Filing on SEC EDGAR

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