[Form 4/A] Freedom Holding Corp. Amended Insider Trading Activity

Rhea-AI Filing Summary

Andrew Gamble, a director of Freedom Holding Corp. (FRHC), was awarded 757 restricted shares of the company’s common stock under the 2019 Equity Incentive Plan. The award is recorded with a transaction date of 09/15/2025 and a reported price of $0, and the filing indicates the shares vested on that same date upon satisfaction of applicable vesting conditions, including continuous service. Following the transaction, Mr. Gamble beneficially owns 757 shares directly. The report is an amendment to prior disclosure and is limited to this single non-derivative award.

Positive

• Director alignment: Awarded restricted shares vesting with service aligns director interests with shareholders
• Clear disclosure: Filing amends prior report to specify number of shares and vesting outcome

Negative

• Immaterial size: 757 shares are small and unlikely to materially affect capitalization or control
• No financial terms beyond $0 reported: Filing does not disclose grant valuation or broader compensation context

Insights

Corporate Governance Expert

TL;DR: A director received a modest grant of restricted stock that vested upon service conditions, aligning interests with shareholders but likely immaterial to valuation.

The filing documents a grant of 757 restricted shares to a director under the company’s 2019 Equity Incentive Plan, with vesting tied to continued service and recorded at $0 per share in the disclosure. From a governance perspective, restricted stock that vests with service encourages alignment between management/directors and shareholders. The disclosure is routine for executive/director compensation and does not include derivative instruments, cash transactions, or changes to overall equity programs. The magnitude—757 shares—is small in isolation and unlikely to materially affect outstanding share count or governance control.

Securities Analyst

TL;DR: This amended Form 4 reports a small, vested equity award to a director; it is a routine disclosure with negligible market impact.

The report shows a non-derivative award of 757 restricted common shares that vested upon meeting service-based conditions. The reported acquisition price is $0, consistent with a grant rather than a market purchase. There is no indication of additional awards, disposals, option exercises, or cash proceeds. For investors and analysts, the transaction signals standard equity compensation practice but represents a de minimis change in share ownership and thus should not materially affect capitalization or earnings per share metrics.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gamble Andrew

(Last) (First) (Middle)

ESENTAI TOWER BC, FLOOR 7

77/7 AL FARABI AVE

(Street)

ALMATY 1P 050040

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Freedom Holding Corp. [ FRHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/15/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		A		757(1)	A	$0	757	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Mr. Gamble was awarded 757 restricted shares of common stock of Freedom Holding Corp. (the "Company") on September 15, 2025, under the Company 2019 Equity Incentive Plan. Assuming satisfaction of applicable vesting conditions, which include continuous service with the Company, vesting of the shares occurred on September 15, 2025.

	/s/ Andrew Gamble	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Andrew Gamble report on the Form 4/A for FRHC?

The Form 4/A reports that Andrew Gamble, a director of Freedom Holding Corp. (FRHC), was awarded and vested in 757 restricted shares of common stock under the 2019 Equity Incentive Plan.

How many shares did the director receive and what price was reported?

The filing shows 757 shares acquired with a reported price of $0, indicating a stock grant rather than a market purchase.

Do the restricted shares have vesting conditions?

Yes. The shares vest upon satisfaction of applicable vesting conditions, which include continuous service with the company; the filing states vesting occurred upon those conditions being met.

Does this Form 4/A show any derivative transactions or disposals for FRHC?

No. The filing lists a single non-derivative award of common stock and does not report any derivative securities, disposals, or option exercises.

Is the 757-share award material to FRHC shareholders?

Based on the filing alone, the 757-share award is small and the filing does not indicate material impact on capitalization or control.