[Form 4] Freedom Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Freedom Holding Corp. (FRHC): Director Andrew Gamble was awarded and vested 626 restricted shares on September 15, 2025. The shares were granted under the Company 2019 Equity Incentive Plan and vested subject to continuous service and market-price performance conditions tied to the company’s common stock. Following the reported transaction, Mr. Gamble beneficially owned 626 shares. The Form 4 discloses no cash price for the award and indicates the filing was made by one reporting person.

Insights

Financial Analyst

TL;DR: Director award of 626 restricted shares vested on service and market conditions; immaterial to capitalization but aligns interests with shareholders.

The grant and immediate vesting of 626 restricted shares to a director is a routine equity compensation event. The award was issued under the 2019 Equity Incentive Plan and vests tied to continuous service and stock-price performance, which aligns management incentives with shareholder outcomes. The size of the grant (626 shares) is small relative to typical public company float, so it is unlikely to materially affect earnings per share or shareholder dilution. The Form 4 reports no cash price for the award, consistent with equity grants.

Corporate Governance Expert

TL;DR: Vesting based on service and market conditions reflects governance best practices; disclosure is complete and routine.

The disclosed award includes performance-based vesting elements and continuous service conditions, which are standard mechanisms to promote long-term alignment and retention for directors. The filing provides the key mechanics: grant date, number of restricted shares (626), and the plan under which they were issued. There is no indication of unusual acceleration, related-party exceptions, or atypical pricing terms in this Form 4. From a governance perspective, the disclosure appears appropriate and timely.

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

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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)

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		626(1)	A	$0	626	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 626 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 and market price conditions tied to the performance of the Company's common shares, vesting of the shares occurred on September 15, 2025.

	/s/ Andrew Gamble	09/15/2025
	** 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 Form 4 for Freedom Holding Corp. (FRHC)?

He reported an award and vesting of 626 restricted shares of Freedom Holding Corp. on September 15, 2025.

Under which plan were the 626 restricted shares granted to Andrew Gamble?

The shares were granted under the Company 2019 Equity Incentive Plan.

What conditions governed vesting of the restricted shares reported on Form 4?

Vesting was subject to continuous service and market-price performance conditions tied to the company’s common shares.

Did the Form 4 report a purchase price for the shares?

No cash price was reported; the transaction code indicates an award of restricted shares at $0 listed on the form.

How many shares did Andrew Gamble beneficially own after the transaction?

626 shares were reported as beneficially owned following the reported transaction.