[Form 4] Freedom Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Philippe J.R. Vogeleer, a director of Freedom Holding Corp. (FRHC), was awarded and immediately vested 626 restricted shares of the company under the 2019 Equity Incentive Plan on September 15, 2025. The award is recorded as an acquisition at a reported price of $0, reflecting a grant of restricted stock rather than a purchase. Vesting was conditioned on continuous service and market-price performance conditions, and those conditions were satisfied as of the transaction date, leaving Mr. Vogeleer with 626 shares beneficially owned following the transaction.

Positive

• Director alignment via equity: The grant vests based on service and market-performance conditions, aligning the director’s interests with shareholders
• Transparent reporting: The Form 4 discloses the grant date, amount (626 shares), vesting conditions, and post-transaction beneficial ownership

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director received 626 restricted shares that vested upon satisfying service and market conditions; this is routine executive equity compensation.

The filing documents a compensatory grant of restricted common stock to a board member that vested on the grant date under existing plan terms. The reported price of $0 aligns with equity awards issued as compensation rather than a cash purchase. For governance review, key points are the plan authorization, the existence of market-price vesting conditions, and immediate vesting on the stated date. The size (626 shares) appears modest in isolation; materiality depends on total outstanding shares and the director's overall holdings, which are not disclosed here.

Securities Analyst

TL;DR: This Form 4 reports a small, vested restricted-share award to a director with no cash consideration—routine and likely immaterial to valuation.

From a securities-disclosure perspective, the form properly reports an acquisition coded as award (A) and shows the post-transaction beneficial ownership. The award’s vesting tied to continuous service and market-price performance is noted, but the filing does not quantify performance targets or disclose total outstanding shares, limiting assessment of dilution or incentive alignment. No derivative instruments or dispositions are reported.

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^*

Vogeleer Philippe J.R.

(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. Vogeleer 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/ Philippe J.R. Vogeleer	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 Philippe J.R. Vogeleer report on the FRHC Form 4?

He reported an award and vesting of 626 restricted shares of Freedom Holding Corp. on September 15, 2025, with a reported price of $0.

Did the restricted shares granted to the director vest immediately?

Yes; the filing states vesting occurred on September 15, 2025 upon satisfaction of continuous service and market price conditions.

How many shares did the reporting person beneficially own after the transaction?

The reporting person beneficially owned 626 shares following the reported transaction.

Was any cash paid for the shares reported on the Form 4?

No cash was reported; the transaction is recorded with a price of $0, indicating a compensatory restricted stock grant.

Does the Form 4 disclose the performance targets for the market-price vesting condition?

No; the filing references market-price conditions but does not disclose specific performance targets or thresholds.