Freedom Holding CEO outlines $300M private deal

The share-transfer and cash-payment obligations are to be performed only after definitive documents are entered into and become effective.

Available on EDGAR 11/09/2026 - 07:31 PM EST Accepted by SEC EDGAR 11/09/2026 - 07:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Freedom Holding Corp. (FRHC) shares are reported as beneficially owned by its chief executive officer and chairman, Timur R. Turlov, who has sole voting and dispositive power over 41,405,112 shares, approximately 64.91% of the outstanding common stock. On November 5, 2026, Turlov, Turlov Private Holding Ltd. (a buyer he beneficially owns 99.9999%), and Bakhtiyar Ospanov entered Heads of Terms for the buyer’s proposed acquisition from Ospanov of a participation interest of not less than 51% in Ak Zhayik Capital LLP for US$300 million.

Turlov would transfer FRHC shares to Ospanov in two tranches in 2026 and 2027 as an intermediate means of settling the price. Each tranche’s share count would be calculated by dividing its applicable amount by the 20-trading-day volume-weighted average price on Nasdaq and multiplying by 1.15. Ospanov would resell the shares, and Turlov and the buyer would pay any cash shortfall between the Interest Price and Ospanov’s sale proceeds. The Heads of Terms are non-binding except for specified provisions; the obligations to transfer shares and ensure Ospanov receives the Interest Price in cash are binding upon execution but are to be performed only after definitive documents become effective. The transaction is also subject to those documents and their conditions.

Key Figures

Beneficially owned shares: 41,405,112 shares Ownership of outstanding common stock: Approximately 64.91% Common shares outstanding: 63,787,666 shares +5 more

8 metrics

Beneficially owned shares 41,405,112 shares Turlov; sole voting and dispositive power

Ownership of outstanding common stock Approximately 64.91% Turlov's reported beneficial ownership

Common shares outstanding 63,787,666 shares As of August 7, 2026

Participation interest Not less than 51% Proposed acquisition in Ak Zhayik Capital LLP

Interest Price US$300 million Price in the Heads of Terms

Buyer beneficial ownership 99.9999% Turlov's beneficial ownership of Turlov Private Holding Ltd.

Volume-weighted average price period 20 trading days Price period used to calculate shares for each tranche

Share-count multiplier 1.15 Applied after dividing the applicable tranche amount by the volume-weighted average price

Key Terms

participation interest, volume-weighted average price, beneficially owns, Heads of Terms, +1 more

5 terms

participation interest financial

"acquisition by the Buyer of a participation interest of not less than 51%"

volume-weighted average price financial

"20-trading-day volume-weighted average price of the Common Stock on Nasdaq"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

beneficially owns regulatory

"Reporting Person beneficially owns 41,405,112 shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Heads of Terms technical

"entered into heads of terms"

sole voting and dispositive power regulatory

"has sole voting and dispositive power with respect to all of such shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many FRHC shares does Timur R. Turlov own?

Timur R. Turlov beneficially owns 41,405,112 shares of Freedom Holding Corp. common stock, representing approximately 64.91% of the outstanding common stock. He has sole voting and dispositive power over those shares. The percentage is based on 63,787,666 shares outstanding as of August 7, 2026.

What deal did Turlov Private Holding Ltd. outline?

Turlov Private Holding Ltd. entered Heads of Terms with Bakhtiyar Ospanov for acquisition of a participation interest of not less than 51% in Ak Zhayik Capital LLP for a purchase price of US$300 million. The Heads of Terms describe a proposed transaction subject to definitive documents and their conditions.

How would the FRHC shares in the deal be calculated?

Turlov would transfer shares in two tranches, in 2026 and 2027. For each tranche, the share count would be determined at transfer by dividing the applicable tranche amount by the 20-trading-day volume-weighted average price of FRHC common stock on Nasdaq and multiplying the result by 1.15.

Are the FRHC share-transfer terms binding?

The Heads of Terms are non-binding except for certain specified provisions. The obligations to transfer shares and ensure Ospanov receives the Interest Price in cash are binding upon execution, but are to be performed only after definitive documents are entered into and become effective. The transaction is also subject to satisfaction of the conditions in those documents.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Freedom Holding Corp.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

356390104

(CUSIP Number)

Timur R. Turlov
40 Wall Street, 58th Floor
New York, NY, 10005
(212) 980-4400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 356390104

1

Name of reporting person

Turlov Timur R

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KAZAKSTAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 41,405,112.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 41,405,112.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

41,405,112.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.91 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Explanatory Note This Amendment No. 5 (this "Amendment") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on December 2, 2015, as amended on July 10, 2017, September 18, 2017, November 14, 2017 and September 18, 2026 (the "Filing"), by the Reporting Person relating to the shares of common stock, par value $0.001 per share ("Common Stock"), of Freedom Holding Corp. (formerly known as BMB Munai, Inc.) (the "Issuer"). Information reported in the Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Filing. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $.001 par value per share
(b)	Name of Issuer: Freedom Holding Corp.
(c)	Address of Issuer's Principal Executive Offices: 40 Wall Street, 58th Floor, New York, NEW YORK , 10005.
Item 2.	Identity and Background
(a)	Timur R. Turlov
(b)	40 Wall Street, 58th Floor, New York, NY 10005
(c)	Chief Executive Officer and Chairman of the Board of Directors of Freedom Holding Corp.
(d)	None.
(e)	None.
(f)	Kazakhstan
Item 3.	Source and Amount of Funds or Other Consideration
	The information contained on the cover pages to this Amendment No. 5 and the information set forth in Items 4, 5 and 6 hereof are incorporated by reference herein. Item 3 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 5 is being filed to report the Reporting Person's entry into the Heads of Terms described in Items 4 and 6. The Reporting Person has not acquired any shares of Common Stock since the date of Amendment No. 4, and no funds or other consideration have been used by the Reporting Person in connection with the transactions reported in this Amendment No. 5.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On November 5, 2026, the Reporting Person, Turlov Private Holding Ltd. (the "Buyer"), an entity beneficially owned by the Reporting Person by 99.9999%, and Bakhtiyar Ospanov (the "Seller") entered into heads of terms (the "Heads of Terms") relating to the acquisition by the Buyer of a participation interest of not less than 51% in Ak Zhayik Capital LLP, a Kazakhstan limited liability partnership, at a purchase price of US$300 million (the "Interest Price"). Under the Heads of Terms, the Reporting Person would transfer shares of Common Stock to the Seller in two tranches, in 2026 and 2027, as an intermediate means of settling the Interest Price, and the Seller would resell those shares personally or through his Controlled Person (as defined in the Heads of terms) in transactions intended to qualify for an exemption from registration under the Securities Act. The number of shares in each tranche would be determined at the time of transfer by dividing the applicable tranche amount by the 20-trading-day volume-weighted average price of the Common Stock on Nasdaq and multiplying the result by 1.15. The Reporting Person and the Buyer would pay in cash any shortfall between the Interest Price and the Seller's sale proceeds. The Heads of Terms provide that, except for certain specified provisions, they are non-binding. Certain provisions, including the obligations of the Reporting Person and the Buyer to transfer the shares and to ensure that the Seller receives the Interest Price in cash, are binding upon execution, but are to be performed only after definitive documents are entered into and become effective. The transaction is subject to the negotiation and execution of definitive documents and to the satisfaction of the conditions to be set forth in them. No assurances can be given that definitive documents will be entered into or that the transaction will be consummated on the terms described above or at all. The foregoing description of the Heads of Terms does not purport to be complete and is qualified in its entirety by reference to the full text of the Heads of Terms, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in Rows 7 through 13 of the cover page of this Amendment No. 5 is incorporated herein by reference. As of the date hereof, the Reporting Person beneficially owns 41,405,112 shares of Common Stock, representing approximately 64.91% of the outstanding shares of Common Stock, and has sole voting and dispositive power with respect to all of such shares.
(b)	The percentage is based on 63,787,666 shares of Common Stock outstanding as of August 7, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
(c)	Except as described in Item 4, the Reporting Person has not effected any transactions in the Common Stock since the filing of Amendment No. 4.
(d)	Except as described in Item 4, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.
(e)	Not Applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: The information set forth in Item 4 of this Amendment No. 5 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. Description 99.1 Heads of Terms, dated November 5, 2026* * Filed herewith in redacted form. A Confidential Treatment Application has been submitted to the SEC contemporaneously with this filing pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, requesting confidential treatment of the redacted provisions. The unredacted exhibit has been separately provided to the SEC staff.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Turlov Timur R

Signature:	/s/ Timur R. Turlov
Name/Title:	Timur R. Turlov
Date:	11/09/2026