GDEV Inc. (NASDAQ: GDEV) CEO lifts stake to 37% as co‑founder exits

Rhea-AI Filing Summary

GDEV Inc. reports that founder, CEO and Chairman Andrey Fadeev has purchased 2,730,384 GDEV ordinary shares from co‑founder and former director Boris Gertsovskiy in a private transaction. This is a secondary deal between insiders; the Company was not a party to it.

Following the purchase, Fadeev beneficially owns 6,709,391 ordinary shares, representing 37.0% of GDEV’s issued and outstanding shares as of December 31, 2025. Gertsovskiy has fully exited his remaining shareholding and no longer holds any employment, director or officer position at GDEV.

In connection with the deal, Gertsovskiy irrevocably transferred to Fadeev all rights under GDEV’s Memorandum and Articles of Association to appoint, jointly with Fadeev, directors to the board, and irrevocably waived those rights in Fadeev’s favor. Fadeev reported the transaction on Schedule 13D, while Gertsovskiy amended his Schedule 13G to reflect his reduced holding.

Positive

• Founder-CEO increases economic alignment: Andrey Fadeev’s purchase of 2,730,384 shares raises his beneficial ownership to 6,709,391 shares, or 37.0% of issued and outstanding shares as of December 31, 2025, signaling a larger personal financial stake in GDEV.

Negative

• Greater concentration of control: The transfer and waiver of Boris Gertsovskiy’s director appointment rights in favor of Andrey Fadeev, combined with Fadeev’s 37.0% ownership, further centralizes board influence and control with a single founder-executive.

Insights

Equity ownership & governance analyst

CEO raises stake to 37%, consolidating control as co‑founder exits.

The transaction shifts ownership and influence inside GDEV without issuing new shares. CEO and Chairman Andrey Fadeev bought 2,730,384 shares from co‑founder Boris Gertsovskiy, bringing his beneficial ownership to 6,709,391 shares, or 37.0% of issued and outstanding shares as of December 31, 2025.

This is a private, personal-capacity transaction; the Company was not involved and receives no cash. Gertsovskiy has divested all remaining shares and, at the time of the deal, held no employment, director or officer role, limiting immediate operational impact but altering the legacy founder base.

Governance dynamics change because Gertsovskiy irrevocably transferred and waived his board appointment rights in Fadeev’s favor. That centralizes director appointment power with Fadeev, reinforcing founder-led control. Future company disclosures may clarify how this concentrated influence is reflected in board composition and any related governance policies.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2026

Commission File Number: 001-40758

GDEV Inc.

(Translation of registrant’s name into English)

55, Griva Digeni

3101, Limassol

Cyprus

Telephone: +35722580040

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x                                           Form 40-F ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On March 17, 2026, Andrey Fadeev, Chief Executive Officer and Chairman of the board of directors of GDEV Inc. (NASDAQ: GDEV) (the “Company”), informed the Company that he has purchased 2,730,384 GDEV Inc. ordinary shares from Boris Gertsovskiy, the co-founder of the Company and a former Company director, in a private placement transaction (the “Share Purchase”). Following the Share Purchase, Mr. Fadeev beneficially owns 6,709,391 GDEV Inc. ordinary shares, or 37.0% of the Company’s issued and outstanding shares as of December 31, 2025, and Mr. Gertsovskiy has divested himself of the entirety of his remaining shareholding in the Company. The Share Purchase was conducted by Mr. Fadeev solely in a personal capacity and not in connection with his role as CEO and/or Chairman of the Company, nor was Mr. Fadeev acting in concert with the Company in any manner in relation to the Share Purchase.

On March 17, 2026, Mr. Fadeev filed a Schedule 13D with the Securities and Exchange Commission (the “SEC”) to report the Share Purchase, and Mr. Gertsovskiy filed an amendment to his Schedule 13G with the SEC to report the reduction of his shareholding to zero.

In connection with the Share Purchase, Mr. Gertsovskiy has irrevocably transferred to Mr. Fadeev all of his rights arising under the Company’s Memorandum and Articles of Association to appoint, jointly with Mr. Fadeev, directors to the Company’s board of directors, and has irrevocably waived such appointment rights in favor of Mr. Fadeev.

On March 17, 2026, the Company issued a press release in relation to the Share Purchase, a copy of which is furnished as Exhibit 99.1 hereto.

INCORPORATION BY REFERENCE

The information included in this Report on Form 6-K (excluding Exhibit 99.1) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-280580 and File No. 333-282062) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

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, thereunto duly authorized.

Date: March 17, 2026

	GDEV Inc.
	By:	/s/ Alexander Karavaev
		Name: Alexander Karavaev
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit Description

99.1 Press release dated March 17, 2026

Exhibit 99.1

GDEV Founder, Chairman and Chief Executive Officer, Andrey Fadeev Increased Ownership Stake to 37%

March 17, 2026 – Limassol, Cyprus – GDEV Inc. (Nasdaq: GDEV), an international gaming and entertainment company (“GDEV” or the “Company”), today announced that Andrey Fadeev, Chief Executive Officer and Chairman of the Board of Directors, has notified the Company of his purchase of 2,730,384 GDEV ordinary shares from Boris Gertsovskiy, co-founder and former director of the Company, in a private transaction.

Following the transaction, Mr. Fadeev beneficially owns 6,709,391 GDEV ordinary shares, representing 37.0% of the Company's issued and outstanding shares as of December 31, 2025. Mr. Gertsovskiy has divested himself of the entirety of his remaining shareholding in the Company. At the time of the transaction, Mr. Gertsovskiy did not hold any position of employment (including as a director or officer) at GDEV Inc.

The transaction was conducted by Mr. Fadeev solely in a personal capacity and is not connected with his role as Chief Executive Officer and/or Chairman of the Company. The Company was not a party to the transaction and did not act in concert with Mr. Fadeev in any manner in relation thereto.

About GDEV Inc.

GDEV is a gaming and entertainment holding company, focused on development and growth of its franchise portfolio across various genres and platforms. With a diverse range of subsidiaries including Nexters, Cubic Games, Royal Ark, Game Gears, Light Hour Games among others, GDEV strives to create games that will inspire and engage millions of players for years to come. Its franchises, such as Hero Wars, Island Hoppers, Pixel Gun 3D, Zombie Miner and others have accumulated over 550 million installs and $2.7 billion of bookings worldwide. For more information, please visit www.gdev.inc

Contacts:

Investor Relations
Roman Safiyulin | Chief Corporate Development Officer
investor@gdev.inc 

FAQ

What ownership change at GDEV (GDEV) was disclosed in the March 2026 Form 6-K?

Andrey Fadeev bought 2,730,384 GDEV ordinary shares from co-founder Boris Gertsovskiy in a private deal. After this, Fadeev beneficially owns 6,709,391 shares, or 37.0% of issued and outstanding shares as of December 31, 2025.

How much of GDEV Inc. (GDEV) does CEO Andrey Fadeev now own?

Following the private transaction, CEO and Chairman Andrey Fadeev beneficially owns 6,709,391 GDEV ordinary shares. This represents 37.0% of the company’s issued and outstanding shares as of December 31, 2025, giving him a substantial founder-led ownership position.

Did GDEV Inc. participate in the share purchase between Fadeev and Gertsovskiy?

GDEV Inc. did not participate in the share purchase. The company states the transaction was conducted by Andrey Fadeev solely in a personal capacity, was not connected to his executive roles, and GDEV was not a party to or acting in concert regarding the deal.

What happened to GDEV co-founder Boris Gertsovskiy’s shareholding?

Boris Gertsovskiy sold 2,730,384 GDEV shares to Andrey Fadeev and fully exited his remaining shareholding. At the time of the transaction, he held no employment, director or officer position at GDEV, and he reduced his reported ownership to zero via an amended Schedule 13G.

How did the board appointment rights at GDEV (GDEV) change after the transaction?

In connection with the share purchase, Boris Gertsovskiy irrevocably transferred to Andrey Fadeev all rights under GDEV’s Memorandum and Articles to appoint directors jointly with him. He irrevocably waived those rights in Fadeev’s favor, increasing Fadeev’s influence over board appointments.

What regulatory filings did the GDEV insiders make for this ownership change?

On March 17, 2026, Andrey Fadeev filed a Schedule 13D to report his increased stake after buying 2,730,384 shares. On the same date, Boris Gertsovskiy filed an amendment to his Schedule 13G to report his reduced shareholding, which was brought down to zero.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 5.4 KB