Kaspi.kz (HEPS) discloses 85.66% controlling stake after new share purchase

Rhea-AI Filing Summary

Joint Stock Company Kaspi.kz filed Amendment No. 7 to its Schedule 13D on D-MARKET Electronic Services & Trading, disclosing a larger controlling stake. On March 16, 2026, it agreed to buy 1,773,645 Ordinary Shares (via ADSs) at USD 2.95 per share, for total consideration of USD 5,232,252.75, funded from its working capital.

Following this transaction, Kaspi.kz beneficially owns 306,012,232 Ordinary Shares, or 85.66% of the Issuer’s 357,225,200 Ordinary Shares outstanding. Kaspi.kz states that its purpose is to have a controlling interest in HEPS and that it may consider a range of potential strategic actions regarding its investment.

Insights

Equity ownership and governance analyst

Kaspi.kz confirms an 85.66% controlling stake in HEPS and signals flexibility on future strategic actions.

Kaspi.kz increased its position in D-MARKET (HEPS) by purchasing 1,773,645 Ordinary Shares at USD 2.95 per share, for USD 5,232,252.75. This brings its beneficial ownership to 306,012,232 Ordinary Shares, or 85.66% of the 357,225,200 Ordinary Shares outstanding.

Such an 85.66% stake effectively gives Kaspi.kz full voting and disposition control, as it reports sole voting and sole dispositive power over all 306,012,232 shares. The purchase is funded from its working capital, so there is no indication of additional leverage associated with this transaction in the excerpt.

Kaspi.kz explicitly states its purpose is to have a controlling interest and that it may consider actions described in Item 4(a)-(j), which can include mergers, asset sales, or governance changes. The timing and nature of any specific actions are not detailed here, so the filing mainly formalizes control and preserves strategic optionality rather than announcing a concrete transaction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

D-MARKET Electronic Services & Trading

(Name of Issuer)

Ordinary Shares, nominal value TRY 0.20 per share

(Title of Class of Securities)

(CUSIP Number)

David Ferguson
154A Nauryzbai Batyr Street,
Almaty, 1P, 050013
7 727 3306710

Copy to: Era Anagnosti
DLA Piper LLP (US), 500 8th Street, N.W.
Washington, DC, 20004
(202) 799-4000

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

03/16/2026

(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 No.

1

Name of reporting person

Joint Stock Company Kaspi.kz

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)

WC

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 306,012,232.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 306,012,232.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

306,012,232.00

12

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

13

Percent of class represented by amount in Row (11)

85.66 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, nominal value TRY 0.20 per share
(b)	Name of Issuer: D-MARKET Electronic Services & Trading
(c)	Address of Issuer's Principal Executive Offices: KUSTEPE MAHALLESI MECIDIYEKOY YOLU, Caddesi NO: 12 TRUMP TOWERS KULE 2 K2, Sisli Istanbul, TURKEY , 34387.
Item 1 Comment: This Amendment No. 7 (this "Amendment No. 7") amends and supplements the Schedule 13D originally filed by Joint Stock Company Kaspi.kz, a joint stock company incorporated under the laws of Kazakhstan (the "Reporting Person"), with the Securities and Exchange Commission (the "SEC") on February 5, 2025 (the "Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Person with the SEC on July 30, 2025 ("Amendment No. 1"); Amendment No. 2 to the Schedule 13D filed by the Reporting Person with the SEC on November 13, 2025 ("Amendment No. 2"); Amendment No. 3 to the Schedule 13D filed by the Reporting Person with the SEC on November 18, 2025 ("Amendment No. 3"); Amendment No. 4 to the Schedule 13D filed by the Reporting Person with the SEC on December 5, 2025; Amendment No. 5 to the Schedule 13D filed by the Reporting Person with the SEC on December 29, 2025 ("Amendment No. 5"); and Amendment No. 6 to the Schedule 13D filed by the Reporting Person on January 7, 2026 ("Amendment No. 6" and, together with the Schedule 13D and Amendment Nos. 1, 2, 3, 4, 5, and 6, the "Schedule 13D, as amended"), relating to the ordinary shares, nominal value TRY 0.20 per share (the "Ordinary Shares") of D-MARKET Electronic Services & Trading (the "Issuer"), including such Ordinary Shares as are represented by American depositary shares (the "ADSs"), with each ADS representing one Ordinary Share, which are listed on the Nasdaq Global Select Market under the symbol "HEPS." Except as specifically provided herein, this Amendment No. 7 does not modify or amend any of the information previously reported on the Schedule 13D, as amended. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D, as amended.
Item 3.	Source and Amount of Funds or Other Consideration
	On March 16, 2026, the Reporting Person agreed to purchase an aggregate of 1,773,645 Ordinary Shares (represented by ADSs) of the Issuer from an unrelated party at a purchase price of USD 2.95 per share, for an aggregate purchase price of USD 5,232,252.75. The source of funding for the purchases was the working capital of the Reporting Person.
Item 4.	Purpose of Transaction
	The purpose of the Reporting Person's transactions in the Issuer's securities, including the transaction reported in this Amendment No. 7, is to have a controlling interest in the Issuer. The Reporting Person re-examines its investment in the Issuer on a continuing basis. Any actions the Reporting Person might undertake with respect to its investment may be made at any time and from time to time and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; and other factors and future developments. The Reporting Person may consider, explore and/or develop plans and/or formulate proposals with respect to its investment in the Issuer and propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Amendment No. 7, the Reporting Person beneficially owns 306,012,232 Ordinary Shares of the Issuer, representing 85.66% of the total outstanding Ordinary Shares.(1) (1) The percentage ownership is based on 357,225,200 Ordinary Shares, representing 321,382,906 Ordinary Shares as reported on the Issuer's Form 20-F filed with the SEC on April 30, 2025, plus 35,842,294 Ordinary Shares issued and outstanding as a result of the Issuer's Capital Increase, as reported on the Issuer's Form 6-K furnished to the SEC on December 29, 2025.
(b)	As of the date of this Amendment No. 7, the Reporting Person beneficially owns 306,012,232 Ordinary Shares of the Issuer, representing 85.66(1) of the total outstanding Ordinary Shares, as set forth below: Sole power to vote or direct the vote of: 306,012,232 Shared power to vote or to direct the vote of: 0 Sole power to dispose of or to direct the disposition of: 306,012,232 Shared power to dispose of or to direct the disposition of: 0 (1) The percentage ownership is based on 357,225,200 Ordinary Shares, representing 321,382,906 Ordinary Shares as reported on the Issuer's Form 20-F filed with the SEC on April 30, 2025, plus 35,842,294 Ordinary Shares issued and outstanding as a result of the Issuer's Capital Increase, as reported on the Issuer's Form 6-K furnished to the SEC on December 29, 2025.
(c)	The information set forth in Item 3 of this Amendment No. 7 is incorporated by reference into this Item 5(c).
(d)	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, any of the Ordinary Shares beneficially owned by the Reporting Person, other than as described herein.
(e)	Not applicable.

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.

Joint Stock Company Kaspi.kz

Signature:	/s/ Mikheil Lomtadze
Name/Title:	Mikheil Lomtadze/Chief Executive Officer
Date:	03/18/2026

FAQ

Who is the major shareholder of D-MARKET (HEPS) disclosed in this filing?

Joint Stock Company Kaspi.kz is the major shareholder of D-MARKET (HEPS). It reports beneficial ownership of 306,012,232 Ordinary Shares, representing 85.66% of the Issuer’s 357,225,200 Ordinary Shares outstanding as referenced in the filing.

How many HEPS shares did Kaspi.kz agree to purchase and at what price?

Kaspi.kz agreed to purchase 1,773,645 HEPS Ordinary Shares. The shares, represented by ADSs, were bought from an unrelated party at a price of USD 2.95 per share, for an aggregate purchase price of USD 5,232,252.75, funded from Kaspi.kz’s working capital.

What percentage of D-MARKET (HEPS) does Kaspi.kz now own?

Kaspi.kz now beneficially owns 85.66% of D-MARKET’s Ordinary Shares. This corresponds to 306,012,232 Ordinary Shares out of 357,225,200 Ordinary Shares outstanding, based on figures from the Issuer’s prior Form 20-F and Form 6-K.

What is Kaspi.kz’s stated purpose for its investment in HEPS?

Kaspi.kz’s stated purpose is to have a controlling interest in HEPS. It reviews its investment on an ongoing basis and may consider or propose various strategic actions described under Item 4(a)-(j), depending on business performance, market conditions, and other factors.

How was the ownership percentage of Kaspi.kz in HEPS calculated?

The ownership percentage is based on 357,225,200 HEPS Ordinary Shares outstanding. This total combines 321,382,906 shares from the Issuer’s Form 20-F and 35,842,294 additional shares issued in a capital increase reported on the Issuer’s Form 6-K.

Does any other party share voting or dispositive power over Kaspi.kz’s HEPS shares?

No shared power is reported over Kaspi.kz’s HEPS holdings. The filing shows sole power to vote or direct the vote over 306,012,232 shares and sole power to dispose or direct the disposition of the same number, with zero shared voting or dispositive power.