Kaspi.kz ups D-MARKET stake to 93.5% via ADS buy

Kaspi.kz discloses a 93.51% beneficial ownership stake in D-MARKET (HEPS) after a September 2026 ADS purchase funded from its working capital.

Rhea-AI Filing Summary

D-MARKET Electronic Services & Trading (HEPS) has an updated major-shareholder disclosure showing that Joint Stock Company Kaspi.kz now beneficially owns 400,841,947 Ordinary Shares, representing 93.51% of D-MARKET’s 428,653,700 Ordinary Shares outstanding as of September 8, 2026.

On September 14, 2026, Kaspi.kz acquired 19,547,401 American depositary shares (each representing one Ordinary Share) from VR Global Partners, L.P. at USD 2.95 per ADS, for an aggregate purchase price of USD 57,664,832.95, funded from Kaspi.kz’s working capital. Kaspi.kz holds sole voting and dispositive power over all 400,841,947 Ordinary Shares.

Key Figures

Ordinary Shares beneficially owned by Kaspi.kz: 400,841,947 shares Ownership percentage: 93.51% Ordinary Shares outstanding: 428,653,700 shares +3 more

6 metrics

Ordinary Shares beneficially owned by Kaspi.kz 400,841,947 shares Beneficial ownership as of Amendment No. 10

Ownership percentage 93.51% Portion of 428,653,700 Ordinary Shares outstanding as of September 8, 2026

Ordinary Shares outstanding 428,653,700 shares Shares outstanding as of September 8, 2026, used for ownership calculation

ADSs acquired from VR Global Partners 19,547,401 ADSs Acquired on September 14, 2026 under VR Purchase Agreement

Purchase price per ADS USD 2.95 per ADS Price paid by Kaspi.kz for each D-MARKET ADS

Aggregate purchase price USD 57,664,832.95 Total consideration for 19,547,401 ADSs

Key Terms

American depositary shares, beneficially owns, working capital, Nasdaq Global Select Market, +1 more

5 terms

American depositary shares financial

"including such Ordinary Shares as are represented by American depositary shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

beneficially owns financial

"As of the date of this Amendment No. 10, the Reporting Person beneficially owns"

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.

working capital financial

"The source of funding for the acquisition was the working capital of the Reporting Person"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

Nasdaq Global Select Market market

"which are listed on the Nasdaq Global Select Market under the symbol "HEPS.""

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

Schedule 13D regulatory

"amends and supplements the originally filed on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

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

What ownership stake does Kaspi.kz report in D-MARKET (HEPS) in this Schedule 13D/A?

Kaspi.kz reports that it beneficially owns 400,841,947 Ordinary Shares of D-MARKET, representing 93.51% of the 428,653,700 Ordinary Shares outstanding as of September 8, 2026.

What transaction did Kaspi.kz complete involving HEPS ADSs on September 14, 2026?

On September 14, 2026, Kaspi.kz acquired 19,547,401 ADSs of D-MARKET from VR Global Partners, L.P. at USD 2.95 per ADS, for an aggregate purchase price of USD 57,664,832.95, under a VR Purchase Agreement dated September 10, 2026.

How was the September 2026 HEPS ADS acquisition by Kaspi.kz funded?

Kaspi.kz states that the acquisition of 19,547,401 ADSs of D-MARKET was funded from the working capital of the reporting person, Joint Stock Company Kaspi.kz.

What level of voting and dispositive power does Kaspi.kz hold over HEPS shares?

Kaspi.kz reports sole power to vote and dispose of 400,841,947 Ordinary Shares of D-MARKET, and no shared voting or dispositive power over any Ordinary Shares.

How many D-MARKET (HEPS) Ordinary Shares were outstanding for the ownership calculation?

The reported 93.51% ownership stake is based on 428,653,700 Ordinary Shares of D-MARKET outstanding as of September 8, 2026.

Are D-MARKET Ordinary Shares represented by ADSs in this filing?

Yes. The filing states that D-MARKET’s Ordinary Shares are represented by American depositary shares (ADSs), with each ADS representing one Ordinary Share, and that the ADSs are listed on the Nasdaq Global Select Market under the symbol HEPS.

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

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Available on EDGAR 09/15/2026 - 07:00 AM Accepted by SEC EDGAR 09/15/2026 - 07:00 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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: Nicholas P. Pellicani
Debevoise & Plimpton LLP, The Northcliffe, 28 Tudor Street
London, X0, EC4Y 0AY
44 20 7786 9140

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

09/14/2026

(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 400,841,947.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 400,841,947.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

400,841,947.00

12

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

13

Percent of class represented by amount in Row (11)

93.51 %

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. 10 (this "Amendment No. 10") 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 on July 30, 2025 ("Amendment No. 1"); Amendment No. 2 to the Schedule 13D filed on November 13, 2025 ("Amendment No. 2"); Amendment No. 3 to the Schedule 13D filed on November 18, 2025 ("Amendment No. 3"); Amendment No. 4 to the Schedule 13D filed on December 5, 2025; Amendment No. 5 to the Schedule 13D filed on December 29, 2025 ("Amendment No. 5"); Amendment No. 6 to the Schedule 13D filed on January 7, 2026 ("Amendment No. 6"); Amendment No. 7 to the Schedule 13D filed on March 18, 2026 ("Amendment No. 7"); Amendment No. 8 to the Schedule 13D filed on June 10, 2026; and Amendment No. 9 to the Schedule 13D filed on September 10, 2026 ("Amendment No. 9" and, together with the Schedule 13D and Amendment Nos. 1, 2, 3, 4, 5, 6, 7 and 8, 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. 10 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
	The disclosure in Item 3 of the Schedule 13D, as amended, is hereby supplemented by adding the following: On September 14, 2026, the Reporting Person acquired from VR Global Partners, L.P. 19,547,401 ADSs representing 19,547,401 Ordinary Shares of the Issuer at a purchase price of USD 2.95 per ADS, for an aggregate purchase price of USD 57,664,832.95, pursuant to the VR Purchase Agreement entered into on September 10, 2026. The source of funding for the acquisition was the working capital of the Reporting Person.
Item 4.	Purpose of Transaction
	The disclosure in Item 4 of the Schedule 13D, as amended, is hereby supplemented by adding the following: The information set forth in Item 3 of this Amendment No. 10 is incorporated by reference into this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The disclosure in Item 5 of the Schedule 13D, as amended, is hereby amended and restated as follows: As of the date of this Amendment No. 10, the Reporting Person beneficially owns 400,841,947 Ordinary Shares of the Issuer, representing 93.51% of the total outstanding Ordinary Shares.(1) (1) The percentage ownership is based on 428,653,700 Ordinary Shares outstanding as of September 8, 2026.
(b)	As of the date of this Amendment No. 10, the Reporting Person beneficially owns 400,841,947 Ordinary Shares of the Issuer, representing 93.51%(1) of the total outstanding Ordinary Shares, as set forth below: Sole power to vote or direct the vote of: 400,841,947 Shared power to vote or to direct the vote of: 0 Sole power to dispose of or to direct the disposition of: 400,841,947 Shared power to dispose of or to direct the disposition of: 0 (1) The percentage ownership is based on 428,653,700 Ordinary Shares outstanding as of September 8, 2026.
(c)	The information set forth in Item 3 of this Amendment No. 10 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:	09/15/2026