Kaspi.kz boosts D-MARKET (NASDAQ: HEPS) ownership stake to 86.74%

Rhea-AI Filing Summary

Joint Stock Company Kaspi.kz has updated its ownership disclosure for D-MARKET Electronic Services & Trading. In May and June 2026, it bought 1,885,027 and 1,968,787 Ordinary Shares, respectively, at prices of USD 2.87 and USD 2.89 per share, for total consideration of about USD 11.1 million from unrelated parties.

These purchases, funded from Kaspi.kz’s working capital, add roughly 1% of D-MARKET’s Ordinary Shares and increase its already dominant stake. Kaspi.kz now beneficially owns 309,866,046 Ordinary Shares, representing 86.74% of D-MARKET’s 357,225,200 Ordinary Shares outstanding as of April 30, 2026, with sole voting and dispositive power over this stake.

Key Figures

June 8, 2026 purchase: 1,885,027 shares at USD 2.87 May 18, 2026 purchase: 1,968,787 shares at USD 2.89 Aggregate June purchase price: USD 5,410,027.49 +5 more

8 metrics

June 8, 2026 purchase 1,885,027 shares at USD 2.87 Ordinary Shares (ADSs) bought from an unrelated party

May 18, 2026 purchase 1,968,787 shares at USD 2.89 Ordinary Shares (ADSs) bought from an unrelated party

Aggregate June purchase price USD 5,410,027.49 Consideration for 1,885,027 shares on June 8, 2026

Aggregate May purchase price USD 5,689,794.43 Consideration for 1,968,787 shares on May 18, 2026

Total beneficial ownership 309,866,046 Ordinary Shares Kaspi.kz holdings as of Amendment No. 8

Ownership percentage 86.74% Of 357,225,200 Ordinary Shares outstanding as of April 30, 2026

Shares outstanding baseline 357,225,200 Ordinary Shares Outstanding as of April 30, 2026 per Form 20-F

Sole voting power 309,866,046 shares Shares over which Kaspi.kz has sole voting authority

Key Terms

Schedule 13D, beneficially owns, American depositary shares, sole voting power, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

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.

beneficially owns financial

"the Reporting Person beneficially owns 309,866,046 Ordinary Shares of the Issuer, representing 86.74%..."

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.

American depositary shares financial

"including such Ordinary Shares as are represented by American depositary shares (the "ADSs"), with each ADS representing one Ordinary Share"

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.

sole voting power financial

"Sole power to vote or direct the vote of: 309,866,046"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

working capital financial

"The source of funding for the purchases 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.

substantial controlling interest financial

"The purpose of the Reporting Person's transactions... is to have a substantial controlling interest in the Issuer"

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

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Available on EDGAR 06/10/2026 - 11:56 AM Accepted by SEC EDGAR 06/10/2026 - 11:55 AM Learn about SEC filing dates

FAQ

How much of D-MARKET (HEPS) does Kaspi.kz now own?

Kaspi.kz now beneficially owns 309,866,046 Ordinary Shares of D-MARKET, representing 86.74% of the company’s outstanding Ordinary Shares based on 357,225,200 shares reported as of April 30, 2026.

What new D-MARKET (HEPS) share purchases did Kaspi.kz disclose?

Kaspi.kz disclosed two open-market purchases: 1,885,027 Ordinary Shares at USD 2.87 per share on June 8, 2026, and 1,968,787 shares at USD 2.89 per share on May 18, 2026, from unrelated parties.

What total amount did Kaspi.kz spend on recent HEPS share purchases?

Kaspi.kz spent USD 5,410,027.49 on the June 8, 2026 purchase and USD 5,689,794.43 on the May 18, 2026 transaction, for a combined aggregate purchase price of approximately USD 11.1 million.

How significant are Kaspi.kz’s new HEPS share purchases relative to D-MARKET?

Together, the newly acquired shares represent an acquisition of approximately 1% of D-MARKET’s total Ordinary Shares outstanding. This adds to Kaspi.kz’s previously disclosed controlling stake in the company.

What is Kaspi.kz’s stated purpose for increasing its HEPS stake?

Kaspi.kz states its purpose is to maintain a substantial controlling interest in D-MARKET and to increase that interest if and when appropriate. It reviews its investment on an ongoing basis and may consider various strategic actions.

How is Kaspi.kz’s voting power over D-MARKET (HEPS) structured?

Kaspi.kz reports sole voting power and sole dispositive power over 309,866,046 Ordinary Shares, with no shared voting or dispositive power. No other person is known to have rights to dividends or sale proceeds from these shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

D-MARKET Electronic Services & Trading

(Name of Issuer)

Ordinary Shares, nominal value TRY 0.20 per share

(Title of Class of Securities)

23292B104

(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)

06/08/2026

(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): 23292B104

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 309,866,046.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 309,866,046.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

309,866,046.00

12

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

13

Percent of class represented by amount in Row (11)

86.74 %

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. 8 (this "Amendment No. 8") 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 November13, 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"); and Amendment No. 7 to the Schedule 13D filed on March 18, 2026 ("Amendment No. 7" and, together with the Schedule 13D and Amendment Nos. 1, 2, 3, 4, 5, 6 and 7, 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. 8 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 June 8, 2026, the Reporting Person purchased 1,885,027 Ordinary Shares (represented by ADSs) of the Issuer from an unrelated party at a purchase price of USD 2.87 per share, for an aggregate purchase price of USD 5,410,027.49. On May 18, 2026, the Reporting Person purchased 1,968,787 Ordinary Shares (represented by ADSs) of the Issuer from an unrelated party at a purchase price of USD 2.89 per share, for an aggregate purchase price of USD 5,689,794.43. Together, these purchases represent an acquisition of approximately 1% of the Issuer's total Ordinary Shares outstanding. 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. 8, is to have a substantial controlling interest in the Issuer and to increase that interest if and when appropriate. 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 price levels of the Issuer's securities; general market, industry and economic conditions; and other factors and future developments. The Reporting Person considers regularly and may 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. 8, the Reporting Person beneficially owns 309,866,046 Ordinary Shares of the Issuer, representing 86.74% of the total outstanding Ordinary Shares.(1) (1) The percentage ownership is based on 357,225,200 Ordinary Shares as of April 30, 2026, as reported on the Issuer's Form 20-F filed with the SEC on April 30, 2026.
(b)	As of the date of this Amendment No. 8, the Reporting Person beneficially owns 309,866,046 Ordinary Shares of the Issuer, representing 86.74%(1) of the total outstanding Ordinary Shares, as set forth below: Sole power to vote or direct the vote of: 309,866,046 Shared power to vote or to direct the vote of: 0 Sole power to dispose of or to direct the disposition of: 309,866,046 Shared power to dispose of or to direct the disposition of: 0 (1) The percentage ownership is based on 357,225,200 Ordinary Shares as of April 30, 2026, as reported on the Issuer's Form 20-F filed with the SEC on April 30, 2026.
(c)	The information set forth in Item 3 of this Amendment No. 8 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:	06/10/2026