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10-K2026-06-01· merged:deepseek-v4-flash

FRHC · Freedom Holding Corp.

0000924805-26-000012

SEC filing

Summary

Revenue grew 9% to $2.19B, net income doubled to $153M, driven by trading gains and margin lending growth.

Key takeaways

Full analysis

Business

Company Overview

Freedom Holding Corp. is a Nevada holding company that, through its subsidiaries, provides a wide range of financial services including securities brokerage, banking, insurance, and other digital ecosystem services. The company's primary market is Kazakhstan, where it has built an integrated platform combining financial products with lifestyle services. As of March 31, 2026, the company had 11,846 employees and served over 5 million banking customers, 858,000 brokerage customers, and over 1 million insurance customers.

Reporting Segments

The company reports in four segments: Brokerage, Banking, Insurance, and Other. The Brokerage segment includes retail brokerage, investment banking, margin lending, and market making, operating 32 offices. The Banking segment, primarily through Freedom Bank KZ and Freedom Bank TJ, offers digital banking services including deposits, loans, and card products. The Insurance segment includes life insurance (Freedom Life) and general insurance (Freedom Insurance) in Kazakhstan. The Other segment encompasses payment processing, e-commerce, ticketing, and developmental businesses like telecommunications and media. For fiscal 2026, the Other segment contributed $172.8 million, or 8% of total revenue.

Products & Platforms

The company's ecosystem is anchored by the Freedom SuperApp, an all-in-one financial platform offering banking, payments, insurance, and lifestyle services, which reached 5.2 million registered users by March 2026. Other key products include the Tradernet trading platform, multi-currency debit cards (SuperCard, Invest Card, Power Card, Premium Deposit Card), and Freedom Business for SMEs. The company is also developing Freedom Telecom, Freedom Media, and Freedom Cloud as part of its digital expansion.

Go-To-Market & Customers

Freedom Holding Corp. distributes its services through digital channels (SuperApp, Tradernet), a network of 230 offices (including 32 brokerage, 63 insurance, and 9 banking offices), call centers, and marketing events. No single customer accounts for a material portion of revenue. The company serves retail and institutional customers across 22 countries, with a strong focus on Central Asia.

Competition

The company faces intense competition in each segment. In Kazakh brokerage, competitors include Halyk Finance, BCC Invest, and Teniz Capital; in banking, Halyk Bank, Kaspi Bank, and Bank CenterCredit; in insurance, Halyk-Life, Eurasia Insurance, and others. Internationally, the company competes with eToro and Interactive Brokers in Europe, and with boutique investment banks in the US. In telecommunications and media, competitors include Kazakhtelecom, Tele2/Altel, and Beeline Kazakhstan.

Strategy

The company's strategic priorities are: (1) regional and global expansion by building a cross-border banking and brokerage network; (2) AI and data-driven ecosystem development to anticipate customer needs and personalize services; and (3) governance and regulatory focus with centralized compliance and automated screening. The company also plans to develop a large-scale AI data center in Kazakhstan in partnership with NVIDIA, subject to feasibility and financing.

Human Capital

As of March 31, 2026, Freedom Holding Corp. employed 11,846 individuals (11,627 full-time, 219 part-time) across 22 countries. The workforce is predominantly in Central Asia (10,830), with smaller numbers in Europe (334), Middle East (627), and the USA (55). The company emphasizes talent attraction, development, and retention, with a focus on technology, data, and compliance skills. Compensation includes base salary, performance-based incentives, and long-term equity awards, overseen by a Compensation Committee.

Period Performance

Period Performance

Freedom Holding Corp. reported total revenue net of $2,191.3 million for fiscal 2026, a 9% increase from $2,004.2 million in fiscal 2025. The growth was primarily driven by a $216.6 million swing in net gain on trading securities from a loss of $57.8 million to a gain of $158.8 million, reflecting realized gains from Kazakh corporate debt sales. Interest income rose 2% to $882.5 million on higher margin loans and loan portfolio growth, partially offset by lower trading securities interest due to a strategic portfolio reduction. Net insurance revenue declined 29% to $402.4 million due to regulatory caps on agent commissions. Net gain on derivatives jumped 438% to $66.8 million, mainly from positive revaluation of currency swaps at Freedom Bank KZ.

Total expense increased 3% to $1,965.3 million, with payroll and bonuses up 48% to $426.5 million due to headcount expansion, partially offset by a 37% decline in fee and commission expense from lower agency fees. Interest expense decreased 9% to $489.0 million as lower repurchase agreement costs offset higher deposit interest. Net income before tax doubled to $226.0 million, and net income increased 101% to $153.3 million.

Segment Dynamics

All segments saw revenue growth except Insurance. Brokerage revenue rose 16% to $831.5 million on higher fee and commission income (up $72.5 million) and interest income (up $44.6 million). Insurance revenue fell 22% to $497.8 million, driven by the $168.8 million decline in net insurance revenue. Banking revenue grew 36% to $689.2 million, led by a $191.6 million increase in net gain on trading securities and $59.6 million higher FX gains. Other segment revenue increased 20% to $172.8 million, driven by telecom and e-commerce expansion. Segment profitability varied: Brokerage operating income was $456.2 million (54.8% margin), Insurance $30.0 million (6.0%), Banking $102.0 million (14.8%), while Other posted an operating loss of $362.3 million due to startup costs in telecom and media.

Forward View

Management's forward-looking statements highlight continued expansion into telecom and media in Kazakhstan, with capital expenditures expected to be significant. The company plans to finance these investments through a combination of internal funds and debt, including a $200 million bond placement for Freedom Telecom. Additionally, the company is entering the Turkish market through the acquisition of Turkish Bank A.S. and plans to establish a brokerage presence. Regulatory changes, such as the insurance commission cap, are expected to continue impacting insurance results. The company anticipates that new businesses will remain loss-making before reaching profitability within several years. No specific numeric guidance was provided for fiscal 2027.

Notes & Operating Detail

Balance Sheet & Liquidity

As of March 31, 2026, Freedom Holding Corp. reported total assets of $13.2B, an increase from $9.9B a year earlier. Cash and cash equivalents totaled $966.1M (up from $837.3M), and restricted cash reached $1.25B (up from $807.5M). Investment securities grew to $3.34B from $2.81B, driven by increased trading and available-for-sale holdings. The company's primary debt liability, debt securities issued, was $1.26B (up from $469.6M), reflecting new issuances during the year. Shareholders' equity rose to $1.49B from $1.22B, supported by net income of $153.3M and comprehensive income of $196.8M, partly offset by currency translation adjustments.

Commitments & Contractual Obligations

The Notes section does not disclose detailed purchase commitments or contractual obligations beyond the balance sheet liabilities. Note 29 (Commitments and Contingent Liabilities) is referenced but not included in the excerpt. The main contingent liability disclosed is a Wells Notice from the SEC, for which management cannot reasonably estimate a loss.

Capital Allocation (buybacks, dividends, debt, capex)

No explicit capital allocation activities such as share buybacks, dividends, or capex details are provided in the Notes beyond the financial statements. The statements of shareholders' equity show stock compensation expense of $68.0M but no treasury stock transactions. Debt securities issued increased by $791.6M net from $469.6M to $1.26B, indicating significant financing activity.

Segment / Geographic Mix (if disclosed at note level)

The Notes describe the company's reportable segments as Brokerage, Banking, Insurance, and Other, but do not provide segment financial data (revenue, operating income) in the excerpt. The segment information note is referenced but the detailed tables are not included in the provided text. Therefore, no segment-level figures are available for extraction.

Risk Factors

Regulatory & Geopolitical

Freedom Holding faces significant regulatory risk from the ongoing SEC investigation, which escalated with a Wells Notice in March 2026. This could lead to civil enforcement action, monetary penalties, and reputational damage. Geopolitical exposures include the Russia-Ukraine conflict (secondary sanctions risk, limited exposure to Russian customers) and the Iran conflict (disruption to oil transit via Strait of Hormuz, volatility in energy markets). Kazakhstan’s economy is vulnerable to external shocks, with heavy reliance on oil exports via the Caspian Pipeline Consortium (CPC), which has been attacked.

Financial & Operational

Customer concentration is a major risk: 71% of fee and commission income came from one institutional market maker customer in fiscal 2026. The AI data center project with NVIDIA involves a potential $2B investment, subject to feasibility, financing, supply chain (GPU export controls), and construction risks. The company also faces credit risk from its $4.7B margin loan portfolio and $581M mortgage loans, with potential losses from borrower defaults. Inflation in Kazakhstan (11% in March 2026) pressures costs and consumer spending.

Technology & Cybersecurity

The company relies heavily on its proprietary Tradernet platform and centralized IT infrastructure. Cybersecurity risks are elevated due to large volumes of sensitive data and evolving threats like AI-based attacks. Past incidents were contained, but a major breach could disrupt operations and lead to regulatory penalties. The company also faces risks from third-party service providers, legacy systems, and rapid technological change.

Corporate & Internal Controls

Past material weaknesses in internal control over financial reporting have been identified. Failure to maintain effective controls could result in misstatements and loss of investor confidence. Related party transactions, particularly with entities controlled by CEO Timur Turlov, present conflicts of interest and regulatory scrutiny.

Cash Flow Quality

Cash Flow Quality

The document excerpt contains the auditor's report and index. The actual cash flow statement is referenced on page 109 but not included in the provided text. Therefore, no cash flow data can be extracted. No analysis of CFO, capex, or FCF is possible.