Freedom Holding Corp. Eyes Kazakhstan Stock Offering in Bold Move

NEW YORK, NY – April 09, 2026 – Freedom Holding Corp., a Nasdaq-listed financial technology group with deep roots in Central Asia, has announced it is considering a common stock offering in Kazakhstan. The move signals a strategic doubling-down on a market that is not only home to its corporate headquarters but also serves as the nerve center for its sprawling digital ecosystem.

The potential offering would be conducted outside the United States under Regulation S of the Securities Act of 1933. This specific regulatory pathway allows foreign and U.S. companies to raise capital from international investors without undergoing the full, costly registration process with the U.S. Securities and Exchange Commission (SEC). In its announcement, the company was careful to note that the plan is still under consideration and that the securities would not be offered or sold in the United States.

While the announcement itself was concise, the implications are significant. For a U.S.-listed company, a local stock offering in an emerging market like Kazakhstan is a calculated maneuver aimed at diversifying its investor base, raising local currency capital for regional expansion, and cementing its brand in a highly competitive landscape.

Deep Roots in the Kazakh Market

Freedom Holding Corp. (Nasdaq: FRHC) is no stranger to Kazakhstan. The country is the cornerstone of its international operations, with its headquarters located in Almaty and a workforce of thousands. The company's strategy revolves around its “Freedom SuperApp,” an integrated platform designed to serve as a one-stop shop for banking, brokerage, insurance, and even telecommunications and media services for the Kazakh population.

FRHC’s presence is substantial and multifaceted. Its subsidiary, Freedom Bank Kazakhstan, acquired in 2020, has rapidly ascended the ranks to become one of the top 8 banks in the country by asset size. It has been a dominant force in digital lending, capturing an estimated 58% market share in online mortgages in 2022. The bank recently received a Ba3 rating with a stable outlook from Moody's, a testament to its growing financial stability.

On the investment front, its brokerage arm, Freedom Finance JSC, is a major player on both the Kazakhstan Stock Exchange (KASE) and the Astana International Exchange (AIX). It serves as an official market maker for over 100 securities and has been instrumental in bringing shares of global giants like Apple and Microsoft to local investors. Another subsidiary, Freedom Finance Global, recently became the first full member of the International Capital Market Association (ICMA) in Central Asia, further bridging the gap between local and global financial markets.

This extensive operational footprint, which the company states serves over a quarter of Kazakhstan's population, provides a powerful rationale for raising capital locally. A Kazakh stock offering would allow the company to tap into a pool of domestic investors who are already customers and are intimately familiar with its brand and services.

The Regulation S Playbook

Choosing to pursue an offering under Regulation S is a key part of the strategy. This legal framework is designed specifically for offshore securities offerings. By using it, Freedom Holding can target investors in Kazakhstan and other international markets without triggering the extensive disclosure and registration requirements of the SEC that apply to domestic U.S. offerings.

There are two primary conditions for a Regulation S offering: the sale must be an “offshore transaction,” and there can be no “directed selling efforts” in the United States. This means the company cannot market the offering to U.S. persons. For investors, securities purchased under Regulation S are considered “restricted,” meaning they cannot be immediately resold into the U.S. market, a measure designed to prevent the rule from being used as a backdoor to bypass U.S. registration.

For Freedom Holding, the benefits are clear. It gains access to a new capital pool to fund its ambitious growth plans in Kazakhstan and the broader Central Asian region, which has a collective population of over 80 million. It also allows the company to structure the offering in a way that is tailored to the expectations and regulatory environment of the local market, providing greater flexibility than a U.S.-registered follow-on offering might allow.

A Bet on Central Asia's Digital Future

The potential offering is more than a capital-raising exercise; it is a vote of confidence in Kazakhstan's economic trajectory and its burgeoning capital markets. The country boasts two modern exchanges, KASE and the AIX, the latter of which operates under a framework based on English common law to attract international participation. This dual-exchange system provides a robust infrastructure for such an offering.

Furthermore, Kazakhstan is a fertile ground for fintech innovation. With over 80% of the population using mobile banking and cashless payments accounting for the vast majority of transactions, the market is primed for digital-first financial services. Freedom Holding's SuperApp strategy is designed to capitalize on this trend, competing directly with other local giants like Kaspi.kz.

A successful local listing would enhance Freedom Holding's brand visibility and solidify its identity as a quasi-domestic champion with the backing of an international listing on Nasdaq. It would offer Kazakh investors a unique opportunity to directly own a piece of a major technology player in their own economy, potentially boosting liquidity and interest in the local stock market as a whole.

Navigating Opportunity and Risk

Despite the strategic advantages, the path is not without challenges. The press release itself contained forward-looking statements, underscoring the inherent uncertainty of whether the offering will proceed and what its ultimate outcome might be. The company faces intense competition from established local ecosystems that already have strong network effects.

Moreover, recent economic data from the company's own Purchasing Managers' Index (PMI) reports for Kazakhstan have shown contractions in the services and manufacturing sectors, suggesting a potentially challenging demand environment. Emerging markets are also prone to greater currency volatility, and fluctuations in the Kazakhstani Tenge could impact the company's U.S. dollar-denominated financial results.

Navigating the complexities of both U.S. and Kazakh securities laws requires meticulous legal and compliance oversight. The company must strictly adhere to the rules of Regulation S to avoid running afoul of U.S. regulators while simultaneously meeting all the requirements of the local Kazakh exchange. The success of this potential offering will depend on balancing the immense opportunity in Central Asia's digital economy with the financial, regulatory, and geopolitical risks inherent in such a cross-border venture.