Freedom Holding CEO Plans To Use His Shares To Pay For $300 Million Private Deal
Timur R. Turlov and his private holding company would owe cash if the seller's stock sales fall short.
Freedom Holding, whose subsidiaries run brokerage, banking and insurance businesses, would supply the shares its chief executive, Timur R. Turlov, plans to use from his personal holdings for a $300 million private acquisition. His amended SEC ownership disclosure filed Monday describes a settlement in which the seller would resell those shares, while Turlov and his private holding company would cover any cash shortfall.
A Private Purchase, Personal Shares
Turlov Private Holding agreed Thursday to preliminary terms with Bakhtiyar Ospanov to buy at least 51% of Ak Zhayik Capital, a Kazakhstan partnership. Turlov owns 99.9999% of the buyer; Freedom Holding itself is not the purchaser.
Ak Zhayik Capital owns 99% of Grain Consortium of Kazakhstan, giving the proposed buyer an indirect stake in the target group. The agreement envisages Kokzhiyek Fund LP holding no more than 49% of the partnership after a debt restructuring.
Turlov, also Freedom Holding's board chairman, reported 41,405,112 shares, approximately 64.91% of its common-stock class, with sole voting and disposal authority. He reported no additional share purchases since his September 18, 2026 amendment. His original ownership disclosure dates to December 2, 2015.
The Seller Must Receive Cash
Under the preliminary payment terms, Ospanov must receive at least $270 million by December 31, 2026, and the remaining $30 million by March 31, 2027. Transferring stock alone would not settle the debt: Turlov and the buyer would remain responsible for the money, even if the shares have not sold.
Each transfer's share count would equal the relevant payment amount divided by Nasdaq's volume-weighted average price over the preceding 20 trading days, then multiplied by 1.15. The agreement describes that multiplier as protection against price changes and selling costs.
Ospanov could sell personally or through an entity he controls. Using that entity would proportionately extend cash-receipt deadlines for the time needed to move the shares and money. Sales would stop once the full purchase price was received, apart from irrevocable trades already agreed.
Two Transfers Before The Closing Deadline
The first transfer deadline is November 23, 2026; the second is March 5, 2027. Transfers must occur during Turlov's permitted trading windows. The terms set April 10, 2027 as the deadline for transferring ownership of the partnership stake.
Most preliminary provisions are nonbinding. The share-transfer and cash-payment commitments are binding, but performance cannot begin until definitive agreements take effect.
Freedom Holding's main market is Kazakhstan, with customers elsewhere in Europe, Asia and North America. Its subsidiaries also operate payment processing, e-commerce and ticket-sales businesses, alongside early-stage telecommunications and media operations. As of March 31, 2026, it had 858,000 retail brokerage accounts and about 5.0 million banking customers.
The proposed settlement puts Turlov's existing Freedom Holding shares into the seller's hands for resale, while leaving Turlov and his private buyer responsible for delivering the full $300 million in cash.
Sources
- SCHEDULE 13D/A — Turlov Timur R re: Freedom Holding Corp. (FRHC) — SEC EDGAR
- SCHEDULE 13D/A Exhibit 99.1 — HEADS OF TERMS, DATED NOVEMBER 5, 2026 — SEC EDGAR
