# Freedom Holding Corp. (FRHC)

Informational only - not investment advice.

CIK: 0000924805
SIC: 6211 Security Brokers, Dealers & Flotation Companies
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Security And Commodity Brokers, Dealers, Exchanges, And Services](/major-group/62/) > [SIC 6211 Security Brokers, Dealers & Flotation Companies](/industry/6211/)
Latest 10-K filed: 2026-06-01
SEC page: https://www.sec.gov/edgar/browse/?CIK=924805
Filing source: https://www.sec.gov/Archives/edgar/data/924805/000092480526000012/frhc-20260331.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 2191291000 | USD | 2026 | 2026-06-01 |
| Net income | 153328000 | USD | 2026 | 2026-06-01 |
| Assets | 13155239000 | USD | 2026 | 2026-06-01 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000924805.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  |  | 55,224,000 | 74,285,000 | 83,393,000 | 346,883,000 | 689,790,000 | 799,141,000 | 1,647,256,000 | 2,004,155,000 | 2,191,291,000 |
| Net income |  |  | -578,139 | 19,233,000 | 7,147,000 | 24,837,000 | 149,650,000 | 227,494,000 | 205,140,000 | 379,107,000 | 76,287,000 | 153,328,000 |
| Diluted EPS |  |  |  |  |  | 0.43 | 2.56 | 3.84 | 3.45 | 6.39 | 1.26 | 2.51 |
| Operating cash flow | 40,201 | -538,629 | -369,141 |  |  | 82,622,000 | 529,397,000 | -406,365,000 | -951,683,000 | -1,064,362,000 | 1,681,058,000 | 185,221,000 |
| Capital expenditures |  |  | 0.00 | 1,980,000 | 4,987,000 | 1,996,000 | 1,518,000 | 5,623,000 | 38,542,000 | 36,735,000 | 80,902,000 | 198,766,000 |
| Assets |  |  | 8,586,653 | 330,086,000 | 350,911,000 | 453,523,000 | 2,100,322,000 | 3,230,347,000 | 5,084,558,000 | 8,301,930,000 | 9,915,117,000 | 13,155,239,000 |
| Liabilities |  | 8,583,895 |  | 214,986,000 | 233,314,000 | 324,486,000 | 1,824,651,000 | 2,683,739,000 | 4,313,822,000 | 7,134,972,000 | 8,690,553,000 | 11,665,960,000 |
| Stockholders' equity |  |  | 43,887,000 | 127,032,000 | 117,597,000 | 129,037,000 | 277,312,000 | 553,603,000 | 777,285,000 | 1,163,650,000 | 1,224,447,000 | 1,489,279,000 |
| Cash and cash equivalents |  |  | 8,584,103 | 65,731,000 | 49,960,000 | 11,242,000 | 168,804,000 | 225,464,000 | 581,417,000 | 545,084,000 | 837,302,000 | 966,115,000 |
| Free cash flow |  |  | -369,141 |  |  | 80,626,000 | 527,879,000 | -411,988,000 | -990,225,000 | -1,101,097,000 | 1,600,156,000 | -13,545,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  |  |  | 34.83% | 9.62% | 29.78% | 43.14% | 32.98% | 25.67% | 23.01% | 3.81% | 7.00% |
| Return on equity |  |  | -1.32% | 15.14% | 6.08% | 19.25% | 53.96% | 41.09% | 26.39% | 32.58% | 6.23% | 10.30% |
| Return on assets |  |  | -6.73% | 5.83% | 2.04% | 5.48% | 7.13% | 7.04% | 4.03% | 4.57% | 0.77% | 1.17% |
| Liabilities / equity |  |  |  | 1.69 | 1.98 | 2.51 | 6.58 | 4.85 | 5.55 | 6.13 | 7.10 | 7.83 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000924805.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2023-Q1 | 2022-06-30 |  |  | 0.99 | reported discrete quarter |
| 2023-Q2 | 2022-09-30 |  |  | 0.44 | reported discrete quarter |
| 2023-Q3 | 2022-12-31 |  |  | 1.36 | reported discrete quarter |
| 2024-Q1 | 2023-06-30 | 316,210,000 | 68,102,000 | 1.15 | reported discrete quarter |
| 2024-Q2 | 2023-09-30 | 435,581,000 | 115,847,000 | 1.95 | reported discrete quarter |
| 2024-Q3 | 2023-12-31 | 418,634,000 | 96,368,000 | 1.63 | reported discrete quarter |
| 2024-Q4 | 2024-03-31 | 464,655,000 | 95,223,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2024-06-30 | 450,715,000 | 34,400,000 | 0.57 | reported discrete quarter |
| 2025-Q2 | 2024-09-30 | 580,900,000 | 114,658,000 | 1.89 | reported discrete quarter |
| 2025-Q3 | 2024-12-31 | 655,190,000 | 78,281,000 | 1.29 | reported discrete quarter |
| 2025-Q4 | 2025-03-31 | 363,722,000 | -142,689,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2025-06-30 | 533,423,000 | 30,396,000 | 0.50 | reported discrete quarter |
| 2026-Q2 | 2025-09-30 | 526,107,000 | 38,721,000 | 0.63 | reported discrete quarter |
| 2026-Q3 | 2025-12-31 | 628,621,000 | 76,235,000 | 1.25 | reported discrete quarter |
| 2026-Q4 | 2026-03-31 | 503,140,000 | 7,976,000 |  | derived Q4 = FY annual - nine-month YTD |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/924805/000092480526000006/frhc-20251231.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high
Filing date: 2026-02-09
Report date: 2025-12-31

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents management’s perspective on the financial condition and results of operations of Freedom Holding Corp. ("FRHC") and its consolidated subsidiaries. Except where the context otherwise requires or where otherwise indicated, references herein to the "Company," "Freedom," "we," "our," and "us" mean Freedom Holding Corp. together with its consolidated subsidiaries. References to a "fiscal year(s)" mean the 12-month periods ended March 31 for the referenced year. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this quarterly report on Form 10-Q, and it should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included in this quarterly report on Form 10-Q and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities Exchange Commission ("SEC") on June 13, 2025 (the "2025 Form 10-K").

Special Note About Forward-Looking Information

This quarterly report on Form 10-Q and any related discussions contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which involve substantial risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "intend," "likely," "may," "might," "mission," "plan," "potential," "predict," "project," "should," "strategy," "will," "would," and other similar expressions and their negatives. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements, other than statements of historical fact, included herein in this quarterly report on Form 10-Q are forward-looking statements within the meaning of Section 21E of the Exchange Act, including, without limitation, statements regarding aims, goals, and plans and objectives, including business mission and strategy, digital fintech ecosystem development, features and performance of our products and services, including Tradernet, Freedom SuperApp and Freedom Business mobile applications, our plans for expansion into telecommunication, media and other markets, expected capital expenditures and plans to finance such capital expenditures, the expected impact of changes in tax laws, credit loss exposure, credit ratings and outlook, the expected impact of new accounting pronouncements, prospects related to the Kazakhstan Sovereign AI Hub development, compliance, information security, acquisitions, payment of cash dividends on our common stock, treasury policy, statements with respect to legal proceedings, our plans for expanding our banking segment, and other non-historical statement.

Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties, many of which may be beyond our control. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and actual results could differ materially as a result of various factors. The following are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:

•economic, political, and regulatory conditions in the regions where we operate or in which we have customers;

•current and future conditions in the global financial markets, including fluctuations in interest rates and foreign currency exchange rates;

•trade policies of the U.S. and other countries trade policies, including the imposition of tariffs and retaliatory tariffs;

•the direct and indirect effects on our business stemming from Russia's large-scale military action against Ukraine;

•economic sanctions and countersanctions including those that limit movement of funds, restrict access to capital markets, block access to third party technologies and IT services or curtail our ability to service existing or potential new customers;

•the impact of legal and regulatory actions, investigations and disputes;

•the policies and actions of regulatory authorities in the jurisdictions in which we have operations, as well as the degree and pace of regulatory changes and new government initiatives generally;

•our ability to manage our growth effectively;

•our ability to complete planned acquisitions or successfully integrate businesses we acquire;

•our ability to successfully execute our strategy for entry into new business areas, including among others the telecommunications, media and health sectors in Kazakhstan;

•the availability of funds, or funds at reasonable rates, for use in our businesses, including for executing our growth strategy;

•the impact of competition, including downward pressures on fee and commissions;

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•our ability to meet regulatory capital adequacy or liquidity requirements, or prudential norms;

•our ability to protect or enforce our intellectual property rights in our brands or proprietary technology;

•our ability to retain key executives and recruit and retain personnel;

•the impact of rapid technological change, including incorporation of artificial intelligence (AI) technologies into products and processes;

•information technology, trading platform and other system failures, cybersecurity threats and other disruptions;

•market risks and fluctuations affecting the value of our proprietary investments;

•risks of non-performance by third parties with whom we have business relationships;

•the creditworthiness of our trading counterparties, and banking and brokerage customers;

•the impact of tax laws and regulations, and their changes, in any of the jurisdictions in which we operate;

•compliance with laws and regulations in each of the jurisdictions in which we operate, particularly those relating to the brokerage, banking and insurance industries;

•the impact of regional armed conflicts, and any possible escalation of such conflicts or contagion to neighboring countries or regions;

•unforeseen or catastrophic events, including the emergence of pandemics, terrorist attacks, extreme weather events or other natural disasters, political discord or armed conflict; and

•other factors discussed in this quarterly report, as well as in the 2025 Form 10-K, including those listed under Part I, Item 1A. "Risk Factors" of the 2025 Form 10-K.

Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

You should not place undue reliance on forward-looking statements. Forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management and apply only as of the date of this quarterly report or the respective dates of the documents from which they incorporate by reference. Neither we nor any other person assumes any responsibility for the accuracy or completeness of forward-looking statements. Further, except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, made by us or on our behalf, are also expressly qualified by these cautionary statements.

OVERVIEW

Our Business

Freedom Holding Corp. is organized under the laws of the State of Nevada and acts as a holding company for all of our subsidiaries. Our subsidiaries engage in a broad range of activities including securities brokerage, securities dealing for customers and for our own account, market making activities, investment research, investment counseling, retail and commercial banking, and insurance products. We also own several ancillary businesses and lifestyle solutions, which complement our core financial services businesses, including payment and information processing services, entertainment and travel ticketing services, e-commerce business, and telecommunications and media businesses in Kazakhstan that are in a developmental stage.

Our mission has always been to democratize access to financial markets for global customers. Our company was founded to provide access to the international capital markets for retail brokerage customers and has rapidly grown providing a world-class digital infrastructure that has led to innovative, integrated financial technologies that address customer needs in Kazakhstan, our home market, and dozens of other countries across Europe, Asia, and North America.

The main market of our operations is Kazakhstan. Our operating subsidiaries are located in Kazakhstan, Cyprus, the United States, the United Kingdom, Armenia, the United Arab Emirates, Uzbekistan, Kyrgyzstan, Tajikistan, Azerbaijan, Turkey, Bulgaria, Germany, Greece, Lithuania, The Netherlands, Spain and we also have a presence in Austria, France, Italy, and Poland. We divested our Russian subsidiaries in February 2023. Our subsidiaries in the United States include an SEC- and FINRA-registered broker dealer. As of December 31, 2025, we had 11,311 employees and 233 offices (of which 36 offered brokerage services, 61 offered insurance services, 39 offered banking services and 97 offered other financial and non-financial services).

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During the first quarter of fiscal 2026, the Company's common stock was included in the Russell 3000® Index.

Products and Services

Our business is organized into four segments: Brokerage, Banking, Insurance, and Other. Additional information regarding our segments can be found in the narrative and tabular descriptions of segments and operating results under "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Item 2 of this quarterly report and Note 24 "Segment Reporting" in the notes to our condensed consolidated financial statements included in Item 1 of this quarterly report.

Our Brokerage segment primarily focuses on retail brokerage and broader investment banking services. Our Banking segment encompasses lending, deposit services, payment card services, money transfers, and correspondent accounts, supporting both individual and corporate customers with innovative digital financial solutions. Our Insurance segment offers life and general insurance services. Our Other segment includes payment processing services, e-commerce, online ticket sales, and new business areas including telecommunications and media services. We also engage in proprietary securities trading activities through each of our four segments.

The expansion of our retail customers’ activity has been a major driver of our growth, particularly in Kazakhstan, Europe and other Central Asian jurisdictions. Over recent years, we have experienced a significant increase in retail customers' activity across these key markets, which has been instrumental in scaling our business. Below is the table with the number of our customers across our key segments as of the date indicated:

Number of customers as of December 31, 2025

Number of customers as of March 31, 2025

Banking

4,47

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization.
Confidence: high

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to assist you in understanding the results of operations and present financial condition of Freedom Holding Corp. ("FRHC") and its consolidated subsidiaries in Part II Item 8 of this annual report as well as the information set forth in Part I Item 1 "Business" of this annual report. Except where the context otherwise requires or where otherwise indicated, references herein to the "Company," "Freedom," "we," "our,"

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and "us" mean FRHC together with its consolidated subsidiaries. This discussion contains certain forward-looking statements that involve known and unknown risks, uncertainties, and other factors as described under the heading "Special Note About Forward-Looking Information" in this annual report. Actual results could differ materially from those projected in any forward-looking statements. For additional information regarding these risks and uncertainties, see the disclosure under the heading "Risk Factors" in Part I Item 1A of this annual report.

This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources for fiscal 2026 and 2025.

For a discussion of our results of operations for fiscal 2024, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II Item 7 of our annual report on Form 10-K for the fiscal year ended March 31, 2025 filed with the SEC on June 13, 2025.

OVERVIEW

FRHC is organized under the laws of the State of Nevada and acts as a holding company for all of our operating subsidiaries. Our subsidiaries engage in a broad range of activities including securities brokerage, securities dealing for customers and for our own account, underwriting, market making activities, investment research, investment counseling, retail and commercial banking, insurance products, payment services, and information processing services. We also own several ancillary businesses which complement our core financial services businesses, including telecommunications and media businesses in Kazakhstan that are in a developmental stage.

Our mission has always been to democratize access to financial markets for global customers. Our company was founded to provide access to the international capital markets for retail brokerage customers and has rapidly grown providing a world-class digital infrastructure that has led to innovative, integrated financial technologies that address customer needs in Kazakhstan, our home market, and dozens of other countries across Europe, Asia, and North America.

Our principal executive office is in New York, United States. We have subsidiaries or otherwise maintain a presence in Kazakhstan, Uzbekistan, Kyrgyzstan, Cyprus, Germany, the United Kingdom, Greece, Spain, France, Poland, Lithuania, Austria, Bulgaria, Italy, Netherlands, Portugal, the United States, Türkiye, Armenia, Azerbaijan, Tajikistan, and the United Arab Emirates. We divested our Russian subsidiaries in February 2023. Our subsidiaries in the United States include an SEC- and FINRA-registered broker dealer. As of March 31, 2026, we had 11,846 employees, 230 offices (of which 32 offered brokerage services, 63 offered insurance services, 9 offered banking services and 126 offered other financial and non-financial services).

Summary of Results of Operations

The highlights of our consolidated results for fiscal 2026 are as follows:

•We had total revenues, net of $2,191.3 million for fiscal 2026, as compared to $2,004.2 million for fiscal 2025. The increase from fiscal 2025 and 2026 was primarily attributable to the following:

◦Our interest income for fiscal 2026 was $882.5 million, representing an increase of $18.0 million, or 2%, compared to fiscal 2025. The increase was primarily driven by increased usage of margin loans by customers and continued expansion of Freedom Bank KZ's customer loan portfolio. This was partially offset by lower interest income from trading securities due to a strategic shift in our investment portfolio in response to increased market volatility and rising interest rates, which adversely impacted reinvestment decisions.

◦Our net insurance revenue for fiscal 2026 was $402.4 million, representing a decrease of $168.8 million, or 29%, compared to fiscal 2025. This decrease was primarily driven by lower written insurance premiums, reflecting regulatory caps on agent commissions for bank and microfinance loan products, and by higher deferred profit liability issuance expense.

◦Our net gain on trading securities for fiscal 2026 was $158.8 million, an increase of $216.6 million, or 375%, compared to fiscal 2025, primarily from sales of Kazakhstani corporate debt securities, partially offset by an unrealized net loss of $5.1 million for fiscal 2026 reflecting a decline in the fair value of securities held at period-end.

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◦Our net gain on derivatives for fiscal 2026 was $66.8 million, an increase of $54.4 million, or 438%, compared to fiscal 2025, driven primarily by Freedom Bank KZ, which recorded a realized net gain of $40.9 million for fiscal 2026 largely due to positive revaluation of currency swaps.

◦Our fee and commission income for fiscal 2026 was $489.8 million, representing a decrease of $15.3 million, or 3%, compared to fiscal 2025. This decrease was primarily attributable to lower fee and commission income from banking services, which declined by $87.7 million, mainly driven by the active use of a cashback-based loyalty program.

◦Our sales of goods and services increased by $57.3 million, or 143%, to $97.4 million for fiscal 2026 from $40.1 million for fiscal 2025, primarily reflecting our expansion into the telecommunications sector following the acquisition of Freedom Cloud Holding and increased customer activity and order volume at Arbuz.

•We had net income of $153.3 million for fiscal 2026, as compared to $76.2 million for the fiscal 2025.

•Our total assets increased to $13.2 billion as of March 31, 2026 from $9.9 billion as of March 31, 2025. Of our total assets:

◦Our investment securities portfolio increased by 19% to $3,342.6 million as of March 31, 2026 from $2,814.7 million as of March 31, 2025, which reflects a strategic shift in response to increased market volatility and rising interest rates.

◦The loan portfolio of Freedom Bank KZ increased by 29% to $2,045.3 million as of March 31, 2026 from $1,587.6 million as at March 31, 2025 mainly due to the growth of mortgage and collateralized bank customer loans portfolio between the two periods.

•We had approximately 858,000 total retail brokerage customers as of March 31, 2026 as compared to approximately 683,000 as of March 31, 2025.

•We had approximately 5,026,000 bank customers at our Freedom Bank KZ subsidiary as of March 31, 2026 as compared to approximately 2,515,000 as of March 31, 2025.

The operating results for any period are not necessarily indicative of the results that may be expected for any future period.

Key Factors Affecting Our Results of Operations

Our operations have been, and may continue to be, affected by certain key factors as well as certain historical events. The key factors affecting our business and the results of operations include, in particular: market and economic conditions, expansion of our digital ecosystem, acquisitions and expansion into new business areas and markets, our transactions with related parties, our arrangements with market maker customers and governmental policies. Each of these factors is discussed in more detail below.

Market and Economic Conditions

Performance in the financial services industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on our results of operations and financial condition. These conditions are a product of many factors, which are mostly unpredictable and beyond our control, and may affect the decisions made by financial market participants.

Changes in economic and political conditions, including economic output levels, interest and inflation rates, employment levels, prices of commodities including oil and gas, exogenous market events, consumer confidence levels, tariffs, fiscal and monetary policy can affect market conditions. A period of sustained downturns and/or volatility in the securities markets, and/or prolonged levels of increasing interest rates, could lead to a return to increased credit market dislocations, reductions in the value of real estate, and other negative market factors which could significantly impact our revenues and profitability.

    Financial markets may also be impacted by armed conflicts, political and civil unrest occurring in the Middle East, Eastern Europe, Russia and Ukraine, South America and Asia. Hostilities between Russia and Ukraine, war involving Iran and the corresponding political and economic instability in the Middle East, including blockage of crucial transportation

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routes, have created global uncertainties around the spread of the conflict and have impacted global supply chains of energy supplies and food supplies throughout the world. These issues could have unforeseen and negative impacts upon the financial markets and our company and its operations.

Expansion of Our Digital Ecosystem

Over the past few years, we have significantly expanded our customer base across brokerage, banking, and insurance by building a unified digital ecosystem. At the core of this growth is the launch of our SuperApp, which brings together essential financial services, including banking, insurance and lifestyle services in a single application. The addition of attractive loyalty and referral programs, improvement and further diversification of our offerings within our SuperApp during fiscal 2026 has further supported customer adoption, increasing overall engagement within the ecosystem. Our mission is to provide our customers with the most convenient, seamless, and beneficial experience possible, engaging them across a broad range of digital products, each offered on terms designed to deliver maximum value and ease of use.

We expect the increase in our customer base in recent years will positively impact our future growth prospects. This includes opportunities for increased revenue generation through the ongoing development of our integrated digital fintech ecosystem and expanded cross-selling capabilities. Additionally, we anticipate benefits from network effects, where the value of our services increases as our customer base grows, enabling us to achieve economies of scale by reducing operating costs per customer and enhancing overall operational efficiency. A larger and more diverse customer base also gives us access to a broader pool of data and customer insights, which may allow us to better understand customer preferences, tailor our product offerings, and optimize marketing and sales strategies.

However, while the expansion of our customer base presents significant opportunities, it also exposes us to certain risks and uncertainties related to the effective management of our growth. These include potential increases in customer liabilities, intensified competition from both existing and new market participants, and a heightened regulatory burden. Moreover, managing a larger customer base along with developing new businesses, such as telecom and media businesses, and implementing new technologies may introduce operational difficulties and increase the demands on our information systems and management resources. The growing reliance on digital channels and the increasing volume of customer data heighten our exposure to cybersecurity threats. We remain focused on proactively identifying, mitigating, and responding to these risks as we continue to scale our operations and pursue long-term, sustainable growth.

Acquisitions and Expansion into New Business Areas and Markets

We actively pursue non-organic growth through targeted acquisitions as part of our broader strategy to develop and expand our integrated digital fintech ecosystem. We maintain a pipeline of prospective acquisitions across complementary sectors and multiple jurisdictions, which we evaluate on an ongoing basis. We regularly assess potential M&A opportunities, both in our home Kazakhstan market and other jurisdictions, that we believe may enhance our product offering, technological capabilities and market reach. These acquisitions enable us to accelerate the development of existing services, enter adjacent markets and strengthen our competitive positioning, and may have a significant impact on our business, financial condition and results of operations.

As part of our current expansion strategy, we have identified Türkiye as one of the key prospective markets where our offerings, combined with our technological advantage and international experience, may unlock new growth opportunities and extend the reach of our digital fintech ecosystem. In this regard, in March 2026, FRHC and its subsidiary Freedom Finansial Hizmetler Anonim Şirketi entered into an agreement on sale and purchase of approximately 99.32% of the issued share capital of Turkish Bank A.S., a bank operating in Türkiye. Subject to successful completion of the transaction, we expect the target bank may serve as a core platform for our financial services operations in this jurisdiction. The transaction is subject to certain conditions, including obtaining of regulatory permits. In addition, we plan to establish a fully operational brokerage business in Türkiye, subject to obtaining the required license from the Turkish financial regulator following receipt of its principal approval granted on January 9, 2025.

Additionally, consistent with our strategic vision, we continue expanding into new business sectors, including telecommunications and media content in Kazakhstan. In line with our expectations, our operations in these sectors are incurring losses and we expect them to continue incurring losses before becoming profitable within the next several years. While these new ventures are anticipated to enhance long-term growth prospects, they will initially increase capital expenditures, elevate our debt service obligations, and negatively impact consolidated net income during the early stages of implementation.

Related Party Transactions

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During fiscal years 2026 and 2025, we entered into various transactions with the Company's related parties.

Our related party transactions during fiscal years 2026 and 2025 primarily consisted of margin lending receivables arising from brokerage services provided to management of FRHC and its subsidiaries and other related parties, deposits held at Freedom Bank KZ by companies controlled by management, and a prepayment to Freedom Data Centers LLP (formerly, Freedom Telecom LLP), a related party, in connection with the potential acquisition of A-Telecom LLP. The potential acquisition of A-Telecom LLP is part of our strategy to expand our presence in the telecommunications market in Kazakhstan and to develop our digital fintech ecosystem.

In prior periods, Freedom Bank KZ purchased rights of claim under retail loans originated by Freedom Finance Credit ("FFIN Credit"), a microfinance organization outside of the FRHC group which is controlled by Mr. Turlov. Beginning in September 2025, Freedom Bank KZ transitioned retail loan origination to its own platform and discontinued the purchase of unsecured consumer loans from FFIN Credit. Loans previously acquired from FFIN Credit remain on our balance sheet and continue to expose us to credit and servicing risks until they are fully repaid or otherwise settled. For additional information, see Note 8 "Loans Issued" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.

Additionally, as part of our community engagement initiatives, we have continued to financially support the Kazakhstan Chess Federation, an organization in which Mr. Turlov holds a management position, and the Freedom Youth Football League of Kazakhstan, which is fully owned by Turlov Private Holding, in which Mr. Turlov holds 99.9% of the shares, as part of our community engagement initiatives. For additional information regarding our related party transactions see Note 24 "Related Party Transactions" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.

Market Maker Customer Arrangements

We have derived a significant portion of our fee and commission income and interest income from margin loans to customers from trading activity of certain institutional non-US market maker customers with whom we internalize the execution of trades of our brokerage customers by accepting short sales from this institutional market maker, which match our customers’ purchase orders. Since around the beginning of fiscal 2024, we utilize such an arrangement with an institutional market maker customer of our Freedom Global subsidiary. All such transactions are carried out under margin-trading principles. These transactions are typically executed and settled on a cash basis through a prime broker and clearing firms. Under this margin-account settlement process, the securities are credited to the purchaser and, where necessary, borrowed by a market maker customer within the prime broker's and clearing firm’s custody, thereby eliminating any external delivery or locate requirement at execution. Relevant short positions are sufficiently collateralized by securities and cash in the market maker customer's margin account. We use the services of third-parties, including some U.S.-registered securities broker dealer and clearing firms to execute our trades. We earn fee and commission income from such market maker customers for executing trades and fees for outstanding short sale positions. We also earn interest income on margin loans we grant to them. Our arrangements with such market maker customers have provided us and our customers with substantial liquidity for trading, including reduced settlement costs for us and enabling faster execution of trades for our customers. We receive a commission from such institutional market maker customers for executing their trades. For fiscal 2026 and 2025, we earned fee and commission income from the market maker customer at our Freedom Global subsidiary of $345.5 million and $284.7 million, representing 71% and 56% of our total fee and commission income for fiscal 2026 and 2025. For fiscal 2026 and 2025, we earned interest income from margin lending from the market maker customer at our Freedom Global subsidiary of approximately $21.4 million and $32.8 million, respectively, representing 8% and 15%, respectively, of our total interest income from margin lending for fiscal 2026 and 2025.

Governmental Policies

Our earnings are and will be affected by the monetary, fiscal and foreign policies of the governments of the jurisdictions in which we operate, in particular Kazakhstan, Armenia, the European Union and the United States. The monetary policies of these countries may have a significant effect upon our operating results. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies.

Key Income Statement Line Items

Revenue

We derive revenue primarily from fee and commission income, net gain on trading securities, interest income, insurance underwriting income, and net gain on foreign exchange operations.

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Fee and Commission Income

Fee and commission income consists principally of fees and commissions from brokerage customer trading, banking services, payment processing services and underwriting and market making activities. A substantial portion of our revenue is derived from commissions from customers through accounts with transaction-based pricing. Brokerage commissions are charged on investment products in accordance with a schedule we have formulated that aligns with local practices. Part of our brokerage fees from customer trading consists of commissions we receive for from institutional market maker customers for execution of trades. Fees received for banking services consist primarily of commissions earned from merchants on acquiring operations, commission on transfer and payment processing and commissions on cash operations. Fees for payment processing services are mainly related to charges for handling and processing particular cash transfer transactions or operations.

Fee and commission income as a percentage of our total revenue was 22% and 25% in fiscal 2026 and 2025 respectively. Retail brokerage service fee and commission income as a percentage of our total fee and commission income was 103% and 85% in fiscal 2026 and 2025, respectively.

Net Gain/(Loss) on Trading Securities

Net gain/(loss) on trading securities reflects the change in value of the securities held in our proprietary trading portfolio during the relevant period. A net gain or loss is comprised of both realized and unrealized gains and losses during the period. Realized gains or losses are recognized when we close an open position in a security and recognize a gain or a loss on that position. U.S. GAAP requires that we also reflect in our financial statements any unrealized gain or loss on each open securities positions as of the end of each period based on whether the value of the open position is higher or lower at the period end than it was at either: (i) the beginning of the period, if the position was held for the full period; or (ii) at the time the position was opened, if the position was opened during the period. Fluctuations in unrealized gains or losses from one period to another can occur as a result of factors beyond our control, such as fluctuations in the market prices of the open securities positions we hold resulting from market and economic uncertainty arising from global or local events that cause significant market volatility, or even halting of trading in certain markets, all of which occurred as a result of the Russia-Ukraine conflict. Fluctuations might also result from factors within our control, such as when we elect to close an open securities position, which would have the effect of reducing our open positions and, thereby potentially reducing or increasing the amount of unrealized gains or losses in a period. These fluctuations can adversely affect the ultimate value we realize from our proprietary trading activities. Unrealized gains or losses in a particular period may or may not be indicative of the gain or loss we will ultimately realize on a securities position when the position is closed. As a result, we might realize significant swings in net gains and losses realized on our trading securities year-over-year and quarter-to-quarter.

Interest Income

We earn interest income from trading securities, available-for-sale securities, held-to-maturity securities, margin lending, reverse repurchase transactions, and loans to customers. Interest income on trading securities consists of interest earned from investments in debt securities held in our proprietary trading account.

Net Insurance Revenue

Life insurance premiums are recognized as revenue when due; accident and health insurance premiums are recognized as revenue over the premium paying period and property; and casualty insurance premiums are recognized as revenue over the period of the contract in proportion to the amount of insurance protection provided.

Net Gain on Foreign Exchange Operations

Net gain on foreign exchange operations reflects the net gain from: (i) the change in value resulting from currency fluctuations of monetary assets and liabilities denominated in any currency other than the functional currency of the entity holding such asset or liability; and (ii) purchases and sales of foreign currency. Under U.S. GAAP, we are required to revalue assets and liabilities denominated in foreign currencies into our reporting currency, the U.S. dollar, which can result in gains or losses on foreign exchange operations. The Company may suffer losses as a result of such fluctuations in foreign currency exchange rates.

Net Gain/(Loss) on Derivatives

The Company enters into various derivative financial instruments, including forwards and swaps, in the foreign exchange markets. These financial instruments are held for trading and are initially recognized at fair value. Fair value is

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determined based on quoted market prices or valuation models that consider the current market and contractual values of the relevant underlying instruments, along with other factors. Derivative financial instruments with a positive fair value are recorded as assets, while those with a negative fair value are recorded as liabilities. Gains and losses on these instruments are recognized in the Consolidated Statements of Operations and Statements of Other Comprehensive Income as net gain/(loss) on derivatives.

Sales of goods and services

Sales of goods and services represent revenue generated from the Group's non-financial business activities conducted primarily through its Other segment. This revenue line item consists principally of: (i) online retail and e-commerce sales through Arbuz, the Group's online grocery and retail platform operating in Kazakhstan; (ii) revenue from telecommunications services provided through Freedom Telecom and its subsidiaries, Freedom Cloud Holding and its subsidiaries. Revenue from the sale of goods is recognized at a point in time when control of the goods is transferred to the customer, which generally occurs upon delivery. Revenue from services is recognized over time as services are rendered or at the point in time when the applicable performance obligation is satisfied, in accordance with ASC 606. For transactions in which the Group acts as a principal and controls the goods or services before they are transferred to the end customer, revenue is recognized on a gross basis; where the Group acts as an agent, revenue is presented on a net basis. Sales of goods and services are expected to grow as the Group continues to expand its telecommunications and e-commerce operations.

Fee and Commission Expense

We incur fee and commission expense in our brokerage, banking, and insurance activities. Fee and commission expense consists of expenses related to brokerage, banking, stock exchange, clearing, depository and agent services. Generally, we expect fee and commission expense from brokerage and banking activities to increase and decrease corresponding to increases and decreases in fee and commission income. For our insurance operations, fee and commission expense arises from the deferral and subsequent amortization of the costs of acquiring business, which are referred to as "deferred acquisition costs" (principally commissions, and other incremental direct costs of issuing policies). Deferred acquisition costs ("DAC") for traditional life insurance and long-duration health insurance are amortized over the estimated premium-paying period of the related policies. DAC for property insurance, accident insurance and health insurance is amortized over the effective period of the related insurance policies.

Interest Expense

Interest expense includes the expenses associated with our short-term and long-term financing, which consist of interest on securities repurchase agreement obligations, customer accounts and deposits, debt securities issued, and loans received.

Insurance claims and policyholder benefits, net of reinsurance

Insurance claims incurred are expenses directly associated with our insurance activity, and represent actual amounts paid or to be paid to policyholders when insurable events occur, less any amounts we receive from reinsurers related to the insurable event. This amount is adjusted for changes in loss reserves, including claims reported but not settled (RBNS), claims incurred but not reported (IBNR) and not incurred claims reserve (NIC).

Payroll and Bonus

Payroll and bonuses represent the costs incurred by a company in compensating its employees for their services and providing performance-based incentives.

Professional Services

Professional services represent the costs associated with engaging external experts and consultants.

Stock Compensation Expense

Stock compensation expense represents the cost associated with stock grants to employees and executives as part of their compensation packages.

Advertising and Sponsorship Expense

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Advertising and sponsorship expense represents a component of operating expenses. It includes investments made to promote products, services, or the overall brand to a targeted audience, ultimately driving customer acquisition and revenue growth. Advertising generally refers to paid media placements intended to reach a broad audience through channels such as digital platforms, print, or television. Sponsorship, by contrast, typically involves financial or in-kind support for events, organizations, or initiatives in exchange for brand visibility and association with the sponsored activity.

General and Administrative Expense

General and administrative expense includes lease cost, depreciation and amortization, communications services, software support, representative expenses, business travel expenses, utilities, charity, fines and penalties, taxes other than income tax, rent and other operating expenses.

Cost of sales

Cost of sales represents the direct costs incurred by the Group in connection with generating sales of goods and services revenue. These costs consist primarily of: (i) the cost of merchandise sold through Arbuz, the Group's online retail and e-commerce platform, including product purchase costs; and (ii) direct costs associated with delivering telecommunications services through Freedom Telecom and its subsidiaries, Freedom Cloud Holding and its subsidiaries. Cost of sales is generally expected to increase and decrease in correspondence with changes in sales of goods and services revenue, reflecting the volume-driven nature of the underlying e-commerce and telecommunications activities.

Foreign Currency Translation Adjustments, Net of Tax

The functional currencies of our operating subsidiaries are the Kazakhstan tenge, the euro, the U.S. dollar, the Uzbekistani sum, Kyrgyzstani som, the Azerbaijani manat, the Armenian dram, the British pound sterling, the Turkish lira, the Tajikistani somoni and the United Arab Emirates dirham. Our reporting currency is the U.S. dollar. Pursuant to U.S. GAAP, we are required to revalue our assets from our functional currencies to our reporting currency for financial reporting purposes.

Net Loss Attributable to Non-controlling Interest

Net loss attributable to non-controlling interest includes our net loss attributable to our non-controlling interests in the entities described below.

During fiscal 2026, we divested our ownership interest in Comrun LLP. As a result, as of March 31, 2026, the Company has no remaining non-controlling interests.

During fiscal 2025, we acquired the remaining 5.27% ownership interest in Arbuz. As of March 31, 2025, we held 90% of the ownership interest in Comrun LLP. The remaining 10.00% ownership interest in Comrun LLP is considered as non-controlling interests in our Consolidated Statements of Operations and Statements of Other Comprehensive Income.

During fiscal 2024, we held a 94.73% ownership interest in Arbuz and a 90% ownership interest in Comrun LLP. The remaining 5.27% and 10.00% ownership interests in Arbuz and Comrun LLP, respectively, are considered as non-controlling interests in our Consolidated Statements of Operations and Statements of Other Comprehensive Income.

RESULTS OF OPERATIONS

Comparison of Fiscal Years 2026 and 2025

The following comparison of our financial results for fiscal years 2026 and 2025 is not necessarily indicative of future results. Prior period presentations and disclosures for fiscal 2025 were reclassified to provide comparability with current period classifications. The comparison of our financial results for fiscal years 2025 and 2024 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations -

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Comparison of Fiscal Years Ended March 31, 2025 and 2024" in Part II, Item 7 of our annual report on Form 10-K for the fiscal 2025 filed with the SEC on June 13, 2025.

Revenue

The following table sets out information regarding our total revenue, net for the fiscal years presented.

Year ended March 31,

2026

2025

Amount Change

%

Change

Fee and commission income

$

489,765 

$

505,026 

$

(15,261)

(3)

%

Net gain/(loss) on trading securities

158,824 

(57,810)

216,634 

(375)

%

Interest income

882,478 

864,453 

18,025 

2 

%

Net insurance revenue

402,396 

571,224 

(168,828)

(30)

%

Net gain on foreign exchange operations

67,680 

51,684 

15,996 

31 

%

Net gain on derivatives

66,772 

12,404 

54,368 

438 

%

Sales of goods and services

97,446 

40,102 

57,344 

143 

%

Other income

25,930 

17,072 

8,858 

52 

%

Total revenue, net

$

2,191,291 

$

2,004,155 

$

187,136 

9 

%

The following table sets out the components of our revenue as a percentage of total revenue, net for the fiscal years presented.

Year ended March 31,

2026

2025

Fee and commission income

22 

%

25 

%

Net gain/(loss) on trading securities

7 

%

(3)

%

Interest income

41 

%

42 

%

Net insurance revenue

18 

%

29 

%

Net gain on foreign exchange operations

3 

%

3 

%

Net gain on derivatives

3 

%

1 

%

Sales of goods and services

5 

%

2 

%

Other income

1 

%

1 

%

Total revenue, net

100 

%

100 

%

Fee and commission income

The following table sets forth information regarding our fee and commission income for the fiscal years presented.

Year ended March 31,

2026

2025

Amount Change

%

Change

Brokerage services

$

504,283 

$

430,136 

$

74,147 

17 

%

Commission income from payment processing

22,755 

28,711 

(5,956)

(21)

%

Agency fee income

21,419

15,616 

5,803 

37 

%

Underwriting and market-making services

9,473 

11,210 

(1,737)

(15)

%

Bank services

(74,335)

13,336 

(87,671)

(657)

%

Other fee and commission income

6,170 

6,017 

153 

3 

%

Total fee and commission income

$

489,765 

$

505,026 

$

(15,261)

(3)

%

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The following table sets out the components of our fee and commission income as a percentage of total fee and commission income, net for the fiscal years presented.

Year ended March 31,

2026

2025

(as a % of total fee and commission income)

Brokerage services

103 

%

85 

%

Commission income from payment processing

5 

%

6 

%

Agency fee income

4 

%

3 

%

Underwriting and market-making services

2 

%

2 

%

Bank services

(15)

%

3 

%

Other fee and commission income

1 

%

1 

%

Total fee and commission income

100 

%

100 

%

Fee and commission income for fiscal 2026 amounted to $489.8 million, reflecting a decrease of $15.3 million or 3% compared to $505.0 million in fiscal 2025. This decrease was driven by multiple factors, including the factors discussed below.

Fee and commission income from brokerage services generated $504.3 million, representing a 17% increase from $430.1 million in fiscal 2025. This growth was primarily due to an increase in the number of retail brokerage customers from 683,000 in 2025 to 858,000 in 2026. During the fiscal 2026, we earned fee and commission income from a market maker customer at our subsidiary Freedom Global of $345.5 million, representing 71% of our total fee and commission income for that period.

Fee and commission income from banking services decreased by $87.7 million from income of $13.3 million in fiscal 2025 to a loss of $74.3 million in fiscal 2026. The decrease was primarily driven by the active use of a cashback-based loyalty program. As a result, the growth in transaction volumes and customer activity during fiscal 2026 was more than offset by higher cashback incentives recognized within fee and commission income. As part of our strategic approach, we do not prioritize revenue generation from banking service commissions. Instead, the loyalty program is leveraged to effectively reduce transaction costs for customers, supporting customer base expansion and increased engagement across the ecosystem.

Fee and commission income from payment processing decreased to $22.8 million in fiscal 2026 from $28.7 million for the fiscal 2025. The $6.0 million decrease is attributable to a lower acquiring turnover volumes and lower average rates during the period, mainly attributable to key merchants partially rerouting their transaction flows, which negatively impacted overall turnover.

Fee and commission income from underwriting and market-making activities decreased by $1.7 million from the fiscal 2025 or 15% to $9.5 million, driven by a lower volume of underwriting transactions for the fiscal 2026, as compared to the fiscal 2025.

Fee and commission income from agency services increased by $5.8 million, or 37% primarily driven by higher transaction volumes across travel and event-related services.

Net gain/(loss) on trading securities

We had a net gain on trading securities of $158.8 million for fiscal 2026, a increase of $216.6 million as compared to $57.8 million for fiscal 2025. The following table sets forth information regarding our net gains and losses on trading securities for fiscal 2026 and 2025.

Realized Net Gain

Unrealized Net Loss

Net Gain/(Loss) on Trading Securities

Fiscal 2026

$

163,963 

$

(5,139)

$

158,824 

Fiscal 2025

$

65,855 

$

(123,665)

$

(57,810)

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For fiscal 2026, we had a realized gain on trading securities of $164.0 million, which is mostly attributable to Kazakhstan sovereign and corporate debt securities sold during fiscal 2026. Also, we recognized an unrealized net loss of $5.1 million during the same period due to a decrease in the value of securities positions we held as of March 31, 2026. The unrealized net loss is attributable to a decrease in the fair value of securities positions remaining in our portfolio at period-end.

For fiscal 2025, we had a realized gain on trading securities of $65.9 million, which is attributable to Kazakhstan sovereign debt securities sold during fiscal 2025. Also, we recognized a temporary unrealized net loss of $123.7 million due to the decrease in the value of securities positions we held as of March 31, 2025. The majority of this unrealized loss is related to Kazakhstan sovereign bonds, which experienced a negative revaluation following an increase in the base interest rate in Kazakhstan during March 2025.

Interest income

The following table sets forth information regarding our interest income for the fiscal years presented:

Year ended March, 31

2026

2025

Amount Change

%

Change

Interest income on loans to customers

$

283,657 

$

207,802 

$

75,855 

37 

%

Interest income on margin loans to customers

277,633 

212,360 

65,273 

31 

%

Interest income on trading securities

191,021 

378,350 

(187,329)

(50)

%

Interest income on held-to-maturity securities

49,670 

1,000 

48,670 

100 

%

Interest income on available-for-sale securities

58,276 

40,297 

17,979 

45 

%

Interest income on reverse repurchase agreements and amounts due from banks

21,208 

24,644 

(3,436)

(14)

%

Other interest income

1,013 

— 

1,013 

100 

%

Total interest income

$

882,478 

$

864,453 

$

18,025 

2 

%

The following table sets out the components of our interest income as a percentage of total interest income, net for the fiscal years presented:

Year ended March 31,

2026

2025

(as a % of total interest income)

Interest income on loans to customers

32.1 

%

24.0 

%

Interest income on margin loans to customers

31.5 

%

24.5 

%

Interest income on trading securities

21.6 

%

43.8 

%

Interest income on held-to-maturity securities

5.6 

%

0.1 

%

Interest income on available-for-sale securities

6.6 

%

4.7 

%

Interest income on reverse repurchase agreements and amounts due from banks

2.4 

%

2.9 

%

Other interest income

0.1 

%

— 

%

Total interest income

100 

%

100 

%

For fiscal 2026, we had interest income of $882.5 million, representing an increase of $18.0 million, or 2%, compared to fiscal 2025. The increase in interest income was primarily attributable to increases in interest income on loans to customers, margin loans to customers, held-to-maturity securities and securities available-for-sale, which was partially offset primarily by a decrease in interest income on trading securities and interest income on reverse repurchase agreements and amounts due from banks.

For fiscal 2026, interest income on loans to customers increased by $75.9 million, or 37%, compared to fiscal 2025 due to the growth of Freedom Bank KZ's customer loan portfolio in fiscal 2026.

Interest income on margin loans to customers increased by $65.3 million, or 31%, due to an increase in the usage of margin loans for trades by our customers in fiscal 2026. For fiscal 2026, we earned interest income from margin lending

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from a market maker customer of our Freedom Global subsidiary in an amount of approximately $21.4 million, representing 8% of our total interest income from margin lending for that period.

For fiscal 2026, interest income on held-to-maturity securities increased by $48.7 million compared to fiscal 2025, primarily due to the growth of the held-to-maturity securities portfolio in fiscal 2026.

During fiscal 2026, interest income on available-for-sale securities increased by $18.0 million, or 45%, compared to fiscal 2025 due to the growth of available-for-sale portfolio in fiscal 2026.

Interest income on trading securities decreased by $187.3 million, or 50% during fiscal 2026, as compared to fiscal 2025 due to a reduction in the volume of interest-bearing trading securities held during the period. This reflects a strategic shift in our investment portfolio in response to increased market volatility and rising interest rates, which adversely impacted reinvestment decisions.

The following table provides a summary of the monthly average balances and average interest rates for the major categories of our interest-earning assets for fiscal 2026 and 2025.

Year ended March 31,

2026

2025

Average balance

Interest-earning assets

Trading securities

$

1,714,066 

(2)

$

3,149,515 

Margin lending, brokerage and other receivables, net

2,947,804 

(1)

2,202,876 

Loans issued

1,829,930 

1,405,464 

Available-for-sale securities, at fair value

495,492 

(2)

348,847 

Held-to-maturity securities

327,711 

14,221 

Average yields (3)

Trading securities

11.1 

%

12.0 

%

Margin lending, brokerage and other receivables, net

9.4 

%

8.5 

%

Loans issued

15.5 

%

14.8 

%

Available-for-sale securities, at fair value

11.8 

%

11.6 

%

Held-to-maturity securities

15.2 

%

7.0 

%

Interest income

Interest income on trading securities

$

191,021 

$

378,350 

Interest income on loans to customers

283,657 

207,802 

Interest income on margin loans to customers

277,633 

186,463 

Interest income on available-for-sale securities

58,276 

40,297 

Interest income on held-to-maturity securities

49,670 

1,000 

Other interest income

22,221 

24,644 

Total interest income

$

882,478 

$

838,556 

(1) Average balance and average yields relate to margin lending activities.

(2) Average balance, average yields, and interest income relates to corporate debt, non-US sovereign debt and US sovereign debt activities.

(3) Average yields are computed by dividing interest income by the corresponding average monthly balances

Interest income on margin loans to customers includes income accrued on off-balance sheet arrangements. The monthly average balance of these arrangements is not included in the table above. These off-balance sheet arrangements mainly included repurchase agreements of our brokerage customers. During fiscal 2025, and specifically as of September 30, 2024, the monthly average balance of off-balance sheet arrangements was $688.8 million, with a weighted average

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interest rate of 8%. Following that date, we had no such off-balance sheet arrangements on which we charge an interest. We had no such interest-bearing off-balance sheet arrangements after that date, including during fiscal 2026.

The following table sets forth the effects of changing rates and volumes on interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on changes due to rate and the changes due to volume.

Year ended March 31,

2026 vs 2025

Increase/ (decrease) due to change in

Rate

Volume

Net

Interest income

Interest income on loans to customers

$

10,478 

$

65,377 

$

75,855 

Interest income on margin loans to customers

22,786 

68,384 

91,170 

Interest income on trading securities

(25,651)

(161,678)

(187,329)

Interest income on available-for-sale securities

744 

17,235 

17,979 

Interest income on held-to-maturity securities

2,424 

46,246 

48,670 

Other interest income

— 

— 

(2,423)

Total interest income

$

10,782 

$

35,563 

$

43,922 

Net insurance revenue

For fiscal 2026, we had net insurance revenue of $402.4 million, a decrease of $168.8 million, or 29%, as compared to fiscal 2025. Effective April 1, 2025, we adopted ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts ("LDTI"), using the modified retrospective transition method. In connection with adoption, the caption previously presented as "Insurance underwriting income" was renamed "Net insurance revenue," and three new components — deferred profit liability issuance expense, deferred profit liability remeasurement gain (loss), and deferred profit liability amortization / release.

The following table sets out information on our net insurance revenue for the periods presented.

Year ended March, 31

2026

2025

Amount Change

%

Change

Written insurance premiums

$

507,286 

$

664,437 

$

(157,151)

(24)

%

Reinsurance premiums ceded

(9,218)

(15,974)

6,756 

(42)

%

Change in unearned premium reserve, net

(14,727)

(30,867)

16,140 

(52)

%

Deferred profit liability issuance expense

(88,296)

(50,772)

(37,524)

74 

%

Deferred profit liability remeasurement gain (loss)

326 

1,624 

(1,298)

(80)

%

Deferred profit liability amortization / release

7,025 

2,776 

4,249 

153 

%

Net insurance revenue

$

402,396 

$

571,224 

$

(168,828)

(29)

%

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Written insurance premiums decreased by: a $157.2 million, or 24% to $507.3 million, primarily due to the regulatory cap on commissions paid to insurance agents for policies associated with bank and microfinance loan products, which reduced new business volumes during the fiscal year

Deferred profit liability issuance expense increased by a $37.5 million, or 74% to $88.3 million, reflecting higher gross premiums collected on contracts issued by Freedom Life during fiscal 2026. Under LDTI, the excess of gross premium over the net premium required to fund expected future benefits is deferred and released into revenue over the period insurance remains in force.

Net gain on foreign exchange operations

For fiscal 2026, we realized a net gain on foreign exchange operations of $67.7 million compared to a net gain of $51.7 million for fiscal 2025. The change was primarily due to the gain on dealing transactions of $59.1 million which is mainly attributable to the 74% increase of transaction quantity of Freedom Bank KZ. There was also a translation gain of $8.6 million. The overall increase is mostly attributable to Freedom Bank KZ which had a net gain on foreign exchange currency of $68.4 million in fiscal 2026, compared to a $8.8 million gain in fiscal 2025, mainly due to the 5% appreciation of Kazakhstan tenge in fiscal 2026. This was partially offset by a net loss on foreign exchange operations of $9.0 million attributable to translation difference loss of Freedom Global due to the depreciation of US dollar against Kazakhstan tenge, compared to net gain on foreign exchange operations of $8.9 million in fiscal 2025.

Net gain on derivatives

For fiscal 2026, we had a net gain on derivatives of $66.8 million compared to a net gain of $12.4 million for fiscal 2025. The increase was primarily attributable to Freedom Bank KZ, which had a realized net gain of $40.9 million for fiscal 2026, as compared to a realized net gain of $1.8 million for fiscal 2025. Such change between the two periods was mainly due to a positive revaluation of currency swaps for fiscal 2026.

Sales of goods and services

For fiscal 2026, we had a sales of goods and services of $97.4 million compared to a sales of goods and services of $40.1 million for fiscal 2025. The increase was primarily driven by our expansion into the telecommunications sector following the acquisition of Freedom Cloud Holding and by increased customer activity and order volume at Arbuz.

Other income

For fiscal 2026, we had other income of $25.9 million, an increase of $8.9 million or 51.9% compared to other income of $17.1 million in fiscal 2025. The increase was primarily driven by compensation payments from FFIN Credit to Freedom Bank KZ in connection with incurred losses arising from the derecognition of loan portfolios, leading to the recognition of income from loss reimbursement.

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Expense

The following table sets forth information regarding our total expense for the periods presented.

Year ended March 31,

2026

2025

Amount Change

%

Change

Fee and commission expense

$

218,565 

$

346,502 

$

(127,937)

(37)

%

Interest expense

489,036 

535,895 

(46,859)

(9)

%

Insurance claims and policyholder benefits, net of reinsurance

259,309 

260,488 

(1,179)

— 

%

Payroll and bonuses

426,471 

287,347 

139,124 

48 

%

Professional services

46,258 

28,924 

17,334 

60 

%

Stock compensation expense

68,047 

59,592 

8,455 

14 

%

Advertising and sponsorship expense

103,304 

124,627 

(21,323)

(17)

%

General and administrative expense

222,339 

162,474 

59,865 

37 

%

Allowance for expected credit losses

52,365 

62,445 

(10,080)

(16)

%

Cost of sales

79,632 

31,278 

48,354 

155 

%

Total expense

$

1,965,326 

$

1,899,572 

$

65,754 

3 

%

The following table sets out the components of our expense as a percentage of total expense for the fiscal years presented.

Year ended March 31,

2026

2025

Fee and commission expense

11 

%

18 

%

Interest expense

25 

%

28 

%

Insurance claims and policyholder benefits, net of reinsurance

13 

%

14 

%

Payroll and bonuses

22 

%

15 

%

Professional services

2 

%

1 

%

Stock compensation expense

4 

%

3 

%

Advertising and sponsorship expense

5 

%

7 

%

General and administrative expense

11 

%

9 

%

Allowance for expected credit losses

3 

%

3 

%

Cost of sales

4 

%

2 

%

Total expense

100 

%

100 

%

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Fee and commission expense

The following table sets forth information regarding our fee and commission expense for the periods presented.

Year ended March 31,

2026

2025

Amount Change

%
Change

Agency fee expense

$

123,211 

$

284,483 

(161,272)

(57)

%

Brokerage services

46,036

19,846 

26,190 

132 

%

Bank services

31,126

20,064 

11,062 

55 

%

Exchange services

6,472

1,776 

4,696 

264 

%

Central Depository services

1,323

707 

616 

87 

%

Other commission expenses

10,397

19,626 

(9,229)

(47)

%

Total fee and commission expense

$

218,565 

$

346,502 

$

(127,937)

(37)

%

The following table sets out the components of our fee and commission expense as a percentage of total fee and commission expense, net for the periods presented.

Year ended March 31,

2026

2025

(as a % of total fee and commission expense)

Agency fee expense

56 

%

82 

%

Brokerage services

21 

%

6 

%

Bank services

14 

%

5 

%

Exchange services

3 

%

1 

%

Central Depository services

1 

%

— 

%

Other commission expenses

5 

%

6 

%

Total fee and commission expense

100 

%

100 

%

Fee and commission expense decreased by $127.9 million, or 37% in fiscal 2026, as compared to fiscal 2025. The decrease was mainly attributable to a decrease of agency fee expense of $161.3 million in fiscal 2026 as compared to fiscal 2025, driven by the regulatory cap on commissions paid to insurance agents for policies associated with loan products of credit organizations, which reduced new business volumes during the period. The decrease was also attributable to a $9.2 million decrease in other commission expenses, primarily driven by lower acquiring turnover volumes, resulting in reduced payment system and processing-related commission expenses during the period. This decrease was partially offset by a $26.2 million increase in brokerage service expense in fiscal 2026, which was driven by higher customer activity, as well as a $11.1 million increase in bank services expense, reflecting the continued expansion of our customer base and the growing volume of card transactions within our ecosystem.

Interest expense

During fiscal 2026, total interest expense decreased slightly compared to the same period in fiscal 2025. However, its composition changed due to shifts in funding sources and interest rate dynamics.

There was a decrease in interest expense on securities repurchase agreement obligations, driven by a 44% decline in the average balance of securities repurchase agreement obligations, from $2.4 billion during fiscal 2025 to $1.3 billion during fiscal 2026. Additionally, the average interest rate applied to these obligations decreased from 14.4% to 12.2%, further contributing to the reduction in expense. This decline primarily reflects the Company's decision to reduce exposure to market risk by liquidating a portion of the trading portfolio.

Interest expense related to customer liabilities increased as the average balance of customer deposits and brokerage account liabilities grew 93% year-over-year, rising from $1.2 billion to $2.2 billion. While the average interest rate decreased from 10% to 9% due to market-driven adjustments, the significant growth in the deposit base more than offset this decline.

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Interest expense on debt securities issued increased to $869.3 million during fiscal 2026, compared to $356.7 million during fiscal 2025. This increase was primarily driven by the placement of several new debt securities during two periods. The impact of the higher balance of such securities was partially offset by a decrease in the average interest rate from 10.1% to 9.4%. The increase in debt issuance reflects the Company’s long-term funding and investment strategy.

The following table provides a summary of the monthly average balances and average interest rates for the major categories of interest-bearing liabilities for fiscal 2026 and 2025.

Year ended March 31,

2026

2025

Average balance

Interest-bearing liabilities

Securities repurchase agreement obligations

$

1,332,480 

$

2,370,620 

Customer liabilities (1)

2,233,536 

1,157,574 

Margin lending payable

647,867 

647,966 

Debt securities issued

869,335 

356,653 

Average rates

Securities repurchase agreement obligations

12.21 

%

14.38 

%

Customer liabilities (1)

9.16 

%

9.64 

%

Margin lending payable

4.89 

%

7.06 

%

Debt securities issued

9.40 

%

10.13 

%

Interest expense

Interest expense on securities repurchase agreement obligations

$

162,760 

$

340,863 

Interest expense on customer accounts and deposits

204,578 

111,541 

Interest expense on margin lending payable

31,687 

45,748 

Interest expense on debt securities issued

81,757 

36,130 

Other interest expense

8,254 

1,613 

Total interest expense

$

489,036 

$

535,895 

(1) Average balance, average rates, and interest expense relates to interest-bearing deposits.

The following table sets forth the effects of changing rates and volumes on interest. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on changes due to rate and the changes due to volume.

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Year ended March 31,

2026 vs 2025

Increase/ (decrease) due to change in

Rate

Volume

Net

Interest expense

Interest expense on securities repurchase agreement obligations

$

(45,551)

$

(132,552)

$

(178,103)

Interest expense on customer accounts and deposits

(5,226)

98,263 

93,037 

Interest expense on margin lending payable

(14,054)

(7)

(14,061)

Interest expense on debt securities issued

(2,393)

48,020 

45,627 

Other interest expense

— 

— 

6,641 

Total interest expense

$

(67,224)

$

13,724 

$

(46,859)

Insurance claims and policyholder benefits, net of reinsurance

In fiscal 2026, we had a 1.2 million, or 0%, decrease in insurance claims and policyholder benefits, net of reinsurance, as compared to $260.5 million in fiscal 2025. The slight overall decrease reflected significant offsetting movements within the line. The principal unfavorable drivers were a $79.9 million, or 191%, increase in claims paid substantially all of which was attributable to higher claim activity in our compulsory civil liability insurance of vehicle owners line, reflecting growth of the in-force portfolio in that class, $15.2 million increase in other insurance net expense to $86.2 million, primarily due to higher terminations under pension and accident insurance policies, a $14.3 million increase in interest accretion on the liability for future policy benefits to $23.6 million, reflecting growth of the in-force long-duration block, and a $8.3 million unfavorable change in liability remeasurement loss on long-duration contracts, reflecting the combined effect of updates to cash flow assumptions performed in the annual review and experience adjustments arising during the period. These were more than offset by a $62.0 million favorable change in insurance reserves, as the movement shifted from a $37.9 million build in fiscal 2025 to a $24.1 million release in fiscal 2026 and by a $19.1 million increase in reinsurers' share of claims paid, reflecting higher recoveries under our reinsurance arrangements.

Payroll and bonuses

In fiscal 2026, we had payroll and bonuses expense of $426.5 million, representing an increase of $139.1 million, or 48%, compared to $287.3 million in fiscal 2025. The increase is primarily attributable to the expansion of our workforce through hiring, establishment of new subsidiaries and acquisitions. The increase was also due to increased salary and bonus amounts in fiscal 2026.

Professional services

For fiscal 2026, our professional services expense was $46.3 million, representing a increase of $17.3 million, or 60%,compared to $28.9 million for fiscal 2025. The increase was primarily attributable to an increase in expenses for auditing services rendered by our external auditors due to timing differences in the provision of such services. The increase was also attributable to higher legal fees incurred.

Stock compensation expense

In fiscal 2026, our stock compensation expense was $ 68.0 million, representing an increase of $8.5 million, or 14%, compared to stock compensation expense of $59.6 million for fiscal 2025. The increase is attributable to new stock grants, the majority of which vested on the date of issuance during fiscal 2026 as well as the partial amortization of stock grants awarded during prior fiscal years.

Advertising and sponsorship expense

Advertising and sponsorship expense for fiscal 2026, was $103.3 million, representing an decrease of $21.3 million or 17% compared to $124.6 million for fiscal 2025. The decrease was primarily driven by an $14.6 million reduction in advertising expenditures by Freedom EU, reflecting management's decision to lower advertising spend in line with the Company's marketing strategy, and a $4.8 million decrease in sponsorship expenditures coordinated through Freedom Shapagat Corporate Fund, the Company's subsidiary that administers its sponsorship activities, reflecting the non-recurrence of prior-year sponsorship commitments to several sports and educational organizations, partially offset by expanded sponsorship of the Junior Football League of Kazakhstan and new sponsorship arrangements with the

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International School Chess Federation. This decrease was partially offset by a $2.1 million increase at our subsidiary Aviata, an online travel ticket aggregator, reflecting expanded marketing activity of Aviata. The Company continued to support socially significant initiatives through contributions to the Kazakhstan Chess Federation, the Junior Football League of Kazakhstan, and other community programs, reaffirming its commitment to the development of sports, education, and social well-being.

General and administrative expense

General and administrative expense for the fiscal 2026, were $222.3 million, representing an increase of $59.9 million or 37% compared to $162.5 million for the fiscal 2025. The main factors contributing to the increase were increases in depreciation and amortization, business trip expenses, other operating expenses, rent expenses, communication services expense, lease depreciation, software support, and training and conferences expense. Depreciation and amortization increased by $17.4 million, primarily reflecting a higher depreciable and amortizable asset base, including data centers, telecommunications infrastructure and system implementation projects. Business trip expenses increased by $9.4 million reflecting a general increase in business travel activity. Other operating expenses increased by $6.4 million, primarily due to increased banking and overhead costs from Freedom Bank KZ, as well as the overall growth of our operations and the addition of new subsidiaries. Rent expenses increased by $5.1 million, driven by business expansion and additional office and retail space. Communication services expense increased by $4.6 million, mainly due to higher communication and connectivity costs required to support the expansion of digital channels. Lease depreciation increase by $3.9 million, primarily attributable to new lease agreements and higher depreciation of right-of-use assets. Software support expenses increased by $3.1 million, mainly due to the support of licensed and other software systems. Training and conferences expense increased by $2.9 million, reflecting higher employee training and participation in professional events.

Provision for allowance for expected credit losses

For fiscal 2026 we recognized allowance for credit losses in the amount of $52.4 million, as compared to provisions for credit losses of $62.4 million for fiscal 2025. The decrease was primarily driven by lower net provisions on mortgage loans and loans to SME, reflecting higher recoveries. This was partially offset by higher net provisions on car loans, primarily due to a higher estimated probability of default observed during the second half of the fiscal year, growth of the retail loan portfolio and purchased retail loans.

During the period, the Company transitioned to the use of internal historical credit data for estimating expected credit losses under ASC 326 for certain loan products, including auto loans, loans to SME, mortgage loans, and purchased retail loans originated by microfinance institutions. The transition was driven by the availability of sufficient internal loss experience for core products and observed inconsistencies in external credit bureau data, which limited the Company’s ability to reliably assess borrower behavior. Management believes that the use of internal statistics better reflects the risk characteristics of the Company’s portfolios and enhances the accuracy of CECL estimates.

Cost of sales

For fiscal 2026 cost of sales was $79.6 million compared to $31.3 million for fiscal 2025, primarily reflecting the growth in sales of goods and services attributable to our expansion into the telecommunications sector following the acquisition of Freedom Cloud Holding and increased customer activity and order volume at Arbuz.

Income tax expense

We had net income before income tax of $226.0 million and $104.6 million in fiscal 2026 and 2025, respectively. Our effective tax rate for fiscal 2026 increased to 32.1%, from 27.2% during fiscal 2025. Income tax expense for fiscal 2026 , and 2025 was $72.6 million and $28.4 million, respectively. The main factor of an increase was the change in Kazakhstani tax legislation. The change was enacted during July 2025 with the retrospective effect from calendar 2025. The key change affecting the Company’s tax position is the introduction of a 10% income tax on interest income and realized capital gains from Kazakhstani sovereign securities, which are now subject to taxation within a separate income category. Another reason of the increase in effective tax rate was changes in the composition of the revenues we realized from our operating activities, the tax treatment of those revenues in the various jurisdictions where our subsidiaries operate, and the incremental U.S. GILTI tax. In addition, during fiscal 2026, we had accrued additional top-up tax resulted from Global Anti-Base Erosion Model Rules (Pillar Two), which have been enacted in certain jurisdictions where our subsidiaries operate.

Net income

As a result of the foregoing factors, for fiscal 2026 we had net income of $153.3 million as compared to $76.2 million for fiscal 2025, a increase of 101%.

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Foreign currency translation adjustments, net of tax

Due to a 5% appreciation of the Kazakhstan tenge against the U.S. dollar during fiscal 2026, we realized a foreign currency translation gain of $54.0 million for fiscal 2026, as compared to a foreign currency translation loss of $104.1 million for fiscal 2025.

BUSINESS SEGMENT OPERATIONS

We report our results of operations through the following four business segments: Brokerage, Banking, Insurance, and Other. These operating segments are based on how our CODM makes decisions about allocating resources and assessing performance. The total revenue, net associated with our segments is summarized in the following table:

Year ended March 31,

2026

2025

Amount Change

%

Change

Brokerage

$

831,508 

$

717,349 

$

114,159 

16 

%

Insurance

497,784 

636,654 

(138,870)

(22)

%

Banking

689,202 

506,148 

183,054 

36 

%

Other

172,797 

144,004 

28,793 

20 

%

Total revenue, net

$

2,191,291 

$

2,004,155 

$

187,136 

9 

%

Total revenue, net for fiscal 2026 increased across brokerage, banking and other segments compared to fiscal 2025. In our segment reporting, we account for all operations within each business segment, including all related subsidiaries and their activities. Below is a discussion of revenue of our segments in fiscal 2026 compared to fiscal 2025.

Brokerage Segment

•In fiscal 2026, the Brokerage segment experienced a significant increase in total revenue, net, primarily driven by a $72.5 million increase in fee and commission income, reflecting a general increase in brokerage activity in the same period. Interest income also contributed to the growth, rising by $44.6 million, largely due to increased usage of margin loans for trades by our customers. In addition, in fiscal 2026, we had a $11.0 million gain on derivatives and a $3.5 million increase in net gain on trading securities, which were partially offset by a $16.4 million decrease in net (loss)/gain on foreign exchange operations.

Insurance Segment

•In fiscal 2026, total revenue, net in the Insurance segment decreased mainly due to a decrease for $168.8 million in net insurance revenue, because the volume of revenue receipts from the agent has significantly decreased due to the updates in the Law of insurance activities, and a $1.4 million decrease in net gain on foreign exchange operations due to less favorable U.S dollar and Kazakhstani tenge exchange rate movements and a reduced net foreign currency exposure compared to the prior period. This decrease was partially offset by an increase of $15.0 million of interest income, which was mainly driven by higher income from securities, reflecting an increase in the volume of interest-bearing instruments and higher yields during the period, increase for $11.1 million of net gain on trading securities supported by more favorable market movements, and $5.3 million of other income.

Banking Segment

•In fiscal 2026, total revenue, net in the Banking segment increased mainly due to the increase of $191.6 million of net gain on trading securities due to higher realized gains on securities transactions and a significant reduction in unrealized fair value losses, increase of $59.6 million net gain on foreign exchange operations due to more favorable US dollar and Kazakhstani tenge exchange rate movement, an increase of $36.1 million of net gain on derivative. These increases were partially offset by the decrease of $87.4 million of fee and commission income due to high SuperApp cashback volumes, and a decrease of $44.7 million of interest income in this segment, due to partial disposal of trading securities portfolio.

Other Segment

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•In fiscal 2026, total revenue, net in the Other segment increased mainly due to an increase of $57.3 million in sales of goods and services, reflecting our expansion into the telecommunications sector through the acquisition of Freedom Cloud Holding and increased customer activity and order volume at Arbuz. Additionally, net gain on trading securities and net gain on derivatives increased by $10.5 million and $7.3 million, respectively, primarily driven by favorable market conditions and increased trading activity during the period. These increases were partially offset by a $25.9 million decrease attributable to net gain on foreign exchange operations, primarily from FRHC as a result of appreciation of the Kazakhstan tenge against the U.S. dollar during fiscal 2026 as compared to the depreciation of the Kazakhstan tenge against the U.S. dollar in fiscal 2025. In addition, the Other income in the Other segment also decreased by $23.3 million mainly due to one-off transactions occurred during fiscal 2025.

The total expenses associated with our segments are summarized in the following table:

Year ended March 31,

2026

2025

Amount Change

%

Change

Brokerage

$

375,269 

$

340,721 

$

34,548 

10 

%

Insurance

467,759 

622,905 

(155,146)

(25)

%

Banking

587,216 

600,892 

(13,676)

(2)

%

Other

535,082 

335,054 

200,028 

60 

%

Total expense, net

$

1,965,326 

$

1,899,572 

$

65,754 

3 

%

For fiscal 2026, total expenses, net increased compared to fiscal 2025. The increase was driven by higher expenses in the brokerage and other segments, partially offset by decreases in the insurance and banking segments. Below is a discussion of changes in expenses for each of our segments in fiscal 2026 versus 2025:

Brokerage Segment

•In fiscal 2026, the total expenses, net, increased in our Brokerage segment, primarily driven by higher payroll and bonus expenses, which increased by $58.1 million, reflecting our continued efforts to attract and retain top talent. Fee and commission expenses also increased by $31.5 million due to higher customer activity during the period. In addition, general and administrative expenses increased by $11.9 million. These rises in expenses were partially offset by a decrease in interest expense of $41.4 million, mainly attributable to lower interest paid on securities repurchase agreements and margin lending payable, as well as advertising and sponsorship expenses, stock-based compensation, and the allowance for expected credit (recoveries)/losses.

Insurance Segment

•In fiscal 2026, total expenses, net in our Insurance segment decreased mainly due to a $161.7 million decrease in fee and commission expense due to the regulatory cap on commissions to insurance agents for policies associated with bank and microfinance loan products, which reduced new business volumes during the period, $8.9 million decrease in general and administrative expense primarily attributable to lower charitable contributions made by the segment during fiscal 2026 compared to fiscal 2025, and the effects of decrease in interest expense by $5.5 million on trading securities and repurchase agreement obligations as a result of changes in securities portfolio and a $1.2 million increase in insurance claims and policyholder benefits, net of reinsurance was mainly attributable to higher claims paid, particularly in the compulsory motor third-party liability insurance class, which represented the largest increase during the period. The decrease was partially offset by $11.6 million increase in provisions for credit losses primarily driven by higher premium receivables, reflecting growth in written premiums during the period, $6.4 million increase in payroll and bonuses expense due to the increase in headcount and bonuses paid, new branch offices, $2.9 million increase in stock compensation expense due to new stock grants, the majority of which vested on the date of issuance as well as the partial amortization of stock grants, and $1.5 million increase in professional services expense that was mainly due to higher IT-related services and professional fees for integration with government databases.

Banking Segment

•In fiscal 2026, total expenses, net in our Banking segment decreased primarily due to a $52.3 million decrease in interest expense, attributable to a reduction in the securities portfolio for which the Freedom Bank KZ uses repurchase agreements, $15.1 million decrease in provision for impairment losses is mainly due to lower expected credit loss charges, and a $1.4 million decrease in stock compensation expense. These decreases were partially offset by the $28.2 million increase in payroll and bonuses expense due to headcount growth, $18.7 million increase in general and administrative expenses is attributable to the overall development of the Bank's new

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products and services, as well as improvement of business processes and operational activities, $9.6 million increase in fee and commission expense mainly driven by the growth in acquiring operations due to the connection of additional banking channels and market terminals, as well as a higher number of transactions, and $0.7 million increase in professional services mainly attributable to the higher volume of consulting services provided by external advisors during the reporting period.

Other Segment

•In fiscal 2026, total expenses in our Other segment increased primarily due to increases in interest expense, payroll and bonuses, cost of sales, general and administrative expenses, and professional services. Interest expense increased by $52.3 million, mainly attributable to higher interest expense on debt securities issued by Freedom SPC. Payroll and bonuses increased by $46.5 million, reflecting the overall growth of our operations and the addition of new subsidiaries. Cost of sales increased by $48.4 million, driven by higher sales volumes associated with our expansion into the telecommunications sector through the acquisition of Freedom Cloud Holding, as well as increased customer activity and order volume at Arbuz. General and administrative expenses increased by $38.2 million, primarily due to business expansion and scaling of operations. Professional services expenses increased by $13.1 million, mainly due to higher consulting, legal and audit fees supporting the Group’s growth. Stock-based compensation expenses increased by $13.8 million as a result of new stock grants issued during the period and their partial amortization. These increases were partially offset by a decrease in advertising expenses of $5.9 million, reflecting lower marketing spend compared to the prior period, as well as a decrease in fee and commission expenses of $7.4 million, primarily due to changes in payment processing volumes and related bank commissions.

LIQUIDITY AND CAPITAL RESOURCES

During the periods covered in this report our operations were primarily funded through a combination of existing cash on hand, cash generated from operations, returns generated from our proprietary trading and proceeds from the issuance of bonds and other borrowings.

We regularly monitor and manage our leverage and liquidity risk through various committees and processes we have established to maintain compliance with net capital and capital adequacy requirements imposed on securities brokerages, insurance companies and banks in jurisdictions where we do business. We assess our leverage and liquidity risk based on considerations and assumptions of market factors, as well as other factors, including the amount of available liquid capital (i.e., the amount of cash and cash equivalents not invested in our operating business). While we have in place the risk management monitoring and processes, a significant portion of our trading securities and cash and cash equivalents are subject to collateralization agreements. This significantly enhances our risk of loss in the event financial markets move against our positions which can negatively impact our liquidity, capitalization and business. Certain market conditions can impact the liquidity of our assets, potentially requiring us to hold positions longer than anticipated. Our liquidity, capitalization, projected return on investment and results of operations can be significantly impacted by market events over which we have no control, and which can result in disruptions to our investment strategy for our assets.

We maintain a majority of our tangible assets in cash and securities that are readily convertible to cash, including governmental and quasi-governmental debt and highly liquid corporate equities and debt. Our financial instruments and other asset positions are stated at fair value and should generally be readily marketable in most market conditions. The following sets out certain information regarding our assets as of the dates presented:

As of March 31,

2026

2025

Cash and cash equivalents(1)

$

966,115 

$

837,302 

Restricted cash(2)

$

1,246,312 

$

807,468 

Trading securities

$

2,339,100 

$

2,275,286 

Total assets

$

13,155,239 

$

9,915,117 

Net liquid assets(3)

$

6,971,074 

$

5,013,290 

(1)Of the $966.1 million in cash and cash equivalents we held at March 31, 2026, $207.9 million, or approximately 22%, were subject to reverse repurchase agreements. By comparison, at March 31, 2025, we had cash and cash equivalents of $837.3 million, of which $81.1 million, or 10%, were subject to reverse repurchase agreements. The amount of cash and cash equivalents we hold is subject to minimum levels set by regulatory bodies, including adequate capital and liquidity levels for each entity.

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(2)Principally consists of cash of our brokerage customers which are segregated in a special custody accounts for the exclusive benefit of our brokerage customers.

(3)Consists of cash and cash equivalents, trading securities, and margin lending, brokerage and other receivables, net of securities repurchase agreement obligations. Includes liquid assets held after deducting securities repurchase agreement obligations.

As at March 31, 2026 and 2025, we had total liabilities of $11.7 billion and $8.7 billion, respectively, including customer liabilities of $7.1 billion and $4.3 billion, respectively.

We finance our assets primarily from revenue-generating activities and short-term and long-term financing arrangements.

Cash Flows

The following table presents information from our statement of cash flows for the periods indicated. Our cash and cash equivalents include restricted cash, which principally consists of cash of our brokerage customers which are segregated in special custody accounts for the exclusive benefit of our brokerage customers.

Year ended March 31,

2026

2025

Net cash from operating activities

$

185,221 

$

1,681,058 

Net cash used in investing activities

(1,049,155)

(905,472)

Net cash from/(used in) financing activities

1,191,629 

(1,578)

Effect of changes in foreign exchange rates on cash and cash equivalents and restricted cash

241,143 

(137,038)

Effect of expected credit losses on cash and cash equivalents and restricted cash

(1,181)

79 

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

$

567,657 

$

637,049 

Net Cash From Operating Activities

Net cash used in operating activities during fiscal 2026 was comprised of net cash from operating activities and net income adjusted for non-cash movements (changes in deferred taxes, unrealized gain on trading securities, net change in accrued interest, change in insurance reserves, and allowance for credit losses). Net cash used in operating activities resulted primarily from changes in operating assets and liabilities. Such changes included those set out in the following table.

Year ended March 31,

2026

2025

Decreases in trading securities (1)

$

24,614 

$

827,157 

Increases in brokerage customer liabilities (2)

$

1,597,220 

$

1,516,767 

Increases in margin lending, brokerage and other receivables (3)

$

(1,203,073)

$

(1,743,595)

(Decrease)/Increases in margin lending and trade payables (4)

$

(730,025)

$

474,087 

(1)Resulted from an decrease in the amount of securities held in our proprietary account.

(2)Resulted from increased funds in brokerage accounts from new and existing customers.

(3)Resulted from an increase in volume of margin lending receivables.

(4)Resulted from decreased volume of margin lending payables.

The change from net cash used in operating activities of $1.7 billion in fiscal 2025 to net cash from operating activities of $185.2 million in fiscal 2026 was primarily attributable to a decrease in margin lending and trading securities.

Net cash flows from operating activities in the fiscal 2026 were primarily driven by changes in brokerage customer liabilities, restricted cash, and margin lending-related balances. Brokerage customer liabilities largely represent

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customer cash balances held in brokerage accounts, and a portion of these balances are maintained in segregated/clearing or settlement accounts and therefore reflected as restricted cash. Accordingly, increases in brokerage customer liabilities generally correspond to increases in restricted cash, as customer funds are placed into restricted/segregated accounts rather than being available for general corporate use. The increase in brokerage customer liabilities during the period reflects higher customer cash balances, which may be influenced by a combination of (i) higher customer activity and turnover, (ii) growth in the customer base and/or higher balances from existing customers, and (iii) customer preference to hold more cash in brokerage accounts due to market conditions and trading opportunities. The significant decrease in margin lending liabilities is consistent with a reduction in margin funding requirements as net margin lending balances declined, as also reflected in the decrease in margin lending and other receivables. These changes may be associated with changes in customer liabilities balances, led by lower utilization of margin by customers and/or increased repayments of margin balances, as well as ongoing optimization of the Company’s margin funding structure.

Net Cash Used In Investing Activities

During fiscal 2026, net cash used in investing activities was $1,049.2 million compared to net cash used in investing activities of $905.5 million during fiscal 2025. During fiscal 2026, cash used in investing activities was used for purchase of available-for-sale securities, at fair value, in the amount of $452.1 million and the issuance of loans, net of repayment by customers, in the amount of $412.2 million. During fiscal 2026, cash used in investing activities increased by 143.7 million compared to fiscal 2025, mainly due to the increase in purchase of held-to-maturity securities in the amount of 256.8 million.

Net Cash Used In Financing Activities

Net cash flows used in financing activities for the fiscal 2026 was $1.2 billion compared to net cash flow from financing activities in amount of $1.6 million during the fiscal 2025. This change was primarily attributable to a $629.9 million change in net repayment from securities repurchase agreement obligations and proceeds from issuance of debt securities in the amount of $581.9 million.

Cash flows used in financing activities during the fiscal 2026 consisted principally of proceeds from the issuance, net of repurchase, of debt securities in the amount of $783.5 million, bank customer deposits received in the amount of $770.4 million due to the growth of banking activity, repayment of securities repurchase agreement obligations in the amount of $431.5 million.

Capital Expenditures

In alignment with our digital fintech ecosystem strategy, we are expanding our business into the telecommunications market in Kazakhstan through our Freedom Telecom subsidiary. Our expansion will require significant capital expenditures, the specific amount of which is currently uncertain. Total capital expenditures for the development of this business area are currently expected to be required for, among other things, construction of network infrastructure, including a backbone network, obtaining licenses or other rights to provide services where required and acquisitions of smaller companies in the sector. Our plans and budget for Freedom Telecom continue to be regularly reassessed and are subject to revisions, which may be material. We currently plan to finance our capital expenditures for this business area with a combination of own funds and borrowings, including vendor financing, including the proceeds of a $200 million U.S. dollar domestic bond placement on the AIX that we completed on December 19, 2023. In addition, on September 16, 2024, Freedom SPC authorized and issued a series of $200 million bonds during the fiscal 2026, the proceeds of which were also allocated to finance capital expenditures in this business area. For further information, see "Indebtedness - Long-term" below.

Since 2024, as part of its telecommunications business development, the Group has entered into a number of contractual arrangements for the purchase of equipment and related software over the following five-year period. The capital expenditure commitments under these arrangements may change materially based on the internal business needs of the Group and external market factors. As of March 31, 2026, such capital expenditure commitments amounted up to $84.1 million. See Note 29 "Commitments and Contingent Liabilities" to the consolidated financial statements included in in Part II Item 8 of this annual report.

As a further step in implementing our strategy to build a digital fintech ecosystem, on January 25, 2024, we established Freedom Media as a subsidiary of Freedom Telecom with a view to becoming a major Kazakhstan media platform offering tailored streaming services to the Kazakhstan market and, potentially, the broader Central Asian region. Total capital expenditures directly attributable to Freedom Media business as of March 31, 2026 amounted to $5 million.

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We commenced financing these capital expenditures in early 2024 and plan to continue funding them primarily using our own funds.

Dividends

We did not declare or pay a cash dividend on our common stock during fiscal 2026 or fiscal 2025. Any payment of cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual and legal restrictions and other factors deemed relevant by our Board of Directors. We currently intend to retain any future earnings to fund the operation, development and expansion of our business, and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Indebtedness

Short-term

Our short-term financing is primarily obtained through securities repurchase arrangements conducted through stock exchanges. We use repurchase arrangements, among other things, to finance our liquidity positions. As of March 31, 2026, $1.0 billion, or 44% of the trading securities held in our proprietary trading account were subject to securities repurchase obligations compared to $1.4 billion, or 63% as of March 31, 2025. The securities we pledge as collateral under repurchase agreements are liquid trading securities with market quotes and significant trading volume. For additional information regarding our securities repurchase agreement obligations see Note 13 "Securities Repurchase Agreement Obligations" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.

Long-term

On October 21, 2021, our subsidiary Freedom Finance Special Purpose Company LTD ("Freedom SPC") issued U.S. dollar-denominated bonds due 2026, in an aggregate principal amount of $65.1 million, which are listed on the AIX. The annual interest rate for such bonds is 5.5%. The bonds are guaranteed by FRHC.

On December 19, 2023, Freedom SPC issued U.S. dollar-denominated bonds due 2028, in an aggregate principal amount of $200.2 million, for the purpose of raising funds to finance the development of the Freedom Telecom business. The bonds were issued within the Freedom SPC's $1 billion bond program that is valid until December 31, 2033. For the first and second years, the annual interest rate for such bonds was 12%, and for subsequent years the interest rate is 10.39% (being the sum of the effective federal funds rate as of December 10, 2025 and a margin of 6.5%). On September 16, 2024, Freedom SPC authorized $199.3 million bonds due September 16, 2026 under the same program, with a 10.5% annual interest rate payable quarterly, all of which were placed (i.e., sold) during the three months ended December 31, 2024. In May 2025, Freedom SPC authorized and placed $328.2 million bonds due 2027 denominated in U.S. dollars, euros, and Chinese yuans under the Freedom SPC's $1 billion program, as amended. The U.S. dollar, euro and Chinese yuan bonds have annual interest rate of 10%, 8%, 9.0% respectively, payable on a quarterly basis. On October 10, 2025, Freedom SPC issued U.S. dollar-denominated bonds due October 10, 2028, in an aggregate principal amount of $269.7 million under the Freedom SPC's $1 billion program, with 9.5% annual interest all of which were placed during the three months ended December 31, 2025. On March 19, 2026, Freedom SPC issued U.S. dollar-denominated bonds due March 19, 2029, in an aggregate principal amount of $400 million under the Freedom SPC's second $1 billion program, with 9.0% annual interest, of which $186.5 million were placed during the three months ended March 31, 2026. The Freedom SPC bonds described above are guaranteed by FRHC and listed on the AIX.

As of March 31, 2026, there was an aggregate of $1,261.1 million in principal amount of Freedom SPC bonds, outstanding. The aggregate accrued interest as of March 31, 2026 for the Freedom SPC bonds due 2026, the Freedom SPC bonds due 2027, the Freedom SPC bonds due 2028, and the Freedom SPC bonds due 2029 was $12.2 million.

On June 21, 2019, SilkNetCom, a FRHC's subsidiary since September 17, 2024, entered into a KZT denominated loan facility agreement with JSC "Development Bank of Kazakhstan" for up to $27.8 million. The loan is subject to a fixed annual interest rate of 10.0% effective until April 30, 2027, and 15.71% thereafter, with a maturity date of June 21, 2031. As of March 31, 2026, the outstanding aggregate amount under the loan was $12.06 million, including $13.5 million of principal amount and $353.8 thousand of accrued interest. The purpose of obtaining this loan was to finance the expansion of a broadband internet access in Kazakhstan rural areas.

Freedom Bank KZ entered into two KZT-denominated loan agreements with JSC "Agrarian Credit Corporation": one entered into in January 2026 in a principal amount of $13.73 million at a fixed annual interest rate of 1.5%, with a

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maturity date of March 2027, and one entered into in December 2025 in a principal amount of $16.29 million at a fixed annual interest rate of 1.5%, with a maturity date of December 2040. As of March 31, 2026, the outstanding aggregate principal amount under these loans was $30.03 million. The purpose of obtaining these loans was for further lending by Freedom Bank KZ to entities operating in the agro-industrial sector of Kazakhstan and agricultural production cooperatives.

Freedom Bank KZ entered into multiple KZT-denominated loan agreements with "Damu" Entrepreneurship Development Fund during the period from May 2025 through November 2025. The loans carry fixed annual interest rates ranging from 2.0% to 3.5%, with maturity dates ranging from December 2031 to May 2040. As of March 31, 2026, the outstanding aggregate principal amount under these loans was $53.47 million. The purpose of obtaining these loans was to support small and medium-sized businesses through subsequent lending on preferential terms, aiming to stimulate entrepreneurship and promote economic development. These loans do not impose any financial covenants.

During the fiscal 2025, Freedom Bank KZ established three Kazakhstan law bond programs: (i) a program of up to 100 billion Kazakhstani tenge, of which 7-year bonds for 50 billion Kazakhstani tenge which have been listed on the KASE, with a floating interest rate to be determined following the first trades, (ii) a program of up to 200 billion Kazakhstani tenge, of which 2-year bonds for 36 billion Kazakhstani tenge have been listed on the KASE with a fixed interest rate determined following the first trades, and (iii) a program of up to $300 million, of which 2-year bonds for $50 million have been listed on the KASE with a fixed interest rate to be determined following the first trades. None of the bonds within the Freedom Bank KZ's bond programs have been placed to investors. Going forward, Freedom Bank KZ may decide to place any or all of these the bonds as needed to support its liquidity.

Net Capital and Capital Requirements

A number of our subsidiaries (and, in certain instances, FRHC as their owner) are required to satisfy minimum net capital and capital adequacy requirements to conduct their brokerage, banking and insurance operations in the jurisdictions in which they operate. This is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or jurisdictions. As a result, such subsidiaries may be restricted in their ability to transfer cash between different jurisdictions and to FRHC. Additionally, transfers of cash between international jurisdictions may have adverse tax consequences that could discourage such transfers.

At March 31, 2026, these minimum net capital and capital adequacy requirements for each company ranged from approximately $2.1 million to $231.1 million and fluctuate depending on various factors. At March 31, 2026, the aggregate net capital and capital adequacy requirements of our subsidiaries was approximately $518.2 million. FRHC and each of our subsidiaries that is subject to net capital or capital adequacy requirements exceeded the minimum required amount at March 31, 2026.

Although we operate with levels of net capital and capital adequacy substantially greater than the minimum established thresholds, in the event we fail to maintain minimum net capital or capital adequacy, we may be subject to fines and penalties, suspension of operations, revocation of licensure and disqualification of our management from working in the industry. Our subsidiaries are also subject to various other rules and regulations, including liquidity and capital adequacy ratios. Our operations that require the intensive use of capital are limited to the extent necessary to meet our regulatory requirements.

Over the past several years, we have pursued an aggressive growth strategy both through acquisitions and organic growth efforts. While our active growth strategy has led to revenue growth it also results in increased expenses and greater need for capital resources. Additional growth and expansion may require greater capital resources than we currently possess, which could require us to pursue additional equity or debt financing from outside sources. We cannot assure that such financing will be available to us on acceptable terms, or at all, at the time it is needed.

We believe that our current cash and cash equivalents, cash expected to be generated from operating activities, and forecasted returns from our proprietary trading, combined with our ability to raise additional capital will be sufficient to meet our present and anticipated financing needs.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual

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results could differ from those estimates. Following are the accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results.

Allowance for credit losses

Management estimates and recognizes the CECL as an allowance for lifetime expected credit losses for loans issued. This is different compared to the previous practice of recognizing allowances based on probable incurred losses.

Under CECL, the allowance for credit losses (ACL) primarily consists of two components:

Collective CECL Component: This component is used for estimating expected credit losses for pools of loans that share common risk characteristics.

Individual CECL Component: This component is applied to loans that do not share common risk characteristics and require individual assessment.

The ACL is a valuation account that is subtracted from the amortized cost of total loans and available-for-sale securities to reflect the net amount expected to be collected. Our methodology for establishing the allowance for loan losses is based on a comprehensive assessment that considers relevant and available information from internal and external sources. This assessment takes into account past events, including historical trends in loan delinquencies and charge-offs, current economic conditions, and reasonable and supportable forecasts. Our processes and accounting policies for the CECL methodology are further described in Note 2 "Summary of Significant Accounting Policies" to the consolidated financial statements included in this annual report on Form 10-K.

Goodwill

We have accounted for our acquisitions using the acquisition method of accounting. The acquisition method requires us to make significant estimates and assumptions, especially at the acquisition date as we allocate the purchase price to the estimated fair values of acquired tangible and intangible assets and the liabilities assumed. We also use our best estimates to determine the useful lives of the tangible and definite-lived intangible assets, which impact the periods over which depreciation and amortization of those assets are recognized. These best estimates and assumptions are inherently uncertain as they pertain to forward looking views of our businesses, customer behavior, and market conditions. In our acquisitions, we have also recognized goodwill at the amount by which the purchase price paid exceeds the fair value of the net assets acquired.

Our ongoing accounting for goodwill and the tangible and intangible assets acquired requires us to make significant estimates and assumptions as we exercise judgment to evaluate these assets for impairment. Our processes and accounting policies for evaluating impairments are further described in Note 2 "Summary of Significant Accounting Policies" to our consolidated financial statements contained in Part II Item 8 of our annual report. As of March 31, 2026, the Company had goodwill of $51.1 million.

Income taxes

We are subject to income taxes in both the United States and numerous foreign jurisdictions. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations for which the ultimate tax determination is uncertain. As a result, actual future tax consequences relating to uncertain tax positions may be materially different than our determinations or estimates.

We recognize deferred tax liabilities and assets based on the difference between the Consolidated Balance Sheet and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

Income taxes are determined in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We account for income taxes using the asset and liability approach. Under this method, deferred income taxes are recognized for tax consequences in future years based on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the differences that are expected to affect taxable income.

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We periodically evaluate and establish the likelihood of tax assessments based on current and prior years' examinations, and unrecognized tax benefits related to potential losses that may arise from tax audits in accordance with the relevant accounting guidance. Once established, unrecognized tax benefits are adjusted when there is more information available or when an event occurs requiring a change.

Legal contingencies

We review outstanding legal matters at each reporting date, in order to assess the need for provisions and disclosures in our financial statements. Among the factors considered in making decisions on provisions are the nature of the matter, the legal process and potential legal exposure in the relevant jurisdiction, the progress of the matter (including the progress after the date of the financial statements but before those statements are issued), the opinions or views of our legal advisers, experiences on similar cases and any decision of our management as to how we will respond to the matter.

Insurance reserves

For insurance reserves, please refer to Note 2 "Summary of Significant Accounting Policies" to the consolidated financial statements included in this annual report on Form 10-K.
