frhc-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended June 30, 2026

			OR

o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ________ to _________

Commission File Number 001-33034


			FREEDOM HOLDING CORP.
			(Exact name of registrant as specified in its charter)

Nevada

30-0233726

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

40 Wall Street, 58th Floor

New York, NY

10005

(Address of principal executive offices)

(Zip Code)

(212) 980 4400

(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	FRHC	The Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes ☐ No x

As of August 7, 2026, the registrant had 63,787,666 shares of common stock, par value $0.001, issued and outstanding.

FREEDOM HOLDING CORP.

FORM 10-Q

TABLE OF CONTENTS



		Page
PART I — FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets as of June 30, 2026, and March 31, 2026	3

	Condensed Consolidated Statements of Operations and Statements of Other Comprehensive Income for the Three Months Ended June 30, 2026 and 2025	4

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2026 and 2025	6

	Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended June 30, 2026 and 2025	8

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	66

Item 3.	Qualitative and Quantitative Disclosures About Market Risk	93

Item 4.	Controls and Procedures	97

PART II — OTHER INFORMATION		98

Item 1.	Legal Proceedings	98

Item 1A.	Risk Factors	98

Item 5.	Other Information	98

Item 6.	Exhibits	99

Signatures		100

Table of Contents


FREEDOM HOLDING CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (All amounts in thousands of United States dollars, unless otherwise stated)


	June 30, 2026		March 31, 2026

ASSETS
Cash and cash equivalents	$	1,351,050	$	966,115
Restricted cash	1,473,196		1,246,312
Investment securities	4,182,982		3,342,561
Margin lending, brokerage and other receivables, net	3,996,783		4,690,782
Loans issued (including $25,157 and $21,321 to related parties)	2,036,515		2,077,606
Fixed assets, net	371,980		358,396
Intangible assets, net	85,996		73,319
Goodwill	52,995		51,099
Right-of-use asset	61,438		47,579
Insurance contract assets	57,011		36,849
Other assets, net (including $40,641 and $40,119 with related parties)	376,937		264,621
TOTAL ASSETS	$	14,046,883	$	13,155,239

LIABILITIES AND SHAREHOLDERS’ EQUITY
Securities repurchase agreement obligations	$	1,254,206	$	1,024,923
Customer liabilities	7,048,800		7,103,984
Margin lending and trade payables	594,005		689,641
Insurance contract liabilities	768,095		653,907
Current income tax liability	62,601		43,701
Debt securities issued	1,470,693		1,261,120
Lease liability	62,986		48,843
Liability arising from continuing involvement	561,891		554,594
Unsettled liability arising from a private placement	300,000		—
Other liabilities	388,330		285,247
TOTAL LIABILITIES	$	12,511,607	$	11,665,960
Commitments and Contingent Liabilities (Note 24)	—		—

SHAREHOLDERS’ EQUITY
Preferred stock - $0.001 par value; 20,000,000 shares authorized, no shares issued or outstanding	—		—
Common stock - $0.001 par value; 500,000,000 shares authorized; 61,428,760 shares issued and outstanding as of June 30, 2026, and 61,292,581 shares issued and outstanding as of March 31, 2026, respectively	61		61
Additional paid in capital	338,123		314,657
Retained earnings	1,263,160		1,231,500
Accumulated other comprehensive loss	(66,068)		(56,939)
TOTAL FRHC SHAREHOLDERS’ EQUITY	$	1,535,276	$	1,489,279

Non-controlling interest	—		—
TOTAL SHAREHOLDERS’ EQUITY	$	1,535,276	$	1,489,279

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	14,046,883	$	13,155,239

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Contents


FREEDOM HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND STATEMENTS OF OTHER COMPREHENSIVE INCOME (Unaudited) (All amounts in thousands of United States dollars, unless otherwise stated)


	Three Months Ended June 30,
	2026		2025 (Recasted)

Revenue:
Fee and commission income	$	156,734	$	107,642
Net gain on trading securities	79,778		45,602
Interest income	295,106		198,571
Net insurance revenue	124,175		143,815
Net gain/(loss) on foreign exchange operations	13,726		(12,893)
Net gain on derivatives	9,853		15,459
Sales of goods and services	41,510		17,224
Other income	11,645		8,561
TOTAL REVENUE, NET	$	732,527	$	523,981

Expense:
Fee and commission expense	$	31,289	$	84,354
Interest expense	177,563		113,410
Insurance claims and policyholder benefits, net of reinsurance	131,582		64,996
Payroll and bonuses	153,127		92,505
Professional services	10,004		13,024
Stock compensation expense	23,235		23,054
Advertising and sponsorship expense (including for the three month ended $11,831 and $5,513 from related parties)	35,785		24,463
General and administrative expense	76,205		41,975
Allowance for expected credit losses	17,659		4,822
Cost of sales	35,244		13,903
TOTAL EXPENSE	$	691,693	$	476,506

INCOME BEFORE INCOME TAX	40,834		47,475

Income tax expense	(9,174)		(10,119)

NET INCOME	$	31,660	$	37,356

Less: Net loss attributable to non-controlling interest in subsidiary	—		—
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	31,660	$	37,356

OTHER COMPREHENSIVE INCOME
Change in unrealized (gain)/loss on investments available-for-sale, net of tax effect	(1,141)		2,998
Reclassification adjustment for net realized (gain)/loss on available-for-sale investments disposed of in the period, net of tax effect	(238)		174
Change in discount rate on liability for future policy benefits	(3,350)		(848)
Foreign currency translation adjustments	(4,400)		(41,804)
OTHER COMPREHENSIVE LOSS	(9,129)		(39,480)

COMPREHENSIVE INCOME/(LOSS) BEFORE NON-CONTROLLING INTERESTS	$	22,531	$	(2,124)

Table of Contents


FREEDOM HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND STATEMENTS OF OTHER COMPREHENSIVE INCOME (Unaudited) (All amounts in thousands of United States dollars, unless otherwise stated)



Less: Comprehensive loss attributable to non-controlling interest in subsidiary	—		—

COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	22,531	$	(2,124)

EARNINGS PER COMMON SHARE (In U.S. dollars):
Earnings per common share - basic	0.52		0.62
Earnings per common share - diluted	0.52		0.61

Weighted average number of shares (basic)	60,416,219		59,853,479
Weighted average number of shares (diluted)	61,269,787		61,057,627

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of contents


FREEDOM HOLDING CORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (All amounts in thousands of United States dollars, unless otherwise stated)


	Three Months Ended June 30,
	2026		2025
			(Recasted)
Cash Flows From Operating Activities
Net income	$	31,660	$	37,356
Adjustments to reconcile net income from operating activities:
Depreciation and amortization	9,879		6,114
Amortization of deferred acquisition costs	2,264		70,018
Non-cash lease expense	6,240		4,046
Change in deferred taxes	(21,149)		(5,463)
Stock compensation expense	23,235		23,054
Unrealized gain on trading securities	(54,499)		(37,736)
Unrealized (gain)/loss on derivatives	(1,524)		1,954
Net realized (gain)/loss on available-for-sale securities	(238)		174
Net change in accrued interest	(54,143)		19,796

Gain from sale of Comrun LLP	—		(1,613)

Change in insurance reserves	112,536		53,777
Revaluation of investment in associates	123		79
Change in unused vacation reserves	2,225		1,266
Allowance for expected credit losses	17,659		4,822
Other non-cash expense/(income)	710		(85)
Changes in operating assets and liabilities:
Trading securities	(548,723)		227,270
Margin lending, brokerage and other receivables (including $12,293 and $15,797 changes from related parties)	745,444		449,567
Insurance contract assets	(15,172)		6,653
Other assets	(36,533)		(101,183)
Brokerage customer liabilities (including $18,698 and $40,843 changes from related parties)	(508,231)		49,788
Current income tax liability	18,935		10,283
Margin lending and trade payables (including $184 and $252 changes from related parties)	(150,637)		(352,399)
Lease liabilities	(6,135)		(3,850)
Liabilities from insurance activity	(3,313)		(5,191)
Other liabilities	87,763		22,334
Net cash flows (used in)/from operating activities	(341,624)		480,831

Cash Flows Used In Investing Activities
Purchase of fixed assets	(79,140)		(26,356)
Purchase of intangible assets	(15,801)		(4,431)
Net change in loans issued to customers	19,589		(205,794)
Purchase of available-for-sale securities, at fair value	(132,730)		(40,740)
Proceeds from sale of available-for-sale securities, at fair value	20,837		13,525
Purchase of held-to-maturity securities	(85,644)		(239,241)
Capital contribution to investment in associate	(40)		(20)
Cash, cash equivalents disposed from sale of subsidiaries	—		(55)
Consideration paid for acquisitions	(4,875)		(10,082)
Cash, cash equivalents and restricted cash received from acquisitions	2,439		7,678

Net cash flows used in investing activities	(275,365)		(505,516)

Table of contents


FREEDOM HOLDING CORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (All amounts in thousands of United States dollars, unless otherwise stated)



Cash Flows From Financing Activities

Proceeds from private placement	300,000		—
Net proceeds/(repayment) of securities repurchase agreement obligations	233,380		(308,030)
Proceeds from issuance of debt securities	210,009		199,204

Net change in bank customer deposits	475,222		196,178
Settlement and repurchase of mortgage loans under the State Program	(16,420)		(12,952)
Funds received under state program for financing of mortgage loans	20,225		16,223

Net (repayment)/proceeds from loans received	(5,718)		32,758
Net cash flows from financing activities	1,216,698		123,381

Effect of changes in foreign exchange rates on cash and cash equivalents	12,196		(74,207)
Effect of expected credit losses on cash and cash equivalents and restricted cash	(86)		(393)

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	611,819		24,096

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD	2,212,427		1,644,770

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	2,824,246	$	1,668,866


	For The Three Months Ended June 30,
	2026		2025

Supplemental disclosure of cash flow information:
Cash paid for interest	$	162,689	$	109,947
Income tax paid	$	11,606	$	8,767

Supplemental non-cash disclosures:
Operating lease right-of-use assets obtained/disposed of in exchange for operating lease obligations during the period, net	$	18,411	$	3,085

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows:


	June 30, 2026		June 30, 2025

Cash and cash equivalents	$	1,351,050	$	567,907
Restricted cash	1,473,196		1,100,959
Total cash, cash equivalents and restricted cash shown as in the statement of cash flows	$	2,824,246	$	1,668,866

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of contents


FREEDOM HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


	Common Stock			Additional paid in capital		Retained earnings		Accumulated other comprehensive loss		Total equity attributable to the shareholders'		Non- controlling interest		Total
	Shares	Amount

At March 31, 2025 (Recasted)	60,993,949	$	61	$	246,610	$	1,078,172	$	(100,396)	$	1,224,447	$	117	$	1,224,564

Sale of Comrun LLP	—	—		—		—		—		—		(117)		(117)

Stock based compensation	211,691	—		23,054		—		—		23,054		—		23,054
Foreign currency translation adjustments, net of tax effect	—	—		—		—		(41,804)		(41,804)		—		(41,804)
Other comprehensive income	—	—		—		—		3,172		3,172		—		3,172
Net income	—	—		—		37,356		—		37,356		—		37,356

At June 30, 2025 (Recasted)	61,205,640	$	61	$	269,664	$	1,115,528	$	(139,028)	$	1,246,225	$	—	$	1,246,225

At March 31, 2026	61,292,581	$	61	$	314,657	$	1,231,500	$	(56,939)	$	1,489,279	$	—	$	1,489,279




Contribution of shareholder	—	—		231		—		—		231		—		231
Stock based compensation	136,179	—		23,235		—		—		23,235		—		23,235
Foreign currency translation adjustments, net of tax effect	—	—		—		—		(4,400)		(4,400)		—		(4,400)
Other comprehensive loss	—	—		—		—		(4,729)		(4,729)		—		(4,729)
Net income	—	—		—		31,660		—		31,660		—		31,660

At June 30, 2026	61,428,760	$	61	$	338,123	$	1,263,160	$	(66,068)	$	1,535,276	$	—	$	1,535,276

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 1 – DESCRIPTION OF BUSINESS

Overview

Freedom Holding Corp. ("FRHC" and, together with its subsidiaries, the "Company" or the "Group") is a corporation organized in the United States under the laws of the State of Nevada that through its operating subsidiaries provides securities brokerage, securities dealing for customers and for our own account, market making activities, investment research, investment counseling, retail and commercial banking, insurance products, payment services information, processing services and lifestyle services. The Company also owns several ancillary businesses, which complement its core financial services businesses, including telecommunications and media businesses in Kazakhstan that are in the early stages of development generating limited revenue relative to the Company's core financial services businesses. FRHC is the holding company of subsidiaries incorporated in Kazakhstan, Cyprus, the United States (USA), the United Kingdom (UK), Armenia, the United Arab Emirates (UAE), Japan, Uzbekistan, Kyrgyzstan, Georgia, Tajikistan, Azerbaijan, Türkiye, Bulgaria, Germany, Greece, Lithuania, The Netherlands, Portugal, Spain, Austria, France and Poland and the Group also has a representative office in Italy. FRHC's subsidiaries in the United States include a broker-dealer that is registered with the United States Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority ("FINRA"). FRHC's common stock is traded on the Nasdaq Capital Market, the Kazakhstan Stock Exchange ("KASE"), and the Astana International Exchange ("AIX"). FRHC's common stock is included in Russell 3000® Index.

As of June 30, 2026, FRHC owned, directly or indirectly, the following subsidiaries:

Name of subsidiary

Jurisdiction of Incorporation

Business Area(1)

Brokerage Segment

Freedom Finance JSC ("Freedom KZ")

Kazakhstan

Securities broker-dealer

Freedom Finance Global PLC ("Freedom Global")

Kazakhstan

Securities broker-dealer

Freedom Finance Europe Limited ("Freedom EU")

Cyprus

Securities broker-dealer

Freedom Finance Armenia LLC ("Freedom AR")

Armenia

Securities broker-dealer

Prime Executions, Inc. (d/b/a Freedom Capital Markets) ("FCM")

USA

Securities broker-dealer

Foreign Enterprise LLC Freedom Finance

Uzbekistan

Securities broker-dealer

Freedom Broker LLC

Kyrgyzstan

Securities broker-dealer

Freedom Broker Global Markets Ltd

UAE

Securities broker-dealer

FREEDOM YATIRIM MENKUL DEĞERLER ANONİM ŞİRKETİ

Türkiye

Securities broker-dealer (pending receipt of license)

Banking Segment

Freedom Bank Kazakhstan JSC ("Freedom Bank KZ")

Kazakhstan

Commercial bank

Freedom Bank Tajikistan CJSC ("Freedom Bank TJ")

Tajikistan

Commercial bank

OUSA Nova LLP

Kazakhstan

Stress asset management company

FBG Company JSC

Georgia

Commercial bank (pending receipt of license)

Insurance Segment

LIC Freedom Life JSC ("Freedom Life")

Kazakhstan

Life/health insurance

Freedom Finance Insurance JSC ("Freedom Insurance")

Kazakhstan

General insurance

Other segment

Ticketon Events LLP ("Ticketon")

Kazakhstan

Online ticket sales

Chiptahoi Muosir LLC

Tajikistan

Online ticket sales

Ticketon Events KG LLC

Kyrgyzstan

Online ticket sales

Ticketon LLC

Uzbekistan

Online ticket sales

Freedom Digital Exchange CJSC

Kyrgyzstan

Digital asset services

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Freedom Finance Special Purpose Company LTD ("Freedom SPC")

Kazakhstan

Issuance of debt securities

FRHC-IF. SPC Ltd

Kazakhstan

Financing and investment activities

Freedom Finance Commercial LLP

Kazakhstan

Sales consulting

Freedom Technologies LLP ("Paybox")

Kazakhstan

Payment services

Freedom Processing LLP

Kazakhstan

IT solutions and products processes data for payment services

Freedom Pay LLP

Kazakhstan

Payment platform

Paybox Money LLP

Kazakhstan

Implementation of payment services

Freedom Pay Tajikistan LLC

Tajikistan

Bank Payment Agent

Freedom Pay Kyrgyzstan LLC

Kyrgyzstan

Provision of payment services

Freedom Payments LLC

Uzbekistan

Provision of payment services

Aviata LLP ("Aviata")

Kazakhstan

Online travel ticket aggregator

Internet-Tourism LLP

Kazakhstan

Online travel ticket aggregator

Arbuz Group LLP ("Arbuz")

Kazakhstan

Online retail trade and e-commerce

Prime Retail LLP

Kazakhstan

Online retail trade and e-commerce

Retail Prime Astana LLP

Kazakhstan

Online retail trade and e-commerce

Arbuz Pharma LLP

Kazakhstan

Retail (pharmaceuticals)

Freedom Telecom Holding Limited ("Freedom Telecom")

Kazakhstan

Telecommunications

Freedom Telecom Operations LLP

Kazakhstan

Wireless telecommunications

Freedom Media LLP ("Freedom Media")

Kazakhstan

Media and entertainment

Freedom Cloud LLP ("Freedom Cloud")

Kazakhstan

Telecommunications

Freedom Connect LLP (formerly, SilkNetCom LLP)

Kazakhstan

Telecommunications

Elitecom LLP

Kazakhstan

Telecommunications

Freedom Cloud Holding Ltd. (formerly, Astel Group Ltd., renamed on January 8, 2026) ("Freedom Cloud Holding")

Kazakhstan

Holding company

Arna-Sprint Data Communications JSC

Kazakhstan

Rental and leasing of other personal items and household goods

Astel JSC

Kazakhstan

Other wireless telecommunications

Freedom Kazakhstan Ltd.

Kazakhstan

Holding company

Freedom Advertising Ltd. ("Freedom Advertising")

Kazakhstan

Advertising

Freedom Shapagat Corporate Fund

Kazakhstan

Non-profit organization

Freedom Holding Operations LLP

Kazakhstan

Hiring and recruitment

Freedom Horizons LLP

Kazakhstan

Business consulting and services

CLUB T LLP

Kazakhstan

Restaurant and cafe operations

CLUB T ASTANA LLP

Kazakhstan

Restaurant and cafe operations

Freedom Events LLP

Kazakhstan

Concert and events organizations

Freedom Tech Ltd.

Kazakhstan

IT services

Freedom Ventures Ltd.

Kazakhstan

Investment company

Freedom Home LLP

Kazakhstan

Housing and utilities software solutions

Freedom Auto LLP

Kazakhstan

E-commerce and logistics

Freedom Travel LLP

Kazakhstan

Travel agency operations

Freedom Media Group Ltd

Kazakhstan

Holding company

Freedom AI Ltd

Kazakhstan

Data center and IT infrastructure services

Freedom Hotels LLP

Kazakhstan

Online hotel booking platform

Freedom Finance Azerbaijan LLC

Azerbaijan

Financial educational center

Freedom Finance FZE

UAE

Consulting

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Freedom Management Ltd.

UAE

Consulting

Freedom Telecom International FZE

UAE

Telecommunications

FRHC Executive office L.L.C-FZ

UAE

Holding company

Freedom Finansial Hizmetler Anonim Şirketi

Türkiye

Financial consulting

Freedom Finance Technologies Ltd

Cyprus

IT development

Freedom Prime UK Limited

Management consulting

Freedom Finance Germany GmbH

Germany

Tied Agent of Freedom EU

Freedom Structured Products PLC ("FSP")

Cyprus

Financial services

Freedom24 Chess Masters LTD

Cyprus

Chess academy

Freedom Property Ltd

Cyprus

Asset management company

Freedom24 Bulgaria VCC

Bulgaria

Tied Agent of Freedom EU

Freedom24 Greece Single Members P.C

Greece

Tied Agent of Freedom EU

Freedom24 Poland LTD

Poland

Tied Agent of Freedom EU

Freedom24 Lithuania, UAB

Lithuania

Tied Agent of Freedom EU

Freedom24 Iberia SL

Spain

Tied Agent of Freedom EU

Freedom24 Netherlands B.V.

Netherlands

Tied Agent of Freedom EU

Freedom24 Austria GmbH

Austria

Tied Agent of Freedom EU

Freedom24 France

France

Tied Agent of Freedom EU

Freedom24 Portugal, LDA

Portugal

Tied Agent of Freedom EU

Freedom24 C

Cyprus

EMI license acquisition

Freedom24 P

Cyprus

EMI license acquisition

ChessBase GmbH

Germany

Development and distribution of chess software

Freedom Japan Co., Ltd

Japan

Market research and analysis (fintech)

FFIN Securities, Inc.

USA

Dormant

Freedom U.S. Market LLC

USA

Management company

LD Micro, Inc.

USA

Event platform

Freedom US Technologies LLC

USA

Technology services

Total subsidiaries

(1) The classification of subsidiaries under the heading "Business Area" does not constitute, imply, or represent that any such subsidiary holds, or is required to hold, any license, registration, consent, or other regulatory authorization in respect of the relevant business activities.

Through its subsidiaries, the Company offers a diverse range of financial services, including banking, brokerage, and insurance. The Company also provides lifestyle services such as online payments, travel, ticketing, e-commerce, and telecommunications and media businesses in Kazakhstan that are in a developmental stage. It operates as a professional participant in the financial markets, holding banking and insurance licenses, as well as licenses to provide various services across multiple stock exchanges, including the KASE and the AIX, the Republican Stock Exchange of Tashkent, and the Uzbek Republican Currency Exchange. Additionally, our U.S. subsidiary FCM it is a member of the New York Stock Exchange ("NYSE") and the Nasdaq Stock Exchange ("Nasdaq"). Freedom EU enhances the Company's offerings by providing customers with operational support and access to investment opportunities in the United States and the European securities markets.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting principles

The Group's accounting policies and accompanying consolidated financial statements conform to accounting principles generally accepted in the United States of America (U.S. GAAP).

Basis of presentation and principles of consolidation

The consolidated financial statements present the consolidated accounts of FRHC and its consolidated subsidiaries. All inter-company balances and transactions have been eliminated from the consolidated financial statements.

These consolidated financial statements should be read in conjunction with the consolidated financial statements, and related notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “2026 Annual Report on Form 10-K”). Note 2 to the consolidated financial statements in Company’s 2026 Annual Report on Form 10-K contains a summary of the Company’s significant accounting policies, except for the following amendments:

Concentrations of Revenue

Revenues from one customer of the Group's Brokerage segment represents the following amount of the Group's consolidated revenues:


	Three Months Ended June 30, 2026		Three Months Ended June 30, 2025
Single non-related party	$	100,886	$	81,272

For the three months ended June 30, 2026 and June 30, 2025, the amounts in the table above included fee and commission income earned from one customer in the amount of $89,806 and $72,325, respectively, and interest income from margin loans to one customer in the amount of $11,080 and $8,947.

Impairment of Goodwill

Goodwill is allocated to reporting units, which are identified as the operating segments or one level below operating segments that generate separate financial information, regularly reviewed by management. The assignment of goodwill to reporting units allows for the assessment of potential impairment at the appropriate level within the organization.

The Group has identified its reporting units based on its organizational and operational structure, as well as the level at which internal financial information is reviewed by management to make strategic decisions. We have the following reporting units: Banking, Insurance, Brokerage, and Other. The management team responsible for each unit reviews financial information related to such reporting unit, including revenue, expenses, and market trends.

Goodwill has been allocated to each reporting unit based on its relative fair value at the time of acquisition or significant triggering events. The fair value allocation of goodwill to reporting units is periodically reassessed to ensure alignment with the Group's evolving organizational structure and operational dynamics.

The Group conducts impairment testing on an annual basis or whenever indicators of potential impairment arise. The impairment testing involves comparing the carrying amount of each subsidiary, including its allocated goodwill, to its fair value. If the carrying amount exceeds the fair value, an impairment loss is recognized.

Further details regarding the measurement of goodwill impairment and the results of impairment tests for each reporting unit are provided below.

The Group discloses information about its reporting units, the carrying amounts of goodwill allocated to each reporting unit, and the impairment losses recognized. The allocation of goodwill to reporting units ensures a focused evaluation of

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

each unit's financial performance and facilitates the identification of potential impairment, enhancing the transparency and reliability of the Company's financial reporting.

As of June 30, 2026 and March 31, 2026, goodwill recorded in the Company's Condensed Consolidated Balance Sheets totaled $52,995 and $51,099, respectively.

The amount of goodwill at June 30, 2026 increased compared to March 31, 2026 primarily as a result of the acquisition of 100% interest in ChessBase GmbH by FRHC. Final valuation of ChessBase GmbH was not completed. Excluding the impact of acquisition of ChessBase GmbH, the increase in goodwill was partially offset by the effect of foreign currency translation.

The changes in the carrying amount of goodwill for the three months ended June 30, 2026 and 2025, were as follows:


	Brokerage		Bank		Insurance		Other		Total
Goodwill, gross
Balance as of March 31, 2025	$	2,568	$	2,735	$	921	$	42,869	$	49,093
Foreign currency translation difference	(28)		(473)		(27)		(1,274)		(1,802)
Write-off due to the sale	—		—		—		(560)		(560)
Acquired	—		—		—		1,740		1,740
Balance as of June 30, 2025	$	2,540	$	2,262	$	894	$	42,775	$	48,471

Balance as of March 31, 2026	$	2,618	$	2,455	$	970	$	45,056	$	51,099
Foreign currency translation difference	(4)		(10)		(4)		(159)		(177)
Write-off due to the sale	—		—		—		—		—
Acquired	—		—		—		2,073		2,073
Balance as of June 30, 2026	$	2,614	$	2,445	$	966	$	46,970	$	52,995

Accumulated impairment
Balance as of March 31, 2025	$	—	$	—	$	—	$	—	$	—
Impairment expense	—		—		—		—		—
Balance as of June 30, 2025	$	—	$	—	$	—	$	—	$	—

Balance as of March 31, 2026	$	—	$	—	$	—	$	—	$	—
Impairment expense	—		—		—		—		—
Balance as of June 30, 2026	$	—	$	—	$	—	$	—	$	—

Goodwill, net of impairment
Balance as of June 30, 2025	$	2,540	$	2,262	$	894	$	42,775	$	48,471
Balance as of March 31, 2026	$	2,618	$	2,455	$	970	$	45,056	$	51,099
Balance as of June 30, 2026	$	2,614	$	2,445	$	966	$	46,970	$	52,995

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Policyholder Dividends

The Company may, at its sole discretion, declare and pay dividends to certain pension policyholders. Such dividends are not contractually guaranteed and are not legally or constructively obligated prior to declaration by the Company.

Previously, because the payment of these dividends was subject to the Company's discretionary approval and did not represent a present obligation as of the reporting date, no liability was recognized within future policy benefit reserves, deferred profit liabilities, or other policyholder benefit liabilities. These costs were expensed as incurred.

Beginning in May 2026, the Company changed its policyholder dividend program. Instead of paying dividends directly to policyholders, declared dividends are automatically applied as premiums for an additional insurance contract under which the Company is contractually obligated to pay the policyholder an amount equal to the premium. Accordingly, the Company concluded that the related payment represents a future policy benefit of the integrated insurance arrangement rather than a discretionary policyholder dividend. As a result, the expected cash flows are included in the measurement of the liability for future policy benefits, and such amounts are no longer recognized as policyholder dividend expense.

Recent accounting pronouncements

Adoption of ASU 2018-12 — Targeted Improvements to the Accounting for Long-Duration Contracts

Effective for annual periods beginning April 1, 2025, the Company adopted ASU 2018-12, Financial Services — Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, as clarified and amended by ASU 2019-09 and ASU 2020-11 (collectively, "LDTI"), using the modified retrospective transition method with a transition date of April 1, 2023.

LDTI changed existing recognition, measurement, presentation, and disclosure requirements for long-duration insurance contracts. The principal changes affecting the Company are: (1) a requirement to review and, if there is a change, update cash flow assumptions used to measure the liability for future policy benefits (LFPB) at least annually and to update the discount rate assumption quarterly, with assumption changes recognized within Insurance claims and policyholder benefits, net of reinsurance and discount rate changes recognized within Change in discount rate on liability for future policy benefits, net of tax in other comprehensive income; (2) simplified amortization for deferred acquisition costs (DAC) on a constant-level basis over the expected contract term, replacing the previous coverage-period approach; and (3) enhanced financial statement presentation and disclosures, including disaggregated rollforwards of the LFPB and DAC.

The Company applied the modified retrospective transition approach to all long-duration contracts in force as of the transition date. Under this approach, the carrying amount of the LFPB at April 1, 2023 was adjusted to remove any related amounts in accumulated other comprehensive income (AOCI), and the LFPB was remeasured using the current upper-medium grade discount rate as of the transition date. DAC balances at the transition date were not adjusted; however, subsequent amortization follows the new straight-line method. Prior comparative periods (fiscal years 2024 and 2025) have been recast to reflect the adoption of LDTI. The quantitative effects of adoption on the consolidated financial statements are disclosed in Note 3.

In connection with the adoption of LDTI, the Company renamed the following line items in its consolidated financial statements to accommodate the broader scope of LDTI-related activity: "Insurance underwriting income" was renamed to "Net insurance revenue"; "Insurance claims incurred, net of reinsurance" was renamed to "Insurance claims and policyholder benefits, net of reinsurance". A new line "Change in discount rate on liability for future policy benefits, net of tax" was added to the statement of other comprehensive income. Prior-period amounts have been conformed to the current-period presentation only and have no effect on previously reported total revenue, total expense, net income, total assets, or total liabilities.

Adoption of ASU 2023-09 — Income Taxes: Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. The Company adopted ASU No 2023-09 effective April 1, 2025.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Adoption of ASU 2024-04 — Debt-Debt with Conversion and Other Options

In November 2024, the FASB issued ASU No. 2024-04, “Debt-Debt with Conversion and Other Options” (Subtopic 470-20). The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in update 2020-06. The amendments in this update permit an entity to apply the new guidance on either a prospective or a retrospective basis. The adoption of ASU No. 2024-04 did not impact the Company's consolidated financial statements or related disclosures.

Adoption of ASU 2025-05 — Financial instruments – Credit losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU No. 2025-05, “Financial instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The amendments in this update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. An entity that elects the practical expedient and the accounting policy election, if applicable, should apply the amendments in this update prospectively. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The adoption of ASU No. 2025-05 did not materially affect the Company’s consolidated financial statements.

Adoption of ASU 2025-08 — Financial instruments – Credit losses (Topic 326): Purchased loans

In November 2025, the FASB issued ASU No. 2025-08, “Financial instruments – Credit losses (Topic 326): Purchased loans”. The amendments in this update expand the population of acquired financial assets subject to the gross-up approach in Topic 326. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim reporting period, it should apply the amendments as of the beginning of that interim reporting period or the beginning of the annual reporting period that includes that interim reporting period. The Company early adopted ASU 2025-08 as of October 1, 2025. The Company adopted the guidance on a prospective basis to loans that are acquired on or after the initial application date, in accordance with the transition provisions of ASU 2025-08. Accordingly, the guidance applies to transactions occurring on or after the adoption date, the prior-period financial statements were not restated. The adoption of this ASU did not materially affect the Company’s consolidated financial statements.

Recent accounting pronouncements not yet adopted

In October 2023, the FASB issued Accounting Standards Update No. 2023-06 ("ASU 2023-06"), Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. ASU 2023-06 modified the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations. The amendments to the various topics should be applied prospectively, and the effective date will be determined for each individual disclosure based on the effective date of the SEC’s removal of the related disclosure. If the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, then ASU 2023-06 will not become effective. Early adoption is prohibited. While the Company is currently evaluating the effect that implementation of this update will have on its consolidated financial statements, no material impact is anticipated.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures” (Subtopic 220-40). The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that ASU No. 2024-03 will have on its consolidated financial statements and related disclosures.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

In May 2025, the FASB issued ASU No. 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity”. The amendments in this update affect entities involved in acquisition transactions effected primarily by exchanging equity interest when the legal acquiree is a VIE that meets the definition of a business. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this update require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact that ASU No 2025-03 will have on its consolidated financial statements and related disclosures.

In May 2025, the FASB issued ASU No. 2025-04, “Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”. The amendments in this update affect all entities that issue share-based consideration to a customer that is within the scope of Topic 606. The amendments in this update are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. The amendments in this update permit a grantor to apply the new guidance on either a modified retrospective or a retrospective basis. The Company is currently evaluating the impact that ASU No 2025-04 will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. The amendments in this update apply to all entities subject to the internal-use software guidance in Subtopic 350-40. The amendments also apply to all entities that account for website development costs in accordance with Subtopic 350-50, Intangibles—Goodwill and Other—Website Development Costs. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in this update permit an entity to apply the new guidance using any of the following transition approaches: a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, a retrospective transition approach. The Company is currently evaluating the impact that ASU No 2025-06 will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”. The Board is issuing this update to address stakeholders’ concerns about the application of derivative accounting to contracts with features based on the operations or activities of one of the parties to the contract and the diversity in accounting for share-based noncash consideration from a customer that is consideration for the transfer of goods or services. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that ASU No. 2025-07 will have on its consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU No. 2025-09, “Derivatives and hedging (Topic 815): Hedge accounting improvements”. The amendments in this update apply to any entity that elects to apply hedge accounting in accordance with Topic 815. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. For entities other than public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted on any date on or after the issuance of this update. The Company is currently evaluating the impact that ASU No 2025-09 will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-10, “Government grants (Topic 832): Accounting for government grants received by business entities”. The amendments in this update apply to business entities (specifically, all entities except for not-for-profit entities and employee benefit plans) that receive a government grant. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. For entities other than public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2029, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact that ASU No 2025-10 will have on its consolidated financial statements and related disclosures.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The Board is issuing amendments in this update to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for interim reporting periods within annual reporting periods beginning after December 15, 2028, for entities other than public business entities. Early adoption is permitted for all entities. The Company is currently evaluating the impact that ASU No 2025-11 will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification improvements. Thirty-three issues are addressed in this update. The amendments in this update represent changes to the Codification that clarify, correct errors, or make minor improvements. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact that ASU No 2025-12 will have on its consolidated financial statements and related disclosures.

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2026-01; however, the Company does not expect the adoption to have a material impact on its condensed consolidated financial statements and related disclosures.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes guidance for the recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2026-02 on its consolidated financial statements and related disclosures.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 3 - RECAST

Effective April 1, 2025, the Company adopted Accounting Standards Update 2018-12, Financial Services — Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts ("LDTI"), as amended by ASU 2019-09 and ASU 2020-11, using the modified retrospective transition method. The transition date is April 1, 2023, which is the beginning of the earliest period presented in the Company's consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2026. The condensed consolidated balance sheets as of June 30, 2026 and March 31, 2026 are presented on the basis applied in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2026 and have not been recast; the recast affects the comparative statements of operations, comprehensive income, changes in equity (including opening balances as of April 1, 2025) and cash flows.

The comparative financial statements for the three months ended June 30, 2025 have been recast to reflect the effects of LDTI adoption. The adoption affected only the measurement and presentation of long-duration insurance contracts (life insurance and annuity contracts written by Freedom Life); it did not change the accounting for the Group's short-duration insurance contracts or any non-insurance line items. In connection with the adoption, the Group renamed the following financial statement line items: "Insurance underwriting income" to "Net insurance revenue"; "Insurance claims incurred, net of reinsurance" to "Insurance claims and policyholder benefits, net of reinsurance"; and "Liabilities from insurance activity" to "Insurance contract liabilities". A new line "Change in discount rate on liability for future policy benefits" was added to other comprehensive income. Prior-period amounts have been conformed to the current-period presentation. The adoption of LDTI did not change net cash provided by or used in operating, investing, or financing activities for any period presented.


	Three months ended June 30, 2025
	As previsouly reported		Effect of adoption of ASU 2018-12		As recasted

Revenue:
Fee and commission income	$	107,642	$	—	$	107,642
Net gain on trading securities	45,602		—		45,602
Interest income	198,571		—		198,571
Net insurance revenue	153,257		(9,442)		143,815
Net loss on foreign exchange operations	(12,893)		—		(12,893)
Net gain on derivatives	15,459		—		15,459
Sales of goods and services	17,224		—		17,224
Other income	8,561		—		8,561
TOTAL REVENUE, NET	$	533,423	$	(9,442)	$	523,981

Expense:
Fee and commission expense	$	84,871	$	(517)	$	84,354
Interest expense	113,410		—		113,410
Insurance claims and policyholder benefits, net of reinsurance	80,285		(15,289)		64,996
Payroll and bonuses	93,101		(596)		92,505
Professional services	13,024		—		13,024
Stock compensation expense	23,054		—		23,054
Advertising and sponsorship expense	24,463		—		24,463
General and administrative expense	41,975		—		41,975
Allowance for expected credit losses	4,822		—		4,822
Cost of sales	13,903		—		13,903

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


TOTAL EXPENSE	$	492,908	$	(16,402)	$	476,506

INCOME BEFORE INCOME TAX	40,515		6,960		47,475

Income tax expense	(10,119)		—		(10,119)

NET INCOME	$	30,396	$	6,960	$	37,356

Less: Net loss attributable to non-controlling interest in subsidiary	—		—		—
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	30,396	$	6,960	$	37,356

OTHER COMPREHENSIVE INCOME
Change in unrealized loss on investments available-for-sale, net of tax effect	2,998		—		2,998
Reclassification adjustment for net realized loss on available-for-sale investments disposed of in the period, net of tax effect	174		—		174
Change in discount rate on liability for future policy benefits	—		(848)		(848)
Foreign currency translation adjustments	(41,804)		—		(41,804)
OTHER COMPREHENSIVE LOSS	(38,632)		(848)		(39,480)

COMPREHENSIVE (LOSS)/INCOME BEFORE NON-CONTROLLING INTERESTS	$	(8,236)	$	6,112	$	(2,124)

Less: Comprehensive loss attributable to non-controlling interest in subsidiary	—		—		—

COMPREHENSIVE (LOSS)/INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(8,236)	$	6,112	$	(2,124)

Nature of principal adjustments

The LDTI recast adjustments consist of:

(a) Liability for future policy benefits. The LFPB for the Group's long-duration life insurance and annuity contracts was remeasured under the net premium ratio approach of ASC 944-40 as amended by LDTI. At the transition date (April 1, 2023), the LFPB carrying amount was adjusted to remove amounts previously recorded in AOCI and was remeasured using the upper-medium grade discount rate. For recast periods after the transition date, the LFPB reflects annual cash flow assumption reviews (recognized within Insurance claims and policyholder benefits, net of reinsurance) and quarterly discount rate updates (recognized within Change in discount rate on liability for future policy benefits, net of tax in OCI). The LFPB is included within Insurance contract liabilities on the consolidated balance sheet.

(b) Deferred acquisition costs. Under LDTI, DAC on long-duration contracts is amortized on a straight-line basis over the expected contract term, replacing the Group's previous method of amortization over the coverage period of the related contracts. DAC balances at the transition date were not adjusted; the change in amortization method was applied prospectively from the transition date. DAC is included within Insurance contract assets.

(c) Accumulated other comprehensive income. AOCI was adjusted at the transition date to reflect the difference between the LFPB measured at the locked-in discount rate and at the current upper-medium grade discount rate at April 1, 2023.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Subsequent quarterly discount rate updates result in remeasurement gains or losses recognized within Change in discount rate on liability for future policy benefits, net of tax.

(d) Disaggregated presentation. Under LDTI, the Group disaggregates Insurance contract liabilities between long-duration contracts (LFPB) and short-duration claims reserves within Note 14. Comparative periods have been recast to reflect this disaggregation.

(e) Line item renames. The Group renamed certain financial statement line items in connection with LDTI adoption as described above and in Note 2.

NOTE 4 – CASH AND CASH EQUIVALENTS

As of June 30, 2026, and March 31, 2026, cash and cash equivalents consisted of the following:


	June 30, 2026		March 31, 2026

Short term deposits in National Bank (Kazakhstan)	$	344,493	$	328,242
Short term deposits on brokerage accounts	317,750		5,621
Short term deposits in commercial banks	271,416		292,879
Overnight deposits	252,881		6,972
Petty cash in bank vault and on hand	80,052		97,595
Securities purchased under reverse repurchase agreements	58,782		207,893
Cash in transit	15,586		18,710
Short term deposits in stock exchanges	6,980		3,686
Short term deposits in National Bank (Tajikistan)	2,684		1,136
Short term deposits in the Central Depository (Kazakhstan)	1,238		3,904


Other short term deposits and accounts	213		211



Allowance for Cash and cash equivalents	(1,025)		(734)


Total cash and cash equivalents	$	1,351,050	$	966,115

As of June 30, 2026, and March 31, 2026, cash and cash equivalents balance included short-term collateralized securities received under reverse repurchase agreements which the Group concludes mainly on KASE. KASE, in turn, guarantees payments to the counterparty. The terms of the short-term collateralized securities received under reverse repurchase agreements as of June 30, 2026, and March 31, 2026 are presented below:


	June 30, 2026
	Interest rates and remaining contractual maturity of the agreements
	Average interest rate		Up to 30 days		Total
Securities purchased under reverse repurchase agreements
Non-US sovereign debt	4.93	%	$	46,615	$	46,615
Corporate equity	16.17	%	9,625		9,625
Corporate debt	11.51	%	2,542		2,542

Total			$	58,782	$	58,782

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


	March 31, 2026
	Interest rates and remaining contractual maturity of the agreements
	Average interest rate		Up to 30 days		Total
Securities purchased under reverse repurchase agreements
Corporate equity	17.78	%	$	127,652	$	127,652
Non-US sovereign debt	13.15	%	66,295		66,295
Corporate debt	7.79	%	13,946		13,946
Total			$	207,893	$	207,893

The securities received by the Group as collateral under reverse repurchase agreements are liquid trading securities with market quotes and significant trading volume. The fair value of collateral received by the Group under reverse repurchase agreements as of June 30, 2026 and March 31, 2026, was $58,965 and $207,846, respectively.

As of June 30, 2026 and March 31, 2026, securities purchased under reverse repurchase agreements included accrued interest in the amount of $143 and $107, with a weighted average maturity of 5 days and 1 day, respectively.

NOTE 5 – RESTRICTED CASH

As of June 30, 2026, and March 31, 2026, restricted cash consisted of the following:


	June 30, 2026		March 31, 2026

Brokerage customers’ cash	$	1,303,828	$	1,095,026
Guaranty deposits	158,787		135,258
Restricted bank accounts	9,114		9,436
Due from banks	8,627		6,183
Short term placements	8,592		16,368
Deferred distribution payment	23		23

Allowance for restricted cash	(15,775)		(15,982)

Total restricted cash	$	1,473,196	$	1,246,312

As of June 30, 2026, and March 31, 2026, part of the Group’s restricted cash was segregated in a special custody account for the exclusive benefit of the relevant brokerage customers.

As of June 30, 2026, and March 31, 2026, the Group had brokerage customers’ cash with a single non-related prime broker that individually exceeded 10% of the Group’s total restricted cash in the amount of $1,169,474 and $684,476, respectively.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 6 – INVESTMENT SECURITIES

As of June 30, 2026 and March 31, 2026, trading, available-for-sale securities and held-to-maturity securities consisted of the following:


	June 30, 2026		March 31, 2026

Non-U.S. sovereign debt	$	2,073,085	$	1,337,577
Corporate debt	682,474		793,850
Corporate equity	148,815		166,394
U.S. sovereign debt	32,778		33,060
Exchange traded notes and funds	37,525		8,219
Total trading securities	$	2,974,677	$	2,339,100


	June 30, 2026		March 31, 2026


Corporate debt	$	422,690	$	311,604
Non-U.S. sovereign debt	242,009		240,453
U.S. sovereign debt	22,085		21,981
Total available-for-sale securities, at fair value	$	686,784	$	574,038


	June 30, 2026		March 31, 2026

Non-U.S. sovereign debt	$	486,448	$	429,660
Corporate debt	35,358		—
Allowance	(285)		(237)
Total held-to-maturity securities	$	521,521	$	429,423

Total investment securities	$	4,182,982	$	3,342,561

The following tables present maturity analysis for available-for-sale securities as of June 30, 2026, and March 31, 2026:


	June 30, 2026
	Remaining contractual maturity of the agreements
	Up to 1 year		1-5 years		5-10 years		More than 10 years		Total


Corporate debt	$	42,944	$	320,996	$	55,087	$	3,663	$	422,690
Non-US sovereign debt	49,837		22,043		168,179		1,950		242,009
US sovereign debt	11,043		9,876		—		1,166		22,085
Total available-for-sale securities, at fair value	$	103,824	$	352,915	$	223,266	$	6,779	$	686,784

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


	March 31, 2026
	Remaining contractual maturity of the agreements
	Up to 1 year		1-5 years		5-10 years		More than 10 years		Total

Corporate debt	$	24,824	$	210,742	$	72,497	$	3,541	$	311,604
Non-US sovereign debt	7,378		63,767		167,372		1,936		240,453
US sovereign debt	10,940		9,870		—		1,171		21,981
Total available-for-sale securities, at fair value	$	43,142	$	284,379	$	239,869	$	6,648	$	574,038

The following tables present maturity analysis for held-to-maturity securities as of June 30, 2026, and March 31, 2026:


	June 30, 2026
	Remaining contractual maturity of the agreements
	Up to 1 year		1-5 years		5-10 years		More than 10 years		Total

Corporate debt	$	—	$	—	$	35,326	$	—	$	35,326
Non-US sovereign debt	—		195,247		115,350		175,598		486,195
Total held-to-maturity securities	$	—	$	195,247	$	150,676	$	175,598	$	521,521


	March 31, 2026
	Remaining contractual maturity of the agreements
	Up to 1 year		1-5 years		5-10 years		More than 10 years		Total

Non-US sovereign debt	—		195,701		138,207		95,515		429,423
Total held-to-maturity securities	$	—	$	195,701	$	138,207	$	95,515	$	429,423

As of June 30, 2026, the Group held debt securities of two issuers that individually exceeded 10% of the Group’s total investment securities - the Ministry of Finance of the Republic of Kazakhstan (Fitch: BBB credit rating) in principal amount of $2,733,248 and the Kazakhstan Sustainability Fund JSC (Fitch: BBB credit rating) in principal amount of $550,316. Similarly, as of March 31, 2026, the Group held debt securities of two issuers each of which individually exceeded 10% of the Group’s total investment securities - the Ministry of Finance of the Republic of Kazakhstan (Fitch: BBB credit rating) in principal amount of $1,897,085 and the Kazakhstan Sustainability Fund JSC (Fitch: BBB credit rating) in principal amount of $544,306. The debt securities issued by the Ministry of Finance of the Republic of Kazakhstan and the Kazakhstan Sustainability Fund JSC are categorized as non-US sovereign debt and corporate debt, respectively.

As of June 30, 2026 and March 31, 2026, the Group had $495 and $376 that was recognized as other-than-temporary impairment in accumulated other comprehensive income/loss.

The fair value of securities is determined using observable market data based on recent trading activity. Where observable market data is unavailable due to a lack of trading activity, the Group utilizes internally developed models to estimate fair value and independent third parties to validate assumptions, when appropriate. Estimating fair value requires significant management judgment, including benchmarking to similar instruments with observable market data and applying

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

appropriate discounts that reflect differences between the securities that the Group is valuing and the selected benchmark. Depending on the type of securities owned by the Group, other valuation methodologies may be required.

Measurement of fair value is classified within a hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The valuation hierarchy contains three levels:

•Level 1 - Valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active markets.

•Level 2 - Valuation inputs are quoted market prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets and liabilities in active markets, and other observable inputs directly or indirectly related to the asset or liability being measured.

•Level 3 - Valuation inputs are unobservable and significant to the fair value measurement.

The following tables present securities assets in the Сondensed Сonsolidated Balance Sheets or disclosed in the Notes to the condensed consolidated financial statements at fair value on a recurring basis as of June 30, 2026, and March 31, 2026:


	Weighted Average Interest Rate		Total		Fair Value Measurements as of June 30, 2026 using
					Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Units
					(Level 1)		(Level 2)		(Level 3)

Non-U.S. sovereign debt	11.20	%	$	2,073,085	$	816,276	$	1,256,809	$	—
Corporate debt	15.43	%	682,474		444,449		236,948		1,077
Corporate equity	—		148,815		124,554		1,923		22,338
U.S. sovereign debt	4.14	%	32,778		32,778		—		—
Exchange traded notes and funds	—		37,525		32,171		5,354		—

Total trading securities			$	2,974,677	$	1,450,228	$	1,501,034	$	23,415


Corporate debt	16.84	%	$	422,690	$	239,704	$	182,986	$	—
Non-U.S. sovereign debt	8.71	%	242,009		41,140		200,869		—
U.S. sovereign debt	1.88	%	22,085		22,085		—		—

Total available-for-sale securities, at fair value			$	686,784	$	302,929	$	383,855	$	—

As of June 30, 2026, the fair value of held-to-maturity securities, determined using Level 1 inputs, totaled $323,067, and using Level 2 inputs, totaled $208,930. The table below presents the amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of held-to-maturity securities as of June 30, 2026.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


	June 30, 2026
		Assets measured at amortized cost		Gross unrecognized holding gains		Gross unrecognized holding losses		Fair value of held-to-maturity		Maturity Date

Corporate debt		$	35,326	$	2,949	$	—	$	38,275	2032
Non-US sovereign debt		486,195		11,989		(4,462)		493,722		2027 - 2040
Total held-to-maturity securities		$	521,521	$	14,938	$	(4,462)	$	531,997


	Weighted Average Interest Rate		Total		Fair Value Measurements as of March 31, 2026 using
					Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Units
					(Level 1)		(Level 2)		(Level 3)

Non-U.S. sovereign debt	10.06	%	$	1,337,577	$	693,830	$	643,747	$	—
Corporate debt	16.80	%	793,850		542,401		250,371		1,078
Corporate equity	—		166,394		141,270		3,927		21,197
U.S. sovereign debt	3.89	%	33,060		33,060		—		—
Exchange traded notes and funds	—		8,219		6,019		2,200		—

Total trading securities			$	2,339,100	$	1,416,580	$	900,245	$	22,275

Corporate debt	16.41	%	$	311,604	$	131,108	$	180,496	$	—
Non-U.S. sovereign debt	8.85	%	240,453		74,055		166,398		—
U.S. sovereign debt	2.03	%	21,981		21,981		—		—

Total available-for-sale securities, at fair value			$	574,038	$	227,144	$	346,894	$	—

As of March 31, 2026, the fair value of held-to-maturity securities, determined using Level 1 inputs, totaled $341,132, and using Level 2 inputs, totaled $108,533. The table below presents the amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of held-to-maturity securities as of March 31, 2026.


	March 31, 2026
		Assets measured at amortized cost		Gross unrecognized holding gains		Gross unrecognized holding losses		Fair value of held-to-maturity		Maturity Date

Non-US sovereign debt		429,423		26,423		(6,181)		449,665		2027 - 2037
Total held-to-maturity securities		$	429,423	$	26,423	$	(6,181)	$	449,665

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

The tables below present the valuation techniques and significant Level 3 inputs used in the valuation as of June 30, 2026, and March 31, 2026. The tables are not intended to be all inclusive, but instead capture the significant unobservable inputs relevant to determination of fair value.

Type

Valuation Technique

FV as of June 30, 2026

Significant Unobservable Inputs

Corporate equity

DCF

19,895

Discount rate

9.43%

Estimated number of years

4 years

Termination multiplier

10.5

Corporate equity

DCF

2,310

Discount rate

10.11%

Estimated number of years

4 years

Termination multiplier

0.935

Corporate debt

DCF

1,077

Discount rate

13.2%

Estimated number of years

2 years

Corporate equity

DCF

133

Discount rate

58.8%

Estimated number of years

9 years

Total

23,415

Type

Valuation Technique

FV as of March 31, 2026

Significant Unobservable Inputs

Corporate equity

DCF

18,840

Discount rate

9.0%

Estimated number of years

3 years

Termination multiplier

10.5

Corporate equity

DCF

2,223

Discount rate

10.36%

Estimated number of years

6 years

Termination multiplier

0.935

Corporate debt

DCF

1,078

Discount rate

13.2%

Estimated number of years

2 years

Corporate equity

DCF

134

Discount rate

58.8%

Estimated number of years

9 years

Total

22,275

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended June 30, 2026, and the year ended March 31, 2026:


	Trading securities
Balance as of March 31, 2025	$	18,320





Revaluation of investments that use Level 3 inputs	633
Reclassification to associate	1,093
Purchase of investments that use Level 3 inputs	2,222
Foreign currency translation	7

Balance as of March 31, 2026	$	22,275

Revaluation of investments that use Level 3 inputs	1,140
Balance as of June 30, 2026	$	23,415

The table below presents the amortized cost, unrealized gains and losses accumulated in other comprehensive income, and fair value of available-for-sale securities as of June 30, 2026, and March 31, 2026:


	June 30, 2026
		Assets measured at amortized cost		Accumulated impairment loss		Unrealized loss accumulated in other comprehensive (loss)/income including foreign currency translation adjustments, net		Assets measured at fair value		Maturity Date

Corporate debt		$	419,121	$	—	$	3,569	$	422,690	2026 - 2039
Non-U.S. sovereign debt		244,687		(495)		(2,183)		242,009		2026 - indefinite

U.S. sovereign debt		22,123		—		(38)		22,085		2027 - 2044
Total available-for-sale securities, at fair value		$	685,931	$	(495)	$	1,348	$	686,784


	March 31, 2026
	Assets measured at amortized cost		Accumulated impairment loss		Unrealized gain/(loss) accumulated in other comprehensive income/(loss) including foreign currency translation adjustments, net		Assets measured at fair value		Maturity Date

Corporate debt	$	304,548	$	—	$	7,056	$	311,604	2026 - 2039
Non-U.S. sovereign debt	244,312		(376)		(3,483)		240,453		2026 - indefinite
U.S. sovereign debt	21,984		—		(3)		21,981		2027 - 2044
Total available-for-sale securities, at fair value	$	570,844	$	(376)	$	3,570	$	574,038

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 7 – MARGIN LENDING, BROKERAGE AND OTHER RECEIVABLES, NET

Margin lending, brokerage and other receivables as of June 30, 2026, and March 31, 2026, consisted of:


	June 30, 2026		March 31, 2026

Margin lending receivables	$	3,939,843	$	4,632,506
Receivables from telecommunication services	20,452		11,805
Bond coupon receivable and dividends accrued	9,576		9,785
Bank commissions receivable	7,820		7,337
Receivables from brokerage customers	2,451		1,797
Other receivables	37,429		47,511

Allowance for receivables	(20,788)		(19,959)

Total margin lending, brokerage and other receivables, net	$	3,996,783	$	4,690,782

Margin lending receivables are amounts owed to the Group from customers as a result of borrowings by such customers against the value of qualifying securities, primarily for the purpose of purchasing additional securities. Amounts may fluctuate from period to period as overall customer balances change as a result of market levels, customer positioning and leverage. Credit exposures arising from margin lending activities are generally mitigated by their short-term nature, the value of collateral held and the Group's right to call for margin when collateral values decline.

Collateral for margin lending receivables includes cash balances in customers' brokerage accounts and securities, adjusted for customers' off-balance sheet short positions, excluding the Company's own shares held by the clients in their brokerage accounts. As of June 30, 2026, and March 31, 2026, the fair value of collateral held by the Group under margin loans was $7,129,867 and $8,595,822, respectively.

As of June 30, 2026, and March 31, 2026, the Company had three non-related party customers and three non-related party customers whose individual balances exceeded 10% of the total margin lending, brokerage, and other receivables balance, amounted to $2,982,821 and $3,286,545, respectively. The collateral held from these non-related party customers was valued at $3,922,572 and $4,677,913 as of June 30, 2026, and March 31, 2026, respectively.

For both individual and institutional brokerage customers, the Group may enter into arrangements for securities financing transactions in respect of financial instruments held by the Group on behalf of the customer or may use such financial instruments for our own account or the account of another customer. The Group maintains omnibus brokerage accounts for our customers, including institutional brokerage customers, in which transactions of these customers and the underlying customers of these institutional brokerage customers are combined in a single omnibus account with our third party brokers. As noted above, the Group may use the assets within the omnibus accounts to finance, lend, provide credit or provide debt financing or otherwise use and direct the order or manner of assets for financing of other customers of ours. Where allowed by the regulations applicable to the Group, the Group may accept short sales from these institutional customers and as a result, the Group is only required to maintain positions with third party custodians for the net long positions in each security in the omnibus accounts and we refer to these as internalized trades.

As of June 30, 2026 and March 31, 2026, using actual, historical and statistical data, the Group recorded an allowance for brokerage and other receivables in the amounts of $20,788 and $19,959, respectively.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 8 – LOANS ISSUED

Loans issued as of June 30, 2026, consisted of the following:


	Amount Outstanding		Due Dates	Average Interest Rate	Fair Value of Collateral		Loan Currency

Mortgage loans	$	1,142,148	July 2026 - June 2051	12.1%	$	1,141,471	KZT/TJS
Corporate loans	354,243		July 2026 - December 2040	17.2%	287,054		KZT
Loans to SME	179,612		July 2026 - June 2033	29.4%	26,610		KZT
Car loans	162,438		July 2026 - August 2033	26.0%	159,015		KZT
Purchased retail loans	155,553		July 2026 - June 2031	22.7%	—		KZT
Retail loans	118,745		July 2026 - July 2045	41.9%	6,982		KZT
Other	38,066		July 2026 - May 2033	19.4%5.0%5.2%	36		KZT/EUR/USD

Allowance for loans issued	(114,290)

Total loans issued	$	2,036,515

The Group provides mortgage loans to borrowers on behalf of the JSC Kazakhstan Sustainability Fund ("Program Operator") related to the state mortgage program "7-20-25" and transfers the rights of claim on the mortgage loans to the Program Operator. The proceeds received from these transfers are presented within funds received under state program for financing of mortgage loans in the Condensed Consolidated Statements of Cash Flows. Under this program, borrowers can receive a mortgage at an interest rate of 7% subject to not less than 20% down payment, for 25 years, and the interest payments received by the Group are recognized as interest income in the Group's Condensed Consolidated Statements of Operations and Statements of Other Comprehensive Income. In accordance with the program and trust management agreement for the program, Group services the transferred loans and remits all repayments of principal it receives plus 4.5% of the 7% interest received to the Program Operator. The interest paid to the Program Operator is recognized as interest expense in the Condensed Consolidated Statements of Operations and Statements of Other Comprehensive Income. The remaining 2.5% of the 7% interest is retained by Group. Under the program and trust management agreement, Group is required to repurchase the rights to make claims on the transferred loans when either loan principal repayments or interest payments are overdue 90 days or more. The repurchase of overdue loans is performed at the loans' nominal value and is presented within repurchase of mortgage loans under the State Program in the Condensed Consolidated Statements of Cash Flows.

Since the Group transfers the rights to make claims on the loans with recourse for loans that are more than 90 days past due, retains part of the interest received on the loans and agrees to service the loans after the sale of the loans to the Program Operator, the Group has determined that it retains control over the loans transferred and continues recognizing the loans, which are accounted for as secured borrowings of the Group in accordance with ASC 860, Transfers and Servicing. As the Group continues to recognize the loans as assets, it also recognizes the associated liability equal to the proceeds received from the Program Operator, which is presented separately as liability arising from continuing involvement in the Consolidated Balance Sheets. This liability accrues 4.5% interest annually as described above. As of June 30, 2026 and March 31, 2026, the corresponding liability amounted to $561,891 and $554,594, respectively.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

As of June 30, 2026 and March 31, 2026, mortgage loans include loans under the state mortgage program "7-20-25" with an aggregate principal amount of $573,114 and $568,065, respectively, were presented within loans issued in the Condensed Consolidated Balance Sheets.

The Group historically entered into agreement with Microfinance Organization Freedom Finance Credit LLP ("FFIN Credit"), a company established and controlled by FRHC's controlling shareholder, chairman and chief executive officer, Timur Turlov, to purchase uncollateralized retail loans. FFIN Credit is a non-bank credit institution that issues loans in Kazakhstan under simplified lending procedures. FFIN Credit was created as a pilot project to test and improve the scoring models used for qualifying and issuing loans. The principal operation of FFIN Credit is to provide loans to customers online using biometric identification and its proprietary scoring process. Following the successful pilot, the Company considered either acquire FFIN Credit from Mr. Turlov or implement an in-house solution to replicate its functions, ensuring continuity and scalability of the lending operations.

Although the Group obtained legal title to uncollateralized retail loans purchased from FFIN Credit, the Group did not recognize such loans in its consolidated financial statements under U.S. GAAP, as the transactions did not qualify for sale accounting due to contractual provisions under which FFIN Credit retained the credit risk. Accordingly, the Group accounted for these arrangements as financing transactions similar to secured borrowing-type arrangement, recognizing loans receivable from FFIN Credit within loans issued on the Condensed Consolidated Balance Sheets, while the underlying customer loans were treated as collateral.

Beginning in September 2025, the Company began originating these loans through its banking subsidiary and has significantly reduced purchase volumes of unsecured consumer loans from FFIN Credit.

During the year ended March 31, 2026, FFIN Credit and the Group agreed that FFIN Credit would make a compensation payment to the Group of approximately $23 million ($20 million discounted), payable over a period of up to two years. In exchange, the Company agreed to release FFIN Credit from the contractual provisions that provided credit protection to the Company covering a total of $215 million of outstanding loans at December 31, 2025. As a result of these modifications, the Group determined that it should recognize the loans previously purchased from FFIN Credit as of December 31, 2025 in the amount of $186 million.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

The total accrued interest for loans issued amounted to $23,191 as of June 30, 2026 and $20,133 as of March 31, 2026.

Loans issued as of March 31, 2026, consisted of the following:


	Amount Outstanding		Due Dates	Average Interest Rate	Fair Value of Collateral		Loan Currency

Mortgage loans	$	1,149,000	April 2026 - May 2051	12.2%	$	1,148,860	KZT/TJS
Corporate loans	351,713		April 2026 - December 2040	18.0%	239,226		KZT
Loans to SME	195,495		April 2026 - November 2032	29.7%	28,141		KZT
Purchased retail loans	182,130		April 2026 - May 2031	22.6%	—		KZT
Car loans	167,805		April 2026 - March 2033	25.4%	164,930		KZT
Retail loans	100,927		April 2026 - July 2045	42.0%	5,240		KZT
Other	32,335		April 2026 - May 2030	19.0%/5.20%/5.00%	26		KZT/EUR/USD

Allowance for loans issued	(101,799)

Total loans issued	$	2,077,606

Credit quality indicators

Freedom Bank KZ uses a loan portfolio quality classification system that indicates signs of a significant increase in credit risk and contractual impairment, depending on the analysis of reasonable and supportable information available at the reporting date. The loan portfolio is classified into "not credit impaired", "with significant increase in credit risk" and "credit impaired" agreements.

Loans "not credit impaired" under the agreement are serviced as usual, there are no primary signs of an increase in credit risk. Agreements classified as "with significant increase in credit risk" represent loans for which there is an increase in the credit risk expected over the life of the agreement compared to the initial risk at the date of recognition of the loan. In practice, the presence of overdue debt on principal and interest for a period of more than 30 days. Agreements classified as "credit impaired" represent loans for which at the reporting date there are signs of impairment, the borrower has been in default for 90 or more days for individuals and 60 or more days for legal entities, the borrower for the last 12 months restructured the contract due to the deterioration of the financial condition, the borrower is recognized as credit impaired, the presence of a sign of default, a sign of bankruptcy, the deterioration of the financial performance of the borrower, the presence of other information indicating the presence of a high credit risk.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

The table below presents the Group's loan portfolio by credit quality classification and origination year as of June 30, 2026.


	Term Loans by Origination Fiscal Year
	2027		2026		2025		2024		2023		Prior		Revolving loans		Total
Mortgage loans	$	29,805	$	283,775	$	295,519	$	165,277	$	342,085	$	25,687	$	—	$	1,142,148
that are not credit impaired	29,805		281,193		290,095		161,684		338,504		25,267		—		1,126,548
with significant increase in credit risk	—		2,201		3,320		2,446		1,892		204		—		10,063
that are credit impaired	—		381		2,104		1,147		1,689		216		—		5,537
Loans to SME	6,072		47,933		52,427		63,727		9,453		—		—		179,612
that are not credit impaired	6,072		43,139		45,315		50,035		7,135		—		—		151,696
with significant increase in credit risk	—		1,228		1,471		2,702		313		—		—		5,714
that are credit impaired	—		3,566		5,641		10,990		2,005		—		—		22,202
Purchased retail loans	4,542		151,011		—		—		—		—		—		155,553
that are not credit impaired	4,526		124,185		—		—		—		—		—		128,711
with significant increase in credit risk	16		6,173		—		—		—		—		—		6,189
that are credit impaired	—		20,653		—		—		—		—		—		20,653
Corporate loans	73,934		241,457		38,764		88		—		—		—		354,243
that are not credit impaired	73,934		238,515		38,194		88		—		—		—		350,731
with significant increase in credit risk	—		1,445		19		—		—		—		—		1,464
that are credit impaired	—		1,497		551		—		—		—		—		2,048
Car loans	9,556		59,951		3,824		70,114		18,993		—		—		162,438
that are not credit impaired	9,556		58,424		3,696		63,672		11,638		—		—		146,986
with significant increase in credit risk	—		924		23		944		395		—		—		2,286
that are credit impaired	—		603		105		5,498		6,960		—		—		13,166
Retail loans	34,105		81,335		2,635		615		55		—		—		118,745
that are not credit impaired	34,105		76,925		2,164		382		53		—		—		113,629
with significant increase in credit risk	—		2,220		59		6		—		—		—		2,285
that are credit impaired	—		2,190		412		227		2		—		—		2,831
Other	4,951		25,179		255		1,202		6,462		17		—		38,066
that are not credit impaired	4,951		25,179		255		1,195		6,462		17		—		38,059
with significant increase in credit risk	—		—		—		—		—		—		—		—
that are credit impaired	—		—		—		7		—		—		—		7
Total	$	162,965	$	890,641	$	393,424	$	301,023	$	377,048	$	25,704	$	—	$	2,150,805

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

The table below presents the Group's loan portfolio by credit quality classification as of March 31, 2026.


	Term Loans by Origination Fiscal Year
	2026		2025		2024		2023		2022		Prior		Revolving loans		Total
Mortgage loans	$	291,663	$	307,056	$	171,398	$	352,105	$	26,778	$	—	$	—	$	1,149,000
that are not credit impaired	290,224		302,323		168,147		348,614		26,374		—		—		1,135,682
with significant increase in credit risk	1,245		2,710		1,860		1,875		243		—		—		7,933
that are credit impaired	194		2,023		1,391		1,616		161		—		—		5,385
Loans to SME	52,758		59,627		72,382		10,728		—		—		—		195,495
that are not credit impaired	49,372		53,303		60,112		8,363		—		—		—		171,150
with significant increase in credit risk	1,392		2,258		3,192		506		—		—		—		7,348
that are credit impaired	1,994		4,066		9,078		1,859		—		—		—		16,997
Purchased retail loans	115,550		57,578		8,734		268		—		—		—		182,130
that are not credit impaired	105,399		49,929		7,431		223		—		—		—		162,982
with significant increase in credit risk	4,771		3,014		514		14		—		—		—		8,313
that are credit impaired	5,380		4,635		789		31		—		—		—		10,835
Car loans	64,088		4,164		78,497		21,056		—		—		—		167,805
that are not credit impaired	63,205		4,041		71,901		13,687		—		—		—		152,834
with significant increase in credit risk	542		27		1,080		404		—		—		—		2,053
that are credit impaired	341		96		5,516		6,965		—		—		—		12,918
Corporate loans	310,024		41,594		95		—		—		—		—		351,713
that are not credit impaired	308,278		41,050		95		—		—		—		—		349,423
with significant increase in credit risk	647		—		—		—		—		—		—		647
that are credit impaired	1,099		544		—		—		—		—		—		1,643
Retail loans	97,334		2,853		708		32		—		—		—		100,927
that are not credit impaired	95,717		2,409		470		30		—		—		—		98,626
with significant increase in credit risk	1,064		93		20		—		—		—		—		1,177
that are credit impaired	553		351		218		2		—		—		—		1,124
Other	24,403		258		1,214		6,437		23		—		—		32,335
that are not credit impaired	24,403		258		1,207		6,437		23		—		—		32,328
with significant increase in credit risk	—		—		—		—		—		—		—		—
that are credit impaired	—		—		7		—		—		—		—		7
Total	$	955,820	$	473,130	$	333,028	$	390,626	$	26,801	$	—	$	—	$	2,179,405

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Aging analysis of past due loans as of June 30, 2026 and March 31, 2026, is as follows:


	June 30, 2026
	Loans 30-59 Days past due		Loans 60-89 days past due		Loans 90 days or more past due and still accruing		Current loans		Total
Mortgage loans	$	6,699	$	3,364	$	5,537	$	1,126,548	$	1,142,148
Corporate loans	532		932		2,048		350,731		354,243
Purchased retail loans	3,218		2,971		20,653		128,711		155,553
Loans to SME	2,823		2,891		22,202		151,696		179,612
Car loans	1,450		836		13,166		146,986		162,438
Retail loans	1,275		1,010		2,831		113,629		118,745
Other	—		—		7		38,059		38,066

Total	$	15,997	$	12,004	$	66,444	$	2,056,360	$	2,150,805


	March 31, 2026
	Loans 30-59 Days past due		Loans 60-89 days past due		Loans 90 days or more past due and still accruing		Current loans		Total
Mortgage loans	$	5,781	$	2,152	$	5,385	$	1,135,682	$	1,149,000
Corporate loans	468		179		1,643		349,423		351,713
Loans to SME	3,980		3,368		16,997		171,150		195,495
Purchased retail loans	4,348		3,965		10,835		162,982		182,130
Car loans	1,423		630		12,918		152,834		167,805
Retail loans	701		476		1,124		98,626		100,927
Other	—		—		7		32,328		32,335

Total	$	16,701	$	10,770	$	48,909	$	2,103,025	$	2,179,405

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

The activity in the allowance for credit losses for the three months ended June 30, 2026 and 2025 is summarized in the following tables.


	Allowance for credit losses
	Mortgage loan		Loans to SME		Corporate loans		Retail loans		Car loans		Purchased retail loans		Other		Total
March 31, 2026	(7,388)		(38,752)		(5,547)		(6,573)		(13,836)		(29,628)		(75)		$	(101,799)
Charges	(1,233)		(7,440)		(1,569)		(4,442)		(1,504)		(8,127)		—		(24,315)
Reversal	1,381		2,956		1,417		737		1,286		3,408		3		11,188
Write off	—		71		1		—		6		—		—		78
Forex	28		206		24		69		58		173		—		558

June 30, 2026	$	(7,212)	$	(42,959)	$	(5,674)	$	(10,209)	$	(13,990)	$	(34,174)	$	(72)	$	(114,290)


	Allowance for credit losses
	Mortgage loan		Loans to SME		Corporate loans		Retail loans		Car loans		Right of claim for purchased retail loans		Other		Total
March 31, 2025	(10,699)		(35,192)		(2,640)		(761)		(8,465)		(17,333)		(25)		$	(75,115)
Charges	(2,027)		(9,498)		(1,122)		(430)		(1,055)		(8,239)		(2,925)		(25,296)
Reversal	3,571		3,186		2,013		148		1,145		6,892		—		16,955
Write off	3		—		—		—		—		—		24		27
Forex	296		1,093		68		27		247		525		—		2,256

June 30, 2025	$	(8,856)	$	(40,411)	$	(1,681)	$	(1,016)	$	(8,128)	$	(18,155)	$	(2,926)	$	(81,173)

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 9 – PROVISION FOR INCOME TAXES

The Group is subject to taxation in Kazakhstan, Kyrgyzstan, Cyprus, Uzbekistan, Germany, Tajikistan, Turkey, Armenia, Azerbaijan, the United Arab Emirates, the United Kingdom and the United States of America.

The tax rates used for deferred tax assets and liabilities as of June 30, 2026, and March 31, 2026, were 21% for the United States, 20% for Kazakhstan and Azerbaijan, 18% for Tajikistan, 10% for Kyrgyzstan, 15% for Germany, 15% for Cyprus, 25% for Turkey, 25% for United Kingdom, 9% for United Arab Emirates, 18% for Armenia and 15% for Uzbekistan.

During the three months ended June 30, 2026, and June 30, 2025, the effective tax rate was equal to 22.5% and 21.3%, respectively.

On July 4, 2025, U.S. President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective from April 1, 2026 and others to be implemented through 2027.

NOTE 10 – SECURITIES REPURCHASE AGREEMENT OBLIGATIONS

As of June 30, 2026, and March 31, 2026, trading securities included collateralized securities subject to repurchase agreements as described in the following table:


	June 30, 2026
	Interest rates and remaining contractual maturity of the agreements
	Average interest rate		Up to 30 days		30-90 days		Total
Securities sold under repurchase agreements
Non-US sovereign debt	16.64	%	$	969,081	$	929	$	970,010
Corporate debt	16.93	%	262,670		21,482		284,152
Corporate equity	2.84	%	44		—		44

Total securities sold under repurchase agreements			$	1,231,795	$	22,411	$	1,254,206


	March 31, 2026
	Interest rate and remaining contractual maturity of the agreements
	Average interest rate		Up to 30 days		30-90 days		Total
Securities sold under repurchase agreements
Non-US sovereign debt	17.87	%	$	798,130	$	—	$	798,130
Corporate debt	17.78	%	183,577		42,205		225,782
Corporate equity	16.25	%	1,011		—		1,011
Total securities sold under repurchase agreements			$	982,718	$	42,205	$	1,024,923

The fair value of collateral pledged under repurchase agreements as of June 30, 2026, and March 31, 2026, was $1,261,089 and $1,023,223, respectively.

Securities pledged as collateral by the Group under repurchase agreements include trading securities, available-for-sale, and held-to-maturity securities with market quotes and significant trading volume.

As of June 30, 2026 and March 31, 2026, securities repurchase agreement obligations included accrued interest in the amount of $5,715 and $3,453, with a weighted average maturity of 9 days and 6 days, respectively.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 11 – CUSTOMER LIABILITIES

The Group recognizes customer liabilities associated with deposit funds of its brokerage and bank customers. As of June 30, 2026, and March 31, 2026, customer liabilities consisted of:


	June 30, 2026			March 31, 2026

	Amount		Interest	Amount		Interest
Interest bearing deposits:
Term deposits	$	3,033,394	0.0% - 19.81%	$	2,522,760	0.04% - 19.4%
Total interest bearing deposits	$	3,033,394		$	2,522,760

Non-interest-bearing deposits:
Brokerage customers	$	3,482,453		$	3,998,521
Customer accounts	532,953			582,703
Total non-interest-bearing accounts	$	4,015,406		$	4,581,224

Total customer liabilities	$	7,048,800		$	7,103,984

In accordance with Kazakhstan law requirements, commercial banks conclude agreements with JSC Kazakhstan Deposit Insurance Fund ("KDIF"), under which banks are required to pay commissions to KDIF on a periodic basis, the amount of which depends on the term deposits and demand deposits received by banks from their customers. Under the agreement, KDIF insures the term deposits and demand deposits up to $42 for each customer. As of June 30, 2026, and March 31, 2026, respectively, the Group had total amounts in excess of insured bank term deposits of $927,802 and $819,475 for all customers.

As of June 30, 2026, and March 31, 2026, the Group had customer liabilities to a single non-related party that individually exceeded 10% of the Group’s total customer liabilities in the amount of $1,266,794 and $2,368,911, respectively.

NOTE 12 – MARGIN LENDING AND TRADE PAYABLES

As of June 30, 2026, and March 31, 2026, margin lending and trade payables of the Group comprised the following:


	June 30, 2026		March 31, 2026

Margin lending payables	$	539,273	$	625,136
Payables to suppliers of goods and services	44,971		45,634
Payables to merchants	4,254		10,400
Other	5,507		8,471
Total margin lending and trade payables	$	594,005	$	689,641

The fair value of collateral held by the Group under margin loans as of June 30, 2026, and March 31, 2026 was $4,606,080 and $1,550,344, respectively.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 13 – DEBT SECURITIES ISSUED

As of June 30, 2026, and March 31, 2026, outstanding debt securities issued by the Group included the following:


Debt securities issued by:	Amount as of June 30, 2026		Amount as of March 31, 2026		Interest rate	Issue date	Maturity date	Denominated Currency

Freedom SPC bonds due 2029	$	400,001	$	186,502	9.0%	March, 2026	March, 2029	USD
Freedom SPC bonds due 2028	269,722		269,722		9.5%	October, 2025	October, 2028	USD
Freedom SPC bonds due 2028	198,849		200,170		1-2 years: 12% 3-5 years: 10.39%	December, 2023	December, 2028	USD
Freedom SPC bonds due 2026	197,951		199,344		10.5%	September, 2024	September, 2026	USD
Freedom SPC bonds due 2027	195,605		198,492		10.0%	May, 2025	May, 2027	USD
Freedom SPC bonds due 2027	100,106		98,982		8.0%	May, 2025	May, 2027	EUR
Freedom SPC bonds due 2026	65,121		65,057		5.5%	October, 2021	October, 2026	USD
Freedom SPC bonds due 2027	31,459		30,676		9.0%	May, 2025	May, 2027	CNY
Accrued interest	11,879		12,175
Total debt securities issued	$	1,470,693	$	1,261,120

The Freedom SPC bonds are denominated in U.S. dollars, euros, Chinese yuans, issued under the Astana International Financial Centre ("AIFC") law and trade on the AIX. FRHC is a guarantor of the Freedom SPC bonds.

The Freedom SPC bonds due 2026 bear interest at an annual rate of 5.5% and 10.5%. The maturity dates for those bonds are in October and September 2026. Interest payments are due to be made semi-annually in April and October, and on a quarterly basis.

For the first two years of Freedom SPC bonds due 2028, the annual interest rate is 12% and for subsequent (third, fourth and fifth) years the interest rate is fixed as the sum of Effective Federal Funds Rate (EFFR) as of December 10, 2025 and a margin of 6.5%. The annual interest rate for subsequent (third, fourth and fifth) years has been determined at 10.39%. Interest is paid on a monthly basis. The bondholders have a right of early redemption after two years at nominal value plus accrued interest. After two years following the issue date, the issuer has the option to redeem the bonds in full or in part at nominal value plus accrued interest.

The Freedom SPC bonds due 2027 bear interest at an annual rate of 8%, 9% and 10% (depending on the series) and maturity date in May 2027. Interest is paid on a quarterly basis. The Freedom SPC bonds due 2028 bear interest at an annual rate of 9.5% and have a maturity date in October 2028. Interest is paid on a quarterly basis. The Freedom SPC bonds due 2029 bear interest at an annual rate of 9.0% and have a maturity date in March 2029. Interest is paid on a quarterly basis.

The Freedom SPC bonds due 2029 were issued in March 2026 under the Group’s bond program. As of March 31, 2026, bonds with an aggregate nominal value $186.5 million had been placed. During the three months ended June 30, 2026, the Group placed the remaining portion of this issue with an aggregate nominal value of $213.5 million, bringing the total nominal value placed to $400.0 million as of June 30, 2026. The additional bonds during three months ended June 30, 2026 were placed under the same ISIN and on the same terms as those placed previously and form part of the same debt instrument.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Debt securities issued are initially recognized at the fair value of the consideration received, less directly attributable transaction costs.

There are no financial covenants to comply with under the terms of the Group's debt securities.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 14 – INSURANCE CONTRACTS ASSETS AND LIABILITIES FROM INSURANCE ACTIVITIES

As of June 30, 2026, and March 31, 2026, the Group recognized insurance-related assets and liabilities arising from its underwriting and reinsurance activities.

The disclosures below relate solely to the Group's insurance operations and not to its other operating segments (Banking, Brokerage, and Other).

Nature of Insurance Products

The Group offers the following insurance products:

- Long-Duration Contracts: Life insurance and annuity contracts

- Short-Duration Contracts: Life insurance, general insurance products, including property (including automobile),

accident, casualty, and civil liability lines, compulsory employer liability insurance

As of June 30, 2026, and March 31, 2026, insurance and reinsurance receivables of the Group were comprised of the following:

Insurance contract assets


	June 30, 2026		March 31, 2026
Assets:

Claims receivable from reinsurance	$	26,834	$	25,235
Amounts due from policyholders	23,214		9,802
Amounts due from reinsured	8,235		7,782
Advances paid for reinsurance	2,199		2,890
Less provision for impairment losses	(20,989)		(17,595)
Insurance and reinsurance receivables	$	39,493	$	28,114

Unearned premium reserve, reinsurers’ share	11,081		3,790
Reserves for claims and claims' adjustment expenses, reinsurers' share - short-duration	6,437		4,945
Total	$	57,011	$	36,849

Deferred acquisition costs - long-duration contracts	$	1,262	$	1,266

As of June 30, 2026, and March 31, 2026, insurance and reinsurance payables of the Company was comprised of the following:

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


	June 30, 2026		March 31, 2026
Liabilities:

Amounts payable to insured	$	5,772	$	5,058
Amounts payable to reinsurers	8,144		2,248
Amounts payable to agents and brokers	429		334
Insurance and reinsurance payables:	$	14,345	$	7,640

Unearned premium reserve	109,450		95,573
Reserves for claims and claims' adjustment expenses - short-duration	56,049		58,463
Liability for future policy benefits	398,552		328,288
Deferred profit liability	189,699		163,943

Total	$	768,095	$	653,907

Long-Duration Contracts

The Long-Duration Contracts represents the net present value of expected future benefit outflows less expected future net premium inflows for the Company's long-duration contracts, measured under ASC 944-40 as amended by LDTI. Measurement methodology is described in Note 2.

Rollforward Table

The table below presents the Long-Duration Contracts disaggregated into the present value of expected net premiums ("PVENP") and the present value of expected future policy benefits ("PVEFPB"). The net LFPB equals PVEFPB minus PVENP. All amounts are net of reinsurance.


Liability for Future Policy Benefits — Rollforward	June 30, 2026		March 31, 2026
Present Value of Expected Net Premiums (PVENP)
Balance, beginning of period	$	4,985	$	4,787
Effect of discount rate change (to OCI)	10		187
Effect of cash flow assumption changes	(410)		(377)
Effect of actual vs. expected experience	(205)		297
Interest accrual	659		558
Issuance expense	74,239		129,511
Net premiums collected	(73,761)		(130,230)
Effect of foreign currency translation	(26)		252

Balance, end of period	$	5,491	$	4,985

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


Liability for Future Policy Benefits — Rollforward	June 30, 2026		March 31, 2026
Present Value of Expected Future Policy Benefits (PVEFPB)
Balance, beginning of period	$	333,273	$	216,171
Effect of discount rate change (to OCI)	3,361		1,068
Effect of cash flow assumption changes	(2,187)		(1,872)
Effect of actual vs. expected experience	(9,683)		28,571
Interest accrual	47,856		24,166
Issuance expense	76,321		131,127
Benefit payments	(18,685)		(34,997)
Surrender / termination payments	(24,059)		(50,563)
Effect of foreign currency translation	(2,154)		19,602

Balance, end of period	$	404,043	$	333,273
Liability for Future Policy Benefits, net	$	398,552	$	328,288

Life Insurance


	June 30, 2026		March 31, 2026
Undiscounted PVEFPB	43,430		40,626
Undiscounted PVENP	11,060		8,083
Discounted PVEFPB	19,939		18,776
Discounted PVENP	5,491		4,985
Weighted-average duration of the liability (years)	3.8		5.5
Weighted-average interest accretion (original locked-in) rate in KZT	13	%	12	%
Weighted-average current discount rate at balance sheet date in KZT	16	%	14	%

Annuity contracts


	June 30, 2026		March 31, 2026
Undiscounted PVEFPB	1,001,611		726,403
Undiscounted PVENP	—		—
Discounted PVEFPB	384,104		314,350
Discounted PVENP	—		—
Weighted-average duration of the liability (years)	3.5		3.1
Weighted-average interest accretion (original locked-in) rate in KZT	15	%	14	%
Weighted-average current discount rate at balance sheet date in KZT	16	%	15	%

Key Actuarial Assumptions

The reserve for long‑duration insurance contracts is measured using best‑estimate cash flow assumptions without any provision for adverse deviation, in accordance with ASC 944‑40‑30‑7. The significant assumptions include mortality rates, lapse rates, policy maintenance expenses, and the discount rate.

•Mortality assumptions for retirement annuity products and employer liability annuities are based on local mortality tables established by the regulatory framework of the Republic of Kazakhstan, while for other portfolios they are based on the reinsurer’s mortality tables.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

•Lapse rates are determined based on the Company’s historical experience, analyzed by portfolio and policy duration.

•Policy maintenance expenses reflect the current level of per‑policy costs, adjusted for the expected rate of inflation.

•Discount curves for KZT‑denominated liabilities are derived using the parametric Nelson–Siegel curve with parameters published by KASE, while discount curves for USD‑denominated liabilities are based on the HQMYC discount curve from the FED.

•Cash‑flow assumptions are reviewed at least annually, and the results of such reviews are recognized in net income in the period in which the review is performed.

Deferred Acquisition Costs — Long-Duration Contracts

The following table presents the rollforward of DAC attributable to long-duration contracts. Effective April 1, 2025, DAC is amortized on a straight-line basis over the expected contract term. DAC attributable to short-duration contracts continues to be amortized over the one-year policy period and is not presented separately.


Deferred Acquisition Costs — Long-Duration Contracts	June 30, 2026		March 31, 2026

Balance, beginning of period	$	1,266	$	1,100
Capitalizations — new business written	124		499
Amortization (straight-line, contract term)	(64)		(170)
Impairment / write-off	(60)		(229)
Foreign currency translation	(4)		66

Balance, end of period	$	1,262	$	1,266

Prior to LDTI adoption, DAC on traditional life contracts was amortized over the premium-paying period using the net level premium method; DAC on participating and interest-sensitive contracts was amortized on the basis of estimated gross profits (EGP). The transition to straight-line amortization has been reflected in the opening balance adjustment described in Note 2.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Short-Duration Contracts

Rollforward Table


	June 30, 2026		March 31, 2026

Gross reserves, beginning of the period	$	58,463	$	84,023
Less: reinsurers' share, beginning of the period	(4,943)		(3,420)
Net reserves, beginning of the period	53,520		80,603
Claims and CAE Incurred:
Current period	21,770		80,105
Prior periods — (favorable) / adverse	653		(23,661)
Total incurred	22,423		56,444
Claims and CAE Paid:
Current period	(12,054)		(74,206)
Prior periods	(14,099)		(11,257)
Total paid	(26,153)		(85,463)
Foreign exchange effect	(178)		1,936
Net reserves, end of the period	49,612		53,520
Plus: reinsurers' share, end of the period	6,437		4,943

Gross reserves, end of the period	$	56,049	$	58,463

Prior year development for the three months ended June 30, 2026 was not significant, and reflected ordinary course re-estimation of reserves across lines of business. No material assumption changes or premium adjustments were recorded as a result.

Table of Contents


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 15 - FEE AND COMMISSION INCOME AND EXPENSE

Fee and commission income is recognized when, or as, the Group satisfies its performance obligations by transferring the promised services to the customers. A service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied at a point in time or over time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Group determines the customer obtains control over the promised service. Revenue from a performance obligation satisfied over time is recognized by measuring the Group's progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. The amount of revenue recognized reflects the consideration the Group expects to receive in exchange for those promised services (i.e., the "transaction price"). In determining the transaction price, the Group considers multiple factors, including the effects of variable consideration, if any.

The Group's revenues from contracts with customers are recognized when the Group's performance obligations are satisfied at an amount that reflects the consideration expected to be received in exchange for such services. The majority of the Group's performance obligations are satisfied at a point in time and are typically collected from customers by debiting their brokerage account with the Group.

Brokerage Services

The Group earns commission revenue by executing, settling and clearing transactions with customers primarily in exchange-traded and over-the-counter financial instruments related to corporate equity and debt securities, money market instruments and exchange-traded options and futures contracts. Trade execution and clearing services, when provided together, represent a single performance obligation, as the services are not separately identifiable in the context of the contract. Commission revenue associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, are recognized at a point in time on trade date when the performance obligation is satisfied.

Banking Services

The Group earns revenue from two primary streams related to commissions from bank services:

•The Group earns banking commissions by executing customer orders for money transfer, purchase and sale of foreign currency, and other banking services. A substantial portion of the Group's revenue is derived from commissions from private customers through accounts with transaction-based pricing. Commission revenue is collected and recognized by the Company at a point in time at the execution of the order.

•Interchange — The Group acts as an agent between customers and international payment systems, such as VISA and MasterCard. When using third-party payment platforms or networks, the Group is an agent for the payment processing services to retail customers and, therefore, revenue is recognized on a net basis, as the Group is not primarily responsible for fulfilling the payment processing on third parties' payment platforms/networks and has no discretion in establishing the selling price of the payment processing service to the retail customer on third party payment platforms/networks. Fees from customers using third-party payment platform are earned for processing debit card transactions.

The Group launched a cashback-based loyalty program, according to which cashbacks are provided for purchases made with bank's card, depending on the customer loyalty-level. If cash or another form of consideration provided to a customer, the Group reduces the transaction price. During the three months ended June 30, 2026, the Group netted its cashback incentives with bank services fee in the amount of $51.2 million, compared to $24.0 million for the three months ended June 30, 2025.

Table of Contents


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Payment Processing

The Group earns revenue from two primary streams related to payment processing:

•Commissions from payment processing services, which include activities such as authorization, clearing, and settlement of electronic payments. The Company recognizes revenue at the time when the payment card transaction is completed. Commission rates are based on the amounts of transactions. Fees are typically billed and paid monthly.

•Provision of IT infrastructure to merchants to facilitate payments. The Company recognizes revenue at the time when the performance obligation is satisfied which is as soon as payments are facilitated. These services are typically provided under a commission rate from amounts of facilitated payments. Fees are typically billed and paid monthly.

Underwriting and market-making services

The Group earns underwriting revenues by providing capital raising solutions for corporate customers through initial public offerings, follow-on offerings, equity-linked offerings, private investments in public entities, and private placements. Underwriting revenues are recognized at a point in time on the relevant placement date, as the customer obtains the control and benefit of the capital markets offering at that point. These revenues are generally received within 90 days after the placement date. Transaction-related expenses, primarily consisting of legal, travel and other costs directly associated with the transaction, are included in underwriting revenues. These costs are deferred and recognized in the same period as the related investment banking transaction revenue. However, if the transaction is abandoned and does not close, the accounting treatment for the transaction-related costs may differ. In such cases, the accounting principles typically require the immediate recognition of the transaction-related expenses as an expense in the period in which the decision to abandon the transaction is made. This ensures that the costs associated with the abandoned transaction are recognized and reflected accurately in the financial statements of the entity.

Margin Lending, Brokerage and Other Receivables

Receivables arise when the Group has an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received. Margin lending, brokerage and other receivables are disclosed in Note 7 "Margin Lending, Brokerage and Other Receivables, Net" in the notes to the consolidated financial statements.

Table of Contents


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

During the three months ended June 30, 2026 and June 30, 2025 fee and commission income was comprised of:


	Three months ended June 30, 2026
	Brokerage		Banking		Insurance		Other		Total

Brokerage services	$	164,261	$	—	$	—	$	—	$	164,261
Commission income from payment processing	—		—		—		8,851		8,851
Agency fee income	—		—		—		7,076		7,076
Underwriting and market-making services	2,794		—		—		—		2,794
Bank services	—		(26,788)		—		—		(26,788)
Other fee and commission income	485		52		—		3		540
Total fee and commission income	$	167,540	$	(26,736)	$	—	$	15,930	$	156,734

Brokerage services	13,141		63		—		11		13,215
Bank services	1,866		8,139		18		189		10,212
Agency fee expense	3		186		2,369		—		2,558
Exchange services	2,112		—		—		49		2,161
Central Depository services	540		—		—		—		540
Other commission expenses	137		—		—		2,466		2,603
Total fee and commission expense	$	17,799	$	8,387	$	2,388	$	2,715	$	31,289

Table of Contents


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


	Three months ended June 30, 2025 (recasted)
	Brokerage		Banking		Insurance		Other		Total

Brokerage services	$	102,877	$	—	$	—	$	—	$	102,877
Commission income from payment processing	—		—		—		5,933		5,933
Agency fee income	—		—		—		4,538		4,538
Underwriting and market-making services	2,905		—		—		—		2,905
Bank services	—		(9,379)		—		—		(9,379)
Other fee and commission income	43		554		—		171		768
Total fee and commission income	$	105,825	$	(8,825)	$	—	$	10,642	$	107,642

Brokerage services	7,591		27		2		24		7,644
Bank services	2,036		5,562		174		86		7,858
Agency fee expense	—		14		65,341		—		65,355
Exchange services	205		—		—		20		225
Central Depository services	328		—		—		—		328
Other commission expenses	627		—		—		2,317		2,944
Total fee and commission expense	$	10,787	$	5,603	$	65,517	$	2,447	$	84,354

Table of Contents


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 16 – NET GAIN ON TRADING SECURITIES

During the three months ended June 30, 2026 and June 30, 2025, net gain on trading securities was comprised of:


	Three Months Ended June 30, 2026		Three Months Ended June 30, 2025

Net gain recognized during the period on trading securities sold during the period	$	25,279	$	7,866
Net unrealized gain recognized during the reporting period on trading securities still held at the reporting date	54,499		37,736
Net gain recognized during the period on trading securities	$	79,778	$	45,602

During the three months ended June 30, 2026, the Group sold securities for a gain of $25,279 and recognized unrealized gain in the amount $54,499. During the three months ended June 30, 2025, the Group sold securities for a gain of $7,866 and recognized unrealized gain in the amount of $37,736.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 17 - NET INTEREST INCOME/EXPENSE

Net interest income/expense for the three months ended June 30, 2026 and June 30, 2025 includes:


	Three months ended June 30, 2026		Three months ended June 30, 2025
Interest income:
Interest income on margin loans to customers	$	108,190	$	60,289
Interest income on loans to customers	81,481		61,694
Interest income on trading securities	59,810		52,576
Interest income on securities available-for-sale	20,034		13,383
Interest income on held-to-maturity securities	17,080		5,173
Interest income on reverse repurchase agreements and amounts due from banks	7,585		5,456
Other interest income	926		—
Total interest income	$	295,106	$	198,571

Interest expense:
Interest expense on customer accounts and deposits	$	86,917	$	39,332
Interest expense on securities repurchase agreement obligations	48,176		45,461
Interest expense on debt securities issued	33,234		13,751
Interest expense on margin lending payable	6,889		13,374
Interest expense on loans received	2,061		510
Other interest expense	286		982
Total interest expense	$	177,563	$	113,410

Net interest income	$	117,543	$	85,161

NOTE 18 - NET GAIN ON DERIVATIVES


	Three months ended June 30, 2026		Three months ended June 30, 2025

Net realized gain on derivatives	$	8,329	$	17,413
Net unrealized gain/(loss) on derivatives	1,524		(1,954)
Total net gain on derivatives	$	9,853	$	15,459

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 19 – RELATED PARTY TRANSACTIONS

Related party transactions as of June 30, 2026 and March 31, 2026, consisted of the following:


	June 30, 2026				March 31, 2026
	Related party balances		Total category as per financial statements captions		Related party balances		Total category as per financial statements captions
ASSETS
Cash and cash equivalents	$	1,139	$	1,351,050	$	1,771	$	966,115
Companies controlled by management	1,139				1,771
Restricted cash	$	6,989	$	1,473,196	$	6,586	$	1,246,312
Companies controlled by management	6,989				6,586
Investment securities	$	7,556	$	4,182,982	$	8,117	$	3,342,561
Companies controlled by management	7,556				8,117
Margin lending, brokerage and other receivables, net	$	34,560	$	3,996,783	$	22,267	$	4,690,782
Management	25,913				19,946
Companies controlled by management	8,212				2,315
Other	435				6
Loans issued	$	25,157	$	2,036,515	$	21,321	$	2,077,606
Management	403				475
Companies controlled by management	24,754				20,846
Other assets, net	$	40,641	$	376,937	$	40,119	$	264,621
Management	17,753				17,885
Companies controlled by management	22,888				22,234
LIABILITIES
Customer liabilities	$	113,506	$	7,048,800	$	94,808	$	7,103,984
Management	43,113				33,854
Companies controlled by management	67,942				58,592
Other	2,451				2,362
Margin lending and trade payables	$	652	$	594,005	$	836	$	689,641
Management	—				441
Companies controlled by management	652				395
Insurance contract liabilities	$	5,497	$	768,095	$	6,437	$	653,907

Companies controlled by management	5,497				6,437
Other liabilities	$	4,271	$	388,330	$	2,984	$	285,247
Management	236				250
Companies controlled by management	4,034				2,733
Other	1				1

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


	Three Months Ended June 30, 2026				Three Months Ended June 30, 2025
	Related party amounts		Total category as per financial statements captions		Related party amounts		Total category as per financial statements captions
Revenue:
Fee and commission income	$	1,023	$	156,734	$	684	$	107,642
Management	353				147
Companies controlled by management	667				533
Other	3				4
Interest income	$	4,511	$	295,106	$	583	$	198,571
Management	3,165				266
Companies controlled by management	1,344				317
Other	2				—
Net insurance revenue	$	694	$	124,175	$	5,927	$	143,815
Management	29				11
Companies controlled by management	664				5,914
Other	1				2
Other income	$	103	$	11,645	$	355	$	8,561
Management	1				—
Companies controlled by management	102				355
Expense:
Fee and commission expense	$	1,114	$	31,289	$	1,411	$	84,354
Management	—				1
Companies controlled by management	1,114				1,410
Interest expense	$	1,217	$	177,563	$	436	$	113,410
Management	160				110
Companies controlled by management	762				313
Other	295				13
Advertising and sponsorship expense	$	11,831	$	35,785	$	5,513	$	24,463
Companies controlled by management	11,831				5,513

As of June 30, 2026 and March 31, 2026, the Group had loans issued which included uncollateralized bank customer loans purchased from FFIN Credit, a company outside of the Group which is controlled by Timur Turlov. Beginning in September 2025, the Bank transitioned retail loan origination to its own platform and discontinued the purchase of unsecured consumer loans from FFIN Credit. For the details of financial impact of the transaction, see in Note 8 "Loans issued".

As of June 30, 2026, 26% of the Group's total related party other assets consisted of a prepayment to Freedom Data Centers LLP (formerly, Freedom Telecom LLP) for the potential acquisition of A-Telecom LLP compared to 26% as of March 31, 2026. The potential acquisition of A-Telecom LLP is part of the Group’s strategy to expand its presence in the

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

telecommunications market in Kazakhstan and to develop a digital fintech ecosystem. Freedom Data Centers LLP is considered a related party based on the scale of its economic transactions with the Group.

As of June 30, 2026, 14% of the Group's total related party customer liabilities were bank deposits from Turlov Family Office Securities (PTY) LTD held with Freedom Bank KZ, compared to 13% as of March 31, 2026. Turlov Family Office Securities (PTY) LTD is a private securities brokerage company that is wholly owned by Mr. Timur Turlov. Additionally, 0.5% of the Group's total related party customer liabilities as of June 30, 2026 were from a private company ITS Central Securities Depository Limited, compared to 1% as of March 31, 2026. Private company ITS Central Securities Depository Limited is a subsidiary of International Trading System Limited, an affiliate of the Group.

As of both June 30, 2026 and March 31, 2026, 99.2% of the Group's total related party insurance contract liabilities were liabilities from FFIN Credit. The Group provides voluntary credit risk insurance covering losses arising from borrower defaults on microloan agreements originated by FFIN Credit. In addition, during the three months ended June 30, 2026, the Group did not recognize any net insurance revenue, from such insurance services, compared to $5,462 recognized during the three months ended June 30, 2025.

The Group continues to support the development of chess and football in Kazakhstan. During the three months ended June 30, 2026, the Group incurred advertising and sponsorship expenses related to Kazakhstan Chess Federation in the amount of $4,123, Freedom Youth Football League of Kazakhstan in the amount of $4,637, and Football Club Shakhter in the amount of $2,544, compared to $1,608, $2,526 and $0, respectively, during the three months ended June 30, 2025. Kazakhstan Chess Federation is a Kazakhstan-based company in which Timur Turlov holds a management position. Freedom Youth Football League of Kazakhstan and Football Club Shakhter are Kazakhstan-based companies wholly owned by Turlov Private Holding, in which Timur Turlov holds 99.9% of the shares. The sponsorship contributions to the Kazakhstan Chess Federation, Freedom Youth Football League of Kazakhstan and Football Club Shakhter during the three months ended June 30, 2026 were made to support the preparation and holding of championships, tournaments, training camps and other events.

NOTE 20 – STOCKHOLDERS’ EQUITY

During the three months ended June 30, 2026 and 2025, the Company awarded stock grants totaling 136,179 and 211,691 shares, 111,879 and 99,929 of which were vested on the date of the award.

The table below presents Stock Incentive Plan awards granted on the dates indicated.


Stock awards granted on:			Units
May 28, 2026, immediate stock grants			127
May 28, 2026, grants subject to vesting			300
May 29, 2026, immediate stock grants			109,044
May 29, 2026, grants subject to vesting			24,000
June 11, 2026, immediate stock grants			2,708

NOTE 21 – STOCK BASED COMPENSATION

The compensation expense related to restricted and non-restricted stock grants was $23,235 during the three months ended June 30, 2026, and $23,054 during the three months ended June 30, 2025. As of June 30, 2026 there was $41,989 of total unrecognized compensation cost related to non-vested shares of common stock awarded, and $73,597 during the three months ended June 30, 2025. The cost is expected to be recognized over a weighted average period of 3.47 years. The compensation expense related to stock awards which vested on the date of the award was $15,972 and $11,754 during the three months ended June 30, 2026 and June 30, 2025, respectively.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

The Company has determined the fair value of FRHC shares awarded during the three months ended June 30, 2026, using the Monte Carlo valuation model based on the following key assumptions:


Stock awards granted	Term (years)	Volatility		Risk-free rate
May 29, 2026	5.00	38.80	%	4.13	%

The table below summarizes the activity for the Company's stock awards during the three months ended June 30, 2026:


	Shares	Weighted Average Fair Value
Outstanding, at March 31, 2026	903,483	85,776
Granted	136,179	19,074
Vested	(236,654)	(21,195)
Forfeited/cancelled/expired	(7,525)	(321)
Outstanding, at June 30, 2026	795,483	83,334

NOTE 22 – LEASES

At June 30, 2026, the Group was obligated under a number of noncancellable leases, predominantly operating leases of office space, which expire at various dates through 2039. The Group's primary involvement with leases is in the capacity as a lessee where a Group leases premises to support its business.

The Group determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. Operating lease liabilities and right-of-use (ROU) assets are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. The future lease payments are discounted at a rate that estimates the Company’s collateralized borrowing rate for financing instruments of a similar term and are included in accounts payable and other liabilities. The operating lease ROU asset, included in premises and equipment, also includes any lease prepayments made, plus initial direct costs incurred, less any lease incentives received. The Company recognizes fixed lease costs on a straight-line basis throughout the lease term in the Consolidated Statement of Income. Certain of these leases also have extension or termination options,

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

and the Company assesses the likelihood of exercising such options. If it is reasonably certain that the Group will exercise the options to extend, then we include the impact in the measurement of our ROU assets and lease liabilities.

When readily determinable, the Company uses the rate implicit in the lease to discount lease payments to present value; however, the rate implicit on most of the Group's leases are not readily determinable. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.

The table below presents the lease related assets and liabilities recorded on the Company's condensed consolidated balance sheets as of June 30, 2026 and March 31, 2026:


	Classification on Balance Sheet	June 30, 2026		March 31, 2026
Assets
Operating lease assets	Right-of-use asset	$	61,438	$	47,579
Total lease assets		$	61,438	$	47,579

Liabilities
Operating lease liability	Lease liability	$	62,986	$	48,843
Total lease liability		$	62,986	$	48,843

The following table presents as of June 30, 2026, the maturities of the lease liabilities:


Leases maturing during the period ending March 31,
2027	$	20,844
2028	24,806
2029	15,880
2030	10,001
2031	5,008
Thereafter	4,320
Total payments	80,859
Less: amounts representing interest	(17,873)
Lease liability, net	$	62,986
Weighted average remaining lease term (in months)	31
Weighted average discount rate	15		%

Lease commitments for short-term operating leases as of June 30, 2026 and June 30, 2025 were approximately $4,048 and $2,229, respectively. The Group's rent expense for office space was $3,378 for the three months ended June 30, 2026 and $2,689 for the three months ended June 30, 2025.

The Group has leases that involve variable payments tied to an index, which are considered in the measurement of operating lease ROU assets and operating lease liabilities.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 23 – ACQUISITIONS OF SUBSIDIARIES

Acquisition of ChessBase GmbH.

On June 1, 2026, the Company acquired 100% interest in ChessBase GmbH. ChessBase GmbH. is one of the world’s oldest and largest platforms specializing in chess software, analytics and database solutions. ChessBase GmbH. develops and sells game databases, analytical software, training products and online services for chess players, and also operates its major chess news platform.

The purpose of the acquisition of ChessBase GmbH. was to strengthen our digital ecosystem and expand our technology offerings through the acquisition of a leading provider of chess software, databases, analytics, and online services.

At the reporting date, June 30, 2026, final valuation of ChessBase GmbH. was not completed. As of June 1, 2026, the date of acquisition of ChessBase GmbH., the acquired net assets amounted to $2,802. The total purchase consideration was $4,875. As a result of acquisition, the Group recognized goodwill of $2,073.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 24 – COMMITMENTS AND CONTINGENT LIABILITIES

Legal, regulatory and governmental matters

As previously disclosed, since 2021, the Company and certain officers and directors have received subpoenas for documents and testimony from the SEC. The requested information relates to a number of topics related to an investigation, including settlement practices and relationships with certain institutional market maker customers of certain of our non-U.S. broker-dealer subsidiaries, and has included our accounting practices related to internalized trades, disclosures and internal controls (the "Investigation"). In the context of certain of those requests, on March 11, 2026, the Company and Company’s controlling shareholder, chairman and chief executive officer, Timur Turlov received a Wells Notice from the SEC staff in connection with the Investigation. The Wells Notice provides that the SEC staff has made a "preliminary determination" to recommend that the SEC file a civil enforcement action against the recipients alleging violations of certain provisions of the U.S. federal securities laws.

A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The issuance of a Wells Notice may or may not result in such actions or proceedings, and in some cases where a Wells Notice has been issued the matter may be settled or dismissed. The Company and Mr. Turlov have challenged the SEC’s “preliminary determination.” We face risks and uncertainties in connection with the Investigation, including the risk of a civil enforcement action or administrative proceeding being brought by the SEC or other resolution, including settlement, which could result in the imposition of monetary and non-monetary relief against the Company and/or Mr. Turlov, and the matter could result in additional legal and other professional expenses, and could adversely affect the Company’s business, financial condition, results of operations, reputation and cash flows. However, we cannot reasonably estimate the reasonably possible loss (or range of loss), if any. In addition, the ultimate outcome of the Investigation involves judgments and inherent uncertainties and cannot be predicted with certainty. This assessment is based on the Group's current understanding of relevant facts and circumstances, and the Group's perspective on these matters may evolve with future developments.

The Group accounts for potential losses related to litigation in accordance with FASB ASC Topic 450, "Contingencies." As of June 30, 2026, and March 31, 2026, accruals for potential losses related to legal, regulatory and governmental actions and proceedings were not material.

Einride arbitration case

In January 2025, Einride AB, a limited liability company based in Stockholm, Sweden, specializing in electric and self-driving vehicle technologies ("Einride"), filed a request for arbitration and statement of claim with the SCC Arbitration Institute against FRHC (the "Claim"). The Claim was related to the Einride's raising of a convertible loan through subscription to its convertible debentures. The Claim alleged that FRHC failed to pay to subscribe for a nominal convertible debenture amount of $10,000, allegedly in breach of a Subscription Commitment signed between Einride and FRHC in 2024. Einride sought monetary damages in the amount of $10,000, together with applicable interest and legal costs. FRHC contested the Claim and the relief sought by Einride. The arbitration was conducted under the SCC Arbitration Rules. The hearing on the merits was held in March 2026. On May 21, 2026, the arbitral tribunal issued its final award in favor of Einride, ordering FRHC to pay approximately $10,000. We recognized the related liability in our consolidated financial statements.

Employment and other disputes

During the three month ended June 30, 2026, the Company became involved in certain additional claims, complaints and legal or regulatory proceedings arising in the ordinary course of its business, including employment-related matters. The Company believes the complaints are without merit and is currently defending against the allegations. At this time, the Company is unable to reasonably estimate the possible loss or range of loss, if any, related to these matters, and accordingly no provision has been recorded.

Off-balance sheet financial instruments

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Freedom Bank KZ is a party to certain off-balance sheet financial instruments. These financial instruments include guarantees and unused commitments under existing lines of credit. These commitments expose the Company to varying degrees of credit and market risk which are essentially the same as those involved in extending loans to customers, and are subject to the same credit policies used in underwriting loans. Collateral may be obtained based on Freedom Bank KZ's credit evaluation of the counterparty. The Company's maximum exposure to credit loss is represented by the contractual amount of these commitments.

Unused commitments under lines of credit

Unused commitments under lines of credit include commercial, commercial real estate, home equity and consumer lines of credit to existing customers. These commitments may mature without being fully funded.

Unused commitments under guarantees

Unused commitments under guarantees are conditional commitments issued by Freedom Bank KZ to provide bank guarantees to customers. These commitments may mature without being fully funded.

Bank guarantees

Bank guarantees are conditional commitments issued by Freedom Bank KZ to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support trade transactions or guarantee arrangements. The credit risk involved in issuing guarantees is essentially the same as that involved in extending loan facilities to customers. A significant portion of the issued guarantees are collateralized by cash. Total lending related commitments outstanding as of June 30, 2026 and March 31, 2026, were as follows:


	As of June 30, 2026		As of March 31, 2026

Unused commitments under lines of credits and guarantees	$	382,960	$	279,587
Bank guarantees	84,835		39,953
Total	$	467,795	$	319,540

As of June 30, 2026, loans secured by cash constituted 97% of the unused commitments under lines of credit and guarantees.

Capital expenditure commitments

As of June 30, 2026, the Group had contractual capital expenditure commitments of up to $113,063 related to Freedom Telecom Operations Ltd. for equipment and software acquisition. These commitments are expected to be settled under the relevant agreements within the 4-year period and fall within the scope of the Group’s ordinary capital investment activities.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 25 – SEGMENT REPORTING

The following tables summarize the Group's Statement of Operations by its reportable segments. There are no revenues from transactions between the segments and intercompany balances have been eliminated for separate disclosure:


	Three months ended June 30, 2026
STATEMENT OF OPERATIONS	Brokerage		Banking		Insurance		Other		Total

Fee and commission income	$	167,540	$	(26,736)	$	—	$	15,930	$	156,734
Net gain/(loss) on trading securities	1,082		77,227		(890)		2,359		79,778
Interest income	114,524		150,660		26,644		3,278		295,106
Net insurance revenue	—		—		124,175		—		124,175
Net (loss)/gain on foreign exchange operations	(1,576)		15,463		96		(257)		13,726
Net (loss)/gain on derivative	(273)		7,812		—		2,314		9,853
Sales of goods and services	—		—		—		41,510		41,510
Other income	1,260		800		832		8,753		11,645
TOTAL REVENUE, NET	282,557		225,226		150,857		73,887		732,527

Fee and commission expense	17,799		8,387		2,388		2,715		31,289
Interest expense	9,819		130,091		2,032		35,621		177,563
Insurance claims and policyholder benefits, net of reinsurance	—		—		131,582		—		131,582
Payroll and bonuses	56,114		39,011		10,566		47,436		153,127
Professional services	2,401		69		704		6,830		10,004
Stock compensation expense	3,511		2,126		14,798		2,800		23,235
Advertising and sponsorship expense	10,503		1,175		174		23,933		35,785
General and administrative expense	14,558		25,213		2,908		33,526		76,205
Allowance for expected credit losses/(recoveries)	349		13,256		3,577		477		17,659
Cost of sales	—		—		—		35,244		35,244
TOTAL EXPENSE	115,054		219,328		168,729		188,582		691,693

INCOME/(LOSS) BEFORE INCOME TAX	$	167,503	$	5,898	$	(17,872)	$	(114,695)	$	40,834

Income tax (expense)/benefit	(33,857)		(2,213)		(1,324)		28,220		(9,174)

NET INCOME/(LOSS)	$	133,646	$	3,685	$	(19,196)	$	(86,475)	$	31,660

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


	Three months ended June 30, 2025 (Recasted)
STATEMENTS OF OPERATIONS	Brokerage		Banking		Insurance		Other		Total

Fee and commission income	$	105,825	$	(8,825)	$	—	$	10,642	$	107,642
Net gain on trading securities	7,063		29,665		4,096		4,778		45,602
Interest income	64,940		115,929		16,500		1,202		198,571
Net insurance revenue	—		—		143,815		—		143,815
Net (loss)/gain on foreign exchange operations	(2,445)		(13,850)		(142)		3,544		(12,893)
Net gain/(loss) on derivative	50		16,900		—		(1,491)		15,459
Sales of goods and services	—		—		—		17,224		17,224
Other income	827		6,423		308		1,003		8,561
TOTAL REVENUE, NET	176,260		146,242		164,577		36,902		523,981

Fee and commission expense	10,787		5,603		65,517		2,447		84,354
Interest expense	16,082		79,237		2,629		15,462		113,410
Insurance claims and policyholder benefits, net of reinsurance	—		—		64,996		—		64,996
Payroll and bonuses	34,193		19,241		7,535		31,536		92,505
Professional services	1,917		195		707		10,205		13,024
Stock compensation expense	6,213		3,070		10,451		3,320		23,054
Advertising and sponsorship expense	8,262		923		249		15,029		24,463
General and administrative expense	10,788		12,316		2,074		16,797		41,975
(Recoveries)/allowance for expected credit losses	(2,323)		5,624		1,185		336		4,822
Cost of sales	—		—		—		13,903		13,903
TOTAL EXPENSE	85,919		126,209		155,343		109,035		476,506

INCOME/(LOSS) BEFORE INCOME TAX	$	90,341	$	20,033	$	9,234	$	(72,133)	$	47,475

Income tax (expense)/benefit	(15,993)		(2,662)		(4,118)		12,654		(10,119)

NET INCOME/(LOSS)	$	74,348	$	17,371	$	5,116	$	(59,479)	$	37,356

The following tables summarize the Company's total assets and total liabilities by its business segments as of the dates presented. Intercompany balances have been eliminated for separate disclosure.


	June 30, 2026
	Brokerage		Banking		Insurance		Other		Total

Total assets	$	5,690,092	$	6,026,079	$	1,049,192	$	1,281,521	$	14,046,883
Total liabilities	4,212,191		5,391,703		847,328		2,060,385		12,511,607

Net assets	$	1,477,901	$	634,376	$	201,864	$	(778,864)	$	1,535,276

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


	March 31, 2026
	Brokerage		Banking		Insurance		Other		Total

Total assets	$	6,136,241	$	5,359,812	$	892,186	$	767,000	$	13,155,239
Total liabilities	4,763,038		4,727,241		680,071		1,495,610		11,665,960

Net assets	$	1,373,203	$	632,571	$	212,115	$	(728,610)	$	1,489,279

The following table presents revenues for the three months ended June 30, 2026 and 2025, and long-lived assets as of June 30, 2026 and March 31, 2026, classified by the major geographic areas based on subsidiaries' location.


	Three months ended June 30, 2026
Revenue	Brokerage		Banking		Insurance		Other		Total
Kazakhstan	$	173,053	$	225,132	$	150,857	$	63,109	$	612,151
Armenia	65,162		—		—		—		65,162
Cyprus	40,824		—		—		7,072		47,896
US	1,766		—		—		572		2,338
Other	1,752		94		—		3,134		4,980
TOTAL REVENUE, NET	$	282,557	$	225,226	$	150,857	$	73,887	$	732,527


	Three months ended June 30, 2025 (Recasted)
Revenue	Brokerage		Banking		Insurance		Other		Total
Kazakhstan	$	113,435	$	146,158	$	164,577	$	27,954	$	452,124
Armenia	43,661		—		—		—		43,661
Cyprus	17,265		—		—		3,191		20,456
US	909		—		—		4,872		5,781
Other	990		84		—		885		1,959
TOTAL REVENUE, NET	$	176,260	$	146,242	$	164,577	$	36,902	$	523,981


	June 30, 2026
Long-lived assets	Brokerage		Banking		Insurance		Other		Total
Fixed assets, net	$	24,128	$	90,474	$	7,212	$	250,166	$	371,980
Right-of-use assets	21,556		7,225		2,001		30,656		61,438
TOTAL LONG-LIVED ASSETS	$	45,684	$	97,699	$	9,213	$	280,822	$	433,418

Kazakhstan	16,094		95,219		9,213		238,445		358,971
Cyprus	11,600		—		—		29,233		40,833
US	3,475		—		—		9,472		12,947
Armenia	7,670		—		—		—		7,670
Other	6,845		2,480		—		3,672		12,997
TOTAL LONG-LIVED ASSETS	$	45,684	$	97,699	$	9,213	$	280,822	$	433,418

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


	March 31, 2026
Long-lived assets	Brokerage		Banking		Insurance		Other		Total
Fixed assets, net	$	23,049	$	89,083	$	7,040	$	239,224	$	358,396
Right-of-use assets	21,065		7,986		1,934		16,594		47,579
TOTAL LONG-LIVED ASSETS	$	44,114	$	97,069	$	8,974	$	255,818	$	405,975

Kazakhstan	15,124		95,288		8,974		219,533		338,919
Cyprus	12,371		—		—		27,541		39,912
US	3,640		—		—		5,782		9,422
Armenia	5,571		—		—		—		5,571
Other	7,408		1,781		—		2,962		12,151
TOTAL LONG-LIVED ASSETS	$	44,114	$	97,069	$	8,974	$	255,818	$	405,975

Brokerage

Companies in the Brokerage segment offer securities brokerage, securities dealing for customers and for our own account, market making activities, investment research, investment counseling, underwriting and market-making services to a global customer base of corporations, investors, financial institutions, merchants, government and municipal entities. Companies in the Brokerage segment also conduct proprietary securities trading.

The Group's services in this segment include providing customers with access to the world's largest stock exchanges and a gateway to global investment opportunities. Additionally, the Group's offerings in this segment include professional securities analytics, empowering customers with valuable insights and market intelligence to make informed investment decisions. To ensure a seamless experience, the Group provides user-friendly trading applications that offer convenience and flexibility.

Banking

Companies in the Banking segment generate banking service fee and interest income by providing services that include lending, deposit services, payment card services, money transfers, correspondent accounts, supporting both individual and corporate customers with innovative digital financial solutions. To ensure a seamless experience, the Banking segment it provides user-friendly trading applications that offer convenience and flexibility. Companies in the Banking segment also conduct proprietary securities trading activities.

Insurance

Companies in the Insurance segment offer products including life insurance, obligatory insurance, tourist medical health insurance and auto insurance. These insurance products are designed to offer comprehensive coverage and tailored solutions to protect individuals, property, auto and businesses in the event of unforeseen events or risks. Companies in the Insurance segment also conduct proprietary securities trading activities.

Other

Activities of companies in the Other segment include provision of payment processing services, financial educational center services, financial intermediary center services, financial consulting services, administrative management services, telecommunication services information processing services, entertainment ticketing sales, online air and railway ticket purchase aggregation and an online retail trade and e-commerce application. The Other segment also includes transactions conducted by the Company in connection with repurchase agreements.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 26 - STATUTORY CAPITAL REQUIREMENTS

The Company has two insurance subsidiaries operating in Kazakhstan: Freedom Life (a regulated life insurer) and Freedom Insurance (a regulated property and casualty insurance entity). The Law of the Republic of Kazakhstan No. 126-II "On Insurance Activities" (the "Insurance Law") is the main law regulating the insurance sector in Kazakhstan. It establishes a framework for insurance activities, registration and licensing of insurance companies and regulation of insurance activities by the Agency of the Republic of Kazakhstan for Regulation and Development of Financial Market ("ARDFM").

Freedom Life and Freedom Insurance are required by ARDFM to notify it of any proposal to declare or pay a dividend on its share capital, and the ARDFM may, following the notification, decide to restrict such proposed dividend. The amount of dividends these subsidiaries are permitted to declare is limited to the relevant subsidiary's realized retained earnings and dividends can only be paid to the extent they will not cause a breach to the minimum solvency and capital requirements of the relevant subsidiary. As of June 30, 2026 and March 31, 2026, Freedom Life and Freedom Insurance were in compliance with the ARDFM dividend, minimum solvency and minimum capital requirements. Freedom KZ in its capacity of an insurance holding is also limited in declaration and payment of dividends if such payment leads to breach of capital ratios applicable to Freedom Life and Freedom Insurance.

There are no significant differences between the statutory accounting practices and statements prepared in accordance with U.S. GAAP for the insurance subsidiaries.

In addition, our subsidiaries operate under various securities brokerage, banking and financial services regulations and must maintain such licenses in order to conduct their operations. As of June 30, 2026, we, through our subsidiaries, held: (a) brokerage licenses (i) in Kazakhstan issued by the NBK and the Astana Financial Services Authority (the "AFSA"), (ii) in Cyprus issued by the Cyprus Securities and Exchange Commission ("CySEC"), (iii) in the United States issued by FINRA, (iv) in Armenia issued by the Central Bank of Armenia, (v) in Uzbekistan issued by the Center of Coordination and Development of Securities Market, (vi) in Kyrgyzstan issued by the Financial Market Regulatory and Supervision Service under the Ministry of Economy and Сommerce of the Kyrgyz Republic, and (vii) in UAE issued by the Abu Dhabi Global Market Financial Services Regulatory Authority; (b) banking licenses (i) in Kazakhstan issued by the ARDFM, and (ii) in Tajikistan issued by the National Bank of Tajikistan; (с) a payment service provider in Kazakhstan registered in such capacity with the NBK, payment services providers in Uzbekistan and Kyrgyzstan holding licenses from the Central Bank of Uzbekistan and the National Bank of the Kyrgyz Republic, respectively; and (d) a securities portfolio management license in Tajikistan issued by the Ministry of Finance of Tajikistan. Our U.S. broker-dealer subsidiary is subject to regulatory oversight by U.S. authorities, including the SEC and FINRA, with respect to its brokerage and investment advisory activities in the U.S. In addition, following receipt of a principal approval by the Türkiye's financial regulatory and supervisory authority granted on January 9, 2025, we are in the process of obtaining a license to provide brokerage services in Türkiye.

The table below presents net capital/eligible equity, required minimum capital, excess regulatory capital and retained earnings as of June 30, 2026 for the Company and each of subsidiaries that are regulated entities that is material for our consolidated financial statements.

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)


(amounts in thousands)	Regulated activities	Net Capital/Eligible Equity		Required Minimum capital/solvency		Excess regulatory capital		Retained earnings

Freedom Holding Corp.	Kazakhstan bank holding company	$	1,535,276	$	200,000	$	1,335,276	$	1,263,160
Freedom EU	Brokerage	686,621		19,029		667,592		760,863
Freedom Bank KZ	Bank	524,068		250,005		274,063		292,571
Freedom Global	Brokerage	175,910		42,555		133,355		194,760
Freedom Armenia ("Freedom AR")	Brokerage	112,982		818		112,164		112,737
Freedom Life	Life Insurance	74,340		13,495		60,845		89,798
Freedom KZ	Brokerage	71,667		450		71,218		142,663
Freedom Insurance	Property and Casualty Insurance	62,671		13,495		49,175		44,701
Other regulated operating subsidiaries	Other	30,683		2,063		28,620		(60,041)
		$	3,274,219	$	541,911	$	2,732,308	$	2,841,211

According to the requirements of the NBK, the regulator of Freedom KZ and Freedom Life, capital is adjusted through subtraction of non-liquid assets. Consequently, net capital for regulatory purposes may be lower than retained earnings balances. For the purposes of capital requirements applicable to Freedom EU, which is regulated by the CySEC and Freedom Global regulated by Astana Financial Services Authority, current year profit is not included within net capital for regulatory purposes, as profits can only be included in net capital after a statutory audit is completed.

The table below presents net capital/eligible equity, required minimum capital, excess regulatory capital and retained earnings as of March 31, 2026 for each of our subsidiaries that are regulated entities that is material for our consolidated financial statements.


(amounts in thousands)	Regulated activities	Net Capital/Eligible Equity		Required Minimum capital/solvency		Excess regulatory capital		Retained earnings

Freedom Holding Corp.	Kazakhstan bank holding company	$	1,489,279	$	200,000	$	1,289,279	$	1,231,500
Freedom EU	Brokerage	686,750		19,509		667,241		522,253
Freedom Bank KZ	Bank	518,891		231,143		287,747		286,195
Freedom Global	Brokerage	139,906		37,068		102,838		163,820
Freedom Life	Life Insurance	117,074		13,550		103,524		107,131
Freedom Armenia ("Freedom AR")	Brokerage	95,550		797		94,753		96,377
Freedom KZ	Brokerage	73,931		452		73,480		141,684
Freedom Insurance	Property and Casualty Insurance	59,373		13,550		45,822		34,432
Other regulated operating subsidiaries	Other	25,568		2,085		23,483		(53,207)
		$	3,206,322	$	518,154	$	2,688,167	$	2,530,185

Table of Contents


FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated)

NOTE 27 – SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events through the date of issuance of this quarterly report on Form 10-Q with the SEC.

On July 10, 2026, FRHC completed an offering and sale of 2,374,356 shares of its common stock, par value of $0.001 per share, for an aggregate offering price of $300,000. The securities were offered and sold pursuant to Regulation S of the Securities Act of 1933. The offering was made only to non-U.S. persons in offshore transactions outside the United States, in accordance with the requirements of Regulation S, including the provisions applicable to a Category 3 offering under Regulation S.

Subscription proceeds in respect of this offering were received from investors prior to June 30, 2026. Because completion of the offering was not assured and the shares had not been issued as of that date, the subscribers held no residual interest in the Company, and the proceeds received were recorded as “Unsettled liability arising from a private placement” as of June 30, 2026. Upon completion of the offering on July 10, 2026, that liability was settled through the issuance of the common shares and reclassified to stockholders’ equity.

On July 31, 2026, FRHC and its subsidiary, Freedom Finansial Hizmetler Anonim Şirketi, completed the acquisition of approximately 99.32% of Turkish Bank A.Ş., a bank operating in Türkiye, for a total consideration of $33.4 million.

Table of Contents

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, 2026, filed with the Securities Exchange Commission ("SEC") on June 1, 2026 (the "2026 Form 10-K").

Special Note About Forward-Looking Information

This quarterly report on Form 10-Q contains, and any related discussions may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. 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," "plan," "potential," "predict," "project," "should," "strategy," "will," "would," and other similar expressions and their negatives. All statements, other than statements of historical fact, included herein and in the documents incorporated by reference in this quarterly report on Form 10-Q are forward-looking statements, including statements regarding our aims, goals, strategic goals, priorities, plans and objectives, plans to obtain licenses; key prospective markets; business strategy, including our strategy for expansion of business and entry into new business areas, such as the telecommunications, media and health sectors in Kazakhstan; our plans with respect to Freedom Media; the development of our digital fintech ecosystem; our products and services and expected operations, including Freedom SuperApp; expected capital expenditures and plans to finance such capital expenditures; our artificial intelligence ("AI") data center development project; the impact of new accounting pronouncements; acquisitions and business expansions in various regions or jurisdictions; treasury policy; regulatory investigations, including their preliminary determinations and potential outcomes, the potential outcome of legal proceedings; and other non-historical statements.

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. 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 and political 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;

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

•the impact of war involving Iran and corresponding political and economic instability and armed conflict in the Middle East, the India-Pakistan conflict, and any possible escalation of such conflicts or contagion to neighboring countries or regions;

•economic sanctions 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;

•our ability to obtain required licenses;

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

•the policies and actions of regulatory authorities in the jurisdictions in which we have operations, including changes in U.S. or other countries' trade policies, the imposition of tariffs and retaliatory tariffs, 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;

•our ability to secure financing and develop an AI data center infrastructure in Kazakhstan, including procurement of financing as well as advanced graphics processing units;

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

Table of Contents

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

•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 AI technologies into products and processes;

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

•market risks 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;

•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 2026 Form 10-K, including those listed under Part I, Item 1A. "Risk Factors" of the 2026 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 are made only as of the date of this report or the respective dates of the documents from which they are incorporated by reference. Except to the extent required by law, we undertake no obligations 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. ("FRHC") 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, cloud services, and telecommunications as well as 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, Japan, Uzbekistan, Kyrgyzstan, Georgia, Tajikistan, Azerbaijan, Türkiye, Bulgaria, Germany, Greece, Lithuania, The Netherlands, Portugal, Spain, Austria, France and Poland and the Group also has representative office in Italy. Our subsidiaries in the United States include an SEC- and FINRA-registered broker dealer. As of June 30, 2026, we had 12,100 full-time employees and 264 offices (of which 34 offered brokerage services, 72 offered insurance services, 40 offered banking services and 118 offered other financial and non-financial services).

FRHC's common stock is included in the Russell 3000® Index.

Table of Contents

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 25 "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 June 30, 2026	Number of customers as of March 31, 2026
Banking	5,447,000	5,026,000
Insurance	924,000	1,117,000
Brokerage	874,000	858,000
Other	1,498,000	1,105,000

Banking Segment

Our Banking segment primarily consists of the operations of Freedom Bank KZ and Freedom Bank TJ.

Freedom Bank KZ is a pioneer in digital retail and commercial banking services in Kazakhstan, offering deposits, multi‑currency payment cards, consumer and SME loans, payment and acquiring solutions. The bank extends our capital market heritage into everyday finance, providing the funding, payments and credit backbone of the wider Freedom ecosystem.

Freedom Bank TJ, a closed joint-stock company organized under the laws of the Republic of Tajikistan, obtained its banking license from the National Bank of Tajikistan on October 15, 2024, which permits it to conduct banking operations in both national and foreign currencies. The bank is being developed as a digitally led retail and commercial bank intended to extend our digital fintech ecosystem to the Tajikistan market, with a target product set covering current and savings accounts, multi‑currency payment cards, money transfers, and consumer and small and medium enterprise (SME) lending, delivered primarily through digital channels. Freedom Bank TJ conducts its activities through its office in Tajikistan and continues the phased build‑out of its branch network and digital service channels.

In addition, we are expanding our digital banking presence into Georgia through FBG Company JSC, an entity organized under the laws of Georgia. FBG Company JSC's application for the required banking license remains pending. Subject to receipt of the banking license and satisfaction of applicable regulatory requirements, FBG Company JSC is expected to operate as Freedom Bank Georgia. As of June 30, 2026, FBG Company JSC had not commenced banking operations.

The Company continues considering expansion of its banking segment into other jurisdictions. In March 2026, FRHC and its subsidiary Freedom Finansial Hizmetler Anonim Şirketi entered into an agreement to purchase approximately 99.32% of Turkish Bank A.S., a bank operating in Türkiye. The transaction was completed on July 31, 2026.

Table of Contents

As of June 30, 2026, Banking segment combined assets increased by 12% to $6,026.1 million, trading portfolio increased by 31% to $2,266.8 million, held-to-maturity portfolio increased by 21% to $521.5 million, loan portfolio decreased by 2% to $1,999.0 million, deposit portfolio increased by 20% to $3,033.4 million, in comparison with March 31, 2026. The increase in the deposit, trading and held-to-maturity portfolios reflects continued customer demand, growth in our banking services, and increased investment activity, while the decline in the loan portfolio was primarily driven by loan repayments during the period.

In Kazakhstan, the Kazakhstan Deposit Insurance Fund ("KDIF") administers the deposit insurance system. The KDIF insures deposits in the case of liquidation of a bank-member of the KDIF fund. Kazakhstan law provides for certain maximum deposit insurance coverage limits applicable to each type of insured deposit. However, if a customer maintains multiple types of insured deposits with the same participating bank, the aggregate deposit insurance compensation in respect of such deposits, subject to the maximum coverage limit applicable to each type of deposit, may not exceed 20 million Kazakhstan tenge (approximately $40,000 as of June 30, 2026) per customer.

We have 40 office locations in Kazakhstan, Tajikistan and Georgia. As of June 30, 2026, we had 3,847 employees in our Banking segment, all of which were full-time employees.

Insurance Segment

FRHC owns two insurance companies, both in Kazakhstan: Freedom Life and Freedom Insurance.

We believe incorporating the offerings of these insurance companies with our brokerage and banking product and service lines, along with our developing fintech ecosystem in Kazakhstan, allows us to offer an integrated, efficient and convenient single source for financial services in Kazakhstan.

•Freedom Life. Freedom Life provides a range of health and life insurance products to individuals and businesses, including life insurance, health insurance, annuity insurance, accident insurance, obligatory worker emergency insurance, travel insurance and reinsurance. As of June 30, 2026, Freedom Life had 291,543 customers and 325,407 active contracts, as compared to 279,615 customers and 319,538 active contracts as of March 31, 2026. "Active contracts" refers to insurance policies that are currently in force, meaning they have been issued and are not expired, canceled, or otherwise inactive as of the reporting date. As of June 30, 2026, Freedom Life had total assets of approximately $784.3 million and total liabilities of approximately $681.7 million, as compared to total assets of approximately $665.5 million and total liabilities of approximately $546.5 million as of March 31, 2026.

•Freedom Insurance. Freedom Insurance operates in the "general insurance" industry and is the leader in online insurance in Kazakhstan offering various general insurance products in property (including automobile), casualty, civil liability, personal insurance and reinsurance. As of June 30, 2026, Freedom Insurance had 632,667 customers and 1,032,789 active contracts, as compared to 837,275 customers and 1,299,046 active contracts as of March 31, 2026. The decrease was mainly due to the expiration of Motor Third Party Liability insurance contracts. As of June 30, 2026, Freedom Insurance had total assets of approximately $264.9 million and total liabilities of approximately $165.6 million, as compared to total assets of approximately $226.7 million and total liabilities of approximately $133.6 million as of March 31, 2026.

As of June 30, 2026, we had 72 offices and 1,289 employees, including 1,267 full-time employees and 22 part-time employees, providing consumer life and general insurance services in Kazakhstan.

Brokerage Segment

As of June 30, 2026, in our Brokerage business segment we had 34 offices that provided brokerage and financial services, investment consulting and education, including offices in Kazakhstan, Europe, Armenia, United States, Uzbekistan, UAE and Kyrgyzstan. In December 2025, our UAE subsidiary Freedom Broker Global Markets Ltd. received a brokerage license in the UAE issued by the Abu Dhabi Global Market Financial Services Regulatory Authority. In addition, we are in the process of seeking to obtain a license to provide brokerage services in Türkiye based on the principal approval granted by the financial regulatory and supervisory authority of Türkiye on January 9, 2025.

Freedom KZ and Freedom Finance Global PLC ("Freedom Global") are professional participants on the Kazakhstan Stock Exchange ("KASE") and the Astana International Exchange ("AIX"). Foreign Enterprise Freedom Finance LLC ("Freedom UZ") is a professional participant on the Republican Stock Exchange of Tashkent ("UZSE"), the Uzbek Republican Currency Exchange ("UZCE") and International Trading System Limited ("ITS"). FCM is a professional participant on the New York Stock Exchange ("NYSE") and Nasdaq Stock Exchange ("Nasdaq"). Freedom

Table of Contents

Finance Armenia LLC ("Freedom AR") is a professional participant on the Armenia Stock Exchange ("AMX"). Freedom Broker LLC is a professional participant on the Kyrgyz Stock Exchange ("KSE").

Freedom Finance Europe Limited ("Freedom EU") oversees our European region operations, including Austria, Bulgaria, Cyprus, France, Germany, Greece, Italy, Lithuania, The Netherlands, Poland, Portugal and Spain. Through Freedom EU, we provide transaction processing and intermediary services to our regional customers and to institutional customers that may seek access to the securities markets in the United States and Europe. All trading of United States and European exchange traded and over-the-counter ("OTC") securities by all Freedom group securities brokerage firms, excluding FCM, are also routed to and executed through Freedom EU.

We entered the U.S. market in December 2020 with the acquisition of FCM, a New York corporation that is a registered agency-only execution broker-dealer on the floor of the NYSE. FCM is a member of Nasdaq, NYSE & FINRA, as well as SIPC insured. FCM provides a full range of broker-dealer services, including, research sales and trading services for institutional accounts, investment banking services such as M&A, underwriting and capital markets advisory services and a research department that provides independent and objective investment research through research reports, recommendations and investment ideas to assist customers in making informed decisions.

As of June 30, 2026, we had 2,076 employees in our Brokerage segment, including 1,895 full-time employees and 181 part-time employees.

Other Segment

As of June 30, 2026, in our Other segment we had 118 offices and 5,367 employees, including 5,091 full-time employees and 276 part-time employees, providing a range of services including payment processing, entertainment ticketing sales, online air and railway ticket purchase aggregation and an online retail trade and e-commerce services. In the recent years, we have also established subsidiaries in Kazakhstan and UAE with a view to developing a telecommunications business and a media business, each of which is in the early stage of development. In our Other segment we also conduct proprietary securities trading activities, which are mainly conducted by FRHC. Revenue in this segment is mainly derived from online retail trade and e-commerce services, provision of payment processing services, retail online ticket sales and online aggregation of purchasing air and railway tickets.

Digital Fintech Ecosystem

We operate as a single ecosystem that delivers financial services and selected lifestyle services through one login and interface. Each service is built to interoperate with the others - balances transfer instantly, loyalty rewards accrue across products and customer data is captured only once, so the combined offering is more useful to customers and more efficient for us.

According to our growth model, we add new capabilities in two ways. First, we develop products in‑house, using common technology and process for compliance with applicable laws, regulatory requirements, industry standards and internal regulations. Second, we acquire focused businesses that either deepen an existing service or introduce a complementary one. Acquired platforms are migrated to the common architecture and made available through the same front end, which preserves a seamless user experience.

Our operating entities share customer transaction flows, interactions and profile updates to big data. Predictive AI models built on this consolidated record set personalized products and services, adjust credit limits, rank cross-selling offers and screen payments for fraud or sanctions within milliseconds, allowing low‑risk traffic to settle automatically while only exceptional cases move to manual review. Integration with government services enriches the dataset with verified third‑party information, so loan and account forms are pre‑filled and collateral ownership confirmed without paper, reducing onboarding from days to minutes. The combined effect - smarter targeting, faster fulfillment and fewer manual touch‑points lowers acquisition cost and raises both customer lifetime value and retention.

The  Freedom SuperApp ("Freedom SuperApp" or "SuperApp") is the Group's front end for all retail banking, payment, insurance and lifestyle services. A single sign‑on process and biometric authentication grant access to multi‑currency accounts, credit, card management and lifestyle commerce. All modules are built on a micro‑services architecture with APIs (Application Programming Interface) to nearly one hundred government and commercial data sources.

The SuperApp supports accounts and payments in KZT, multiple foreign currencies and Freedom Currency, an exchange‑traded note linked to the performance of FRHC common stock. Our app provides our customers with a loyalty

Table of Contents

and referral program, access to a lifestyle marketplace with embedded verticals including ticketing (cinema, concerts via Freedom Ticketon), travel bookings (Freedom Travel), streaming services (Freedom Media), grocery delivery (Arbuz), on‑demand home services (Naimi), news feed (Super Journal), health services (My Health), auto accessories and tires (Freedom Drive), mobile phones and electronic devices (Freedom Mobile), travel e‑SIM, a digital pharmacy, motor accident reporting and Europrotocol‑based insurance claim filing without police involvement (DTP.kz), a social‑commerce feed where users publish purchases to earn likes and points that drive enhanced cashback (Freedom Lenta), digital issuance and servicing of voluntary health, motor and financial‑protection insurance policies, and a government e‑services gateway enabling online document processing, tax and fine payments and submission of applications to state agencies. Customers elect to pay in cash, by installment credit or with accumulated loyalty rewards. The app also integrates customer wealth information into a real‑time net‑worth view generating secured‑loan offers where collateral is available. In addition, it enables customers to automatically complete and file certain individual tax declarations required by Kazakhstan law. All our core lending lines operate on the same end‑to‑end digital rail inside the SuperApp, enabling our eligible customers to obtain digital mortgage loans and consumer digital auto loans in a streamlined, automated way.

Freedom Bank issues a vertically integrated suite of Visa and Mastercard products, all of which are opened, funded, and managed within the SuperApp, with some cards also customizable based on customer preferences. By using our cards, customers gain access to a range of services, including multi-currency debit balances (SuperCard), investment opportunities through brokerage accounts (Invest Card), and enhanced service levels with exclusive benefits (Premium Deposit Cards).

Our Freedom Business mobile application is a full-featured mobile bank designed for individual entrepreneurs. It provides customers with 24/7 mobile access to financial management tools, including access to current accounts, balance monitoring, account detail viewing, and statement downloads. The app enables customers to perform a full range of transactions, such as payments to counterparties, transfers to the state budget, internal account transfers, and payroll management, including direct transfers to employees. The application also includes advanced acquiring functionalities, such as online ordering of POS terminals and corporate cards, accepting payments via QR code, and monitoring sales analytics. In addition, Freedom Business integrates various value-added services, including the AirShop partner marketplace builder enabling customers to launch an online store within minutes, an AI assistant, access to credit products, and a cashback loyalty program.

Our digital fintech platform leverages cutting-edge technology, big-data analytics, and robust security and compliance, powered by our proprietary scoring models, real-time fraud and sanctions screening, and machine-learning algorithms that analyze balance trends and purchase histories to personalize product recommendations and boost customer loyalty.

Tradernet is our flagship online trading platform designed for a wide range of investors, offering a comprehensive and user-friendly trading experience. The platform allows customers to trade a diverse array of financial instruments, including stocks, options, and ETFs from major global exchanges such as the KASE, AIX, NYSE, Nasdaq, ATHEX, the London Stock Exchange, the Chicago Mercantile Exchange, the Hong Kong Stock Exchange and Deutsche Börse, EUREX, ICE, SGX, HKFE, CFE, CBOE Europe and ITS. Accessible via both web and mobile platforms, Tradernet allows customers to monitor and manage their investments in real-time through intuitive and customizable interface. At the heart of Tradernet is a robust data platform that provides real-time market data and analytics which supports various trading activities by offering comprehensive data on securities. The back-end infrastructure of Tradernet is designed to handle high volumes of transactions securely and efficiently, promoting the platform's reliability even during peak trading times. The system includes advanced compliance and risk management features to enable trading activities to strictly adhere to the relevant regulations and provide timely advice to manage risks effectively. In addition, Tradernet places a strong emphasis on education and support, providing tutorials, webinars and market analysis reports enabling customers to make informed trading decisions and assist with any issues they may encounter.

In alignment with our digital fintech ecosystem strategy, we are seeking to expand by developing our telecommunications and cloud services in Kazakhstan and a regional media business in Central Asia. We are seeking to establish a new independent telecommunications operator in Kazakhstan to provide a diverse range of telecommunications and telecommunications-related services to customers which may include, among others, high-quality internet connectivity, fixed wireless access (FWA), WiFi access, over-the-top (OTT) streaming, internet protocol television (IPTV), traffic transit for operators and cloud solutions, subject to obtaining applicable licenses, acquisitions of telecom assets or entering into partnerships where required. Our new telecommunications business is operated by Freedom Telecom, a wholly-owned subsidiary of FRHC incorporated under the laws of the AIFC. Freedom Telecom represents a new line of business. Its strategy and budget are evolving dynamically in response to internal developments and external market factors, which may result in material adjustments to this strategy and our plan to develop this business. Our plan is that our telecom services

Table of Contents

will be offered as a separate product and as part of bundle offerings with our other digital products and services and will expand the ecosystem’s reach to areas where traditional banking channels are less efficient. Management expects the FWA grid to evolve into the backbone for a future mobile operator, providing additional distribution capacity for our digital services and generating new data streams that feed our predictive AI models. The combined effect should widen our addressable market, deepen engagement across product lines and further reduce the unit cost of serving each customer. Through entities incorporated under AIFC laws, we also operate Freedom Cloud which is structured as a standalone business line. Freedom Cloud is an essential component of our digital ecosystem that delivers advanced cloud infrastructure and related services both within the Group and to external clients, including major enterprises and government entities.

During fiscal 2024, we established Freedom Media as a subsidiary of Freedom Telecom. Freedom Media is intended to develop into a national media platform in Kazakhstan, offering streaming services to customers in Kazakhstan and the broader Central Asia region. The platform provides access to a library of more than 5,000 titles, including television series, films, documentaries from major international studios and in-house produced original content, as well as more than 100 television channels and a dedicated children’s section. Its sports offering includes regular broadcasts of football, UFC, tennis, basketball and hockey, and live streaming of major events, including the UEFA Champions League and other global competitions. Freedom Media also develops proprietary content, including original series and special projects, and is integrated within the Freedom SuperApp ecosystem.

In November 2025, the Company entered into a non-binding arrangement with the Kazakhstan Ministry of Artificial Intelligence and Digital Development providing for potential collaboration on the development of a $2 billion Sovereign AI Hub in Kazakhstan. The proposed AI Hub is to utilize NVIDIA’s latest computing architecture and be located at a site in Kazakhstan with 100 MW of available power, with the Company acting as the principal financing and implementation partner. The development of this project will require significant financing. In addition to strengthening Kazakhstan’s position in the global AI landscape, the initiative may enhance the Company’s competitiveness in AI innovation and support its long-term growth strategy.

Credit Ratings

On June 24, 2026, S&P Global Ratings raised its long-term issuer credit ratings to 'BB-' from 'B+' on Freedom KZ, Freedom EU, Freedom Global, and Freedom Bank KZ. The outlooks on these entities are stable. The ratings of Freedom KZ and Freedom Bank KZ on the national scale were increased from "kzBBВ+" to "kzA-". The upgrade reflects Freedom Group's three-year track record of consolidated risk management and compliance and strengthening of these functions at its financial subsidiaries.

On October 3, 2025, S&P raised its long-term issuer credit and financial strength ratings on Freedom Life to 'BB+' from 'BB'. The outlook is stable. The agency also raised its national scale rating to 'kzAA' from 'kzAA-'. Pursuant to S&P, the upgrade reflects Freedom Life's track record of market share and profit growth over recent years.

Earlier, on November 7, 2024, S&P raised its long-term issuer credit and financial strength ratings on Freedom Insurance to 'BB-' from 'B+'. The outlook is stable. S&P also raised the Kazakhstan national scale rating on Freedom Insurance to 'kzA-' from 'kzBBB+'.

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. For additional information on these factors and other risks that may affect our financial condition and results of operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II Item 7 of the 2026 Form 10-K and "Risk Factors" in Part I, Item 1A, of the 2026 Form 10-K.

FINANCIAL HIGHLIGHTS

The highlights of our consolidated results for the three months ended June 30, 2026 are as follows:

We had total revenues, net of $732.5 million for the three months ended June 30, 2026, as compared to $524.0 million for the three months ended June 30, 2025. The increase between the two quarters was primarily attributable to the following:

Table of Contents

•Our interest income for the three months ended June 30, 2026 was $295.1 million, an increase of $96.5 million, or 49%, compared to the three months ended June 30, 2025. The increase in interest income was primarily attributable to an increase in interest income on margin loans to customers and loans to customers, together with increases in interest income on held-to-maturity securities, trading securities, securities available-for-sale, and reverse repurchase agreements and amounts due from banks.

•Our fee and commission income for the three months ended June 30, 2026 was $156.7 million, an increase of $49.1 million, or 46%, compared to the three months ended June 30, 2025. The increase was primarily driven by higher fee and commission income from brokerage services, reflecting growth in our retail brokerage customer base. The increase was partially offset by lower fee and commission income from banking services, primarily due to the active use of our cashback-based loyalty program, with cashback amounts reflected as a reduction of banking service revenue.

•We had a net gain on trading securities of $79.8 million for the three months ended June 30, 2026, compared to a net gain on trading securities of $45.6 million for the three months ended June 30, 2025. The change was attributable mainly due to an increase in the value of securities positions as of June 30, 2026, and gains from the sale of Kazakhstan sovereign and corporate debt securities during the three months ended June 30, 2026.

We had total expense of $691.7 million, for the three months ended June 30, 2026, compared to $476.5 million for the three months ended June 30, 2025. The increase was mainly attributable to increases in insurance claims and policyholder benefits (net of reinsurance), interest expense, payroll and bonus expenses and general and administrative expenses.

We had net income of $31.7 million for the three months ended June 30, 2026, as compared to $37.4 million for the three months ended June 30, 2025. Our Brokerage, Banking, Insurance, and Other segments contributed net income of $133.6 million, net income of $3.7 million, net loss of $19.2 million and net loss of $86.5 million, respectively, to our total net income for the three months ended June 30, 2026.

Our total assets increased to $14.0 billion as of June 30, 2026 from $13.2 billion as of March 31, 2026.

The operating results for any period are not necessarily indicative of the results for any future period.

Table of Contents

RESULTS OF OPERATIONS

Comparison of the Three-month Periods Ended June 30, 2026 and 2025

The following comparison of our financial results for the three-month periods ended June 30, 2026 and 2025 is not necessarily indicative of future results.

Revenue

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


	Three months ended June 30, 2026				Three months ended June 30, 2025				Change

(amounts in thousands)	Amount		%*		Amount		%*		Amount		%
Interest income	$	295,106	40	%	$	198,571	38	%	$	96,535	49	%
Fee and commission income	156,734		21	%	107,642		20	%	49,092		46	%
Net insurance revenue	124,175		17	%	143,815		27	%	(19,640)		(14)	%
Net gain on trading securities	79,778		11	%	45,602		9	%	34,176		75	%
Sales of goods and services	41,510		6	%	17,224		3	%	24,286		141	%
Net gain on foreign exchange operations	13,726		2	%	(12,893)		(2)	%	26,619		(206)	%
Other income	11,645		2	%	8,561		2	%	3,084		36	%
Net gain on derivatives	9,853		1	%	15,459		3	%	(5,606)		(36)	%
Total revenue, net	$	732,527	100	%	$	523,981	100	%	$	208,546	40	%

* Percentage of total revenue, net.

Fee and commission income

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


	Three months ended June 30,
	2026		2025		Amount Change		% Change
Brokerage services	$	164,261	$	102,877	$	61,384	60	%
Commission income from payment processing	8,851		5,933		2,918		49	%
Agency fee income	7,076		4,538		2,538		56	%
Underwriting and market-making services	2,794		2,905		(111)		(4)	%
Bank services	(26,788)		(9,379)		(17,409)		186	%
Other fee and commission income	540		768		(228)		(30)	%
Total fee and commission income	$	156,734	$	107,642	$	49,092	46	%

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 periods presented.


	Three months ended June 30,
	2026		2025
	(as a % of total fee and commission income)
Brokerage services	104	%	96	%
Commission income from payment processing	6	%	6	%
Agency fee income	5	%	4	%
Underwriting and market-making services	2	%	2	%
Bank services	(17)	%	(9)	%
Other fee and commission income	—	%	1	%
Total fee and commission income	100	%	100	%

Table of Contents

Fee and commission income for the three months ended June 30, 2026 amounted to $156.7 million, reflecting an increase of $49.1 million or 46% compared to $107.6 million for the three months ended June 30, 2025. The increase was driven by several factors, as discussed below.

Fee and commission income from brokerage services was $164.3 million, representing a 60% increase from $102.9 million in the three months ended June 30, 2025. The increase was primarily driven by higher fee and commission income from short commissions earned from several large institutional counterparties and was further supported by an increase in the number of retail brokerage customers from 725,000 as of June 30, 2025 to 874,000 as of June 30, 2026. During the three months ended June 30, 2026 and June 30, 2025, we earned fee and commission income from one market maker customer at our subsidiary Freedom Global of $89.8 million and $72.3 million, representing 57% and 67%, respectively, of our total fee and commission income for that period.

Fee and commission income from banking services decreased by $17.4 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease was primarily driven by the active use of a cashback-based loyalty program. Continued growth in customer transaction volumes and activity resulted in higher cashback accruals during the period. 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 increased to $8.9 million in the three months ended June 30, 2026 from $5.9 million for the three months ended June 30, 2025. The $2.9 million increase was primarily attributable to the resumption of services to certain customers and higher transaction volumes during the period.

Fee and commission income from agency services increased by $2.5 million, or 56%, primarily driven by higher transaction volumes across travel and event-related services.

Net gain on trading securities

We had a net gain on trading securities of $79.8 million for the three months ended June 30, 2026, an increase of $34.2 million as compared to $45.6 million for the three months ended June 30, 2025. The following table sets forth information regarding our net gains and losses on trading securities for the three months ended June 30, 2026 and 2025:


(amounts in thousands)	Realized Net Gain		Unrealized Net Gain		Net Gain
Three months ended June 30, 2026	$	25,279	$	54,499	$	79,778
Three months ended June 30, 2025	$	7,866	$	37,736	$	45,602

During the three months ended June 30, 2026, we had a realized gain on trading securities of $25.3 million, which is mostly attributable to Kazakhstan sovereign and corporate debt securities sold during the three months ended June 30, 2026. Also, we recognized an unrealized net gain of $54.5 million during the same period due to an increase in the value of securities positions we held as of June 30, 2026. The unrealized net gain is attributable to an increase in the fair value of securities positions remaining in our portfolio at period-end.

During the three months ended June 30, 2025, we had a realized gain on trading securities of $7.9 million, which is attributable to Kazakhstan sovereign bonds sold during the three months ended June 30, 2025. Also, we recognized an unrealized net gain of $37.7 million during the same period due to an increase in the value of securities positions we held as of June 30, 2025. The majority of the unrealized net gain is attributable to Kazakhstan sovereign bonds.

Table of Contents

Interest income

The following tables set forth information regarding our revenue from interest income for the periods presented:


	Three months ended June 30,
(amounts in thousands)	2026		2025		Amount Change		% Change
Interest income on margin loans to customers	108,190		60,289		47,901		79	%
Interest income on loans to customers	81,481		61,694		19,787		32	%
Interest income on trading securities	59,810		52,576		7,234		14	%
Interest income on held-to-maturity securities	17,080		5,173		11,907		230	%
Interest income on securities available-for-sale	20,034		13,383		6,651		50	%
Interest income on reverse repurchase agreements and amounts due from banks	7,585		5,456		2,129		39	%
Other interest income	926		—		926		100	%
Total interest income	$	295,106	$	198,571	$	96,535	49	%

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


	Three months ended June 30,
	2026		2025
	(as a % of total interest income)
Interest income on margin loans to customers	37	%	30	%
Interest income on loans to customers	27	%	31	%
Interest income on trading securities	20	%	26	%
Interest income on held-to-maturity securities	6	%	3	%
Interest income on securities available-for-sale	7	%	7	%
Interest income on reverse repurchase agreements and amounts due from banks	3	%	3	%
Other interest income	—	%	—	%
Total interest income	100	%	100	%

For the three months ended June 30, 2026, we had interest income of $295.1 million, representing an increase of $96.5 million, or 49%, compared to the three months ended June 30, 2025. The increase in interest income was primarily attributable to an increase in interest income on margin loans to customers and loans to customers, as well as increases in interest income on held-to-maturity securities, trading securities, securities available-for-sale, and reverse repurchase agreements and amounts due from banks.

Interest income on margin loans to customers increased by $47.9 million, or 79%, due to an increase in the usage of margin loans for trades by our customers during the three months ended June 30, 2026. For the three months ended June 30, 2026, we earned interest income from margin lending from a market maker customer of our Freedom Global subsidiary in an amount of approximately $11.1 million, representing 10% of our total interest income from margin lending for that period.

For the three months ended June 30, 2026, interest income on loans to customers increased by $19.8 million, or 32%, compared to the three months ended June 30, 2025 due to the growth of Freedom Bank KZ's average customer loan portfolio relative to the prior year period.

For the three months ended June 30, 2026, interest income on held-to-maturity securities increased by $11.9 million compared to the three months ended June 30, 2025, primarily due to the growth of the held-to-maturity securities portfolio during the three months ended June 30, 2026.

During the three months ended June 30, 2026, interest income on available-for-sale securities increased by $6.7 million, or 50%, compared to the three months ended June 30, 2025 due to the growth of available-for-sale portfolio during the three months ended June 30, 2026.

Table of Contents

Interest income on trading securities increased by $7.2 million, or 14%, during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, due to an increase in the volume of interest-bearing trading securities held during the period. This reflects a strategic shift in our investment portfolio in response to improving market conditions, which impacted our 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 the three months ended June 30, 2026 and 2025.


	Three months ended June 30,
	2026				2025
(amounts in thousands)	Average balance
Interest-earning assets
Trading securities	$	2,215,058		(2)	$	1,849,084
Loans issued	2,035,361				1,698,372
Margin lending, brokerage and other receivables, net	4,593,556			(1)	2,479,955
Available-for-sale securities, at fair value	653,711			(2)	472,896
Held-to-maturity securities	488,484				157,020
	Average yields(3)

Trading securities	11.2		%		11.9		%
Loans issued	17.0		%		15.3		%
Margin lending, brokerage and other receivables, net	9.8		%		10.1		%
Available-for-sale securities, at fair value	12.8		%		11.8		%
Held-to-maturity securities	14.7		%		13.8		%
	Interest income

Interest income on margin loans to customers	$	108,190			$	60,289
Interest income on loans to customers	81,481				61,694
Interest income on trading securities	59,810				52,576
Interest income on held-to-maturity securities	17,080				5,173
Interest income on securities available-for-sale	20,034				13,383
Other interest income	8,511				5,456
Total interest income	$	295,106			$	198,571

(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.

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.

Table of Contents


	Three months ended June 30,
	2026 vs 2025
	(Decrease)/Increase due to change in
(amounts in thousands)	Rate		Volume		Net
Interest income
Interest income on trading securities	$	(2,605)	$	9,839	$	7,234
Interest income on loans to customers	6,981		12,806		19,787
Interest income on margin loans to customers	(1,885)		49,786		47,901
Interest income on available-for-sale securities	1,230		5,421		6,651
Interest income on held-to-maturity securities	353		11,554		11,907
Other interest income	—		—		3,055
Total interest income	$	4,074	$	89,406	$	96,535

Net insurance revenue

For the three months ended June 30, 2026, we had net insurance revenue of $124.2 million, a decrease of $19.6 million, or 14%, as compared to the three months ended June 30, 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.


	Three months ended June 30,
	June 30, 2026		June 30, 2025		Amount Change		% Change
Written insurance premiums	$	170,007	$	171,982	$	(1,975)	(1)	%
Reinsurance premiums ceded	(12,103)		(1,078)		(11,025)		1023	%
Change in unearned premium reserve, net	(7,015)		(17,648)		10,633		(60)	%
Deferred profit liability issuance expense	(38,900)		(6,979)		(31,921)		457	%
Deferred profit liability remeasurement gain (loss)	661		1,607		(946)		(59)	%
Deferred profit liability amortization / release	11,525		(4,069)		15,594		(383)	%
Net insurance revenue	$	124,175	$	143,815	$	(19,640)	(14)	%

Written insurance premiums decreased by $2.0 million, or 1% to $170.0 million, primarily 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.

Deferred profit liability issuance expense increased by a $31.9 million, or 457% to $38.9 million, reflecting higher gross premiums collected on Limited Payment long term contracts issued by Freedom Life during the three months ended June 30, 2026. Under LDTI, the excess of gross premium over the net premium required to fund expected future benefits is deferred and reсognized in revenue over the period insurance remains in force.

Deferred profit liability amortization / release increased by $15.6 million to $11.5 million, which was primarily attributable to higher pension annuity sales.

Net gain on foreign exchange operations

For the three months ended June 30, 2026, we realized a net gain on foreign exchange operations of $13.7 million compared to a net loss of $12.9 million for the three months ended June 30, 2025. The increase was primarily due to the

Table of Contents

decrease of translation loss by $30.3 million which is mostly attributable to Freedom Bank KZ. During the three months ended June 30, 2025, the bank recognized translation losses on its euro-denominated assets as the Kazakhstan tenge depreciated by approximately 12% against the euro during the quarter. In contrast, during the three months ended June 30, 2026, the tenge remained relatively stable, appreciating by 0.1% against the euro, resulting in substantially lower translation loss. There was also a $20.1 million gain on dealing transactions in three months ended June 30, 2026 compared to a $23.8 million gain for the three months ended June 30, 2025. The decrease is mainly attributable to Freedom Bank KZ, which had a net gain on sales and purchases of foreign currency of $20.5 million for the three months ended June 30, 2026, compared to a $23.7 million for the three months ended June 30, 2025.

Net gain on derivatives

For the three months ended June 30, 2026, we had net gain on derivatives of $9.9 million compared to a net gain of $15.5 million for the three months ended June 30, 2025. The decrease was primarily attributable to our subsidiary Freedom Bank KZ, which had a realized gain of $7.6 million for the three months ended June 30, 2026, compared to a realized gain of $17.2 million for the three months ended June 30, 2025. This decrease was partially offset by a net gain of $2.3 million from FSP for the three months ended June 30, 2026, compared to a net loss of $1.6 million for the three months ended June 30, 2025.

Sales of goods and services

For the three months ended June 30, 2026, we had sales of goods and services in the amount of $41.5 million compared to the sales of goods and services of $17.2 million for the three months ended June 30, 2025. The increase was primarily driven by our expansion in the telecommunications sector - an increase of the customer base and projects, especially following the acquisition of Freedom Cloud Holding. There was also an increase from Arbuz, mainly due to the increased customer activity and order volume which is a result of the company's expansion strategy.

Expense

The following table sets out information on our total expense for the periods presented.


	Three months ended June 30, 2026				Three months ended June 30, 2025				Change

(amounts in thousands)	Amount		%*		Amount		%*		Amount		%
Fee and commission expense	$	31,289	5	%	$	84,354	18	%	$	(53,065)	(63)	%
Interest expense	177,563		26	%	113,410		24	%	64,153		57	%
Insurance claims and policyholder benefits, net of reinsurance	131,582		19	%	64,996		13	%	66,586		102	%
Payroll and bonuses	153,127		22	%	92,505		19	%	60,622		66	%
Professional services	10,004		1	%	13,024		3	%	(3,020)		(23)	%
Stock compensation expense	23,235		3	%	23,054		5	%	181		1	%
Advertising and sponsorship expense	35,785		5	%	24,463		5	%	11,322		46	%
General and administrative expense	76,205		11	%	41,975		9	%	34,230		82	%
Allowance for expected credit losses	17,659		3	%	4,822		1	%	12,837		266	%
Cost of sales	35,244		5	%	13,903		3	%	21,341		153	%
Total expense	$	691,693	100	%	$	476,506	100	%	$	215,187	45	%

______________

* Percentage of total expense.

Fee and commission expense

Table of Contents

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


	Three months ended June 30,
	2026		2025		Amount Change		% Change
Brokerage services	$	13,215	$	7,644	$	5,571	73	%
Bank services	10,212		7,858		2,354		30	%
Agency fee expense	2,558		65,355		(62,797)		(96)	%
Exchange services	2,161		225		1,936		860	%
Central Depository services	540		328		212		65	%
Other commission expenses	2,603		2,944		(341)		(12)	%
Total fee and commission expense	$	31,289	$	84,354	$	(53,065)	(63)	%

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.


	Three months ended June 30,
	2026		2025
	(as a % of total fee and commission expense)
Brokerage services	42	%	9	%
Bank services	33	%	9	%
Agency fee expense	8	%	78	%
Exchange services	7	%	—	%
Central Depository services	2	%	—	%
Other commission expenses	8	%	4	%
Total fee and commission expense	100	%	100	%

Fee and commission expense decreased by $53.1 million, or 63%, in the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease was mainly attributable to a $62.8 million decrease in agency fee service expenses in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, driven by regulatory cap on commissions paid to insurance agents for policies associated with bank and microfinance loan products, which reduced new business volumes during the period. This decrease was partially offset by a $5.6 million increase in brokerage service expense in the three months ended June 30, 2026, which was driven by higher customer activity, as well as a $2.4 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

For the three months ended June 30, 2026, we had interest expense of $177.6 million, an increase of $64.2 million, or 57%, compared to the three months ended June 30, 2025. The increase was primarily attributable to higher interest expense on customer accounts and deposits and on debt securities issued, partially offset by a decrease in interest expense on margin lending payable, and was almost entirely volume-driven.

Interest expense on customer accounts and deposits increased by $47.6 million, or 121%, driven by the growth of the average balance of interest-bearing customer liabilities from 1.4 billion during the three months ended June 30, 2025 to 3.0 billion during the three months ended June 30, 2026, reflecting the continued expansion of our deposit base at Freedom Bank KZ. The average rate paid on these liabilities remained substantially unchanged at 12.0%, compared to 11.9% in the prior year period, and accordingly the increase was almost entirely volume-driven.

Interest expense on debt securities issued increased to $33.2 million during the three months ended June 30, 2026, compared to $13.8 million during the three months ended June 30, 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 9.7% to 9.5%. The increase in debt issuance reflects the Company’s long-term funding and investment strategy.

Table of Contents

Interest expense on margin lending payable decreased by $6.5 million, or 48%, as the average balance of margin lending payable declined 43%, from $810.7 million to $465.1 million, and the average rate decreased from 6.8% to 6.1%.

The following table provides a summary of the monthly average balances and average interest rates for the major categories of interest-bearing liabilities for the three months ended June 30, 2026 and 2025.


	Three months ended June 30,
	2026			2025
(amounts in thousands)	Average balance
Interest-bearing liabilities
Securities repurchase agreement obligations	$	1,138,815		$	1,815,927
Customer liabilities (1)	3,035,064			1,380,725
Debt securities issued	1,450,381			586,854
Margin lending payable	465,092			810,691
	Average rates

Securities repurchase agreement obligations	18.0		%	10.4		%
Customer liabilities (1)	12.0		%	11.9		%
Debt securities issued	9.5		%	9.7		%
Margin lending payable	6.1		%	6.8		%
	Interest expense
Interest expense on securities repurchase agreement obligations	$	48,176		$	45,461
Interest expense on customer accounts and deposits	86,917			39,332
Interest expense on debt securities issued	33,234			13,751
Interest expense on margin lending payable	6,889			13,374
Other interest expense	2,347			1,492
Total interest expense	$	177,563		$	113,410

(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.


	Three months ended June 30,
	2026 vs 2025
	(Decrease)/increase due to change in
(amounts in thousands)	Rate		Volume		Net
Interest expense
Interest expense on securities repurchase agreement obligations	$	5,519	$	(2,804)	$	2,715
Interest expense on customer accounts and deposits	219		47,366		47,585
Interest expense on debt securities issued	(307)		19,790		19,483
Interest expense on margin lending payable	(1,276)		(5,209)		(6,485)
Other interest expense	—		—		855
Total	$	4,155	$	59,143	$	64,153

Insurance claims and policyholder benefits, net of reinsurance

For the three months ended June 30, 2026, we had a $66.6 million, or 102%, increase in insurance claims and policyholder benefits, net of reinsurance, as compared to $65.0 million for the three months ended June 30, 2025. The

Table of Contents

increase was driven primarily by the continued growth of the pension annuity business of our life insurance subsidiary and the resulting expansion of the in-force long-duration contract block. The principal unfavorable drivers were a $25.3 million, or 145%, increase in claims paid to $42.8 million, reflecting higher annuity payments consistent with the growth of the in-force book of business of our life insurance subsidiary, as well as higher claims paid by our general insurance subsidiary, primarily under the compulsory motor third party liability, health insurance and property insurance classes, a $21.0 million, or 80%, increase in interest accretion on the liability for future policy benefits to $47.2 million, reflecting growth of the in-force long-duration block, a $1.4 million unfavorable change in liability remeasurement on long-duration contracts, as the remeasurement gain decreased to $35.3 million from $36.7 million, reflecting experience adjustments arising during the period, and a $4.8 million, or 21%, increase in other insurance net expense to $27.7 million. These were partially offset by a $16.0 million favorable movement in benefit payments, which increased to $18.5 million from $2.5 million in line with the higher annuity payments described above, and by a $9.0 million favorable change in insurance reserves, as the movement shifted from a $3.2 million build in the prior year period to a $5.8 million release for the three months ended June 30, 2026.

Payroll and bonuses

For the three months ended June 30, 2026, we had payroll and bonuses expense of $153.1 million, representing an increase of $60.6 million or 66% compared to $92.5 million for the three months ended June 30, 2025. The increase was primarily driven by workforce expansion through new hires, together with higher salary and bonus expenses compared to the corresponding prior-year period.

Professional services

For the three months ended June 30, 2026, our professional services expense was $10.0 million, representing a decrease of $3.0 million, or 23%, compared to $13.0 million for the three months ended June 30, 2025. The decrease was primarily attributable to a decrease in expenses for auditing services rendered by our external auditors due to timing differences in the provision of such services, it was partially offset by an increase in legal fees.

Stock compensation expense

For the three months ended June 30, 2026, our stock compensation expense was $23.2 million, representing an increase of $0.2 million compared to $23.1 million for the three months ended June 30, 2025. The increase is attributable to new stock grants awarded and the partial amortization of stock grants which were awarded during 2027, 2026, 2025 and 2024 fiscal years.

Advertising and sponsorship expense

Advertising and sponsorship expense for the three months ended June 30, 2026, was $35.8 million, representing a increase of $11.3 million, or 46%, compared to $24.5 million for the three months ended June 30, 2025. The increase in advertising and sponsorship expense was primarily driven by one of our subsidiaries, which entered into a sponsorship agreement with a professional football club during the three months ended June 30, 2026 that had no equivalent in the prior year period, and by expanded placement of advertising and information materials during the period.

General and administrative expense

General and administrative expense for the three months ended June 30, 2026, was $76.2 million, representing an increase of $34.2 million or 82% compared to $42.0 million for the three months ended June 30, 2025. The increase was primarily driven by higher communication services expense, software support, depreciation and amortization, charity, IT services, business trip expenses, lease depreciation, other operating expenses, transportation expense, and taxes other than income tax. Communication services expense increased by $5.4 million, mainly due to higher communication and connectivity costs required to support the expansion of digital channels. Software support expenses increased by $3.3 million, mainly due to the support of licensed and other software systems. Depreciation and amortization increased by $3.8 million, primarily reflecting a higher depreciable and amortizable asset base, including data centers, telecommunications infrastructure and system implementation projects. Charity increased by $3.2 million, reflecting an increase in charitable and social contributions. IT services increased by $3.2 million, mainly due to software development and maintenance costs. Business trip expenses increased by $2.5 million reflecting a general increase in business travel activity. Lease depreciation increased by $2.4 million, primarily attributable to new lease agreements and higher depreciation of right-of-use assets. Other operating expenses increased by $1.9 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. Transportation expense increased by $1.8 million, primarily due to the expansion of our event and delivery logistics activities.

Table of Contents

Provision for allowance for expected credit losses

For the three months ended June 30, 2026, we recognized a provision for expected credit losses of $17.7 million, compared with $4.8 million for the three months ended June 30, 2025. The increase was primarily driven by higher net provisions on purchased retail loans reflecting the migration of a greater portion of these loan portfolios to credit-impaired status as the underlying loans progressed through their contractual terms. The increase also reflected higher provisions on retail loans, auto loans, corporate loans and loans to SME primarily due to a higher estimated probability of default observed during the period and growth of the loan portfolio.

During the end of the fiscal year ended March 31, 2026, 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.

Provisions on insurance receivables also increased, consistent with the growth of our insurance business. In addition, Freedom Global recognized a provision related to margin lending receivables of $0.1 million during the three months ended June 30, 2026, compared with a recovery of provisions of $3.3 million recognized in the prior-year period.

Cost of sales

We had cost of sales $35.2 million and $13.9 million for the three months ended June 30, 2026, and June 30, 2025, respectively. The increase primarily reflects the growth in sales of goods and services attributable to our expansion in the telecommunications sector following the acquisition of Freedom Cloud Holding and increased customer activity and order volume from Arbuz.

Income tax expense

We had income before income tax of $40.8 million and $47.5 million for the three months ended June 30, 2026, and June 30, 2025, respectively. Income tax expense for the three months ended June 30, 2026, and June 30, 2025 was $9.2 million and $10.1 million, respectively. During the three months ended June 30, 2026, effective income tax rate increased to 22.5%, from 21.3%. The main factor of the change in effective tax rate was the changes in the composition of the profits we realized from our operating activities, the tax treatment of those profits in the various jurisdictions where our subsidiaries operate, and the incremental U.S. GILTI tax. In addition, total increase has been partially offset with the fact, that during the three months ended June 30, 2026, we had applied relief from the Pillar Two Income Inclusion Rule ("IIR") and Undertaxed Profits Rule ("UTPR") for multinational groups, which has been announced by OECD, on January 5, 2026.

Net income

As a result of the foregoing factors, for the three months ended June 30, 2026, we had net income of $31.7 million compared to $37.4 million for the three months ended June 30, 2025, a decrease of 15%.

Foreign currency translation adjustments, net of tax

Due to a 0.4% weakening of the Kazakhstan tenge against the U.S. dollar during the three months ended June 30, 2026, we realized a foreign currency translation loss of $4.4 million for the three months ended June 30, 2026 since most of

Table of Contents

our companies use the Kazakhstan tenge as their functional currency, as compared to a foreign currency translation loss of $41.8 million for the three months ended June 30, 2025.

Table of Contents

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.

Comparison of the Three-month Periods Ended June 30, 2026 and 2025

Total revenue, net associated with our segments is summarized in the following table:


	Three months ended June 30,
	2026		2025		Amount Change		% Change
Brokerage	$	282,557	$	176,260	$	106,297	60	%
Banking	225,226		146,242		78,984		54	%
Insurance	150,857		164,577		(13,720)		(8)	%
Other	73,887		36,902		36,985		100	%
Total revenue, net	$	732,527	$	523,981	$	208,546	40	%

Total revenue, net for the three months ended June 30, 2026 increased across Brokerage, Banking and Other segments compared to the three months ended June 30, 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 for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Brokerage Segment

•In the three months ended June 30, 2026, the Brokerage segment experienced a significant increase in total revenue, net, primarily driven by a $61.7 million increase in fee and commission income, reflecting higher brokerage activity during the period. Interest income also contributed to the growth, rising by $49.6 million, primarily due to increased usage of margin loans for trades by our customers. In addition, we had a $0.9 million increase in net gain/(loss) on foreign exchange operations, further contributing to the growth in revenue. However, this increase was partially offset by a $6.0 million decrease in net gains on trading securities.

Banking Segment

•In the three months ended June 30, 2026, total revenue, net in the Banking segment increased as compared to the three months ended June 30, 2025, mostly driven by a $29.3 million increase in net gain/(loss) on foreign exchange operations due to appreciation of the Kazakhstan tenge against the U.S. dollar, a $47.6 million increase in net gain on trading securities, driven by higher realized gains, mostly attributable to Kazakhstan sovereign and corporate debt securities sold during the period, and higher unrealized gains attributable to an increase in the fair value of securities positions remaining in our portfolio at period-end, and a $34.7 million increase in interest income, driven primarily by growth in the loan portfolio and held-to-maturity securities. This increase was partially offset by a $17.9 million decrease in fee and commission income driven by higher SuperApp cashback volumes, and a $9.1 million decrease in net gain on derivatives mainly due to losses on currency swaps and the decrease of transactions.

Insurance Segment

•In the three months ended June 30, 2026, total revenue, net in the Insurance segment decreased mainly due to a decrease for $19.6 million in net insurance revenue, because the volume of revenue receipts from the agent has continued to decrease due to the updates in the Law on Insurance Activities, and a $5.0 million decrease in net gain on trading securities due to less favorable market movements in the prices of securities held for trading. This decrease was partially offset by an increase of $10.1 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, an increase of $0.5 million of other income, $0.2 million of net gain on foreign exchange operations supported by more favorable U.S. dollar and Kazakhstani tenge exchange rate movements.

Table of Contents

Other Segment

•In the three months ended June 30, 2026, total revenue, net in the Other segment increased primarily due to a $24.3 million increase in sales of goods and services, driven by our continued expansion into the telecommunications sector and higher order volumes and customer activity at Arbuz. Fee and commission income increased by $5.3 million year over year, primarily attributable to the increase in fee and commission income from payment processing driven by the resumption of services to certain customers and higher transaction volumes. Net gain on derivatives increased by $3.8 million year over year, primarily driven by FSP, reflecting the revaluation of liabilities under structured products. In addition, net gain on foreign exchange operations decreased by $3.8 million year over year, which is primarily attributable to a lower foreign currency translation gain, due to a reduced appreciation of the U.S. dollar against the Kazakhstan tenge during the period, compared to the three months ended June 30, 2025.

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


	Three months ended June 30,
	2026		2025		Amount Change		% Change
Brokerage	$	115,054	$	85,919	$	29,135	34	%
Banking	219,328		126,209		93,119		74	%
Insurance	168,729		155,343		13,386		9	%
Other	188,582		109,035		79,547		73	%
Total expense, net	$	691,693	$	476,506	$	215,187	45	%

For the three months ended June 30, 2026, total expenses, net increased across all segments compared to the three months ended June 30, 2025. Below is a discussion of changes in expenses for each of our segments for the three months ended June 30, 2026 versus the three months ended June 30, 2025:

Brokerage Segment

•In the three months ended June 30, 2026, total expenses, net, in our Brokerage segment increased by $29.1 million. The increase was primarily driven by a $21.9 million rise in payroll and bonus expenses, reflecting our continued investment in attracting and retaining top talent, a $7.0 million increase in fee and commission expenses due to higher customer trading activity, a $3.8 million increase in general and administrative expenses, and a $2.2 million increase in advertising and sponsorship expenses, as marketing activities were scaled during the period. These increases were partially offset by a $6.3 million decrease in interest expense, primarily due to lower interest expense on margin lending payable, and a $2.7 million decrease in stock-based compensation expense.

Banking Segment

•In the three months ended June 30, 2026, total expenses, net, in our Banking segment increased primarily due to a $50.9 million increase in interest expense attributable to the continued growth in customer liabilities, a $19.8 million increase in payroll and bonuses expense, a $12.9 million increase in general and administrative expenses, particularly communication services and software expenses, a $7.6 million increase in provision for credit losses, and a $2.8 million increase in fee and commission expense, mainly driven by the growth in merchant acquiring volumes as additional merchants and point-of-sale terminals were connected, as well as a higher volume of transactions.

Insurance Segment

•In the three months ended June 30, 2026, total expenses, net in our insurance segment increased mainly due to a $66.6 million increase in insurance claims and policyholder benefits net of reinsurance, due to higher annuity and benefit payments of our life insurance subsidiary, consistent with the growth of its pension annuity portfolio, $4.3 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, $3.0 million increase in payroll and bonuses expense due to the increase in headcount and overall insurance operations, along with the annual increase of base salaries in line with market levels, resulted in higher personnel expenses, $2.4 million increase in provisions for credit losses primarily driven by higher premium receivables, reflecting growth in written premiums during the period. The increase was partially offset by a $63.1 million decrease in fee and commission expense, primarily as a result of the amendments to the Law on Insurance Activities effective September 2025, which significantly

Table of Contents

reduced the volume of business generated through the agent and, correspondingly, the commissions payable to the agent.

Other Segment

•In the three months ended June 30, 2026, our Other segment's total expenses increased by $79.5 million. The increase was driven by an increase in cost of sales, interest expense, general and administrative expense, payroll and bonuses. Cost of sales increased by $21.3 million due to a higher sales volume, which reflects our expansion into the telecommunications sector as well as increased customer activity and order volume at Arbuz. Interest expense increased by $20.2 million, mainly attributable to an increase in interest expense from the debt securities issued by Freedom SPC. General and administrative expense increased by $16.7 million, and payroll and bonuses increased by $15.9 million, both primarily reflecting the overall growth of our operations and the addition of new subsidiaries.

LIQUIDITY AND CAPITAL RESOURCES

During the periods covered in this quarterly report, our operations were primarily funded through a combination of cash on hand, cash generated from operations, cash returns generated from our proprietary trading and proceeds from the sale 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 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 table sets out certain information regarding our assets as of the dates presented:


	June 30, 2026		March 31, 2026
(amounts in thousands)
Cash and cash equivalents(1)	$	1,351,050	$	966,115
Restricted cash(2)	$	1,473,196	$	1,246,312
Trading securities	$	2,974,677	$	2,339,100
Total assets	$	14,046,883	$	13,155,239
Net liquid assets(3)	$	7,068,304	$	6,971,074

(1)Of the $1,351.1 million in cash and cash equivalents we held at June 30, 2026, $58.8 million, or approximately 4%, was subject to reverse repurchase agreements. By comparison, at March 31, 2026, we had cash and cash equivalents of $966.1 million, of which $207.9 million, or approximately 22%, was subject to reverse repurchase agreements. The amount of cash and cash equivalents we hold is subject to minimum levels set by regulatory bodies to comply with required rules and regulations, including adequate capital and liquidity levels for each entity.

(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. It includes liquid assets possessed after deducting securities repurchase agreement obligations.

As of June 30, 2026, and March 31, 2026, we had total liabilities of $12.5 billion and $11.7 billion, respectively, including customer liabilities of $7.0 billion and $7.1 billion, respectively.

Table of Contents

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 a special custody accounts for the exclusive benefit of our brokerage customers.


	Three Months Ended June 30, 2026		Three Months Ended June 30, 2025
(amounts in thousands)
Net cash flows (used in)/from operating activities	$	(341,624)	$	480,831
Net cash flows used in investing activities	(275,365)		(505,516)
Net cash flows from financing activities	1,216,698		123,381
Effect of changes in foreign exchange rates on cash and cash equivalents	12,196		(74,207)
Effect of expected credit losses on cash and cash equivalents and restricted cash	(86)		(393)

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	$	611,819	$	24,096

Net Cash Flows From Operating Activities

Net cash flow (used in)/from operating activities during the three months ended June 30, 2026, was comprised of net change in operating assets and liabilities 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 receivables). Net cash from operating activities resulted primarily from changes in operating assets and liabilities. Such changes included those set out in the following table.


	Three Months Ended June 30, 2026			Three Months Ended June 30, 2025
(amounts in thousands)
(Increase)/Decreases in trading securities	$	(548,723)	(1)	$	227,270
(Decrease)/Increases in brokerage customer liabilities	$	(508,231)	(2)	$	49,788
Decreases in margin lending, brokerage and other receivables (3)	$	745,444		$	449,567
Decreases in margin lending and trade payables (4)	$	(150,637)		$	(352,399)

______________

(1)Resulted from increased purchases of securities held in our proprietary account.

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

(3)Resulted primarily from decreased volume of margin lending receivables.

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

Net cash flows from operating activities in the three months ended June 30, 2026 were primarily driven by changes in brokerage customer liabilities, restricted cash, and margin lending-related balances. Brokerage customer liabilities largely represent customer cash balances held in brokerage accounts, a portion of which are maintained in segregated, clearing, or settlement accounts and are therefore classified as restricted cash. Brokerage customer liabilities decreased during the period, reflecting lower customer cash balances, which may be attributable to a combination of (i) changes in customer activity and turnover, (ii) net customer withdrawals or lower balances relative to the prior period, and (iii) customer preference to hold relatively less cash in brokerage accounts given prevailing market conditions and trading opportunities,

Net Cash Flows Used In Investing Activities

During the three months ended June 30, 2026, net cash used in investing activities was $275.4 million compared to net cash used in investing activities of $505.5 million during the three months ended June 30, 2025. During the three months ended June 30, 2026, cash used in investing activities was used for issuance of loans, net of repayment by customers, in the amount of $19.6 million, purchase of available-for-sale securities, at fair value in amount of $132.7

Table of Contents

million, purchase of held-to-maturity securities in amount of $85.6 million, purchase of fixed assets in the amount of 79.1 million.

Net Cash Flows From Financing Activities

Net cash flows from financing activities for the three months ended June 30, 2026 were $1,216.7 million compared to $123.4 million net cash flows from financing activities during the three months ended June 30, 2025. Cash flows from financing activities during the three months ended June 30, 2026 consisted principally of net change in bank customer deposits received in the amount of $475.2 million, proceeds from private placement of equity securities in the amount of $300.0 million, net repayment of securities repurchase agreement obligations in the amount of $233.4 million and proceeds from the issuance, net of repurchase, of debt securities in the amount of 210.0 million. During the three months ended June 30, 2026, cash flows from financing activities increased by $1,093.3 million compared to the three months ended June 30, 2025. This increase was primarily attributable to change in net repayment of securities repurchase agreement obligations, change in proceeds from private placement of equity securities, and net change in bank customer deposits.

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 proceeds from a series of $200 million bonds authorized by Freedom SPC on September 16, 2024 and issued during fiscal 2025, which were 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 June 30, 2026, such capital expenditure commitments amounted up to $113.1 million. See Note 24 "Commitments and Contingent Liabilities" to the condensed consolidated financial statements included in this quarterly report on Form 10-Q.

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 that is intended to become 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 June 30, 2026 amounted to $5 million. 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 the three months ended June 30, 2026. 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 common stock in the foreseeable future.

INDEBTEDNESS

Set forth below is a discussion of our short-term and long-term debt.

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 June 30, 2026, $1.3 billion, or 42%, of the trading securities held in our proprietary trading account were subject to securities

Table of Contents

repurchase obligations compared to $1.0 billion, or 44%, as of March 31, 2026. 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 10 "Securities Repurchase Agreement Obligations" to the condensed consolidated financial statements included in this quarterly report on Form 10-Q.

Long-term

On October 21, 2021, our subsidiary Freedom SPC issued U.S. dollar-denominated bonds due 2026, in an aggregate principal amount of $65 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 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 $200 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 $327.2 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% respectively (depending on the series) 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. The Freedom SPC bonds described above are guaranteed by FRHC and listed on the AIX. 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% annual interest, all of which were placed during the three months ended June 30, 2026. The Freedom SPC bonds described above are guaranteed by FRHC and listed on the AIX.

As of June 30, 2026, there was an aggregate of $1,470.7 million in principal amount of Freedom SPC bonds, outstanding.

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 $27.7 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 June 30, 2026, the outstanding aggregate amount under the loan was $11.4 million, including $11.4 million of principal amount and $13.6 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 five KZT-denominated loan agreements with JSC "Agrarian Credit Corporation": one entered into in December 2025 for a principal amount of $16.23 million at a fixed annual interest rate of 2.0%, with a maturity date of December 2040, one entered into in January 2026 for a principal amount of $13.68 million at a fixed annual interest rate of 1.5%, with a maturity date of March 2027, two entered in April 2026 for a total principal amount of $14.44 million at a fixed annual rate of 1.5%, both with maturity date of March 2027, and one entered in May 2026 for a principal amount of $2.46 million at a fixed annual interest rate of 1.5%, with a maturity date of March 2027. As of June 30, 2026, the outstanding aggregate principal amount under these loans was $46.80 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 June 30, 2026, the outstanding aggregate principal amount under these loans was $32.47 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 year ended March 31, 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

Table of Contents

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 with investors or otherwise issued. 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 ADEQUACY

A number of our subsidiaries (and, in certain instances, the Company 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. See Note 26 "Statutory Capital Requirements" to the condensed consolidated financial statements included in this quarterly report on Form 10-Q. 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 June 30, 2026, these minimum net capital and capital adequacy requirements for each company ranged from approximately $2,063 to $250,005 remaining subject to fluctuation depending on various factors. At June 30, 2026, the aggregate net capital and capital adequacy requirements of our subsidiaries was approximately $541,911. The Company and each of our subsidiaries that is subject to net capital or capital adequacy requirements exceeded the minimum required amount at June 30, 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 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

The Company adopted ASC 326 - Current Expected Credit Losses (CECL), effective April 1, 2023, and continues to apply this guidance in estimating and recognizing credit losses for our financial assets. Under ASC 326, management estimates and recognizes the CECL as an allowance for lifetime expected credit losses for loans issued.

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.

Table of Contents

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 our 2026 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 the condensed consolidated financial statements included in this quarterly report on Form 10-Q. As of June 30, 2026, we had goodwill of $53.0 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 Condensed 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.

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.

Table of Contents

RECENT ACCOUNTING PRONOUNCEMENTS

For details of applicable new accounting standards, see "Recent accounting pronouncements" in Note 2 "Summary of Significant Accounting Policies" in the notes to our condensed consolidated financial statements included in this quarterly report on Form 10-Q.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

The following information, together with information included in "Overview" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I Item 2, describes our primary market risk exposures. Market risk is the risk of economic loss arising from the adverse impact of market changes to the market value of our trading and investment positions. We are exposed to a variety of market risks, including, but not limited to, interest rate risk, foreign currency exchange risk and equity price risk.

Interest Rate Risk

Our exposure to changes in interest rates relates primarily to our investment portfolio and outstanding debt. While we are exposed to global interest rate fluctuations, we are most sensitive to fluctuations in interest rates in Kazakhstan. Changes in interest rates in Kazakhstan may have significant effect on the fair value of securities on our balance sheet.

Our investment policies and strategies are focused on preservation of capital and supporting our liquidity requirements. We typically invest in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. Our investment policies generally require securities to be investment grade and limit the amount of credit exposure to any one issuer with the exception of government and quasi-government entities. To provide a meaningful assessment of the interest rate risk associated with our investment portfolio, we performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of the investment portfolio assuming a 200 basis point and 50 basis point parallel shift in the yield curve for non USD/EUR and USD/EUR denominated securities.

Based on investment positions as of June 30, 2026 and March 31, 2026, a hypothetical 50 basis point (for USD, EUR denominated securities) and 200 basis point (for other currencies) increase in interest rates across all maturities would have resulted in $177.0 million and $104.0 million incremental decline in the fair market value of the trading portfolio and in $32.4 million and $20.7 million in incremental decline in the fair market value of the portfolio available-for-sale, respectively. A hypothetical 100 basis point decrease in interest rates across all maturities would have resulted in a $138.3 million and $96.1 million incremental increase in the fair market value of the trading portfolio and in $25.3 million and $19.0 million incremental increase in the fair market value of the portfolio available-for-sale, respectively. Such gains and losses would only be realized if we sold the investments prior to maturity.

Foreign Currency Exchange Risk

We have a presence in Kazakhstan, Cyprus, the United States, the United Kingdom, Armenia, the United Arab Emirates (UAE), Japan, Uzbekistan, Kyrgyzstan, Tajikistan, Azerbaijan, Türkiye, Bulgaria, Germany, Greece, Lithuania, The Netherlands, Portugal, Spain, Austria, France and Poland. The activities and accumulated earnings in our non-U.S. subsidiaries are exposed to fluctuations in foreign exchange rate between our functional currencies and our reporting currency, which is the U.S. dollar.

In accordance with our risk management policies, we manage foreign currency exchange risk on financial assets by holding or creating financial liabilities in the same currency, maturity and interest rate profile. This foreign exchange risk is calculated on a net foreign exchange basis for individual currencies. We may also enter into foreign currency forward, swap and option contracts with financial institutions to mitigate foreign currency exposures associated with certain existing assets and liabilities, firmly committed transactions and forecasted future cash flows.

As mentioned before, our main market is Kazakhstan. Because Kazakhstan's economy is highly dependent on oil exports, any significant decrease in oil prices lead to a devaluation of local currency, which in recent history has lost up to 17% quarterly (during the COVID-19 outbreak) of its value relative to the U.S. dollar. In addition to its dependence on oil, the Kazakhstani economy is influenced by the economic conditions in Russia due to historically strong trade ties, which manifests in a correlation between the exchange rate of the local currency to the US dollar and that of the Russian ruble to the U.S. dollar.

Table of Contents

As of June 30, 2026 and March 31, 2026, based on our analyses, we estimate that a 10% decrease in the value of all currencies compared to the U.S. dollar would result in the following:

•A total loss of $95.4 million as of June 30, 2026 and $92.7 million as of March 31, 2026.

•A loss of $212.5 million on trading securities as of June 30, 2026 and $150.3 million as of March 31, 2026.

•A gain of $117.0 million, excluding trading securities, as of June 30, 2026 and a gain of $57.6 million as of March 31, 2026.

Equity Price Risk

Our equity investments are susceptible to market price risk arising from uncertainties about future values of such investment securities. Equity price risk results from fluctuations in price and level of the equity securities or instruments we hold. We also have equity investments in entities where the investment is denominated in a foreign currency, or where the investment is denominated in U.S. dollars but the investee primarily makes investments in foreign currencies. The fair values of these investments are subject to change as the spot foreign exchange rate between these currencies and our functional currency fluctuates. We attempt to manage the risk of loss inherent in our equity securities portfolio through diversification and by placing limits on individual and total equity instruments we hold. Reports on our equity portfolio are submitted to our management on a regular basis.

As of June 30, 2026, and March 31, 2026, our exposure to equity investments at fair value was $186.3 million and $174.6 million, respectively. Based on an analysis of the June 30, 2026, and March 31, 2026 (not including assets held for sale) balance sheets, we estimate that a decrease of 10% in the equity price would have reduced the value of the equity securities or instruments we held by approximately $18.6 million and $17.5 million, respectively.

Credit Risk

Credit risk refers to the risk of loss arising when a borrower or counterparty does not meet its financial obligations to us. We are primarily exposed to credit risk from institutions and individuals through the brokerage and banking services we offer. We incur credit risk in a number of areas, including margin lending and loans issued.

Margin lending receivables risk

We extend margin loans to our customers. Margin lending is subject to various regulatory requirements of MiFID, Central Bank of Armenia and the AFSA. Margin loans are collateralized by cash and securities in the customers' accounts. The risks associated with margin lending increase during periods of fast market movements, or in cases where collateral is concentrated and market movements occur. During such times, customers who utilize margin loans and who have collateralized their obligations with securities may find that the securities have a rapidly depreciating value and may not be sufficient to cover their obligations in the event of a liquidation. We are also exposed to credit risk when our customers execute transactions, such as short sales of equities that can expose them to risk beyond their invested capital.

We expect this kind of exposure to increase with the growth of our overall business. Because we indemnify and hold harmless our clearing houses and counterparties from certain liabilities or claims, the use of margin loans and short sales may expose us to significant off-balance-sheet risk in the event that collateral requirements are not sufficient to fully cover losses that customers may incur and those customers fail to satisfy their obligations. As of June 30, 2026, we had $3,939,843 in margin lending receivables from our customers, $2,982,821 of which was attributable to three non-related party customers. The amount of risk to which we are exposed from the margin lending we extend to our customers and from short sale transactions by our customers is unlimited and not quantifiable as the risk is dependent upon analysis of a potential significant and undeterminable increase or fall in stock prices. As a matter of practice, we enforce real-time margin compliance monitoring and liquidate customers' positions if their equity falls below required margin requirements.

We have a comprehensive policy implemented in accordance with regulatory standards to assess and monitor the suitability of investors to engage in various trading activities. To mitigate our risk, we also monitor customer accounts to detect excessive concentration, large orders or positions, patterns of day trading and other activities that indicate increased risk to us.

Our credit exposure is substantially mitigated through our policy of closing positions for accounts identified as under-margined based on the automatic evaluation of each account throughout the trading day. In situations where no liquid market exists for the relevant securities or commodities, liquidation for certain accounts is performed following a corresponding analysis. We regularly monitor and evaluate our risk management policies, including the implementation of

Table of Contents

policies and procedures to enhance the detection and prevention of potential events aimed at minimizing margin loan losses.

Operational Risk

Operational risk generally refers to the risk of loss, or damage to our reputation, resulting from inadequate or failed operations or external events, including, but not limited to, business disruptions, improper or unauthorized execution and processing of transactions, deficiencies in our technology or financial operating systems.

For a description of related risks, see the information under the headings "Risks Related to our Business and Operations" in "Risk Factors" in Part I Item 1A of the 2026 Form 10-K.

To mitigate and control operational risk, we have developed and continue to enhance policies and procedures that are designed to identify and manage operational risk at appropriate levels throughout the organization and within such departments. We also have business continuity plans in place that we believe will cover critical processes on a company-wide basis, and redundancies are built into our systems as we have deemed appropriate. These control mechanisms attempt to ensure that operational policies and procedures are being followed and that our various businesses are operating within established corporate policies and limits.

Cybersecurity Risk

Cybersecurity risk refers to the risk of loss, or damage to our reputation, resulting from inadequacies or breaches in our control processes, including IT, information security, data protection and AI incidents, that could lead to penetration, disruption, integrity violation or misuse of our information systems and data.

For a description of these risks, see "Risks Related to Information Technology and Cybersecurity" in "Risk Factors" in Part I Item 1A of the 2026 Form 10-K.

For cybersecurity risk management and governance practices see "Cybersecurity" in Part I Item 1C of the 2026 Form 10-K.

Legal and Compliance Risk

We operate in a number of jurisdictions, each with its own legal and regulatory structure that is unique and different from the other. Legal and regulatory risk includes the risk of non-compliance with applicable legal and regulatory requirements and damage to our reputation as a result of failure to comply with laws, regulations, rules, related self-regulatory organization standards and codes of conduct applicable to our business activities. Legal and compliance risk includes compliance with AML, counter terrorist financing, anti-corruption and sanctions rules and regulations. It also includes contractual and commercial risk, such as the risk that a counterparty's performance obligations will be unenforceable.

We are subject to regulation from numerous regulators, which include the NBK, the AFSA, the ARDFM, CySEC and the SEC. From time to time, we are, have been, and in the future may be, subject to investigations, audits, inspections and subpoenas, as well as regulatory proceedings and fines and penalties brought by regulators. We could experience negative publicity and reputational damage as a result of the foregoing, as well as lawsuits, claims or regulatory actions. The legal costs associated with responding to the regulatory investigations can be substantial, regardless of the outcome. We have received, and are likely to continue to receive, various inquiries and formal requests for information on various matters from certain regulators, with which we have cooperated and will continue to do so. Since 2021, the Company and certain of our officers and directors have received several document subpoenas, document requests and subpoenas and requests for testimony from the SEC’s Division of Enforcement. In the context of certain of those requests, on March 11, 2026, the Company and the Company's controlling shareholder, chairman and chief executive officer, Timur Turlov, received a Wells Notice from the SEC staff in connection with the SEC investigation. For additional information about the SEC investigation and its potential outcome, see Note 24 "Commitments and Contingent Liabilities" to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q. Any of the foregoing could, individually or in the aggregate, materially adversely affect, our reputation, business, financial condition, results of operations, prospects, and cash flows.

We have established and continue to enhance procedures designed to ensure compliance with applicable statutory and regulatory requirements, such as public company reporting obligations, regulatory net capital and capital adequacy requirements, sales and trading practices, potential conflicts of interest, anti-money laundering, privacy, sanctions and

Table of Contents

recordkeeping. The legal and regulatory focus on the financial services industry presents a continuing business challenge for us.

Our business also subjects us to the complex income tax laws of the jurisdictions in which we operate, and these tax laws may be subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. We must make judgments and interpretations about the application of these inherently complex tax laws when determining the provision for income taxes.

Geopolitical Risk

Geopolitical conflicts, such as the ongoing Russia-Ukraine war, war involving Iran and escalating tensions in the Middle East and other regions, have contributed to increased volatility and uncertainty in global financial markets. Such conflicts frequently result in sanctions, trade restrictions, and countermeasures between countries, leading to disruptions in international trade flows, financial transactions, and economic activities. These developments may trigger shortages or price increases for critical commodities, energy resources, and transportation services, amplifying inflationary pressures and influencing central banks' interest-rate policies worldwide. Furthermore, heightened geopolitical tensions increase the risks associated with cybersecurity threats, operational disruption, supply chain disruptions, payment delays, and failures to settle financial transactions. The extent, severity, and duration of these conflicts, sanctions, and associated market disruptions remain uncertain, making it challenging to accurately predict their potential impact on our business, liquidity, financial condition, and results of operations.

Effects of Inflation

Because our assets are primarily short-term and liquid in nature, they are generally not significantly impacted by inflation. The rate of inflation does, however, affect our expenses, including employee compensation, communications and information processing and office leasing costs, which may not be readily recoverable from our customers. To the extent inflation result in rising interest rates and has adverse impacts upon securities markets, it may adversely affect our results of operations and financial condition.

Table of Contents

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2026 our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the three months ended on June 30, 2026, there was no change in internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information required to be set forth under this heading is incorporated by reference from Note 24 "Commitments and Contingent Liabilities" to the interim condensed consolidated financial statements included in Part I, Item 1 and disclosure included in "Legal and Compliance Risk" in "Qualitative and Quantitative Disclosures about Market Risk" in Part I Item 3 of this quarterly report on Form 10-Q.

ITEM 1A. RISK FACTORS

As of June 30, 2026, there have been no material changes from the risk factors previously disclosed in response to Item 1A of Part I of our 2026 Form 10-K.

ITEM 5. OTHER INFORMATION

During the period covered by this quarterly report, none of the Company's directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Exchange Act).

Table of Contents

ITEM 6. EXHIBITS

The following exhibits are filed or furnished, as applicable:


Exhibit No.						Exhibit Description
10.01						Employment Agreement No. 24-01 dated March 7, 2024 between Freedom Holding Operations LLP and Valeriy Kim*†
10.02						Supplementary Agreement dated J anuary 21 , 202 6 to an Agreement with Member of the Board of Directors dated July 24, 2020 (effective July 1, 2020 ) between Freedom Finance Global PLC and Askar Tashtitov*†
10.03						Freedom Holding Corp. Secretary's Certificate dated Ma y 29 , 2026 regarding remuneration of Ser ge y Lukyanov as the Chairman of the Board of Directors of Freedom Finance Global PLC*
10.04						Supplementary Agreement dated May 25 , 202 6 to an Employment Agreement No. 20-13 dated February 3, 2020 between Freedom Finance Joint Stock Company and Sergey Lukyanov*†
10.05						Employment Agreement No. 2 5 -376 dated July 1, 2025 between Freedom Holding Operations LLP and Marat Sho tbayev*†
10.06						Employment Agreement dated October 7, 2025 between Freedom Auto LLP and Marat Shotbayev*†
10.07						Employment Agreement No. 24-161 dated September 16, 2024 between Freedom Holding Operations LLP and Alexey Lee*†
10.08						Employment Agreement No. 24-161 dated June 22, 2026 between Freedom US Markets LLC and Alexey Lee*
10.09						Restricted Stock Award Agreement dated April 8, 2025 between Freedom Holding Corp. and Azamat Yerdessov*
10.10						Restricted Stock Award Agreement dated May 29, 2026 between Freedom Holding Corp. and Azamat Yerdessov*
10.11						Restricted Stock Award Agreement dated May 29, 202 5 between Freedom Holding Corp. and Alexey Le e*
10.12						A mendment dated January 19, 2026 to the Restricted Stock Award Agreement dated May 29, 2025 between Freedom Holding Corp. and Alexey Lee*
10.13						Second Amendment dated J uly 16 , 2026 to the Restricted Stock Award Agreement dated May 29, 2025 between Freedom Holding Corp. and Alexey Lee*
10.14						Restricted Stock Award Agreement dated June 11, 2026 between Freedom Holding Corp. and Andrew Gamble*
10.15						Restricted Stock Award Agreement dated June 11, 2026 between Freedom Holding Corp. and Amber Williams*
10.16						Restricted Stock Award Agreement dated June 11, 2026 between Freedom Holding Corp. and Philippe Vogeleer*
10.17						Restricted Stock Award Agreement dated June 11, 2026 between Freedom Holding Corp. and Boris Cherdabayev*
31.01						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.02						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.01						Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101						The following Freedom Holding Corp. financial information for the periods ended June 30, 2026, formatted in inline XBRL (eXtensive Business Reporting Language): (i) the Cover Page; (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Operations and Statements of Other Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements.*
104						Cover page formatted in inline XBRL (included in Exhibit 101).*

*Filed herewith.

† Certain portions of these documents have been redacted in accordance with Item 601(a)(6) of Regulation S-K.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.


			FREEDOM HOLDING CORP.

Date: August 10, 2026			/s/ Timur Turlov
			Timur Turlov Chief Executive Officer

Date: August 10, 2026			/s/ Valeriy Kim
			Valeriy Kim Chief Financial Officer