Form 8-K

8-K — Freedom Holding Corp.

Accession: 0000924805-26-000020

Filed: 2026-06-29

Period: 2026-06-29

CIK: 0000924805

SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Documents

8-K — frhc-20260629.htm (Primary)

EX-99.1 (ex991pressreleasedatedjune.htm)

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8-K

8-K (Primary)

Filename: frhc-20260629.htm · Sequence: 1

frhc-20260629

40 Wall Street, 58th Floor, New York, NY10005(212)9804400NasdaqFalse000092480500009248052022-09-132022-09-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2026

FREEDOM HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada 001-33034 30-0233726

(State or other jurisdiction of incorporation)

Commission

File Number)

(IRS Employer

Identification No.)

40 Wall Street, 58th Floor, New York, NY

(Address of principal executive offices)

10005

(Zip code)

(212) 980 4400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicated 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. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 25, 2026, Evgeny Ler resigned from his position as Chief Financial Officer of Freedom Holding Corp. (the "Company"), effective the same date. Mr. Ler is expected to serve as a special advisor to the Company's Chief Executive Officer Timur Turlov, focusing on financing and M&A activities.

On June 25, 2026, the Company appointed Valeriy Kim, 37, as its Chief Financial Officer, effective immediately.

Mr. Kim has served as Vice President of Finance of the Company and Chief Executive Officer of Freedom Holding Operations LLP, a subsidiary of the Company, since 2024. From 2020 to 2024, he served as Chief Financial Officer of Freedom Finance Global PLC, also a subsidiary of the Company.

Mr. Kim has no family relationships with any of the Company's directors or executive officers. There are no arrangements or understandings between the newly appointed CFO and any other person pursuant to which Mr. Kim was appointed as CFO. There are no related party transactions between the Company and the newly appointed CFO that would require disclosure under Item 404(a) of Regulation S-K.

Following the recommendation of the Company's Compensation Committee, the Company's Board of Directors authorized and approved the following compensatory arrangements for Mr. Kim in his capacity as the Company's Chief Financial Officer:

Mr. Kim will be entitled to an annual base salary of $1,132,692 and an annual cash bonus of $1,000,000. The payment of the bonus will be based on the Company's existing compensation program terms and objectives. In addition, Mr. Kim's compensation package includes an annual award of 15,000 shares of the Company's common stock with an estimated grant value of $2,155,500, based on the latest market transaction price available as of the date of the Board's resolution.

On June 29, 2026, the Company published a press release announcing the appointment of Mr. Kim as CFO. A copy of the press release is included herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1

Press release dated June 29, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FREEDOM HOLDING CORP.

Date: June 29, 2026

By: /s/ Assel Mussina

Assel Mussina

Corporate Secretary

EX-99.1

Filename: ex991pressreleasedatedjune.htm · Sequence: 2

Document

FREEDOM HOLDING CORP. NAMES VALERIY KIM

CHIEF FINANCIAL OFFICER

ALMATY, KAZAKHSTAN AND NEW YORK, NY (June 29, 2026) – Freedom Holding Corp. (Nasdaq: FRHC) today announced that Valeriy Kim, most recently Vice President of Finance of Freedom Holding Corp. and Chief Executive Officer at Freedom Holding Operations LLP, a Freedom Holding Corp. subsidiary, has been appointed as Chief Financial Officer of Freedom Holding Corp.

Mr. Kim succeeds Evgeny Ler, who has served as the company's CFO since 2015. Mr. Ler is expected to serve as a special advisor to Freedom Holding Corp. Chief Executive Officer Timur Turlov, focusing on financing and M&A activities.

"As Freedom continues to explore innovative financing opportunities and pursue strategic acquisitions, Evgeny's experience will be a significant asset to the company and to me personally," said Timur Turlov, Freedom's Chief Executive Officer. "Valeriy is the natural choice to step into this role. Having built and scaled our financial reporting, tax and planning functions from the ground up, he is uniquely positioned to lead our finance function as we continue our expansion in Kazakhstan, throughout Europe and other regions. This transition reflects both continuity and confidence in our team."

Mr. Kim, 37, served as Chief Financial Officer of Freedom Finance Global PLC, also a company subsidiary, from 2020-24.

Both Messrs. Ler and Kim began their careers at Deloitte before joining Freedom Holding Corp.

Cautionary Note Regarding Forward-Looking Statements

This release, and any related statements, contains "forward-looking" statements within the meaning of Section 21E of the United States Securities Exchange Act of 1934. All forward-looking statements are subject to uncertainty and changes in circumstances. In some cases, forward-looking statements can be identified by terminology such as "expect," "new," "plan," "strategy," "mission," "seek," "pursue," "continue," and "will," or the negative of such terms or other comparable terminology and include statements relating to our financing opportunities, acquisitions, potential service and experience of our officers, our expansion plans, and other non-historical statements. Forward-looking statements are not guarantees of future results or performance and involve risks, assumptions, and uncertainties that could cause actual events or results to differ materially from the events or results described in, or anticipated by, the forward-looking statements. Factors that could materially affect such forward-looking statements include economic, business, and regulatory risks and other factors including those identified under "Risk Factors" and elsewhere in the company's periodic and current reports filed with the U.S. Securities and Exchange Commission. All forward-looking statements are made only as of the date of this release, and the company assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements.

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