Freedom Holding (FRHC) FY2026 10-K Risk Factors: 9 New, 8 Dropped

What the changes say

Proposed Kazakhstan AI data center could require approximately $2 billion and remains unapproved, unscoped and subject to partner terms.
Funding, asset-sale and interest-rate risks are newly emphasized as Kazakhstan’s NBK rate reached 18% in March 2026.
Sanctions exposure broadened through OFAC inquiries, Russian customers, Iran conflict and possible secondary sanctions.
Growth remains acquisition-led but increasingly spans telecom, media and data infrastructure, while Kazakhstan supplies 84% of revenue.

What changed since the prior 10-K

New

NewRisks Related to our Business and Operations
may possess undiscovered IT security flaws, inadequate data protection practices, or legacy IT issues that, if not properly assessed and ring-fenced prior to network integration, could compromise our broader infrastructure
Acquisition integration may expose Freedom Holding to cybersecurity, data protection, AI incidents, legacy IT flaws, liabilities, disputes and related-party transaction risks.
NewRisks Related to our Business and Operations
Our investments in AI data center infrastructure utilizing advanced GPUs, including those supplied by NVIDIA Corporation, may not be successful and could materially adversely affect our business, financial condition, and results of operations
A proposed Kazakhstan AI data center using advanced NVIDIA GPUs could require approximately $2 billion and may never receive approvals, financing or definitive partner agreements.
NewRisks Related to our Business and Operations
Any difficulty in obtaining the required capital may prevent us from being able to execute our plans and strategy, at all or with considerable delay. In addition, any other business we may acquire or in which we may make an investment may require additional financing and may seek to raise debt or equity financing
Funding acquisitions and investments may require equity, debt, subsidiary distributions, asset sales or guarantees, causing dilution, higher costs and restrictive covenants.
NewRisks Related to our Business and Operations
We may also seek to sell assets to fund our investments or meet our obligations, and our ability to sell assets may be limited. Any such asset sales may not be at attractive prices, particularly if such sales must be made quickly
Urgent asset sales may be unavailable or occur at unattractive prices, especially during market volatility or Kazakhstan and global economic stress.
NewRisks Related to our Business and Operations
Our financial results are impacted by changes in interest rates
Interest-rate changes affect earnings, asset values and funding costs; Kazakhstan’s NBK base rate reached 18% in March 2026.
NewRisks Related to the Global Political, Regulatory and Economic Environment
Our business and operations may be materially adversely affected by the ongoing Russia-Ukraine conflict, the war involving Iran and corresponding political and economic instability in the Middle East
The Iran conflict and Middle East instability add geopolitical risk alongside Russia-Ukraine exposure, including possible secondary sanctions affecting Kazakhstan’s financial sector.
NewRisks Related to the Global Political, Regulatory and Economic Environment
We have received inquiries from OFAC regarding transactions involving sanctioned individuals, including the use of certain clearing arrangements. We have responded to these inquiries and continue to cooperate with OFAC
OFAC has questioned transactions involving sanctioned individuals and clearing arrangements, while changing sanctions create ongoing compliance and operational-error risks.
NewRisks Related to Legal and Regulatory Matters
business lines and may restrict our ability to centralize data processing, use shared services, rely on regional or global cloud infrastructure, or transfer data among affiliates, counterparties and third-party service providers
Data-localization and related regulations may prevent centralized processing, shared services, regional or global cloud use, and transfers among affiliates and providers.
NewRisks Related to Information Technology and Cybersecurity
Country-by-country reporting obligations may also apply to large multinational enterprise groups that exceed applicable revenue thresholds. As our applicable threshold was reached in fiscal 2024, we filed the relevant country-by-country report in the United States with our tax return
Country-by-country reporting now applies after Freedom Holding reached the relevant fiscal 2024 threshold, increasing exposure to transfer-pricing reviews, penalties and double taxation.

Dropped

DroppedRisks Related to our Business and Operations
that businesses acquired will perform in accordance with our expectations or that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove to be correct
DroppedRisks Related to our Business and Operations
tifiable, as the risk is dependent upon analysis of a potential significant and undeterminable increase or fall in stock prices
DroppedRisks Related to our Business and Operations
The sale of additional equity securities could result in dilution to our stockholders and adversely impact the price of our stock, and additional indebtedness would result in increased debt service costs and obligations and could impose operating and financial covenants that would further restrict our operations
DroppedRisks Related to our Business and Operations
Our financial results depend on interest rate volatility
Covered uncertainty that acquired businesses would perform as expected and that acquisition judgments would prove correct.
DroppedRisks Related to the Global Political, Regulatory and Economic Environment
Our business and operations may be materially adversely affected by the ongoing Russia-Ukraine conflict
DroppedRisks Related to the Global Political, Regulatory and Economic Environment
Changes in U.S. or other countries trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operations
DroppedRisks Related to Legal and Regulatory Matters
As we introduce new products and services and expand existing product and service offerings we may become subject to additional regulations, restrictions, licensing requirements, reporting and related regulatory oversight
DroppedRisks Related to Information Technology and Cybersecurity
jurisdictions, significantly reforms international tax rules to ensure multinational enterprises ("MNEs") pay a fair minimum level of tax in each jurisdiction where they operate

Reworded

100% rewrittenRisks Related to Information Technology and Cybersecurity
Transfer pricing legislation in certain jurisdictions where we operate may require pricing adjustments and impose additional tax liabilities
Recasts the risk from possible audits and taxpayer proof burdens to arm’s-length pricing, three-tier documentation and benchmarking support.
98% rewrittenRisks Related to Information Technology and Cybersecurity
OECD Inclusive Framework agreement on Pillar Two may affect our business
Adds the EUR 750 million threshold, 15% jurisdictional minimum rate, IIR, UTPR and QDMTT mechanisms, plus January 2026 SbS relief.
Was: OECD's Inclusive Framework's agreement on Pillar-Two solutions impacts our business
95% rewrittenRisks Related to Information Technology and Cybersecurity
Frequent tax law changes in regions where we conduct operations could adversely affect our business and the value of investments
Adds Kazakhstan’s July 2025 Tax Code and emphasizes changing tax positions, compliance burdens, effective tax rates and cash flows.
88% rewrittenRisks Related to our Business and Operations
We anticipate that acquisitions will continue to play a key role in our growth strategy, but we may be unable to identify, acquire, complete or integrate acquisition targets successfully
Adds that acquired businesses may underperform and acquisition judgments may be wrong, while expanding the strategy to Freedom’s digital ecosystem.
77% rewrittenRisks Related to our Business and Operations
Our relatively limited operational history and our historical growth trends may not be predictive of future operating results
Updates revenue figures through fiscal 2026 and now warns growth may slow, stop or become negative.
Was: Our relatively limited operational history has coincided with sustained market growth, which may not be predictive of future operating results
74% rewrittenRisks Related to our Business and Operations
We expect to incur losses in our new telecommunications and media businesses
Reports Freedom Media losses in 2025, projects losses in 2026 and retains projected profitability beginning in 2027.
Was: We plan to incur losses in our new telecommunications and media businesses
65% rewrittenRisks Related to the Global Political, Regulatory and Economic Environment
The economies of Kazakhstan and other countries in which we operate are vulnerable to external shocks and fluctuations in the global economy
Updates Kazakhstan’s revenue concentration from 85% to 84% and adds reduced oil production and supply-chain disruptions as vulnerabilities.
55% rewrittenRisks Related to our Business and Operations
We may not be able to manage our growth effectively
Updates growth metrics through March 2026: 858,000 brokerage accounts, 11,846 employees and $13.2 billion of assets.
52% rewrittenRisks Related to our Business and Operations
We have engaged in related party transactions and arrangements, in particular with companies controlled by our Chief Executive Officer Timur Turlov, and we expect to continue to do so from time to time going forward
47% rewrittenRisks Related to our Business and Operations
Our risk management framework may not be effective in mitigating risks and/or losses to us
45% rewrittenRisks Related to Our Corporate Structure and Internal Operations
If we or our controlling shareholder, Timur Turlov, sold, or there is a perception that we or Timur Turlov may sell, large amounts of shares of our common stock, this could cause the market price of our common shares to decline
Was: If our controlling shareholder, Timur Turlov, sold, or there is a perception that he may sell, large amounts of shares of our common stock, this could cause the market price of our common shares to decline
43% rewrittenRisks Related to Legal and Regulatory Matters
We are subject to risks related to litigation, arbitration and regulatory actions
Was: We are subject to risks related to potential litigation and arbitration
42% rewrittenRisks Related to Legal and Regulatory Matters
We are subject to extensive regulation, and the failure to comply with laws and regulations could subject us to monetary penalties or regulatory sanctions
Was: We are subject to extensive regulation, and the failure to comply with laws and regulations could subject us to monetary penalties or sanctions
37% rewrittenRisks Related to our Business and Operations
We could suffer significant losses from credit exposure
37% rewrittenRisks Related to our Business and Operations
Reductions in our credit ratings or an increase in our credit spreads could adversely affect our business, liquidity and cost of funding
37% rewrittenRisks Related to Information Technology and Cybersecurity
Uncertainties and ongoing changes in Kazakhstan's tax regime may have an adverse impact on our business
37% rewrittenRisks Related to our Business and Operations
Our revenues are concentrated in certain customers and products, which may materially adversely affect our business, financial condition, results of operations and cash flows
35% rewrittenRisks Related to Information Technology and Cybersecurity
Reliance on centralized infrastructure and cloud services increases our exposure to larger scale service disruptions and cyber-attacks
34% rewrittenRisks Related to Our Corporate Structure and Internal Operations
As a diversified holding company with few operations of its own, we are reliant on the operations of our subsidiaries to fund its holding company operations
Was: As a diversified holding company with few operations of its own, FRHC is reliant on the operations of our subsidiaries to fund its holding company operations
33% rewrittenRisks Related to Our Corporate Structure and Internal Operations
Civil liability may be difficult or impossible to enforce against us
31% rewrittenRisks Related to our Business and Operations
We may be unable to implement our digital fintech ecosystem strategy successfully
30% rewrittenRisks Related to Our Corporate Structure and Internal Operations
As a "controlled company" under Nasdaq rules, we qualify for exemptions from certain corporate governance requirements that may adversely affect our stock price
29% rewrittenRisks Related to our Business and Operations
Approximately 83%, 88% and 93% of our trading income in the fiscal years ended March 31, 2026, 2025 and 2024, respectively, was derived from interest income on Kazakhstan government or quasi-government debt securities
Was: Approximately 88%, 93% and 91% of our trading income in the fiscal years ended March 31, 2025, 2024 and 2023, respectively, was derived from interest income on Kazakhstan government or quasi-government debt securities
28% rewrittenRisks Related to our Business and Operations
We may need to raise additional capital, and we cannot be sure that additional financing will be available or available on attractive terms
26% rewrittenRisks Related to our Business and Operations
Risks related to our business relationships with third-party broker-dealers, clearing firms and market makers could result in reduced profitability, increased compliance costs, regulatory violations and negative publicity
26% rewrittenRisks Related to Information Technology and Cybersecurity
We interact with large volumes of sensitive data that expose us to data breaches and other cybersecurity risks and liabilities
25% rewrittenRisks Related to the Global Political, Regulatory and Economic Environment
We are committed to compliance with all applicable economic sanctions, including those related to the Russia-Ukraine conflict
25% rewrittenRisks Related to our Business and Operations
We are exposed to foreign currency fluctuation risks
24% rewrittenRisks Related to Ownership of Our Securities
Future offerings of securities which would rank senior to our common stock may adversely affect the market price of our common stock
23% rewrittenRisks Related to Ownership of Our Securities
The price of our common stock has fluctuated historically and may be volatile
23% rewrittenRisks Related to the Global Political, Regulatory and Economic Environment
Continuing inflation has driven up the cost of goods and services and may further increase our expenses, weaken our competitive position, or lower consumer spending power
20% rewrittenRisks Related to our Business and Operations
Extraordinary events beyond our control could negatively impact our business

All 73 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Business and Operations

01Our relatively limited operational history and our historical growth trends may not be predictive of future operating results77% rewritten
02We may not be able to manage our growth effectively55% rewritten
03We anticipate that acquisitions will continue to play a key role in our growth strategy, but we may be unable to identify, acquire, complete or integrate acquisition targets successfully88% rewritten
04may possess undiscovered IT security flaws, inadequate data protection practices, or legacy IT issues that, if not properly assessed and ring-fenced prior to network integration, could compromise our broader infrastructureNew
05We have engaged in related party transactions and arrangements, in particular with companies controlled by our Chief Executive Officer Timur Turlov, and we expect to continue to do so from time to time going forward52% rewritten
06We expect to incur losses in our new telecommunications and media businesses74% rewritten
07We may be unable to implement our digital fintech ecosystem strategy successfully31% rewritten
08Our investments in AI data center infrastructure utilizing advanced GPUs, including those supplied by NVIDIA Corporation, may not be successful and could materially adversely affect our business, financial condition, and results of operationsNew
09We could suffer significant losses from credit exposure37% rewritten
10Our revenues are concentrated in certain customers and products, which may materially adversely affect our business, financial condition, results of operations and cash flows37% rewritten
11Approximately 83%, 88% and 93% of our trading income in the fiscal years ended March 31, 2026, 2025 and 2024, respectively, was derived from interest income on Kazakhstan government or quasi-government debt securities29% rewritten
12Risks related to our business relationships with third-party broker-dealers, clearing firms and market makers could result in reduced profitability, increased compliance costs, regulatory violations and negative publicity26% rewritten
13We are subject to potential losses as a result of our clearing and execution activities
14A breakdown or interruption in our operational systems or processes may adversely affect our reputation, customers, business activities, operational outcomes, and financial stability
15Our ability to meet our obligations, and the cost of funds to do so, depend on our ability to access identified sources of liquidity at a reasonable cost
16We may need to raise additional capital, and we cannot be sure that additional financing will be available or available on attractive terms 28% rewritten
17Any difficulty in obtaining the required capital may prevent us from being able to execute our plans and strategy, at all or with considerable delay. In addition, any other business we may acquire or in which we may make an investment may require additional financing and may seek to raise debt or equity financingNew
18We may also seek to sell assets to fund our investments or meet our obligations, and our ability to sell assets may be limited. Any such asset sales may not be at attractive prices, particularly if such sales must be made quicklyNew
19Reductions in our credit ratings or an increase in our credit spreads could adversely affect our business, liquidity and cost of funding37% rewritten
20Our investments expose us to a significant risk of capital loss
21We may suffer significant loss from changes in the KASE's requirements related to the discount coefficients on the securities in securities repurchase transactions
22Our risk management framework may not be effective in mitigating risks and/or losses to us47% rewritten
23Our modeling and assumptions used in assessing risks in our business may differ materially from actual r esults
24In our insurance business, we may not be able to obtain reinsurance at required levels or prices, or otherwise collect on reinsurance, which could increase our exposure or limit our ability to write new policies
25We are dependent on our executive management team, particularly Timur Turlov, and our ability to hire and retain skilled personnel
26Extraordinary events beyond our control could negatively impact our business20% rewritten
27Our financial results are impacted by changes in interest ratesNew
28We are exposed to foreign currency fluctuation risks25% rewritten
29Damage to our reputation could harm our business
30We may fail to adequately obtain, maintain, enforce and protect our intellectual property and similar proprietary rights, which may harm our business and competitive position

Risks Related to the Global Political, Regulatory and Economic Environment

31Our business and operations may be materially adversely affected by the ongoing Russia-Ukraine conflict, the war involving Iran and corresponding political and economic instability in the Middle EastNew
32Sanctions imposed by Ukraine on our Chief Executive Officer and our former Ukrainian subsidiary could have a material adverse effect on us
33We are committed to compliance with all applicable economic sanctions, including those related to the Russia-Ukraine conflict25% rewritten
34We have received inquiries from OFAC regarding transactions involving sanctioned individuals, including the use of certain clearing arrangements. We have responded to these inquiries and continue to cooperate with OFACNew
35Emerging markets, such as many of the markets in which we operate, are subject to greater risks than more mature markets, including significant political, economic and legal risks
36The economies of Kazakhstan and other countries in which we operate are vulnerable to external shocks and fluctuations in the global economy65% rewritten
37Kazakhstan's economy is vulnerable to internal political and social unrest
38Continuing inflation has driven up the cost of goods and services and may further increase our expenses, weaken our competitive position, or lower consumer spending power23% rewritten

Risks Related to Legal and Regulatory Matters

39We are subject to extensive regulation, and the failure to comply with laws and regulations could subject us to monetary penalties or regulatory sanctions42% rewritten
40business lines and may restrict our ability to centralize data processing, use shared services, rely on regional or global cloud infrastructure, or transfer data among affiliates, counterparties and third-party service providersNew
41Financial services firms have been subject to increased regulatory scrutiny increasing the risk of financial liability and reputational harm resulting from adverse regulatory actions
42As a U.S. public company listed on Nasdaq we have substantial regulatory reporting obligations
43We are subject to risks related to anti-corruption laws in effect in the United States and the non-U.S. jurisdictions where we conduct business
44A failure by our subsidiaries or our company to meet capital adequacy and liquidity requirements could affect our business, financial condition, results of operations and cash flows
45The countries in which we operate have changing regulatory regimes, regulatory policies, and interpretations
46We are subject to the risk that our subsidiaries that are financial institutions could be used as vehicles for money laundering
47If we violate securities laws, or are involved in litigation in connection with a violation, our reputation and results of operations may be adversely affected
48We are subject to risks related to litigation, arbitration and regulatory actions43% rewritten

Risks Related to Information Technology and Cybersecurity

49Our operations are highly dependent on the continued and proper functioning of our information technology systems and infrastructure
50Our brokerage, financial services and banking businesses are highly dependent on processing, on a daily basis, a large number of communications and increasingly complex transactions across diverse markets, in various languages
51We interact with large volumes of sensitive data that expose us to data breaches and other cybersecurity risks and liabilities26% rewritten
52The infrastructure on which our IT systems depend is subject to events that could interrupt our ability to operate
53Failure or compromise of third-party systems operations or security could adversely affect our business and expose us to data breaches and cyber-attacks
54To remain competitive, we must keep pace with rapid technological change
55Other businesses we currently operate, or that we will establish or acquire in the future pursuant to our digital fintech ecosystem strategy, are also subject to rapid technological change
56Incorporating AI technologies into some of our products and processes may present business, compliance, and reputational risks
57Reliance on centralized infrastructure and cloud services increases our exposure to larger scale service disruptions and cyber-attacks35% rewritten
58Global anti-offshore measures could adversely impact our business
59OECD Inclusive Framework agreement on Pillar Two may affect our business98% rewritten
60Frequent tax law changes in regions where we conduct operations could adversely affect our business and the value of investments 95% rewritten
61Transfer pricing legislation in certain jurisdictions where we operate may require pricing adjustments and impose additional tax liabilities100% rewritten
62Country-by-country reporting obligations may also apply to large multinational enterprise groups that exceed applicable revenue thresholds. As our applicable threshold was reached in fiscal 2024, we filed the relevant country-by-country report in the United States with our tax returnNew
63Uncertainties and ongoing changes in Kazakhstan's tax regime may have an adverse impact on our business37% rewritten

Risks Related to Our Corporate Structure and Internal Operations

64As a diversified holding company with few operations of its own, we are reliant on the operations of our subsidiaries to fund its holding company operations34% rewritten
65As a "controlled company" under Nasdaq rules, we qualify for exemptions from certain corporate governance requirements that may adversely affect our stock price30% rewritten
66The interests of our controlling shareholder may conflict with those of other shareholders
67If we or our controlling shareholder, Timur Turlov, sold, or there is a perception that we or Timur Turlov may sell, large amounts of shares of our common stock, this could cause the market price of our common shares to decline45% rewritten
68Civil liability may be difficult or impossible to enforce against us33% rewritten
69We have identified material weaknesses in our internal control over financial reporting in the past, and we may identify material weaknesses in the future or fail to establish and maintain effective internal control over financial reporting, which could have a material adverse effect on our business and stock price
70A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis

Risks Related to Ownership of Our Securities

71The price of our common stock has fluctuated historically and may be volatile23% rewritten
72Future offerings of securities which would rank senior to our common stock may adversely affect the market price of our common stock24% rewritten
73We do not intend to pay dividends on our common stock for the foreseeable future and, consequently, our stockholders' ability to achieve a return on their investment will depend on appreciation in the price of our common stock

Other Freedom Holding 10-Ks

FY2025 10-K risk factors
72 risks
Rapid retail customer and employee growth strains infrastructure and operational risk management. Extensive reliance on Kazakhstan economic conditions, government debt securities, and related-party transactions with CEO Timur Turlov. Broad exposure to geopolitical tensions, international sanctions, and complex multi-jurisdictional financial regulations.
Filed Jun 13, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.