SCHEDULE: Kaspi.kz Boosts D-MARKET Stake to 72.57%

Joint Stock Company Kaspi.kz has increased its beneficial ownership in D-MARKET Electronic Services & Trading to 72.57% through a recent share purchase.

Summary

• Joint Stock Company Kaspi.kz (the "Reporting Person") filed Amendment No. 4 to its Schedule 13D regarding its ownership in D-MARKET Electronic Services & Trading (the "Issuer").
• On December 3, 2025, the Reporting Person agreed to purchase an aggregate of 9,983,669 Ordinary Shares (represented by ADSs) of the Issuer.
• The shares were acquired from two unrelated counterparties at a purchase price of $2.95 per share.
• The total aggregate purchase price for this transaction was $29,451,823.55.
• The source of funding for these purchases was the working capital of the Reporting Person.
• Following this acquisition, the Reporting Person beneficially owns 233,229,889 Ordinary Shares of the Issuer.
• This beneficial ownership represents 72.57% of the total outstanding Ordinary Shares of the Issuer.
• The percentage ownership is based on 321,382,906 Ordinary Shares as reported on the Issuer's Form 20-F filed on April 30, 2025.

Sentiment

Score: 8

Explanation: The significant increase in beneficial ownership by a strategic investor, funded by working capital, indicates strong confidence and a positive outlook for the investment. This suggests a strategic move to consolidate control or deepen integration, which is generally viewed favorably for the acquiring entity and potentially for the acquired entity's stability.

Positives

• Kaspi.kz's increased stake to 72.57% demonstrates strong confidence in D-MARKET Electronic Services & Trading's future prospects.
• The acquisition was funded using Kaspi.kz's working capital, indicating financial strength and efficient capital allocation without external financing.
• The transaction consolidates Kaspi.kz's strategic position and influence over D-MARKET, potentially leading to greater operational synergies or strategic alignment.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance beyond the completion of the described share acquisition.

Management Comments

• Kaspi.kz's management, through the action of increasing its stake, signals a continued strategic commitment to D-MARKET Electronic Services & Trading.

Industry Context

This acquisition further solidifies Kaspi.kz's significant position in D-MARKET Electronic Services & Trading, a prominent e-commerce platform in Turkey. Kaspi.kz, a leading fintech and e-commerce player in Kazakhstan, is expanding its influence in the broader regional digital market, potentially leveraging D-MARKET's established presence and operational capabilities in Turkey.

Stakeholder Impact

• Shareholders of Kaspi.kz may view this as a strategic investment that enhances the company's market position and potential for future growth through increased control over D-MARKET.
• Shareholders of D-MARKET Electronic Services & Trading will observe a further consolidation of ownership by Kaspi.kz, which could lead to changes in strategic direction or operational integration, potentially impacting future valuation or liquidity.

Key Dates

Keywords

Kaspi.kz, D-MARKET Electronic Services & Trading, HEPS, Schedule 13D, beneficial ownership, share acquisition, e-commerce, Kazakhstan, Turkey, Nasdaq