SCHEDULE: Kaspi.kz Boosts D-MARKET Stake to 85.17% for $97M

Kaspi.kz has increased its beneficial ownership in D-MARKET Electronic Services & Trading to 85.17% through a $97 million share purchase.

Summary

• Joint Stock Company Kaspi.kz (the "Reporting Person") has filed Amendment No. 6 to its Schedule 13D, detailing an additional acquisition of shares in D-MARKET Electronic Services & Trading (the "Issuer").
• On January 5, 2026, Kaspi.kz entered into a stock purchase agreement with TurkCommerce B.V. to acquire 32,885,686 Ordinary Shares.
• The aggregate purchase price for these shares is USD 97,012,773.70.
• The closing of this transaction is expected on January 9, 2026, subject to certain conditions.
• The acquisition is funded by Kaspi.kz's working capital.
• Following this transaction, Kaspi.kz will beneficially own 304,238,587 Ordinary Shares, representing 85.17% of D-MARKET's total outstanding Ordinary Shares.
• The stated purpose of Kaspi.kz's transactions in D-MARKET's securities is to achieve a controlling interest in the Issuer.

Sentiment

Score: 7

Explanation: The filing indicates a strong, strategic move by Kaspi.kz to solidify its controlling interest in D-MARKET, suggesting confidence in the Issuer's future. While not directly reporting financial performance, the increased stake and significant investment are positive for the Reporting Person's strategic goals.

Positives

• Kaspi.kz is solidifying its controlling interest in D-MARKET Electronic Services & Trading, increasing its stake to 85.17%.
• The acquisition demonstrates a continued strategic investment by Kaspi.kz in D-MARKET.
• The purchase is funded by Kaspi.kz's working capital, indicating financial capacity for the acquisition.

Risks

• The Reporting Person re-examines its investment on a continuing basis and may consider various actions, including those described in subparagraphs (a)-(j) of Item 4 of Schedule 13D, which typically cover potential changes in management, corporate structure, or business operations. This implies ongoing evaluation and potential future strategic shifts for the Issuer.

Future Outlook

The Reporting Person intends to maintain a controlling interest in the Issuer and will continuously re-examine its investment. Future actions may include considering or developing plans related to the Issuer's business, prospects, strategic alternatives, and other factors, potentially leading to actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Management Comments

• "The purpose of the Reporting Person's transactions in the Issuer's securities, including the transaction reported in this Amendment No. 6, is to have a controlling interest in the Issuer."
• "The Reporting Person re-examines its investment in the Issuer on a continuing basis."

Industry Context

This transaction further consolidates ownership in D-MARKET Electronic Services & Trading, a company operating in the e-commerce sector. Kaspi.kz, a prominent fintech and e-commerce player from Kazakhstan, is strengthening its position in the Turkish market through this increased stake, indicating a strategic focus on expanding its regional influence or integrating D-MARKET more deeply into its ecosystem.

Stakeholder Impact

• Shareholders of D-MARKET: Minority shareholders will see Kaspi.kz's control increase significantly to 85.17%, potentially leading to greater strategic alignment with Kaspi.kz's objectives and potentially future delisting or squeeze-out scenarios.
• Management of D-MARKET: Increased control by Kaspi.kz could lead to greater influence over strategic decisions and operational management.
• Employees of D-MARKET: Potential for integration or strategic shifts driven by the new majority owner.

Next Steps

• Closing of the stock purchase agreement on January 9, 2026.
• Ongoing re-examination of the investment in D-MARKET by Kaspi.kz.
• Potential consideration or formulation of plans regarding D-MARKET's business, prospects, and strategic alternatives by Kaspi.kz.

Key Dates

Recommendation

This filing indicates a significant consolidation of ownership by Kaspi.kz, solidifying its controlling interest in D-MARKET. While this is a strong strategic move for Kaspi.kz, it primarily reflects an internal corporate action rather than new operational performance data for D-MARKET. For existing D-MARKET shareholders, the increased control by Kaspi.kz to 85.17% suggests a clear strategic direction and potential for future integration or delisting, which could impact liquidity and valuation. Without further operational or financial updates from D-MARKET, a "hold" recommendation is appropriate, awaiting more details on Kaspi.kz's plans for the company and its impact on D-MARKET's standalone performance and market position.

Keywords

Kaspi.kz, D-MARKET, HEPS, TurkCommerce B.V., Schedule 13D/A, beneficial ownership, stock purchase, e-commerce, controlling interest, Kazakhstan, Turkey