SCHEDULE: Kaspi.kz Boosts D-MARKET Stake to 69.46% with $29.5M Share Buy

Joint Stock Company Kaspi.kz acquired an additional 10 million ordinary shares of D-MARKET Electronic Services & Trading for $29.5 million, increasing its beneficial ownership to 69.46%.

Summary

• Joint Stock Company Kaspi.kz (the "Reporting Person") filed Amendment No. 3 to its Schedule 13D regarding D-MARKET Electronic Services & Trading.
• On November 17, 2025, the Reporting Person acquired 10,000,000 Ordinary Shares of D-MARKET Electronic Services & Trading.
• The acquisition was made pursuant to the 2025 Stock Purchase Agreement, for an aggregate purchase price of USD 29,500,000.
• Following this acquisition, the Reporting Person beneficially owns 223,246,220 Ordinary Shares of D-MARKET Electronic Services & Trading.
• This represents 69.46% of the total outstanding Ordinary Shares, based on 321,382,906 shares reported in D-MARKET's Form 20-F filed April 30, 2025.

Sentiment

Score: 7

Explanation: The acquisition of a significant additional stake by a major shareholder is generally a positive indicator of confidence in the issuer's future prospects and strategic alignment, leading to increased control.

Positives

• Joint Stock Company Kaspi.kz has significantly increased its beneficial ownership in D-MARKET Electronic Services & Trading to 69.46%, indicating strong commitment and control.
• The acquisition of an additional 10,000,000 shares for USD 29,500,000 strengthens Kaspi.kz's strategic position within D-MARKET.

Future Outlook

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

Management Comments

• "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." (Signed by Mikheil Lomtadze, CEO of Joint Stock Company Kaspi.kz)

Industry Context

This increased stake by Kaspi.kz, a prominent fintech and e-commerce player in Kazakhstan, in D-MARKET Electronic Services & Trading, an e-commerce platform, suggests a strategic move to consolidate or expand its presence in the broader e-commerce market, potentially leveraging synergies between their respective platforms and customer bases. It reinforces Kaspi.kz's commitment to its e-commerce ventures.

Comparison to Industry Standards

• The filing does not provide specific data points that allow for a direct comparison to global industry benchmarks or specific comparable companies/projects.

Related Party Transactions

• Joint Stock Company Kaspi.kz, already a significant shareholder, increased its stake in D-MARKET Electronic Services & Trading, which could be considered a transaction between related parties due to the existing ownership structure.

Stakeholder Impact

• Shareholders of D-MARKET Electronic Services & Trading: Increased control by a major shareholder (Kaspi.kz) could lead to more aligned strategic direction and potential operational efficiencies, but also reduced influence for minority shareholders.
• Shareholders of Joint Stock Company Kaspi.kz: The investment signifies a strategic allocation of capital, potentially enhancing Kaspi.kz's market position and future revenue streams through D-MARKET.
• Management of D-MARKET Electronic Services & Trading: Likely increased strategic oversight and direction from Kaspi.kz, potentially impacting operational autonomy.

Key Dates

Keywords

Kaspi.kz, D-MARKET Electronic Services & Trading, Schedule 13D, Share Acquisition, Beneficial Ownership, E-commerce, Fintech, Turkey, Kazakhstan, Investment