SCHEDULE: Kaspi.kz Boosts D-Market Stake to 93.5%

Kaspi.kz has further increased its beneficial ownership of D-Market Electronic Services & Trading to 93.51% by acquiring an additional 19,547,401 ADSs.

Summary

• Kaspi.kz, a Kazakhstan-based joint stock company, has filed an amendment to its Schedule 13D, reporting an increase in its beneficial ownership of D-Market Electronic Services & Trading (D-MARKET).
• The filing details the acquisition of 19,547,401 American Depositary Shares (ADSs), representing an equal number of Ordinary Shares, from VR Global Partners, L.P.
• This acquisition occurred on September 14, 2026, at a price of USD 2.95 per ADS, totaling USD 57,664,832.95.
• Following this transaction, Kaspi.kz now beneficially owns 400,841,947 Ordinary Shares, which represents 93.51% of the total outstanding Ordinary Shares of D-MARKET.
• The previous filing date was September 10, 2026, and this amendment (No. 10) updates the ownership details.
• The percentage ownership is based on 428,653,700 Ordinary Shares outstanding as of September 8, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, indicating increased control and a significant stake by a major shareholder, though it also highlights a substantial concentration of ownership.

Positives

• Kaspi.kz has significantly increased its controlling stake in D-MARKET, solidifying its position.
• The acquisition was funded through Kaspi.kz's working capital, indicating financial stability.
• The increased ownership suggests a strong conviction in D-MARKET's future prospects by a major shareholder.

Negatives

• The high concentration of ownership (93.51%) by a single entity may limit free float and potentially reduce liquidity for minority shareholders.
• The substantial investment of over $57 million highlights a significant capital deployment by Kaspi.kz.

Risks

• Regulatory scrutiny related to significant ownership changes in publicly traded companies.
• Potential challenges in managing a company with a very high percentage of ownership by a single entity, impacting governance dynamics.
• Market perception of a highly concentrated ownership structure could influence investor sentiment.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding D-MARKET's future performance. The focus is on reporting the change in beneficial ownership.

Management Comments

• Mikheil Lomtadze, Chief Executive Officer of Joint Stock Company Kaspi.kz, certified the accuracy of the information in the filing.

Industry Context

StockSavvy.ai notes that this filing reflects a significant consolidation trend, where major shareholders are increasing their control in publicly traded entities, potentially to streamline operations or pursue strategic objectives more aggressively. This is common in markets where consolidation is a key theme.

Stakeholder Impact

• Shareholders: Minority shareholders may experience reduced liquidity and potentially less influence on corporate decisions due to the dominant ownership by Kaspi.kz.
• Management: D-MARKET's management will operate under the significant influence and control of Kaspi.kz.
• Creditors: The increased control by a financially stable entity like Kaspi.kz could be viewed positively by creditors, potentially enhancing the company's creditworthiness.

Next Steps

• Continued monitoring of D-MARKET's performance and strategic direction under Kaspi.kz's increased control.
• Potential for further disclosures regarding changes in ownership or corporate actions.

Key Dates

Recommendation

The filing indicates a significant increase in ownership by Kaspi.kz, consolidating its control over D-MARKET. While this suggests strong conviction from a major stakeholder, the extremely high ownership percentage (93.51%) raises concerns about future liquidity for minority shareholders and potential governance complexities. Without further operational or strategic updates from D-MARKET, a 'hold' recommendation is prudent, balancing the positive aspect of increased control with potential drawbacks for broader market participation.

Keywords

D-MARKET, Kaspi.kz, Schedule 13D, Ordinary Shares, ADSs, Acquisition, Beneficial Ownership, VR Global Partners