SCHEDULE: Kaspi.kz Increases Stake in D-MARKET to 86.74%

Kaspi.kz has further increased its beneficial ownership of D-MARKET Electronic Services & Trading to 86.74% through recent share purchases.

Summary

• Joint Stock Company Kaspi.kz (the Reporting Person) has filed Amendment No. 8 to its Schedule 13D, detailing its increased stake in D-MARKET Electronic Services & Trading (the Issuer).
• The Reporting Person acquired an additional 1,885,027 Ordinary Shares on June 8, 2026, for $2.87 per share, totaling $5,410,027.49.
• Prior to this, on May 18, 2026, 1,968,787 Ordinary Shares were purchased at $2.89 per share, amounting to $5,689,794.43.
• These recent transactions represent approximately 1% of the Issuer's total outstanding Ordinary Shares.
• As of the filing date, the Reporting Person beneficially owns 309,866,046 Ordinary Shares, representing 86.74% of the Issuer's total outstanding shares.
• The source of funds for these purchases was the working capital of Kaspi.kz.
• The purpose of these transactions is to maintain and potentially increase a substantial controlling interest in the Issuer.
• The Reporting Person continuously evaluates its investment and may consider various actions regarding its stake.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it confirms Kaspi.kz's continued strategic interest and investment in D-MARKET, but also highlights the potential for further market consolidation and reduced liquidity for minority shareholders.

Positives

• Kaspi.kz has successfully increased its controlling stake in D-MARKET, reinforcing its strategic interest.
• The company has acquired additional shares at prices below $3.00, indicating potentially favorable entry points.
• The acquisition was funded through existing working capital, suggesting no immediate need for external financing for this specific transaction.

Negatives

• The increasing concentration of ownership by Kaspi.kz could limit the free float of D-MARKET shares, potentially impacting liquidity for minority shareholders.
• The filing does not provide specific details on the strategic benefits or integration plans for the increased stake, leaving room for speculation.

Risks

• The Reporting Person's ongoing evaluation of its investment means future actions, including further acquisitions or divestitures, are possible and could impact share price.
• General market, industry, and economic conditions are cited as factors influencing future decisions, introducing external risks.
• The substantial controlling interest held by Kaspi.kz may lead to governance concerns for minority shareholders if their interests are not adequately represented.

Future Outlook

Kaspi.kz continuously re-examines its investment in D-MARKET and may explore or develop plans and proposals concerning its investment. Any actions taken will depend on various factors including the price levels of the Issuer's securities, general market, industry, and economic conditions, and other future developments.

Management Comments

• The Reporting Person considers regularly and may explore and/or develop plans and/or formulate proposals with respect to its investment in the Issuer and propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Industry Context

StockSavvy.ai notes that this filing reflects a significant consolidation trend within the e-commerce and digital services sector, where dominant players often seek to increase their control over key platforms to enhance synergies and market position. Kaspi.kz's continued investment in D-MARKET aligns with this strategy.

Stakeholder Impact

• Shareholders: Increased concentration of ownership by Kaspi.kz may reduce the free float of D-MARKET shares, potentially impacting liquidity and the ability of minority shareholders to influence corporate decisions.
• Management/Employees: Continued strategic alignment with Kaspi.kz could lead to integrated operations and potential synergies, but also raises questions about D-MARKET's independent strategic direction.
• Creditors: The financial stability of D-MARKET is indirectly supported by the substantial investment from Kaspi.kz, but the long-term implications of concentrated ownership on financial strategy are to be monitored.

Next Steps

• Kaspi.kz will continue to monitor market conditions and its investment in D-MARKET.
• Kaspi.kz may undertake further actions regarding its investment, including potential proposals or acquisitions.

Key Dates

Recommendation

The filing indicates continued strategic investment by Kaspi.kz, reinforcing its control. However, the lack of new operational or financial performance data, combined with the high ownership concentration, suggests a 'hold' position is prudent for existing investors until more strategic clarity or performance metrics are disclosed. For new investors, the high ownership by a single entity warrants caution regarding liquidity and potential influence on future strategic decisions.

Keywords

Schedule 13D, Kaspi.kz, D-MARKET, HEPS, Ordinary Shares, ADSs, Beneficial Ownership, Acquisition, SEC Filing, Kazakhstan, Turkey