Freedom Holding Corp.
For the period ended Mar 31, 2026. Filed Jul 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2026 · Filed Jul 29, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx Filed by a Party other than the Registrant☐
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under Rule 14a-12 |
Freedom Holding Corp.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Checkall boxes that apply):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) an 0-11 |
Freedom Holding Corp.
40 Wall Street, 58th Floor
New York, NY
Dear Stockholders:
You are cordially invited to attend the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Freedom Holding Corp. (the “Company,” “FRHC,” “us,” “our,” or “we”) which will be held virtually on September 16, 2026, at 10:00 a.m. Eastern Daylight Time (“EDT”). To attend, vote and submit questions at the 2026 Annual Meeting visitwww.virtualshareholdermeeting.com/FRHC2026, where you will be able to listen to the meeting live, submit questions and vote online. To participate in the 2026 Annual Meeting, you will need the 16-digit control number located on your proxy card or the instructions that accompany your proxy materials.
The formal notice of the 2026 Annual Meeting is provided in the enclosed proxy statement. At the 2026 Annual Meeting we will discuss and vote on each item of business described in the Notice of Annual Meeting of Stockholders and Proxy Statement.
Important notice regarding the availability of proxy materials for the 2026 Annual Meeting. On or about August 4, 2026, we will begin mailing to certain stockholders a Notice of Internet Availability of Proxy Materials informing them that our proxy materials, including our Annual Report on Form 10-K for the year ended March 31, 2026 (the “Annual Report”), voting instructions, and proxy statement (the “Proxy Statement,” and together with the Annual Report, the “Proxy Materials”) are available online. As more fully described in the Notice of Internet Availability of Proxy Materials, all stockholders may choose to access the Proxy Materials on the internet or may request to receive paper copies of the Proxy Materials. This allows us to conserve natural resources and reduces the costs of printing and distributing the Proxy Materials, while providing our stockholders with access to the Proxy Materials in a fast and efficient manner. Copies of our Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and Annual Report are also available atwww.proxyvote.com.
Voting by internet or telephone is fast and convenient, and your vote is immediately confirmed and tabulated. If you receive a paper copy of the Proxy Materials, you may also vote by completing, signing, dating and returning the accompanying proxy card in the enclosed return envelope furnished for that purpose. By using the internet or telephone, you help us reduce postage and proxy tabulation costs.
Your vote is important to us. The enclosed proxy statement provides you with detailed information regarding the business to be considered at the 2026 Annual Meeting. We urge you to please vote your shares now. You may revoke your proxy at any time before the proxy is voted by following the procedures described in the enclosed proxy statement. The record date for the 2026 Annual Meeting is July 20, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
By order of the Board of Directors,
/s/ Assel Mussina
Assel Mussina
Corporate Secretary
July 29, 2026
FREEDOM HOLDING CORP.
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 16, 2026
| Time and Date: | 10:00 a.m. Eastern Daylight Time (“EDT”) on September 16, 2026. |
|---|---|
| Location: | Our Annual Meeting will be held only virtually, at www.virtualshareholdermeeting.com/FRHC2026, where you will be able to listen to the meeting live, submit questions and vote online. To participate in the 2026 Annual Meeting, you will need the 16-digit control number located on your proxy card or the instructions that accompany your Proxy Materials. |
| Items of Business: | (1) To elect to the Board of Directors two Class I directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified; |
| (2) To hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers; | |
| (3) To ratify the appointment of Deloitte LLP in Kazakhstan, a member of Deloitte Touche Tohmatsu Limited (“Deloitte LLP”), a UK private company limited by guarantee, as our independent registered public accounting firm for the 2027 fiscal year. | |
| In addition to the foregoing, the 2026 Annual Meeting will include the transaction of such other business as may properly come before the meeting, or any adjournment(s), continuation(s), rescheduling(s) or postponement(s) thereof. | |
| Record Date: | Monday, July 20, 2026 |
| Internet Availability: | The Notice of Internet Availability of Proxy Materials will be sent to stockholders beginning on or about August 4, 2026. We are using the internet as our primary means of furnishing our proxy materials to our stockholders. Rather than sending stockholders a paper copy of our Proxy Materials, we are sending them a notice with instructions for accessing the materials and voting via the internet. We believe this method of distribution makes the proxy distribution process more efficient and less costly and will limit our impact on the environment. This notice of the 2026 Annual Meeting, the proxy statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, are available at www.proxyvote.com. |
| Proxy Voting: | It is important that your shares be present or represented and voted at the 2026 Annual Meeting. You can vote your shares on the internet at www.proxyvote.com, by telephone by calling 1-800-690-6903, by completing and returning your proxy card, or at the 2026 Annual Meeting. Voting instructions are printed on your proxy card or included with your proxy materials. You can revoke a proxy before its exercise at the 2026 Annual Meeting by following the instructions in the accompanying Proxy Statement. |
By order of the Board of Directors,
/s/ Assel Mussina
Assel Mussina
Corporate Secretary
July 29, 2026
This is an important meeting. To ensure proper representation at the meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials to authorize a proxy to vote your shares via the internet or telephone, or by requesting, signing, dating and returning a proxy card. Even if you vote your shares prior to the meeting, you still may participate in the virtual 2026 Annual Meeting.
TABLE OF CONTENTS
| Pages | |
|---|---|
| INFORMATION ABOUT THE 2026 ANNUAL MEETING AND VOTING | 1 |
| PROPOSAL ONE – ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE | 14 |
| DIRECTOR COMPENSATION | 23 |
| SECURITY OWNERSHIP | 24 |
| EXECUTIVE COMPENSATION | 27 |
| COMPENSATION DISCUSSION AND ANALYSIS | 27 |
| SUMMARY COMPENSATION TABLE | 35 |
| PAY RATIO DISCLOSURE | 37 |
| PAY VERSUS PERFORMANCE | 39 |
| PROPOSAL TWO - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 43 |
| PROPOSAL THREE - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 43 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 44 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 45 |
| STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING | 46 |
| INCORPORATION BY REFERENCE | 48 |
| OTHER MATTERS | 48 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.