Freedom Holding Corp (FRHC): S&P Ratings, the SEC Case and What to Verify

Freedom Holding Corp (Nasdaq: FRHC) collected two rounds of good news from S&P Global Ratings in 2026. In June, S&P upgraded the group’s four core operating subsidiaries to BB-. In September, it revised the outlook on the parent company and those same subsidiaries to positive.

Both headlines are accurate, and both are easy to over-read. The upgrade covered operating subsidiaries, not the Nasdaq-listed parent, which S&P still rates B-. The positive outlook is a view about direction rather than a new rating, and S&P tied it mainly to Kazakhstan’s improving economy. Neither action touches the regulatory question that matters most: the company and its CEO, Timur Turlov, received Wells notices from SEC staff in March 2026, the company said in June that the SEC investigation was still ongoing, and its August 2026 quarterly report still discloses the notices.

This guide covers what each S&P action actually said, where the growth came from, what the 2023 to 2026 regulatory record contains, and how to check all of it in primary documents. It is written for FRHC shareholders, for Freedom24 and Freedom Bank clients who want to know what the ratings mean for them, and for anyone weighing Freedom Holding as a route into international fintech.

A note on sources. Freedom Holding Corp trades on Nasdaq under FRHC and files with the US Securities and Exchange Commission. The authoritative record is those filings, available through SEC EDGAR, not any secondary account, including this one. Every document used here is listed in the Sources and Method section at the end. This is general information about a public company, not investment advice. Ratings, figures and regulatory status change every quarter. Last reviewed: September 28, 2026.

Freedom Holding Corp at a Glance (September 2026)

The short answer to the most common questions, before the detail:

Item	Status as of September 28, 2026
S&P rating, parent (Freedom Holding Corp)	B-, positive outlook since September 2026
S&P rating, four core operating subsidiaries	BB- since June 2026, positive outlook since September 2026
SEC investigation	Not resolved in any filing to date. Wells notices issued to the company and CEO Timur Turlov in March 2026 are still disclosed in the August 2026 10-Q
OFAC	Inquiries about transactions involving sanctioned individuals disclosed in the FY2026 10-K. The company says it is cooperating
FY2026 results (year to March 31, 2026)	Revenue $2.19 billion, net income $153.3 million
Latest quarter (to June 30, 2026)	Revenue $732.5 million, up 40%. Net income $31.7 million, down from $37.4 million
Customers (June 30, 2026)	About 5.45 million banking, 874,000 brokerage
Employees (March 31, 2026)	11,846 in 22 countries, 10,830 of them in Central Asia
Listings	Nasdaq (FRHC), Kazakhstan Stock Exchange, Astana International Exchange
Legal home and offices	Nevada corporation. Principal executive offices at 40 Wall Street, New York. Operational center in Almaty, Kazakhstan

What S&P Actually Did to Freedom Holding’s Ratings in 2025 and 2026

Coverage of Freedom Holding’s credit ratings tends to fold three separate S&P actions into one story. They are easier to read in order:

Date	S&P action	Entities covered	What it means
June 2025	Outlook revised to positive from stable, ratings affirmed at B+	Four core operating subsidiaries	An upgrade became more likely. No rating changed, and the parent was affirmed at B- with a stable outlook
June 2026	Upgraded to BB- from B+ with stable outlooks. Kazakhstan national-scale ratings raised to kzA-	Freedom Finance JSC, Freedom Finance Europe, Freedom Finance Global, Freedom Bank Kazakhstan	A real one-notch upgrade for the operating companies. The parent stayed at B- with a stable outlook
September 2026	Outlook revised to positive, international ratings affirmed. National-scale ratings raised to kzA from kzA-	The parent and the same four subsidiaries	Another upgrade is now more likely within about 12 months, mainly if S&P’s view of Kazakhstan’s economic risk keeps improving

Four things the headlines leave out.

The parent is still rated B-. BB- belongs to the operating subsidiaries. The Nasdaq-listed holding company sits three notches lower, and six notches below BBB-, the lowest investment-grade rating. S&P typically rates a holding company below its main subsidiaries because the parent depends on dividends from them and its creditors rank behind the subsidiaries’ own creditors. If you hold FRHC shares or parent-level debt, B- is the number that describes your exposure.

A positive outlook is a probability, not a promise. S&P’s criteria define a positive outlook as at least a one-in-three likelihood of an upgrade, over a horizon of generally up to one year for speculative-grade issuers like Freedom’s entities. The current rating does not change, and outlooks can be revised back to stable without any rating action at all.

The September outlook is mostly about Kazakhstan. S&P said it could raise the ratings over the next 12 months if its assessment of economic risks in Kazakhstan improves further. The action followed its August 21, 2026 upgrade of Kazakhstan’s sovereign rating to BBB from BBB-. Management controls capital, compliance and risk systems. It does not control the country. The biggest single driver of the next upgrade is outside the company’s hands.

A credit rating is not a view on the stock. Credit ratings assess the ability to meet financial obligations. They do not judge whether shares are attractively priced, and a company can be a sound creditor and a poor investment at the same time.

If you are a client rather than an investor, the subsidiary ratings are the more relevant ones, because accounts sit with operating entities such as Freedom Finance Europe, which runs the Freedom24 platform in the EU, or Freedom Bank Kazakhstan. Even then, a rating measures the entity’s ability to pay its own debts. How your assets are protected depends on segregation rules and the investor compensation scheme in that entity’s jurisdiction, and a credit rating does not assess either.

What to check yourself. Find the agency’s own release rather than relying on summaries. It will state which entity was affected, the current rating, what drove the change, and what would lead to an upgrade or a return to stable. That last section is the most useful part and the part almost never quoted. Part of the problem is format. A ticker line or push alert has room for “S&P upgrades Freedom” and very little else, a limit anyone designing news-driven interfaces with real-time market data has to plan around, and one that readers should remember when a headline is all they have seen.

Where Freedom Holding’s Fiscal 2026 Growth Actually Came From

Headline growth is easy to state and less useful than the detail underneath. For fiscal year 2026, ended March 31, 2026, the company reported the following in its annual report on Form 10-K and results release:

Metric	FY2026	FY2025
Revenue, net	$2.19 billion	$2.00 billion
Net income	$153.3 million	$76.2 million
Interest income	$882.5 million	$864.5 million
Fee and commission income	$489.8 million	$505.1 million
Net gain (loss) on trading securities	$158.8 million	($57.8 million)
Net insurance revenue	$402.4 million	$571.2 million
Banking customers	5.03 million	2.52 million
Brokerage customers	858,000	683,000
Employees	11,846 across 22 countries

Five things the detail shows that the headline does not.

Most of the revenue increase came from market gains, not core lines. The result on trading securities swung by $216.6 million, mainly from selling Kazakhstan corporate debt, and derivative gains rose $54.4 million on the revaluation of foreign-currency swaps. Together that is about $271 million, more than the entire $187 million increase in net revenue. Over the same year, fee and commission income fell 3% and interest income grew 2%. The doubled net income is real, but a profit jump driven by markets is harder to repeat than one driven by fees or lending.

The latest quarter shows the same pattern. In the three months to June 30, 2026, revenue rose 40% to $732.5 million while net income fell to $31.7 million from $37.4 million. The company said banking revenue grew 54%, mainly on foreign exchange and trading gains, and insurance revenue fell another 8%. Brokerage was the cleaner story, with revenue up 60% on higher fees, commissions and interest income.

The customer growth is concentrated in banking, not brokerage. Banking customers roughly doubled in fiscal 2026 while brokerage customers grew about 26%. That is a meaningful shift in what the business is. A brokerage earns commissions and interest on client balances. A bank earns net interest income and carries credit risk. The two behave differently under stress and are regulated differently.

Not every segment grew. Net insurance revenue fell 29% to $402.4 million, which the company attributed to changes in Kazakhstan’s rules on borrowers’ life insurance and on agency commissions paid to credit institutions. A diversification story is stronger when the diversifying segments are growing.

Geographic concentration remains high. Of 11,846 employees, 10,830 are in Central Asia, about 91%. Whatever the group says about international expansion, the operating base has not yet moved, and country risk in Kazakhstan remains the dominant exposure, which is also why S&P’s outlook depends on it. The Turkish Bank acquisition, completed at the end of July 2026 and renamed Freedom Bank A.Ş., is the first real test of whether that changes.

Management’s explanation for the banking surge is technology. This Freedom Holding Corp feature from September 2025 describes AI as the connective tissue of the Freedom SuperApp and credits it with cutting mortgage approvals from about two weeks to roughly a day. It is a clear account of how the company wants to be understood, and our earlier look at how Freedom Holding built a digital ecosystem beyond brokerage traces the same strategy. It is also a good place to practise the checking habit this article recommends. The feature links to none of the filings behind its operating claims, and engagement is harder to see than scale: S&P’s June 2026 review put the SuperApp’s monthly active users at about 2.6 million in March 2026, roughly half the 5.03 million banking customers. Customer counts and monthly active users measure different things, and only the second measures daily use.

The Regulatory Record, 2023 to 2026: Hindenburg, the SEC and OFAC

S&P’s releases credit Freedom with stronger risk management and controls. That is a statement about improvement from somewhere. Coverage of the ratings news rarely says from where, and the answer is the most consequential part of the company’s listed history.

August 2023. Activist short seller Hindenburg Research published a report alleging sanctions evasion, retained ties to Russian business after their stated sale, financial misrepresentation, and signs of market manipulation. Hindenburg disclosed a short position, meaning it stood to profit if the share price fell. Freedom Holding denied the allegations. Hindenburg Research disbanded in January 2025, so the report will not be updated.

October 2023. CNBC and Reuters reported that the DOJ and SEC were investigating the company over compliance issues, insider stock moves, and an offshore affiliate tied to sanctioned individuals. Reporting indicated the scrutiny extended to the CEO personally.

January 2024. An external review commissioned by the independent members of the board, carried out by law firm Morgan, Lewis & Bockius and forensic accountants Forensic Risk Alliance, reported no evidence supporting the report’s main allegations, including the claims about inflated revenue and continued control of the former Russian subsidiaries. The reviewers also said some allegations could not be assessed because they were dated, vague or lacked detail. FRHC shares, which fell after the report, recovered and later reached new highs.

March 2026. SEC staff issued Wells notices to the company and to Timur Turlov, its chairman, CEO and controlling shareholder. The investigation behind them, which the company says began with subpoenas first received in 2021, concerns settlement practices and relationships with certain institutional market-maker customers of some non-US broker-dealer subsidiaries, including the accounting, disclosures and internal controls around internalizing trades in US securities.

June 2026. The FY2026 annual report, filed June 1, disclosed the Wells notices and inquiries from the US Treasury’s Office of Foreign Assets Control (OFAC) regarding transactions involving sanctioned individuals, including the use of certain clearing arrangements. The company said it had responded and was cooperating. Shortly afterwards, public comments by the CEO were widely reported as saying the SEC investigation had been completed. On June 4, the company issued a clarification that the SEC investigation is ongoing and that the Wells process had not concluded, adding that plans which depend on its conclusion, such as raising capital or pursuing additional licenses, may continue to be affected.

August 2026. The first-quarter fiscal 2027 report on Form 10-Q, filed August 10, still discloses the Wells notices. As of September 28, 2026, no filing by the company has reported that the SEC matter or the OFAC inquiries have been resolved.

What a Wells notice means, and where the SEC case stands

A Wells notice is not a charge. It tells the recipient that SEC staff has made a preliminary determination to recommend enforcement action and gives them a chance to argue against it before the Commission decides. Outcomes range from no action to a settlement to a contested civil case, and the company has said this one could result in a civil enforcement action, an administrative proceeding or a settlement, with monetary and non-monetary relief. Until a filing says otherwise, treat any report that the case is closed as unconfirmed. The place to check is Part II, Item 1 (Legal Proceedings) of the most recent 10-Q. The next one, covering the quarter to September 30, 2026, is due in November.

Why this belongs in the story rather than outside it. A short seller’s report is an interested party’s claim, not a finding. An external review commissioned by the company’s own independent directors is a useful data point with an obvious limitation. An open SEC investigation with Wells notices, and a separate OFAC inquiry, carry the most weight of all, because they come from regulators and are disclosed under legal obligation. A reader deserves all of them, with the caveats attached.

It also explains the ratings language. When an agency cites stronger controls and tighter groupwide compliance, that statement reflects the direction of travel from a defined starting point. Reading the outlook revision without the history is reading half a sentence.

How to Evaluate a Cross-Border Fintech Like FRHC

The framework below applies to FRHC and to any similarly structured group. Work through it in order, because the early items change how you read the later ones.

1. Start with the legal proceedings and risk factors sections of the 10-K and the latest 10-Q. This is where regulatory matters, litigation, and sanctions exposure are disclosed under legal obligation, not in press releases. For Freedom Holding, it is where the Wells notices and the OFAC inquiry appear. It is the least promotional document the company produces and the first one to read.

2. Check segment reporting against the narrative. If management describes diversification, confirm the diversifying segments are actually growing. If it describes international expansion, check where the employees and revenue actually are. If profit jumped, separate customer-driven income from trading and derivative gains.

3. Read the auditor history. Deloitte LLP is Freedom Holding’s current independent auditor and was put forward for ratification for fiscal 2027 at the September 2026 annual meeting. The fiscal 2022 statements were audited by WSRP, LLC, a regional US firm. Look for changes of auditor and for any qualifications or emphasis-of-matter paragraphs in recent opinions. This is the least discussed and among the most informative signals for a company operating across multiple jurisdictions.

4. Understand the control structure. Turlov is chairman, CEO and controlling shareholder, and most of Timur Turlov’s net worth is his stake in the company, so his interests and the stock’s are closely tied. Governance concentration is a fact to understand rather than a problem to assume. Check related-party transactions, how board independence is constituted, and how the business is run day to day if the founder’s attention is divided. That last question became concrete on September 26, 2026, when Turlov was elected president of FIDE, the International Chess Federation, for a four-year term while remaining Freedom’s CEO. Cross-border structure is also worth understanding in the abstract. Where an entity is incorporated, where it is regulated, and where it actually operates are three different things, and they govern decisions like company formation in Malta and the requirements attached to it.

5. Separate credit assessment from equity assessment. Rating agencies answer “can this entity meet its obligations?” That is a different question from “is this stock worth its price?”, and the two answers can diverge.

6. Rank your sources. Regulatory filings first, agency releases second, established financial media third, promotional or company-focused coverage last. The test for any secondary source is whether it links to the primary one. If it does not, treat the claim as unverified until you check it yourself. The June 2026 episode shows why: a widely repeated report that the SEC investigation had ended was corrected by the company itself within days.

That last point applies more broadly than to finance. A company’s public presentation is evidence about its standards, and the same verification discipline that separates a credible fintech from a questionable one applies to any organization asking for your trust, which is the underlying argument in this look at what verifiable proof actually looks like online.

The FRHC due diligence checklist on one page

What Would Change the Picture for FRHC From Here

The subsidiary upgrade has already happened, so the useful signals are now different. Six developments would each carry real information, in roughly descending order of significance.

• A disclosed resolution of the SEC matter. Whether it ends in no action, a settlement or litigation, the outcome will appear in an 8-K or 10-Q first. Until then, the company’s own capital-raising and licensing plans remain, in its words, potentially affected.
• The OFAC outcome. Sanctions questions were at the center of the 2023 short report. A regulator’s conclusion carries more weight than either side’s commentary.
• A move in the parent’s rating. The operating companies are at BB-. The Nasdaq-listed parent is still B-. An upgrade at the holding-company level would be the clearer signal for shareholders.
• Revenue moving out of Central Asia. Freedom Bank A.Ş. in Türkiye is now part of the group. Employee and revenue distribution moving meaningfully away from 91% Central Asia would show the expansion is working.
• Profit growth from customers rather than markets. Several quarters in which fee, commission and interest income drive earnings, instead of trading and foreign exchange gains, would make the fiscal 2026 jump look repeatable. The first quarter of fiscal 2027, with revenue up 40% and net income down, did not show that yet.
• Clean disclosure through a downturn. Any fast-growing financial group looks orderly in a good market. How the disclosures read in a bad quarter is the test that has not happened yet.

FRHC Ratings, the SEC Case and the Hindenburg Report, Answered

The Short Version

S&P has upgraded Freedom’s operating subsidiaries to BB- and put the whole group on positive outlook, largely on the back of Kazakhstan’s improving credit profile. The Nasdaq-listed parent is still rated B-. Fiscal 2026 net income doubled, but trading and derivative gains did much of the lifting, the first quarter of fiscal 2027 brought higher revenue and lower profit, and about 91% of the workforce is still in Central Asia.

The regulatory side has not caught up with the ratings side. The SEC investigation that produced Wells notices in March 2026 has not been reported as resolved in any filing, and OFAC has made inquiries of its own. The filings are free, the legal proceedings section takes twenty minutes, and it is worth more than any article about the company, including this one.

Sources and Method

This analysis was compiled from Freedom Holding’s SEC filings, S&P Global Ratings’ published rating actions and the company’s own press releases, and every figure was checked against those documents on September 28, 2026. S&P’s full research reports sit behind a paywall, so the rating details come from the company-distributed summaries of each action.

• Freedom Holding Corp, Form 10-K for the fiscal year ended March 31, 2026
• Freedom Holding Corp, Form 10-Q for the quarter ended June 30, 2026
• Freedom Holding Corp, first-quarter fiscal 2027 results release (August 10, 2026)
• Freedom Holding Corp, clarification on the SEC investigation (June 4, 2026)
• S&P upgrade of four subsidiaries to BB- (June 25, 2026, company-distributed release)
• S&P outlook revision to positive (September 4, 2026, company-distributed release)
• S&P Global Ratings, General Criteria: Use of CreditWatch and Outlooks
• Completion of the external review of the Hindenburg allegations (January 25, 2024, filed with the SEC)
• FIDE, Timur Turlov elected President of FIDE (September 2026)

Editorial note: Sites Gallery has no commercial relationship with Freedom Holding Corp. The Freedom Holding Corp feature linked in the growth section is cited as an example of company-focused coverage, not as a verified source.