Web Research
Web Research — What the Internet Knows
The Bottom Line from the Web
The single most important thing the internet reveals — and the filings do not foreground — is that the May 2025 dismissal of the consolidated US securities class action (Krivenok v. Kaspi.kz, C.D. Cal.) has neutralized the largest visible governance overhang from the September 2024 Culper Research short report, while a Tencent-led April 2026 secondary purchase transferred meaningful equity from Baring Vostok to a strategic Chinese super-app peer. The case is no longer pending; the alignment grade should be re-rated, even though the Culper allegations themselves remain unresolved in the court of public opinion. Set against that, the macro is hostile: NBK has held the base rate at 18% with inflation at 12.3%, reserve requirements have been hiked twice, and ARDFM is openly drafting BNPL pricing rules aimed at Kaspi's most profitable Fintech product.
What Matters Most
1. Securities class action dismissed in C.D. California (May 16, 2025). The consolidated case (Krivenok v. Joint Stock Company Kaspi.kz, No. 24-cv-10926) — brought after Culper Research's September 19, 2024 short report and consolidated from Rosen, Robbins Geller, and Levi & Korsinsky filings — was dismissed in the Central District of California. The lawsuit alleged misleading disclosures about (i) Russian business ties post-2022 sanctions, (ii) undisclosed related-party transactions, and (iii) executive links to "reputed criminals." Dismissal removes the single largest dated litigation overhang. Source: AIM Group, May 16, 2025 — aimgroup.com/2025/05/16/investors-vs-kaspi-kz-class-action-lawsuit-dismissed-in-c-d-california/
2. Culper Research short report (Sep 19, 2024) — the substantive allegations are unresolved. The report "Kaspi.kz (KSPI): The NASDAQ-Listed Fintech Moving Money for Criminals and Kleptocrats" caused a ~19% one-day drop. Specific named allegations from Culper and downstream class complaints: (a) continued business with Russian entities and Russian citizens after the 2022 invasion of Ukraine, exposing undisclosed sanctions risk; (b) Magnum Cash & Carry JV (acquired 90.01% in Feb 2023 for KZT 70B commitment) allegedly run by Chairman Kim's daughter Yulia Kim with no SEC disclosure; (c) Portmone LLC (Ukraine, Oct 2021) acquired through a shell allegedly tied to Russian organized crime; (d) Digital Classifieds bought from CEO Lomtadze at an inflated valuation; (e) ALSECO acquired from individuals in former President Nazarbayev's circle. The legal vehicle for these claims is now dismissed but the disclosure questions persist in the next 20-F's related-party note. Sources: Robbins Geller PR; Levi & Korsinsky Feb 18, 2025 notice; Next Gen Investors ESG primer — nextgeninvestors.substack.com/p/initial-report-kaspikz-nasdaq-kspi; openpr.com lawsuit summary.
3. Tencent strategic stake — April 20, 2026. Tencent, CEO Mikheil Lomtadze, senior management, and "long-term institutional investors" purchased 6.0M ADSs from Baring Fintech Venture Funds; Morgan Stanley advised the sellers. Result: Baring's holding fell from 23.22% (YE 2025) to 22.29% (March 31, 2026), Lomtadze rose from 22.58% to 23.04%, Management from 3.87% to 4.05%. The transaction validates the super-app playbook (Tencent invented it with WeChat) and brings a strategic cornerstone without management losing control. On the earnings call CEO Lomtadze stated "no specific strategic synergies to announce" but cited the WeChat heritage as a learning channel. Source: GlobeNewswire/Kaspi.kz IR press release, Apr 20, 2026.
4. $600M senior unsecured notes — 3.5× oversubscribed (April 28, 2026). 5.900% notes due 2031, rated Baa3 (Moody's) / BBB- (Fitch) — Investment Grade. ~130 institutional investors; Citigroup and J.P. Morgan led, BCC Invest as Kazakhstan manager. This is Kaspi's second IG bond following the March 2025 $650M / 6.25% issue maturing 2030. Demand at this premium to UST is direct evidence that institutional credit markets are comfortable with the Russia/sanctions narrative post-class-action dismissal. Source: StockTitan KSPI news; Simply Wall St valuation note.
5. NBK base rate held at 18.0% on Jan 23, 2026; reserve requirements raised twice; new 10% tax on government-securities revenue. NBK Governor Suleimenov said the rate is "near its practical maximum"; 2026 inflation forecast widened to 9.5–12.5% (from prior estimates). Management quantified the drag on the Q3 2025 call: base-rate increase = -4% net income impact, reserve hike + 10% gov-sec tax = -1% each. Q1 2026 net income was flat (-1% YoY) despite +31% revenue, almost entirely a funding-cost story. Direction of travel matters more than the level: inflation peaked at 12.3% in 2025 and is forecast to fall to 5.5–7.5% by end-2027, which would mechanically reverse the NIM compression. Sources: nationalbank.kz press release; astanatimes.com Jan 23, 2026; TipRanks Q3 2025 call summary.
6. ARDFM drafting rules to force lower cash prices than BNPL prices. Madina Abylkasymova, head of the Agency for Regulation and Development of the Financial Market, told Bloomberg the regulator (working with the competition authority) wants customers paying in cash to see lower posted prices than those using buy-now-pay-later. Kaspi has called BNPL its "most important Fintech Platform product" — almost half of total lending. Kazakh BNPL portfolios hit KZT 2.3T (USD 4.5B) by Sept 1, 2024 (+17% YTD). The World Bank flagged Kazakh over-indebtedness in a March 2025 report. Form, timing, and competition-agency-vs-ARDFM jurisdiction are undecided, but this is the single highest-severity regulatory threat to fintech segment economics. Source: Bloomberg via Yahoo Finance — finance.yahoo.com/news/kaspi-led-online-retail-lending-040000313.html
7. Hepsiburada now ≈50% of e-Commerce GMV; stake increased to 85.66%. On Jan 29, 2025 Kaspi acquired 65.41% of D-MARKET Electronic Services & Trading (Hepsiburada) for ~USD 1,127M, then bought an additional 20.25% for ~USD 168M (total stake 85.66% per Q1 2026 financials; press materials cite 85.17%). Q1 2026: e-Commerce GMV +41% YoY to KZT ~1.36T (USD 2.6B) with Türkiye representing 50% of e-Commerce GMV after the full-quarter consolidation. Management guidance is "breakeven adjusted EBITDA in Turkey" in 2026, reiterated by IR head David Ferguson on the Q1 call. Source: Q1 2026 interim consolidated financials (StockTitan SEC mirror); Q1 2026 earnings call (Yahoo Finance / Globe & Mail transcripts).
8. Rabobank Türkiye acquisition slipped to mid-2026. Share purchase agreement signed March 27, 2025; expected close has slipped from "2H 2025" to mid-2026. Rabobank A.Ş. is a fully licensed Turkish bank with no clients and no branches — a license shell that lets Kaspi transplant the Kazakhstan deposit-funded fintech model into Türkiye alongside Hepsiburada. Kaspi described the transaction as "not material." Closing risk: BDDK regulatory approval. Source: GlobeNewswire press release / Quiver Quant / Globe & Mail.
9. Q1 2026 print on track with FY guide. Revenue KZT 1.1T (+31% YoY), adj. EBITDA KZT 368B (+9%), net income KZT 252B (–1%); Payments TPV KZT 12.5T (+14%), Fintech net loan portfolio KZT 7.84T (+23%), advertising/delivery revenue +73% (the highest-growth leg). Active consumers 26.5M (+3%). FY2026 guidance retained: ~20% GMV growth, 15% TPV growth, 5% TFV growth, 5% adjusted EBITDA growth — explicitly no rate cuts assumed. Source: Quartr earnings summary; stocktitan.net news.
10. Bloomberg / Kazakh watchdog framing. Kaspi controls >75% of Kazakhstan's online-marketplace business per the competition authority (Bloomberg report). Kazakhstan e-commerce hit KZT 3.4T (USD 6B) in 2024 (+42% YoY); cashless transactions = 87% of retail; marketplaces = 91% of e-commerce sales. Halyk Bank (HSBK) market cap KZT 4,069.82B on KASE — ~half of Kaspi's USD 14.94B (KZT ~7,800B at year-end FX). Sources: Bloomberg via Yahoo; The Astana Times; KASE listings.
Recent News Timeline
What the Specialists Asked
Governance and People Signals
Shareholders (March 31, 2026 interim financials)
Tencent / Lomtadze / senior management / long-term US institutional investors absorbed Baring's net sale of ~0.93 pp on April 20, 2026. Lomtadze is now the single largest shareholder, ahead of both Baring and co-founder Kim.
Insider transactions surfaced via Form 4
- Chairman Vyacheslav Kim sold 48,629 ADS in an open-market trade (Form 4 mirrored on StockTitan).
- A separate director sold 58,810 ADS in open-market trades.
- Tencent / Lomtadze / management bought 6.0M ADS from Baring on April 20, 2026 (in-block secondary, not open-market).
Net signal: insiders trimming small amounts on the open market while the principal alignment-relevant transaction was the Tencent block-in by Lomtadze and management — additive to alignment, not extractive.
Board / Auditor
- Chairman: Vyacheslav Konstantinovich Kim. CEO & Executive Director: Mikheil Lomtadze.
- Independent Non-Executive Directors named in MarketWatch profile: Shimon Gutkovski, Alina Pravzdik.
- AGM (April 15, 2026) reappointed Deloitte LLP as external auditor — auditor continuity after the FY2023 ICFR material-weakness episode.
- AGM also approved Board remuneration in ADS grants vesting over three years.
Litigation status
Industry Context
Kazakhstan macro snapshot (2025–26 base case)
Three structural shifts that didn't surface fully in filings
Türkiye is now a 50% of e-Commerce GMV exposure. Hepsiburada full-quarter consolidation flipped the geographic mix. The "Kazakhstan super-app" thesis is becoming a "Kazakhstan + Türkiye fintech-marketplace" thesis. Rabobank Türkiye is the missing deposit-funding leg.
Investment Grade status changes the buyer base. Baa3 / BBB- with two oversubscribed bond issues (March 2025 $650M; April 2026 $600M) means credit funds, insurance, and IG-mandated EM allocators now own the paper. This is durable, sticky capital.
The regulatory ratchet is local, not extraterritorial. Despite the Culper sanctions narrative, the actual binding constraints in 2025–26 have been (a) NBK base rate at 18%, (b) reserve-requirement hikes (Aug 2025, April 2026), (c) the 10% gov-sec revenue tax, and (d) ARDFM's BNPL pricing draft. These are domestic Kazakh policy levers — manageable, but they form a ratchet against Fintech margins that did not exist pre-2024.
Net read: The web research replaces "unresolved tail risk" (Culper / class action / sanctions) with a cleaner two-variable problem: (1) when does NBK ease? (2) does Türkiye deliver breakeven adjusted EBITDA on schedule? The Tencent stake and the IG bond market are voting that the structural story still works.