6-K

GDEV Inc. (GDEV)

6-K 2026-03-17 For: 2026-03-17
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Added on April 05, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2026

Commission File Number: 001-40758

GDEV Inc.

(Translation of registrant’s name into English)

55, Griva Digeni

3101, Limassol

Cyprus

Telephone: +35722580040

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x                                           Form 40-F ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On March 17, 2026, Andrey Fadeev, Chief Executive Officer and Chairman of the board of directors of GDEV Inc. (NASDAQ: GDEV) (the “Company”), informed the Company that he has purchased 2,730,384 GDEV Inc. ordinary shares from Boris Gertsovskiy, the co-founder of the Company and a former Company director, in a private placement transaction (the “Share Purchase”). Following the Share Purchase, Mr. Fadeev beneficially owns 6,709,391 GDEV Inc. ordinary shares, or 37.0% of the Company’s issued and outstanding shares as of December 31, 2025, and Mr. Gertsovskiy has divested himself of the entirety of his remaining shareholding in the Company. The Share Purchase was conducted by Mr. Fadeev solely in a personal capacity and not in connection with his role as CEO and/or Chairman of the Company, nor was Mr. Fadeev acting in concert with the Company in any manner in relation to the Share Purchase.

On March 17, 2026, Mr. Fadeev filed a Schedule 13D with the Securities and Exchange Commission (the “SEC”) to report the Share Purchase, and Mr. Gertsovskiy filed an amendment to his Schedule 13G with the SEC to report the reduction of his shareholding to zero.

In connection with the Share Purchase, Mr. Gertsovskiy has irrevocably transferred to Mr. Fadeev all of his rights arising under the Company’s Memorandum and Articles of Association to appoint, jointly with Mr. Fadeev, directors to the Company’s board of directors, and has irrevocably waived such appointment rights in favor of Mr. Fadeev.

On March 17, 2026, the Company issued a press release in relation to the Share Purchase, a copy of which is furnished as Exhibit 99.1 hereto.

INCORPORATION BY REFERENCE

The information included in this Report on Form 6-K (excluding Exhibit 99.1) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-280580 and File No. 333-282062) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 17, 2026

GDEV Inc.
By: /s/ Alexander Karavaev
Name: Alexander Karavaev
Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit Description
99.1 Press release dated March 17, 2026
--- ---

Exhibit 99.1

GDEVFounder, Chairman and Chief Executive Officer, Andrey Fadeev Increased Ownership Stake to 37%

March17, 2026 – Limassol, Cyprus – GDEV Inc. (Nasdaq: GDEV), an international gaming and entertainment company (“GDEV” or the “Company”), today announced that Andrey Fadeev, Chief Executive Officer and Chairman of the Board of Directors, has notified the Company of his purchase of 2,730,384 GDEV ordinary shares from Boris Gertsovskiy, co-founder and former director of the Company, in a private transaction.

Following the transaction, Mr. Fadeev beneficially owns 6,709,391 GDEV ordinary shares, representing 37.0% of the Company's issued and outstanding shares as of December 31, 2025. Mr. Gertsovskiy has divested himself of the entirety of his remaining shareholding in the Company. At the time of the transaction, Mr. Gertsovskiy did not hold any position of employment (including as a director or officer) at GDEV Inc.

The transaction was conducted by Mr. Fadeev solely in a personal capacity and is not connected with his role as Chief Executive Officer and/or Chairman of the Company. The Company was not a party to the transaction and did not act in concert with Mr. Fadeev in any manner in relation thereto.

AboutGDEV Inc.

GDEV is a gaming and entertainment holding company, focused on development and growth of its franchise portfolio across various genres and platforms. With a diverse range of subsidiaries including Nexters, Cubic Games, Royal Ark, Game Gears, Light Hour Games among others, GDEV strives to create games that will inspire and engage millions of players for years to come. Its franchises, such as Hero Wars, Island Hoppers, Pixel Gun 3D, Zombie Miner and others have accumulated over 550 million installs and $2.7 billion of bookings worldwide. For more information, please visit www.gdev.inc

Contacts:

Investor Relations

Roman Safiyulin | Chief Corporate Development Officer

investor@gdev.inc