KSPI 6-K
Joint Stock Co Kaspi.kz (KSPI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number: 001-41921
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Joint Stock Company Kaspi.kz
(Translation of registrant’s name into English)
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154A Nauryzbai Batyr Street |
Almaty, Kazakhstan |
050013 |
(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 |
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Form 40-F |
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EXPLANATORY NOTE
On March 02, 2026, Joint Stock Company Kaspi.kz (the “Company”) issued a press release titled “Kaspi.kz 4Q & FY 2025 Financial Results”, furnished as Exhibit 99.1 hereto.
The IFRS financial statement tables in Exhibit 99.1 are incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-276609).
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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.
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Joint Stock Company Kaspi.kz |
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March 02, 2026 |
By: |
/s/ Tengiz Mosidze |
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Name: Tengiz Mosidze Title: Chief Financial Officer |
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EXHIBIT INDEX
The following exhibits are furnished as part of this Form 6-K:
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Description |
99.1 |
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Press release titled “Kaspi.kz 4Q & FY 2025 Financial Results” |
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Exhibit 99.1
Kaspi.kz 4Q & FY 2025 Financial Results
Almaty, Kazakhstan, 2 March 2026 – Joint Stock Company Kaspi.kz (“Kaspi.kz”, “we”) (Nasdaq:KSPI) today published its unaudited consolidated IFRS financial results for the quarter and fiscal year ended 31 December 2025 (“4Q & FY 2025” respectively).
Letter from Mikhail Lomtadze:
Two topics have dominated my conversations with investors over the last year: our progress in Türkiye and our approach to dividends. I want to address these and the other questions we hear most often, so that you better understand the context behind the decisions we’re taking.
Both Türkiye and dividends connect to a single ambition: to build Kaspi.kz into a 100 million user company. We believe that every strategic decision we make - the launch of new products and services, investments in Türkiye, and dividend policy - is anchored to this goal.
Yes. We have always maintained that we will prioritize high-impact international opportunities where we believe we can create long-term value. Following the acquisition of Hepsiburada, we anticipate that we can now balance targeted growth investments and resume dividend distributions to our shareholders.
Subject to shareholder approval, we intend to pay a quarterly dividend of KZT 850 per ADS. Based on the business’s current performance and cash generation, we believe this is sustainable for the remainder of 2026.
We believe that our progress in Türkiye has been substantial. Over the past year, we have tested and validated key elements of our operating model, strengthening our conviction that it can work at scale in Türkiye.
We are prioritizing our investments and efforts to increase orders, consumers and engagement through better personalisation, more relevant search, faster delivery, broader payment options, and improved marketing efficiency. Next-day shipment, which now covers around 63% of orders, up from around 47% in 4Q 2024 is a good example of the changes we’re making.
In our view, the clearest measure of progress is the improvement in order growth during 2025:
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Monthly consumers on average increased 15% YoY in 4Q 2025, the fastest rate of increase for some time. Engaged consumers, which we consider to be our most important measure of platform health, grew 29% YoY on average in 4Q 2025.
In the near-term, we will intentionally manage Hepsiburada to around Adjusted EBITDA breakeven.
In the short term, the investments we’re making can support faster top-line growth. Over time, a large and engaged consumer base can drive sustainable profitability.
Separately, we expect to invest approximately $300 million upon closing the acquisition of Rabobank A. Ş. This is fully reflected in our cash flow planning. The combination of e-commerce and fintech has the potential to turn healthy e-commerce economics into much stronger bottom-line growth over the coming years.
Success means consumer engagement metrics at Hepsiburada continuing to move toward levels we have achieved in Kazakhstan.
In Kazakhstan, e-commerce purchases per consumer reached 24.8 in 2025. At Hepsiburada, the same number is around 6.7. Even closing this engagement gap partially would represent a very meaningful opportunity. If we grow Hepsiburada’s consumer base as well, the upside can be magnified.
Metric (2025) |
Kaspi.kz |
Hepsiburada |
Gap |
# Consumers |
7.4 million |
11.8 million |
1.6x more |
GMV per consumer, KZT |
332 000 |
212 000 |
1.6x less |
Growth of engaged consumers |
66% |
29% |
2.3x less |
Purchases per consumer |
24.8 |
6.7 |
3.7x less |
Of course, we understand that Hepsiburada will not automatically match our metrics in Kazakhstan given different market dynamics, the low penetration of fintech products on Hepsiburada and our super app business model being in its early stages in Türkiye. But given our experience, we have a defined set of levers that we anticipate can systematically narrow the gap over time.
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Not entirely and we want to be clear about the headwinds ahead.
From the start of 2026, the corporate tax rate for banks in Kazakhstan increased to 25% from 20% for all areas except business lending. For Kaspi.kz we expect our consolidated tax rate to increase by around 200 bps YoY in 2026.
Separately, the National Bank of Kazakhstan raised minimum reserve requirements in August 2025, with a further step-up expected in April 2026. This reduces the interest revenue we can generate.
Combined with the high-interest rate environment we expect that bottom-line growth in Kazakhstan in 2026 will lag top-line growth. The higher tax rate and reserve requirements will be fully absorbed into our earnings base by year end.
On a more encouraging note, inflation in Kazakhstan has started to moderate. This opens the possibility of interest rate cuts later in the year, which could be a meaningful profit driver for us over several years. Our current 2026 guidance does not assume interest rate cuts.
We are actively managing our cost base and capital allocation in response to the current regulatory and macro backdrop and are well positioned to benefit when the interest rate cycle turns.
We anticipate that e-Commerce will be the main driver of our future growth in Kazakhstan and Türkiye, supported by our fintech products and rapidly scaling higher-margin services such as advertising.
We want to be a 100 million user company present in multiple countries. With our entry into Türkiye, we already serve around 20 million consumers and 200,000 merchants, and Türkiye’s large local manufacturing base gives us a substantial opportunity to enter new markets.
We will stay focused on execution to deliver world class services to our consumers and merchants, and we are confident in our path.
We believe we have a sensible balance between returning cash today and making the necessary investments to build a much more valuable business in the future.
Thank you for your ongoing trust and support.
Mikhail Lomtadze
Kaspi.kz CEO and co-founder
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All references exclude Türkiye unless otherwise stated. Additionally, whenever we refer to a measure as “underlying” in this press release, it excludes certain external factors. For more information, see “External Factors Excluded from Underlying Measures.”
4Q & FY 2025 Highlights
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Strategic Highlights
e-Commerce
We expect e-Commerce in Kazakhstan and Türkiye to be our fastest growing business area.
In Kazakhstan, we anticipate accelerated migration of consumers and merchants from m-Commerce to e-Commerce. Our long-established relationships with offline merchants across the main retail categories put us in a strong position to support their transition online.
Unlike online-only marketplaces, we can uniquely leverage these relationships and our broader suite of Super App products and services. In the future m-Commerce will be a tool mainly used by merchants selling local services.
During 4Q 2025, Hepsiburada purchases increased 19% year-over-year. Monthly consumers on average increased 15% YoY in 4Q 2025, the fastest rate of increase for some time. Engaged consumers grew 29% YoY on average during the same period.
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Our goal is to move Hepsiburada’s consumer metrics closer to the levels we’re achieving in Kazakhstan.
As growth in engaged consumers continues, it is expected to drive GMV per consumer, where the upside in Türkiye compared to Kazakhstan is substantial. We believe there is also significant potential to grow Hepsiburada’s consumer base.
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A large and engaged consumer base is fundamental to achieving high and sustainable profitability in the future.
Kaspi Alaqan
With Kaspi Alaqan, pay-by-palm, consumers can pay without their card, phone and when mobile internet is not available.
We started to rollout Alaqan in Almaty in December in 2025. In less than 3 months over 500,000 consumers have registered, which is around a third of Almaty’s adult population. In merchants where Alaqan is available, it already accounts for 9% of Kaspi.kz transactions.
The service will be rolled out across the rest of Kazakhstan during 2026 and is the latest example of how we seek to lead through innovation.
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Kaspi.kz 4Q & FY 2025 Financial Highlights
During 4Q 2025, total revenue increased 15% year-over-year to KZT854 billion. For the same period, underlying revenue increased 18% year-over-year. Including Türkiye, revenue reached KZT1.2 trillion.
For FY 2025, total revenue increased 19% year-over-year to KZT3.1 trillion. Underlying revenue increased 21% year-over-year. Including Türkiye revenue reached KZT4.1 trillion ($8.1 billion).
During 4Q 2025, our consolidated net income increased 1% year-over-year to KZT319 billion. For the same period, underlying net income increased 13%. Including Türkiye net income was KZT277 billion.
For FY 2025, consolidated net income increased 10% year-over-year to KZT1.2 trillion. For the same period, underlying net income increased 18% year-over-year. Including Türkiye, net income was KZT1.1 trillion ($2.1 billion).
Payments Platform
Revenue and net income up 12% & 13% in FY 2025
During 4Q 2025, transaction volumes increased 12% year-over-year. We believe that volume growth reflects the popularity of Kaspi Pay, Bill Payments and B2B Payments. For FY 2025, transaction volumes increased 14% year-over-year.
During 4Q 2025, TPV increased 14% year-over-year to KZT12.2 trillion. TPV growth above transactions growth reflects higher average ticket size year-over-year. For FY 2025, TPV increased 19% year-over-year to KZT44.2 trillion.
Payments take rate during 4Q 2025 was 1.09% down from 1.16% in 4Q 2024. Consistent with previous periods, take rate decline reflects faster growth from lower take rate Kaspi Pay and B2B payments. For FY 2025, take rate was 1.10% compared with 1.18% in the same period in 2024.
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Payments Platform revenue increased 7% year-over-year to reach KZT178 billion during 4Q 2025. For FY 2025, Payment revenue increased 12% year-over-year to KZT659 billion.
Payments Platform net income increased 4% year-over-year to KZT114 billion, during 4Q 2025. Lower growth in the final quarter was in part due to costs related to scaling Kaspi Alaqan. For FY 2025, Payments Platform net income increased 13% year-over-year to KZT433 billion.
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Marketplace Platform
Underlying revenue and net income up 30% & 14% YoY in FY 2025
During 4Q and FY 2025, Marketplace purchases increased 34% and 35% year-over-year. Marketplace demand continued to be led by e-Commerce including e-Grocery.
In 4Q 2025, Marketplace GMV increased 3% year-over-year to reach KZT1.9 trillion.
Underlying GMV increased 12% year-over-year. For FY 2025, Marketplace GMV increased 11% year-over-year to reach KZT6.7 trillion and 19% year-over-year on an underlying basis.
Value-added services revenue including Kaspi Delivery, Advertising and Classifieds
contributed to Marketplace take rate increasing to 10.9% and 10.5% in 4Q and FY 2025 up from 10.1% and 9.7% in the same periods in 2024.
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In 4Q and FY 2025, e-Commerce demand was strong with purchases up 70% and 83% year-over-year.
e-Commerce GMV increased 9% year-over-year to KZT947 billion. Underlying GMV increased 23% year-over-year. For FY 2025, e-Commerce GMV increased 16%
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year-over-year to KZT3.2 trillion and 27% year-over-year on an underlying basis. E-Grocery GMV increased 43% and 53% during 4Q 2025 and FY 2025 respectively.
In March 2025, the Kazakhstan government introduced new requirements to register imported smartphones. This caused country wide supply disruption. In the second half of 2025, new smartphone models including the iPhone 17 were not received in sufficient numbers. We expect smartphone demand to normalise in 2026, with year-on-year growth comps favourable from March 2026. Across other e-Commerce verticals GMV growth remains strong, and our competitive position is unchanged.
e-Commerce’s take rate increased 150 bps and 140 bps year-over-year in 4Q and FY 2025 to 13.1% and 12.7% respectively, due to fast growth in both advertising and delivery revenue. Advertising revenue increased 45% and 64% year-over-year during 4Q 2025 and FY 2025 respectively.
During 4Q and FY 2025, m-Commerce purchases were down 2% and 1% respectively, year-over-year.
During 4Q 2025 m-Commerce GMV declined 4% year-over-year to KZT837 billion, while
take rate was flat year-over-year at 9.4%. Excluding smartphones, GMV increased 3% year-over-year. For FY 2025, m-Commerce GMV increased 7% year-over-year to KZT2.9 trillion, with a 9.2% take rate up from 9.1% in 2024. Excluding smartphones, GMV increased 11% year-over-year. Modest m-Commerce GMV growth reflects the accelerating migration of consumers and merchants from m-Commerce to e-Commerce.
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Kaspi Travel’s GMV increased 6% year-over-year to KZT124 billion during 4Q 2025. Take rate increased by 20 bps year-over-year to 5.2%, due to growth in international Kaspi Tours. For FY 2025, Kaspi Travel’s GMV increased 14% year-over-year to KZT538 billion, with its take rate reaching 5.1%.
With Marketplace take rate up year-over-year and e-Grocery growing fast, 4Q and FY 2025 Marketplace revenue grew faster than Marketplace GMV growth and was up 13% and 23% year-over-year respectively. For 4Q and FY 2025, Marketplace revenue reached KZT267 billion and KZT900 billion respectively. Excluding smartphones, revenue increased 21% and 30% respectively, year-over-year during 4Q and FY 2025.
During 4Q 2025, Marketplace net income reached KZT107 billion, representing a 7% decline year-over-year. Net income growth below revenue growth reflects delivery costs for small ticket but frequently purchased items and the impact of lower revenue from smartphones. For FY 2025, Marketplace net income reached KZT369 billion, equivalent to a 6% increase year-over-year. Underlying net income increased 1% and 14% respectively in 4Q and FY 2025. Higher delivery fees and a recovery in smartphones GMV should contribute positively to net income growth in 2026.
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Fintech Platform
Underlying revenue & net income up 20% & 18% YoY in FY 2025
During 4Q 2025, TFV origination increased 4% year-over-year, to reach KZT3.1 trillion. For FY 2025, TFV increased 13% year-over-year, to reach KZT11.7 trillion.
Buy-Now-Pay-Later (BNPL) loans accounted for 41% of TFV in FY 2025, making them our most important Fintech Platform product. Merchant and Micro Business Finance is our fastest growing lending product, accounting for 18% of TFV during FY 2025.
Fintech yields of 6% and 24% during 4Q 2025 and FY 2025 were both flat year-over-year.
Our average net loan portfolio increased by 27% year-over-year, to KZT7.0 trillion in 4Q 2025. Over the same period, average savings increased by 16% year-over-year to KZT7.2 trillion. For FY 2025, average net loans and savings increased by 31% and 18% to KZT6.4 trillion and KZT6.7 trillion respectively. Our loan to deposit ratio increased to 95% in FY 2025 up from 88% in 2024.
During FY 2025, our cost of risk remained broadly stable year-over-year at 2.2%. Overall underlying credit trends remain strong and consistent.
Our NPL ratio of 6.1% in FY 2025 was higher than 5.4% in 2024 but should remain broadly stable this year. Lower coverage reflects the growing share of lower risk car and merchant loans in our portfolio.
Fintech revenue increased by 19% year-over-year to reach KZT420 billion during 4Q 2025. Fintech revenue growth benefitted from healthy levels of origination and stable
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yield trends year-over-year. For FY 2025, Fintech revenue increased 20% year-over-year to reach KZT1.5 trillion.
In 4Q 2025, Fintech’s net income increased by 4% year-over-year to KZT95 billion, with
healthy revenue growth partially offsetting higher deposit costs. Deposit cost of funding in the fourth quarter of 2025 increased 140bps compared to the same period in 2024 and deposit interest expenses increased 30% year-over-year. For FY 2025, Fintech net income increased by 9% year-over-year to KZT355 billion. Underlying Fintech net income increased 18% year-over-year in both 4Q and FY 2025.
Hepsiburada and Türkiye
Improving consumer metrics, translated into accelerating top-line growth. GMV increased 13% year-over-year in 4Q 2025 and 7% for FY 2025 to TRY71.5 billion and TRY212.7 billion respectively. GMV unadjusted for inflation increased 49% year-over-year in 4Q 2025 and 45% for FY 2025. Revenue increased 18% and 13% to TRY28 billion and TRY85 billion respectively over the same periods.
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Due to higher targeted investments, Adjusted EBITDA in Türkiye decreased to TRY1 million and TRY1.1 billion during 4Q and FY 2025 respectively.
Hepsiburada’s 4Q and FY 2025 financial results release can be accessed at: investor.hepsiburada.com
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We continue to work on securing the necessary regulatory approvals to acquire Rabobank A.Ş.
Full-year 2026 guidance
In 2026, our consolidated Kaspi.kz guidance includes Türkiye.
We expect smartphone demand to normalise this year and Marketplace in Kazakhstan to resume its normal growth trajectory in 2026. The headwind from high interest rates, can also become a tailwind in the future, although this is not assumed in our guidance.
Growth momentum in Türkiye is gathering pace and we deliberately intend to manage Hepsiburada to around Adjusted EBITDA breakeven in the near-term.
To better highlight the performance of our core operations, we are now providing Adjusted EBITDA guidance. This avoids distortions from varying country tax rates, different interest rate environments, regulatory changes and makes it easier to compare our key markets.
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4Q & FY 2025 Financial Results Conference Call
Monday, 2nd March 2026 at 8.00am EST (1pm GMT, 6.00pm Astana time).
To pre-register for this call, please go to the following link:
Register Now
You will receive access details via email.
For further information
David Ferguson, [email protected] +44 7427 751 275
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Kaspi.kz consolidated financial statements
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About Kaspi.kz
Kaspi.kz’s mission is to improve people’s lives by developing innovative mobile products and services. To deliver upon this we operate a unique two-sided Super App model – Kaspi.kz Super App for consumers and Kaspi Pay Super App for merchants.
Through these Super Apps consumers and merchants can access our leading Payments, Marketplace, and Fintech Platforms. All our services are designed to be highly relevant to users’ everyday needs and enable consumers and merchants to connect and transact between themselves.
The combination of a large, highly engaged consumer and merchant base, best-in-class, highly relevant digital products and a capex lite approach, results in strong top-line growth, a profitable business model and enables us to continue innovating, delighting our users and fulfilling our mission.
In January 2025, Kaspi.kz acquired a controlling stake in Hepsiburada, one of the leading e-commerce companies in Türkiye.
Harvard Business School has written two case studies on Kaspi.kz which it continues to teach to its MBA students.
Kaspi.kz has been listed on Nasdaq since January 2024.
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Use of Key Financial & Operating Metrics
Certain parts of this press release contain our key financial and operating metrics, which we do not consider to be non-IFRS financial measures. We use these metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. Our key operating metrics may be calculated in a manner different than similar key financial and operating metrics used by other companies. For definitions of our key financial and operating metrics please refer to “Other Key Financial and Operating Metrics” section of our latest 20-F.
Additional key financial and operating metrics used in this Release:
External Factors Excluded from Underlying Measures
For certain measures referred to throughout this earnings release as “underlying” which exclude certain external factors, the following is a description of such external factors:
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Non-IFRS Financial Measures
To supplement our results presented in accordance with IFRS, we present Adjusted EBITDA for both the Company and Hepsiburada on a standalone basis. The Company provides a reconciliation of Adjusted EBITDA, a non-IFRS financial measure for historical periods. However, the Company does not provide guidance on net income, and is unable to provide a reconciliation for its Adjusted EBITDA guidance range to net income without unreasonable efforts due to high variability and complexity with respect to estimating certain forward-looking amounts, the probable significance of which cannot be determined. The adjustments from net income for these forward-looking amounts include, for Adjusted EBITDA of the Company, earnings before interest revenue from other operations, interest expenses and fees from other operations, share-based compensation expense, other gains (losses), income tax expense, and depreciation and amortization expenses, and for Adjusted EBITDA of Hepsiburada on a standalone basis, taxation on income, financial income, financial expenses, depreciation and amortization, and monetary gain/(loss).
Exchange Rate Calculations
The Kazakhstani tenge (KZT) to US dollar ($) exchange rate used by us for the presentation of certain financial, operating and other data denominated in tenge and included in this presentation is KZT505.53 per $1 as of 31 December 2025. The Turkish lira (TRY) exchange rate used by us for the presentation of certain financial, operating and other data denominated in lira and included in this presentation is KZT11.8 per TRY 1 as of December 31, 2025.
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Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of the U.S. federal securities laws, which statements relate to our current expectations and views of future events. In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “may,” “might,” “will,” “expect,” “estimate,” “could,” “should,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “prospective,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. Therefore, you should not place undue reliance on these forward-looking statements. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, risks related to the following: our ability to attract sufficient new customers, engage and retain our existing customers or sell additional functionality, products and services to them on our platforms; our ability to maintain and improve the network effects of our Super App business model; our ability to improve or maintain technology infrastructure; our ability to successfully execute the new business model and reach profitability in certain of our operations; our ability to partner with sufficient new merchants or maintain relationships with our existing merchant partners; our ability to effectively manage the growth of our business and operations; developments affecting the financial services industry; our brand or trusted status of our platforms and Super Apps; our ability to retain and motivate our personnel and attract new talent, or to maintain our corporate culture; our ability to keep pace with rapid technological developments to provide innovative services; our ability to implement changes to our systems and operations necessary to capitalize on our future growth opportunities; changes in relationships with third-party providers, including software and hardware suppliers, delivery services, credit bureaus and debt collection agencies; our ability to compete successfully against existing or new competitors; our ability to integrate acquisitions, strategic alliances and investments and realize the benefits of such transactions; our ability to adequately obtain, maintain, enforce and protect our intellectual property and similar proprietary rights; risks related to Kazakhstan and the other countries in which we operate, including with regard to the evolving nature of the applicable legislative and regulatory framework and that of other jurisdictions in which we operate; our ability to obtain or retain certain licenses, permits and approvals in a timely manner; the significant influence of our existing shareholders and ability of ADS holders to influence corporate matters; differences between the rights of our shareholders, governed by Kazakhstan law and our charter, from the typical rights of shareholders under U.S. state laws; our ability to remediate additional material weaknesses (if any) in our internal control over financial reporting or those of certain of our subsidiaries and our ability to establish and maintain an effective system of internal control over financial reporting; dependence on our subsidiaries for cash to fund our operations and expenses, including future dividend payments, if any; lack of protections for ADS holders compared to those afforded to shareholders of companies that are not “foreign private issuers;” the fact that the price of our ADSs might fluctuate significantly and that any future sales or ADSs or common shares may negatively impact the stock price; and risks related to other factors discussed under Item 3.D.
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“Risk Factors” in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 10, 2025 and our other SEC filings we make from time to time.
We operate in an evolving environment. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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