---
schema_version: "secwatch.filing_event.v1"
accession: "0000924805-23-000027"
form_type: "8-K/A"
ticker: "FRHC"
cik: "0000924805"
company_name: "Freedom Holding Corp."
filed_at: "2023-02-27T23:59:59+00:00"
generated_at: "2026-06-19T00:20:47.767415+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Freedom Holding Corp. agrees to acquire Maxim Group for ~$400M in cash and stock

## Summary
- Total consideration ~$400M: $168M cash at close, $112M in exchangeable units, plus deferred/earnout payments.
- Transaction expected to close in H2 2023, subject to FINRA and SEC regulatory approvals.
- Robert Wotczak to become Executive Chairman of Maxim Group; Clifford Teller CEO; Chris Fiore remains President.
- Retention payments of up to $80M ($32M cash + $48M stock) for certain Maxim employees.
- Shares issued in the deal subject to 12-month lock-up; Sellers get registration rights.

## SEC filing metadata
- accession: 0000924805-23-000027
- form_type: 8-K/A
- ticker: FRHC
- cik: 0000924805
- company_name: Freedom Holding Corp.
- filed_at: 2023-02-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/924805/000092480523000027/0000924805-23-000027-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/924805/000092480523000027/frhc-20230215.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000924805-23-000027
- JSON: https://secwatch.observer/filing/0000924805-23-000027.json
- Plain text: https://secwatch.observer/filing/0000924805-23-000027.txt

## Key facts
- Material Agreements
  Freedom Holding Corp. entered into Membership Interest Purchase Agreement with Maxim Partners LLC, MJR Holdings, Inc., Wallace LLC and Michael Rabinowitz valued at $168 million in cash (the "Closing Cash Consideration") and $112 million in Exchangeable Units (effective 2023-02-15).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Maxim Partners LLC, MJR Holdings, Inc., Wallace LLC and Michael Rabinowitz
  - Value: $168 million in cash (the "Closing Cash Consideration") and $112 million in Exchangeable Units
  - Effective: 2023-02-15
  source text: On February 15, 2023, Freedom Holding Corp. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maxim Partners LLC (“Partners”), MJR Holdings, Inc. (“MJR Corp.” and, together with Partners, the “Sellers”), Wallace LLC and Michael Rabinowitz as the sellers’ representative for the indirect purchase by the Company of interests in Maxim Group LLC, a leading full-service investment bank, securities, and wealth management firm headquartered in New York (“Maxim”) and its registered investment advisory affiliate Maxim Financial Advisors LLC (“MFA”) . The transaction is intended to be an “Up-C” structure. Pursuant to the Purchase Agreement, (a) the Sellers will create a new holding limited liability company (“Newco”) and contribute all of the membership interests in Maxim and MFA to Newco (such that MFA and Maxim are wholly-owned subsidiaries of Newco) in exchange for membership interests in Newco; (b) the Company will purchase a majority and co
  evidence_url: https://www.sec.gov/Archives/edgar/data/924805/000092480523000027/0000924805-23-000027-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.