MRP.JO Hold R175.49 · Fair value R154 −12.2% Read verdict →
Kvasir Research · Equity Deep-Dive No. 01 · June 2026

Mr Price has halved. Is the market right — or is this the opportunity?

Since 2021, Mr Price has committed close to R17 billion to acquisitions. The earlier deals (Power Fashion, Yuppiechef, Studio 88) doubled its revenue and halved its return on capital. The latest and largest, a R9.4 billion bet on the German value-fashion chain NKD, is the one the market likes least. This report works through fourteen years of accounts, the incentives written into the pay scheme, and a valuation built one business at a time, to answer a single question: what is Mr Price actually worth?

Mr Price Group · JSE: MRP  ·  Consumer Discretionary — Value Retail  ·  Published 24 Jun 2026
MRP.JO JSE · MR PRICE GROUP Hold
Price · 19 Jun 2026
R175.49
≈ 12× FY26 HEPS
Fair value · base
R154
−12.2%
Prob-weighted
R167.5
−4.6%
SOTP-DCF · WACC
14.5%
β 0.85 · TV g 5%
The call, tracked Live · EOD
Published
R175.49
19 Jun 2026
Share price now
R178.44
15 Jul 2026
Since published
+1.7%
vs published price
To our fair value
−13.7%
Hold · FV R154
Pub R175 FV R154 19 Jun 15 Jul

Share price since publication against our R154 fair value, updated nightly from exchange closing prices. This tracks our call against reality; it is not advice. See the full disclaimer below.

01

Executive Summary

In December 2024, Mr Price traded near R300 a share. Today it sits at R175.49, down roughly 40%. The steepest single drop came the day management announced it was buying NKD, a German value-fashion chain, for €478 million: the market marking down the offshore pivot the moment it was unveiled. Whether that judgement is right is the question this report sets out to answer.

Mr Price is still a high-quality retailer, but one that spent five years buying revenue at the cost of its returns. On a strict, lease-honest valuation the shares are worth about R154 on the base case, roughly 12% below what they cost today; once the full range of outcomes is weighted, the expected value sits close to the price. The bulls hoping for a fallen compounder on sale are too early; the bears who wrote it off as a broken roll-up are too harsh. It is a good business at a full, but no longer unreasonable, price.

Two eras, one question

From FY2016 to FY2021, Mr Price was a fortress. Return on capital ran between 50% and 68%, operating margins sat near 18%, and the balance sheet held net cash. It was also going nowhere: headline earnings barely moved across those six years. Management's answer was to grow by acquisition. The completed deals (Power Fashion, Yuppiechef and Studio 88) cost roughly R8 billion. Group revenue doubled to R41 billion, but the operating margin fell to 14%, ROCE halved to about 22%, earnings growth slowed to 6.4% a year, and a debt-free balance sheet took on R7 billion of term loans. NKD, at R9.4 billion, is the next and biggest step. The question follows directly: has the buying diluted a great business into a merely good one, or is the move into Europe the one that finally makes diversification pay?

The pivot bought revenue, not returns. The bull case now has to come from somewhere new, from NKD and a recovery in the South African consumer, because the old engine will not re-accelerate on its own.

What it's worth

We value Mr Price as a sum of its parts. The South African business is discounted in rand at a cost of capital of about 14.5%, built from the ground up on the South African ten-year bond yield near 8.4%, a properly-derived equity risk premium of about 8.5%, and a beta of 0.85 to the JSE; NKD is valued in euros at roughly 8.5% and then converted to rand. One choice matters more than any other here. We treat store leases as the operating cost they are, charging the full cash rent against profit, rather than as debt. Done the other way, leases flatter a growing retailer and produce the higher targets that circulate elsewhere. On our numbers the base case is R154 a share, about 12% below the current price. Weighting the four scenarios by probability, which gives full credit to the NKD and rate-cut upside, the expected value is R167.5, only a few percent below where the share trades.

Mr Price does look cheap against its peers, but that gap is not a mispricing waiting to close. It is the discount the market puts on South African risk, and most of it is deserved. The optionality is real, NKD delivering on its margin plan, interest-rate cuts at home, a recovery in the local consumer, and any one of them would move the shares. You are being asked to pay roughly fair value for that optionality rather than handed it for free, but you are no longer being overcharged for it, and the market itself already tested below our base case at the R147 low in early June. That is why our rating is Hold: a good business at a full but defensible price, worth accumulating nearer R140 to R150, where the optionality comes closer to free.

Exhibit — Probability-weighted scenarios · fair value per share vs R175.49
Bear
R122
−30.5%
NKD stalls, weak consumer, WACC 15.5%
25% weight
Base
R154
−12.2%
Cautious recovery, richly priced
40% weight
Bull
R198
+12.8%
NKD delivers + consumer recovery
25% weight
Blue-sky
R259
+47.6%
Rate cuts + full re-rate
10% weight
FY26 retail sales
R41.1bn +4.3%
FY26 operating profit
R6.0bn
FY26 HEPS
1 453.9c
ROCE · M&A era
~22% was 50–68%
Acquisitions · incl. NKD
~R17bn
NKD consideration
€478m R9.4bn
Term debt · gross
R7.0bn term loans
Top holders
PIC 17.5% · N91 14% · Fairtree 4.9%
02

Company Overview

Mr Price Group is one of South Africa's largest fashion retailers and the most profitable of its listed value-apparel peers. It sells clothing, homeware, phones and airtime through more than 3,180 stores and a growing online channel, almost entirely for cash, to a middle-income customer who shops on price. In FY2026 the group recorded R41.1 billion in retail sales and R6.0 billion in operating profit, across three reporting segments: Apparel, Home, and Financial Services & Telecoms.

Three segments, ten trading brands

Apparel is the engine. At R32.8 billion it is about 77% of group revenue, and it holds both the original business and most of what management has acquired. The namesake Mr Price chain is still the single largest brand, but its share of group sales has slipped from 60% a decade ago to about 42% today as the acquisitions filled in around it. Studio 88, bought in 2022, is now the second-largest brand and the biggest by store count at just over a thousand outlets; it sells branded leisure and sportswear (Studio 88, SideStep, Skipper Bar, John Craig) to the aspirational-value shopper. Power Fashion holds the deep-value end, Mr Price Sport sells athletic wear, and Miladys dresses an older woman.

Home is the second segment at R6.9 billion, roughly 16% of revenue. Mr Price Home and Sheet Street cover everyday homeware and textiles, while Yuppiechef, acquired in 2021, reaches a higher-income kitchenware customer online and through a small store base. As later sections show, Home is also where most of the margin damage of the past five years sits.

Financial Services & Telecoms is the smallest segment at R2.6 billion, about 6% of revenue, and the highest-margin. It pairs Mr Price Money (store cards, insurance and related products) with Mr Price Cellular, a fast-growing telecoms arm that sells airtime and connectivity alongside Salt, its own budget smartphone range priced from around R1,000. Salt is the value-retail formula applied to electronics: cheap, own-brand and network-tied.

Exhibit — Segments and brands · FY2026 retail-sales share and store count
Brand% of retail salesStores
Apparel · R32.8bn revenue · 16.1% operating margin
Mr Price Apparel41.9%683
Studio 88 SideStep · Skipper Bar · John Craig21.6%1,006
Power Fashion6.9%354
Mr Price Sport5.3%186
Miladys3.9%271
Home · R6.9bn revenue · 12.3% operating margin
Mr Price Home11.0%238
Sheet Street4.2%333
Yuppiechef1.6%25
Financial Services & Telecoms · R2.6bn revenue · 23.9% operating margin
Mr Price Cellular & Powercell airtime, connectivity, Salt own-brand phones3.6%86
Mr Price Money credit, insurance
Group total100%3,182

Mr Price Money earns financial-services income (credit interest, insurance and fees) rather than retail sales, so it carries no retail-sales share or store count; the segment revenue above includes that income. Source: Mr Price Group FY2026 results and FY2025 Integrated Report.

A cash business in a credit industry

The most important fact about Mr Price is how it gets paid. Close to 90% of sales are settled in cash, the highest proportion among the large South African apparel retailers and a long way from the credit-led models at Truworths or TFG. That single choice runs through the whole business. Bad debts are small, the balance sheet carries little consumer-credit risk, and reported profit turns cleanly into cash. It also makes Mr Price a trade-down beneficiary: when the consumer is squeezed, a value retailer that is not relying on extending credit tends to hold up better than most.

From one store to three thousand

The Mr Price brand opened in 1985 and spent its first three decades growing into a fortress, with high returns, net cash, and steady expansion of a tightly run, vertically sourced model. By FY2021 the group ran about 1,600 stores. What changed after that is the subject of this report. Between 2020 and 2022 management bought Power Fashion, Yuppiechef and 70% of Studio 88 (a stake it raised to 100% by March 2026), pushing the store base past 3,000 and adding close to a third of today's sales. In late 2025 it announced the largest step yet, the R9.4 billion move into Europe through NKD. Store count, brand roster and geography have all roughly doubled in five years. Whether returns follow is the question the rest of this report works through.

03

Industry & Consumer Backdrop

Mr Price sells into a market that does not grow much. South Africans spent about R186 billion on clothing and footwear in 2025, measured in constant 2015 prices, and that figure has compounded at roughly 3% a year in real terms since 2018. It is a large, mature market, fought over by a handful of big chains, in which the customer is price-sensitive and trades down readily. The value end, where Mr Price and Pepkor sit, is the part that holds up best when money is tight.

Exhibit — South Africa's real clothing & footwear market · constant 2015 prices, R billion
200 180 160 140 120 −15% flat +7% 2018 2019 2020 2021 2022 2023 2024 2025

Source: South African Reserve Bank, final consumption expenditure by households, clothing and footwear (series 6056Y), constant 2015 prices.

A market that stalled, then turned

The real story of the past few years is in the shape of that line. The market fell almost 15% in 2020 as COVID closed stores, recovered strongly through 2021 to 2023, then went flat in 2024, barely moving from R174.9 billion to R174.7 billion, before rebounding close to 7% in 2025. That 2024 stall matters for our analysis. Mr Price's own comparable-store volumes were weak in exactly those years (Section 04), and the easy reading would be that the company was losing ground. The national accounts say otherwise: the whole market stopped growing in 2024, so the soft volumes were an industry condition, not a company failure. Two independent sources, Mr Price's like-for-like sales and the Reserve Bank's national data, point the same way.

The consumer: squeezed, but turning

The backdrop to all of this is a consumer with little to spend. Real household consumption has grown only about 1.3% a year over the past three years, slower than the population, so spending per person has gone backwards. Unemployment sits near a third of the workforce. The picture is starting to improve, though. Interest rates have begun to fall, the two-pot retirement reform has released cash into household budgets, and StatsSA's late-2025 data shows household spending up 1.2% and clothing up 2.4%. None of this is a boom. It is the difference between a consumer who is shrinking and one who is slowly recovering, and that shift is one of the swing factors in our valuation.

A low-growth economy rewards the value model

South Africa's economy has grown at well under 1% a year for most of the past decade, and few expect that to change soon. In that environment the retailers that win are the ones customers turn to when budgets are tight: cash-based, value-priced, defensive. Pepkor is the scale leader of that segment with around 5,700 stores; Mr Price is smaller but more profitable, and the clearest listed play on the value-and-cash model. The weak economy is why our forecast has Mr Price growing comparable sales at only about 3 to 4% a year, most of it price rather than volume. A genuine consumer recovery would be upside to that, not the base case.

04

The Two Eras

Mr Price has lived two lives over the past decade, and the line between them runs through 2021. Before it, the company was a high-return, cash-rich machine that grew slowly. After it, management chose to grow quickly by acquisition. The numbers on either side of that decision tell the whole story.

The fortress, and what came after

The first era, FY2016 to FY2021, was a fortress. Mr Price earned returns on capital between 54% and 68%, ran operating margins near 18%, and held net cash. The catch was growth: retail sales crept up just 2.6% a year, and headline earnings finished FY2021 almost exactly where they had started in FY2016. The second era, FY2021 to FY2026, is the mirror image. Sales compounded at 13.7% a year and the store base nearly doubled, but every measure of quality moved the wrong way.

Exhibit 1 — Two eras: the returns scorecard
MetricFortress · FY16–21M&A era · FY21–26
Retail-sales growth (CAGR)+2.6% / yr+13.7% / yr
Headline EPS growth (CAGR)~0% / yr+6.4% / yr
Operating margin~17–18%14.2%
Return on capital employed54–68%~22%
Return on equity38–50%~26%
Capital deployed (M&A era)~R17bn M&A · R8.8bn dividends

Source: Mr Price Group annual reports and Six-Year Review; Kvasir calculations.

Read the two columns together and the trade is plain. Mr Price spent roughly R17 billion on acquisitions to turn a 2.6% grower into a 13.7% grower, and in doing so cut its return on capital from the high fifties to about 22% and its operating margin by close to four points. The company bought growth and paid for it in returns. Across the full decade, through both eras, headline earnings compounded at barely 3% a year.

Growth, bought and priced

It is worth being precise about where that 13.7% of sales growth came from, because very little of it came from selling more things to more people. About a third of FY2026's retail sales, some R12 billion, sits in brands the group did not own in 2020: Studio 88, Power Fashion and Yuppiechef. That is growth bought outright. Most of the rest was price. Strip selling-price inflation out of like-for-like sales, and the implied change in comparable volumes was negative in four of the last five years.

Exhibit 2 — Organic growth was price, not volume
Like-for-like decompositionFY22FY23FY24FY25FY26
Comparable (like-for-like) sales+14.1%−3.4%+1.8%+3.4%+1.1%
Selling-price inflation−6.4%+15.1%+12.2%+3.7%+3.8%
Implied comparable volume+22%−16%−9%~0%−3%

Source: company trading updates (like-for-like and selling-price inflation); implied volume is the residual. Kvasir calculations.

In FY2026, total unit sales grew just half a percent. This matters for the thesis. If the organic engine is not actually shifting more units, the case for the shares cannot rest on the existing South African business reaccelerating. It has to come from somewhere new, which is why the NKD acquisition and a genuine consumer recovery carry so much weight in the valuation later on.

Where the margin went, and why it is worse than it looks

The margin decline is the part most worth understanding, because it is structural rather than a blip, and because the reported number understates it. Operating margin fell from about 18% in FY2016 to 14.2% in FY2026. But reported margin flatters a lease-heavy retailer. Until FY2020, store rent was charged in full against operating profit. From FY2020 the IFRS-16 accounting standard moved most of that rent below the operating line, lifting the reported margin even as the economics worsened. In FY2019, the last year before the change, the accounts carried a single, plainly visible operating-lease line of R1.5 billion; the equivalent cash rent today is roughly R3.3 billion, but the standard now scatters it into depreciation and interest, where it no longer touches the headline margin. Charge the full cash rent the old way and Mr Price's true FY2026 operating margin is closer to 12.6%.

Exhibit 3 — Operating margin: reported vs rent-as-opex · %
18 16 14 12 10 IFRS-16 adopted 14.2% 12.6% Rent-as-opex (true) Reported (IFRS-16) '16 '17 '18 '19 '20 '21 '22 '23 '24 '25 '26

Source: company filings; lease data per Mr Price's cash-flow statements. Rent-as-opex margin = reported EBIT + right-of-use depreciation − cash lease payments (Kvasir).

The two lines track each other until 2020, then split. The gap between them is the rent that IFRS-16 lifted out of operating profit. Underneath the accounting, the deterioration is concentrated in one place. The Home segment's operating margin collapsed from 21% in FY2021 to about 12% by FY2024, as a squeezed middle-income consumer pulled back on discretionary homeware, post-pandemic inventory forced heavy markdowns, and the Yuppiechef and Sheet Street omni-channel build weighed on returns. Apparel held up better but was diluted roughly three points by the lower-margin Studio 88 and Power Fashion mix. The bull case here needs a real Home recovery and a margin lift in the acquired brands, not just "mix normalising".

The cash machine is real, just smaller than it looks

For all that, the quality at the core is genuine, and it shows up in cash. Mr Price converts earnings into cash cleanly, with almost none of the accrual flattery that props up weaker retailers. The one honest adjustment is the same lease point: reported free cash flow looks like R6.9 billion in FY2026, but R3.3 billion of it walks straight back out as store rent, which the cash-flow statement parks down in financing. Deduct the rent properly and true free cash flow is about R3.6 billion.

Exhibit 4 — Free cash flow, before and after honest rent · Rm
Free cash flowFY24FY25FY26
Reported FCF (operating cash flow − capex)6,2317,6126,897
Less cash rent paid (lease capital + interest)−2,780−3,033−3,273
True free cash flow (rent-as-opex)3,4514,5793,624

Source: Mr Price FY2026 cash-flow statement; lease payments split into capital and interest per the financing section. Short-term, low-value and holdover lease rent (~R0.2bn) is already expensed within operating cash flow, so the figures above capture the full economic rent. Kvasir calculations.

That R3.6 billion is the number that matters, and it is the figure our valuation is built on. It comfortably covers the R2.4 billion dividend, and it is real cash: the inventory that fills the growing store base was funded by suppliers through payables, not drained from the bank. A high-quality cash engine, then, just a smaller one than the reported figures suggest, and now carrying the debt and the execution risk of a R9.4 billion move into Europe.

05

Capital Allocation & the Pivot

The last five years of Mr Price are, more than anything, a capital-allocation story. Management took a debt-free, cash-generative business and spent about R17 billion buying other companies. Whether that was money well spent is the question this section answers, and the honest answer is: mostly not, at least not yet.

The scorecard

Four deals account for almost all of it. Between 2020 and 2022 the group bought Power Fashion at the deep-value end of apparel, Yuppiechef in premium kitchenware, and a controlling 70% of Studio 88, South Africa's largest independent branded-apparel retailer. Then came two much larger steps: buying out the rest of Studio 88, and the R9.4 billion move into Germany through NKD.

Exhibit 5 — The M&A scorecard, FY2021–26
AcquisitionPeriodConsideration
Power Fashion, Yuppiechef, Studio 88 (70%) deep-value apparel, premium kitchenware, branded-value chain2020–22~R5.3bn
Studio 88, remaining 30% to full ownership no new sales; minority buy-out, final tranche debt-funded2025–26R2.4bn
NKD, Germany 2,108-store European value-fashion chainclosing 2026R9.4bn
Total deployed · adding ~R12bn of sales (a third of the group)FY21–26~R17bn

Source: Mr Price Group SENS announcements and annual reports; NKD consideration €478m at ~R20/€. Kvasir calculations.

Together these added close to R12 billion of annual sales, about a third of the group, and took the store base from roughly 1,600 to over 3,000. On the top line, the strategy worked exactly as intended: revenue doubled.

But the returns went the wrong way

The problem is what that revenue earns. The acquired businesses are structurally lower-return than the Mr Price brand they were bolted onto. Studio 88 and Power Fashion carry lower margins, and Yuppiechef is still finding its feet. Spending R17 billion to add R12 billion of lower-quality sales is, almost by definition, dilutive to returns, and the numbers confirm it. The legacy Mr Price business earned returns on capital in the fifties and sixties. The group as a whole now earns about 22%. The pivot did not just slow the company's returns; it roughly halved them.

The Studio 88 manoeuvre

One deal deserves a closer look, because it shows how the incentives work. Mr Price took Studio 88 to full ownership in two steps: a further 9% for R770 million in early 2025, then the final 15% for R1.66 billion right at the FY2026 year-end. Those two steps, R2.4 billion in total, did not grow the business at all. Mr Price already controlled and consolidated Studio 88; buying out the minority simply moved a slice of profit that used to belong to the former owners into the line attributable to Mr Price's own shareholders. That lifts headline earnings per share without adding a single rand of sales, and the final tranche was funded partly with debt. It is accretive to the number the pay scheme rewards, and neutral, at best, to the return on capital. We come back to that tension in the next section.

Dividends, and the road not taken

On the other side of the ledger, Mr Price returned about R8.8 billion to shareholders in dividends over FY2021 to 2025, a steady payout of around 60% of earnings. What it did not do is buy back stock in any size. That is a defensible choice, but it sharpens the capital-allocation question. Roughly R17 billion went into acquisitions that diluted returns; the same capital, returned to owners or reinvested at the legacy business's rates, would arguably have compounded per-share value faster. The decade's headline-earnings growth of barely 3% a year is the scoreboard.

None of this makes Mr Price a bad business. It makes it a good business whose management chose scale over returns, and was paid to choose it. The pay scheme, which we turn to next, rewards exactly the headline-earnings growth that the acquisitions and the minority buy-out produce, even as the return on that capital fell by half. That is the real story of the second era.

06

Governance & Remuneration

Executive pay is one of the more honest documents a company produces, because it shows what the board actually rewards rather than what it says it values. At Mr Price the pay scheme tells the same story as the numbers: it pays for growth in earnings per share, and it has been notably forgiving about the returns earned on the capital that produced them.

Built around one number

Executive pay is heavily variable, with around four-fifths of the chief executive's package at risk against performance. On the face of it, that is exactly what shareholders should want. The question is what the performance is measured against, and the answer, overwhelmingly, is headline earnings per share. It drives roughly three-quarters of the financial half of the annual bonus, and it is one of five conditions in the long-term plan. No single metric carries more weight.

This matters because of what the previous section showed. Headline earnings per share is precisely the figure that acquisitions and the Studio 88 minority buy-out flatter: bolt on an earnings-accretive business, or buy out a minority, and the number rises whether or not returns on capital improve. The incentive and the strategy pull in the same direction, which is rarely a coincidence.

The return target that bites on nothing

The long-term plan does include a return-on-capital condition, added in FY2025 in apparent answer to exactly this criticism. It rewards five equally weighted measures, each scaling from a threshold payout to a maximum. It is worth reading closely.

Exhibit 6 — The long-term incentive: five conditions, and what each pays out
Performance conditionThreshold · 80%Target · 100%Stretch · 150%Max · 200%
Headline EPS growth over real consumer spending (~1% / yr)+2%+3%+4%+5%
Return on capital employed reported FY2025: 22.2%19.4%20.0%20.5%21.0%
Sales growth over Stats SA retail+0%+1%+2%+4%
Cash conversion70%75%80%85%
Non-financial scorecard % of metrics improved50%60%70%80%

Source: Mr Price Group FY2025 remuneration report (return on net worth replaced by ROCE; earnings and sales-growth targets amended "to reflect performance"). The company's reported FY2025 ROCE, on the same six-year-review definition, was 22.2%, above the 21.0% maximum.

Start with the return-on-capital row, because it is the newest. In FY2025 the board replaced its previous return measure, return on net worth, with return on capital employed, using the same definition the company reports in its own six-year review. The hurdle is forward-looking, measured over the three years to FY2027, and it tops out at 21.0%. The difficulty is the level it was set at. The company reported 22.2% in FY2025, the very first year of that three-year window, already above the maximum. With the ceiling effectively cleared in year one, full vesting on this measure now asks only that returns hold roughly flat, or even slide, over the two years that follow. A condition meant to enforce capital discipline instead pays out in full while returns decline.

Undemanding by design

The same softness runs through the rest, and the board's own language gives it away. Revising the plan in FY2025, it amended both the earnings and the sales-growth targets, in its words, "to reflect performance", which is to say it moved the bars down to match what the company had been achieving. The earnings target is pegged to real household consumer spending, up barely 1% a year, which puts the hurdle at roughly 3% to 6%. In FY2025 actual headline earnings beat not the target but the maximum, 1,424 cents against a 1,402-cent cap, the signature of a bar set too low. The board also declined to use return on invested capital at all, reasoning that retail is not capital-intensive, an argument that was more comfortable before the group spent R17 billion on acquisitions and took on R7 billion of debt.

Shareholders have noticed

The owners did register the point, and forcefully. At the FY2024 annual meeting roughly 42% of votes were cast against the remuneration implementation report, with only 58% in favour, a serious protest by any measure. The board responded with real engagement and a set of changes, the switch to return on capital among them, alongside a minimum-shareholding requirement for executives. Turnout nearly doubled and support recovered to around 79% at the FY2025 meeting. The revolt forced genuine improvements in process and disclosure, and credit is due for the response. It did not, however, make the targets demanding, and shareholders have said so themselves: among the concerns the company records for the year is that its FY2026 performance targets were "not sufficiently stretched relative to previous years," with the earnings hurdles not properly aligned to the group's own medium-term goals. As the table above shows, part of what won the vote back was recalibrating the bars "to reflect performance" rather than raising them.

Pulled together, the governance picture is not one of misconduct. It is subtler, and for an investor more useful: a capable management team operating inside a pay scheme that rewards the size of earnings far more than the quality of them. That is the engine underneath the second era, and it helps explain why a company that halved its return on capital kept doing more of what halved it.

07

Ownership

Mr Price has no controlling shareholder, no founding family with a blocking stake, and no single owner who sets its direction. Like most large South African companies, it is owned by institutions, and the names at the top of its register say something about both who is accountable for the decisions in this report and whose money is funding them.

Exhibit 7 — Major shareholders
ShareholderStake
Public Investment Corporation manages the Government Employees Pension Fund17.5%
Ninety One South African asset manager14.0%
Fairtree Asset Management South African asset manager4.9%
Remainder · other institutions, index funds and retail~64%

Source: Mr Price Group FY2025 annual report, register of major shareholders.

Institutional, and state-anchored

The largest shareholder, at around 17.5%, is the Public Investment Corporation, which manages the Government Employees Pension Fund. In plain terms, the single biggest owner of Mr Price is the retirement savings of South Africa's public-sector workers. Behind it sit two of the country's better-known active managers, Ninety One at around 14% and Fairtree near 5%. The rest is dispersed among other institutions, index funds and retail investors. There is no founder block and no family trust with control, nothing to anchor the long term other than the board and the owners it answers to.

What it means for this report

Two things follow. First, accountability runs entirely through the institutions and the annual vote, which is exactly why the pay scheme in the previous section matters, and why the FY2024 revolt against it, when roughly 42% of votes were cast against the implementation report, carried weight: it came from this same professional ownership base, and it forced the board to change course. With no founder to impose capital discipline, the shareholder vote is the only real check, and it has already been used in anger. Second, and more pointedly, the R9.4 billion bet on Europe is being made substantially with public-pension money. The largest backer of an offshore expansion that diluted returns and added debt is the fund that South Africa's teachers, nurses and police officers rely on for their retirement. That raises the stakes on execution in a way a privately controlled company would not face.

None of this changes the numbers, but it frames them. Mr Price is a professionally owned, professionally run company whose owners are watching closely and have already registered their unease. The offshore bet will be judged by those owners, and a meaningful share of the downside, if it comes, lands on a public pension fund.

08

Relative Valuation

The sections so far have measured Mr Price against its own past. This one measures it against the market it trades in. South Africa has five large listed clothing retailers, and they make a useful comparison set precisely because each took a different road. Pepkor built a value-apparel empire on sheer scale. The Foschini Group leaned on a credit book and a shelf of offshore brands. Truworths is, in practice, a lender that sells clothes. Woolworths sits across food and fashion at the premium end. Set them side by side and the picture is an awkward one for the shares. Mr Price is the best operator in the group on the measures that matter, yet the market gives it no credit for that. Two of its peers do trade on lower multiples, but their cheapness prices risk rather than reward, as the next pages explain, and against the one business built the same way Mr Price is, it trades at a slight discount.

The table below lines up where each retailer trades against how well each one runs. The left side is price: the earnings multiple, the cash-flow multiple, book value and dividend yield. The right side is quality: the operating margin the business actually earns and the share of its sales it takes in cash rather than on credit.

Exhibit 8 — SA clothing retailers: price vs quality, mid-June 2026
Retailer P/E EV/EBITDA P/B Div yld Op margin Cash sales
Mr Price the operator 12.1×5.3×2.95× 5.2%14.2%89%
Pepkor value-apparel scale 13.1×6.2×1.23× 2.5%11.6%84%
The Foschini Group credit + offshore brands 5.8×3.2×0.73× 6.7%10.1%82%
Truworths retailer-lender 7.1×4.4×1.87× 9.1%13.6%154%
Woolworths food + premium fashion 18.9×27.1×4.24× 3.7%~10%383%

Source: company filings; Kvasir calculations. Prices: Mr Price R175.49 (19 Jun 2026), peers 11 Jun 2026. EV uses net debt including lease liabilities and EBITDA on the IFRS-16 basis, kept consistent across the group. 1 Truworths trading margin on merchandise, excluding its R1.35bn of credit-interest income; it earns roughly 37% of pre-tax profit from lending. 2 on depressed earnings (HEPS roughly halved FY23–FY25). 3 Fashion, Beauty & Home segment.

Two readings come straight off it. Mr Price earns the highest operating margin in the group, 14.2%, and takes 89% of its sales in cash, the cleanest mix of any of them. On the conventional measures of how a retailer is run, it sits at or near the top. The cleanest comparison is Pepkor, the one true value-apparel twin: the same low-price, high-volume model selling to broadly the same customer. Mr Price out-earns it on margin and carries far less debt, and still trades cheaper on both the earnings and the cash-flow multiple, 12.1 times against 13.1 and 5.3 times against 6.2. The better-run of two near-identical businesses is the one the market values less.

Woolworths is the apparent exception, trading at 19 times, but it is not a clean comparison and is better read as context than as a benchmark. That multiple is a group figure, and the group is mostly a defensive food business plus an Australian arm; pure South African fashion is barely a third of it. A grocery multiple wearing a fashion label says little about how the market prices a value-apparel retailer. Set Woolworths aside and look only at the pure-play apparel names, and a pattern appears that matters for the valuation later: none of them earns a premium for quality. The whole shelf trades between roughly 6 and 13 times, more or less regardless of how well the business underneath is run.

The quality the screen misses

The cheap names are cheap for reasons, and it is worth saying what they are before reading too much into a low multiple. Truworths at 7 times earnings looks like the bargain of the group until you see how it makes its money. Close to half its sales are on store credit, and roughly 37% of its pre-tax profit comes from interest on that book rather than from selling clothes. It is part retailer, part unsecured lender, and lenders trade on low multiples because their earnings carry credit risk. The Foschini Group, cheaper still at under 6 times, runs a large credit book of its own alongside the offshore brands covered in the next section, several of which have been written down. Those low multiples are the market pricing risk, not handing out value.

Against that backdrop Mr Price's 11% credit exposure is a feature rather than a gap. Its earnings are the cleanest in the peer set: cash sales, no meaningful reliance on lending income, and the least to go wrong in a credit downturn. A screen that ranks on headline P/E buries that distinction. Read on the measures that matter, Mr Price is the highest-quality, lowest-risk earner in the group, and it is priced in the middle of it.

Exhibit 9 — Quality vs price: where the peer set sits
10% 12% 14% Operating margin — quality → EV/EBITDA — price ↑ Pepkor TFG Truworths Woolworths Mr Price

Source: Exhibit 8 (operating margin, EV/EBITDA). If price tracked quality the dots would rise from bottom-left to top-right; instead the most profitable operator in the set, Mr Price, sits below both Pepkor and Woolworths on price.

Mr Price is the cheapest quality name on the shelf. That is not the same as being cheap.

The tension this report has to settle

Here the relative view and the absolute view part company, and it is better to confront that now than to paper over it. Against its peers, Mr Price looks underpriced: more quality for less money. Yet the discounted cash-flow valuation in Section 11 reaches the opposite conclusion, that the shares sit above what the business is worth. Both can be true at once, and the reason they are is the most important idea in this report.

A relative valuation only ever says one thing: how an asset is priced against other assets in the same market. Every company in that table is discounted at South Africa's cost of capital, a required return of roughly 14.5% built on an 8.4% risk-free rate, a properly-derived equity risk premium of about 8.5%, and the added risk of owning equities here. Judged on that shared yardstick, Mr Price is genuinely the cheapest quality name on the shelf. But the shelf itself is marked down. "Cheaper than Pepkor" is not the same as "worth more than its share price", because both are priced off the same high required return. The relative-value case is real, and it is conditional: it turns into actual upside only if that required return falls, which means interest-rate cuts, or if the growth rate rises, which means the Europe acquisition delivers. Without one of those, a cheap-looking multiple on a business that has to clear a 14.5% hurdle is simply the fair price of country risk, not a discount waiting to close.

That is the bridge between the two halves of this report. The relative work says Mr Price is the pick of a marked-down sector. The absolute work, which the next three sections build toward, asks whether the sector's price is the right one, and puts a number on what has to go right for today's R175 to be justified.

09

NKD — The Europe Engine

Everything so far points to one conclusion: the case for Mr Price's shares cannot rest on the South African business it already owns. The organic engine is barely shifting more units, the margin has been falling for a decade, and against its peers the stock is cheap only in the conditional sense that the whole sector is marked down for country risk. For the shares to be worth more than they cost today, something has to change the trajectory. Management's answer is a 60-year-old German retailer called NKD, and the R9.5 billion bet on it is the single most important variable in this valuation.

What Mr Price actually bought

NKD is a value apparel and homeware retailer headquartered in Germany, with 2,108 stores across seven Central and Eastern European countries: Germany, Austria, Italy, Croatia, Slovenia, the Czech Republic and Poland. It sells mostly its own private-label clothing for the whole family, deliberately low on fashion risk, out of small stores averaging around 300 square metres in smaller towns where rent is cheap. It takes its money in cash rather than on credit. Strip away the language and it is recognisably the same animal as Mr Price: a no-frills, low-price, high-volume operator that wins on cost discipline rather than on being fashionable. That is precisely why it fits. Management spent two years searching for the next growth platform and chose a business built the way its own is built.

The timing has a tailwind behind it. Value retail is taking share across Europe, where it now accounts for roughly 22% of the total retail market and is growing faster than retail as a whole, the same structural shift toward trading down that has favoured Mr Price at home. NKD has a 60-year history, more than 10,000 staff, and a management team that, importantly, stays in place after the deal.

Exhibit 10 — The NKD acquisition at a glance
TargetNKD · German value apparel & homeware
Stake acquired100%
Enterprise value€500m · ~R9.9bn
Equity consideration€478m (max €487m) · ~R9.5–9.7bn
Valuation multiple11.1× pre-IFRS-16 EBITDA · 0.73× sales
FundingExisting cash + R7.0bn term loans, currency-hedged
SellerTDR Capital · 7-year hold
Signed · completed9 Dec 2025 · 31 Mar 2026
NKD FY2024€685m sales · €45m EBITDA · €13m profit
Combined group, pro forma~R53bn sales · 5,000+ stores · 40,000+ staff

Source: Mr Price Group acquisition announcement (SENS, 9 Dec 2025). Rand figures at the deal-date rate of €1 = R19.84. EBITDA multiple on the pre-IFRS-16 (post-rent) basis used throughout this report.

A fair price, for once

The first thing to note is the price, because it is the part most clearly in Mr Price's favour. An enterprise value of €500 million works out to about 11 times NKD's pre-IFRS-16 earnings before depreciation, and just 0.73 times its sales. For a profitable, growing retailer that is a reasonable multiple, not the top-of-market figure that has sunk so many South African forays abroad, a contrast the next section will make uncomfortably specific. The deal is funded with existing cash and R7 billion of new term debt, hedged into rand, which is what tipped Mr Price out of its long-held net-cash position. The combined group will turn over around R53 billion and run more than 5,000 stores. On price alone, this is a disciplined purchase.

The value lever is a margin, not a market

Here is the part that decides whether the bet works, and it is narrower than the headline "expansion into Europe" suggests. NKD's sales are expected to grow only modestly, management guides to roughly 6.5% a year toward about €1 billion by 2030. The real prize is the margin. NKD earns an operating margin of about 4% today, and management's plan is to roughly double it, to somewhere between 8% and 10%. Almost the entire value of the acquisition lives in that one move.

The target at least has precedent. Europe's established value retailers earn operating margins in the low double digits. Primark, the volume leader, made 11.9% in its 2025 financial year; Poland's LPP, the owner of Reserved and Sinsay, around 11%; and Action, the region's discount champion, an EBITDA margin near 15% that implies an operating margin well above NKD's. So the 8 to 10% Mr Price is aiming for is the floor of the peer range rather than the ceiling, and the goal itself is not a fantasy. The catch is the distance to it: NKD has to climb from roughly 4% to reach a level its best competitors already clear, and the next section is, in effect, a catalogue of South African retailers who promised that same kind of margin gain on a foreign acquisition and fell short.

What makes it both promising and precarious is where that margin has to come from. NKD already runs a gross margin above 60%, so the gap between a good business and a mediocre one is not pricing or sourcing; it is operating cost. Around 57 cents of every euro of sales is eaten by the cost of running the stores, the staff and the logistics, leaving roughly 4 cents of operating profit. Doubling the margin means taking four or five points of cost out of a German retailer, which is exactly the kind of lean-operations discipline Mr Price is good at, and exactly the kind of thing that is hardest to do from 9,000 kilometres away in a business you have just bought and a market you have never run.

Exhibit 11 — NKD's value lever: the operating-margin path · %
10 8 6 4 2 deal closes 4% Mgmt 8–10% Base ~7% Bear ~5.5% '24 '25 '26 '27 '28 '29 '30

Source: management 2030 vision (SENS) for the upper path; Kvasir base and bear cases. We model the base reaching ~7% (a haircut to management's 8–10%) and on a slower timetable; the bear has the cost-out stalling near where the margin sits today.

We do not take management's target at face value. Doubling an operating margin in a newly acquired foreign business is a stretch goal, not a base case, so our central forecast haircuts it: NKD's margin reaches about 7% rather than 8–10%, and gets there on a slower timetable, hitting €1 billion of sales closer to 2033 than 2030. The bear case is the one that should worry a buyer, where the cost-out never really lands and the margin stalls near today's 4–5%. The table below turns those margin paths into profit.

Exhibit 12 — NKD engine: scenarios to the back end of the decade
NKD Today · 2024 Our base Mgmt target Bear
Net sales€685m~€1.0bn~€1.0bn~€0.85bn
Operating margin~4%~7%8–10%5–6%
Operating profit~€28m~€65m€90–105m~€50m
Implied equity value vs ~R9.5bn paid~R10–11bnaccretivevalue-destructive

Source: NKD FY2024 audited financials and management's 2030 vision (SENS); Kvasir base and bear cases. NKD is valued in euros at a euro cost of capital of about 8.5% and converted to rand. Margin figures are pre-IFRS-16, consistent with the rest of this report.

What it does to the earnings, and when

In the first year or two, very little, and that is worth being clear about. NKD throws off roughly R600 million of operating profit, and the R7 billion of debt raised to buy it costs roughly R630 million a year in interest. The two more or less cancel out, so the acquisition is close to neutral for headline earnings at the start, and could be mildly dilutive. It only begins to add to earnings as the margin expands, which on our numbers means around FY2029 to FY2030. Measured against the roughly R9.5 billion paid, our base case puts NKD's equity worth at about R10 to 11 billion, so at the price paid the business is bought roughly fairly. The upside is not in the purchase; it is in the execution.

The honest read

As offshore bets by South African retailers go, this is the best-structured one in years. It is a value format rather than a premium one, bought at a fair multiple rather than a peak price, funded around a cash-based business rather than a credit book, already profitable rather than a turnaround, and run by a local management team that stays on. Each of those features answers, point for point, a specific way that earlier South African expansions abroad came undone. The price is right and the logic is sound.

What is not yet proven is the only thing that matters: the margin. The entire return on this deal hangs on doubling an operating margin in a country Mr Price has never operated in, and the track record of South African retailers trying to add value to a foreign acquisition is, to put it gently, not encouraging. That track record is specific enough, and important enough to this valuation, to deserve its own section. It is the subject of the next one.

10

The Offshore Track Record

The previous section made the case for NKD on its merits, and the merits are real: the right format, a fair price, a clean balance sheet, local management retained. But a deal is not judged only on its design. It is judged on the odds that a South African retailer can take a business it has just bought, in a country it has never run, and make it meaningfully more profitable. On that question there is a long record to consult, and very little of it is encouraging.

South African clothing retailers have been buying their way offshore for more than a decade, chasing the growth a saturated home market could no longer give them. The results, with one fading exception, run from disappointing to ruinous.

Exhibit 13 — South African retail goes abroad: a scorecard
VentureHow it went
Woolworths · David Jones Australian department stores Bought 2014 for A$2.1bn (~R23bn). R6.9bn impairment in 2018 tipped the group into a net loss; sold in 2023 for a reported ~A$100m. Roughly 95% of the price destroyed.
Woolworths · Country Road Group Australian fashion Long held up as the offshore success. Posted its first full-year loss in over two decades in FY2025, swinging from ~A$51m operating profit to an ~A$18m loss as sales fell 5.4%.
Truworths · Office UK footwear Bought 2015 for ~£256m. Around R4.7bn of cumulative write-downs followed, before a partial recovery let it reverse about R1bn in 2024. Volatile survival.
The Foschini Group · London Phase Eight, Hobbs, Whistles, White Stuff A serial impairer: an R2.7bn impairment of London goodwill and intangibles in 2021, then another against Phase Eight in FY2026 as the division fell to a £21m operating loss and the group moved to close around 100 stores.
The Foschini Group · Australia Retail Apparel Group The one genuine offshore win, strong through FY2022–23. Now fading, with brand impairments taken in its most recent year.
Pepkor · Avenida Brazilian value retail Small and early. Unproven either way.

Source: company filings and contemporaneous reporting (Moneyweb, Inside Retail, Drapers, FashionNetwork, Ragtrader); Kvasir. Figures rounded.

The cautionary tale every South African retail board knows by heart is David Jones. Woolworths paid A$2.1 billion, about R23 billion, for the Australian department-store chain in 2014, near the top of the market. Four years later it wrote off R6.9 billion of that in a single impairment, enough on its own to push the whole group into a net loss for the year. In 2023 it sold the business to a private-equity buyer for a reported A$100 million, a small fraction of what it had paid. Close to nineteen of every twenty rand committed to the deal was gone.

Exhibit 14 — David Jones: the emblem of the pattern
A$2.1bn Paid · 2014 ~A$100m Sold · 2023 −95% of the purchase price

Source: Woolworths Holdings annual reports; sale terms per Inside Retail / WWD (2022–23). A R6.9bn goodwill impairment was booked in 2018 on the way down.

David Jones was the worst, but it was not an outlier. Woolworths' other Australian arm, Country Road, was for years the example everyone pointed to as proof that a South African retailer could make offshore work. In its 2025 financial year it posted its first full-year loss in more than twenty years, swinging from an operating profit of about A$51 million to a loss of A$18 million as sales fell. The success faded too. Truworths bought the British footwear chain Office in 2015 for around £256 million and spent the years after it writing the business down, roughly R4.7 billion of cumulative impairments before a partial recovery allowed it to reverse about R1 billion in 2024. It survived, but it destroyed value getting there. The Foschini Group has been a repeat impairer of its London brands, Phase Eight, Hobbs, Whistles and White Stuff: an R2.7 billion impairment of its London goodwill and intangibles in 2021, then another against Phase Eight in 2026, when that arm fell to a £21 million operating loss and the group moved to shut around a hundred stores.

The bottom rows of the table may be the most telling. Even the ventures that worked for a while, TFG's Australian business and Country Road, have begun to slip. Offshore success in this industry has not merely been rare. It has been temporary.

Why the failures rhyme, and why NKD might not

The common cause was rarely an inability to run shops. It was the much harder task these deals set: taking a discretionary-fashion business, bought at a full price, and making it more profitable from another continent. The losers were mostly premium or department-store formats exposed to fashion risk, acquired at peak multiples, and managed at arm's length from a head office thousands of kilometres away. Those are the conditions that turned ambition into impairment, over and over.

This is the base rate NKD has to beat, and it is worth being precise about why it has a better chance than the names above it, because almost every failure mode in that table is one the deal was built to avoid. The disasters were premium and department-store formats; NKD is value and discount, the most defensive corner of retail and the part taking share in Europe. They were bought at peak prices; NKD was bought at about 11 times earnings and well under one times sales. They carried fashion and, in several cases, credit risk; NKD is low-fashion private label, sold for cash. They were turnarounds or trophies; NKD is already profitable. And the most repeated cause of failure, a head office trying to run a business it did not understand from far away, is the one Mr Price has answered most directly by keeping NKD's existing management in place. Point for point, this deal was designed against the history.

The honest balance

None of that makes the history irrelevant. A better-structured bet in a category whose base rate runs from disappointing to ruinous is still a bet with real downside. The value lever, doubling an operating margin from abroad, is precisely the kind of execution that has tripped up better-resourced acquirers before, and confidence that Mr Price will succeed where Woolworths, Truworths and TFG mostly did not has to be earned, not assumed. That is why this report does not adopt management's target as its base case, and why the scenario in which the margin expansion never really arrives carries real weight in the valuation rather than sitting there as a token low end. The next section puts the numbers, and the probabilities, on all of it.

11

Valuation — Sum of the Parts

Everything to this point has been preparation for a single number. Mr Price is now two businesses with little in common financially: a mature, high-return South African retailer that earns rands and grows slowly, and a smaller European business that earns euros, carries a lower cost of capital, and is being bought for its growth. Averaging them together would misprice both. So we value each on its own terms and add the pieces, which is what a sum-of-the-parts valuation does.

The approach

The method is a discounted cash-flow model, ten years of explicit forecasts plus a terminal value, run twice. The South African business is modelled in rands and discounted at a South African cost of capital. NKD is modelled in euros, discounted at a European cost of capital, and converted to rands at the spot rate. The two enterprise values are added, the group's net debt is subtracted, and the result is divided by the shares in issue.

One methodological choice matters more than any other, and it was made back in Section 4: rent is treated as the operating cost it economically is, charged in full against profit, with leases kept out of net debt. This is the lease-honest basis, and it lowers the valuation materially against the flattering picture that IFRS-16 accounting paints. It is the single biggest reason our number sits below where a mechanical reading of the reported accounts would put it, and we think it is the only honest way to value a retailer that rents almost every store it trades from.

The cost of capital

The discount rate is where most of the disagreement about this stock lives, so it is worth showing the build rather than asserting a number.

Exhibit 15 — Cost of capital: the build
South Africa · rand
Risk-free rate South African 10-year government bond, spot8.4%
Beta measured, 2-year vs JSE All Share, Blume-adjusted0.85
Equity risk premium mature-market ~4.5% + SA country risk ~4%8.5%
Cost of equity (CAPM)15.7%
After-tax cost of debt~6.6%
SA weighted cost of capital~14.5%
NKD · euro
Cost of capital financed at developed-Europe rates~8.5%

Source: Kvasir. Risk-free rate from the long South African government bond; beta measured over two years against the JSE All Share. NKD discounted at a European cost of capital reflecting euro interest rates.

The South African cost of equity works out to about 15.7% on these assumptions, and blending in a little cheap debt brings the weighted cost of capital to about 14.5%. NKD, financed at European rates, carries a far lower cost of capital of roughly 8.5%, which is precisely why a euro of profit earned offshore is worth more than a euro earned at home. The one number that still moves the answer is the beta. We use 0.85, and it is not an assumption pulled to suit the case: it is what the stock's own two years of trading produce once Blume-adjusted, a genuine market beta with the JSE explaining about a sixth of its daily moves. The company's published five-year beta is far lower, around 0.45, a relic of the era before the M&A pivot levered the balance sheet and changed the risk profile. The market, at today's price, is implicitly using something nearer 0.74. That remaining gap, roughly a single point of required return, is now the whole of the difference between our base case and the price, as this section ends by showing. It is a narrow, honest disagreement rather than a chasm.

The base case

Put the pieces together on base-case assumptions and Mr Price is worth about R154 a share.

Exhibit 16 — Base-case sum-of-the-parts bridge
South African business operating value, lease-honest FCF, g ≈ 5%R34.9bn
NKD operating value, € at 8.5%, converted at ~R20/€R11.1bn
Enterprise valueR46.0bn
Less: net debt R7.0bn term loans, net of group cash; NKD broadly net-cash(R6.4bn)
Equity valueR39.6bn
Shares in issue257.1m
Intrinsic value per shareR154
Current price 19 Jun 2026R175.49
Implied downside−12%

Source: Kvasir SOTP-DCF. SA free cash flow on the lease-honest basis of about R3.4bn growing at ~5%; NKD valued in euros at ~8.5% on the base-case margin path from Exhibit 12. Figures rounded.

The South African business, generating around R3.4 billion of free cash flow on the lease-honest basis and growing at roughly 5%, is worth about R34.9 billion. NKD, valued in euros at its lower discount rate and converted to rands, adds about R11.1 billion, a little above the R9.4 billion paid for it. Together the two enterprises come to about R46.0 billion. Subtract R6.4 billion of net debt, essentially the R7 billion of new term loans net of the group's residual cash, with NKD arriving broadly net-cash and adding almost nothing to the total, and the equity is worth about R39.6 billion, or R154 a share. That is roughly 12% below the R175.49 the shares cost in mid-June.

NKD completed on 31 March 2026, at the very start of Mr Price's 2027 financial year, so the first reported year of the combined group already carries a near-full twelve months of it. The deal is close to neutral for earnings at the outset, since NKD's operating profit and the interest on the debt raised to buy it roughly cancel, and it turns accretive only as the margin expands. Either way the timing has little bearing on the intrinsic value, which is driven by the full-year cash flows across the forecast.

Versus the Street

This is the point to address the obvious objection. The analysts who cover Mr Price carry an average target of around R195, well above both our R154 and the current price. The first thing to understand is that those are not the same kind of number. A sell-side target is almost always a one-year price target: a forecast of where the share will trade in twelve months, usually a multiple applied to next year's earnings. Our R154 is an estimate of intrinsic value, what the business is worth today on its discounted cash flows. The two answer different questions, and a gap between them is ordinary.

The more useful point is what actually separates the two figures, because the difference is barely about the business at all. It comes down to the discount rate, and almost nothing else.

Exhibit 17 — Fair value vs the South African cost of capital · R/share
R200 R180 R160 R140 R120 R100 Price R175.49 ≈13.7% R195 Base · R154 R127 13% 14% 15% 16% Hold operating assumptions fixed; vary only the SA discount rate

Source: Kvasir SOTP-DCF, single-variable sensitivity. The fair-value line meets today's price at a discount rate of about 13.7%; below that the shares look cheap, above it expensive. Our base case uses 14.5%.

Hold every operating assumption constant and simply vary the South African cost of capital, and the fair value swings from about R195 at a 13% discount rate to R127 at 16%. Our 14.5% gives R154. The Street's roughly R195 is close to what the model produces at a discount rate near 13%, which is the level the lower published beta implies. So the entire argument reduces to one question: is the right required return on this equity closer to the ~13.7% the price implies, or the 14.5% our build produces?

We take 14.5%, and the case for it is now stronger than a mere assertion: the 0.85 beta that drives it is measured off the stock's own trading, not asserted, and it rebuilds honestly from an 8.4% risk-free rate and a properly-derived 8.5% equity risk premium rather than the stale double-digit bond yield an earlier draft leaned on. A required return nearer 13% on a South African retailer, with this country's interest rates and this company's newly levered, offshore-exposed balance sheet, still strikes us as a touch low. But the gap has narrowed to about a single point, and it is worth being honest about what that means: the honest version of the bull case is not that the shares are badly mispriced today, it is that South Africa's cost of capital might fall. If the rate-cutting cycle runs and the required return drifts toward 13.7%, the chart shows the shares are already fairly valued. The crossover, the discount rate at which our fair value equals today's price, sits at about 13.7%. Anyone buying at R175 is, whether they put it this way or not, betting that South Africa's cost of capital is heading below that level, and that is no longer a heroic bet.

On base-case assumptions, then, the shares are worth about R154 and trade at R175, a fair value some 12% below the price. But a single point estimate hides as much as it shows. The range of outcomes here is wide, still tilted modestly below the price, and genuinely two-sided on NKD. The next section lays that range out, attaches probabilities to it, and turns it into the target price and rating this report has been building toward.

12

Scenarios & Target

The R154 base case is not a prediction that the shares will settle there. It is the middle of a range, and for a company whose value turns on an unproven offshore margin and a domestic cost of capital that could move either way, the range is the point. We model four scenarios, and each one moves the same three levers: how far NKD lifts its operating margin, whether the South African consumer recovers, and where the country's cost of capital settles.

Exhibit 18 — Four scenarios, three levers
Driver Bear Base Bull Blue-sky
NKD operating margin by 2030stalls ~5%~7%8–10%8–10%
SA comparable salesweak ~2–3%cautious ~3–4%recovery ~4–5%full recovery
SA cost of capital (WACC)15.5%14.5%13.5%~12.5%
Fair value per shareR122R154R198R259
vs price R175.49−30%−12%+13%+48%
Probability25%40%25%10%

Source: Kvasir SOTP-DCF. Each scenario is the same model with the three levers reset; the fair value is the resulting intrinsic value per share. Probabilities are our judgement.

The bear case is the offshore-execution risk of the last two sections coming true. NKD's margin stalls near where it sits today, the South African consumer stays under pressure with like-for-like sales barely keeping pace with inflation, and the cost of capital rises to 15.5% as the rate cuts fail to arrive. The shares are then worth about R122, roughly 30% below today's price. This is not a far-fetched outcome. It is close to the base rate for South African retailers expanding abroad.

The base case assumes a cautious, partial success. NKD's margin reaches about 7%, short of management's 8 to 10% target and on a slower timetable; the local consumer recovers modestly; the cost of capital holds near 14.5%. Fair value is about R154, some 12% below the price. This is our central estimate and carries the most weight.

The bull case is management delivering. NKD reaches the 8 to 10% margin it is targeting, the consumer recovers enough to push real volumes higher, and a modest rate-cutting cycle pulls the cost of capital down to 13.5%. The shares are then worth about R198, some 13% above where they trade, a real if not dramatic payoff. That is one of the two numbers that pull this from a sell to a hold, and we come back to it below.

The blue-sky case stacks every good outcome on top of one another: NKD wins, the consumer fully recovers, and a proper easing cycle re-rates South African equities and drags the cost of capital toward 12.5%. That produces about R259, a 48% gain. It is the scenario the bulls are implicitly paying for, and we give it a one-in-ten chance.

Exhibit 19 — The distribution: probability against today's price
R122 −30% R154 −12% R198 +13% R259 +48% EV R167.5 Today · R175 Bear 25% Base 40% Bull 25% Blue-sky 10% fair value per share →

Source: Kvasir. Bar height is each scenario's probability; bar position is its fair value. The shaded band left of the dashed line is where a buyer at R175 loses money. 65% of the probability sits inside it, and the R167.5 weighted expected value sits just inside it, close to the price.

The shape of the bet

Set the four outcomes against today's price and the shape is clear. Two of them, carrying 65% of the probability between them, sit below the current price, and the base case on its own, the most likely single result, is a 12% shortfall. The upside is real but has to be earned: the bull case, which asks management to hit a margin target it has only ever described and not yet delivered, is worth about 13% more than the price, and the blue-sky case a good deal more, though it needs three separate things to break right at once, which is why it earns a 10% weight and not more.

Weight the four together and the probability-weighted value is about R167.5, only about 5% below the current price. A buyer at R175 is still paying a little ahead of the expected outcome, and still carrying a 65% chance that one of the two downside cases turns up, but the margin is now slim and the upside cases are no longer trivial. This is not the lop-sided, pay-for-hope trade the stale discount rate made it look like; it is a good company priced at the demanding end of a defensible range. The shares also already traded to about R147 in early June, below our base case, so the downside this analysis identifies is not hypothetical, it has largely already been available and bought back.

Target and rating

Our target is the probability-weighted value, about R167.5, which sits a little below the market price even after giving full credit to the NKD and rate-cut upside. We rate Mr Price Hold. It is not a short, and it is emphatically not a broken business. It is a good company whose shares are fully, but no longer unreasonably, priced: on the base case a modest premium to intrinsic value, on a probability-weighted basis roughly fair. The level at which the arithmetic turns clearly attractive, where a margin of safety opens beneath the base case, is nearer R140 to R150. At that entry the optionality on NKD and on interest rates comes attached closer to free, rather than paid for up front.

A rating built on probabilities is only as firm as the probabilities, and those can move. The next two sections set out what would shift them: the risks that would deepen the bear case, and the catalysts that would carry the bull.

13

Risks

A Hold on a fully-priced share still leans slightly cautious, so the risks that matter most are the ones that would push the outcome toward the bear case and turn a full price into an expensive one. The register below collects them and notes how each one reaches the share price and which scenario it feeds. The three at the top, NKD, the cost of capital and the consumer, carry almost all the weight; the rest sit underneath the long-term assumptions rather than threatening the next set of results.

Exhibit 20 — Risk register
RiskHow it reaches the share priceSkews to
NKD margin expansion stallsThe offshore engine adds nothing, or destroys valueBear
SA consumer fails to recoverOrganic volumes stay flat; ~75% of value does not growBear · Base
Cost of capital stays ≥ 15%Caps intrinsic value; the discount to peers never closesBear · Base
Floating-rate debt & refinancingHigher interest bill; the old net-cash cushion is goneBear
Rand weakness on importsSqueezes gross margin on ~56% imported merchandiseBase · Bear
Online disruptors (Shein, Temu)Structural pressure on value-apparel pricing and volumeLong term

Source: Kvasir. "Skews to" is the scenario each risk pushes the outcome toward.

NKD execution

The largest risk is the one the whole bull case rests on. Mr Price has paid R9.4 billion on the premise that it can roughly double NKD's operating margin, and Section 10 set out how rarely South African retailers have managed that kind of value creation abroad. The danger is subtler than collapse. NKD is profitable and growing; the risk is that the margin expansion never comes. Cost is taken out more slowly than planned, the European consumer weakens, or the distance between a head office in Durban and a German store network proves harder to bridge than keeping the local management team assumes. If the margin stalls near today's 4%, NKD is worth about what was paid and adds nothing; if it goes backwards, the deal destroys value. There is a currency layer on top: NKD earns euros against debt that is partly rand, so a sharp move either way feeds through to group earnings.

The cost of capital

The second risk is less about the business than about the market it is priced in, and it is the single biggest swing on the valuation. As Section 11 showed, fair value moves from R127 to R195 across a plausible range of South African discount rates, and our R154 sits toward the conservative end of that. If inflation proves sticky, if the rate-cutting cycle stalls, or if the country's fiscal and political risk premium widens, the cost of capital stays at or above 14.5% and the valuation stays capped no matter how well the business trades. This is the risk that the discount to peers never closes, because it is the price of South African risk rather than a mispricing. It sits over the whole market, not just this share, but Mr Price, now carrying debt and offshore exposure, is more exposed to it than the net-cash fortress of five years ago.

The domestic consumer

The third risk is the South African consumer, who still drives about three-quarters of the value. Section 4 showed that comparable volumes have been flat to negative for years, with growth coming from price and acquisition rather than from selling more goods to more people. The base case assumes a modest recovery in that volume. If it does not arrive, because unemployment stays high, real wages stay soft, or the two-pot retirement withdrawals that supported spending in 2025 fade, the domestic engine does not grow, and the case for the shares loses its second leg alongside NKD.

The balance sheet, the rand and the competition

Three further risks sit lower but belong on the list. The balance sheet is no longer the cushion it was: the R7 billion of term debt carries a floating, ZARONIA-linked rate, so the same high-rate environment that caps the valuation also lifts the interest bill, and the loans fall due for refinancing within a few years. A company that entered this period with net cash now has less room to absorb a shock. On sourcing, more than half of Mr Price's merchandise is imported, so a weaker rand pressures the gross margin unless it is passed through in price, which is harder when the customer is already stretched. And the competitive ground is moving: Chinese online platforms such as Shein and Temu are pushing into the same value-apparel space with a cost structure built for it. Neither disruptor threatens the next set of results, but both sit underneath the long-term margins this valuation assumes.

The strategy itself

There is one last risk worth naming, because it is partly self-inflicted. The incentive structure described in Section 6 rewards headline-earnings growth, which acquisitions reliably manufacture, and management has shown a clear appetite for buying. The concern is not a single bad deal but a pattern: more capital deployed into acquisitions that lift earnings while diluting the returns that made the company worth owning in the first place. The next leg after NKD, whenever it comes, deserves the same scrutiny this report has given the last one.

Read together, the risks lean the way the scenarios do. There are more credible paths to the bear case than to the bull, and most of them, the consumer, the cost of capital, the rand, sit outside management's control. The things that would prove us too cautious are real as well, and they are the subject of the next section. But a Hold on a share priced a little above its base-case value is, in the end, a judgement that at today's price the risks and the catalysts weigh about evenly, with a slight tilt to caution.

14

Catalysts

A Hold is a statement about price, not a life sentence on the company, so it is worth being equally specific about what would change it. The catalysts mirror the risks of the previous section, the same levers pulled the other way, and most of them are observable. That matters, because it means the thesis can be checked against reality rather than defended in the abstract. If the items below begin to happen, the probabilities in Section 12 shift toward the bull case, and so does the rating.

Exhibit 21 — Catalyst register
CatalystWhat it would doSkews to
NKD margin expands on planProves the value lever; the offshore engine turns accretiveBull
SARB rate-cutting cycleLowers the cost of capital; re-rates the shares directlyBull · Blue-sky
SA consumer volume recoveryRevives the organic engine; the SA business re-ratesBull
De-gearing & capital returnsLeverage risk fades; a buyback signals management confidenceBase · Bull
Rand stability, sourcing reliefGross-margin expansion on ~56% imported merchandiseBase · Bull
Quality re-ratingMarket pays up for quality again, closing the peer-premium gapBull · Blue-sky

Source: Kvasir. "Skews to" is the scenario each catalyst pushes the outcome toward.

NKD's margin, in the actual numbers

The catalyst that matters most is the one the whole valuation hinges on: visible evidence that NKD's margin is climbing. This is not a vague hope, it is a number that will show up in the accounts. NKD's operating margin is about 4% today; the base case has it reaching 7% and the bull case 8 to 10%. Every interim and full-year result from FY2027 onward marks progress against that path. A margin moving to 5%, then 6%, with management pointing to specific cost actions behind it, would steadily de-risk the single largest assumption in this report and pull the fair value up with it. The first full year of NKD inside the group, FY2027, is the first real read.

The rate cycle

The second catalyst is not in management's hands at all, and it may be the most powerful. Section 11 showed the fair value swinging from R154 at a 14.5% cost of capital to nearly R195 at 13%. A genuine South African rate-cutting cycle, on the back of lower inflation, a firmer rand and a narrowing risk premium, would pull the discount rate down and re-rate the shares directly, without the business doing anything differently. This is the catalyst that turns "cheap against peers" into real upside, because it lowers the very cost of capital that caps the valuation. The Reserve Bank's policy path and the long-bond yield are worth watching as closely as the company's own results.

The consumer, in volume

The third is a real recovery in the South African consumer, the kind that shows up as volume rather than price. Section 4 showed comparable volumes have been flat to negative for years. If the trading updates start to report like-for-like growth that outpaces selling-price inflation, meaning customers are buying more rather than just paying more, the organic engine comes back to life and the base case's cautious volume assumptions prove too low. Falling rates, easing inflation and the lingering effect of two-pot withdrawals could all feed it. The cleanest thing to watch is the gap between comparable sales and selling-price inflation in each quarterly update.

The balance sheet, healing

A quieter catalyst is the balance sheet repairing itself. The R7 billion of term debt was a step change for a company built on net cash, and as free cash flow pays it down over the next few years the risk premium attached to that leverage should fade. If de-gearing runs ahead of schedule, it could free management to resume buybacks or special dividends, and a buyback at roughly twelve times earnings would be accretive and, more to the point, a signal that the people who know the business best think the shares are cheap. That would be a meaningful vote of confidence at a moment the market is sceptical.

The re-rating that ties them together

Underneath all of these sits the possibility of a straightforward re-rating. Section 8 showed Mr Price trading at no premium to lower-quality peers, and at a steep discount to the multiple the market awards a retailer it trusts. Deliver on NKD and catch a friendlier rate environment, and the quality premium that drained away across the second era could return. That is the mechanism behind the bull and blue-sky cases, and it does not require heroics, only that two or three of the catalysts above arrive together.

None of this is in evidence yet, which is exactly why these are catalysts and not current value. Several are macro and outside the company's control, and the most important of them, the NKD margin, is the very thing still unproven. But they are concrete, they are watchable, and the one that counts most will be reported in black and white every six months. A Hold rating today is a judgement about the price relative to what has been proven, not a bet that none of this will happen. As the evidence lands, the call should move with it, which is where the verdict, next, begins.

15

Verdict

Mr Price is a good business at a full price. That is the verdict, and the rest of this report is the working behind it. On a strict, lease-honest valuation the shares are worth about R154 on the base case, roughly 12% below where they trade. Weight the full range of outcomes, giving generous credit to the upside, and the expected value is about R167.5, only a few percent short of the price. We rate the shares Hold.

The case rests on three findings the report has tried to establish carefully rather than assert. First, the company changed. The fortress of the first era, returns on capital in the fifties and sixties, net cash, a near-impregnable position, gave way to an acquisition-built second era in which revenue doubled but return on capital halved, the margin fell, and a debt-free balance sheet took on R7 billion of borrowings. Headline earnings compounded at barely 3% across the full decade. The buying delivered size, not quality.

Second, the future therefore depends on something new, and that something is NKD. The €478 million bet on Europe is well-structured, bought at a fair price, in a defensive value format, with local management retained, and it answers each specific way South African retailers have come undone abroad. But its entire return hinges on roughly doubling an operating margin in a market Mr Price has never run, and the base rate for that exact manoeuvre is poor. We give the deal real, but not heroic, credit.

Third, and most important, the valuation is anchored by the cost of capital. Mr Price looks cheap against its peers, but that cheapness is the price of South African risk, not a mispricing waiting to close. Discount the cash flows at the roughly 14.5% return this equity demands, built from the current bond yield and a properly-derived risk premium, and the shares sit a little above intrinsic value. The gap between our number and the more bullish ones circulating elsewhere comes down largely to that single input, and it is now a narrow one, worth about a point of required return.

Put together, the shape of the bet is full rather than unfavourable. The most likely single outcome is a low-double-digit shortfall, about two-thirds of the probability sits below the current price, and the bull case, management delivering on NKD into a friendlier rate environment, is worth about 13% more than the shares cost. The genuine home run lives in a blue-sky outcome that needs several things to break right at once. You are being asked to pay close to fair value for the optionality, not handed it for free, but you are no longer overpaying for it, and the market itself already tested below our base case at the R147 June low.

Mr Price is not mispriced against its peers. It is fairly priced for the risk of owning South African equity, and most of that risk is real.

This is a call serious investors can disagree with, and some clearly do. A respected institution recently added the shares on the opposite view, that the South African business alone is worth more than the whole company and NKD comes free. We have read that case closely and respect it. The disagreement is not really about the facts, which both sides read the same way. It is about one number, the cost of capital. Value Mr Price on a multiple near its ten-year average and it is cheap; discount its cash flows at the return South African equity actually demands today and it is not quite. We have taken the more conservative of the two, and said so plainly, though correcting the discount rate to live data has narrowed the distance between the two views to about a single point of required return, which is why the call is a Hold and not a sell.

None of this is a short, and none of it says the business is broken. It is a high-quality, cash-generative retailer run by a capable team, and there is a price at which it is a clear buy. That price, with a margin of safety beneath our base case, is nearer R140 to R150, where the optionality on NKD and on interest rates comes attached rather than charged for. The catalysts that would move us to a buy are concrete and watchable: NKD's margin climbing in the actual results, a real rate-cutting cycle, a consumer recovery measured in volume. The most important of them will be reported every six months, and as the evidence lands the rating should move with it.

For now the judgement is straightforward. Mr Price has spent five years and a great deal of capital becoming a larger, more complicated and more indebted version of itself, and at R175 the market is asking close to full value for a European turnaround that has not yet happened. It is a fine company at a fair-to-full price, neither the bargain the bulls see nor the sell an earlier, stale discount rate implied. Hold.

16

Appendix & Methodology

This appendix sets out how the valuation was built, the assumptions behind it, and where the numbers came from, so a reader who disagrees can see exactly which assumption to argue with.

How we valued it

Mr Price is valued as a sum of its parts. The two businesses have little in common financially, so each is modelled and discounted on its own terms and the pieces are added. The South African operation is forecast in rand over ten explicit years to FY2036, with a terminal value beyond, and discounted at a South African cost of capital. NKD is forecast in euros, discounted at a European cost of capital, and converted to rand at the spot rate. The two enterprise values are summed, group net debt is subtracted, and the result is divided by the shares in issue. Cash flows are free cash flow to the firm; terminal values use a Gordon growth model, cross-checked against the implied exit multiple it produces.

Exhibit 22 — Key assumptions
South Africa · rand
Risk-free rate SA 10-year government bond, spot8.4%
Beta measured, 2-year vs JSE All Share, Blume-adjusted0.85
Equity risk premium mature-market + SA country risk8.5%
Weighted cost of capital~14.5%
Terminal growth5.0%
Tax rate27%
Base free cash flow FY26, rent-as-opex~R3.4bn
NKD · euro
Weighted cost of capital~8.5%
Terminal growth2.5%
Operating margin base case, by ~2033~7%
EUR / ZAR~R20
Group
Explicit forecast horizon10 yrs · FY27–36
Shares in issue257.1m
Net debt, ex leases~R6.4bn
Base-case fair valueR154
Probability-weighted valueR167.5

Source: Kvasir SOTP-DCF. Figures rounded; full derivations in Sections 9 and 11.

The lease treatment

One methodological choice carries more weight than any other. Mr Price rents almost every store it trades from, and under the IFRS-16 accounting standard most of that rent is moved below the operating line, into depreciation and interest, which flatters the reported operating margin of a growing lessee. We reverse it. Throughout this report the full cash rent is charged as the operating cost it economically is, and lease liabilities are kept out of net debt. This rent-as-opex basis lowers both the margin and the valuation against the reported accounts, and it is the single biggest reason our fair value sits below where a mechanical reading would put it. We regard it as the only honest way to value a retailer of this kind.

Sources

The numbers are drawn from primary sources wherever possible. Company filings: Mr Price Group's annual and integrated reports for FY2022 to FY2026, the FY2025 and FY2026 remuneration reports, and the NKD acquisition announcement of 9 December 2025 together with the March 2026 capital-markets-day disclosures. Macro context: the South African Reserve Bank and Statistics South Africa for the clothing market and consumer data. Peers: the annual reports of Pepkor, The Foschini Group, Truworths and Woolworths, and, for the European value-retail margin benchmark, the FY2025 results of Associated British Foods (Primark) and LPP and Action's 2025 trading release. The offshore precedents in Section 10 were verified against contemporaneous reporting. Share prices are as at 19 June 2026.

What the rating means

Our ratings are anchored to intrinsic value, not to share-price momentum or twelve-month targets. Hold means the shares trade close to our probability-weighted estimate of what the business is worth, a little above our base case but within reach of fair, so a holder is fairly compensated and a buyer is paying up for optionality rather than getting it cheaply. It is neither a forecast that the price must fall nor a call to add at today's level. We would turn constructive nearer R140 to R150, where a margin of safety opens beneath the base case.

A note on time

This is a point-in-time view, struck on 19 June 2026 at a price of R175.49. The assumptions that drive it, above all the cost of capital and NKD's margin, will be tested by events, and the most important evidence will arrive in the company's own results every six months. We intend to mark this call against the actual share price and the actual results as they come, because a research view that is never revisited is worth little. The thesis is meant to be checked, not trusted.