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On 8 September 2026, the Capital Markets Board ("CMB") published its Bulletin No. 2026/57, sharing with the public its policy decisions on ownership structure transparency requirements for publicly held companies and the concept of free float shares.
Accordingly, the following will apply as of 11 September 2026:
1) The notification threshold requiring publicly held companies to disclose changes in their ownership structure has been lowered from 5% to 3%.
Under paragraphs 1 and 4 of Article 12 of the Communiqué on Material Events (No. II-15.1) (the "Communiqué"), the lower threshold triggering the public disclosure obligation which applies when shares or voting rights in the capital of an issuer whose shares are traded on the stock exchange reach, or fall below, certain thresholds has been reduced from 5% to 3%.
Under this change, a disclosure obligation will arise whenever an investor (or persons acting in concert with that investor) directly or indirectly reaches, or falls below, 3% of a publicly held company's capital or total voting rights.
Under the relevant Policy Decision, pursuant to paragraphs 1 and 2 of Article 16 of the Communiqué, the Central Securities Depository of Turkey ("MKK") will immediately update the following criteria whenever they change:
- A table showing the individuals and legal entities holding, directly, 3% or more of the capital or voting rights in issuers whose shares are traded on the stock exchange; and
- A table showing individuals and legal entities holding, taking into account shares held indirectly* through free funds (including free private funds) and other exchange-traded publicly held companies, 10% or more of the capital of issuers whose shares are traded on the stock exchange.
* A note added to the relevant Policy Decision clarifies that the indirect shareholding data disclosed by MKK cannot be directly relied upon for the purposes of regulations under which indirect shareholding produces legal consequences, such as the mandatory tender offer obligation.
2) The Concept of Free Float Shares Has Been Redefined.
The concept of free float shares applicable to companies traded on the Borsa Istanbul Equity Market has been clarified, and the calculation method and scope of use of this concept have been determined.
Accordingly, free float shares have been defined as a concept reflecting the relevant company's public float ratio, with the free float ratio to be calculated by dividing the number of free float shares trackable by MKK by the total number of shares trackable by MKK.
The following shares, however, will be excluded from the free float calculation:
- Shares owned by public legal entities;
- Shares held by the company, its founders, and its consolidated affiliates;
- Shares acquired through buyback transactions carried out under the Communiqué on Buybacks and the related Policy Decisions;
- Shares held by shareholders owning 10% or more of the company's capital;
- Shares held by members of the Board of Directors and the Board of Auditors, the General Manager and managers of equal or higher rank, and senior executives directly reporting to them;
- Shares owned by company pension funds and foundations;
- Shares pledged as collateral (other than those pledged as equity collateral, those purchased on margin and pledged as collateral, and those pledged as collateral for the markets of Istanbul Settlement and Custody Bank Inc.);
- Shares that are legally restricted, cannot be bought or sold, are subject to prohibition, or have been seized; and
- Shares traded on foreign markets.
In addition, except for shares traded on foreign markets, the issuer shares corresponding to the participation shares held by such persons whose shares are excluded from the free float calculation under the exemptions listed above in free funds and/or free private funds, as well as their proportional shareholding through exchange-traded publicly held companies, will likewise be excluded from the free float calculation, in proportion to their participation share in the relevant fund or their shareholding ratio in the relevant exchange-traded publicly held company.
Moreover, in determining shareholders owning 10% or more of the company's capital, such shareholders hold indirectly through free fund participation shares and publicly held company shares will also be taken into account, in proportion to the relevant ratios.
As for implementation under these changes:
- The number and ratio of free float shares will be calculated daily and publicly announced by MKK as of 11 September 2026.
- All companies whose shares are traded on the stock exchange will be required to notify MKK, on the first business day of each month of the identity and title information of individuals and legal entities falling within the free float criteria.
- With this regulation, the CMB's previous decisions on free float (dated 23.07.2010 No. 21/655; 19.08.2010 No. 24/729; 17.02.2011 No. 5/157; 30.10.2014 No. 31/1059; and 04.06.2026 No. 34/1044) have been repealed.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
