New CMB Decisions on Share Transfers and Material Disclosures in Public Companies
Introduction
In August and September 2026, the Capital Markets Board of Türkiye (CMB or Board) issued three significant decisions[1] aimed at strengthening transparency and oversight in the share markets of public companies. These decisions (i) made off-exchange share sales by certain major shareholders and holders of privileged shares subject to CMB approval, (ii) lowered the disclosure thresholds for shareholdings, and (iii) revised and expanded the framework governing free float shares (FDP).
This article examines the key changes introduced by these decisions.
New CMB Approval Mechanism for Certain Share Transfers
Existing Framework for Share Transfers in Public Companies: Article 27 of the Communiqué on Shares
Under the first paragraph of Article 27 of the Communiqué on Shares No. VII-128.1 (Communiqué on Shares), (i) shareholders who, individually or together with persons acting in concert, directly hold 20% or more of the share capital of a public company, and (ii) holders of privileged shares granting the right to elect or nominate at least one member of the board of directors at the general assembly, are required to prepare a share sale information form for on-exchange share sales exceeding specified thresholds within any twelve-month period. The 10% threshold set out in the Communiqué on Shares is currently applied as 3%, until further notice, pursuant to the CMB’s decision dated 14.02.2023.
The Communiqué on Shares exempts certain entities[2] and various transactions[3] from this requirement. In addition, the eleventh paragraph of Article 27 authorizes the Board to conduct an examination and take necessary action where pledges, book-entry transfers or similar methods are used to circumvent the regulation.
Thresholds Introduced for Off-Exchange Share Transfers
Decision No. i-SPK.128.31 (dated 28.08.2026 and numbered 52/1589), published in the CMB bulletin dated 28.08.2026 (Share Transfer Decision), introduced a CMB approval requirement for off-exchange share sales by certain major shareholders and holders of privileged shares, in addition to the existing rules governing on-exchange sales.
Under the new framework, different thresholds apply to off-exchange share sales within any twelve-month period, depending on the free float ratio of the relevant company. Accordingly, the relevant shareholders may not, without CMB approval, sell off-exchange:
- more than 2% of the shares representing the share capital or voting rights of a company whose free float ratio exceeds 50%; or
- more than 4% of the shares representing the share capital or voting rights of a company whose free float ratio is 50% or less.
The CMB has therefore established a lower threshold and more stringent oversight for companies with higher free float ratios.
The regulation covers not only conventional off-exchange share sales but also sales through special orders, transactions on the Borsa İstanbul Wholesale Trading Market (WTP), and sales effected through book-entry transfers or assignments. The express inclusion of these transactions appears intended to prevent attempts to circumvent the rules through pledges, book-entry transfers and similar arrangements, as contemplated under the eleventh paragraph of Article 27 of the Communiqué on Shares.
However, the fact that pledge transactions are not expressly listed under the new regulation raises the question of whether share transfers resulting from the enforcement of a pledge are subject to these restrictions. Although the wording of the regulation may support an argument that such transactions do not fall directly within its scope, its purpose may justify the conclusion that transactions which effectively circumvent the approval requirement are covered.
The applicable threshold will be determined by reference to the free float ratio in effect on the date of the sale.
By bringing off-exchange sales under CMB oversight at thresholds as low as 2% and 4%, the new approval mechanism reflects a regulatory approach similar to the reduction of the shareholding disclosure threshold from 5% to 3%, discussed below.
Approval Process, Liability and Transitional Provisions
To carry out share sales exceeding the prescribed thresholds, a share sale information form must be prepared and submitted to the CMB for approval before the sale. Unless CMB approval is obtained, the relevant shares may not be sold through special orders or WTP transactions on the exchange, or through assignment or book-entry transfer.
The Share Transfer Decision provides that the fifth paragraph of Article 27 of the Communiqué on Shares, concerning applications to the CMB and disclosure of the outcome on the Public Disclosure Platform (KAP), and the requirements under Article 15 concerning the conversion of shares into tradable shares, will not apply.
In particular, the disapplication of the fifth paragraph of Article 27 creates uncertainty as to the timeframes and criteria under which applications will be assessed under the new approval mechanism. The lack of predictability in the approval process may create practical difficulties for transactions where timing is critical, such as accelerated bookbuilding (ABB).
The transferring shareholder and the investment firm intermediating the transfer are responsible for compliance with the requirements under the regulation. Although the thresholds are calculated over any twelve-month period, off-exchange sales completed before 29.08.2026 will not be included in the calculation.
Separately, CMB Decision No. i-SPK.128.31.a (dated 31.08.2026 and numbered 53/1590) introduced certain exemptions from the new approval mechanism. Accordingly, companies included in the BIST 30 Index and companies directly or indirectly controlled by the Ministry of Treasury and Finance of the Republic of Türkiye, Türkiye Varlık Fonu Yönetimi A.Ş. (Türkiye Wealth Fund) or public institutions are exempt from these restrictions and obligations.
Key Uncertainties in Practice
Following the entry into force of the Share Transfer Decision, several matters have emerged that require clarification. One important issue is the timeframe and criteria the CMB will apply when reviewing a share sale information form, as the operation of the approval process and the time required to conclude applications is particularly significant for time-sensitive transactions.
Further clarification is also needed regarding the scope of the regulation and its relationship with the existing legal framework. It remains unclear to what extent the other provisions of Article 27 of the Communiqué on Shares will apply to the new approval mechanism.
Moreover, the extension of liability to investment firms, in addition to transferring shareholders, raises questions regarding the scope and limits of that liability. Market participants have also expressed a need for additional exemptions for certain types of transactions, including intragroup share transfers, strategic changes in shareholding subject to merger control clearance, and sales to foreign institutional investors.
Lowering of Shareholding Disclosure Thresholds
CMB Decision No. i-SPK.15.2 dated 03.09.2026 (Disclosure Decision), published in CMB Bulletin No. 2026/57 dated 08.09.2026, revised the disclosure thresholds for shareholdings in issuers whose shares are traded on the exchange. The new rules introduced under the Disclosure Decision became effective as of 11.09.2026. Issued around the same time as the Share Transfer Decision discussed above, the Disclosure Decision reflects a parallel regulatory concern: both measures seek to make significant movements in shareholdings visible to the market at lower thresholds and at an earlier stage.
Under Article 12 of the Communiqué No. II-15.1 on Material Events (Communiqué on Material Events), public disclosure was required when the shares or total voting rights in the capital of an issuer whose shares are traded on the exchange reached or fell below 5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% or 95%. Disclosures concerning direct shareholdings were made by the Central Securities Depository of Türkiye (MKK).
The Disclosure Decision lowers the initial threshold, triggering the disclosure obligation to 3%. Accordingly, as of the end of 11.09.2026, reaching or falling below the 3% threshold in respect of shares or voting rights in an issuer whose shares are traded on the exchange also triggers a disclosure obligation.
In addition, the scope of the shareholding information published by MKK under Article 16 of the Communiqué on Material Events has been expanded. Accordingly, MKK will immediately update the following tables whenever a change occurs:
- the table showing real persons and legal entities directly holding 3% or more of the shares or voting rights in issuers whose shares are traded on the exchange; and
- the table showing real persons and legal entities holding 10% or more of an issuer’s share capital, taking into account shares held indirectly through hedge funds (including private hedge funds) and other public companies whose shares are traded on the exchange.
Revision of the Concept of Free Float Shares
CMB Decision No. i-SPK.81.1 dated 03.09.2026 (Free Float Decision), published in CMB Bulletin No. 2026/57 dated 08.09.2026, revised the concept of free float shares (FDP) and the principles governing their calculation. It repealed the previous framework established through various Board decisions since 2010, namely the decisions dated 23.07.2010 and numbered 21/655, 19.08.2010 and numbered 24/729, 17.02.2011 and numbered 5/157, 30.10.2014 and numbered 31/1059, and 04.06.2026 and numbered 34/1044. The Decision entered into force on 08.09.2026 and provides for MKK to calculate and publicly disclose FDP data under the new criteria with effect from 11.09.2026.
The free float ratio is a capital markets indicator reflecting the proportion of a company’s issued shares considered to be freely tradable in the market. Under the Free Float Decision, FDP refers to the free float of companies whose shares are traded on the Borsa İstanbul A.Ş. Equity Market; the free float ratio is calculated by dividing the number of free float shares determined based on shares monitored by MKK by the total number of shares monitored by MKK. The calculation also takes into account the identity of shareholders, specified shareholding thresholds and restrictions affecting the transfer or trading of shares.
Shares Excluded from Free Float
While consolidating the previous, now-repealed principles into a single framework, the Free Float Decision also expands the categories of shares excluded from free float. Accordingly, the following shares are excluded from free float (Excluded Shares):
- shares owned by public legal entities;
- shares held by the company, its founders and companies subject to consolidation with the company (affiliates);
- shares bought back pursuant to the Communiqué No. II-22.1 on Shares Buy-back and relevant CMB decisions on share buy-backs;
- shares held by shareholders owning 10% or more of the company’s share capital;
- shares held by members of the company’s board of directors and supervisory board, the general manager, executives holding positions equivalent or senior to the general manager, and senior executives, such as deputy general managers, who report directly to the general manager or an equivalent executive;
- shares owned by the company’s pension funds and foundations;
- shares provided as collateral, other than shares provided as equity under capital markets legislation, shares acquired through margin trading and provided as collateral, or shares provided as collateral for the markets operated by İstanbul Takas ve Saklama Bankası A.Ş.;
- shares that are legally restricted and cannot be traded;
- shares prohibited from trading or subject to attachment; and
- shares traded on foreign markets.
Most categories of shares excluded from free float under the previous rules have been retained. In particular, the exclusion of shares held by shareholders owning 10% or more of a company’s share capital is not new; this threshold already existed under the previous framework. By contrast, shares held by the company itself and shares bought back under the applicable legislation are expressly addressed in the new Decision. The categories of shares to be excluded from the calculation have thus been brought together under a single framework.
Principles Governing Indirect Shareholdings in Relation to Excluded Shares
Decision No. i-SPK.67.1 dated 04.06.2026 provided that issuer shares indirectly held by holders of Excluded Shares through their units in hedge funds (including private hedge funds) would also be excluded from free float in proportion to their holdings in the relevant fund. The Free Float Decision extends this approach by providing that issuer shares indirectly held by holders of Excluded Shares through their shareholdings in other public companies whose shares are traded on the exchange will likewise be excluded from free float in proportion to their holdings in those companies. As a result, not only directly registered shareholdings but also indirect holdings through certain funds and public company structures may affect the FDP calculation.
In addition, when identifying shareholders holding 10% or more of a company’s share capital, shares held indirectly by those persons through hedge funds (including private hedge funds) and other public companies whose shares are traded on the exchange will also be taken into account.
MKK’s Public Disclosure and Companies’ Reporting Obligations
Under the new criteria, the number of free float shares and the free float ratio will be calculated and publicly disclosed by MKK daily as of 11.09.2026. In addition, all companies whose shares are traded on the exchange are required to report to MKK, on the first business day of each month, the identity details of real persons and the trade names of legal entities falling within the FDP criteria. According to MKK’s announcement, the number of free float shares and free float ratios calculated under the new methodology for 11.09.2026 onward have been available for review on MKK’s VAP Data Analysis Platform (vap.org.tr) and the KAP (kap.org.tr) since 14.09.2026.
Practical Implications of the Decision
The impact of the new calculation principles may vary depending on each company’s shareholding structure and the size of its holdings excluded from free float. In particular, where indirect shareholdings exist through hedge funds or other exchange-traded companies, shares previously included in free float may be excluded from the calculation, potentially reducing the free float ratio. Indeed, calculations based on MKK data published on 14.09.2026 indicate that the free float ratios of 247 companies declined in a single day.[4]
Changes to the free float ratio may also affect whether the 2% or 4% threshold for off-exchange sales applies under the Share Transfer Decision, depending on whether the company’s free float ratio exceeds 50%. In addition, the Free Float Decision is expected to affect companies’ weightings in BIST indices and their market classifications.
Conclusion
Viewed together, the three decisions issued in August and September 2026 demonstrate that the CMB is taking a coordinated approach to monitoring movements in shareholdings, enhancing public disclosure and subjecting certain share sales in public companies to prior oversight.
The Share Transfer Decision makes off-exchange sales by certain shareholders subject to CMB approval and expressly covers sales through special orders, WTP transactions, and book-entry transfers or assignments. Although the regulation aims to strengthen oversight of share transfers, uncertainties surrounding its implementation may lead investors to adopt a more cautious approach to such transactions in the short term.
The reduction of shareholding disclosure thresholds and the revision of the FDP calculation principles are further measures aimed at enabling more detailed monitoring of shareholding structures. By taking certain indirect holdings into account alongside direct shareholdings, the new FDP calculation may affect the free float ratios of some companies and the transaction thresholds linked to those ratios. It is therefore important to assess the combined impact of these measures in light of the shareholding structure of the relevant company and the nature of the transaction concerned.
- Decision No. i-SPK.128.31 (Decision dated 28.08.2026 and numbered 52/1589), Decision No. i-SPK.15.2 dated 03.09.2026 (Decision No. i-SPK.15.2), and Decision No. i-SPK.81.1 dated 03.09.2026 (Decision No. i-SPK.81.1).
- Communiqué on Shares, Article 27(9): Shares held by Türkiye Varlık Fonu Yönetimi A.Ş., its sub-funds and other companies established by Türkiye Varlık Fonu Yönetimi A.Ş., as well as shares held by the Privatization Administration, are excluded from the scope of this requirement.
- Under Article 27(8) of the Communiqué on Shares, wholesale transactions conducted on the relevant market of the exchange, sales through special orders, sales made in the course of liquidity provision or market-making activities, and secondary public offerings of shares of public companies are excluded from the requirement under Article 27.
- Bloomberg HT, “SPK düzenlemesi sonrası 247 şirketin halka açıklığı geriledi” (Free Float Ratios of 247 Companies Decline Following CMB Regulation), https://www.bloomberght.com/spk-duzenlemesi-sonrasi-247-sirketin-halka-acikligi-geriledi-3788156 (accessed on 15.10.2026).
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