New CMB Decisions on Shareholding Disclosures and Free Float Shares
The Capital Markets Board’s (CMB or Board) 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) (together, the Decisions) were published in the CMB Bulletin No. 2026/57 dated 08.09.2026.
Decision No. i-SPK.15.2 revises the thresholds for disclosures required when the shares or voting rights held in the capital of an issuer whose shares are traded on the exchange reach or fall below certain percentages.
Decision No. i-SPK.81.1, in turn, revises the free float share principles that have been shaped through various Board decisions since 2010. The new measures introduced under the Decisions became effective as of 11.09.2026.
The key amendments introduced by the Decisions are summarized below:
Changes to the Disclosure Thresholds for Shareholdings
Under the Communiqué No. II-15.1 on Material Events (Communiqué on Material Events), a public disclosure was required where the shares or total voting rights in an issuer whose shares are traded on the exchange reached or fell below the thresholds of 5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% or 95%. Disclosures relating to direct shareholding only, where these thresholds were reached or fell below, were made by the Central Securities Depository of Türkiye (MKK).
Decision No. i-SPK.15.2 lowers the initial threshold triggering the disclosure obligation from 5% 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 has also been brought within the scope of the 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. In this regard, the following tables are updated immediately by MKK upon any change:
- the table showing real persons and legal persons 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 persons 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.
The indirect shareholding data to be disclosed by MKK cannot be directly relied upon for purposes of regulations under which indirect shareholding is assessed, such as mandatory tender offer obligations. Such data are provided solely for the purpose of presenting information regarding the proportion of economic rights.
Revision of the Concept of Free Float Shares
Decision No. i-SPK.81.1 revises the concept of free float shares (FDP) and the principles governing their calculation and repeals the Board’s previous decisions that formed the former free float regime, 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.
Under Decision No. i-SPK.81.1, FDP refers to the free float ratio 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.
While Decision No. i-SPK.81.1 consolidates the repealed free float principles under a single framework, it has also expanded the scope of shares excluded from free float.
Shares Excluded from Free Float (Excluded Shares)
Under Decision No. i-SPK.81.1, the following shares are excluded from free float:
- shares owned by public legal entities;
- shares held by the company, its founders and companies subject to consolidation with the company;
- buy-back shares pursuant to the Communiqué No. II-22.1 on Shares Buy-back and relevant CMB’s decisions;
- 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, persons holding positions equivalent or senior to the general manager, and senior executives, such as deputy general managers, who, by virtue of their duties and authority, report directly to the general manager or equivalent executives;
- shares owned by the company’s pension funds and foundations;
- shares provided as collateral, excluding those provided as equity, those acquired through margin trading and provided as collateral, or those provided as collateral for the markets operated by İstanbul Takas ve Saklama Bankası A.Ş.;
- shares that are legally restricted and not tradeable;
- shares prohibited, seized or attached,
- shares traded on foreign markets.
While a significant portion of the categories of shares excluded from free float under the previous regime have been retained under Decision No. i-SPK.81.1, buy-back shares are now expressly included among the Excluded Shares. The 10% threshold applicable to shares held by shareholders owning 10% or more of the company’s share capital that is excluded from free float has also been retained under the new regime.
Principles Governing Indirect Holdings in Relation to Excluded Shares
Decision No. i-SPK.67.1 dated 04.06.2026 had if 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 to the extent corresponding to their holding in the relevant fund.
Decision No. i-SPK.81.1 expands this approach. Accordingly, issuer shares indirectly held by holders of Excluded Shares through their shareholdings in other public companies listed on the exchange are also excluded from free float to the extent corresponding to their shareholdings in the relevant company.
In addition, when determining shareholders holding 10% or more of the company’s share capital, shares held indirectly through hedge funds (including private hedge funds) and other public companies listed on the exchange are also taken into account. Accordingly, indirect shareholding is relevant not only for determining the issuer shares indirectly attributable to holders of Excluded Shares that must be excluded from free float, but also to determine whether a shareholder reaches the 10% threshold.
MKK’s Public Disclosure and Companies’ Reporting Obligations
Under the new criteria, the number of free float shares and the free float ratio are calculated and publicly disclosed by MKK on a daily basis as of 11.09.2026.
Under Decision No. i-SPK.81.1, 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 free float criteria. Decision No. i-SPK.81.1 differs from the previous regime in terms of the timing of companies’ reporting obligations to MKK.
The new free float regime is expected to cause a decline in the free float ratios of companies listed on Borsa İstanbul A.Ş., particularly due to the extension of indirect holdings to shareholdings arising through other public companies, the consideration of indirect holdings in determining the 10% threshold, and the express exclusion of buy-back shares from free float.
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