CMA ANNOUNCES PRIORITY REGULATION FOR INITIAL PUBLIC OFFERING APPLICATIONS
Priority Regulation Announced

1. Scope of the Regulation

Pursuant to Principle Decision No. i-SPK.128.30, published in the Capital Markets Board’s (“SPK”) Bulletin No. 2026/53 dated August 27, 2026, a new priority mechanism has been adopted for applications regarding the initial public offering of shares of non-publicly traded companies.

Pursuant to the Principle Decision, if a company meets at least one of the criteria listed below and explicitly requests priority review from the CMB, its application may be processed on a priority basis, without being subject to the application queue published on the CMB’s website.

The regulation does not alter the material conditions of the public offering or the principles regarding the approval of the prospectus; rather, it allows for certain applications to be given priority in terms of the order of review and resolution.

2. Applications Eligible for Priority2.1. Public Offerings by Local and Regional Companies

An IPO application may be given priority if a company meets the following conditions:

• The company’s headquarters has not changed in the past five years,
• The city where the factory, production facility, or service office from which it derives more than 50% of its revenue is located has not changed in the past five years, and
• The company must be the first in that city to go public and be traded on the stock exchange.

This criterion is expected to support the expansion of capital markets throughout Turkey and encourage companies that create economic value in their regions to pursue IPOs. In practice, it will be important to provide information and documentation regarding the company’s headquarters, locations of operations, and the geographic distribution of revenue over the past five-year period.

2.2. Initial Public Offerings of Publicly Controlled Partnerships

Applications from partnerships in which the Ministry of Treasury and Finance, Türkiye Varlık Fonu Yönetimi A.Ş., or public institutions hold direct or indirect management control may also be included in the scope of priority review.

It is understood that, with regard to this criterion, the focus will be not only on the percentage of shareholding but also on who holds management control of the partnership. The regulation is expected to accelerate the IPO schedules of public subsidiaries and companies under public control and to support the integration of these companies into the capital markets.

2.3. Large-Scale and Foreign Investor-Focused IPOs

Priority may be given to an application if all three of the following conditions are met:

• The market value of the shares to be offered must exceed 15,000,000,000 TL,
• At least 50% of the shares to be offered in the IPO are projected to be allocated to a group of foreign investors, and
• A draft set of documents prepared in a foreign language, ensuring that the public offering is conducted in accordance with the Capital Markets Law, relevant subordinate regulations, and generally accepted international standards, is submitted to the Capital Markets Board (SPK).

In this context, it should be noted that the 15 billion TL size threshold alone is not sufficient; the conditions regarding the foreign allocation ratio and the preparation of the document set in a foreign language must also be met collectively.

3. Expected Impacts on the Sector

The Policy Decision is expected to result in the following outcomes for the public offering ecosystem and capital markets:

• Geographical diversification of IPOs:

The priority granted to companies listing on the stock exchange for the first time in their respective cities may help reduce the concentration of IPOs in certain centers and contribute to companies in different regions gaining access to capital markets.

• Incentive effect for local companies:

For companies that have been operating in the same city for a long time and play a significant role in the local economy, an IPO may become a more accessible and predictable financing option.

• Support for large-scale IPOs:

The 15 billion TL threshold indicates that the regulation is specifically aimed at high-volume IPOs. The opportunity for priority review may facilitate maintaining a timing aligned with market conditions in large transactions.

• Increasing foreign investor participation:

The requirement for a minimum 50% foreign allocation may help expand the base of qualified foreign investors and encourage the inflow of foreign capital into Turkey’s capital markets.

• Strengthening compliance with international standards:

The preparation of a set of draft documents in a foreign language and in accordance with international regulations will bring IPOs closer to the review and documentation standards familiar to international investors.

• Access to capital markets for public companies:

The priority granted to state-controlled partnerships may help accelerate these companies’ financing processes through initial public offerings or other capital market channels.

• Impact on market calendars:

An increase in priority applications may affect the actual review schedule for other applications that do not meet the criteria. It would be appropriate for issuers and brokerage firms to develop their IPO plans with this new priority mechanism in mind.

4. Implementation Notes for Issuers and Advisors

If the issuer plans to take advantage of the priority review option, it is recommended that the following matters be evaluated during the initial phase of IPO preparations:

• Determining which criteria the company meets based on legal and financial data,
• Presenting the priority request clearly and with justification in the application file,
• Preparing documents showing the distribution of headquarters, places of business, and revenue over the last five years under the “local company” criterion,
• Explaining the structure of direct and indirect shareholding and management control under the public control criterion,
• For large-scale public offerings, initiating preparations for international sales, allocations, and the preparation of documents in foreign languages prior to the application.

5. Priority Review

The granting of priority is at the discretion of the Capital Markets Board (SPK). Meeting one of the criteria does not necessarily mean that the application will be reviewed on a priority basis or that the public offering will be approved. The application will be subject to a standard review in terms of all legal requirements.

Therefore, it would be appropriate for companies to prepare their requests for priority, along with their justifications and supporting documents, prior to filing the application.