The Capital Markets Board (“SPK”), through Principle Decision No. i-SPK 128.31, has introduced a new restriction and prior approval mechanism regarding large-scale share sales by certain shareholders covered by the first paragraph of Article 27 of Share Circular No. VII-128.1. The regulation significantly increases pre-transaction regulatory scrutiny in the transfer of large blocks of shares, including transactions via private orders and the BIST Wholesale Sales Market (“TSP”), as well as through transfer/assignment methods.

The regulation is significant for transactions to be conducted on or after August 29, 2026; sales completed prior to this date will not be included in the calculation of the new 12-month sales ratio.

1. What Does the New Regulation Entail?

For sales that may be made by persons covered under Article 27/1 of the Share Circular during any 12-month period, the following thresholds will apply based on the actual free-float ratio as of the sale date:

• Sales made via private orders, TSP, and transfer/assignment methods will also be included in the 12-month sales calculation.
• The actual free-float ratio will be determined based on the ratio in effect on the date each sale is made.
• In transactions where the established 2% or 4% threshold is expected to be exceeded, a pre-transfer share sale information form must be prepared and submitted to the CMB for approval.
• Shares exceeding the threshold cannot be subject to special order or TSP transactions, nor can they be transferred via transfer/assignment, without a CMB-approved share sale information form.
• Both the shareholder transferring the shares and the investment firm acting as the transfer intermediary will be responsible for compliance with this obligation.
• Sales executed prior to August 29, 2026, will not be included in the calculation of the 12-month sales ratio under the new regulation.

2. How Should This Be Interpreted in Conjunction with the Existing Share Circular System?

Article 27 of the Share Disclosure Regulation governs the share sale information form mechanism for share sales by certain major or preferred shareholders. Although the text of the Regulation sets the information form threshold at 10%, pursuant to the Capital Markets Board’s (SPK) Principle Decision No. i-SPK 128.19 dated February 14, 2023, this threshold is applied as 3% until further notice. The new i-SPK No. 128.31 Principle Decision, in particular, introduces an additional 12-month restriction and a pre-transaction approval layer for the transfer of large share blocks, including through private orders, TSP, and transfer/assignment channels.

Therefore, when planning a transaction, one must consider not only whether the sale will take place on or off the exchange but also whether the seller is a person covered by Article 27 of the Shareholding Regulation, the actual free-float ratio as of the sale date, the volume of sales over the past 12 months, and the selected transaction method.

3. Sectoral Impacts

• Transaction flexibility will decrease in block share sales and shareholder exits. In publicly traded companies, the transfer of large blocks of shares by controlling or significant shareholders to strategic investors, financial investors, or intra-group/affiliated entities will be planned at an earlier stage, taking into account the CMB threshold and approval process. In particular, spreading transactions over time or evaluating different structures may come into consideration instead of a single high-volume sale.
• The effective free-float ratio is becoming one of the key parameters in transaction planning. Since a 2% limit applies to companies with an effective free-float ratio above 50% and a 4% limit applies to those with a ratio of 50% or below, a sale of the same size could result in different regulatory outcomes depending on the issuer. Furthermore, since the threshold is determined based on the current actual free float ratio as of the sale date, confirming any changes in the ratio prior to the transaction will become increasingly important.
• The need for pre-trade checks will increase for block trades and TSP transactions. Block trades and TSP mechanisms, frequently used in large share transfers, have not been excluded from the new limit calculation. Therefore, even if the transaction price, buyer-seller agreement, and Exchange procedures have been finalized, the transaction cannot be executed without CMB approval if the sales ratio limit is exceeded.
• Special transactions conducted via transfer/assignment will become more visible and auditable. By extending its scope to include not only traditional exchange sales but also the transfer of shares between accounts via transfer/assignment, the regulation makes it more difficult to circumvent the information reporting system by using different transaction techniques for large share movements.
• The pre-trade compliance and control burden on brokerage firms will increase significantly. Since the investment firm acting as an intermediary will be held explicitly liable, the seller’s status under Article 27 of the Communiqué, their sales over the past 12 months, the current actual free-float ratio, and any required information form or CMB approval must be verified prior to the transaction. This will require closer coordination, particularly among block trading desks, corporate finance, and custody/operations units.
• Transparency and oversight of market impact in major shareholder sales will be strengthened. Linking transactions above the threshold to an CMB-approved information form will ensure that the potential effects of large share sales on investors and the market are monitored at an earlier stage. Conversely, the approval process should be considered as a factor that could extend the transaction timeline in private sales where timing is critical.
• Block trades involving funds must also be evaluated under fund regulations. The amendments to the Guide on Investment Funds dated August 28, 2026, have also introduced new restrictions on investment fund transactions involving partnership shares conducted via private orders or through a TSP. Therefore, in block trades where an investment fund acts as the buyer or seller, it will be necessary to simultaneously verify compliance with both i-SPK 128.31 and the provisions of the Guide specific to the relevant fund type.

4. Recommended Actions for Companies, Shareholders, and Investment Institutions

• Monitoring of sales conducted after August 29, 2026, based on a 12-month rolling period for each shareholder and issuer,
• Confirming the current actual free-float ratio based on MKK/KAP data prior to each transaction,
• Determining at the outset of the transaction whether the seller falls under the scope of Article 27/1 of the Share Circular,
• Including special orders, TSP transactions, and transfer/assignment transactions in the same sales limit control,
• In transactions where exceeding the 2% or 4% threshold is anticipated, the inclusion of the share sale information form and the SPK approval period in the transaction schedule from the outset,
• Updating brokerage firms’ corporate finance, sales, compliance, and operational procedures in accordance with the new control mechanism,
• In transactions involving investment funds, additionally verifying compliance with the trading restrictions set forth in the Guide on Investment Funds.

5. General Assessment

The new Principle Decision brings the exit of major shareholders in publicly traded companies under a pre-control regime that is based not only on the dimension of public disclosure but also on transaction volume and method. Particularly with regard to block sales, strategic partner entries and exits, special order/TSP transactions, and large share transfers conducted via book-entry, the “transact first, report later” approach is being replaced by pre-transaction limit checks and, where necessary, CMB approval.

From the industry’s perspective, the most significant consequence is that shareholders and brokerage firms will be required to align large share sales with the regulatory calendar at an earlier stage, systematically track the 12-month sales history, and evaluate the current actual free-float ratio as an integral part of the transaction conditions.