The Capital Markets Board (SPK) Has Updated Its Policy Decision Regarding Large Share Sales

The Capital Markets Board (“SPK”), in itsi-SPK Decision No. 128.31, which introduced a new regime for large share sales conducted outside the stock exchange, has updated this regime under i-SPK Decision No. 128.31.a, adopted by Decision No. 53/1590 dated August 31, 2026.

While the new decision retains the basic thresholds and prior approval system of the August 28, 2026, regulation, it introduces two significant additions in terms of implementation: (i) an explicit prohibition on converting shares that are not traded on the stock exchange into shares that are traded on the stock exchange prior to the approval of the information form, and (ii) the exemption of BIST 30 companies and certain publicly controlled partnerships from the new regime.

Therefore, the decision dated August 31, 2026, is not merely a technical reiteration of the previous regulation but constitutes an update that both tightens the procedural sequence and significantly narrows the scope of application.

1. Principles Carried Over Unchanged from the Previous Regulation

i- The following fundamental rules have been retained under SPK Article 128.31.a:

• For persons covered by Article 27/1 of the Share Circular, over any 12-month period, off-exchange sales exceeding 2% of the capital/voting rights in partnerships where the actual free-float ratio exceeds 50%, and 4% in partnerships where the free-float ratio is 50% or less, are subject to restrictions.
• Sales executed via private orders, the BIST Wholesale Sales Market (“TSP”), and through transfer/assignment methods are also included in this calculation.
• The actual free-float ratio is determined based on the ratio in effect on the date each sale is made.
• Prior to transfers exceeding the threshold, a share sale information form must be prepared and submitted to the Capital Markets Board (SPK) for approval; no private order, TSP transaction, or transfer/assignment may be executed without such approval.
• Both the shareholder transferring the shares and the investment firm acting as the transfer agent are responsible for compliance.
• Over-the-counter sales executed prior to August 29, 2026, are not included in the calculation of the 12-month sales ratio.

2. New Provisions Added by the Decision Dated August 31, 2026

The most significant technical consequence of the new decision is that the information form/CMA approval requirement has been extended not only to the time of transfer or sale but also to the stage of converting non-traded shares into tradable shares on the stock exchange. Thus, the avenue for conducting the conversion process before the approval process is completed—thereby creating a position ready for sale—has been explicitly closed.

3. Potential Impacts on the Market and Trading Structures

• Flexibility in block trades for BIST 30 shares will increase. Exempting BIST 30 companies from the new restrictions will allow for the planning of special orders, TSP transactions, and off-exchange block transfers involving shares of highly liquid and large-scale companies without being subject to the additional approval period under i-SPK 128.31.a. This development could reduce transaction times and regulatory uncertainty, particularly for institutional investors and major shareholders engaging in block trades.

• Transaction ease will be provided for publicly controlled partnerships. Including partnerships under the direct or indirect management control of the Treasury, Türkiye Varlık Fonu Yönetimi A.Ş., or public institutions within the scope of the exemption will prevent delays in large share transfers at these companies due to the new 2%/4% regime.

• Pre-transaction preparations will become more critical for companies outside the BIST 30. For publicly traded partnerships not covered by the exemption, the seller’s status, sales history over the past 12 months, and current actual free-float ratio—as well as whether the shares are listed or unlisted on the stock exchange—will be mandatory elements of the pre-closing checklist regarding large share sales.

• The MKK conversion process is now directly subject to CMB approval. For non-listed shares covered by the decision, since conversion to listed status cannot be carried out without approval of the information form, conversion procedures with the MKK may now have to be postponed to a later stage in the transaction timeline.

• CMC approval will become a more frequent precondition in share transfer agreements. Particularly in strategic block sales, approval of the share sale information form and, if necessary, the completion of the conversion process at may be structured as a closing condition (“condition precedent”); the allocation of risks related to the long standstill period, the right of termination, and regulatory approval among the parties will gain greater importance.

• Brokerage firms’ classification and pre-screening processes will become two-tiered. Prior to the transaction, it will first be necessary to determine whether the issuer qualifies for the BIST 30 or public control exemption; if no exemption applies, sales over the past 12 months must be reviewed against the 2%/4% threshold. Consequently, while the operational burden will decrease for transactions covered by the exemption, the control mechanism will become more detailed for other transactions.

• A differentiated block sale regime will emerge in the market. Due to the new exemptions, large and highly liquid BIST 30 companies, as well as companies under public control, will have a more flexible regulatory framework for large share transfers compared to other publicly traded companies. This distinction may influence the timing and preferred transaction structure of certain block trades.

4. Important Legal Notes

• The exemption granted to BIST 30 and state-controlled companies applies solely to the limitations and conditions set forth in i-SPK 128.31.a. Other capital markets regulations—such as the Share Circular, special situation disclosures, Stock Exchange/MKK regulations, or obligations applicable to the transaction parties—must be evaluated separately.
• The assessment of the exemption must be made as of the transaction date. Given that the composition of the BIST 30 may change periodically, it is important to confirm the current index status of the relevant security prior to the transaction.
• In transactions where an investment fund acts as the buyer or seller, the exemptions under i-SPK 128.31.a do not automatically override special order/TSP and share transaction limitations independently established in fund regulations; the provisions of the Guide on Investment Funds specific to the relevant fund type must also be reviewed.

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

• Confirming at the start of the transaction whether the issuer is included in the BIST 30 or falls under the relevant public control exemption,
• For transactions not covered by the exemption, verify whether the seller is a person covered under Article 27/1 of the Share Circular and monitor their sales over the past 12 months,
• Verify the current actual free-float ratio as of the sale date using MKK/KAP data,
• For shares not traded on the stock exchange, do not initiate a conversion process with MKK without obtaining approval from the Capital Markets Board (SPK),
• In block trades requiring approval of the information form, the CMB’s approval period must be included in advance in the share transfer agreement and the closing schedule,
• Updating brokerage firms’ corporate finance, block sales, compliance, custody, and operational procedures to include the new exemption and prohibition on conversions,
• In addition, independent verification of relevant fund regulatory restrictions in transactions involving funds.

6. General Assessment

The i-SPK Principle Decision No. 128.31.a dated August 31, 2026, while preserving the fundamental approach of the regulation dated August 28, 2026, strengthens the control mechanism by preventing the conversion of shares into a tradable form on the stock exchange prior to SPK approval; on the other hand, it narrows the scope of application by excluding BIST 30 companies and certain publicly controlled partnerships.

From a market perspective, the most notable consequence is the emergence of two distinct regulatory regimes for large share transfers: for BIST 30 companies and publicly controlled partnerships within the scope of the regulation, the pre-transaction restrictions arising from the new regulation will not apply; for other publicly traded partnerships, however, the approval of the information form, the conversion of shares to a tradable status, and the closing of the transaction will be more tightly linked. For this reason, it is particularly important to reflect the regulatory approval timeline in the transaction documentation at an earlier stage, especially for block sales outside the BIST 30.