The Board of the Capital Markets Board of Türkiye (“CMB”), by its decisions dated 03/09/2026 and numbered 54/1614 and 54/1626, has updated the rules on share ownership disclosures and the calculation of free float for companies whose shares are traded on Borsa İstanbul AŞ Equity Market.
Under the new rules, the minimum threshold for share or voting right disclosures has been lowered to 3%, while the impact of repurchased shares and certain indirect shareholdings on the free float calculation has been separately regulated.
Minimum Threshold for Share or Voting Right Disclosures Lowered to 3%
Under CMB’s Decision No. i-SPK.15.2, the minimum threshold for share ownership disclosures to be made pursuant to Communiqué No. II-15.1 on Material Events has been lowered from 5% to 3%.
Accordingly, disclosures to be made when certain thresholds of shares or voting rights in the capital of an issuer whose shares are traded on the stock exchange are reached or fallen below shall now start at the 3% level.
This change is also significant for persons acting in concert and indirect shareholding structures, in addition to direct changes in share ownership. While direct changes in share ownership can be monitored by the Central Registry Agency (“CRA”), in cases where thresholds are exceeded due to concert party relationships or indirect ownership, the relevant persons must separately assess their disclosure obligations.
CRA Tables Updated with New Thresholds
The Decision has also amended the rules regarding the share ownership tables to be updated by the CRA.
Accordingly, the table showing natural and legal persons who directly hold 3% or more of the shares or voting rights in the capital of issuers whose shares are traded on the stock exchange shall be updated by the CRA whenever a change occurs.
In addition, a separate table showing natural and legal persons who indirectly hold 10% or more of the shares through hedge funds, private hedge funds and other publicly held companies traded on the stock exchange shall also be updated by the CRA.
The CMB has further noted that the indirect share ownership data to be disclosed by the CRA cannot be directly relied upon for regulatory purposes such as mandatory tender offer obligations, and that such data is intended to provide information regarding the proportion of proprietary rights.
Scope of Free Float Calculation Changed
CMB’s Decision No. i-SPK.81.1 has repealed the previous decisions on the concept of free float and consolidated the rules under a single decision. The decision continues to define free float as the concept indicating the public ownership ratio of companies whose shares are traded on the Borsa İstanbul AŞ Equity Market.
While the new decision largely preserves the list of shares to be excluded from free float, it introduces certain significant additions. Repurchased shares shall now be excluded from the free float calculation. Furthermore, issuer shares indirectly held by persons holding excluded shares through hedge funds, private hedge funds and other publicly held companies traded on the stock exchange shall also be deducted from the free float calculation in proportion to the relevant ownership ratios.
The full text of the Decisions is available at this link in CMB’s Bulletin No. 2026/57.
