Vote on TRY 9.3B capital hike at D-MARKET (NASDAQ: HEPS)
Rhea-AI Filing Summary
D-MARKET Electronic Services & Trading (Hepsiburada) has called an Extraordinary General Assembly of shareholders for August 14, 2026 at 11:00 in Istanbul to approve a share capital increase totaling TRY 9,321,419,250.00. Of this, TRY 14,285,700.00 will be added to the nominal value of newly issued shares and TRY 9,307,133,550.00 to share premium.
The nominal share capital would rise from TRY 72,368,116.80, divided into 361,840,584 shares, to TRY 86,653,816.80, divided into 433,269,084 shares, while the nominal value per share remains TRY 0.20. The increase is to be subscribed and paid in cash by shareholders other than The Bank of New York Mellon, whose pre-emptive rights are proposed to be disapplied to avoid a costly U.S. public offering.
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Key Figures
Key Terms
Extraordinary General Assembly regulatory
pre-emptive rights regulatory
Articles of Association regulatory
Turkish Commercial Code regulatory
FAQ
When and where is Hepsiburada's Extraordinary General Assembly scheduled?
Why are The Bank of New York Mellon's pre-emptive rights being disapplied in the HEPS capital increase?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date of Report: July 14, 2026
Commission File Number: 001-40553
D-MARKET Elektronik Hizmetler ve Ticaret Anonim Şirketi
(Exact Name of registrant as specified in its charter)
D-MARKET Electronic Services & Trading
(Translation of Registrant‘s Name into English)
Kuştepe Mahallesi Mecidiyeköy Yolu
Cadde no: 12 Kule 2 K2
Istanbul, Türkiye
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| D-MARKET ELECTRONIC SERVICES & TRADING | ||
| July 14, 2026 | By: | /s/ ENDER ÖZGÜN |
| Name: | Ender Özgün | |
| Title: | Chief Executive Officer | |
| By: | /s/ M. SEÇKİN KÖSEOĞLU | |
| Name: | M. Seçkin Köseoğlu | |
| Title: | Chief Financial Officer | |
EXHIBITS
| Exhibit | Title | |
| 99.1 | Press release of D-MARKET Electronic Services & Trading dated July 14, 2026 | |
| 99.2 | Proxy Card | |
| 99.3 | Explanatory notes on the agenda and information about the extraordinary general assembly of the shareholders of D-MARKET to be held on August 14, 2026 | |
Exhibit 99.1
Hepsiburada Announces Extraordinary General Assembly Meeting
ISTANBUL, July 14, 2026 (GLOBE NEWSWIRE) -- D-MARKET Electronic Services & Trading (d/b/a “Hepsiburada”) (NASDAQ: HEPS), a leading Turkish e-commerce platform (referred to herein as “Hepsiburada” or the “Company”), announces that the Board of Directors has decided to call for an Extraordinary General Assembly Meeting of Shareholders (the “Extraordinary General Assembly”) to convene at its headquarters located at the address of “Kuştepe Mahallesi Mecidiyeköy Yolu Caddesi No:12 Trump Towers, Tower No:2 Floor:2 Şişli/İstanbul” on August 14, 2026, at 11:00 (local time) to authorize a share capital increase in an aggregate amount of TRY 9,321,419,250.00, of which TRY 14,285,700.00 shall be allocated to the nominal value of the newly issued shares and the remaining TRY 9,307,133,550.00 shall be allocated to the share premium. As a result, the nominal share capital of the Company will be increased from TRY 72,368,116.80, divided into 361,840,584 shares to TRY 86,653,816.80, divided into 433,269,084 shares. The nominal value of the shares will remain unchanged at TRY 0.20 (20 Kuruş). The Bank of New York Mellon’s pre-emptive rights in connection with the share capital increase pursuant to Article 461/2 of the TCC will be disapplied, as explained in the Explanatory Note on the agenda mentioned below:
| 1. | Opening of the meeting and election of the Extraordinary General Assembly Meeting Chairmanship; |
| 2. | Authorization of the General Assembly Meeting Chairman to sign the minutes of the meeting; |
| 3. | Discussion of increasing the Company’s current total share capital and matters of pre-emptive rights as per Article 461/2 of the TCC and amendment of Article 6 of the Company’s Articles of Association titled “Capital” as set forth in the “New Text”; and |
| 4. | Closing. |
Explanatory notes on the agenda items along with the copies of certain materials related to the Extraordinary General Assembly are made available on the Company’s investor relations website https://investors.hepsiburada.com/ as of July 14, 2026.
Holders of the Company’s American Depositary Shares (the “ADSs”) who wish to exercise their voting rights for the underlying shares must act through the depositary of the Company’s ADS program, The Bank of New York Mellon.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995, and encompasses all statements, other than statements of historical fact contained in this press release, and include but are not limited to, statements regarding changes to the Company’s Articles of Association. These forward-looking statements can be identified by terminology such as “may,” “could,” “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “targets,” “likely to” and similar statements.
These forward-looking statements are based on management’s current expectations. However, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. These statements are neither promises nor guarantees but involve known and unknown risks, uncertainties and other important factors and circumstances that may cause Hepsiburada’s actual results, performance or achievements to be materially different from its expectations expressed or implied by the forward-looking statements, including conditions in the U.S. capital markets, negative global economic conditions, potential negative developments resulting from epidemics or natural disasters, other negative developments in Hepsiburada’s business or unfavorable legislative or regulatory developments. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. For a discussion of additional factors that may affect the outcome of such forward-looking statements, see our 2025 annual report filed with the SEC on Form 20-F (File No. 001-40553), and in particular the “Risk Factors” section, as well as the other documents filed with or furnished to the SEC by the Company from time to time. Copies of these filings are available online from the SEC at www.sec.gov, or on the SEC Filings section of our Investor Relations website at https://investors.hepsiburada.com. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release. All forward-looking statements in this press release are based on information currently available to the Company, and the Company and its authorized representatives assume no obligation to update these forward-looking statements in light of new information or future events. Accordingly, undue reliance should not be placed upon the forward-looking statements.
About Hepsiburada
Hepsiburada is a leading e-commerce technology platform in Türkiye, connecting millions of customers with a broad range of products and services. Through its marketplace, retail operations, logistics capabilities, payment solutions and customer-focused technology, Hepsiburada aims to make commerce easier, faster and more accessible for customers and businesses across Türkiye.
Investor
Relations Contact
ir@hepsiburada.com
Media Contact
corporatecommunications@hepsiburada.com
Exhibit 99.2
| Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved styleIPC D-Market Electronic Services & Trading Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. (NY City Time) on August 7, 2026) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipt of D-Market Electronic Services & Trading registered in the name of the undersigned on the books of the Depositary as of the close of business July 20, 2026 at the Extraordinary General Meeting of D-Market Electronic Services & Trading to be held on August 14, 2026 in Istanbul. NOTES: 1. Please direct the Depositary how it is to vote by placing X in the appropriate box opposite the resolution. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE D-Market Electronic Services & Trading Extraordinary General Meeting of Shareholders For Shareholders of record as of July 20, 2026 Friday, August 14, 2026 11:00 AM, Local Time BNY: PO BOX 505006, Louisville, KY 40233-5006 Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 12:00 p.m. (NYC Time) on August 7, 2026 Have your ballot ready and please use one of the methods below for easy voting: Your vote matters! Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. [ |
| Please make your marks like this: PROPOSAL YOUR VOTE FOR AGAINST 1. Opening of the meeting and election of the General Assembly Meeting Chairmanship, #P1# #P1# 2. Authorization of the General Assembly Meeting Chairmanship to sign the minutes of the meeting, #P2# #P2# 3. Discussion of increasing the Company's current total share capital and matters of pre-emptive rights as per Article 461/2 of the TCC and amendment of Article 6 of the Company's Articles of Association titled "Share Capital" as set forth in the "New Text" below, and resolving on these, and #P3# #P3# 4. Closure of the meeting. Proposal_Page - VIFL Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date D-Market Electronic Services & Trading Extraordinary General Meeting of Shareholders Non-votable □ □ □ □ □ □ |
Exhibit 99.3
D-MARKET ELEKTRONİK HİZMETLER VE TİCARET A.Ş.
(D-MARKET ELECTRONIC SERVICES AND TRADING)
EXPLANATORY NOTES ON THE AGENDA AND
INFORMATION ABOUT THE EXTRAORDINARY GENERAL
ASSEMBLY OF THE SHAREHOLDERS OF D-MARKET
TO BE HELD ON AUGUST 14, 2026
Shareholders in D-Market Elektronik Hizmetler ve Ticaret A.Ş. (the “Company”) are invited to attend the Extraordinary General Assembly Meeting of Shareholders (the “General Assembly”) to be held on August 14, 2026, at 11.00 (local time) at Kuştepe Mahallesi Mecidiyeköy Yolu Caddesi No:12 Trump Towers Tower No:2 Floor:2 Şişli/İstanbul, the Republic of Türkiye.
Agenda of the General Assembly and Other Information
| 1. | Opening of the meeting and election of the General Assembly Meeting Chairmanship |
The General Assembly Chairman shall be elected by the Company’s shareholders as set forth by the Regulation on the Principles and Procedures for General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry Attending Such Meetings (the “Regulation”) issued under the Turkish Commercial Code No: 6102 (the “TCC”), as well as the Articles of Association and the Internal Directive on the Working Principles of the General Assembly of the Company. Once the General Assembly Chairman is elected by the Company’s shareholders, the Chairman shall appoint the Minutes Clerk and Vote Collector.
| 2. | Authorization of the General Assembly Meeting Chairman to sign the minutes of the meeting |
The Company’s shareholders attending the General Assembly shall vote to authorize the General Assembly Chairmanship to sign the minutes of the General Assembly.
| 3. | Discussion of increasing the Company’s current total share capital and matters of pre-emptive rights as per Article 461/2 of the TCC and amendment of Article 6 of the Company’s Articles of Association titled “Capital” as set forth in the “New Text” |
The Company’s shareholders shall vote to amend Article 6 titled “Capital” of the Company’s Articles of Association to increase the share capital in an aggregate amount of TRY 9,321,419,250.00 of which TRY 14,285,700.00 shall be allocated to the nominal value of the newly issued shares and the remaining TRY 9,307,133,550.00 shall be allocated to the share premium. The share capital increase shall be subscribed to, and paid in full, by the Company’s shareholders (except as set forth in the following paragraph), in cash and prior to the registration of the General Assembly’s resolution with the Istanbul Trade Registry Directorate.
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Considering that the participation of The Bank of New York Mellon in the proposed share capital increase would require a public offering to be conducted in the United States under the U.S. Securities Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended, and that such an offering would entail significant time and costs, which would adversely affect the Company’s financial condition and expose the Company to additional potential liabilities associated with the offering, and further considering that the purpose of the share capital increase is to provide additional financing to the Company in the most efficient manner and to avoid imposing additional financial burdens on the Company, it is proposed to disapply for just cause The Bank of New York Mellon’s pre-emptive rights in connection with the share capital increase pursuant to Article 461/2 of the TCC.
According to the new text of Article 6, the nominal share capital of the Company shall be increased from TRY 72,368,116.80, divided into 361,840,584 shares each with a nominal value of TRY 0.20 (20 Kuruş), to TRY 86,653,816.80, divided into 433,269,084 shares each with a nominal value of TRY 0.20 (20 Kuruş).
The proposed amendments to Article 6 of the Company’s Articles of Association are attached to this Explanatory Note in comparative form.
| 4. | Closing of the Meeting |
There are no issues to be voted on under Item 4 of the Extraordinary General Assembly Agenda.
Annex 1: D-Market Elektronik Hizmetler ve Ticaret Anonim Şirketi Draft Amendments to the Articles of Association.
2
Annex-1: AMENDMENT TEXT / FORMER TEXT:
Article 6- CAPITAL
The issued-up share capital of the Company is TRY 72,368,116.80 divided into 361,840,584 shares each with a nominal value of TRY 0.20 (20 Kuruş).
The former share capital of the Company, which is TRY 65,199,658, divided into 325,998,290 shares each with a nominal value of TRY 0.20 (20 Kuruş) is fully paid in by the shareholders.
As to the newly increased share capital in the amount of TRY 4,171,960,010.85, the portion corresponding to TRY 7,168,458.80, as nominal value and TRY 4,164,791,552.05, as share premium has been subscribed, and fully paid by the Company’s shareholders in cash prior to the registration of the general assembly resolution with the İstanbul Trade Registry Directorate.
The Company has adopted the registered capital system as per the provisions of the Turkish Commercial Code numbered 6102. The ceiling of the registered capital is TRY 280,000,000.00 and is represented by 1,400,000,000 registered shares each having a nominal value of TRY 0.20 (20 Kuruş). The board of directors is authorized to increase the Company’s issued capital by way of issuance of new shares up to the registered capital ceiling, in line with the Turkish Commercial Code. The term of authority is until May 5, 2026. If the permitted registered capital ceiling is not reached by such date, in order for the board of directors to pass a resolution for capital increase after May 5, 2026, the board of directors must obtain authorization from the general assembly for a new term for the previously permitted registered capital ceiling or a new amount registered capital ceiling. In case of failure to obtain such authorization, the Company shall be deemed to exit the registered capital system.
Until May 5, 2026, the Board of Directors is authorized to pass resolutions on matters regarding increase of the issued capital through issuance of new shares, restriction of shareholders’ right to acquire new shares, issuance of shares with a value above the nominal value, provided that the registered capital ceiling is not exceeded. The authority to restrict acquisition of new shares may not be exercised in a manner to cause inequality among the shareholders. The board resolution regarding capital increase shall be announced as stipulated in the announcement article of the articles of association.
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Annex-1: AMENDMENT TEXT/ NEW TEXT:
Article 6- CAPITAL
The share capital of the Company is TRY 86,653,816.80 divided into 433,269,084 shares each with a nominal value of TRY 0.20 (20 Kuruş). All of these shares are registered shares.
The former share capital of the Company, which is TRY 72,368,116.80 divided into 361,840,584 shares each with a nominal value of TRY 0.20 (20 Kuruş) is fully paid in by the shareholders.
The newly increased share capital in the amount of TRY 9,321,419,250.00, which comprises of TRY 14,285,700.00 as nominal value and TRY 9,307,133,550.00 as share premium, has been subscribed, and fully paid in by the Company’s shareholders in cash prior to the registration of the general assembly resolution with the Istanbul Trade Registry Directorate.
The Board of Directors may issue share certificates in various denominations representing more than one share.
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