D-MARKET Electronic Services & Trading Schedule 13G reports that VR Global Partners, L.P. and affiliated entities, including VR Advisory Services Ltd and related Cayman companies, together with founder Richard Deitz, are each deemed to beneficially own 18,410,004 Ordinary Shares.
The filing states this holding represents approximately 5.2% of the Issuer's Ordinary Shares based on 357,225,200 Ordinary Shares outstanding as of December 31, 2025. The shares are Ordinary Shares with nominal value TRY 0.20 per share (CUSIP 23292B104).
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Insights
VR-affiliated entities and Richard Deitz report a 5.2% beneficial stake (18,410,004 shares).
The Schedule 13G lists the Fund as the direct holder and attributes voting and dispositive power to VR (its general partner), VRCP, VRCG, VRCH and Richard Deitz through control relationships. The filing cites 357,225,200 Ordinary Shares outstanding as of December 31, 2025 as the basis for the percentage.
The statement includes a joint filing agreement and a certification that the holdings are not intended to change control. Timing and transactional detail are not included; subsequent filings would show any acquisitions or dispositions.
Key Figures
Shares beneficially owned:18,410,004 sharesPercent of class:5.2%Shares outstanding (basis):357,225,200 shares+2 more
5 metrics
Shares beneficially owned18,410,004 sharesDirectly held by VR Global Partners, L.P.; reported in Schedule 13G
Percent of class5.2%Calculated using 357,225,200 Ordinary Shares outstanding as of December 31, 2025
Shares outstanding (basis)357,225,200 sharesReported outstanding as of December 31, 2025 in the Issuer's Form 20-F
Nominal share valueTRY 0.20 per shareOrdinary Shares nominal value as stated in the filing
CUSIP23292B104Identifier for Ordinary Shares class
Key Terms
Beneficially owned, Schedule 13G, Joint Filing Agreement, Sole Voting/Dispositive Power
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Schedule 13Gregulatory
"Item 1. | (a) | Name of issuer: D-MARKET Electronic Services & Trading"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Joint Filing Agreementlegal
"Exhibit 99.1 - Joint Filing Agreement"
Sole Voting/Dispositive Powerregulatory
"Sole Voting Power 18,410,004.00 | Sole Dispositive Power 18,410,004.00"
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What stake does VR Global Partners report in HEPS (D-MARKET)?
The filing reports VR Global Partners and affiliated entities beneficially own 18,410,004 Ordinary Shares, equal to approximately 5.2% of the class based on 357,225,200 shares outstanding as of December 31, 2025.
Who is included in the joint filing for HEPS Schedule 13G?
The joint filing lists VR Global Partners, L.P., VR Advisory Services Ltd, VR Capital Participation Ltd, VR Capital Group Ltd, VR Capital Holdings Ltd, and Richard Deitz as the Reporting Persons under the agreement.
How was the 5.2% ownership percentage calculated?
The percentage is based on 357,225,200 Ordinary Shares outstanding as of December 31, 2025, a figure cited in the issuer's Form 20-F referenced in the Schedule 13G filing on April 30, 2026.
Are these shares held to influence control of D-MARKET (HEPS)?
The filing includes a signed certification stating the securities were not acquired and are not held for the purpose of changing or influencing control, except for activities solely in connection with a nomination under Rule 11.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
D-MARKET Electronic Services & Trading
(Name of Issuer)
Ordinary Shares, nominal value TRY 0.20 per share
(Title of Class of Securities)
23292B104
(CUSIP Number)
06/17/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
23292B104
1
Names of Reporting Persons
VR Advisory Services Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,410,004.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,410,004.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,410,004.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
23292B104
1
Names of Reporting Persons
VR Global Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,410,004.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,410,004.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,410,004.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
23292B104
1
Names of Reporting Persons
VR CAPITAL PARTICIPATION LTD.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,410,004.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,410,004.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,410,004.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
CO, HC
SCHEDULE 13G
CUSIP Number(s):
23292B104
1
Names of Reporting Persons
VR CAPITAL GROUP LTD.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,410,004.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,410,004.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,410,004.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
CO, HC
SCHEDULE 13G
CUSIP Number(s):
23292B104
1
Names of Reporting Persons
VR CAPITAL HOLDINGS LTD.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,410,004.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,410,004.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,410,004.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
CO, HC
SCHEDULE 13G
CUSIP Number(s):
23292B104
1
Names of Reporting Persons
Richard Deitz
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,410,004.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,410,004.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,410,004.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) VR Global Partners, L.P. (the "Fund");
(ii) VR Advisory Services Ltd ("VR");
(iii) VR Capital Participation Ltd. ("VRCP");
(iv) VR Capital Group Ltd. ("VRCG");
(v) VR Capital Holdings Ltd. ("VRCH"); and
(vi) Richard Deitz.
(b)
Address or principal business office or, if none, residence:
For the Fund, VRCP, VRCG and VRCH: c/o Intertrust (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
For VR: 601 Lexington Avenue, 59th Floor, New York, New York, 10022, USA
For Mr. Deitz: The Kensington Building, 1 Wrights Lane, Fourth Floor, London W8 5RY, United Kingdom
(c)
Citizenship:
(i) The Fund is a Cayman Islands exempted limited partnership;
(ii) VR is a Cayman Islands exempted company;
(iii) VRCP is a Cayman Islands exempted company;
(iv) VRCG is a Cayman Islands exempted company;
(v) VRCH is a Cayman Islands exempted company; and
(vi) Mr. Deitz is a United States citizen.
(d)
Title of class of securities:
Ordinary Shares, nominal value TRY 0.20 per share
(e)
CUSIP Number(s):
23292B104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
18,410,004 Ordinary Shares of D-MARKET Electronic Services & Trading (the "Issuer") reported as beneficially owned herein are directly held by the Fund. VR, as the general partner and investment adviser of the Fund, may be deemed to exercise voting and investment power over the 18,410,004 Ordinary Shares held by the Fund and thus may be deemed to beneficially own such Ordinary Shares. VRCP, as the sole shareholder of VR, also may be deemed to beneficially own the 18,410,004 Ordinary Shares held by the Fund. VRCG, as the sole shareholder of VRCP, also may be deemed to beneficially own the 18,410,004 Ordinary Shares held by the Fund. VRCH, as the sole shareholder of VRCG, also may be deemed to beneficially own the 18,410,004 Ordinary Shares held by the Fund. Mr. Deitz, as the control person of VR and VRCP, also may be deemed to beneficially own the 18,410,004 Ordinary Shares held by the Fund.
(b)
Percent of class:
As of the date hereof, each of the Fund, VR, VRCP, VRCG, VRCH and Mr. Deitz may be deemed to beneficially own 18,410,004 Ordinary Shares of the Issuer, representing approximately 5.2% of the Ordinary Shares outstanding.
The above percentages are based on 357,225,200 Ordinary Shares reported as outstanding as of December 31, 2025, in the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 30, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
18,410,004.00
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
18,410,004.00
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
VR Advisory Services Ltd
Signature:
/s/ Emile du Toit
Name/Title:
Emile du Toit / Authorized Person
Date:
06/18/2026
VR Global Partners, L.P.
Signature:
/s/ Emile du Toit
Name/Title:
Emile du Toit / Authorized Person of VR Advisory Services Ltd, its general partner
