D-MARKET Electronic Services & Trading, the parent of HEPS, reported that investment fund VR Global Partners, L.P. and related VR entities, together with Richard Deitz, beneficially own 16,472,821 Ordinary Shares. As of December 31, 2025, this represents about 4.6% of the outstanding Ordinary Shares.
The shares are held directly by the Fund, with VR Advisory and its upstream Cayman entities, plus Mr. Deitz, deemed indirect beneficial owners through control relationships. The filers state the position is held in the ordinary course of business and not for the purpose of changing or influencing control of D-MARKET.
Positive
None.
Negative
None.
FAQ
What ownership stake in HEPS does VR Global Partners report on this Schedule 13G?
VR Global Partners and related VR entities report owning 16,472,821 D-MARKET Ordinary Shares, about 4.6% of the class. This percentage is based on 357,225,200 Ordinary Shares outstanding, combining previously reported shares and those issued after a capital increase.
Who are the reporting persons in the HEPS Schedule 13G filing?
The 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 reporting persons. The fund holds the shares directly, while the other entities and Mr. Deitz are deemed indirect beneficial owners.
How did the filers calculate their 4.6% ownership of HEPS shares?
The 4.6% figure is based on 357,225,200 Ordinary Shares outstanding. That total includes 321,382,906 shares from D-MARKET’s Form 20-F as of December 31, 2024, plus 35,842,294 additional shares issued after a capital increase disclosed in a Form 6-K.
Does this HEPS Schedule 13G indicate an attempt to influence control of D-MARKET?
No, the filers certify the shares were acquired and are held in the ordinary course of business, not to change or influence control. They also state the holdings are not part of any transaction aimed at altering control, except limited nomination-related activities.
What voting and dispositive power do the VR entities report over HEPS shares?
The reporting persons disclose sole power to vote and dispose of 16,472,821 Ordinary Shares, with no shared voting or dispositive power. This means all reported control over these HEPS shares is concentrated under the VR fund structure and its controlling entities.
Why does the HEPS Schedule 13G mention ownership of 5 percent or less of the class?
The filing notes that the reporting persons own 5 percent or less of D-MARKET’s Ordinary Shares. This aligns with the reported 4.6% stake and is a standard disclosure item confirming that their beneficial ownership is below the 5% threshold.
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 No.:
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:
16,472,821 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 16,472,821 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 16,472,821 Ordinary Shares held by the Fund. VRCG, as the sole shareholder of VRCP, also may be deemed to beneficially own the 16,472,821 Ordinary Shares held by the Fund. VRCH, as the sole shareholder of VRCG, also may be deemed to beneficially own the 16,472,821 Ordinary Shares held by the Fund. Mr. Deitz, as the control person of VR and VRCP, also may be deemed to beneficially own the 16,472,821 Ordinary Shares held by the Fund.
(b)
Percent of class:
As of December 31, 2025, each of the Fund, VR, VRCP, VRCG, VRCH and Mr. Deitz may be deemed to beneficially own 16,472,821 Ordinary Shares of the Issuer, representing approximately 4.6% of the Ordinary Shares outstanding.
The above percentages are based on 357,225,200 Ordinary Shares, consisting of (i) 321,382,906 Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on April 30, 2025, and (ii) 35,842,294 Ordinary Shares issued following the Issuer's capital increase, as disclosed in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on December 29, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
16,472,821.00
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
16,472,821.00
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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:
02/17/2026
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
