Marti holder updates 16.6% stake structure

Oguz Alper Oktem updates his beneficial ownership in Marti Technologies, Inc., reporting 14,275,626 Class A Ordinary Shares, or 16.6% of the class.

Rhea-AI Filing Summary

Oguz Alper Oktem updates his beneficial ownership in Marti Technologies, Inc., reporting 14,275,626 Class A Ordinary Shares, or 16.6% of the class. This percentage is based on 86,042,726 Class A Ordinary Shares outstanding as of February 28, 2026.

Of the reported holdings, 10,800,000 shares are held indirectly through the Oktem Family Fund LLC, 3,184,229 shares are held directly, and 291,397 shares underlie restricted stock units vesting within 60 days. An April 22, 2026 contribution by a new member increased the Oktem Family Fund’s total holdings to 22,800,000 shares.

Under a Second Amended and Restated LLC Agreement, Oktem keeps beneficial ownership rights over Oktem Portfolio Company Shares, including an irrevocable proxy to vote and the ability to direct sales. New Holland Capital LLC, as manager, may dispose of these shares only upon specified trigger events or after October 31, 2028.

Key Figures

Beneficially owned shares: 14,275,626 Class A Ordinary Shares Ownership percentage: 16.6% Shares outstanding: 86,042,726 Class A Ordinary Shares +5 more

8 metrics

Beneficially owned shares 14,275,626 Class A Ordinary Shares Reported beneficial ownership by Oguz Alper Oktem

Ownership percentage 16.6% Percent of Marti Class A Ordinary Shares outstanding

Shares outstanding 86,042,726 Class A Ordinary Shares Outstanding as of February 28, 2026

Indirect holdings via Oktem Family Fund 10,800,000 shares Held through Oktem Family Fund and attributed to Oktem

Oktem Family Fund total holdings 22,800,000 shares Fund holdings after April 22, 2026 contribution

Directly held shares 3,184,229 shares Class A Ordinary Shares held directly by Oktem

RSUs vesting soon 291,397 shares Shares underlying restricted stock units vesting within 60 days

Trigger date for manager disposition rights October 31, 2028 Date after which manager may dispose of Oktem Portfolio Company Shares

Key Terms

beneficially own, irrevocable proxy, dispositive power, restricted stock units, +2 more

6 terms

beneficially own financial

"The Reporting Person may be deemed to beneficially own 14,275,626 Class A Ordinary Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

irrevocable proxy regulatory

"including an irrevocable proxy to control the voting of such shares"

An irrevocable proxy is a legal authorization in which a shareholder gives another person or entity the permanent right to vote their shares and cannot later take that voting permission back. It matters to investors because it locks who controls voting power on key issues—like board elections, mergers, or major policy changes—so it can change corporate control and influence the value or direction of an investment much like handing someone an unchangeable voting card.

dispositive power financial

"the ability to direct the sale of such shares at any time and sole dispositive power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

restricted stock units financial

"291,397 shares underlie restricted stock units that will vest within 60 days"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Second Amended and Restated Limited Liability Company Agreement regulatory

"pursuant to the Second Amended and Restated Limited Liability Company Agreement of the Oktem Family Fund"

Schedule 13D regulatory

"This Amendment No. 3 to ("Amendment No. 3") amends and supplements the originally filed with the"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Marti Technologies (MRT) shares does Oguz Alper Oktem report owning?

Oguz Alper Oktem reports beneficial ownership of 14,275,626 Marti Technologies Class A Ordinary Shares, representing 16.6% of the class. This figure includes direct holdings, indirect holdings through the Oktem Family Fund, and shares underlying restricted stock units vesting within 60 days.

What portion of Marti Technologies (MRT) shares does the Oktem Family Fund hold?

Following an April 22, 2026 contribution by a newly admitted member, the Oktem Family Fund holds 22,800,000 Marti Technologies Class A Ordinary Shares. Of these, 10,800,000 shares are attributed indirectly to Oguz Alper Oktem for beneficial ownership and voting control under the fund’s operating agreement.

How is Oguz Alper Oktem’s 16.6% stake in Marti Technologies (MRT) calculated?

The 16.6% ownership figure is based on 14,275,626 Class A Ordinary Shares beneficially owned by Oguz Alper Oktem divided by 86,042,726 Class A Ordinary Shares outstanding as of February 28, 2026, as reported in Marti Technologies’ most recent filing with the Securities and Exchange Commission.

What rights does Oguz Alper Oktem retain over Marti Technologies (MRT) shares in the Oktem Family Fund?

Under the Second Amended and Restated LLC Agreement, Oguz Alper Oktem maintains beneficial ownership rights over Oktem Portfolio Company Shares, including an irrevocable proxy to control voting and the ability to direct sales of those Marti Technologies shares held by the Oktem Family Fund at any time.

Who manages the Oktem Family Fund that holds Marti Technologies (MRT) shares?

New Holland Capital LLC serves as manager of the Oktem Family Fund. It may dispose of Oktem Portfolio Company Shares only upon certain trigger events, including a floor price condition, or at any time after October 31, 2028, as outlined in the fund’s amended LLC agreement.

How are Oguz Alper Oktem’s Marti Technologies (MRT) shares held across different forms?

Oguz Alper Oktem’s beneficial holdings include 10,800,000 shares held indirectly via the Oktem Family Fund, 3,184,229 shares held directly, and 291,397 shares underlying restricted stock units expected to vest within 60 days, all counted toward his reported 14,275,626-share position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 04:05 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Marti Technologies, Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

573134103

(CUSIP Number)

Oguz Alper Oktem
Buyukdere Cd. No: 237,,
Maslak Sariyer/Istanbul, W8, 34485
0 (850) 308 34 19

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 573134103

1

Name of reporting person

Oguz Alper Oktem

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TURKEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 14,275,626.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 14,275,626.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

14,275,626.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.0001 per share
(b)	Name of Issuer: Marti Technologies, Inc.
(c)	Address of Issuer's Principal Executive Offices: Buyukdere Cd. No: 237, Maslak Sariyer/Istanbul, TURKEY , 34485.
Item 1 Comment: This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on July 20, 2023 (as amended to date, the "Schedule 13D"), relating to the Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares"), of Marti Technologies, Inc., a Cayman Islands exempted company (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: Since the filing of Amendment No. 2, the Reporting Person has acquired additional Class A Ordinary Shares pursuant to awards granted to the Reporting Person by the Issuer in consideration for services rendered to the Issuer. The Reporting Person continues to hold Class A Ordinary Shares both directly and indirectly through the Oktem Family Fund LLC (the "Oktem Family Fund").
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The purpose of filing this Amendment No. 3 is to report the contribution, on April 22, 2026, of 10,800,000 Class A Ordinary Shares to the Oktem Family Fund by a newly admitted member, pursuant to the Second Amended and Restated Limited Liability Company Agreement of the Oktem Family Fund (the "2nd A&R LLCA"), which amends and restates the Amended and Restated Limited Liability Company Agreement (the "Prior LLCA"). The 2nd A&R LLCA reflects the admission of a new member to the Oktem Family Fund, who contributed 10,800,000 Class A Ordinary Shares. Following such contribution, the Oktem Family Fund holds a total of 22,800,000 Class A Ordinary Shares. Pursuant to the 2nd A&R LLCA, the Reporting Person's rights with respect to the Class A Ordinary Shares contributed by the Reporting Person and Sena Oktem (collectively, the "Oktem Members") to the Oktem Family Fund (the "Oktem Portfolio Company Shares") remain substantially the same as under the Prior LLCA. Specifically, the Reporting Person shall maintain all beneficial ownership rights to the Oktem Portfolio Company Shares held by the Oktem Family Fund, including an irrevocable proxy to control the voting of such shares and the ability to direct the sale of such shares at any time. Upon the occurrence of certain trigger events (including a floor price for the Oktem Portfolio Company Shares) or at any time after October 31, 2028, the Manager (as defined below) may exercise its rights to dispose of the Oktem Portfolio Company Shares in accordance with the 2nd A&R LLCA. The Manager does not otherwise have the ability to exercise voting or investment power with respect to the Oktem Portfolio Company Shares. The manager of the Oktem Family Fund is New Holland Capital LLC (the "Manager"). The 2nd A&R LLCA also provides that, following the full return of the preferred investment amount to the Manager's affiliate, the Oktem Members shall have the right to require the Oktem Family Fund to distribute all Oktem Portfolio Company Shares then held by the Oktem Family Fund to the Oktem Members in kind in accordance with the 2nd A&R LLCA.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Person may be deemed to beneficially own 14,275,626 Class A Ordinary Shares, representing 16.6 % of the Class A Ordinary Shares, based upon 86,042,726 Class A Ordinary Shares outstanding as of February 28, 2026, as reported in the Issuer's most recent filing with the Securities and Exchange Commission. Of these, 10,800,000 shares are held indirectly through the Oktem Family Fund, over which the Reporting Person exercises sole voting and dispositive power pursuant to the irrevocable proxy and direction rights granted under the 2nd A&R LLCA, 3,184,229 shares are held directly, and 291,397 shares underlie restricted stock units that will vest within 60 days of the date hereof.
(b)	The information contained on the cover page is incorporated by reference to this Item 5.
(c)	The information contained in Item 4 is incorporated by reference to this Item 5.
(d)	The information contained in Item 4 is incorporated by reference to this Item 5.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The description of the 2nd A&R LLCA provided above under Item 4 is incorporated by reference to this Item 6. The Reporting Person may have other business or investment relationships with the Manager or its affiliates, including investments in affiliated funds managed by the Manager. These arrangements are separate from and not conditioned upon the transactions described in this Schedule 13D.
Item 7.	Material to be Filed as Exhibits.
	No exhibits are being filed with this Amendment No. 3.

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.

Oguz Alper Oktem

Signature:	/s/ Oguz Alper Oktem
Name/Title:	Oguz Alper Oktem
Date:	04/24/2026