Large Marti Technologies (MRT) holder restructures 17.1% share stake via family fund

Rhea-AI Filing Summary

Marti Technologies, Inc. insiders Cankut Durgun and Esra Unluaslan Durgun have updated their Schedule 13D to reflect a new holding structure and current ownership. Esra may be deemed to beneficially own 14,716,803 Class A Ordinary Shares, or 17.1% of the class, based on 86,042,726 shares outstanding as of February 28, 2026.

On April 22, 2026, Esra contributed 10,800,000 shares to Oktem Family Fund LLC in exchange for membership interests but retained beneficial ownership through an irrevocable proxy and sole power to direct sales. She also holds 3,625,406 shares directly and 291,397 shares underlying restricted stock units expected to vest within 60 days. By virtue of their marital relationship, Cankut may be deemed to share beneficial ownership of these shares but disclaims such ownership.

Key Figures

Beneficial ownership: 14,716,803 shares Ownership percentage: 17.1% Shares outstanding: 86,042,726 shares +5 more

8 metrics

Beneficial ownership 14,716,803 shares Class A Ordinary Shares beneficially owned by Esra Unluaslan Durgun

Ownership percentage 17.1% Portion of Class A Ordinary Shares beneficially owned by Esra

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

Shares in Oktem Family Fund 10,800,000 shares Class A Ordinary Shares contributed by Esra to Oktem Family Fund LLC

Directly held shares 3,625,406 shares Class A Ordinary Shares held directly by Esra

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

Event date April 22, 2026 Date of contribution of 10,800,000 shares to Oktem Family Fund

Amendment number Amendment No. 2 Schedule 13D amendment reporting updated ownership and structure

Key Terms

beneficial ownership, restricted stock units, irrevocable proxy, Second Amended and Restated Limited Liability Company Agreement, +1 more

5 terms

beneficial ownership financial

"As of the date hereof, Esra Unluaslan Durgun may be deemed to beneficially own 14,716,803 Class A Ordinary Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

restricted stock units financial

"291,397 shares underlie restricted stock units that will vest within 60 days of the date hereof"

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.

irrevocable proxy regulatory

"including an irrevocable proxy to control the voting of such shares and the ability to direct the sale 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.

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 (the "2nd A&R LLCA")"

Schedule 13D regulatory

"This Amendment No. 2 to ("Amendment No. 2") 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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Marti Technologies, Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

573134103

(CUSIP Number)

Cankut Durgun
Esra Unluaslan Durgun, 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

Cankut Durgun

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 0.00
8	Shared Voting Power 14,716,803.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,716,803.00

11

Aggregate amount beneficially owned by each reporting person

14,716,803.00

12

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

13

Percent of class represented by amount in Row (11)

17.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 573134103

1

Name of reporting person

Esra Unluaslan Durgun

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 0.00
8	Shared Voting Power 14,716,803.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,716,803.00

11

Aggregate amount beneficially owned by each reporting person

14,716,803.00

12

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

13

Percent of class represented by amount in Row (11)

17.1 %

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. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on July 20, 2023, as amended by Amendment No. 1 filed on July 2, 2025 (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"). This Amendment No. 2 is being filed jointly by Cankut Durgun and Esra Unluaslan Durgun (each a "Reporting Person" and collectively, the "Reporting Persons"). 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 is hereby amended and supplemented as follows: Cankut Durgun's present principal occupation is President, Chief Operating Officer and Director of the Issuer. Esra Unluaslan Durgun does not currently hold a principal occupation outside of her capacity as a shareholder of the Issuer. All other information in 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: On April 22, 2026, Esra Unluaslan Durgun contributed 10,800,000 Class A Ordinary Shares (the "Contributed Shares") to Oktem Family Fund LLC, a Cayman Islands limited liability company (the "Oktem Family Fund"), pursuant to the Second Amended and Restated Limited Liability Company Agreement of the Oktem Family Fund (the "2nd A&R LLCA"). The Contributed Shares were contributed in exchange for membership interests in the Oktem Family Fund. The manager of the Oktem Family Fund is New Holland Capital LLC (the "Manager"). Since the filing of Amendment No. 1, Ms. Durgun has also acquired additional Class A Ordinary Shares pursuant to awards granted to Ms. Durgun by the Issuer in consideration for services rendered to the Issuer.
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. 2 is to report the contribution, on April 22, 2026, of the Contributed Shares to the Oktem Family Fund pursuant to the 2nd A&R LLCA. Pursuant to the terms of the 2nd A&R LLCA, Esra Unluaslan Durgun (the "Durgun Member") shall maintain all beneficial ownership rights to the Contributed Shares held by the Oktem Family Fund (the "Durgun Portfolio Company Shares"), 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 Durgun Portfolio Company Shares) or at any time after October 31, 2028, the Manager may exercise its rights to dispose of the Durgun 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 Durgun Portfolio Company Shares. The 2nd A&R LLCA also provides that, following the full return of the preferred investment amount to the Manager's affiliate, the Durgun Member shall have the right to require the Oktem Family Fund to distribute all Durgun Portfolio Company Shares then held by the Oktem Family Fund to the Durgun Member in kind in accordance with the 2nd A&R LLCA. Cankut Durgun is the spouse of Esra Unluaslan Durgun and serves as President, Chief Operating Officer and Director of the Issuer. By virtue of these relationships, Cankut Durgun may be deemed to share beneficial ownership of the Contributed Shares and the Durgun Portfolio Company Shares. Cankut Durgun disclaims beneficial ownership of such securities. The Reporting Persons may, from time to time, acquire additional Class A Ordinary Shares or dispose of some or all of the Class A Ordinary Shares beneficially owned by them, depending on various factors including market conditions, the business and prospects of the Issuer, and other investment considerations. Except as described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated as follows: As of the date hereof, Esra Unluaslan Durgun may be deemed to beneficially own 14,716,803 Class A Ordinary Shares, representing 17.1 % 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 Esra Unluaslan Durgun exercises sole voting and dispositive power pursuant to the irrevocable proxy and direction rights granted under the 2nd A&R LLCA, 3,625,406 shares are held directly, and 291,397 shares underlie restricted stock units that will vest within 60 days of the date hereof. By virtue of his spousal relationship with Esra Unluaslan Durgun, Cankut Durgun may be deemed to share beneficial ownership of all Class A Ordinary Shares beneficially owned by Esra Unluaslan Durgun. Cankut Durgun disclaims beneficial ownership of such securities.
(b)	The information contained on the cover pages for each Reporting Person is incorporated by reference to this Item 5.
(c)	Other than the contribution of the Contributed Shares to the Oktem Family Fund as described in Item 3 above, neither of the Reporting Persons has effected any transactions in the Class A Ordinary Shares during the past sixty days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by the Reporting Persons, except as described in Item 4 above with respect to the Manager's limited rights under the 2nd A&R LLCA.
(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: Esra Unluaslan Durgun entered into the 2nd A&R LLCA, which governs the Oktem Family Fund. The description of the 2nd A&R LLCA provided above under Item 4 is incorporated by reference to this Item 6. The Reporting Persons 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. 2.

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.

Cankut Durgun

Signature:	/s/ Cankut Durgun
Name/Title:	Cankut Durgun
Date:	04/24/2026

Esra Unluaslan Durgun

Signature:	/s/ Esra Unluaslan Durgun
Name/Title:	Esra Unluaslan Durgun
Date:	04/24/2026

FAQ

How many Marti Technologies (MRT) shares does Esra Unluaslan Durgun beneficially own?

Esra Unluaslan Durgun may be deemed to beneficially own 14,716,803 Class A Ordinary Shares of Marti Technologies, Inc. This represents 17.1% of the class, based on 86,042,726 shares outstanding as of February 28, 2026.

What changed in Marti Technologies (MRT) ownership reported in this Schedule 13D/A?

The amendment reports Esra Unluaslan Durgun’s contribution of 10,800,000 Class A Ordinary Shares to Oktem Family Fund LLC. She received membership interests in the fund but retained beneficial ownership, including voting control and the right to direct sales under an irrevocable proxy.

How are Esra Unluaslan Durgun’s Marti Technologies (MRT) shares held?

Of the 14,716,803 shares, 10,800,000 are held through Oktem Family Fund LLC, 3,625,406 are held directly, and 291,397 shares underlie restricted stock units expected to vest within 60 days of the filing date.

Does Cankut Durgun share beneficial ownership of Marti Technologies (MRT) shares?

By virtue of his spousal relationship with Esra Unluaslan Durgun, Cankut Durgun may be deemed to share beneficial ownership of all Class A Ordinary Shares she beneficially owns. However, he expressly disclaims beneficial ownership of these securities in the filing.

What role does Oktem Family Fund LLC play in Marti Technologies (MRT) holdings?

Oktem Family Fund LLC holds 10,800,000 Marti Technologies Class A Ordinary Shares contributed by Esra Unluaslan Durgun. She keeps beneficial ownership, voting control, and sale direction rights, while the fund’s manager has limited disposition rights under specific trigger events and timing provisions in the LLC agreement.

What percentage of Marti Technologies (MRT) is owned by the reporting persons?

The filing states that Esra Unluaslan Durgun may be deemed to beneficially own 17.1% of Marti Technologies’ Class A Ordinary Shares. This percentage is calculated using 86,042,726 Class A Ordinary Shares outstanding as of February 28, 2026, from the issuer’s most recent SEC filing.