Turkcell (NYSE: TKC) approves up to TRY 3B lease certificates

Rhea-AI Filing Summary

Turkcell İletişim Hizmetleri A.Ş. reported that its wholly owned subsidiary Superonline İletişim Hizmetleri A.Ş. may issue lease certificates (sukuk) with a total amount of up to TRY 3 billion. These Islamic-compliant instruments would provide short-term funding with maturities of up to 12 months.

The sukuk are planned for the Turkish domestic market, in one or more tranches, without a public offering, as private placements and/or sales to institutional investors through an asset leasing company based in Türkiye. The issuances are subject to approval by the Capital Markets Board.

Key Figures

Planned sukuk program size: TRY 3 billion Sukuk maturity: up to 12 months

2 metrics

Planned sukuk program size TRY 3 billion Maximum aggregate amount of lease certificates authorized for Superonline

Sukuk maturity up to 12 months Maximum maturity for domestic lease certificate issuances

Key Terms

lease certificates, sukuk, private placement, Capital Markets Board, +1 more

5 terms

lease certificates financial

"may issue lease certificates (sukuk), in accordance with capital markets legislation"

sukuk financial

"may issue lease certificates (sukuk), in accordance with capital markets legislation"

private placement financial

"without a public offering, as a private placement and/or to be sold to institutional investors"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Capital Markets Board regulatory

"The respective issuances are subject to the approval of the Capital Markets Board."

Rule 135c regulatory

"This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act."

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FAQ

What financing decision did Turkcell (TKC) disclose in this 6-K filing?

Turkcell disclosed that its wholly owned subsidiary Superonline İletişim Hizmetleri A.Ş. may issue lease certificates (sukuk) up to TRY 3 billion. These instruments would be used for short-term financing in Türkiye through an asset leasing company, pending Capital Markets Board approval.

What is the size and maturity of Turkcell’s planned sukuk issuance?

The planned sukuk program allows Superonline to issue lease certificates up to TRY 3 billion with maturities of up to 12 months. The instruments can be issued in one or more tranches within the Turkish domestic market as private placements or sales to institutional investors.

How will Turkcell’s planned lease certificates be offered and to whom?

The lease certificates are planned to be issued in the domestic Turkish market without a public offering. They may be structured as private placements and/or sold to institutional investors through an asset leasing company based in Türkiye, consistent with capital markets legislation.

What regulatory approvals are required for Turkcell’s sukuk issuances?

The sukuk issuances by Superonline are expressly subject to approval by the Capital Markets Board. This means the planned lease certificate program cannot proceed until the Capital Markets Board grants the necessary authorization under applicable Turkish capital markets regulations.

Are Turkcell’s planned lease certificates offered in the United States?

No. The press release states it is not an offer to sell or solicit securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 and cannot be offered or sold there without registration or an applicable exemption.

Which Turkcell subsidiary is responsible for issuing the lease certificates?

The planned issuance of lease certificates will be carried out by Superonline İletişim Hizmetleri A.Ş., Turkcell’s wholly owned subsidiary. Superonline may issue the sukuk through an asset leasing company based in Türkiye, in compliance with local capital markets legislation and subject to regulatory approval.

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-15092

TURKCELL İLETİŞİM HİZMETLERİ A.Ş.

(Translation of registrant’s name into English)

Turkcell Küçükyalı Plaza

Aydınevler Mahallesi, İsmet İnönü Caddesi, No:20

Küçükyalı B Blok Ofispark

34854 Maltepe
Istanbul, Türkiye

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

x Form 20-F  ¨ Form 40-F

Enclosure: A press release dated May 11, 2026 announcing the registrant's decision to issue Lease Certificates.

Istanbul, May 11, 2026

Announcement Regarding the Decisions to Issue Lease Certificates

Our Company’s Board of Directors also resolved that our wholly-owned subsidiary Superonline İletişim Hizmetleri A.Ş. may issue lease certificates (sukuk), in accordance with capital markets legislation, through an asset leasing company based in Türkiye, at an amount of up to TRY 3 billion, with maturities up to 12 months, in the domestic market, in one or more tranches, without a public offering, as a private placement and/or to be sold to institutional investors. The respective issuances are subject to the approval of the Capital Markets Board.

For more information:

Turkcell Investor Relations

investor.relations@turkcell.com.tr

Tel: + 90 212 313 1888

Disclaimer

This press release does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or delivered within the United States or to or for the benefit of, US persons (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from the registration requirements of the Securities Act. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell İletişim Hizmetleri A.Ş. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
Date: May 11, 2026	By:	/s/ Özlem Yardım
		Name:	Özlem Yardım
		Title:	Investor Relations Corporate Finance Director

	TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
Date: May 11, 2026	By:	/s/ Kamil Kalyon
		Name:	Kamil Kalyon
		Title:	Chief Financial Officer