Turkcell (NYSE: TKC) gets CMB approval for Artel merger with TRY 2.2B capital unchanged

Rhea-AI Filing Summary

Turkcell İletişim Hizmetleri A.Ş. reported that Türkiye’s Capital Markets Board approved its planned merger through acquisition of its wholly owned subsidiary Artel Bilişim Servisleri A.Ş. under a "Merger via Facilitated Procedure." The approval was issued in a bulletin dated November 25, 2025, following Turkcell’s application on September 16, 2025.

The merger is structured as an acquisition of Artel, which is not traded on the stock exchange, into Turkcell. The tables show that Turkcell’s paid-in capital remains at TRY 2,200,000,000, with TRY 0 capital increase and TRY 0 capital decrease indicated, suggesting no change to total share capital as part of this internal reorganization. Separate share groups are listed with paid-in capital of TRY 330,000,000 for Group A and TRY 1,870,000,000 for Group B, maintaining the same aggregate capital level.

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 November 2025

Commission File Number: 001-15092

TURKCELL İLETİŞİM HİZMETLERİ A.Ş.

(Translation of registrant’s name into English)

Turkcell Küçükyalı Plaza

Aydınevler Mahallesi İnönü Caddesi No:20

Küçükyalı 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 November 27, 2025 announcing the approval by the CMB of the registrant's merger through acquisition with its subsidiary, Artel Bilişim Servisleri A.Ş.

 

Istanbul, November 27, 2025

Announcement Regarding the Merger Through Acquisition with Our Subsidiary Artel

Bilişim Servisleri A.Ş. / CMB Approval

The application made to the Capital Markets Board (“CMB”) on September 16, 2025 for the "Merger via Facilitated Procedure" with our wholly owned subsidiary Artel Bilişim Servisleri A.Ş. (“Artel”) was approved* with the decision published in the bulletin dated November 25, 2025 and numbered 2025/60.

*The announcement text and merger agreement are available in Turkish on our website.

Board Decision Date	: 22.08.2025
Merger Model	: Merger Through Acquisition
Date Of Financial Statements Base To Merger	: 30.06.2025
Currency Unit	: TRY

Acquired Company	Trading on the Stock Exchange/Not Trading On The Stock Exchange
Artel Bilişim Servisleri A.Ş.	Not Trading on The Stock Exchange

Share Group Info	Paid In Capital	Amount Of Capital to Be Increased Due to The Acquisition (TRY)	Capital To Be Decreased (TRY)	Target Capital	New Shares to Be Given Due To Merger
Group A, Not Trading, TRETCEL00012	330,000,000			330,000,000
Group B, TCELL, TRATCELL91M1	1,870,000,000			1,870,000,000
TOTAL	TRY 2,200,000,000	TRY 0	TRY 0	TRY 2,200,000,000

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition	Capital To Be Decreased	Target Capital
TOTAL	TRY 2,200,000,000	TRY 0	TRY 0	TRY 2,200,000,000

CMB Application Date Regarding the Merger	16.09.2025
CMB Application Result Regarding the Merger	Approval
CMB Approval Date Regarding the Merger	25.11.2025

For more information:

Turkcell Investor Relations

investor.relations@turkcell.com.tr

Tel: + 90 212 313 1888

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: November 28, 2025	By:	/s/ Özlem Yardım
		Name:	Özlem Yardım
		Title:	Investor Relations Corporate Finance Director

	TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
Date: November 28, 2025	By:	/s/ Kamil Kalyon
		Name:	Kamil Kalyon
		Title:	Chief Financial Officer

FAQ

What merger did Turkcell (TKC) announce in this 6-K filing?

Turkcell İletişim Hizmetleri A.Ş. announced that it will complete a merger through acquisition of its wholly owned subsidiary Artel Bilişim Servisleri A.Ş. under a "Merger via Facilitated Procedure" approved by the Capital Markets Board.

Did the Turkcell (TKC) and Artel merger change Turkcell’s total share capital?

The merger tables show Turkcell’s total paid-in capital at TRY 2,200,000,000, with TRY 0 capital increase and TRY 0 capital decrease, indicating no change to overall share capital as part of this transaction.

When did the Capital Markets Board approve the Turkcell (TKC)–Artel merger?

The Capital Markets Board approval for the merger was given in a decision published in a bulletin dated November 25, 2025, following Turkcell’s application on September 16, 2025.

Is Artel Bilişim Servisleri A.Ş. publicly traded?

No. The disclosure specifies that Artel Bilişim Servisleri A.Ş. is not trading on the stock exchange.

How is Turkcell’s paid-in capital structured between share groups after the merger with Artel?

The tables list Group A (not trading) with paid-in capital of TRY 330,000,000 and Group B (TCELL) with paid-in capital of TRY 1,870,000,000, for a total paid-in capital of TRY 2,200,000,000.

Where can investors find more details on the Turkcell–Artel merger agreement?

The announcement states that the announcement text and merger agreement are available in Turkish on Turkcell’s website, and provides contact details for Turkcell Investor Relations for further information.