Turkcell completes merger of wholly owned unit with no capital change

Turkcell İletişim Hizmetleri A.Ş. reports that its merger through acquisition of its wholly owned subsidiary Artel Bilişim Servisleri A.Ş. has been completed and registered with the Trade Registry.

Accepted by SEC EDGAR 12/31/2025 - 11:05 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Turkcell İletişim Hizmetleri A.Ş. reports that its merger through acquisition of its wholly owned subsidiary Artel Bilişim Servisleri A.Ş. has been completed and registered with the Trade Registry. This transaction follows a board decision dated 22 August 2025 and uses financial statements as of 30 June 2025 as the merger basis.

The merger is structured as a facilitated procedure under Turkish regulations and involves no change in Turkcell’s paid-in capital. Group A shares with paid-in capital of TRY 330,000,000 and Group B shares with paid-in capital of TRY 1,870,000,000 together total a paid-in capital of TRY 2,200,000,000. The tables state that the amount of capital to be increased or decreased due to the acquisition is TRY 0, so the target capital remains TRY 2,200,000,000.

The Capital Markets Board application regarding the merger was approved, with approval dated 25 November 2025, and the registry date of the merger is 31 December 2025. Overall, this is an internal reorganization step that consolidates a non‑listed, wholly owned subsidiary into the parent without altering the company’s registered capital structure.

FAQ

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

What did Turkcell (TKC) announce regarding Artel Bilişim Servisleri A.Ş.?

Turkcell announced that the merger through acquisition of its wholly owned subsidiary Artel Bilişim Servisleri A.Ş. has been completed and registered with the Trade Registry as of 31 December 2025.

Did Turkcells merger with Artel change its paid-in capital?

No. The tables state that the amount of capital to be increased or decreased due to the acquisition is TRY 0, so Turkcells total paid-in capital remains TRY 2,200,000,000.

What is Turkcells capital structure after the Artel merger?

After the merger, paid-in capital totals TRY 2,200,000,000, consisting of Group A shares with paid-in capital of TRY 330,000,000 and Group B shares with paid-in capital of TRY 1,870,000,000.

When did regulators approve Turkcells merger with Artel?

The Capital Markets Board application regarding the merger received approval, with the approval date given as 25 November 2025. The merger was then registered on 31 December 2025.

What merger model did Turkcell use for the Artel transaction?

The transaction is described as a Merger Through Acquisition via a Merger via Facilitated Procedure with Artel Bilişim Servisleri A.Ş., which is not traded on the stock exchange.

Which financial statements formed the basis of Turkcells merger with Artel?

The merger is based on financial statements dated 30 June 2025, as specified in the table describing the merger terms.

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

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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 December 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 December 31, 2025 announcing the completion of the merger through acquisition of the registrant with its subsidiary Artel Bilişim Servisleri A.Ş..

Istanbul, December 31, 2025

Announcement Regarding the Completion of the Merger Through Acquisition with Our Subsidiary Artel Bilişim Servisleri A.Ş.

The transactions of the "Merger via Facilitated Procedure" with our wholly owned subsidiary Artel Bilişim Servisleri A.Ş. (“Artel”) have been completed, and the transaction has been registered to the Trade Registry.

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
Registry Date of the Merger	31.12.2025

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: December 31, 2025	By:	/s/ Özlem Yardım
		Name:	Özlem Yardım
		Title:	Investor Relations Corporate Finance Director

	TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
Date: December 31, 2025	By:	/s/ Kamil Kalyon
		Name:	Kamil Kalyon
		Title:	Chief Financial Officer