Turkcell to pursue TRY 15B TL debt via private placements

Rhea-AI Filing Summary

Turkcell announced a board decision to issue debt instruments of up to TRY 15 billion in Turkish Lira, in the domestic markets, subject to the approval of the Capital Markets Board.

The instruments may be offered in one or more tranches with maturities of up to 2 years, and structured at a discount and/or with fixed or variable coupons depending on market conditions. The issuance will be conducted without a public offering, through private placement and/or sales to institutional investors.

Insights

Debt capital markets analyst

Board cleared up to TRY 15 billion domestic debt; approval pending.

Turkcell received board authorization to issue local-currency debt in Turkey, up to TRY 15 billion. The format allows multiple tranches with maturities up to 2 years, using discount or fixed/variable coupons.

The transactions are planned as private placements and/or sales to institutional investors, indicating targeted distribution rather than a retail offering. Execution is explicitly “subject to the approval of the Capital Markets Board.”

Actual funding, pricing, and timing depend on market conditions and regulator approval. Subsequent disclosures may detail tranche sizes, coupons, and settlement once approvals and terms are finalized.

Form 6-K: How Foreign Companies Report to the SEC →

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 6, 2025 announcing the decision of the registrant’s board of directors to issue debt instruments.

Istanbul, November 6, 2025

Announcement Regarding the Board of Directors Decision to Issue Debt Instruments

Our Company's Board of Directors resolved to issue debt instruments up to a nominal amount of TRY 15 billion, in Turkish Lira terms, in the domestic markets, with various maturities of up to 2 years (inclusive), in one or more tranches, at a discount and/or fixed or variable coupon rates depending on market conditions, without a public offering, as private placement, and/or to be sold to institutional investors, pursuant to articles 3/2(3) and 25 of the Articles of Association of our Company and in line with the provisions of Communiqué on Debt Securities of Capital Markets Board. The respective issuance is 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, U.S. 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.

2

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 6, 2025	By:	/s/ Özlem Yardım
		Name:	Özlem Yardım
		Title:	Investor Relations Corporate Finance Director

	TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
Date: November 6, 2025	By:	/s/ Kamil Kalyon
		Name:	Kamil Kalyon
		Title:	Chief Financial Officer

FAQ

What did Turkcell (TKC) announce in its 6-K?

A board decision to issue debt instruments of up to TRY 15 billion in the domestic markets, subject to Capital Markets Board approval.

How large is the planned Turkcell debt program?

Up to a nominal amount of TRY 15 billion in Turkish Lira.

What are the maturities for Turkcell's planned debt?

The instruments may have maturities of up to 2 years (inclusive).

Will there be a public offering for this Turkcell debt?

No. The debt is planned without a public offering, via private placement and/or to institutional investors.

In which market and currency will Turkcell issue the debt?

In the domestic Turkish market, denominated in Turkish Lira.

What conditions apply to Turkcell’s planned issuance?

It is subject to the approval of the Capital Markets Board and market conditions.

How will the coupons be set on Turkcell’s debt?

They may be issued at a discount and/or with fixed or variable coupons, depending on market conditions.