Turkcell to acquire 11% TOGG stake for €88M

The EUR 88 million payment is due at closing, which remains subject to relevant regulatory approvals and other conditions precedent.

Available on EDGAR 11/03/2026 - 08:05 AM EST Accepted by SEC EDGAR 11/03/2026 - 08:04 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Turkcell İletişim Hizmetleri A.Ş. (TKC) signed an agreement to acquire 796,567,640 shares of Türkiye'nin Otomobili Girişim Grubu Sanayi ve Ticaret A.Ş. (TOGG), representing 11% of TOGG's share capital, from AG Anadolu Grubu Holding A.Ş. for EUR 88,000,000, payable upon closing. Closing is subject to relevant regulatory approvals and fulfillment of the conditions precedent. After closing, Turkcell's ownership in TOGG is expected to be 34.0%. TOGG's stated activity is producing electric passenger vehicles and related supporting operations.

Key Figures

TOGG shares to be acquired: 796,567,640 shares Total purchase price: EUR 88,000,000 TOGG share capital to be acquired: 11% +1 more

4 metrics

TOGG shares to be acquired 796,567,640 shares Shares covered by the agreement

Total purchase price EUR 88,000,000 Payable upon closing

TOGG share capital to be acquired 11% Under the agreement

Expected post-closing TOGG ownership 34.0% Following closing of the transaction

Key Terms

Share Purchase Agreement, conditions precedent, non-current financial asset, takeover bid obligation

4 terms

Share Purchase Agreement financial

"The Share Purchase Agreement regarding the acquisition"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

conditions precedent regulatory

"fulfillment of the conditions precedent to closing"

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

non-current financial asset financial

"Title of Non-current Financial Asset Acquired"

takeover bid obligation regulatory

"Did Takeover Bid Obligation Arised? No"

FAQ

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

How many TOGG shares is TKC acquiring, and for what price?

Turkcell agreed to acquire 796,567,640 TOGG shares, representing 11% of TOGG's share capital, for EUR 88,000,000. The payment is due upon closing.

What will TKC's ownership in TOGG be after the acquisition?

After closing, Turkcell's ownership in TOGG is expected to be 34.0%.

Did TKC's TOGG transaction create a takeover bid obligation?

The transaction disclosure states that no takeover bid obligation arose.

Was a valuation report prepared for TKC's TOGG acquisition?

No. The transaction disclosure states that no valuation report was prepared because one was not required by legislation.

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 November 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 November 3, 2026 announcing the registrant’s signing of the Share Purchase Agreement.

Istanbul, November 3, 2026

Announcement Regarding the Signing of the Share Purchase Agreement

Pursuant to our Company's disclosure dated 31 August 2026 and the resolution of the Board of Directors dated 2 November 2026, The Share Purchase Agreement regarding the acquisition of 796,567,640 shares owned by AG Anadolu Grubu Holding A.Ş., one of the shareholders of Türkiye'nin Otomobili Girişim Grubu Sanayi ve Ticaret Anonim Şirketi ("TOGG"), representing 11% of TOGG's total share capital, for a total purchase price of EUR 88,000,000, was signed on November 2, 2026. Under the relevant agreement, the closing is expected to take place following the fulfillment of the conditions precedent. Following the closing of the transaction, our Company's final shareholding in TOGG will increase to 34.0%.

This investment, which is also strategically aligned with our Company's extensive capabilities in technology infrastructure and digital services, is expected to contribute to our long-term investment strategy and sustainable value creation objectives.

Any developments regarding the share acquisition will be disclosed to the public fully and in a timely manner.

1

Board Decision Date for Acquisition	:	02.11.2026
Were Majority of Independent Board Members’ Approved the Board Decision for Acquisition?	:	Yes
Title of Non-current Financial Asset Acquired	:	Türkiye'nin Otomobili Girişim Grubu Sanayi ve Ticaret A.Ş.
Field of Activity of Non-current Financial Asset whose Shares were being Acquired	:	Production of electric passenger vehicle and carry-out related supportive operations.
Capital of Non-current Financial Asset	:	7,241,524,000 TL
Acquirement Way	:	Purchase
Date on which the Transaction was/will be Completed	:	Will be determined subject to the relevant regulatory approvals and fulfillment of the conditions precedent to closing
Acquisition Conditions	:	Cash
Detailed Conditions if it is a Timed Payment	:	-
Nominal Value of Shares Acquired	:	796,567,640 TL
Purchase Price Per Share	:	-
Total Purchasing Value	:	88,000,000 EUR (will be paid upon closing of the transaction)
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)	:	11%
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)	:	34%
Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)	:	34%
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)	:	-
Ratio of Transaction Value to Sales in the Latest Annual Financial Statements of the Company (%)	:	-
Effects on Company Operations	:	Positive
Did Takeover Bid Obligation Arised?	:	No
Will Exemption Application be Made, if Takeover Bid Obligation Arised?	:	No
Title/ Name-Surname of Counter Party	:	AG Anadolu Grubu Holding A. Ş.
Is Counter Party a Related Party According to CMB Regulations?	:	No
Relation with Counter Party if any	:	One of the shareholders of TOGG
Agreement Signing Date if Exists	:	02.11.2026
Value Determination Method of Non-current Financial Asset	:	Determined through negotiation.
Did Valuation Report be Prepared?	:	Not Prepared.
Reason for not Preparing Valuation Report if it was not Prepared	:	Not required by the legislation.
Date and Number of Valuation Report	:	-
Title of Valuation Company Prepared Report	:	-
Value Determined in Valuation Report if Exists	:	-
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report	:	-

For more information:

Turkcell Investor Relations
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888

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 3, 2026	By:	/s/ Özlem Yardım
		Name:	Özlem Yardım
		Title:	Investor Relations Corporate Finance Director

	TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
Date: November 3, 2026	By:	/s/ Kamil Kalyon
		Name:	Kamil Kalyon
		Title:	Chief Financial Officer