Do Pledged Shares Count as Free Float in Turkey? The 3% Disclosure Line and SPK’s 2026 Rules

Three changes, made by four principle decisions of the Capital Markets Board of Türkiye (SPK, or CMB) published between 28 August and 8 September 2026, altered what a large Borsa Istanbul holding must disclose, how the free float around it is counted and how much of it can be sold away from the order book. The off-exchange sale limit came first: i-SPK.128.31 of 28 August 2026 (decision 52/1589, Bulletin 2026/54) was restated with additions three days later as i-SPK.128.31.a (decision 53/1590, Bulletin 2026/55 of 31 August 2026), which is the operative text and counts sales made from 29 August 2026. Bulletin 2026/57 of 8 September 2026 then carried two principle decisions dated 3 September 2026: i-SPK.15.2 (decision 54/1614), which lowers the starting point for shareholding disclosures under the Communiqué on Material Events II-15.1, and i-SPK.81.1 (decision 54/1626), which consolidates the definition of free-float shares, or fiili dolaşımdaki pay. The disclosure change applies from the end of 11 September 2026 and the free-float criteria from 11 September 2026. In consolidating the definition, i-SPK.81.1 repealed five earlier free-float decisions, dated 23 July 2010 (21/655), 19 August 2010 (24/729), 17 February 2011 (5/157), 30 October 2014 (31/1059) and 4 June 2026 (34/1044). The three changes interact, because the free-float ratio published by Merkezi Kayıt Kuruluşu (MKK), Türkiye’s central securities depository, often translated as the Central Registry Agency, now also sets how much a large holder may sell off-exchange.

Article 13(1)(c) of Turkey’s Communiqué on Material Events II-15.1 addresses the point directly: in calculating voting rights for the Article 12 thresholds, votes attached to shares given to a person as collateral count toward that person where the voting rights belong to the collateral taker and its intention to exercise them has been declared. The Article 13 list is expressly non-exhaustive, and other limbs can reach a collateral taker by a different route, for example votes it may exercise in its own name for the owner’s account (Article 13(1)(f)) or as a proxy free to vote at its own discretion absent contrary instructions from the shareholder (Article 13(1)(ğ)), so other arrangements that put the votes with a collateral taker may also need to be assessed. Read with Article 12(4), a crossing that arises through voting rights is for the person to disclose, not MKK. These are disclosure rules, not a statement of who votes pledged shares under Turkish law generally. Separately, an enforcement transfer changes who holds the shares, so it can itself take the borrower down through a threshold and the transferee up through one; where the change is solely in a direct holding of capital MKK discloses it, while any crossing through concert parties, indirect holdings or voting rights remains the person’s to file. The grant of a pledge, any later top-up and any enforcement are therefore separate moments to test against the ladder. How dividends, voting and corporate actions are typically handled while shares are pledged is covered under dividends, corporate actions and your pledge.

Generally not: item (vii) of paragraph I.C of SPK principle decision i-SPK.81.1 excludes shares given as collateral from Turkey’s published free float unless they fall into one of three channels. In the decision’s words, the excluded shares are those "teminat olarak verilen", given as collateral, other than three kinds: those given as equity collateral (özkaynak) under capital markets legislation, those bought on margin (kredili işlem, a credit purchase) and made subject to collateral, and those made subject to collateral for the markets of İstanbul Takas ve Saklama Bankası (Takasbank). The first channel broadly covers collateral counted as an investor’s own equity in margin, short-selling and securities-borrowing accounts. A sizeable line pledged outside the three channels by someone not otherwise excluded, such as a holder below 10 per cent who is not a founder, director or senior manager, can therefore lower an issuer’s published float ratio without a single share being sold. For the largest holders a pledge changes nothing in the published float, because shares of a 10 per cent holder, a founder, a director or a senior manager are outside it whether or not they are pledged. The rule is not new. Shares given as collateral have been outside the definition since SPK’s July 2010 decision (21/655) defining the concept, and the same three carve-outs date from August 2010; the 2026 decision restates them in one consolidated text. Attached (hacizli) shares are excluded separately; attachment can arise in court or enforcement-office proceedings, but a loan default does not of itself mean shares are attached. The decision does not say how collateralised shares are identified, so the treatment of pledges recorded outside MKK’s system, or of shares held through omnibus or foreign custody, is a question for Turkish counsel. Free float as a lending factor is covered separately under liquidity, free float and borrowing capacity.

Yes, within a limit; above it, SPK must first approve a share sale information form. Principle decision i-SPK.128.31.a applies to the persons in Article 27(1) of the Communiqué on Shares VII-128.1: shareholders directly holding more than 20 per cent of capital, alone or with persons acting in concert, and holders of privileged shares giving the right to elect or nominate at least one board member, whatever their stake. In any 12-month period they may not sell off-exchange more than 2 per cent of capital or voting rights where the issuer’s free-float ratio is above 50 per cent, or more than 4 per cent where it is 50 per cent or below, taking the ratio valid on the sale date. Sales by special order, on the Borsa Istanbul Wholesale Market (Toptan Satışlar Pazarı) and by virman, an account-to-account transfer, all count. To transfer more by those methods, a share sale information form (pay satış bilgi formu) must be prepared and approved by SPK before the transfer, and responsibility lies with the transferring shareholder and the intermediary. The decision separately provides that such holders’ non-exchange-traded shares cannot in any way be converted into exchange-traded form until SPK has approved a share sale information form. Sales before 29 August 2026 are not counted, and companies in the BIST 30 index, or controlled directly or indirectly by the Treasury and Finance Ministry, the Türkiye Wealth Fund or public institutions, are exempt. Article 27 itself also requires an SPK-approved form before such holders sell above a set level on the exchange, and Bulletin 2026/64 of 23 September 2026 published administrative fines for on-exchange sales that circumvented that form requirement. Article 27(11) reserves SPK action where the article’s principles are circumvented "through pledge, virman and similar methods" so as to effect sales on the exchange; neither it nor i-SPK.128.31.a says how the off-exchange limit treats a pledgee’s enforcement sale or transfer, which is a question for Turkish counsel.