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Off-Market Share Sales by Major Shareholders No Longer Unrestricted: CMB Introduces 2% and 4% Caps

  • 3 days ago
  • 3 min read


Until now, major shareholders in Turkish listed companies could sell shares off-market (through special orders, wholesale market transactions or book-entry transfers) without any volume cap or disclosure form, as the CMB’s approval regime applied only to on-exchange sales. The CMB’s Principal Decision of August 28, 2026 closes this route: as of August 29, off-market sales exceeding 2% or 4% of share capital (depending on the company’s actual free float ratio) will also require a CMB-approved share sale information form.

Under Principal Decision No. 52/1589 dated August 28, 2026, published in Capital Markets Board (“CMB”) Bulletin No. 2026/54 dated August 28, 2026 (the “Principal Decision”), new restrictions have been introduced regarding share sales executed at specified thresholds by certain qualifying shareholders in listed companies.

Under the current regulations (Article 27(1) of the Communiqué on Shares No. VII-128.1 (the “Communiqué”)), shareholders who (i) directly hold more than 20% of the share capital of a listed company individually or acting in concert, or (ii) hold preferred shares granting the right to elect or nominate at least one member to the board of directors, are required to prepare a share sale information form and submit it for CMB approval prior to executing share sales exceeding 10% of the company’s share capital within any 12-month period on the stock exchange.

The Principal Decision imposes new caps on off-market share sales conducted by these qualifying shareholders. Accordingly, within any 12-month period:

  • for companies with an actual free float ratio above 50%, shares representing more than 2% of the share capital or voting rights,

  • for companies with an actual free float ratio of 50% or below, shares representing more than 4% of the share capital or voting rights

cannot be sold off-market without a CMB-approved share sale information form, including transactions executed via special orders, Borsa İstanbul’s Wholesale Trading Market (“TSP”), or off-exchange book-entry transfers.

The applicable threshold is determined by reference to the actual free float ratio prevailing on the date of the sale.

Exceeding the 2% and 4% Thresholds and Liability

Where the applicable 2% or 4% threshold is exceeded, a share sale information form must be prepared and submitted for CMB approval prior to the transaction in order for the relevant shares to be sold or transferred via special orders, TSP transactions, or book-entry transfers. The form is prepared without the conditions under Articles 27(5) and 15 of the Communiqué applying.

Without a CMB-approved information form, the relevant shares cannot be subject to special order or TSP transactions on the exchange, nor can they be transferred or moved through book-entry transfer. Responsibility in this regard lies with the transferring shareholder and the intermediating investment institutions.

However, to prevent retroactive application of the new framework, off-market sales executed prior to August 29, 2026, will be excluded from the 12-month limit calculations.

Conclusion

In addition to existing rules on share sales by certain qualified major shareholders, the Principal Decision establishes new 2% and 4% caps on off-market sales by such persons. As a result, significant share sales executed through alternative methods—such as special orders, TSP transactions, and OTC transfers—are now subject to defined quantitative thresholds.

Accordingly, qualifying shareholders should monitor their planned share sales and transfers over 12-month rolling periods and assess prior to any transaction whether the 2% or 4% caps are triggered based on the target company’s actual free float ratio.

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