6-K - MRT - Equibles

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: 001-40588

Marti Technologies, Inc.

Buyukdere Cd. No:237

Maslak, 34485

Sariyer/Istanbul, Türkiye

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

Marti Technologies, Inc. (the “Company”) is filing this Report on Form 6-K to provide its notice and proxy statement for the Company’s 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting”). The 2025 Annual Meeting will be held on December 24, 2025, at the Company’s offices at Buyukdere Cd. No:237, Maslak, 34485, Sariyer/Istanbul, Türkiye, at 9:00 a.m. New York time / 5:00 p.m. Istanbul time. A copy of the (i) notice and proxy statement and (ii) proxy card are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

INCORPORATION BY REFERENCE

The information included in this Report on Form 6-K, including Exhibits 99.1 and 99.2 hereto, is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-289486 and 333-273543), and Registration Statements on Form S-8 (File Nos. 333-284162 and 333-274779), and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.	Description
99.1	2025 Notice of Annual General Meeting of Shareholders and Proxy Statement
99.2	Form of Proxy Card

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MARTI TECHNOLOGIES, INC.
Date: November 26, 2025	By:	/s/ Oguz Alper Öktem
		Name:	Oguz Alper Öktem
		Title:	Chief Executive Officer

Exhibit 99.1

Marti Technologies, Inc.

(the “Company”)

Notice of 2025 Annual General Meeting of theCompany

Notice is hereby given that the 2025 Annual General Meeting of Shareholders of the Company (the “2025 Annual Meeting”) will be held at the offices of the Company at Buyukdere Cd. No:237, Maslak, 34485, Sariyer/Istanbul, Türkiye, on the 24^th^ day of December, 2025 at 9:00 a.m. New York time / 5:00 p.m. Istanbul time for the purpose of considering and, if thought fit, passing and approving the following resolutions:

1.	“As an ordinary resolution, that Oguz Alper Öktem be re-appointed as a Class III Director of the Company with immediate effect to hold office for a three year term in accordance with the Amended and Restated Memorandum and Articles of Association of the Company.”
2.	“As an ordinary resolution, that Daniel Freifeld be re-appointed as a Class III Director of the Company with immediate effect to hold office for a three year term in accordance with the Amended and Restated Memorandum and Articles of Association of the Company.”
---	---

The Board of Directors of the Company (the “Board”) has nominated Oguz Alper Öktem and Daniel Freifeld for election to be re-appointed as Class III Directors of the Company in accordance with the Amended and Restated Memorandum and Articles of Association of the Company.

The 2025 Annual Meeting will also serve as an opportunity for shareholders to discuss Company affairs with management.

The Board has fixed the close of business on 24 November 2025 as the record date (the “Record Date”) for determining the shareholders of the Company entitled to receive notice of and vote at the 2025 Annual Meeting or any adjournment or postponement thereof. Only the holders of record of the Ordinary Shares of the Company as at the close of business, New York time, on the Record Date are entitled to receive notice of, attend and vote at the 2025 Annual Meeting and any adjournment or postponement thereof.

The Board recommends that shareholders of the Company vote “FOR” the resolutions at the 2025 Annual Meeting. Your vote is very important to the Company.

Whether or not you plan to attend the 2025 Annual Meeting, please promptly complete, date, sign and return the proxy card attached to this Notice.

By order of the Board

/s/ Oguz Alper Öktem
Name: Oguz Alper Öktem
Chief Executive Officer and Director
Date: November 26, 2025

Registered Office:

c/o Stuarts Corporate Services Ltd.

P.O. Box 2510, Kensington House

69 Dr Roy’s Drive

George Town, Grand Cayman

KY1-1104

Cayman Islands

MARTI TECHNOLOGIES, INC.2025 ANNUAL GENERAL MEETING OF SHAREHOLDERSTO BE HELD ON DECEMBER 24, 2025

PROXY STATEMENT

The Board of Directors (“Board”) of Marti Technologies, Inc. (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “2025 Annual Meeting”) of the Company to be held on Wednesday, December 24, 2025, at the Company’s offices at Buyukdere Cd. No:237, Maslak, 34485, Sariyer/Istanbul, Türkiye, at 9:00 am New York time / 5:00 p.m. Istanbul time, or any adjournment or postponement thereof. Only holders of the Ordinary Shares of the Company (“Ordinary Shares”) at the close of business on November 24, 2025 (the “RecordDate”) are entitled to attend and vote at the 2025 Annual Meeting or at any adjournment or postponement thereof. Shareholders holding not less than a simple majority of all voting share capital in the Company in issue and entitled to vote and present in person or by proxy shall form a quorum.

Any shareholder entitled to attend and vote at the 2025 Annual Meeting may appoint the President, or failing him another director of the Board, as the duly appointed chairperson of the 2025 Annual Meeting, as his or her proxy to attend and vote on behalf of him or her. On a vote by way of poll, eachholder of the Ordinary Shares shall be entitled to one (1) vote in respect of each Ordinary Share held by him or her on the Record Date.

This proxy statement describing the matters to be voted upon at the 2025 Annual Meeting along with a proxy card enabling the shareholders to indicate their vote will be mailed on or about November 26, 2025, to all shareholders entitled to vote at the 2025 Annual Meeting. Such proxy statement will also be furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K and will be available on our website at www.marti.tech on or about November 26, 2025.

If you plan to attend the 2025 Annual Meeting and your shares are not registered in your own name, please ask your broker, bank or other nominee that holds your shares to provide you with evidence of your share ownership. Such proof of share ownership will be required to gain admission to the 2025 Annual Meeting.

Whether or not you plan to attend the 2025 Annual Meeting, it is important that your shares be represented and voted at the 2025 Annual Meeting. Accordingly, after reading the Notice and this proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote over the Internet in accordance with the instructions on your proxy card. The proxy card must be received by Continental Stock Transfer & Trust no later than 11:59 p.m. New York time on December 23, 2025 to be validly included in the tally of shares voted at the 2025 Annual Meeting. Detailed proxy voting instructions are provided on the proxy card.

PROPOSALS

ELECTION OF CLASS III DIRECTORS

The Board currently consists of seven members. Only the terms of the Class III directors expire at the 2025 Annual Meeting and therefore only the Class III directors need to be elected at the 2025 Annual Meeting. Class I and Class II directors will remain on the Board until their respective terms expire.

As per our current Amended and Restated Memorandum and Articles of Association, we have a staggered board of directors consisting of three classes of directors, with directors serving staggered three-year terms. At each annual general meeting of shareholders, one class of directors will be elected for a three-year term to succeed the class whose term is then expiring, to serve from the time of appointment and qualification until the expiration of his or her term, until his or her successor shall have been duly appointed and qualified or until his or her earlier death, resignation or removal. The Class I and Class II directors will not stand for re-election until the annual general meeting of shareholders to be held in 2026 and 2027, respectively. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

The Class III directors proposed to be re-elected or elected at the 2025 Annual Meeting are:

Name	Positions
Oguz Alper Öktem	Chief Executive Officer and Director
Daniel Freifeld	Independent Director

OGUZ ALPER ÖKTEM

Oğuz Alper Öktem is the Company’s Founder, Chief Executive Officer, and Chairperson of our Board. Mr. Öktem has served as Marti’s Chief Executive Officer since the Company’s inception in September 2018. Prior to founding Marti, Mr. Öktem was the Chief Operating Officer of BluTV, a Türkiye-based streaming service provider established in 2015. He holds a Master’s degree in Political Economy from the London School of Economics and a Bachelor’s degree in Economics from University of Chicago.

We believe Mr. Öktem’s strategic vision for the Company and his expertise in technology and business operations make him exceptionally qualified to serve as a director on our Board.

DANIEL FREIFELD

Daniel Freifeld serves as an Independent Director on our Board. Mr. Freifeld is the Chief Investment Officer of Callaway Capital Management, LLC (“Callaway”), which he founded in October 2013. Prior to founding Callaway, Mr. Freifeld served as Senior Advisor to the Special Envoy for Eurasian Energy at the U.S. Department of State, where he was responsible for oil and gas issues in Iraq, Türkiye, Russia, and the eastern Mediterranean and as a program coordinator for the Near East South Asia Center at the U.S. Department of Defense. Mr. Freifeld served on Galata Acquisition Corp.’s board of directors since from 2021 to 2023 and has been an associate of the Geopolitics of Energy Project at Harvard University and a term member of the Council on Foreign Relations. A member of the state bar of Massachusetts, Mr. Freifeld speaks Turkish and French and conversational Arabic, Farsi, and Spanish and holds a bachelor’s degree in political science summa cum laude from Emory University and a juris doctor from New York University School of Law.

We believe Mr. Freifeld is qualified to serve on our Board because of his extensive international experience, expertise in capital management, and experience serving as a director.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FORTHE RE-ELECTION OF ALL CLASS III DIRECTORS NAMED ABOVE.

Our other directors are as follows, and will each serve until the expiration of his term noted below:

Name & Class	Positions	Expiration of DirectorTerm/Re-Election Year
Class I
Agah Ugur	Independent Director	2026
Douglas Lute	Independent Director	2026
Class II
Cankut Durgun	President and Director	2027
Kerry Healey	Independent Director	2027
Alexander Spiro	Independent Director	2027

The Board is not aware of any other matters to be submitted to the 2025 Annual Meeting. If any other matters properly come before the 2025 Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board may recommend.

	By order of the Board of Directors
	/s/ Oguz Alper Öktem
	Oguz Alper Öktem
	Chief Executive Officer and Director
November 26, 2025

Exhibit99.2

MARTI TECHNOLOGIES, INC. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.  FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  CONTROL NUMBER Signature Signature, if held jointly Date , 2025 Signature should agree with name printed hereon . If shares are held in the name of more than one person, EACH joint owner should sign . Executors . administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign . Attorneys should submit powers of attorney . 1 . “As an ordinary resolution, that Oguz Alper Öktem be re - appointed as a Class III Director of the Company with immediate effect to hold office for a three year term in accordance with the Amended and Restated Memorandum and Articles of Association of the Company.” PROXY CARD THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. Please mark like this X your votes FOR AGAINST ABSTAIN 2025 FOR AGAINST ABSTAIN 2 . “As an ordinary resolution, that Daniel Freifeld be re - appointed as a Class III Director of the Company with immediate effect to hold office for a three year term in accordance with the Amended and Restated Memorandum and Articles of Association of the Company . ” NOTE : By execution of this Proxy Card, the undersigned hereby authorizes the proxies to vote, in their discretion, on any other business that may properly be brought before the meeting or any adjournment or postponement thereof . YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK YYY EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : 59 p . m . , Eastern Time, on December 23 , 2025 . INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage - paid envelope provided.

MARTI TECHNOLOGIES, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 24, 2025 The undersigned shareholder(s) of Marti Technologies, Inc . hereby appoint(s) Cankut Durgun and Irem Aydin, or either of them, as proxies, with full power of substitution, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of Marti Technologies, Inc . that the undersigned would be entitled to vote at the Annual General Meeting of Shareholders to be held at 9 : 00 a . m . New York time / 5 : 00 p . m . Istanbul time on December 24 , 2025 , and any adjournment or postponement thereof . The 2025 Annual General Meeting of Shareholders will be held at the offices of the Company at Buyukdere Cd . No : 237 , Maslak, 34485 , Sariyer/Istanbul, Türkiye . THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER . IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 AND 2 . PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY . (Continued and to be marked, dated and signed on reverse side)  FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on December 24, 2025. The Notice and Proxy Statement are available at https://www.cstproxy.com/martitech/2025 2025