6-K
Turkcell Iletisim Hizmetleri A S (TKC)
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 August 2025
Commission File Number: 001-15092
TURKCELL İLETİŞİM HİZMETLERİA.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 August 4, 2025 announcing the final sale price for the sale of the registrant’s subsidiaries operating in Ukraine.
Istanbul, August 4, 2025
Announcement Regarding the Final Sale Priceof the Subsidiaries Operating in Ukraine
On September 9, 2024, we announced that all shares of our subsidiaries Lifecell LLC, LLC Global Bilgi, and LLC Ukrtower, along with all their rights and liabilities, were transferred to DVL Telecom (NJJ Holding group company).
Based on the financial statements prepared as of the closing date, the final sale price has realized as 538.7 million USD after adjustments including cash and debt.
Note: The relevant ratios have been calculatedconsidering the closing date of September 9, 2024. The 2023 revenue announced on March 20, 2024, has been used as the revenuefor the latest annual financial statements.
| Board<br> Decision Date for Sale | : | 20.12.2023 |
|---|---|---|
| Were<br> Majority of Independent Board Members’ Approved the Board Decision for Sale? | : | Yes |
| Title<br> of Non-current Financial Asset Sold | : | lifecell<br> LLC (“lifecell”), LLC Global Bilgi (“Global Ukrayna”), LLC Ukrtower (“Kule Ukrayna”) |
| Field<br> of Activity of Non-current Financial Asset sold | : | The<br> relevant companies are engaged in telecommunications, customer relationship management, and telecommunications infrastructure management<br> activities, respectively. |
| Capital<br> of Non-current Financial Asset sold | : | UAH<br> 12,711,848,745 UAH 47,226,374 UAH 1,964,040,941 respectively |
| Date<br> on which the Transaction was/will be Completed | : | August 4,<br> 2025. |
| Sales<br> Conditions | : | Cash |
| Nominal<br> Value of Shares Sold | : | UAH<br> 12,711,848,745, UAH 47,226,374, UAH 1,964,040,941, respectively |
| Sales<br> Price Per Share | : | - |
| Total<br> Sales Value | : | 538.7<br> million USD (18,268,112 thousand TRY) |
| Ratio<br> of Shares Sold to Capital of Non-current Financial Asset (%) | : | 100%,<br> 100%, 100%, respectively |
| Total<br> Ratio of Shares Owned in Capital of Non-current Financial Asset After Sales Transaction (%) | : | 0%,<br> 0%, 0%, respectively |
| Total<br> Voting Right Ratio Owned in Non-current Financial Asset After Sales Transaction (%) | : | 0%,<br> 0%, 0%, respectively |
| Ratio<br> of Non-current Financial Asset Sold to Total Assets in Latest Disclosed Financial Statements of Company (%) | : | 5.1% |
| Ratio<br> of Transaction Value to Sales in Latest Annual Financial Statements of Company (%) | : | 17.1% |
| Effects<br> on Company Operations | : | The<br> subsidiary relationship is terminated. |
| Profit<br> / Loss Arose After Transaction | : | 8,633,789<br> thousand TRY |
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| --- | | How<br> will Sales Profit be Used if Exists? | : | - | | --- | --- | --- | | Board<br> Decision Date for Use of Sales Profit if Exists | : | - | | Title/<br> Name-Surname of Counter Party Bought | : | DVL<br> Telecom (NJJ Holding group company) | | Is<br> Counter Party a Related Party According to CMB Regulations? | : | No | | Relation<br> with Counter Party if any | : | None | | Agreement<br> Signing Date if Exists | : | 29.12.2023 | | Value<br> Determination Method of Non-current Financial Asset | : | Determined<br> through negotiation. | | Did<br> Valuation Report be Prepared? | : | Not<br> Prepared | | Reason<br> for not Preparing Valuation Report if it was not Prepared | : | Not<br> required by the legislation. | | Date<br> and Number of Valuation Report | : | - | | Title<br> of Valuation Company Prepared the Report | : | - | | Value<br> Determined in Valuation Report if Exists | : | - | | Reasons<br> 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
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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: August 5, 2025 | By: | /s/<br> Özlem Yardım | |
| Name: | Özlem<br> Yardım | ||
| Title: | Investor Relations Corporate<br> Finance Director | ||
| TURKCELL İLETİŞİM HİZMETLERİ A.Ş. | |||
| --- | --- | --- | --- |
| Date: August 5, 2025 | By: | /s/<br> Kamil Kalyon | |
| Name: | Kamil Kalyon | ||
| Title: | Chief Financial Officer |