土耳其移动通信 2025年年度报告和过渡报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoOR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TURKCELL İLETİŞİM HİZMETLERİ A.Ş.(Exact Name of Registrant as Specified in Its Charter) TURKCELL (Translation of Registrant’s Name into English) Securities registered pursuant to Section12(b) of the Act: *Not for trading on the New York Stock Exchange, but only in connection with the registration of AmericanDepositary Shares representing such ordinary shares pursuant to the requirements of the Securities andExchange Commission Securities registered pursuant to Section12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section15(d) of the Act: None Table of Contents Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section13 or15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d) of theSecurities Exchange Act of 1934 during the preceding 12months (orfor such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (orforsuch shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.See definition of “accelerated filer and large accelerated filer” in Rule12b-2 of the ExchangeAct. If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards* provided pursuant to Section13(a) of the ExchangeAct.☐ *The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April5,2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements includedin thisfiling: U.S. GAAP☐International Financial Reporting Standardsas issuedby the International Accounting Standards Board⌧Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (asdefined in Rule12b-2of the Exchange Act). Yes☐No☒ TABLE OF CONTENTS ITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6ITEM2.OFFER STATISTICS AND EXPECTED TIMETABLE6ITEM3.KEY INFORMATION63.A RESERVED63.B CAPITALIZATION AND INDEBTEDNESS63.C REASONS FOR THE OFFER AND USE OF PROCEEDS63.D RISK FACTORS7ITEM4.INFORMATION ON THE COMPANY354.A HISTORY AND DEVELOPMENT OF THE COMPANY354.B BUSINESS OVERVIEW364.C ORGANIZATIONAL STRUCTURE1034.D PROPERTY, PLANT AND EQUIPMENT104ITEM4A.UNRESOLVED STAFF COMMENTS105ITEM5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS1055.A OPERATING RESULTS1165.B LIQUIDITY AND CAPITAL RESOURCES1345.C RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.1405.D TREND INFORMATION1405.E CRITICAL ACCOUNTING ESTIMATES143ITEM6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEE