SCHEDULE: Marti Technologies Founder Shifts 10.8M Shares to Family Fund

Marti Technologies founder Oguz Alper Oktem has contributed 10.8 million Class A Ordinary Shares to a newly formed family fund, while retaining beneficial ownership and voting control.

Summary

• Oguz Alper Oktem, the reporting person, has filed Amendment No. 2 to his Schedule 13D, updating his beneficial ownership in Marti Technologies, Inc.
• The amendment reports the contribution of 10,800,000 Class A Ordinary Shares to the Oktem Family Fund LLC, a newly formed Cayman limited liability company, on December 18, 2025.
• Mr. Oktem owns a majority of the interests in the Oktem Family Fund.
• He retains all beneficial ownership rights to the contributed shares, including an irrevocable proxy to control voting and the ability to direct their sale at any time.
• New Holland Capital LLC (NH) manages the Oktem Family Fund and may exercise rights to dispose of the contributed shares upon certain trigger events (including a floor price) or at any time after October 31, 2028.
• NH does not otherwise have the ability to exercise voting or investment power with respect to the contributed shares.
• Mr. Oktem beneficially owns 13,401,435 Class A Ordinary Shares, representing 15.6% of the outstanding shares, based on 85,812,185 Class A Ordinary Shares outstanding as of December 18, 2025.
• Additionally, Mr. Oktem holds 291,397 Class A Ordinary Shares underlying restricted stock units that are expected to vest within 60 days of December 22, 2025.

Sentiment

Score: 6

Explanation: The founder's continued control over the shares in the family fund is a positive for stability, but the future potential for New Holland Capital LLC to dispose of a large block of shares introduces an element of uncertainty and potential future selling pressure.

Positives

• The founder, Oguz Alper Oktem, maintains beneficial ownership and control over the voting and disposition of the contributed shares, indicating continued commitment to Marti Technologies.
• The establishment of the Oktem Family Fund may provide a structured approach for long-term wealth management for the founder's significant holdings.

Negatives

• The arrangement introduces a third party, New Holland Capital LLC, which gains rights to dispose of a significant block of shares (10.8 million) under certain trigger events or after October 31, 2028, potentially creating future selling pressure.
• The specific 'floor price' trigger event for New Holland Capital LLC's disposal rights is not detailed, introducing uncertainty regarding potential future share sales.

Risks

• Potential future selling pressure on Marti Technologies' Class A Ordinary Shares if New Holland Capital LLC exercises its right to dispose of the 10.8 million contributed shares after October 31, 2028, or upon unspecified trigger events, including a floor price.
• Lack of transparency regarding the specific 'floor price' trigger event for New Holland Capital LLC's disposal rights.

Future Outlook

The filing indicates a potential future disposition of 10.8 million Class A Ordinary Shares by New Holland Capital LLC after October 31, 2028, or upon certain unspecified trigger events, including a floor price.

Management Comments

• The Reporting Person has acquired the Class A Ordinary Shares reported herein pursuant to awards granted by the Issuer in consideration for services rendered to the Issuer.
• The Reporting Person shall maintain all beneficial ownership rights to the Contributed Shares held by the Oktem Family Fund, including an irrevocable proxy to control the voting of such shares and the ability to direct the sale of such shares at any time.

Industry Context

This filing primarily concerns a change in the beneficial ownership structure of a significant shareholder and does not directly address broader industry trends or the competitive landscape. It reflects an individual's wealth management strategy for their holdings in a publicly traded technology company.

Corporate Governance

Related Party Transactions

• The contribution of 10,800,000 Class A Ordinary Shares by Oguz Alper Oktem to the Oktem Family Fund LLC, where Mr. Oktem owns a majority of the interests, constitutes a related party transaction concerning the management of his personal holdings.

Stakeholder Impact

• Shareholders: The transfer of a significant block of shares to a family fund, while retaining founder control, could be viewed as a long-term commitment. However, the future potential for New Holland Capital LLC to dispose of these shares could introduce selling pressure and impact share price.
• Management: The founder's continued strong beneficial ownership and voting control reinforce his influence over company direction.

Next Steps

• Monitoring for any future filings related to the disposition of shares by New Holland Capital LLC after October 31, 2028, or upon trigger events.
• Monitoring for the vesting of the 291,397 restricted stock units within 60 days of December 22, 2025.

Key Dates

Recommendation

The filing details a restructuring of the founder's personal shareholdings, where he retains control. This doesn't fundamentally alter the company's operational outlook or financial health. While the future potential for New Holland Capital LLC to dispose of shares introduces a long-term overhang, it's not an immediate event. Therefore, a 'hold' recommendation is appropriate as the core investment thesis remains unchanged by this specific filing.

Keywords

Marti Technologies, Oguz Alper Oktem, Schedule 13D, Beneficial Ownership, Class A Ordinary Shares, Oktem Family Fund, New Holland Capital, Share Transfer, Corporate Governance, SEC Filing