SCHEDULE: Marti Technologies Insider Share Contribution Update

Cankut and Esra Unluaslan Durgun reported the contribution of 10.8 million Class A shares to the Oktem Family Fund while maintaining voting and dispositive control.

Summary

• Reporting persons Cankut Durgun and Esra Unluaslan Durgun filed an amendment to their Schedule 13D regarding their holdings in Marti Technologies, Inc.
• Esra Unluaslan Durgun contributed 10,800,000 Class A Ordinary Shares to the Oktem Family Fund LLC on April 22, 2026.
• The reporting persons maintain beneficial ownership of 14,716,803 shares, representing 17.1% of the total outstanding Class A Ordinary Shares.
• Despite the transfer to the fund, the Durgun Member retains an irrevocable proxy to control voting and the ability to direct the sale of the contributed shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative update regarding internal share management that does not signal a change in the company's operational trajectory.

Positives

• The reporting persons maintain full voting and dispositive control over the contributed shares, ensuring no loss of influence over corporate governance.
• The transaction structure allows for potential future liquidity or strategic management of the share position through the Oktem Family Fund.

Negatives

• The arrangement introduces a third-party manager (New Holland Capital LLC) with limited rights to dispose of shares under specific trigger events or after October 31, 2028.

Risks

• Potential for future share liquidation by the fund manager if specific trigger events occur or after the October 31, 2028 deadline.
• Market perception of insider share movements can sometimes lead to volatility in the share price.

Future Outlook

The reporting persons may continue to acquire or dispose of shares based on market conditions, business prospects, and investment considerations.

Management Comments

• Cankut Durgun serves as President, Chief Operating Officer, and Director of the Issuer.
• The reporting persons disclaim beneficial ownership of shares held by the other spouse, though they are aggregated for reporting purposes.

Industry Context

StockSavvy.ai notes that this filing reflects standard estate or wealth management planning by insiders, which is common in high-growth technology firms to consolidate holdings while maintaining control.

Comparison to Industry Standards

• The retention of voting control via irrevocable proxy is a standard mechanism used by founders and major shareholders to maintain influence while utilizing investment vehicles.
• The 17.1% stake remains a significant concentration of ownership, consistent with typical founder-led technology companies.

Corporate Governance

Related Party Transactions

• The reporting persons have entered into the 2nd A&R LLCA with the Oktem Family Fund, managed by New Holland Capital LLC.

Stakeholder Impact

• Shareholders should note the continued alignment of the reporting persons with the company's long-term interests.
• The potential for future share sales by the fund manager after 2028 may impact long-term supply/demand dynamics.

Next Steps

• Ongoing monitoring of the Oktem Family Fund's holdings.
• Potential future filings if the reporting persons adjust their ownership stake.

Key Dates

Keywords

Marti Technologies, Schedule 13D, Insider Ownership, Corporate Governance, Share Contribution, Oktem Family Fund