A. History and Development of the Company Corporate Information We were incorporated in İstanbul, Türkiye as a joint stock company on April 11, 2000, under the Turkish Commercial Code as D-MARKET Elektronik Hizmetler ve Ticaret A.Ş., and we operate primarily under our “Hepsiburada” brand name. 71 Table of Contents In July 2021, we completed our initial public offering and listed our ADSs on the Nasdaq Global Select Market under the symbol “HEPS.” Our registered office is located at Kuştepe Mahallesi Mecidiyeköy Yolu Cadde, Trump Towers Tower 2, No: 12 Floor: 2 Şişli Istanbul, Türkiye. Our telephone number is +90 212 304 20 00. Our corporate website address is https://www.hepsiburada.com. The information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. The SEC maintains a website at www.sec.gov that contains in electronic form, reports, and other information that we have filed electronically with the SEC. Our agent for service of process in the United States for U.S. federal security law purposes is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168, and the telephone number at this address is +1 800-221-0102. Company History and Brand Development In 2000, Hanzade Vasfiye Doğan Boyner founded our company as a 1P-based e-commerce platform. We became the first e-commerce platform in Türkiye to collect customers’ reviews, which enabled us to pursue a more customer-oriented approach. Starting in 2010, we began widening the range of products we offer by not only introducing new categories such as home textile, cosmetics, and gardening, but also by increasing our product range in non-electronic categories such as fast moving consumer goods (FMCG), fashion, and home and garden. See Item 4.B. “—Business Overview—Our Business.” In the same year, we introduced the first “one click shopping” feature in Türkiye by becoming the first on-site audited and Payment Card Industry Data Security Standard (PCI DSS) certified firm in the Turkish e-commerce market. In 2011, we launched a mobile application for Hepsiburada for iOS and Android platforms, which were among the first mobile applications in the Turkish e-commerce market. In 2015, we launched our 3P-based Marketplace and established our fulfillment center in Gebze, Kocaeli, which became the main logistics hub of our operations as well as the first dedicated e-commerce fulfillment center operating 24/7 in Türkiye. In 2016, Hepsipay acquired its license as an e-money and payment services provider in Türkiye. In 2017, we launched Hepsijet, our own delivery service which provides last-mile delivery services (inclusive of scheduled same day and next day delivery). In 2021, we launched HepsiAd as part of our efforts to enhance the advertising capabilities of our online platform. Also in 2021, we launched Hepsipay Cüzdanım (Hepsipay Wallet), an embedded digital wallet product on the Hepsiburada platform, and we completed the expansion of Hepsijet services across the 81 cities in Türkiye. Furthermore, Hepsijet rolled-out its two-man cargo handling service called Hepsijet XL in 13 cities. On July 1, 2021, we became the first-ever Nasdaq-listed Turkish company. In 2022, we acquired Doruk Finansman, a consumer finance company in Türkiye. In 2023, the company name of Doruk Finansman was changed to Hepsi Finansman A.Ş. (“Hepsi Finansman”). In 2024, we granted our first consumer finance loan through Hepsi Finansman. In 2025, we launched Hepsijet PRO, a business-to-business logistics service which enables companies to transfer their products between their stores and warehouses. As of the date of this annual report, the principal market in which we operate is Türkiye and for the years ended December 31, 2025, 2024 and 2023, respectively, almost all of our revenue was generated from our operations performed in Türkiye. 72 Table of Contents 2025 Change of Control On October 17, 2024, our then-controlling shareholder, being Hanzade Vasfiye Doğan Boyner, our Founder, and Vuslat Doğan Sabancı, Yaşar Begümhan Doğan Faralyalı, Arzuhan Doğan Yalçındağ and Işıl Doğan (collectively, the “Selling Shareholders”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Joint Stock Company Kaspi.kz (“Kaspi.kz”), a joint stock company incorporated under the laws of Kazakhstan, for all outstanding Class A shares and Class B shares of the Company held by the Selling Shareholders, corresponding to 65.41% of our share capital (the “Change of Control”). The Change of Control was subject to regulatory approvals of the Turkish Competition Board, the Banking Regulation and Supervision Agency, the Information Technologies and Communications Authority and the Central Bank of the Republic of Türkiye and was completed on January 29, 2025 (“Closing”), on which date Kaspi.kz became our new controlling shareholder. Following the Change of Control, in accordance with former Article 7/A of the Articles of Association, all outstanding Class A shares automatically converted into Class B shares. See Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders.” In two transactions on November 17, 2025 and on January 9, 2026 respectively, TurkCommerce B.V. transferred its entire shareholding of the Company to Kaspi.kz and ceased to be a shareholder of the Company. On November 17, 2025 the Company approved an increase of its share capital to a total of an aggregate amount of TRY 4,171,960,010.85, of which TRY 7,168,458.80 were allocated to the nominal value of the newly issued shares, and the remaining TRY 4,164,791,552.05 were allocated to the share premium. Capital Expenditures Please refer to Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Material Cash Requirements—Capital Expenditures” for a description of our capital expenditures. See Item 4.B. “—Business Overview—Our Strategy” and Item 5. “Operating and Financial Review and Prospects—Key Factors Affecting Our Financial Condition and Results of Operations—Our Ability to Leverage our Growing Scale” for principal projects recently developed, in progress, and anticipated. See Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Anticipated Sources of Funds” for our methods of financing. B. Business Overview We believe we are one of the leading commerce platforms in Türkiye and, as of December 31, 2025, we served approximately 11.8 million Active Customers with approximately 102.0 thousand Active Merchants. As of December 31, 2025, we had over 419 million SKUs, including variants (color, size, etc.) across 34 different product categories offered through a hybrid model combining a first-party Direct Sales model (1P model) and a third-party Marketplace model (3P model). We believe we offer a compelling value proposition, both for our customers and our merchants, including via our customer loyalty program, Hepsiburada Premium, our last-mile delivery and fulfillment services and diverse payment and affordability solutions. Since the launch of our Marketplace in 2015, Hepsiburada has become a trustworthy partner for merchants in Türkiye. In 2025, our 3P-based Marketplace model accounted for approximately 68% of our GMV. We offer our merchants a seamless set of end-to-end e-commerce solutions which include our last-mile delivery services including oversized products delivery under Hepsijet, our fulfillment options under HepsiLojistik, affordability solutions for our consumers under Hepsipay and our advertising solutions under HepsiAd. We believe powerful network effects are created by our leading brand, hybrid commerce model rooted in a unified 1P- and 3P-based catalogue, and strong customer and merchant value propositions. Our expanding selection of products and services, as well as price competitiveness, has allowed us to increase the Order Frequency on our platform to 7.4 in 2025, up from 6.8 in 2024 and 6.2 in 2023, which in turn draws more merchants and further enhances our customer value proposition. In addition, our proprietary data and insights collected over more than 25 years of e-commerce experience enable us to understand the needs of our customers and merchants and help us develop new services, and continuously innovate and strengthen our value proposition, reinforcing the network effects. Our revenues increased by 13.4% to TRY 84.7 billion in the year ended December 31, 2025, from TRY 74.7 billion in the year ended December 31, 2024, and our GMV increased by 4.3% to TRY 257.5 billion in the year ended December 31, 2025, from TRY 246.9 billion in the year ended December 31, 2024, principally fueled by a 9.5% increase in the Number of Orders, partially offset by a 4.7% decrease in Average Order Value. For the year ended December 31, 2025, we had a net loss of TRY 5,699.2 million compared to a net loss of TRY 2,100.7 million for the year ended December 31, 2024. We had net cash provided by operating activities of TRY 11,284.4 million, TRY 7,457.8 million and TRY 9,485.2 million for fiscal years 2025, 2024 and 2023, respectively, while Free Cash Flow for the same periods was TRY 8,877.0 million, TRY 4,845.5 million and TRY 7,319.1 million. 73 Table of Contents Industry Overview The Turkish e-commerce market has developed since the year 2000 through the adoption of online sales channels by traditional brick-and-mortar merchants, the establishment of new local e-commerce businesses, and the entry of global e-commerce companies via organic growth or acquisitions. According to the announcement made in February 2026 by the Turkish Ministry of Trade through the Electronic Commerce Information System (ETBİS), regarding the thresholds defined in the E-commerce Law, the e-commerce sector in Türkiye grew by 48.1% in 2025. ETBİS has not yet provided further details on the underlying factors behind the growth in 2025. The growth rate was derived based on the percentage change in e-commerce merchandising thresholds as regulated in the E-commerce Law No. 6563. In 2025, the e-commerce sector in Türkiye reached a total value of TRY 4,442 billion. In 2024, the sector recorded a volume of TRY 3,000 billion, of which 54.0% corresponded to retail e-commerce. The strong historical growth of the e-commerce sector in Türkiye has been underpinned by: (1) a nationwide internet infrastructure with 90.9% internet penetration among the population between the ages of 16 and 74 in 2025, according to Turkstat, (2) high credit and debit card usage with 165% credit card penetration and 243% debit card penetration in 2025 according to BKM (where penetration is calculated by dividing the number of credit and debit cards, respectively, by the population of Türkiye), (3) well-established logistics infrastructure with high quality highways, railway networks, airports and seaports enabling nationwide delivery of orders, (4) a penetration rate of home internet access of 96.2% in 2025, and (5) an increase in individuals purchasing or ordering goods or services for private use online to 55.7% in 2025 from 51.7% in 2024, according to Information and Communication Technologies Authority, ICTA. Hepsiburada was among the first e-commerce businesses in Türkiye, starting operations in 2000. Since then, in the Company’s estimate, Hepsiburada has grown to become one of the leading players in the market. Our primary competition in Türkiye consists of domestic and international e-commerce marketplaces and omni-channel retailers operating online and offline. Certain competitors focus on broad marketplace models, while others operate specialized or category-focused platforms, including quick commerce and grocery delivery. In addition, a significant portion of retail sales in Türkiye continues to take place through offline channels, and we therefore also compete with traditional brick-and-mortar retailers and omni-channel players for consumers and sellers. Our Strategy At Hepsiburada, we are driven by our mission to improve people’s lives by developing innovative products and services. Beginning in 2025, we refined our strategic focus to accelerate growth and strengthen our competitive positioning. Our strategy centers on improving customer and merchant experience and increasing operational efficiency across our ecosystem. During 2025, we prioritized enhancements to our delivery proposition, customer engagement, investments in marketing and improvements to our product and mobile experience. Overall, we believe that disciplined execution of these priorities will support growth, while allowing us to remain responsive to macroeconomic and market conditions. Our Business We operate on a hybrid business model which combines 3P and 1P models. Our core business, sales of products on our online platform, is primarily run on the “3P” or “third-party” model marketplace (the “Marketplace”) that we launched in late 2015 (see “—Marketplace”). Alongside the Marketplace, we list and sell products on our platform where “Hepsiburada” is the seller, also known as “1P” or “first party” model, where suppliers (vendors) directly sell products to us on a wholesale basis, and we then store and sell such products to customers (“Direct Sales”) (see “—Direct Sales”). We also generate part of our revenues from delivery services and other services. For the year ended December 31, 2025, we generated a total of TRY 84.7 billion in revenue, up from TRY 74.7 billion and TRY 67.2 billion for the years ended December 31, 2024 and 2023, respectively. Of our total revenues for the year ended December 31, 2025, TRY 57.1 billion (67.5% of total revenue) were derived from Direct Sales, TRY 9.9 billion (11.7% of total revenue) from Marketplace sales, TRY 12.3 billion (14.6% of total revenue) from delivery services and TRY 5.3 billion (6.3% of total revenue) from other services, compared to TRY 50.5 billion and TRY 49.8 billion from Direct Sales, TRY 9.5 billion and TRY 8.5 billion from Marketplace sales, TRY 10.3 billion and TRY 6.8 billion from delivery services and TRY 4.4 billion and TRY 2.1 billion from other services, in the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2025, we generated TRY 257.5 billion GMV of which 3P accounted for approximately 68.4%. 74 Table of Contents Our revenues from sales outside Türkiye were not material in the three years ended December 31, 2025. Marketplace Overview Our Marketplace enables us to connect users seeking to buy products with merchants offering a wide assortment of products. In our Marketplace, merchants who register on our online platform set up their own stores and list and sell their products. As of December 31, 2025, we had approximately 102.0 thousand Active Merchants operating in our Marketplace. As of December 31, 2025, 2024, and 2023, our Marketplace GMV represented approximately 68.4%, 69.8% and 66.9% of our GMV, respectively. In our Marketplace operations, merchants remain the owners of the products that they list on our platform and are responsible for pricing and managing their inventory and sales and other activities. This model allows us to dedicate our resources to enrich our platform, enhance customer experience, increase customer lifecycle through customer relationship management activities and improve our logistics infrastructure capacity towards providing fulfillment and delivery services to a larger number of merchants and managing our Direct Sales business, for which we maintain inventory and manage the geographical reach and customer experience for key product categories. Merchants We classify legal entities setting up their own stores, listing their products and selling through our marketplace platform as merchants, and further classify them as Active Merchants as described above. As of December 31, 2025, 2024 and 2023 we had approximately 102.0 thousand, 100.2 thousand and 101.5 thousand Active Merchants, respectively. As of December 31, 2025, of our approximately 102.0 thousand Active Merchants, approximately 99.9 thousand were small and medium enterprises (“SMEs”), and the remaining approximately 2.2 thousand Active Merchants we consider to be key account merchants. Key account merchants are those that enable us to provide products from top brands at high volumes and quality, while SMEs provide us with product assortment and variety. Under our merchant agreements, we collect payment from customers on behalf of our merchants, which is then payable by us to our merchants after deducting relevant commissions, fees and other charges. See Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources.” Merchants may also elect to finance the amount payable by using our supplier and merchant financing services to receive payment in a shorter timeframe. Legal entities seeking to set up a storefront in our Marketplace are required to follow a registration process that can be completed directly on our online platform (see “—Merchant Portal and Application”) with their official legal documents. Becoming a merchant on our Marketplace is designed to be as straightforward as possible, without compromising our security, or our standard terms and conditions typically applicable to our merchants regulated under the E-Commerce Law as well as know your customer procedures regulated under the Regulation on Measures Regarding Prevention on Laundering Proceeds of Crimes and Financing of Terrorism. Once the merchant’s application process is complete and approved, it can immediately start listing its products on our platform. Our typical engagements with merchants, subject to our standard terms and conditions (which can be negotiated by both parties to the engagement), are for indefinite periods. There is no obligation for a merchant to actually offer and sell products using our platform. Our typical agreements include customary representations and warranties from our merchants. From time to time in the ordinary course of our operations, we may negotiate deviations from, or we may enter into addendums to, our standard agreements with merchants that expand on or amend our standard terms and conditions. In the event that Hepsiburada amends the terms and conditions of the agreement unilaterally, merchants must be notified 15 days prior to the effective date of the amendment, unless the amendments are made in favor of the merchants, in which case the 15-day period does not apply. However, if the unilateral amendment requires any technical development or comprises any increase in commission rates and service fees, imposes any penal sanction or causes limitations on, suspension of or cessation of the intermediary service and has any negative impact on the merchant’s rights, the merchants must be notified 30 days prior to the effective date of such amendment. 75 Table of Contents We may unilaterally suspend a merchant’s account under certain circumstances explicitly stated under the agreement, including when the merchant’s service quality (based on customer feedback and delivery performance) has fallen to a level stipulated under the agreement that warrants suspension, the merchant is in default in respect of its payments to us, or its product listings are found to be misleading or inaccurate. We detect misleading or inaccurate listings through our periodic reviews or receipt of complaints from our customers or trademark/brand owners, as well as through review requests from official authorities. We also examine and evaluate any claims that a merchant is engaged in unlawful or illegal activity or has posted unlawful or illegal content. If it appears that there has been a violation of law or our terms of services, we stop the sale and remove the unlawful content or goods and services from our platform. We also have the right to immediately terminate our agreement with any merchant without giving any notice in case of violation of any relevant legislation, including infringements of third-party intellectual property rights and the sale of counterfeit products. In our Marketplace, each merchant is individually rated, based on an algorithm combining customer feedback, timely dispatch of products sold, and fulfillment of the merchant’s obligations towards us. Ratings of each merchant that has fulfilled a minimum of 10 orders are displayed publicly along with the products they list. In addition, the merchant’s individual store can be viewed, and all products listed by such merchant can be separately viewed by our users and customers, along with the complete tradename, Turkish central commercial registration system (MERSİS) number and the city where their headquarters are located. In addition to our online platform, Marketplace merchants benefit from our “integrated ecosystem,” which provides the merchants with a wide range of end-to-end solutions, including, (i) seamless last-mile delivery (i.e., Hepsijet), see “—Strategic Assets—Hepsijet”; (ii) fulfillment solutions (i.e., HepsiLojistik), see “—Business Overview—Order Fulfillment”; and (iii) advanced targeting and onsite advertisement solutions (i.e., HepsiAd), see “—Business Overview—Advertising Solutions Through HepsiAd.” In addition, merchants in our Marketplace have access to our “Merchant Portal,” which offers automated campaign management, a merchant support center, business intelligence and support, proprietary merchant store management, and online courses features as well as our merchant-specific application, Hepsiburada My Business Partner. See “—Business Overview— Marketplace—Merchant Portal and Application” below. Merchant Portal and Application Our merchant portal is an interface through which our merchants control their listings and pricings, manage orders and sales, manage campaigns, track receivables, and benefit from online training courses on how to use our platform and increase their e-commerce sales (through our merchant training portal, Hepsiburada My Business Partner Academy). Our merchant portal is designed to provide our merchants with a fast and efficient tool to manage their operations on our Marketplace to ensure an improved merchant experience and promote a highly engaged merchant base. We also have a merchant-specific application called Hepsiburada My Business Partner. With this application, we have enhanced our interaction with our merchants while enabling them to operate more efficiently. Through Hepsiburada My Business Partner, our merchants can view their transaction summary, handle inventory management, participate in our campaigns, respond to customer questions, review their financial summary, connect to customer services and access our training portal. Both the portal and the application feature a dedicated “Advertisement Management” tab, allowing merchants to independently manage their advertising campaigns. This tool provides access to various advertising products designed to boost product visibility and traffic. Merchants have full control over advertising solutions, enabling them to set budgets, determine bids and select promotional content. Direct Sales We began our operations with 1P model Direct Sales in 2000. As of December 31, 2025, 2024 and 2023, Direct Sales represented 31.6%, 30.2% and 33.1% of our GMV, respectively. For our Direct Sales business, we purchase, and usually hold, inventory for a selection of products in our fulfillment centers or suppliers’ warehouses to be sold directly to customers. We have dedicated sales teams that identify and track demand for products in each product category on our platform. As our platform offers a competitive market for products, the same products may be sold by us on a Direct Sales basis and by our merchants on the Marketplace at the same time on a single catalogue (Buy Box) basis. Our single catalogue operates on an impartial basis, and it ranks both Hepsiburada (as a merchant) and third-party merchants using the same criteria. 76 Table of Contents We source products in bulk and aim to leverage our bargaining power as a leading and trustworthy e-commerce platform and our direct business relationships with our suppliers to obtain competitive prices. We purchase inventory for our Direct Sales with one of three general types of payment terms: purchase basis, consignment basis, or “sell and pay” (i.e., similar to the consignment basis but with payment due within 15 to 90 days after the inventory is sold) basis. Generally, we pay for inventory purchased on a purchase basis within a period of time after the inventory arrives at our fulfillment centers. The acquisition of inventory on a consignment or “sell and pay” basis allows us to use the proceeds of the sale of products to pay for the inventory of the products. Having a mix of these payment terms gives us additional financial headroom for better cash management. In our online platform, Hepsiburada appears as the merchant for products sold via Direct Sales. We track available pricing information to level our prices for products sold through Direct Sales against the most competitive prices offered for the same or similar products that can be found in the wider Turkish e-commerce market. Like all products sold through our Marketplace, products sold through Direct Sales are fulfilled at our fulfillment centers or suppliers’ warehouses and channeled to the relevant sorting hubs. From our fulfillment centers, parcels are delivered to customers through our various last-mile delivery channels i.e., through our own delivery last-mile solution, Hepsijet or other cargo firms. Suppliers In our Direct Sales business, we benefit from long-lasting relationships that we have built with a wide range of our suppliers, who are either owners or distributors of global and local brands. We make strategic procurements based on seasonality and competition through our dedicated teams and machine learning based procurement models. In addition, we enjoy direct procurement from key brands such as Apple, Casper, Samsung, Tefal, P&G, Unilever, Spigen, Huawei Türkiye, Phillips, Vestel, Puma, Adidas and SharkNinja, both for new launches and existing products, enabling us to offer high-demand products through our Direct Sales simultaneously with the original equipment manufacturers as well as the ability to partner to offer value-added services, such as trade-in options for Apple and Samsung products, among others, and chat support from live agents from several well-known brands, including Apple, Lenovo and HP. In our Direct Sales business, we aim to maintain a cash generating and profitable inventory of products and implement a well-defined and structured forecasting process to ensure efficient demand planning. Product Assortment We offer a wide assortment of products on our platform and intend to continue expanding our catalog to strengthen our position as a one-stop shop for all of our customers’ shopping needs. As of December 31, 2025, there were over 419 million SKUs across 34 different product categories grouped under nine major domains on our platform. We organize the listings in our Marketplace in what we believe is an intuitive and easy-to-use directory that facilitates browsing and viewing of listings. For our Direct Sales, our commercial team decides on the content of the Direct Sales inventory based on certain strategic and financial criteria including profitability, ease of procurement, competitiveness, seasonality, consumer demand as well as operational capability. We categorize our GMV by domains. As of the date of this annual report, listings on our platform cover the following selection domains: ● Appliances: This domain includes consumer electronics (TV), major domestic appliances (MDA) and small domestic appliances (SDA). ● Mobile: This domain includes mobile phones and, since 2024, tablets, wearable technology and mobile accessories. ● Fashion and Lifestyle: This domain includes apparel, shoes and bags, outdoor wear, sports equipment, watches, accessories, sunglasses and jewelry. Until 2025, gold was included in this domain. ● Home and Garden: This domain includes home textile, furniture and kitchenware 77 Table of Contents ● Technology: This domain includes computers, cameras and, since 2024, (non-TV) gaming consoles, home improvement products and automobile accessories and parts. ● Supermarket: This domain includes fast moving consumer goods (FMCG), pet shop and, since 2024, food & beverage. Until 2025, health and beauty, mother and baby and cosmetics were included in this domain. ● Gold: This domain includes gold products. Since 2025, gold is listed as a separate domain. ● Beauty: This domain includes health and beauty and cosmetics. Since 2025, beauty is listed as a separate domain. ● Books and Hobbies: This domain includes books, toys, stationery, games, musical instruments, mother and baby products and digital products, such as sweepstakes and gamified lotteries, and more. Until 2024, gaming consoles, wearable technology and consumer electronics were included in this domain. Customers We define all persons accessing our online platform (either through our website or mobile application) as users. Users are able to view all the content of our online platform and buy products without the need to register. If users choose to register, we define such registered users as members. We classify users (either registered or unregistered) who purchased an item on our Marketplace or through Direct Sales within the 12-month period preceding the relevant date, as Active Customers. In 2025, we changed the definition of Active Customers to exclude orders for digital products and orders made on HepsiExpress. See Item 5. “Operating and Financial Review and Prospects—Summary Consolidated Financial and Other Data—Key Indicators of Operating and Financial Performance and Non-IFRS Measures” for more information. As of December 31, 2025, 2024 and 2023, we had approximately 11.8 million, 11.8 million and 11.6 million Active Customers for each respective period. Hepsiburada Premium Hepsiburada Premium is a subscription-based loyalty program launched in 2022. An annual membership option was introduced in 2023. As of December 31, 2025, we had 3.5 million Hepsiburada Premium members. Hepsiburada Premium members have access to a range of benefits including but not limited to free delivery, 3% cashback (with a ceiling of TRY 25 per order) and subscription to a paid-TV channel called HBO Max for a monthly subscription fee of TRY 69.90 as of the date of this annual report. In July 2024, we partnered with Warner Bros. Discovery to extend the offering of a HBO Max subscription as a privilege for Hepsiburada Premium members. We value this program for its higher engagement and Order Frequency generated among its members. Our data in the fourth quarter of 2025 indicated that Premium customers’ monthly Order Frequency was 1.5 times the frequency they generated before joining the program. In January 2024, we launched a Hepsiburada Premium co-branded credit card with one of the leading banks of Türkiye, Yapı Kredi Bank, which offers its users attractive benefits. Data and Personalization We leverage comprehensive user and transaction data to enhance the relevance and effectiveness of our products, services and marketing activities. By analyzing consumer behavior and spending patterns across our ecosystem, we generate actionable insights that support personalized customer engagement, strengthen retention and increase transaction frequency. 78 Table of Contents Customer Payment Methods Customers can pay for their purchases on our platform through the Hepsipay payment gateway with their Hepsipay e-money account, with loyalty points accumulated in their Hepsipay Wallet, with their credit card (either stored in their wallet or via an instant new card entry), with loyalty points accumulated under their affiliated credit card program with certain banks, with their debit card (either stored in their wallet or via an instant new card entry), with the buy-now-pay-later option, with an instant shopping loan through banks and Hepsi Finansman, in addition to having the option to pay by instant money-transfer (enabling transfers through the interfaces of selected banks), or digital wallets of selected banks. Furthermore, customers are able to pay via multiple credit cards in case their credit limits are insufficient to place an order with a single credit card. Customers have five different methods to make their purchases in installments: installments through their credit cards (which can be with or without interest depending on the basket size and number of installments), installments through their digital wallets, buy-now-pay-later, instant shopping loans and general purpose loans. From time to time, we offer a “buy now start paying in 2 or 3 months” feature as an additional payment deferral option for credit cards (supported by most of our partner banks). Instant shopping loans at point of sale and general purpose loans through Hepsipay are provided through integrations with several leading banks. Customers have the option to spend their general purpose loans on the Hepsiburada platform via their Hepsipay Wallet balance or outside of the Hepsiburada platform by applying the loans to top up their e-wallets and using the balance on their Hepsipay prepaid card. Depending on the payment method, and the campaign period in the year, the customer might bear the cost of a payment deferral or might be provided an interest free deferral option. In order to provide instant shopping loans at point of sale, we act as the intermediary between leading Turkish banks that we have agreements with and the customers. We receive a commission based on the amount of the loan from the banks once the loan is drawn by our customers. Under the buy-now-pay-later service, customers can select to pay in up to 12 installments (lower in some categories where regulations limit the number of installments) that are collected automatically from the customer’s credit or debit cards. See Item 3.D. “Key Information—Risk Factors—Risks Relating to Our Business and Industry—We are subject to credit risk of our borrowers in relation to our Buy-Now-Pay-Later solution and consumer finance loan offering.” Platform Our online platform can be accessed via our website and our mobile applications providing our users constant real time access to our unified catalogue and tools at any time and in any place. All of our access channels offer the same listings ensuring a consistent offering and user experience. For the years ended December 31, 2025, 2024 and 2023, we received 90%, 91% and 91%, respectively, of total user traffic through mobile access channels (mobile application and mobile website) with the remainder through the desktop website. We have teams of IT engineers (developers, testers and architects), designers, data analysts and product managers who are dedicated to enhancing the shopping experience. Our data science and machine learning teams embedded across product function teams analyze the data to identify trends in shopping patterns to tailor the shopping experience on our platform and make more relevant product recommendations. This, in turn, facilitates enhanced shopping experiences on our platform. Website Our online platform is designed to be accessed through web browsers on desktops, feature phones (phones with basic internet capabilities), smartphones and tablet computers, to provide a smooth user experience, with listings grouped in clear content categories and subcategories. Mobile Channels In 2011, along with our custom mobile website, we launched our iOS application and Android application. We released our first in-house developed mobile applications in 2014, and since then, our internal mobile application teams have developed and released all application versions in both iOS and Android platforms. 79 Table of Contents Fees and Charges In our Direct Sales business, we charge to our customers the purchase value of the goods, which we define as “sales of goods” revenues. In addition, we charge our Direct Sales customers for delivery services, which we define as “charges for delivery services.” In our Marketplace, we do not charge merchants for setting up an online storefront on our Marketplace, but receive a Marketplace commission and transaction fee if the merchants’ sales are successful and depending on the type of service we provide. In addition, we charge our Marketplace customers for delivery services, which we also define as “charges for delivery services.” The delivery fee charged to a customer depends on the delivery method, product volume and transaction amount. As of December 31, 2025, delivery fees were waived for all orders for Hepsiburada Premium members. See “—Hepsiburada Premium.” We also generate revenues from other services including advertisement and fulfillment services and define them as “other services revenues.” Specifically, for services provided under the HepsiLojistik model, we also charge merchants fees related to the storage and handling of products. See Item 5. “Operating and Financial Review and Prospects—Components of Our Results of Operations—Revenues.” Order Fulfillment The fulfillment process includes accepting goods, picking and storing products, consolidating them into batches and packing them into parcels for delivery as well as return operations. We operate on the basis of three fulfillment models, namely, (i) fulfilled-by-merchant (“FBM”) model, where merchants perform fulfillment by their own means (only applicable to our 3P-based Marketplace operations); (ii) fulfilled-by-Hepsiburada (the “HepsiLojistik model”), where we, in case of 1P-based Direct Sales, or merchants, in case of 3P-based Marketplace operations, perform fulfillment through HepsiLojistik, using our logistics infrastructure; and (iii) drop-shipping (the “Drop-shipping model”), where we accept customer orders in our 1P-based Direct Sales and transfer orders to our suppliers, who in turn perform fulfillment by their own means (only applicable to 1P-based Direct Sales operations). Accordingly, our Marketplace operations use either the HepsiLojistik model or FBM model, and our Direct Sales operations use either the HepsiLojistik model or Drop-shipping model. In our Marketplace operations, our FBM and HepsiLojistik models provide our merchants with the flexibility to choose a fulfillment and delivery method that best suits their business. With our FBM model, merchants list their products on our Marketplace, while storage and order fulfillment are handled directly from their own warehouse facilities. Upon purchase, the parcel is transferred to the appropriate delivery channel, and either we carry out the “last-mile” delivery of the parcel to the customer or the merchant procures logistics services through third-party cargo companies. We launched the HepsiLojistik model in late 2020. Through the HepsiLojistik model, we provide fulfillment services on behalf of merchants through our fulfillment and logistics infrastructure, using all our fulfillment centers across Türkiye which provide 24/7 fulfillment operations capability. As of December 31, 2025, we provide fulfillment services to 124 companies. Our HepsiLojistik model is typically preferred by merchants who do not have their own storage facilities or who are seeking a higher service level at competitive prices or do not want to fulfill orders by themselves. With our HepsiLojistik model, merchants deliver their products to one or more of our fulfillment centers to be stored and, after a customer orders a merchant’s product, we manage the packaging of the product into a parcel and the delivery of the parcel to the customer through either Hepsijet or other cargo companies. In our HepsiLojistik model, merchants are not under an obligation to commit a certain amount of inventory to us and customers are able to purchase through our platform or from the merchants’ own websites or other online platforms where merchants have stores. In addition, merchants making sales through other e-commerce platforms are able to fulfill such orders through our HepsiLojistik services. Our HepsiLojistik model provides merchants with the ability to fulfil orders in a faster, more reliable and cost-efficient manner and with increased quality standardization. 80 Table of Contents Both in our FBM model and HepsiLojistik model (excluding third parties using HepsiLojistik for their operations on other e-commerce platforms), throughout the entire order fulfillment process, from the moment the customer’s order is confirmed on our platform to the time the parcel arrives at its destination, our customer support team manages customer requests and inquiries relating to their orders, along with aftersales services. Delivery We offer our customers a comprehensive selection of delivery options, including: (i) standard delivery by (a) our last-mile services (through Hepsijet) see “—Strategic Assets—Hepsijet,” which is generally within two calendar days (and on the next-day/same-day in metropolitan areas), or (b) through other cargo companies (merchants typically choose which cargo company they would like work with); (ii) same day/next day scheduled delivery and Sunday delivery through Hepsijet, where our customers (except for Hepsiburada Premium members) pay additional delivery fees (in the case of FBM, the merchant must be a member to our Hepsijet services); and (iii) collection from our offline network of pick-up and drop-off (PUDO) points for customers (through HepsiMat), see “—Strategic Assets—Hepsijet.” Through Hepsijet, we offer our customers the ability to live-track their parcels prior to delivery, postpone delivery and change delivery address while the shipment is en route. We also offer scheduled return pickup services from the customer’s address across the country at no additional fee (subject to certain exceptions) by Hepsijet, a convenience service for our customers to facilitate returns. We also offer two-man cargo handling service through Hepsijet, which we refer to as Hepsijet XL, addressing the need for high quality and reliable service in that segment. Since 2023, Hepsijet provides this service in all 81 cities in Türkiye. Hepsijet also offers scheduled return pick-up for such oversized products. In 2025, Hepsijet started a business-to-business logistics service, “Hepsijet PRO”. Prior to 2025, Hepsijet XL had only business-to-consumer operations. For the years ended December 31, 2025, 2024 and 2023, we, as Hepsiburada, delivered approximately 107 million, 98 million and 91 million packages, respectively. This represented a year-to-year increase of 9% from 2024 to 2025 and 8% from 2023 to 2024. Marketing We have dedicated marketing teams that cover our advertising and marketing needs across all product categories and channels. Our marketing is designed to explicitly address brand marketing, customer engagement, performance marketing, commercial marketing and influencer marketing functions across teams. Accordingly, our key marketing functions include the following: (i)Brand marketing: Our brand marketing capabilities include our efforts across marketing communications, in-house creative production and an agency network. (ii)Customer engagement: We aim to maximize the engagement of each customer by offering them a personalized experience. Our teams develop advanced journeys (e.g., welcome, cross-sell, churn management, reactivation), which are supported by a data-driven approach across channels. We have a dedicated Hepsiburada Premium team offering a differentiated service to premium subscribers in all touchpoints. (iii)Performance marketing: Our performance marketing team leverages paid digital media to stimulate growth based on an integrated marketing-tech ecosystem. They utilize mobile, search, social and other digital channels in an integrated approach to attract relevant customers in a targeted way. For this purpose, we designed a holistic data system, which enables tracking and improvement capabilities, supported with customized attribution models. (iv)Commercial marketing: Our commercial marketing capabilities are deeply integrated into daily sales operations and include campaign management, trade marketing and influencer marketing efforts. Our sales team comprises individual units each dedicated to specific product categories and operate based on key performance indicators driving growth. 81 Table of Contents (v)Influencer marketing: We work with 35 thousand influencers under a revenue share model where our influencers generate commission income based on our sales generated through them. We also make use of a “social commerce” model. Any platform members can share products from our platform with their community and earn cash points when others make purchases through their link. These cash points can be redeemed on our platform to pay for items in lieu of cash. In the year ended December 31, 2025, there were over 2 million such sharings that resulted in completed sales transactions. We allocate a majority of our marketing budget to online marketing channels with a smaller proportion being allocated to offline marketing channels (e.g., billboards). See “—Customers—Customer Payment Methods” for installment payment options advertised and offered to our customers. Advertising Solutions Through HepsiAd We offer advertisement services and technologies to merchants and suppliers through banners, video ads, search monetization and first-party data targeting options placed on our main page and certain high-traffic sub-sections of our online platform and application. We also have an Adtech solution which we partnered with Google to create using Google’s Ad infrastructure. This solution uses Hepsiburada’s first party cookie data to create collaborative campaigns with brands to maximize their efficiency and the effectiveness of their acquisition of new customers. HepsiAd operates as an integrated function of our core business and through our merchant portal. Over time, we have improved the performance of our product ads, expanding merchants’ ads inventory on search and display monetization, as well as providing a reporting dashboard analytics and insights offering to merchants. In 2025, we continued monetizing our advertisement services by increasing the adoption of HepsiAd’s solutions by our merchants. During the year ended December 31, 2025, around 43 thousand merchants used our advertising solutions. Seasonality For a discussion of the impact of seasonality on our business see Item 5. “Operating and Financial Review and Prospects—Key Factors Affecting Our Financial Condition and Results of Operations—Seasonality.” Strategic Assets In addition to our core business comprising the Marketplace and Direct Sales, we offer end-to-end solutions to our customers and merchants. We regard Hepsijet and Hepsipay as “strategic assets” and consider HepsiGlobal as a “complementary business” within our operations. Hepsijet See “—Logistics Infrastructure—Last-mile Delivery.” Hepsipay Hepsipay is the flagship company of our financial services operations, which also include Hepsi Finansal, Hepsi Finansman in addition to Hepsipay. Hepsipay acquired its license as an e-money and payment services provider in Türkiye in 2016 to provide a wide range of services to Hepsiburada. We launched Hepsipay Wallet in 2021 as an embedded wallet that enables payments on our platform. Hepsipay Wallet offers customers innovative payment solutions and services such as multi-credit card payment, stored credit cards, prepaid card, charge to mobile phone billing, secure payments, money transfers to other wallet customers, and cashback promotions through our Hepsiburada Premium program. Since its debut, Hepsipay Wallet has continued its penetration within our platform, recording 20.6 million Hepsipay Wallet customers (representing those users who have opened their wallet account by giving the required consent to Hepsipay) as of December 31, 2025. 82 Table of Contents As part of our plans to externalize our services, in May 2023, Hepsipay launched the Hepsipay prepaid card available through the Hepsipay Wallet, targeting also physical retail points in Türkiye. As of December 31, 2025, approximately 2.8 million Hepsipay prepaid cards had been issued through the Hepsiburada mobile app. In January 2024, we launched our consumer finance offering through Hepsi Finansman, in addition to those offered by leading banks already available through our platform. With our own consumer finance company, we believe we leverage the shopping behavior of Hepsiburada customers in our credit decisions and provide a seamless, custom-made user experience to our customers, while extending loans with more favorable payments terms compared to “Buy-Now-Pay-Later”, which we started offering in 2022. Complementary Businesses HepsiGlobal HepsiGlobal was launched in 2020 and designed as an international platform to enable cross-border sales operations. Hepsiburada Global B.V. was incorporated in 2023 in the Netherlands with the goal of facilitating our integration with European payment solutions and marketplaces. Hepsiburada Global Elektronik Hizmetler was established as a subsidiary in Türkiye in 2024 with the goal of facilitating our global expansion activities and cross-border e-commerce operations. In 2023, we initiated a strategic testing phase for our business model in the Azerbaijani market, which was discontinued in 2025. In early 2024, we tested a similar model in Ukraine, which we terminated later in the year as a strategic commercial decision. In 2025, we decided to discontinue the inbound operations of HepsiGlobal due to regulatory changes. Logistics Infrastructure Fulfillment Center Network As of December 31, 2025, our logistics infrastructure comprised a network of 10 principal fulfillment centers operated by D-Market and D-Fast across Türkiye, including our Gebze fulfillment center which is one of the largest dedicated e-commerce operation centers in the region. These principal fulfillment centers encompassed a total area of around 187 thousand square meters as of December 31, 2025. As of December 31, 2025, we have 24 transfer centers which are central to our infrastructure. Our logistics infrastructure serves both our Marketplace and Direct Sales functions. By means of our HepsiLojistik model, we enabled merchants to benefit from our nationwide logistics infrastructure. For merchants selecting the HepsiLojistik model, we provide storage and fulfillment services at our fulfillment centers. The fulfillment process involves the acceptance, storage, picking, consolidation and packaging of ordered products into parcels at our fulfillment centers. With our HepsiLojistik model, merchants deliver their products to one or more of our fulfillment centers to be stored and after a customer orders a merchant’s product, we manage the fulfillment of the product into a parcel. For additional information on our fulfillment center network see Item 4.D. “—Property, Plant and Equipment” below. Last-mile Delivery To complement our logistics infrastructure responsible for delivery and fulfillment, we also provide last-mile delivery services, which is the delivery of the products to their final destination from our fulfillment centers (for Direct Sales and Marketplace operations run on a HepsiLojistik model basis) or from our merchants’ warehouses (for Marketplace operations run on a FBM basis). We also serve external third parties (i.e., parties that are not our merchants or our customers) as a last-mile delivery service (which represented approximately 40.4% of the total volume handled by Hepsijet in 2025). Our last-mile delivery service is based on an asset-light business model where we do not incur substantial capital expenditure but instead benefit from our cross-docks (parcel transfer centers) throughout Türkiye and a crowd-sourced model where we subcontract carriers who use their own vehicles for this service. Hepsijet also subcontracts independent contractors to operate its business on a crowd-sourced basis. 83 Table of Contents As of December 31, 2025, Hepsijet operated in all 81 cities in Türkiye with 258 cross-docks. During 2025, Hepsijet continued its focus on increasing its Marketplace penetration and its average delivery time. Our 4,721 carriers (i.e., motorcycle and truck carriers) as of December 31, 2025 are independent contractors, and we also subcontract additional carriers as necessary through several delivery services providers. Through Hepsijet, we provide a return pick-up service at the customers’ addresses by appointment across the country at no additional fee (subject to certain exceptions). Hepsijet also enables us to offer same-day and next-day delivery by appointment services for an extra delivery fee. In 2022, we registered a new patent for Hepsijet’s multi-vehicle route optimization technology. This solution creates a model according to the priority of the shipments and distance matrix between the delivery and receiving points of the orders. In 2025, we launched our Sunday delivery service. In 2025, we also launched Hepsijet PRO, a business-to-business logistics service which enables companies to transfer their products between their stores and warehouses. Hepsijet also provides a two-man cargo handling service, which we refer to as “Hepsijet XL,” in all 81 cities in Türkiye since February 2022. Hepsijet offers scheduled return pick-up also for such oversized products. PUDO Points (HepsiMat) As part of our delivery services, we have a network of customer collection points (referred to as PUDO points in this annual report or HepsiMat) from which our customers are able to pick up their purchases or, at some of them, drop off their returns. As of December 31, 2025, we had 8,642 HepsiMat points located in all 81 cities in Türkiye. Our HepsiMat points are generally located in parcel drop off service points of other delivery companies, distributor networks of other retailers, and gas stations. Technology Organization and Culture Our business has been driven by technology and data since its inception, and we aim to leverage data and technology to provide the best experience to our users. Our engineering and technology teams focus on security, availability, scalability and performance of our technology infrastructure while preparing new product features across our website and mobile applications. Our technology department is essential to our ability to implement our strategy and maintain our position in the Turkish e-commerce market. As of December 31, 2025, we had 783 employees dedicated to technology operations (646 of which are part of the “Hepsiburada technology” team, with the remaining employees being part of the “Hepsiburada operations” team which partly comprises the Hepsijet technology team). Our technology operations are directly supported by our four state-registered research and development centers in strong cooperation with leading Turkish universities. Technology Infrastructure We rely on two separate and synchronized data centers located in Istanbul and Kocaeli, Türkiye which help ensure operational continuity. We own and operate the server hardware, network, storage devices and backup systems in both data centers. We employ redundancy architectures, outage procedures and data protection practices on all our technology systems. As part of our technology infrastructure, we established an incident management team that monitors, documents and addresses all incidents and alerts across the online platform on a 24/7 basis. In order to maintain capacity management flexibility, we have established access to cloud systems allowing us to utilize cloud services whenever extra capacity is needed. In connection with the operation of our data centers and backup systems, we work directly with the two major internet service providers of Türkiye. We receive data center service from Superonline İletişim Hizmetleri A.Ş. (“Turkcell Superonline”) and Türk Telekomünikasyon A.Ş. (“Türk Telekom”), who together provide over 80% of Türkiye’s internet services. If services were to be disrupted with one of these two providers, we would rely on the other to continue our operations. We entered into a framework agreement with Turkcell Superonline dated May 24, 2021, under which we may from time to time contract for services, such as for necessary infrastructure and devices. We entered into a server hosting service agreement with Türk Telekom dated June 19, 2017, with an indefinite term that we may terminate at any time upon written notice to Türk Telekom. On January 1, 2023, we signed an additional agreement with Türk Telekom and TTNET A.Ş. regarding the provision of server hosting and data center access services. 84 Table of Contents In addition, on December 11, 2025, we entered into a framework agreement for colocation and data center services with Equinix Turkey Data Merkezi Üretim İnşaat Sanayi ve Ticaret A.Ş. (“Equinix”), a global provider of carrier-neutral data center infrastructure. Under this framework agreement, we may from time to time contract for data center space, power, cooling, physical security, and related infrastructure services through individual product orders. These services would support the hosting of our own servers and systems and complement our data center and redundancy strategy. While commercial operations have not yet begun under this framework agreement, we may utilize Equinix’s colocation and data center services in the future. Product Our technology teams develop almost all key functions and features of our online platform with in-house capabilities. From time to time, such teams use selected third-party tools and technologies such as SAP (system application and products in data processing). We design and develop our products with a focus on security, scalability and the ability to provide reliable and uninterrupted services. We continuously enhance our platform by introducing new capabilities powered by data analytics, including search optimization and recommendation systems, to improve user experience and operational effectiveness. Our technology infrastructure’s ability to scale quickly and efficiently has been tested and showed strong performance in peak seasons such as Legendary Friday and unexpected demand shifts such as the COVID-19 pandemic, and provides sufficient scalability for us to direct fulfillment operations among our fulfillment centers in case of a disruption. Cybersecurity For a description of our cybersecurity risk management, strategy, and governance, see Item 16K. “Cybersecurity.” Intellectual Property Our intellectual property, including trademarks, is an important component of our business. We protect our intellectual property rights by relying on a combination of Turkish intellectual property laws and regulations in addition to contractual restrictions that protect our rights in our brands, technology, products and services. We enter into confidentiality and invention assignment agreements with our employees, and require other third parties with whom we do business to maintain the confidentiality of our proprietary information. In addition, we require all customers and merchants with access to our online platform to accept our terms and conditions, which contain specific provisions in connection with protection of intellectual property, and confidentiality. We seek to control access to, and distribution of, our proprietary information in a commercially reasonable manner. We rely on our trademark to protect our brand name and logo, which is used on our online platform, internal and external communications, corporate identity and invoices. Our “hepsiburada” and “hepsiburada.com,” as well as our “hepsiglobal,” “hepsijet,” “hepsipay,” “hepsifinans,” “hepsifinansman,” “hepsiexpress/hepsiburada market,” “hepsimat,” “hepsiad,” “hepsilojistik,” “hepsiburada işortağım” and “hepsifly/hepsiburada seyahat” brands and logos are protected as registered trademarks with the Turkish Patent and Trademark Office (“TPTO”) under various classes and forms, and we own the “hepsiburada.com,” “hepsipay.com.tr,” “hepsipay.com,” “hepsifinansman.com,” “hepsifinans.com,” “hepsijet.com.tr,” “hepsijet.com,” “hepsiad.com,” “hepsilojistik.net,” “hepsiburadaisortagim.com,” “hepsiburadaseyahat.com,” “hepsiexpress.com.tr,” “hepsiexpress.com,” “hepsifly.com.tr,” “hepsifly.com,” “hepsiglobal.com” and “hepsiglobal.com.tr” domain names. To protect our intellectual property rights, we register trademarks that have adjacent orthography or are related to our business operations. As of December 31, 2025, we had 599 registered trademarks with the TPTO (excluding our subsidiaries’ trademarks). In addition, our “Hepsiburada.com” trademark is registered with the TPTO as a well-known trademark providing us with enhanced protection in other business activity classes in Türkiye. If we detect any breach of our intellectual property rights by third parties, in particular breaches related to our trademark, we actively seek to take appropriate protective measures. Along with our existing trademarks and pending trademark filings, certain components of our website and mobile applications, including the design, codes, website and mobile application contents, images, software integrations and interfaces are under copyright protection under Turkish copyright regulations. As of December 31, 2025, we held three patents in Türkiye as D-Market and two patents as Hepsijet. As of the same date, we also had thirteen pending patent applications as D-Market as well as three pending patent applications as Hepsijet. 85 Table of Contents Regulatory Overview Various aspects of our business are subject to Turkish laws and regulations, including the following: (i) The Law on Protection of Personal Data (Law No. 6698) published in the Official Gazette dated April 7, 2016, and numbered 29677 (the “Law on Protection of Personal Data”) is applicable to all of our online services that involve the retrieval of personal data from our users. We are required to retrieve, process, store, and destroy personal data in accordance with the relevant provisions of the Law on Protection of Personal Data. For additional information on the impact on our business of the Law on Protection of Personal Data, and of similar laws in other jurisdictions, see Item 3.D. “Key Information—Risk Factors—Risks Relating to our Business and Industry—Unauthorized disclosure of sensitive or confidential customer information or our failure, or the perception by our users that we failed, to comply with privacy laws or properly address privacy concerns could harm our business and reputation with customers, merchants and suppliers.” An amendment adopted on March 12, 2024, changed the provisions regarding data transfers abroad (abolishing the option to rely solely on explicit consent, subject to some exceptions) and processing of sensitive personal data. All data controllers had to comply with the changes as of June 1, 2024, except with respect to the amendment regarding transfers of personal data abroad, which came into effect on September 1, 2024. Regarding the transfer of personal data abroad, the Personal Data Protection Board (the “PDP Board”) was granted the authority to issue adequacy decisions for sectors or international organizations. Additionally, data transfers were made possible through binding corporate rules or standard contracts depending on the situation. The notification period for standard contracts to the Authority was set at five business days, with administrative fines introduced for non-compliance. The same amendment also includes changes regarding sensitive personal data. The new amendments provide several legal grounds for processing sensitive personal data in addition to obtaining explicit consent. (ii) The Law on Protection of Consumers (Law No. 6502) published in the Official Gazette dated November 28, 2013, and numbered 28835 (the “Law on Protection of Consumers”) is applicable to all of our online services to the extent our users qualify as consumers under Turkish law. We are required to protect our users’ rights in accordance with the relevant provisions of the Law on Protection of Consumers, which regulates consumer rights (which were expanded with the amendments to the Law on Protection of Consumers that were published in the Official Gazette dated April 1, 2022), from delivery of products or services, to the establishment of contractual agreements. Pursuant to the Law on Protection of Consumers, consumer disputes can be raised at a consumer arbitral tribunal, at a provincial consumer arbitral tribunal or at a consumer court, depending on the amount at issue in the dispute. (iii) The Regulation of Broadcasts via Internet and Combating Crimes Committed by Means of Such Publications (Law No. 5651) published in the Official Gazette dated May 4, 2007, and numbered 26530 (the “Law on Internet Crimes”) is applicable to all of our online services. As a “hosting services provider” as well as “content provider” for our Direct Sales under the Law on Internet Crimes, we are required to comply with the relevant provisions in relation to illegal content that might be posted on our online platform and notification requirements envisaged under the Law on Internet Crimes and its secondary legislation. The Information and Communication Technologies Authority of Türkiye (“ICTA”) oversees implementation of the Law on Internet Crimes. (iv) The Law on Regulation of E-Commerce (Law No. 6563) published in the Official Gazette dated November 5, 2014, and numbered 29166 (the “E-Commerce Law”) is applicable to all of our online services to the extent we provide commercial services to our users through our online platform. We are classified as an “electronic commerce intermediary service provider” and “electronic commerce service provider” according to the E-Commerce Law, subjecting us to various obligations, including in relation to notifications, commercial communications, and other e-communications envisaged under the E-Commerce Law. On July 1, 2022, the Turkish Parliament approved an amendment to the E-Commerce Law with the aim of preventing unfair competition, a harmful competitive environment, and monopolistic commercial practices in the Turkish e-commerce market. The amendments were announced in the Official Gazette on July 7, 2022. The E-Commerce Law was further amended on October 30, 2024. The Regulation on Electronic Commerce Intermediary Service Providers and Electronic Commerce Service Providers (“E-Commerce Regulation”) was announced in the Official Gazette numbered 32058 on December 29, 2022. The E-Commerce Regulation has replaced the Regulation on Service Providers and Intermediary Service Providers in E-Commerce published in the Official Gazette dated August 26, 2015, and numbered 29457. The E-Commerce Regulation was further amended on March 8, 2025. We are required to comply with various provisions under the E-Commerce Law and E-Commerce Regulation and may face administrative fines which varies based on the nature of the non-compliance. See Item 3.D. “Key Information—Risk Factors—Risks Relating to Türkiye—Internet and e-commerce regulation in Türkiye is recent, has undergone changes since its inception and is subject to further development.” 86 Table of Contents The provisions of the amendments of both the E-Commerce Law and the E-Commerce Regulation, which may apply to us acting as an electronic commerce intermediary service provider, include but are not limited to the following: ● In the E-Commerce Law, electronic commerce intermediary service providers are classified according to their net transaction volumes referring to the sum of the values of final invoices or invoice substitute documents (excluding cancellations and returns) that must be issued for the contracts made and orders placed in a certain period through the electronic commerce marketplaces where electronic commerce intermediary service provider provides intermediary services, or, for electronic commerce service providers, its own electronic commerce environments that do not qualify as electronic commerce marketplaces. Hepsiburada’s Net Transaction Volume in 2025 was below the TRY 237,542.9 million threshold. ● For all electronic commerce intermediary service providers: o a requirement to provide certain information regarding electronic commerce service providers and transaction methods on the marketplace’s homepage, to verify this information and to ensure that this information is up to date, with certain exceptions; o a prohibition against unfair commercial practices in electronic commerce. In addition, Article 11(6) of the E-Commerce Regulation lists additional practices which would only constitute unfair commercial practices for large and very large-scale electronic commerce intermediary service providers (as defined in the E-Commerce Regulation); o a ban on the sale of goods which bear the trademark of itself (electronic commerce intermediary service provider) or the persons with whom it has economic integrity; o an administrative fine and a ban on marketing and promotion activities in online search engines by using the registered trademarks constituting the main element of the domain name of an electronic commerce service provider, without its consent; and o a requirement to include mandatory elements of intermediation contracts concluded between electronic commerce intermediary service providers and electronic commerce service providers. The E-Commerce Regulation, which was most recently amended effective March 8, 2025, provides for additional mandatory elements for the intermediation contracts of medium, large and very large-scale electronic commerce intermediary service providers (as defined in the E-Commerce Regulation). In the future, in case of further amendments to these provisions or the emergence of certain common practices in the market as a result of application of these provisions or due to the decisions of judicial or regulatory authorities regarding these regulations or their interpretation, we may need to adjust our operations. ● Furthermore, a new obligation was introduced for electronic commerce intermediary service providers operating in Türkiye whose Net Transaction Volume is over TRY 79,181.0 million in a calendar year and the number of transactions (excluding cancellations and returns) is over one hundred thousand, to obtain and annually renew an e-commerce license upon payment of a license fee. The effective license fee will be calculated based on a graduated rate of a company’s Net Transaction Volume derived from within Türkiye for the prior calendar year such that the effective license fee applied would be the sum of progressively higher proportions of the electronic commerce intermediary service provider’s Net Transaction Volume exceeding the thresholds specified in the E-Commerce Law. For example, where the Net Transaction Volume is between TRY 79,181.0 million and TRY 158,361.9 million, the license fee is calculated as the three per ten thousand of the amount exceeding TRY 79,181.0 million. In case Net Transaction Volume is between TRY 158,361.9 million and TRY 237,542.9 million, the license fee is the sum of the above amount, plus five per thousand of the part exceeding TRY 158,361.9 million. Article 9 of the Law On Amendments To The Law On Consumer Protection And Certain Other Laws published on October 30, 2024 stipulates that certain specified sales and expenditures may be deducted from the Net Transaction Volume used as the basis for calculating license fees, up to multiples of such amounts decreasing annually from four times in 2024 to three times in 2025 and to two times from 2026 onwards. 87 Table of Contents To benefit from this provision, the Net Transaction Volume of the electronic commerce intermediary service providers must not exceed 20% of the electronic commerce volume calculated by the Turkish Ministry of Trade using data from the Electronic Commerce Information System (ETBIS). This provision went into effect on January 1, 2025. We paid a license fee in the amount of TRY 211.2 million on March 25, 2026. ● For electronic commerce intermediary service providers whose Net Transaction Volume in a calendar year is above TRY 79,181.0 million: (in addition to the restrictions above) a prohibition on providing accessibility between their own electronic commerce environments and promoting each other in these environments, restrictions on data usage and sharing, an obligation to notify share transfers and an obligation to submit an independent audit report and a regulatory compliance report to the Turkish Ministry of Trade. ● For electronic commerce intermediary service providers whose Net Transaction Volume in a calendar year is above TRY 237,542.9 million and the number of transactions excluding cancellations and returns is above one hundred thousand: (in addition to the restrictions above) limits on the total amount of advertising and marketing expenditures and customer discounts. ● For electronic commerce intermediary service providers whose Net Transaction Volume in a calendar year is above TRY 475,085.8 million and the number of transactions excluding cancellations and returns is above one hundred thousand: (in addition to the restrictions above) restrictions from engaging in certain business operations, such as payments and financial services. The restrictions also limit specified listing (announcement) activities within its platform and the provision of last-mile delivery (postal and transport) services to third parties. ● We are not subject to all of the above-listed obligations, as the E-Commerce Law and the E-Commerce Regulation provide for different obligations depending on the annual Net Transaction Volume and number of transactions pertaining to electronic commerce intermediary service providers and electronic commerce service providers. The monetary thresholds in Additional Article 2, Additional Article 3 and Additional Article 4 of the E-Commerce Law (including the monetary thresholds for annual Net Transaction Volumes) were increased most recently by the Turkish Ministry of Trade on February 27, 2026. Depending on our annual Net Transaction Volume and number of transactions, the scope of our obligations under the E-Commerce Law and the E-Commerce Regulation may be subject to change. Current thresholds are listed as below: ​ Article Subject 2026 Threshold Additional Article 2(2) Data usage and sharing, Accessibility between e-commerce environments, Share transfer notifications, Independent audit report, Regulatory compliance report (electronic commerce intermediary service providers) TRY 79,181.0 million Additional Article 2(3) Advertisement Budget, Discount Budget, Prohibition of restriction on the commercial relations, advertisement through alternative channels for the electronic commerce service provider (electronic commerce intermediary service providers) TRY 237,542.9 million Additional Article 2(4) Payment Services, Postal and Transport Services, Listing and Announcement Services (electronic commerce intermediary service providers) TRY 475,085.8 million Additional Article 4(1) Minimum net transaction volume for e-commerce license obligation TRY 79,181.0 million 88 Table of Contents Article Subject 2026 Threshold Additional Article 4(3)(a) Net transaction volume to which a marginal rate of 0.03% will be applied for the calculation of e-commerce license fee TRY 79,181.0 million – TRY 158,361.9 million Additional Article 4(3)(b) In addition to the above amount, net transaction volume to which a marginal rate of 0.5% will be applied for the amount exceeding the above threshold for the calculation of e-commerce license fee TRY 158,361.9 million – TRY 237,542.9 million Additional Article 4(3)(c) In addition to the above amounts, net transaction volume to which a marginal rate of 1% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 237,542.9 million – TRY 316,723.9 million Additional Article 4(3)(c) In addition to the above amounts, net transaction volume to which a marginal rate of 5% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 316,723.9 million – TRY 395,904.9 million Additional Article 4(3)(d) In addition to the above amounts, net transaction volume to which a marginal rate of 10% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 395,904.9 million – TRY 435,495.4 million Additional Article 4(3)(e) In addition to the above amounts, net transaction volume to which a marginal rate of 15% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 435,495.4 million – TRY 475,085.8 million Additional Article 4(3)(f) In addition to the above amounts, net transaction volume to which a marginal rate of 20% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 475,085.8 million – TRY 514,676.3 million Additional Article 4(3)(g) In addition to the above amounts, net transaction volume over which a marginal rate of 25% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 514,676.3 million ​ Acting as an electronic commerce service provider through Direct Sales on our online platform, we are also required to comply with the obligations provided for electronic commerce service providers under the E-Commerce Law and the E-Commerce Regulation. Service provider refers to natural or legal persons engaged in electronic commerce activities; whereas intermediary service provider refers to natural and legal persons that provide an electronic commerce environment for the economic and commercial activities of others. Accordingly, merchants on our online platform qualify as service providers. We are also liable as a “content provider” for the content made available through our Direct Sales under the Law on Internet Crimes. Content provider refers to natural or legal persons who produce, modify and provide all kinds of information or data offered to users over the internet. 89 Table of Contents According to the Law on Internet Crimes and the E-Commerce Law, we, as a hosting service provider and as intermediary service provider, respectively, have no liability in relation to the content listed by third parties or any illegality related to goods listed or services provided by such third parties on our platform, unless we receive a notification of the unlawful or illegal content and do not take any action (including removing unlawful content). If we receive a complaint from a third-party intellectual property right owner related to an illegal activity and/or content (including intellectual property infringement or sale of counterfeit product), on condition that the third-party intellectual property right owner submits all the mandatory information and documents as detailed in Article 12 of the E-Commerce Regulation, we remove the product/products subject to the complaint within 48 hours, and then we inform the third-party intellectual property right owner and seller of the product with explanations about the seller’s right to object. If the seller objects by submitting the documents and information specified in the E-Commerce Law in full, and it is clearly understood from the information and documents that the seller is right in his/her objection, we re-publish the product for sale within 24 hours and we inform the third-party intellectual property right owner and the seller. We may also unilaterally suspend a merchant’s account or terminate a merchant’s agreement if we receive a claim and detect that such merchant has engaged in unlawful or illegal activity or posted unlawful or illegal content (including by infringing third-party intellectual property rights or selling counterfeit products). From a control perspective, reports received through the Hepsiburada Ethics Hotline and other internal reporting channels are subject to a preliminary assessment, referral to relevant departments, and formal investigation when deemed necessary. The Ethics Hotline is accessible to employees, customers, and merchants, and is prominently featured on the platform. It is managed by the Internal Fraud function. The Compliance function conducts ongoing regulatory compliance monitoring and suspicious transaction surveillance in relation to merchants. Risk-based merchant monitoring is conducted using customer complaints, product reviews, suspicious transaction analytics, and chargeback and fraud indicators. Additionally, the Fraud and Chargeback Control team proactively reviews order data and escalates potentially suspicious merchant activities to relevant stakeholders. See “—Marketplace—Merchants,” Item 3.D. “Key Information—Risk Factors—Legal and Regulatory Risks—We may be impacted by fraudulent or unlawful activities of merchants, which could have a material adverse effect on our reputation and business and may result in civil or criminal liability” and Item 3.D. “Key Information—Risk Factors—Risks Relating to Our Business and Industry—We operate platforms that include third parties over whose actions we have only partial control.” See also Item 3.D. “Key Information—Risk Factors—Risks Relating to Türkiye—Internet and e-commerce regulation in Türkiye is recent, has undergone changes since its inception and is subject to further development.” (v) The Regulation Amending the Regulation on Measures to Prevent Laundering of Proceeds of Crime and Financing of Terrorism (Decree No: 9305), the Regulation Amending the Regulation on the Compliance Program Regarding Obligations to Prevent Laundering of Proceeds of Crime and Financing of Terrorism, and the Communiqué Amending the General Communiqué of the Financial Crimes Investigation Board (Serial No: 5) (Serial No: 26), published by MASAK in the Official Gazette dated December 25, 2024, include provisions regarding electronic commerce intermediary service providers. Following these amendments, medium, large, or very large-scale electronic commerce intermediary service providers carrying out transactions with electronic commerce service providers have become subject to Law No. 5549 on Prevention of Laundering Proceeds of Crime and its secondary regulations, without any transaction limit. As a result, electronic commerce intermediary service providers are required to verify the identity of electronic commerce service providers in accordance with the provisions set forth in this legislation. Furthermore, the Company is required to appoint a compliance officer. Failure to comply with these regulations may result in an administrative fine of TRY 226,671 for each unverified electronic commerce service provider and approximately TRY 3.8 million in case of non-appointment of a compliance officer. The Company appointed a Compliance Officer and Deputy Compliance Officer on January 24, 2025. We have initiated an internal program to ensure that the identity verification processes for our existing electronic commerce service providers, as well as newly acquired clients, are conducted in full compliance with the relevant regulatory requirements. (vi) The Regulation on Commercial Communication and Commercial Electronic Communications published in the Official Gazette dated July 15, 2015, and numbered 29417 (the “Regulation on Commercial Communication”) is applicable to all our online services. We are subject to various obligations in relation to notifications, commercial communications, complaints, and e-mails under the Regulation on Commercial Communication. (vii) The Regulation on Distance Contracts published in the Official Gazette dated November 27, 2014, and numbered 29188 (the “Regulation on Distance Contracts”) is applicable to our operations to the extent we execute distance contracts with our users (that are defined as consumers under Turkish law) while we are providing services. We are required to comply with various obligations under the Regulation on Distance Contracts. With the Regulation on the Amendment of the Distance Sales Contracts’ Regulation published in the Official Gazette on August 23, 2022 that entered into force on October 1, 2022, obligations of intermediary service providers have been extended, in particular with respect to provision of information to consumers and authorities. In addition, inter alia, the following amendments were made to be effective as of January 1, 2026 (originally stated as of January 1, 2024, with an initial extension to January 1, 2025). 90 Table of Contents ● In case the consumer exercises the right of withdrawal, return costs can be charged to the consumer provided that it is included in the distance sales contract, except in cases where consumers return defective products as defined in the Regulation on Distance Contracts. ● The exceptions to exercise the right of withdrawal are expanded and it is stated that the consumer cannot exercise his/her withdrawal right for the following products purchased and/or contracts executed: ● Movables and drones that are required to be registered with the Traffic Registry, ● Mobile phones, smart watches, tablets and computers, ● Contracts concluded by public auction in the form of a live auction, and ● Products of which the installation and configuration are fulfilled by the seller or authorized technical service in accordance with the user manuals. Notwithstanding the foregoing, pursuant to the Regulation on the Amendment of the Regulation on Distance Contracts published in the Official Gazette dated May 24, 2025, it was resolved that, effective as of January 1, 2026, the provisions allowing (i) return costs to be charged to the consumer and (ii) mobile phones, smart watches, tablets and computers to be included within the scope of exceptions to the right of withdrawal were repealed before entering into force. As a result, the remaining amendments set out above entered into force as of January 1, 2026. The Turkish Ministry of Trade is the competent authority for imposing fines on service providers and intermediary service providers under the E-Commerce Law, Regulation on Commercial Communication, E-Commerce Regulation and the Regulation on Distance Contracts. (viii) With the amendment made to the Income Tax Law No. 193 in accordance with the “Law on Amendments to Tax Laws and Certain Laws and the Decree Law No. 375” published on August 2, 2024, as of January 1, 2025, the Company is obliged to deduct withholding tax on behalf of merchants selling through our platforms, as an offset to the income taxes payable by such merchants, due to the Company’s role as an intermediary service provider, as defined in the E-Commerce Law. In this regard, on December 22, 2024, a Presidential Decision numbered 9284 was published in the Official Gazette which set the rate of withholding tax payable by such merchants at 1%, commencing on January 1, 2025. In addition, (a) Hepsijet carries out its activities under the licenses issued by the Turkish Information Technologies Authority and the Ministry of Transportation, and is under the regulatory oversight of such governmental authorities; (b) Hepsipay carries out its activities under the license issued by the Turkish Banking Regulation and Supervision Agency, and is under the regulatory oversight of Central Bank, which published the Payment Services Regulation and the Payment Services Communiqué in December 2021. The Payment Services Regulation and the Payment Services Communiqué required Hepsipay to comply with certain minimum levels of collateral, equity and diligence by September 30, 2023 (following a number of extensions to the original deadline). Moreover, on October 7, 2023, the Central Bank introduced certain amendments to the Payment Services Regulation within key areas, including, among others, digital wallets, payment service providers, e-money issuers, card-based payment instruments, the scope of Central Bank permissions for share transfers, and the protection of payment funds. Notably, the amendments impose new requirements on payment service providers such as Hepsipay to obtain certain licenses and authorizations for their activities, including an operating license for providers offering digital wallet services and an authorization for digital wallet service providers involved in transferring funds to issue electronic money. These new statutory permits were initially due to be obtained from the Central Bank by October 7, 2024 and the Central Bank has extended the deadline until December 31, 2025. Hepsipay obtained the necessary licence permits for its digital wallet services pursuant to the Central Bank Decision No.11765/21364 dated 27 December 2024, which was published in the Official Gazette on January 10, 2025. 91 Table of Contents Further, on January 27, 2024, the Official Gazette published the Communiqué on the Redetermination of Minimum Equity Amounts for Payment and Electronic Money Institutions, revising the minimum equity amounts for payment and electronic money institutions set forth in the Payment Services Regulation. Payment and electronic money institutions were mandated to adhere to the updated minimum equity requirements by June 30, 2024, when the communiqué came into effect. Following this date, Hepsipay inadvertently had a 54-day period in which its capital level was below the minimum regulatory thresholds of TRY 55 million. Hepsipay raised its capital to above the minimum regulatory threshold as soon as information regarding this breach was discovered, but in line with regulatory requirements, the infringement was reported to the Central Bank. Although Hepsipay has never intentionally had insufficient capital and its shareholder increased such capital to comply with regulations at the first instance such requirement was apparent, this may still result in a fine. The Central Bank may in its discretion impose an administrative fine on Hepsipay ranging from TRY 209,984 to TRY 4,724,676 for the year 2024 for this infringement. Except as set forth above, Hepsipay believes it has complied with its obligations under the communiqué as of the date of this annual report. The aforementioned minimum equity amounts for payment and electronic money institutions were further revised pursuant to the Communiqué on the Redetermination of Minimum Equity Amounts for Payments and Electronic Money Institutions, dated January 31, 2026. Accordingly, the minimum regulatory equity requirement applicable to Hepsipay was set at TRY 105 million, which is met by Hepsipay as of the date of this report. Within the scope of the Communiqué on the Management and Supervision of IT Systems of Payment Institutions and Electronic Money Institutions, regular independent audit is required to be performed every two years. As a result of the independent audit conducted during April 2024, the Central Bank notified the Company that it had identified seven instances of non-compliance by the Company with the Communiqué on the Management and Supervision of IT Systems of Payment Institutions and Electronic Money Institutions, relating to asset management, outsource management and software change management processes. The Central Bank requested that the Company provide a written response, including an action plan to remedy the identified instances of non-compliance within one month. The Central Bank imposed an administrative fine in the amount of TRY 1,060,128 on the Company for these breaches. The administrative fine was paid in the total amount of TRY 795,096 by benefiting from the 25% early payment discount applied. See Item 3.D. “Key Information—Risk Factors–Legal and Regulatory Risks—We are subject to laws and government regulations applicable to payment services and consumer finance businesses, and changes to these laws or any actual or perceived failure by us to comply with such laws and regulations could materially and adversely affect our business, financial condition, results of operations or cash flows”; (c) Prior to its discontinuance in March 2024, Hepsiburada Seyahat carried out its activities under the license issued by the Turkish Ministry of Culture and Tourism, and was under the regulatory oversight of such governmental authority. Hepsiburada Seyahat’s license remains in effect although no operations are ongoing; (d) HepsiGlobal is subject to consumer protection regulations as well as relevant customs regulations: ● for inbound and outbound operations in Türkiye, Turkish customs regulations are applied, including August 2024 amendments that reduced the value limit, from €150 to €30, for simplified processing of imported consumer goods sent to individuals by mail or express courier and raised the applicable Single and Fixed Duty for such goods, from 20% to 30% for goods imported from the EU and from 30% to 60% for goods imported from non-EU countries. Although the €30 limit has since been repealed, the increased duties prompted us to downsize our HepsiGlobal operations and the introduction of any similar customs restrictions in the future may hinder the growth of some of our operations, and ● for operations in other markets, applicable customs and VAT regulations of the relevant country will be applicable; and (e) Hepsi Finansman carries out its activities under the permission by the Turkish Banking Regulation and Supervision Agency, and is under the regulatory oversight of such governmental authorities. Accordingly, Hepsipay, Hepsi Finansman, Hepsijet, HepsiGlobal and Hepsiburada Seyahat are under an obligation to comply with the regulations issued by the abovementioned authorities as well as the Law on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions No: 6493 (Hepsipay), Highway Transportation Law No. 4925 and Law on Postal Services No: 6475 (Hepsijet), and Law on Travel Agencies and the Association of Travel Agencies No: 1618 (Hepsiburada Seyahat) and Law On Financial Leasing, Factoring, Financing and Saving Financing Companies No: 6361- (Hepsi Finansman). Hepsiburada, HepsiPay, Hepsi Finansman, and Hepsijet are also subject to the Turkish Financial Crimes Investigation Board (MASAK) rules and regulations. 92 Table of Contents Failure to comply with regulations may result in the limitation, suspension or termination of services and/or the imposition of civil and criminal penalties, including fines. In addition, as we conduct our business operations through a hosting provider certificate (yer sağlayıcılığı faaliyet belgesi) issued by the ICTA which grants us the right to provide content and services in our online platform, failure to comply with the applicable provisions may result in the suspension of our internet access services upon a decision of ICTA. See also Item 3.D. “Key Information—Risk Factors—Legal and Regulatory Risks—We are subject to extensive laws and government regulations across our business, and changes to these laws or any actual or perceived failure by us to comply with such laws and regulations could materially and adversely affect our business, financial condition, results of operations or cash flows.” C. Organizational Structure We are a joint stock company incorporated under the laws of Türkiye. Since January 29, 2025, we are controlled by Kaspi.kz. See Item 7.A “Major Shareholders and Related Party Transactions—Major Shareholders.” Our operating subsidiaries include D Ödeme Elektronik Para ve Ödeme Hizmetleri A.Ş. (“D-Ödeme”), D Fast Dağıtım Hizmetleri ve Lojistik A.Ş. (“D-Fast”), Hepsi Finansal Danışmanlık A.Ş. (“Hepsi Finansal”), Hepsiburada Global B.V. and Hepsiburada Global Elektronik Hizmetler Ticaret ve Pazarlama A.Ş., all of which are wholly owned by us. With the exception of Hepsiburada Global B.V., which is incorporated in the Netherlands, all of our subsidiaries are incorporated in Türkiye. Upon completion of the acquisition of 100% of the equity of Hepsi Finansman A.Ş. (“Hepsi Finansman”) by Hepsi Finansal in 2022, Hepsi Finansman became our indirect wholly owned subsidiary. D-Ödeme D-Ödeme was founded on June 4, 2015 and operates as a payment services provider offering payment gateway and e-money services, mainly to e-commerce companies, insurance brokers and tourism companies. D-Ödeme obtained its operational licence from the BRSA on February 20, 2016. D-Ödeme commenced its first payment service transaction on June 15, 2016. We have developed our payment tool, Hepsipay, through D-Ödeme. D-Fast D-Fast was founded on February 26, 2016, and operates as a cargo and logistic firm which provides last mile delivery services to the customers of Hepsiburada and other companies. D-Fast is the operating company for our last-mile delivery service business, Hepsijet. Hepsi Finansal Hepsi Finansal was incorporated on December 1, 2021, and is the parent company of Hepsi Finansman, which was acquired in February 2022. Hepsi Finansman Hepsi Finansman (formerly known as Doruk Finansman) was founded on April 24, 2006, and obtained its operational license from the BRSA in 2008. Following the Company’s acquisition of Doruk Finansman in February 2022, the company name was changed to Hepsi Finansman in January 2023. Hepsi Finansman operates as a consumer financing company in Türkiye. Hepsiburada Global B.V. Hepsiburada Global B.V. was incorporated on July 28, 2023, in the Netherlands with an aggregate issued share capital of €1 million, with the goal of facilitating Hepsiburada’s integration with European payment solutions and marketplaces. Hepsiburada Global Elektronik Hizmetler Ticaret ve Pazarlama A.Ş. On March 29, 2024, Hepsiburada established a wholly owned subsidiary in Türkiye under the trade name Hepsiburada Global Elektronik Hizmetler Ticaret ve Pazarlama A.Ş. (“Hepsiburada Global Elektronik Hizmetler”). The aggregate issued share capital of Hepsiburada Global Elektronik Hizmetler is TRY 10.05 million, which was paid in full as of January 2025. Hepsiburada Global Elektronik Hizmetler was incorporated to facilitate our global expansion activities and cross-border e-commerce operations. 93 Table of Contents Pursuant to the general assembly meeting dated December 23, 2025, which was registered and announced in the trade registry on December 30, 2025, it was resolved that Hepsiburada Global Elektronik Hizmetler shall enter into liquidation for the purpose of its termination and closing. In the course of the liquidation process, three separate creditor call announcements must be published in the Turkish Trade Registry Gazette, each at one-week intervals. Following the completion of the three-month period as of the date of the final announcement, a final general assembly meeting must be convened to determine that the liquidation has been completed and to resolve on the deregistration of Hepsiburada Global Elektronik Hizmetler from the trade registry. Upon completion of the liquidation, Hepsiburada Global Elektronik Hizmetler will be closed and removed from the trade registry. D. Property, Plant and Equipment Our principal office is located at Kuştepe Mah. Mecidiyeköy Yolu Cad. Kule 2 Kat:2 No:12 34387 Şişli/Istanbul and is leased. In 2022, we leased a three-floor office space at Meclis Mah, Boğazici Cad, Seheryeli Sk, No:1, Karsan Plaza Sancaktepe/Istanbul under a sub-lease agreement dated October 1, 2022, with D-Fast for a four-year term. This location is our second R&D center, where the majority of our technology team is located. D-Market and D-Fast lease and operate a network of principal fulfillment centers across Türkiye with a total footprint of approximately 187 thousand square meters as of December 31, 2025. The following table provides an overview of these principal fulfillment centers: ​ ​ ​ ​ ​ ​ ​ ​ Approximate size of total area as of ​ ​ December 31, 2025 ​ ​ ​ ​ (in square meters) Gebze/Kocaeli(1) ​ 85,045 Düzce(2) ​ 23,512 İzmir(3) ​ 15,400 Adana(4) ​ 12,644 Tuzla/Istanbul(5) ​ 12,000 Ankara(6) ​ 11,500 İzmir(7) ​ 9,874 Ankara(8) ​ 7,630 Erzurum(9) ​ 5,000 Diyarbakır(10) ​ 4,316 Total 186,921 (1) D-Market operates the Gebze/Kocaeli fulfillment center under a lease agreement dated April 2014 (as amended in September 2015, February 2022, and August 2022) with Megeye Lojistik Anonim Şirketi for a ten-year extendable term from May 2015. A new Additional Protocol was signed by the parties on January 17, 2025, with effect from January 1, 2025, to extend the agreement under a new rental fee, and the lessor agreed to waive the related lawsuit for the judicial redetermination of the rent which was pending before the Civil Court of Istanbul. (2) D-Market operates the Düzce fulfillment center under a lease agreement dated January 1, 2025, with Emrenes Orman Ürünleri Sanayi ve Ticaret Ltd. Şti. for a three-year term, which is automatically renewed for successive additional one-year terms and which D-Market can terminate unilaterally at any time with 30 days’ prior written notice. (3) In 2024, D-Market decided to terminate the lease agreement with Üstünkarlı Makine A.Ş. dated August 28, 2020, under which it operated a fulfillment center in Izmir. Following the termination, D-Market entered into a new lease agreement with Üstünkarlı Makine A.Ş., dated June 1, 2024, to rent the same fulfillment center space under newly agreed terms. 94 Table of Contents (4) D-Market operated the Adana fulfillment center under a lease agreement dated August 31, 2020 (as amended in April 2022), with Emrenes Orman Ürünleri Sanayi ve Ticaret Ltd. Şti for a five-year term, which it could terminate at any time with 60 days’ notice (although D-Market agreed to operate the warehouse as lessee for a minimum five-year term) and was automatically renewable for successive one-year terms. However, in connection with the cessation of its operations at the Adana fulfillment center, D-Market transferred all of its rights and obligations under the lease agreement with Emrenes Orman Ürünleri Sanayi ve Ticaret Ltd. Şti. to D-Fast effective as of September 1, 2025. As a result of this transfer, D-Market ceased to be a party to the lease agreement as of such date. (5) D-Market previously operated approximately 12 thousand square meters of fulfillment center space in Tuzla/Istanbul under a lease agreement dated October 2021 with an individual landlord for a three-year term, which was automatically renewable for successive one-year periods. In line with D-Market’s operational optimization and capacity planning, D-Market entered into a termination protocol with the landlord and vacated and returned the premises to the landlord in February 2026, as this facility was no longer required for its operations. The termination of this lease has not had a material adverse effect on our operations. (6) D-Market leases the Ankara fulfillment center under a lease agreement dated August 10, 2020 (effective as of September 1, 2020), with A. Vedat Yakupoğlu Gayrimenkul Yatırımcılığı for a five-year term, which is automatically renewed for successive additional one-year terms and which it can terminate unilaterally with three months’ written notice. However, D-Market subleased the Ankara fulfillment center to D-Fast effective as of May 25, 2025. D-Market remains the lease counterparty but as of the date of this annual report, only D-Fast, as subtenant, conducts operations at this facility. (7) D-Market operates a second fulfillment center in İzmir pursuant to a lease agreement dated September 1, 2024, with two individual landlords (acting collectively). This agreement provides for a three-year lease term, which D-Market may terminate without penalty at any time with 30 days’ prior written notice. (8) D-Market leases a fulfillment warehouse in Ankara under a lease agreement dated March 1, 2023, with Doğruer Uluslararası Nakliye ve Dış Ticaret A.Ş. for a five-year term which is automatically renewed for successive additional one-year terms and which D-Market can terminate unilaterally with three months’ written notice. However, D-Market subleased the Ankara fulfillment warehouse property to D-Fast effective as of July 25, 2025. D-Market remains the lease counterparty but as of the date of this annual report, only D-Fast, as subtenant, conducts operations at this facility. (9) D-Fast operates the Erzurum fulfillment center under a lease agreement dated January 1, 2023 with Tercan Karhanlar Otomotiv Gıda Turizm İnşaat Taahhüt Petrol Ürünleri Ticaret Sanayi Limited Şirtketi for a five-year term with a three-year extension period, automatically renewable for successive one-year terms, which D-Fast can terminate with 30 days’ notice. (10) D-Market leases the Diyarbakır fulfillment center under a lease agreement dated August 18, 2020, with a two-year term, which is automatically renewed for successive one-year terms unless D-Market terminates with one month’s notice. However, D-Market subleased the Diyarbakır fulfillment center to D-Fast effective as of August 24, 2024. D-Market remains the lease counterparty but as of the date of this annual report, only D-Fast, as subtenant, conducts operations at this facility. D-Fast leases further space under various branch or transfer center agreements, which are not material to the Company. We own the warehouse equipment used in our leased fulfillment centers, such as mezzanines, sorting machines and conveyor lines. We also own the computer equipment and hardware that we use in our warehouses, used to automate fulfillment and sorting processes, as well as the computer equipment and hardware in our call centers and offices. As of December 31, 2025, we also had 281 owned and 386 leased vehicles, used for operational purposes and provided as benefits to a number of our employees. ​