The Chairman Who Sold Out, Then Stayed Chairman

Cosmos Yatırım Holding A.Ş. went public on Borsa Istanbul today, August 3, 2026. It is a freshly listed engineering and construction holding company in Turkey, trading under the ticker COSMO. And four months before the IPO, the chairman of the board sold 82 percent of his stake to a private buyer and stayed in his seat.

Formally, board quorum is maintained. That is true, and it is also the least interesting thing about this.

The basic point is simple. The person who sat at the head of the table before retail investors were invited in cut his ownership from 33.44 percent to 6.11 percent, and then stayed chairman. The formal label - board quorum preserved - sounds like comfort. The economic reality is an alignment question that the label does not answer.

Here is the plumbing. On March 27, 2026, Cosmos Yatırım Holding's then-chairman Ömer Ünsalan transferred shares with a nominal value of 1,890,600 TL to Abdulkadir Memduhoğlu at a price of 194.30 TL per share. The deal was disclosed through Turkey's public disclosure platform (KAP) on March 30. Ünsalan's ownership fell from 33.44 percent to 6.11 percent. Memduhoğlu stepped into the largest shareholder slot at 27.33 percent.

That is an 82 percent reduction in the chairman's stake, executed in a single transfer, with the company still privately held. Four months later, the company launches its IPO. Ünsalan remains listed as chairman of a five-member board. The company has five directors, so quorum (a majority, or three) is technically satisfied whether Ünsalan stays or leaves. The quorum point is procedural trivia.

What matters is the gap between the governance label and the incentive structure. A chairman who owns a third of a company before going public is deeply aligned with other shareholders. A chairman who owns 6 percent is still skin in the game, but a much thinner slice. The difference between 33 percent and 6 percent is not cosmetic - it changes how much of every lira of upside or downside flows to the person setting the governance tone.

The simplest model is: who was sitting in the room when the IPO was being planned, and what was their ownership trajectory at that moment? Ünsalan's stake was shrinking while the public offering was presumably being structured. That does not prove anything dishonest - insiders reduce stakes before IPOs all the time, for liquidity, diversification, or estate-planning reasons. But it does shift the alignment picture, and the formal quorum point does not address it.

The buyer matters too. Abdulkadir Memduhoğlu, now the largest shareholder at 27.33 percent, is not a disclosed institutional fund or a familiar market name in the available filings. He is an individual investor who received the bulk of Ünsalan's stake in a private transfer. The other disclosed shareholder of note is Özgür Kaya, who holds 6.79 percent. Nearly 60 percent of the company belongs to "other" shareholders, which in a holding company of this size usually means a dispersed retail base or smaller institutional positions.

So the post-IPO ownership map is: one large private holder at 27 percent, the chairman at 6.11 percent and another disclosed shareholder, Özgür Kaya, at 6.79 percent, and roughly 60 percent held by a broad group of others. The chairman is now a minority stakeholder who also holds the title. The governance quorum is fine. The alignment has shifted.

Cosmos Yatırım Holding itself controls stakes in engineering, construction, and automation subsidiaries - Cosmos Mühendislik (60 percent), Mekatronik Yapı Taahhüt (51 percent), and Panel Smart Elektromekanik (85 percent). It is a real operating holding, not a shell. That makes the governance question more important, not less. When the underlying businesses generate cash and make investment decisions, who on the board has the largest personal stake in getting those decisions right?

The answer, now, is not the chairman.

I don't know the private context behind Ünsalan's sale. It may be perfectly ordinary - tax planning, personal liquidity, a side deal with a family office. The available filings do not say. And the absence of a disclosed reason is itself a data point. In a market like Turkey's, where disclosure depth varies and many holdings are still concentrated among a small circle of principals, this kind of pre-IPO rearrangement is more common than it is scandalous. But common does not mean unimportant.

The structural implication is straightforward. New public shareholders are buying into a company whose chairman has dramatically reduced his personal exposure while retaining governance authority. The quorum is intact. The title is intact. The incentives are not.

Anyone reading the IPO prospectus should ask a single question: what is the chairman's ownership trajectory going to look like between now and the next annual general meeting? If the 6.11 percent stays stable, alignment is acceptable. If it keeps shrinking, the governance label and the economic reality will keep drifting further apart.