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Kyivstar Group Ltd. 424B Filings

KYIV NASDAQ

Every 424B that Kyivstar Group Ltd. (KYIV) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow KYIV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KYIV filings page.

Rhea-AI Summary

Kyivstar Group Ltd. updated its resale registration covering up to 4,350,266 common shares and up to 7,666,629 common shares issuable upon exercise of outstanding public warrants at $11.50 per share, for sales by existing securityholders. Any cash from warrant exercises would go to the company.

For the six months ended June 30, 2026, revenue rose to $662 million from $539 million, with telecommunication and infrastructure revenue of $521 million and digital revenue of $141 million. Operating profit was $240 million and profit for the period was $162 million, up from $126 million. Adjusted EBITDA reached $361 million.

The group invested heavily, including acquisitions of Tabletki.ua ($161 million), six solar power plants ($70 million) and ISP Shtorm ($10 million). Cash and cash equivalents were $364 million and total debt and derivatives $544 million as of June 30, 2026. Management highlights a material uncertainty about going concern due to the ongoing war in Ukraine, sanctions environment and capital controls, despite strong liquidity and cash generation.

Rhea-AI Summary

Kyivstar Group Ltd. registers for resale up to 4,350,266 common shares and up to 7,666,629 common shares issuable upon exercise of outstanding public warrants at an exercise price of $11.50 per share. The shares are being offered for resale by the Selling Securityholders.

This Supplement (Prospectus Supplement No. 4) updates the prospectus dated March 31, 2026 and incorporates a Form 6-K disclosing a leadership transition: Taner Kızıltoprak will join as CFO on June 1, 2026 as advisor and become Chief Financial Officer effective July 1, 2026; the current CFO, Boris Dolgushin, will serve as CFO through June 30, 2026 and thereafter as an advisor. The last reported sale price of the common shares was $14.40 per share on May 27, 2026.

Rhea-AI Summary

Kyivstar Group Ltd. files a Prospectus Supplement updating its resale registration to cover up to 4,350,266 Common Shares and up to 7,666,629 Common Shares issuable upon exercise of outstanding public warrants at an $11.50 exercise price. The Supplement incorporates a Form 6-K/A that discloses the aggregate purchase price of USD 80.8mn (UAH 3.6bn) for the acquisition of six solar power plants in the Lviv region. The Supplement supersedes inconsistent Prospectus language and notes the company’s Common Shares trade on Nasdaq under the symbol KYIV (last reported sale price $14.20 per share on May 22, 2026).

Rhea-AI Summary

Kyivstar Group Ltd. registers the resale of up to 4,350,266 Common Shares and up to 7,666,629 Common Shares issuable upon exercise of outstanding public warrants for resale by selling securityholders, from time to time. This Prospectus Supplement No. 2 updates the March 31, 2026 prospectus and incorporates a Form 6-K furnishing Kyivstar’s 1Q26 operating results. Kyivstar reported $323 mn total revenue and $85 mn net profit for the quarter ended March 31, 2026, with digital revenue at $67 mn representing 20.9% of total revenue.

Rhea-AI Summary

Kyivstar Group Ltd. registers the resale of up to 7,666,629 Common Shares and up to 4,350,266 Common Shares issuable upon exercise of outstanding public warrants at an exercise price of $11.50 per share. This Supplement updates the March 31, 2026 prospectus and incorporates the Form 6-K reporting the results of the May 12, 2026 Annual General Meeting.

The AGM reported 230,863,624 shares outstanding as of the record date and approximately 209,896,839 shares represented (about 90.92%). Shareholders approved an amendment to Bye-law 56.3, appointed UHY LLP as auditor for 2026, and re-elected all ten director nominees by cumulative voting.

Rhea-AI Summary

Kyivstar Group Ltd. registers resale of up to 4,350,266 Common Shares and the issuance of up to 7,666,629 Common Shares issuable upon exercise of outstanding Warrants at $11.50 per share. The resale shares include Sponsor shares and shares issued under Non-Redemption Agreements. The Company will not receive proceeds from resales but would receive up to $88,166,233.50 if all Warrants are exercised for cash. The shares are registered to satisfy registration rights granted in connection with the Business Combination completed on August 14, 2025; proceeds from any cash warrant exercises are planned for general corporate purposes.

Rhea-AI Summary

Kyivstar Group Ltd. registers up to 6,768,098 Common Shares and up to 7,666,629 Common Shares issuable upon exercise of outstanding warrants for resale by the Selling Securityholders, with the warrants exercisable at $11.50 per share.

The supplement updates the Prospectus with information from the Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and states the Company’s Common Shares trade on Nasdaq under the symbol KYIV; the last reported sale price on March 13, 2026 was $11.07 per share. Shares outstanding were 230,863,624 Common Shares as of December 31, 2025.

Rhea-AI Summary

Kyivstar Group Ltd. has updated its prospectus to cover the resale of up to 6,768,098 common shares and up to 7,666,629 additional common shares issuable upon exercise of outstanding public warrants at an exercise price of $11.50 per share.

At the same time, Kyivstar has completed the acquisition of 100% of Tabletki.ua, a leading Ukrainian online platform for healthcare products, for aggregate consideration of approximately USD 160 million, paid in Ukrainian Hryvna in Ukraine. Kyivstar’s common shares trade on the Nasdaq Global Select Market under the symbol “KYIV”, with a last reported sale price of $12.25 per share on February 9, 2026.

Rhea-AI Summary

Kyivstar Group Ltd. shareholders are offering 12,500,000 common shares at $10.50 per share in a Nasdaq-listed secondary sale. All shares are sold by VEON Amsterdam and other selling shareholders, who will receive the approximately $131.3 million in gross proceeds; Kyivstar receives none.

The underwriters may buy up to an additional 1,875,000 shares within 30 days. Kyivstar operates Ukraine’s largest mobile network, serving over 22.5 million mobile and 1.2 million broadband customers, and reported 2024 profit of $283 million and Adjusted EBITDA of $515 million with margins above 50%.

Preliminary 2025 estimates point to revenue and Adjusted EBITDA growth of about 24–26% in U.S. dollars, alongside heavy capital spending with Capex Intensity of roughly 29–31%. The prospectus highlights significant risks from the ongoing war in Ukraine, infrastructure damage, nationalization laws, sanctions-related constraints, and going concern uncertainties flagged by auditors.

Rhea-AI Summary

Kyivstar Group Ltd. has an effective resale registration covering up to 6,768,098 common shares and up to 7,666,629 common shares issuable upon exercise of outstanding public warrants at an exercise price of $11.50 per share. A related Form F-1 filing describes a proposed secondary public offering of 12,500,000 common shares by VEON Amsterdam B.V. and other selling shareholders, with a 30‑day option for underwriters to purchase up to an additional 1,875,000 shares; the company itself is not selling shares in that offering. Preliminary unaudited 2025 estimates indicate revenue growth of 24%–26% year over year in U.S. dollars, with Adjusted EBITDA also growing 24%–26% and Capex Intensity in a 29%–31% range. Management emphasizes these figures are preliminary, unaudited, based on incomplete closing procedures and subject to change, and highlights extensive risks, including the ongoing war in Ukraine, sanctions, regulatory uncertainty, and market volatility.

Rhea-AI Summary

Kyivstar Group Ltd. is registering up to 6,768,098 common shares for resale and up to 7,666,629 additional shares issuable upon exercise of outstanding public warrants. The resale shares include 6,010,353 shares issued to SPAC sponsors and 757,745 shares issued to investors who agreed not to redeem their Cohen Circle shares before the business combination. The company will not receive proceeds from any shareholder resales, but could receive up to $88,166,233.50 if all warrants are exercised for cash at $11.50 per share.

Kyivstar operates Ukraine’s leading mobile and broadband network, serving over 23 million mobile customers and 1.1 million broadband subscribers as of December 31, 2024. For 2024 it reported profit of $283 million and Adjusted EBITDA of $515 million, with Adjusted EBITDA margin of 56%. The nine months ended September 30, 2025 showed profit of $34 million, affected by a one-time listing expense of $162 million, and Adjusted EBITDA of $477 million.

The filing highlights severe risks from the ongoing war in Ukraine, including physical damage to network assets, higher energy costs, restrictions on moving cash abroad and potential nationalization measures. About 5.3% of the combined telecom network had been damaged or destroyed, of which 82% was restored, and roughly 6% of the network was non-functional in Russian-occupied territories as of December 31, 2024. Kyivstar spent approximately UAH 1,866.8 million (about $45.3 million) in 2024 on generators, batteries and other resilience measures.

Kyivstar’s auditors included an emphasis on substantial doubt about its ability to continue as a going concern because of the war, sanctions exposure around certain VEON‑related beneficial owners, and broader macro and legal uncertainties in Ukraine. VEON beneficially owns about 89.6% of outstanding shares, making Kyivstar a controlled company under Nasdaq rules and allowing it to rely on reduced corporate governance requirements. Kyivstar is also an emerging growth company and a foreign private issuer, which further reduces some U.S. reporting and governance obligations.

Rhea-AI Summary

Kyivstar Group Ltd. is registering up to 7,666,667 common shares issuable upon exercise of outstanding warrants and providing investors with unaudited interim results for the nine months ended September 30, 2025. Total revenue rose to $836 million from $669 million a year earlier, driven by growth in both telecommunications and digital services, while Adjusted EBITDA increased to $477 million from $374 million, reflecting strong operating performance.

Net profit for the period was $34 million versus $190 million in 2024, mainly due to a one‑off $162 million listing expense linked to the SPAC merger and Nasdaq listing. Kyivstar completed the acquisition of ride‑hailing platform Uklon for total consideration of $158 million and increased its stake in digital health business Helsi. Operating cash flow reached $406 million, supporting bond repayments and SPAC‑related financing flows, ending with cash and equivalents of $472 million.

The company highlights that the ongoing war in Ukraine and related sanctions create material uncertainty about its ability to continue as a going concern, even though the financial statements are prepared on a going‑concern basis and management is taking mitigating actions.

Rhea-AI Summary

Kyivstar Group Ltd. filed a prospectus supplement registering up to 7,666,667 common shares underlying warrants. Its common shares trade on Nasdaq under “KYIV” at $12.16 last reported on November 7, 2025.

For 3Q25, revenue rose to UAH 12,332 mn (+20.9% YoY) as ARPU and digital engagement increased. Direct digital revenue reached UAH 1,464 mn (+531.3% YoY), representing 11.9% of total, aided by the Uklon consolidation. EBITDA was UAH 7,100 mn (+21.5% YoY), with a 57.6% margin. A one‑time, non‑cash USD 162 mn listing expense drove a quarterly loss of USD 89 mn, while adjusted EPS was USD 0.33. Cash and cash equivalents were UAH 19,502 mn as of September 30, 2025, and capex was UAH 3,695 mn. Uklon contributed UAH 1,027 mn revenue and UAH 378 mn EBITDA in the quarter.