Kyivstar registers 4.35M shares and 7.67M warrant shares

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.

Rhea-AI Filing 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).

Insights

Capital Markets Analyst

Registration updates resale capacity and lists warrant-related shares.

The Supplement registers for resale up to 4,350,266 Common Shares and up to 7,666,629 Common Shares issuable upon exercise of public warrants at an exercise price of $11.50. The filing is a resale/secondary registration tied to selling securityholders and does not state issuer proceeds from those resales.

Cash‑flow treatment and buyer methods are not detailed in the excerpt; subsequent prospectus language or supplements would specify distribution methods and whether proceeds flow to selling holders or the issuer.

M&A / Energy Transactions Specialist

Discloses the aggregate purchase price for six solar plants: $80.8mn.

The Form 6‑K/A amends a prior disclosure to add the aggregate acquisition price of $80.8mn (UAH 3.6bn) for six solar power plants in the Lviv region. The press release and investor presentation are furnished as exhibits.

Timing, financing sources, and whether the acquisition consideration was cash or other consideration are not described in the excerpt; future filings may disclose financing or operational integration details.

Key Figures

Registered shares for resale: 4,350,266 shares Shares issuable upon warrants: 7,666,629 shares Warrant exercise price: $11.50/share +2 more

5 metrics

Registered shares for resale 4,350,266 shares resale by Selling Securityholders

Shares issuable upon warrants 7,666,629 shares issuable upon exercise of outstanding public warrants at $11.50 exercise price

Warrant exercise price $11.50/share public warrants exercise price

Solar acquisition aggregate price USD 80.8mn six solar power plants in the Lviv region

Last reported sale price $14.20 Common Shares price on May 22, 2026

Key Terms

Prospectus Supplement, Selling Securityholders, Form 6-K/A, public warrants

4 terms

Prospectus Supplement regulatory

"updates, amends and supplements the prospectus dated March 31, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Selling Securityholders financial

"offer and resale from time to time by the Selling Securityholders"

Selling securityholders are existing owners of a company's stocks or other tradable claims who are offering some or all of their holdings for sale in a public offering or secondary transaction. Investors watch these sellers because large or insider sales can increase the number of shares available, put downward pressure on price, and signal insiders’ views about future prospects—much like many people selling tickets at once can change the market for an event.

Form 6-K/A regulatory

"This Amendment No. 1 to the Form 6‑K filed on May 26, 2026 ("Form 6‑K/A")"

Form 6-K/A is an amended report filed with the U.S. Securities and Exchange Commission by a foreign (non‑U.S.) company to correct or add material information previously sent in a Form 6‑K. It matters to investors because it updates the official public record—think of it as a corrected or expanded page in a company’s disclosure file—so the new or corrected details can affect how investors judge the company’s risks, results or future prospects.

public warrants financial

"our outstanding public warrants to purchase one Common Share at an exercise price of $11.50 per share"

Public warrants are tradable securities that give the holder the right to buy a company’s stock at a fixed price before a set expiration date. Like a coupon that lets you purchase shares later at a preset price, they matter to investors because using them can bring new cash into the company but also increase the total number of shares outstanding, which can dilute existing ownership and influence the stock’s price and potential gains.

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the KYIV prospectus supplement register for resale?

It 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 at an $11.50 exercise price.

Did Kyivstar disclose the price paid for the solar plant acquisitions?

Yes. The Form 6-K/A states the aggregate purchase price for six solar power plants in the Lviv region was USD 80.8mn (UAH 3.6bn), disclosed in the furnished exhibits.

Will Kyivstar receive proceeds from the registered resales?

The Supplement describes resales by the Selling Securityholders; the filing does not state that the issuer will receive proceeds from those resale transactions in the provided excerpt.

Where are Kyivstar shares listed and what was the last reported price?

Kyivstar Common Shares trade on the Nasdaq Global Select Market under the symbol KYIV; the last reported sale price shown in the Supplement was $14.20 per share on May 22, 2026.

What exhibits accompany the Form 6-K/A?

The Form 6-K/A furnishes a press release dated May 26, 2026 and an investor presentation dated May 26, 2026 as Exhibits 99.1 and 99.2.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 05:30 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290082

PROSPECTUS SUPPLEMENT NO. 3
(to Prospectus dated March 31, 2026)

__________________________________________

KYIVSTAR GROUP LTD.

__________________________________________

4,350,266 COMMON SHARES
7,666,629 COMMON SHARES UNDERLYING WARRANTS
__________________________________________

This Prospectus Supplement No. 3 (this “Supplement”) updates, amends and supplements the prospectus dated March 31, 2026 (including any amendments or supplements thereto, the “Prospectus”) which forms a part of our Registration Statement on Form F-1 (File No. 333-290082) (as amended, the “Registration Statement”), related to the offer and resale from time to time by the Selling Securityholders of up to 4,350,266 Common Shares and up to 7,666,629 Common Shares that are issuable upon exercise of our outstanding public warrants to purchase one Common Share at an exercise price of $11.50 per share. Capitalized terms used in this Supplement and not otherwise defined herein have the respective meanings ascribed to them in the Prospectus.

This Supplement is being filed to update, amend and supplement the information previously included in the Prospectus with the information contained in our Report on Form 6-K which was submitted to the U.S. Securities and Exchange Commission (the “SEC”) on May 26, 2026 and is included immediately following the cover page of this Supplement. This Supplement is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto.

This Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Supplement, you should rely on the information in this Supplement. We may further amend or supplement the Prospectus and information in this Supplement from time to time by filing amendments to the Registration Statement or other supplements to the Prospectus, as required.

Our Common Shares are listed on the Nasdaq Global Select Market under the symbol “KYIV.” On May 22, 2026, the last reported sale price of our common shares was $14.20 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Supplement is May 26, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the Month of May 2026

Commission File Number: 001-42804

Kyivstar Group Ltd.

(Translation of registrant’s name into English)

Unit 517, Level 5

Index Tower

Dubai International Financial Centre (DIFC)

United Arab Emirates

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

EXPLANATORY NOTE

This Amendment No. 1 to the Form 6‑K filed on May 26, 2026 (“Form 6‑K/A”) is being furnished to disclose the previously omitted aggregate purchase price for the acquisition of six solar power plants in the Lviv region, which totaled USD 80.8mn (UAH 3.6bn). Except for the inclusion of the aggregate purchase price, the information set forth in the original Form 6‑K remains unchanged. Copies of the press release and investor presentation are furnished hereto as Exhibits 99.1 and 99.2, respectively.

EXHIBIT INDEX

Exhibit No.									Description of Exhibit
99.1									Press release dated May 26, 2026
99.2									Investor Presentation, dated May 26, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 26, 2026

Kyivstar Group Ltd.

By:

/s/ Boris Dolgushin

Name:

Boris Dolgushin

Title:

Chief Financial Officer