Major Kyivstar (Nasdaq: KYIV) holders price 12.5M-share secondary offering at $10.50

Rhea-AI Filing Summary

Kyivstar Group Ltd. reports that its principal shareholder VEON Amsterdam B.V. and other holders have priced a secondary public offering of 12,500,000 common shares at USD 10.50 per share. The company is not selling any shares and will not receive proceeds.

The selling shareholders granted underwriters a 30-day option to buy up to an additional 1,875,000 shares at the same price, less underwriting discounts and commissions. The offering is expected to close on February 2, 2026, subject to customary conditions, under an effective Form F-1 registration statement.

Insights

Equity capital markets analyst

Large shareholder-led secondary boosts free float without raising new capital for Kyivstar.

The transaction is a secondary offering of 12,500,000 Kyivstar common shares at USD 10.50 per share by VEON Amsterdam B.V. and other selling shareholders. Kyivstar itself does not sell shares, so it does not raise cash or incur equity dilution from new issuance.

Underwriters have a 30-day option to purchase up to 1,875,000 additional shares at the same price, which could further increase trading liquidity if exercised. The deal follows the Form F-1 registration becoming effective on January 29, 2026, and closing is expected on February 2, 2026, subject to customary conditions.

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 January 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 ☒    Form 40-F ☐

EXPLANATORY NOTE

On January 29, 2026, Kyivstar Group Ltd. issued a press release, a copy of which is furnished hereto as Exhibit 99.1.

1 

EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

Exhibit		Description
99.1		Kyivstar Group Ltd. press release, dated January 29, 2026

2 

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: January 30, 2026	Kyivstar Group Ltd.
	By:	/s/ Boris Dolgushin
		Name:	Boris Dolgushin
		Title:	Chief Financial Officer

3 

Exhibit 99.1

Kyivstar Group Ltd. Announces Pricing of Secondary Offering of Common Shares

NEW YORK, New York, January 29, 2026 -- Kyivstar Group Ltd. (Nasdaq: KYIV; KYIVW) (“Kyivstar” or the “Company”), Ukraine’s leading digital operator, today announced the pricing of the public offering of 12,500,000 common shares (the “Offering”) by VEON Amsterdam B.V., the principal shareholder of the Company, and certain other selling shareholders (collectively, the “Selling Shareholders”) at a public offering price of USD 10.50 per share. The Company is not selling any common shares in the Offering. In connection with the Offering, the Selling Shareholders have granted the underwriters a 30-day option to purchase up to an additional 1,875,000 common shares at the public offering price, less underwriting discounts and commissions.

The Offering is expected to close on February 2, 2026, subject to customary closing conditions.

Morgan Stanley, Barclays, Cantor and Rothschild & Co are acting as joint booking-running managers and as representatives of the underwriters for the proposed Offering. Benchmark, a StoneX Company and Northland Capital Markets are acting as co-managers for the proposed Offering.

The Offering is being made only by means of a prospectus. Copies of the prospectus relating to the proposed Offering may be obtained for free by visiting EDGAR on the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. The prospectus relating to the proposed Offering may also be obtained from:

● Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, NY 10014;

● Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847, or by email at barclaysprospectus@broadridge.com;

● Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com;

● Rothschild & Co US Inc., 1251 Avenue of the Americas, New York, NY 10020.

A registration statement on Form F-1, including a prospectus, relating to the Offering has been filed on January 28, 2026 with, and was declared effective on January 29, 2026 by, the SEC.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About Kyivstar Group Ltd.

Kyivstar Group Ltd. is a Nasdaq-listed holding company that operates JSC Kyivstar, Ukraine’s leading digital operator and the first Ukrainian company to list on a U.S. stock exchange. Kyivstar’s companies provide a broad range of connectivity and digital services, including mobile and fixed-line voice and data, ride-hailing, e-health, digital TV, and enterprise solutions such as Big Data, cloud, and cybersecurity.

Together with VEON, Kyivstar intends to invest USD 1 billion in Ukraine between 2023-2027, through social investments in infrastructure and technological development, charitable donations and strategic acquisitions. For more information, please visit https://investors.kyivstar.ua.

Disclaimer

This press release contains “forward-looking statements,” as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements relating to, among other things, the timing of the closing of the Offering. There are numerous risks and uncertainties that could cause actual results and performance to differ materially from those expressed by such statements, including risks relating to the timing of the closing of the Offering , among others discussed in the section entitled “Risk Factors” included in the registration statement on Form F-1 filed by Kyivstar with the SEC on January 28, 2026, as amended and supplemented from time to time, and in any other subsequent filings with the SEC by Kyivstar Group. The forward-looking statements contained herein speak only as of the date of this release and Kyivstar disclaims any obligation to update them, except as required by applicable laws.

Contact information

Kyivstar Group Ltd.

Investor Relations
Additional information: pr@kyivstar.net, www.kyivstar.ua

FAQ

What did Kyivstar Group Ltd. (KYIV) announce in this 6-K filing?

Kyivstar announced the pricing of a secondary public offering of 12,500,000 common shares at USD 10.50 per share by existing shareholders. The company itself is not selling shares, and the offering is expected to close on February 2, 2026, subject to customary conditions.

Is Kyivstar (KYIV) issuing new shares or is this a secondary sale?

This is a secondary sale by existing shareholders, not a new share issuance by Kyivstar. VEON Amsterdam B.V. and other selling shareholders are offering 12,500,000 common shares, with an underwriter option for 1,875,000 additional shares, so Kyivstar receives no offering proceeds.

What are the key terms of Kyivstar’s secondary offering, including price and size?

Selling shareholders priced 12,500,000 Kyivstar common shares at USD 10.50 per share in a public secondary offering. They also granted underwriters a 30-day option to purchase up to an additional 1,875,000 shares at the same public offering price, less underwriting discounts and commissions.

When is the Kyivstar secondary offering expected to close?

The secondary offering is expected to close on February 2, 2026, subject to customary closing conditions. This follows the Form F-1 registration statement, which was filed on January 28, 2026 and declared effective by the SEC on January 29, 2026 for the offering.

Does Kyivstar Group Ltd. receive any proceeds from this secondary offering?

Kyivstar does not receive any proceeds from this secondary offering because it is not selling shares. All offered shares come from VEON Amsterdam B.V. and other selling shareholders, so sale proceeds go to these holders rather than to the company’s balance sheet or operating activities.

Which banks are managing Kyivstar’s secondary share offering?

Morgan Stanley, Barclays, Cantor and Rothschild & Co serve as joint book-running managers and underwriter representatives for the offering. Benchmark, a StoneX Company, and Northland Capital Markets act as co-managers, helping place the secondary shares being sold by Kyivstar’s existing shareholders into the public market.

What does Kyivstar Group Ltd. do as a business?

Kyivstar Group Ltd. is a Nasdaq-listed holding company for JSC Kyivstar, Ukraine’s leading digital operator. Its businesses provide mobile and fixed connectivity, digital TV, ride-hailing, e-health and enterprise services including Big Data, cloud and cybersecurity, alongside a planned USD 1 billion investment in Ukraine from 2023-2027.