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 February 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
February 10, 2026, Kyivstar Group Ltd. (the “Company”) announced the execution of a securities purchase agreement (the “Definitive
Agreement”) by and between Private Joint Stock Company Kyivstar, VEON Holdings B.V., and the selling shareholders of Tabletki.ua:
Oleksandr Muravshchyk, Nataliia Muravshchyk, Yurii Savchyn, Volodymyr Osmachko, Ievgen Muravshchyk and Vadym Rohatynskyi, dated February
10, 2026, pursuant to which the Company will acquire 100% of the equity interests of Tabletki.ua, a leading Ukrainian online platform
for healthcare products that enables consumers to find, compare, and book medicines and other products at Ukrainian pharmacies.
The
Company acquired Tabletki.ua for aggregate consideration of approximately USD 160 million, paid fully in Ukrainian Hryvna in Ukraine.
The transaction closed concurrently with the execution of the Definitive Agreement.
EXHIBIT
INDEX
The
following exhibits are furnished as part of this Form 6-K:
| Exhibit |
|
Description |
| 99.1 |
|
Press Release, dated February 10, 2026 |
| 99.2 |
|
Investor Presentation, dated February 10, 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:
February 10, 2026 |
Kyivstar
Group Ltd. |
| |
|
|
|
| |
By:
|
/s/
Boris Dolgushin |
| |
|
Name:
|
Boris
Dolgushin |
| |
|
Title: |
Chief
Financial Officer |
2
Exhibit 99.1

PRESS RELEASE
Kyivstar
to Expand Digital Healthcare Offering in Ukraine with Tabletki.ua Acquisition
Kyiv,
February 10, 2026 - Kyivstar Group Ltd. (Nasdaq: KYIV; KYIVW) (“Kyivstar”), Ukraine's leading digital operator and the first
Ukrainian company to trade on the Nasdaq, has today signed a definitive agreement and completed the transaction to acquire 100% of Tabletki.ua
for a consideration of USD 160 million, which will be paid in full in Ukrainian hryvna in Ukraine. Tabletki.ua is one of Ukraine’s
most widely used digital marketplaces for healthcare products that enables consumers to find, compare, and book medicines and other products
at Ukrainian pharmacies.
Tabletki.ua
facilitates customers’ access to medicines and healthcare, as well as nutrition and consumer products, aggregating data on the
availability and pricing of medicines, medical devices and more. Tabletki.ua joins Kyivstar’s widening portfolio of digital services,
including digital healthcare platform Helsi, ride-hailing and delivery service Uklon, digital media platform Kyivstar TV and the MyKyivstar
superapp.
“Even
in challenging times, Ukrainian businesses like Tabletki.ua are enabling millions of Ukrainians to benefit from convenient, digital-first
solutions, supporting the growth and resilience of the country,” said Oleksander Komarov, President of Kyivstar. “Tabletki.ua
already plays a vital role in everyday life for millions of Ukrainians This acquisition will allow us to combine Kyivstar’s successful
track record of running and growing digital businesses with Tabletki.ua’s solid foundations to expand digital healthcare to a wider
customer base and offer more convenience for all.”
Tabletki.ua
partners with more than 14,000 pharmacies across Ukraine, and facilitated an average of 14 million online bookings per month in 2025,
reflecting its role as a trusted, everyday healthcare tool for Ukrainian families. The gross merchandise value (GMV) of bookings facilitated
through the platform amounted to UAH 45 billion (USD 1,056 million) for FY2024 and UAH 57.3 billion (USD 1,191 million) for the last
12 months (“LTM”) ending September 30, 2025.
Based
on unaudited management accounts, Tabletki.ua generated LTM EBITDA of USD 24 million and LTM net profit of USD 20 million as
of September 30, 2025. The agreed consideration of USD 160 million corresponds to a price to LTM earnings (PE) ratio of 8.0X.
Today,
Kyivstar also published a presentation for investors that provides further information about Tabletki.ua and the strategic rationale
for the acquisition. The presentation is available on the Kyivstar website here: https://investors.kyivstar.ua/static-files/4695eb4f-e085-4a5e-bad6-f4fc71d51d87
About
Kyivstar Group Ltd.
Kyivstar
Group Ltd. (“Kyivstar”) 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 investments in infrastructure, technological
development and strategic acquisitions, as well as charitable donations for social projects.
For
more information, please visit https://investors.kyivstar.ua.
Nasdaq
tickers: KYIV; KYIVW

About
JSC Kyivstar
JSC
Kyivstar is Ukraine’s leading digital operator, serving more than 22.5 million mobile customers and over 1.2 million home
internet fixed line customers as of September 30, 2025. The company provides services using a wide range of mobile and fixed technologies,
including 4G, Big Data, cloud solutions, cybersecurity services, digital TV, and more. JSC Kyivstar is advancing new telecommunication
technologies in Ukraine and together with VEON plans to invest USD 1 billion in this direction between 2023-2027.
JSC
Kyivstar is wholly owned by Kyivstar Group Ltd. (Nasdaq: KYIV; KYIVW), the first Ukrainian company to have its shares traded on the U.S.
stock exchange Nasdaq.
The
company contributes to overcoming the challenges of wartime and, over the past three years, has allocated over UAH 3.4 billion to support
the Defense Forces, its subscribers, and the implementation of social projects. JSC Kyivstar has operated in Ukraine for 27 years and
is recognized as the largest taxpayer in the digital communications market, a top employer, and a socially responsible company.
Additional
information: pr@kyivstar.net,
www.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 closing of Kyivstar’s acquisition of Tabletki.ua, the expected
impact of the acquisition for Kyivstar Group and the expected financial performance of Kyivstar Group post the acquisition. 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 closing of Kyivstar’s acquisition of Tabletki.ua, the expected impact of the acquisition for Kyivstar
Group, the expected financial performance of Kyivstar Group post the acquisition, as well as Kyivstar’s ability to achieve anticipated
results and business objectives, among others discussed in the section entitled “Risk Factors” included in the final prospectus
filed by Kyivstar with the U.S. Securities and exchange Commission (“SEC”) on January 30 , 2025, as amended and supplemented
from time to time, and in any other subsequent filings with the SEC by Kyivstar. Kyivstar disclaims any obligation to update or revise
any forward-loooking statements contained in this press release, other than to the extent required by applicable law.
Additionally,
this press release includes certain financial information and data of Tabletki. derived from preliminary, unaudited management accounts
as of the dates indicated and is subject to completion of customary financial closing, review, and audit procedures. This information
is provided for informational purposes only and should not be regarded as a complete statement of financial results or relied upon as
necessarily indicative of historical or future performance.
Exhibit 99.2

Kyivstar Group Ltd. February 10, 2026 | Investor Presentation (1) Gross Merchandise Value Tabletki.ua Acquisition: Advancing Kyivstar’s Digital Ecosystem ▪ >USD 1 Billion+ GMV 1 ▪ Material Synergy Potential

DISCLAIMER 2 This presentation includes certain historical financial information and data relating to Tabletki . ua relating to periods prior to its acquisition by Kyivstar Group . Such information is unaudited, was prepared by Tabletki . ua prior to the acquisition, and has not been reviewed or audited by Kyivstar Group's independent registered public accounting firm . The unaudited financial information is subject to further review, revision and transaction - related accounting and other adjustments, and may be revised, potentially materially, and is therefore being provided for informational purposes only . Accordingly, this information may not be indicative of final historical results or future performance . This presentation includes certain financial and operating measures of Tabletki . ua, including EBITDA and EBITDA margin, that are not prepared in accordance with U . S . generally accepted accounting principles (“GAAP”) or International Financial Reporting Standards (“IFRS”) . These non - GAAP/non - IFRS measures, and other measures that are calculated using these non - GAAP/non - IFRS measures, are in addition to, and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP or IFRS and should not be considered as an alternative or substitute to those determined in accordance with GAAP or IFRS . The Company believes these non - GAAP/non - IFRS financial measures provide valuable insights into key financial and business trends, offering management and potential investors a useful tool for evaluating Tabletki . ua ’s historical performance and comparing it with peers that report similar metrics . These non - GAAP/non - IFRS measures have limitations, including potential differences in definition from those used by other companies, which may affect comparability . This presentation contains “forward - looking statements”, within the meaning of Section 27 A of the U . S . Securities Act of 1933 , as amended, and Section 21 E of the U . S . Securities Exchange Act of 1934 , as amended . All statements contained in this presentation that do not relate to historical fact should be considered forward - looking statements including, without limitation, statements relating to, among other things, the proposed acquisition of Tabletki . ua, the expected impact of the acquisition for Kyivstar Group, the expected financial performance of Kyivstar Group post the acquisition as well as Kyivstar Group’s ability to achieve anticipated results and business objectives and its strategic plans . These statements are based on management’s current expectations and are neither promises nor guarantees . 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 uncertainty over Kyivstar Group’s’ ability to achieve anticipated results and business objectives, among others discussed in the section entitled “Risk Factors” included in the final prospectus filed by Kyivstar Group with the U . S . Securities and exchange Commission (“SEC”) on January 30 , 2026 , as such document may be amended or supplemented from time to time and in any other subsequent filings with the SEC by Kyivstar Group . You are cautioned not to place undue reliance on these forward - looking statements . The forward - looking statements speak only as of the date hereof and we disclaim any obligation to update them, except to the extent required by law . Kyivstar disclaims any obligation to update or revise any forward - looking statements contained in this press release, other than to the extent required by applicable law . This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction .

Maintain paying subscriber base and grow share of multiplay users Technology (e.g., Direct to Cell) and value - driven, consistent ARPU growth Fixed broadband market share growth via organic expansion and acquisitions Sustain mobile market leadership GROWTH STRATEGY AND PRIORITIES 3 Telecom Digital Grow digital offerings organically and through adjacent acquisitions by focusing on increasing multiplay penetration Target significant organic growth in digital revenues, complemented by acquisitions Serve as a key player in restoring and developing Ukraine’s digital ecosystem Leverage our loyal customer base to launch and develop new and existing digital products

EXECUTING TO OUR STRATEGY Increased ownership in Helsi from 69.99% to 97.99% Announced acquisition of 97% stake in Uklon Launched Starlink Direct to Cell Satellite Connectivity in Ukraine Nov 2024 Mar 2025 May 2025 Nov 2025 Announced acquisition of Tabletki.ua, to further expand digital healthcare offering Feb 2026 Acquired valuable new spectrum in an auction to support mobile network capacity and coverage Announced acquisition of SUNVIN 11 LLC, owner of an operational solar plant with 12.95 MW capacity Dec 2025 4

TABLETKI.UA – AN OVERVIEW Business Overview Leading marketplace: for searching and online booking of medicines in Ukraine (via web portal and mobile app) Rich history: Established in 2008. Have built deep consumer trust, strong pharmacy partnerships, and a resilient market position Extensive reach: 14,000+ connected pharmacies, serving all Ukrainian cities with populations exceeding 50,000 High user engagement: Averaged 14 million online bookings/month 1 in 2025 85.0% 12.2% 2.8% Transactions and subscription fees Advertising Other Business Model Revenue drivers: Transaction fees, pharmacy subscriptions, and advertising revenues Strong growth: Gross merchandise value (GMV) of bookings facilitated at UAH 45 billion for 2024 and UAH 57.3 billion for LTM 9M2025 Strong profit growth: Preliminary EBITDA CAGR: 69% over 2021 - 2024 1 . Robust EBITDA margin trend 1 Talented team: Deep experience in developing and implementing pharmacy automation systems and software (1) The financial information and data presented herein is derived from preliminary, unaudited management accounts prepared by Tabletki.ua as of the dates indicated and is subject to completion of customary financial closing procedures, review, and audit. Certain amounts and percentages may reflect rounding adjustments and may not recalculate exactly. While this information has been prepared on a basis believed to be reasonable, it remains subject to revision and may change materially due to final adjustments, audit processes, transaction accounting determinations, and other adjustments. Accordingly, actual results for historical and future periods may differ from the preliminary information presented, and such differences may be material. This information is provided for informational purposes only and should not be regarded as a complete statement of financial results or relied upon as necessarily indicative of historical or future performance. Preliminary Financials 1 USD UAH mn LTM 9M25 9M25 2024 LTM 9M25 9M25 2024 1,191 1,034 1,056 57,300 43,000 45,000 GMV 24.0 18 20 1,000 755 810 EBITDA 2 29.0 69.4 34.0 86.0 Growth YoY (Sep - Sep, %) 20.0 16.0 17.6 836 682 707 Net Profit Revenue Distribution (2024) 1 5 (2) EBITDA is a historical, non - IFRS measure provided by Tabletki.ua from unaudited management accounts for the periods indicated. A reconciliation to their most directly comparable GAAP or IFRS measures is not provided because such quantitative reconciliation is not available without unreasonable efforts. Kyivstar Group is unable to assess the probable significance of the unavailable information and the quantification of these items would require significant estimates and judgments and could be material and unpredictable in amount or timing.

ACQUISITION TERMS AND ANTICIPATED SYNERGIES Implied Valuation (as of 9M25) EV / EBITDA P/E 6.7x 8.0x LTM 2 LTM 3 Acquisition Terms Purchase Price USD 160 million 1 Terms Consideration being fully paid in UAH in Ukraine 1 Enrich with Mobile Data Mobile data enrichment to improve user engagement and accessibility Potential Synergies Digital Health Ecosystem Development Fully aligned with Digital Operator strategy; substantial catalyst for development of Digital Health ecosystem Fuels Digital Flywheel Momentum High - frequency service to further boost user engagement across the digital ecosystem Kyivstar Ecosystem Synergies Synergies between Kyivstar (telco), Helsi (largest eHealth SaaS provider), Uklon (delivery) and Tabletki.ua (leading medicine marketplace) to drive substantial customer benefits. 6 Immediately Earnings Accretive with Material Synergy Potential (1) Consideration in UAH, based on UAH/USD exchange rate as published by the Central Bank of Ukraine from the day before payment (2) USD 160mn / USD 24mn (3) USD 160mn / USD 20mn

ir@kyivstargroup.com