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Kyivstar (NASDAQ: KYIV) schedules 2026 AGM, board slate and Bye-law vote

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Kyivstar Group Ltd. has scheduled its 2026 Annual General Meeting of Shareholders for May 12, 2026 at 12:00 Gulf Standard Time, to be held via video conference, with a record date of April 13, 2026.

The Board has recommended all 10 current directors for re-election and proposes appointing UHY LLP as auditor for the period ended December 31, 2026, with authority for the Board to set the auditor’s remuneration. Shareholders will also receive the audited financial statements for the year ended December 31, 2025 and vote on an amendment to Bye-law 56.3 to place remuneration determination authority directly with the Remuneration Committee.

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AGM date and time May 12, 2026, 12:00 GST Scheduled 2026 Annual General Meeting via video conference
AGM record date April 13, 2026 Shareholders of record entitled to vote at the AGM
Digital revenue share 15.7% of Q4 revenue Digital revenues grew more than sixfold year-on-year
Mobile customers 22.4 million JSC Kyivstar mobile customer base as of December 31, 2025
Home internet customers 1.2 million+ JSC Kyivstar fixed line home internet customers as of December 31, 2025
Support contributions UAH 4.4 billion Allocated over three years to Defense Forces, subscribers and social projects
Operating history 28 years JSC Kyivstar’s operating history in Ukraine
Annual General Meeting of Shareholders regulatory
"has set the date for the Company's 2026 Annual General Meeting of Shareholders"
record date financial
"The record date for the AGM has been set for April 13, 2026."
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Bye-laws regulatory
"The AGM will also include a proposed amendment to the Company's Bye-laws."
Bye-laws are a company's internal rulebook that sets how the business runs day-to-day and how decisions are made, covering things like how meetings are held, how directors are appointed, and how shares can be transferred. For investors, bye-laws matter because they determine voting rights, who controls key decisions, and how easy it is to change ownership or corporate policy—think of them as the operating instructions that shape shareholder power and corporate behavior.
Remuneration Committee financial
"to streamline the remuneration determination process by placing authority directly with the Remuneration Committee."
A remuneration committee is a group of independent board members who design, approve and oversee pay packages for a company’s executives and directors. Think of them as the household budget planners for top management: they decide salaries, bonuses and stock awards so pay rewards performance and limits excessive risk. For investors, their role matters because compensation policies affect management incentives, business strategy and the long‑term value shareholders receive.
forward-looking statements regulatory
"This press release contains “forward-looking statements,” as the phrase is defined in Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Nasdaq-listed financial
"Kyivstar Group Ltd. (“Kyivstar”) is a Nasdaq-listed holding company"
Nasdaq-listed means a company's shares are officially traded on the Nasdaq stock market, one of the major U.S. exchanges; being listed gives the company a ticker symbol and lets the public buy and sell its stock on that platform. For investors, this matters because a Nasdaq listing usually brings clearer public reporting, regulatory oversight and higher visibility and trading volume — like having a storefront on a busy financial avenue where price and activity are easier to find and transact.

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 April 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









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EXPLANATORY NOTE


On April 13, 2026, Kyivstar Group Ltd. published a press release a copy of which is furnished hereto as Exhibit 99.1.


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EXHIBIT INDEX
            

Exhibit No. Description of Exhibit
99.1
Press Release, dated April 13, 2026




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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: April 13, 2026Kyivstar Group Ltd.
By:/s/ Kaan Terzioğlu
Name:Kaan Terzioğlu
Title:Executive Chairman and Director


Kyivstar Group Ltd. Announces 2026 Annual General Meeting of Shareholders Kyiv, Ukraine and New York, April 13, 2026 – Kyivstar Group Ltd. (the "Company" or "Kyivstar"), the parent company of JSC Kyivstar , Ukraine's leading digital operator, today announced that its Board of Directors (the "Board") has set the date for the Company's 2026 Annual General Meeting of Shareholders (the "AGM") for May 12, 2026 at 12.00 Gulf Standard Time via video conference. The record date for the AGM has been set for April 13, 2026. The Board and its Nomination Committee have recommended Kyivstar’s 10 current board members for re-election at the AGM. The recommended nominees are Serdar Çetin, Betsy Z. Cohen, Augie K Fabela II, Sir Brandon Lewis, Burak Ozer, Duncan Perry, the 70th U.S. Secretary of State Michael R. Pompeo, Dmytro Shymkiv, Michiel Soeting, and the Chairman of the Board Kaan Terzioğlu. Commenting on the slate of director nominees, Chairman of the Board Kaan Terzioğlu stated: “Kyivstar delivered a strong performance in 2025, validating our strategy and supporting Board continuity. Our NASDAQ listing underscored the strength of our Ukrainian business. Digital revenues grew more than sixfold year-on-year to 15.7% of Q4 revenue, while our SpaceX partnership is advancing next-generation connectivity. These results reflect disciplined execution and position us for continued value creation.” In addition to the election of Board members, the AGM agenda includes the appointment of UHY LLP as the Company's auditor for the financial period ended December 31, 2026 and authorizing the Board to fix the auditor's remuneration for such period, as well as the receipt by shareholders of the report of the Company's auditor and the audited financial statements of the Company for the financial year ended December 31, 2025. The AGM will also include a proposed amendment to the Company's Bye-laws. The Company has proposed an amendment to Bye-law 56.3 in order to streamline the remuneration determination process by placing authority directly with the Remuneration Committee. Further details on the Company's AGM, including information on the appointment of UHY LLP, the proposed Bye-law amendment, summary biographies on the slate of director nominees seeking election to the Board, voting and procedural matters, will be made available through an official notice distributed by KGL to its registered shareholders of record during the week of April 13, 2026. Shareholders are encouraged to submit their voting instructions by May 7, 2026.


 

Following the AGM, the newly elected Board will hold its inaugural meeting on May 12, 2026. 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. 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 22.4 million mobile customers and over 1.2 million home internet fixed line customers as of December 31, 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 JSC Kyivstar is wholly owned by Kyivstar Group Ltd. (Nasdaq: KYIV; KYIVW), whose 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 4.4 billion to support the Defense Forces, its subscribers, and the implementation of social projects. JSC Kyivstar has operated in Ukraine for 28 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, Kyivstar Group’s strategic ambitions. 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 Kyivstar Group’s strategic ambitions, among others discussed in the section entitled “Risk Factors” included in Kyivstar Group’s annual report on Form 20-F with the U.S. Securities and exchange Commission (“SEC”) on March 16, 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 ir@kyivstargroup.com


 

FAQ

When is Kyivstar (KYIV) holding its 2026 Annual General Meeting?

Kyivstar will hold its 2026 Annual General Meeting on May 12, 2026 at 12:00 Gulf Standard Time via video conference. Shareholders of record as of April 13, 2026 will be entitled to participate and vote on director elections, auditor matters, and a Bye-law amendment.

What is the record date for Kyivstar (KYIV) shareholders for the 2026 AGM?

The record date for Kyivstar’s 2026 AGM is April 13, 2026. Only shareholders registered on that date may submit voting instructions and participate in decisions on Board elections, auditor appointment, audited 2025 financial statements, and the proposed amendment to Bye-law 56.3.

Which board nominees are up for re-election at Kyivstar (KYIV)’s 2026 AGM?

Kyivstar’s Board recommends re-electing its 10 current members: Serdar Çetin, Betsy Z. Cohen, Augie K Fabela II, Sir Brandon Lewis, Burak Ozer, Duncan Perry, Michael R. Pompeo, Dmytro Shymkiv, Michiel Soeting, and Chairman Kaan Terzioğlu. Shareholders will vote on this slate at the 2026 AGM.

What auditor will Kyivstar (KYIV) shareholders vote on at the 2026 AGM?

Shareholders will vote on appointing UHY LLP as Kyivstar’s auditor for the financial period ended December 31, 2026. They will also authorize the Board to fix the auditor’s remuneration and receive the auditor’s report and audited financial statements for the year ended December 31, 2025.

What Bye-law change is proposed at Kyivstar (KYIV)’s 2026 AGM?

Kyivstar proposes amending Bye-law 56.3 to streamline the remuneration determination process by placing authority directly with the Remuneration Committee. Shareholders will vote on this governance change alongside director elections and auditor matters at the May 12, 2026 Annual General Meeting.

How did Kyivstar (KYIV) describe its recent business performance?

Chairman Kaan Terzioğlu highlighted strong 2025 performance, noting a Nasdaq listing and digital revenues that grew more than sixfold year-on-year to 15.7% of Q4 revenue. He also referenced a SpaceX partnership supporting next-generation connectivity for Kyivstar’s Ukrainian digital communications business.

How large is JSC Kyivstar’s customer base mentioned in the filing?

JSC Kyivstar serves more than 22.4 million mobile customers and over 1.2 million home internet fixed line customers as of December 31, 2025. The company has operated in Ukraine for 28 years and is described as a leading, socially responsible digital communications provider and major taxpayer.

Filing Exhibits & Attachments

1 document