Kyivstar (Nasdaq: KYIV) shareholders back board as FY25 revenue jumps 25.9%
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Kyivstar Group Ltd. reported the results of its 2026 Annual General Meeting and highlighted strong 2025 performance. Shareholders re-elected all 10 directors, including Executive Chairman Kaan Terzioğlu, and the Board subsequently re-elected him as Chairman. An amendment to Bye-law 56.3 was approved, giving the Remuneration Committee sole authority to set pay for officers and senior executives. Shareholders also re-appointed UHY LLP as external auditor for the year ending December 31, 2026. Operationally, Kyivstar delivered 2025 revenue of USD 1,157 million, up 25.9% year-on-year, and EBITDA of USD 648 million with a 56.0% margin. Digital revenue grew 4.7x to USD 124 million, representing 10.7% of 2025 revenue, while multiplay customers increased 18.0% to 7.3 million, underscoring the company’s focus on its digital ecosystem strategy.
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Key Figures
FY25 Revenue: USD 1,157 million
FY25 EBITDA: USD 648 million
FY25 Digital Revenue: USD 124 million
+5 more
8 metrics
FY25 Revenue
USD 1,157 million
Total revenue in FY25, up 25.9% year-on-year
FY25 EBITDA
USD 648 million
EBITDA in FY25, up 25.8% year-on-year with 56.0% margin
FY25 Digital Revenue
USD 124 million
Digital revenue in FY25, 4.7x year-on-year, 10.7% of revenue
4Q25 Digital Revenue
USD 50 million
Digital revenue in 4Q25, 6.1x year-on-year, 15.7% of revenue
Multiplay Customers
7.3 million
Multiplay customers as of December 31, 2025, up 18.0% year-on-year
Shares Outstanding
230,863,624 shares
Common shares outstanding and entitled to vote as of April 13, 2026
AGM Participation
209,896,839 shares (90.92%)
Shares represented at the 2026 AGM relative to outstanding
Bye-law 56.3 Vote For
209,818,788 votes
Votes in favor of amending Bye-law 56.3 on remuneration
Key Terms
cumulative voting, EBITDA margin, multiplay customers, Bye-law 56.3, +2 more
6 terms
cumulative voting financial
"All ten director nominees were re-elected to the Board by cumulative voting."
A voting system for electing a company's board where each shareholder can pool all their votes and cast them for one or more board candidates rather than spreading votes evenly. Think of it like having 100 stickers you can put all on one favorite class representative instead of giving one sticker to each candidate. It matters to investors because it gives minority holders a realistic chance to secure board representation and influence company decisions, affecting governance, strategy and therefore investment value.
EBITDA margin financial
"EBITDA of USD 648 million, up 25.8% YoY, with an EBITDA margin of 56.0%."
EBITDA margin is the share of each dollar of sales that a company keeps as operating cash profit before interest, taxes, and accounting for equipment wear and long-term investments. Think of it like the cash a store has left from every sale after paying day-to-day running costs but before paying rent, loan interest or replacing old machinery. Investors use it to compare core profitability and operational efficiency across companies by removing financing and accounting differences.
multiplay customers financial
"Multiplay customers – those using voice, 4G data and at least one digital application – expanded 18.0% YoY to 7.3 million."
Bye-law 56.3 regulatory
"Shareholders approved the amendment to Bye-law 56.3 to streamline the remuneration determination process."
forward-looking statements regulatory
"This release contains “forward-looking statements,” as the phrase is defined in Section 27A of the U.S. Securities Act of 1933."
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. is a Nasdaq-listed holding company that operates JSC Kyivstar."
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 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
On May 12, 2026, Kyivstar Group Ltd. (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “AGM”) via teleconference at 12:00 Gulf Standard Time. The record date for the AGM was April 13, 2026 (the “Record Date”). As of the Record Date, there were 230,863,624 common shares outstanding and entitled to vote. A total of 209,896,839 shares (approximately 90.92% of outstanding shares) were represented at the AGM, constituting a quorum.
The following is a summary of the matters voted upon at the AGM and the final voting results for each proposal:
Proposal 1 – Amendment to Bye-law 56.3
Shareholders approved the amendment to Bye-law 56.3 of the Company’s Bye-laws to revise and restate such provision as follows: “The Officers and Senior Executives shall receive such remuneration as the Remuneration Committee of the Board may from time to time determine.” The voting results were as follows:
For | Against | Abstain/Withheld | ||||||
209,818,788 | 62,491 | 15,560 | ||||||
Proposal 2 – Appointment of UHY LLP as Auditor
Shareholders approved the appointment of UHY LLP (“UHY”) as auditor to audit the consolidated financial statements of the Company for the financial year ending December 31, 2026, and authorized the board of directors of the Company (the “Board”) to formalize the engagement and fix the remuneration of UHY as auditor. The voting results were as follows:
For | Against | Abstain/Withheld | ||||||
209,884,119 | 8,908 | 3,812 | ||||||
Proposal 3 – Re-election of Directors
All ten director nominees were re-elected to the Board by cumulative voting. Under cumulative voting, each shareholder multiplied the number of shares held by 10 (the number of directors to be re-elected) and allocated votes among the nominees. The voting results for each nominee were as follows:
Nominee | For | Abstain/Withheld | ||||||
Serdar Çetin | 209,888,115 | 8,724 | ||||||
Betsy Cohen | 209,862,488 | 34,351 | ||||||
Augie K Fabela II | 209,874,092 | 22,747 | ||||||
Rt Hon Sir Brandon Lewis | 209,888,410 | 8,429 | ||||||
Burak Özer | 209,861,743 | 35,096 | ||||||
Duncan Perry | 209,871,948 | 24,891 | ||||||
Michael Pompeo | 209,887,387 | 9,452 | ||||||
Dmytro Shymkiv | 209,875,418 | 21,421 | ||||||
Michiel Soeting | 209,887,683 | 9,156 | ||||||
Kaan Terzioglu | 209,813,857 | 82,982 | ||||||
A copy of the press release announcing the results of the AGM is furnished hereto as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | ||||||||||||||||
| 99.1 | Press Release, dated May 12, 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 12, 2026 | Kyivstar Group Ltd. | |||||||||||||||||||||||||
| By: | /s/ Kaan Terzioğlu | |||||||||||||||||||||||||
| Name: | Kaan Terzioğlu | |||||||||||||||||||||||||
| Title: | Executive Chairman and Director | |||||||||||||||||||||||||
Kyivstar Shareholders Re-elect Board and Chairman, Demonstrating Shareholder Confidence in Leadership Kyiv and New York, May 12, 2026: Kyivstar Group Ltd. (Nasdaq: KYIV; KYIVW) (the “Company” or “Kyivstar”), the parent company of JSC Kyivstar, Ukraine’s leading digital operator and part of VEON Group (Nasdaq: VEON), today held its 2026 Annual General Meeting of Shareholders (the “AGM”) via tele-conference. During the AGM, the Company’s shareholders re-elected the slate of Kyivstar’s 10 current directors to continue serving as the Company’s Board of Directors (the “Board”). Kyivstar welcomes back Serdar Çetin, Betsy Z. Cohen, Augie K Fabela II, Sir Brandon Lewis, Burak Ozer, Duncan Perry, Michael R. Pompeo, Dmytro Shymkiv, Michiel Soeting and Kaan Terzioğlu to the Board. Following the AGM, the new Board held its inaugural meeting, and re- elected Kaan Terzioğlu as the Chairman of the Board. The re-election reflects continued shareholder support for Kyivstar’s strategy of digital ecosystem growth, market-leading connectivity and disciplined execution. “I am honored to be re-elected as Chairman and to continue serving alongside our distinguished directors. Kyivstar delivered a strong performance in 2025, validating our strategy and supporting Board continuity. Our Nasdaq listing underscored the strength of our business, digital revenues grew more than sixfold year-on-year to 15.7% of fourth-quarter revenue, and our SpaceX partnership is advancing next-generation connectivity,” said Kaan Terzioğlu. “These results reflect disciplined execution and position us for continued value creation. On behalf of the Board, I thank our shareholders for their continued support.” Kyivstar delivered total revenue of USD 1,157 million in FY25, up 25.9% year-on-year (YoY), and EBITDA of USD 648 million, up 25.8% YoY, with an EBITDA margin of 56.0%. Digital revenue grew 4.7x YoY to USD 124 million in FY25, reaching 10.7% of the revenue mix. In 4Q25, digital revenue increased 6.1x YoY to USD 50 million, comprising 15.7% of total revenue. Multiplay customers – those using voice, 4G data and at least one digital application – expanded 18.0% YoY to 7.3 million as of December 31, 2025. Holders of approximately 91% of Kyivstar Group Ltd. shares were represented at the AGM. The Company laid before shareholders the report of the Company’s auditor and the audited financial statements of the Company for the financial year ended December 31, 2025. Shareholders also approved the re-appointment of UHY LLP as external auditor of the Company’s financial statements for the financial year ended December 31, 2026, and authorized the Board to fix the
remuneration of UHY LLP for such period. In addition, shareholders approved the proposed amendment to Bye-law 56.3 to streamline the remuneration determination process by placing authority solely with the Remuneration Committee. Further information on the Company’s AGM is available on the Company’s website: https://investors.kyivstar.ua/corporate-governance/agm. 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/corporate-governance/agm Nasdaq tickers: KYIV; KYIVW Disclaimer This 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, including in relation to KGL’s strategy, shareholder returns and capital allocation policy. Contact information Kyivstar Group Ltd Investor Relations ir@kyivstargroup.com
FAQ
How did Kyivstar (KYIV) perform financially in FY25?
Kyivstar reported FY25 total revenue of USD 1,157 million, up 25.9% year-on-year, and EBITDA of USD 648 million, up 25.8% year-on-year. The company achieved an EBITDA margin of 56.0%, reflecting strong profitability alongside rapid growth in its core operations.
How fast is Kyivstar’s digital revenue growing?
Digital revenue reached USD 124 million in FY25, growing 4.7x year-on-year and accounting for 10.7% of total revenue. In 4Q25, digital revenue was USD 50 million, 6.1x higher year-on-year and 15.7% of quarterly revenue, showing accelerating digital ecosystem expansion.
Who serves on Kyivstar’s Board of Directors after the 2026 AGM?
Shareholders re-elected Serdar Çetin, Betsy Z. Cohen, Augie K Fabela II, Sir Brandon Lewis, Burak Ozer, Duncan Perry, Michael R. Pompeo, Dmytro Shymkiv, Michiel Soeting and Kaan Terzioğlu. The Board then re-elected Kaan Terzioğlu as Chairman following the Annual General Meeting.
What strategic focus did Kyivstar’s leadership highlight?
Leadership emphasized a strategy centered on digital ecosystem growth, market-leading connectivity and disciplined execution. They cited strong 2025 results, rapid digital revenue expansion, multiplay customer growth and a SpaceX partnership to support next-generation connectivity as validation of this strategic direction.