VEON reports 192,967,440 shares (83.6%) of Kyivstar

Kyivstar Group Ltd. Schedule 13G/A amendment shows VEON Amsterdam B.V. and VEON Ltd. each report 192,967,440 common shares of Kyivstar, representing 83.6% of the class.

Rhea-AI Filing Summary

Kyivstar Group Ltd. Schedule 13G/A amendment shows VEON Amsterdam B.V. and VEON Ltd. each report 192,967,440 common shares of Kyivstar, representing 83.6% of the class. The filing lists shared voting and shared dispositive power over those shares. The statement is signed by company directors and counsel.

Insights

Corporate Governance Specialist

VEON entities report a dominant ownership stake in Kyivstar.

VEON Amsterdam B.V. and VEON Ltd. each disclose 192,967,440 shares and shared voting and dispositive power, indicating joint control of a supermajority stake as reported.

The arrangement implies that governance outcomes will be determined by these related entities. Subsequent filings may clarify the governance structure or any voting agreements affecting minority holders.

Institutional Ownership Analyst

Filing documents concentrated ownership at >80% of the outstanding class.

The report lists a 83.6% stake tied to 192,967,440 shares; the CUSIP is G5331N101. The filing is an amendment (Amendment No. 1) and includes a joint filing agreement.

For investors, the primary effect is ownership concentration; cash‑flow treatment or planned transactions are not stated in the excerpt.

Key Figures

Shares reported beneficially owned: 192,967,440 shares Percent of class: 83.6% CUSIP: G5331N101 +2 more

5 metrics

Shares reported beneficially owned 192,967,440 shares Amount listed for each of VEON Amsterdam B.V. and VEON Ltd.

Percent of class 83.6% Percent of class reported for each VEON entity

CUSIP G5331N101 Identifier for Kyivstar Group Ltd. common shares

Filing effective date (header) 03/31/2026 Date shown near top of the Schedule 13G/A amendment excerpt

Signing date 05/11/2026 Signature dates for directors and counsel on the amendment

Key Terms

Schedule 13G/A, beneficially owned, shared dispositive power

3 terms

Schedule 13G/A regulatory

"Amendment No. 1 ) Kyivstar Group Ltd. Common shares"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficially owned regulatory

"Item 4. | Ownership (a) | Amount beneficially owned: VEON Amsterdam B.V. - 192,967,440"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared dispositive power regulatory

"(iv) Shared power to dispose or to direct the disposition of: VEON Amsterdam B.V. - 192,967,440"

FAQ

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

Who reports the stake in KYIV?

The filing shows VEON Amsterdam B.V. and VEON Ltd. each reporting 192,967,440 shares in Kyivstar Group Ltd. The joint filing is signed by directors and counsel on 05/11/2026.

What percentage of Kyivstar (KYIV) do the VEON entities report?

Each reporting entity discloses ownership equal to 83.6% of the class. The filing repeats the 83.6% figure alongside the 192,967,440 shares amount for both VEON Amsterdam B.V. and VEON Ltd.

What voting and disposition powers are reported in the KYIV filing?

The filing indicates 0 shares with sole voting or sole dispositive power and 192,967,440 shares with shared voting and shared dispositive power for each VEON entity, as stated in Item 4.

Does the Schedule 13G/A state who receives proceeds or plans to sell KYIV shares?

The excerpt does not state any sale plans or proceeds. It exclusively reports beneficial ownership amounts, voting/dispositive powers, and includes a joint filing agreement; no sale or proceeds information is provided.

What identifier and security class are covered in the filing for KYIV?

The filing covers Common shares, par value $0.01 per share for Kyivstar Group Ltd., CUSIP G5331N101, with an effective date shown as 03/31/2026 at the top of the excerpt.

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

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Accepted by SEC EDGAR 05/11/2026 - 05:03 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Kyivstar Group Ltd.

(Name of Issuer)

Common shares, par value $0.01 per share

(Title of Class of Securities)

G5331N101

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G5331N101

1

Names of Reporting Persons

VEON Amsterdam B.V.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 192,967,440.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 192,967,440.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

192,967,440.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

83.6 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP Number(s): G5331N101

1

Names of Reporting Persons

VEON Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 192,967,440.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 192,967,440.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

192,967,440.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

83.6 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Kyivstar Group Ltd.
(b)	Address of issuer's principal executive offices: Unit 517, Level 5, Index Tower, DIFC, (Dubai International Financial Center), Dubai, United Arab Emirates, 00000
Item 2.
(a)	Name of person filing: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: VEON Amsterdam B.V. VEON Ltd.
(b)	Address or principal business office or, if none, residence: The principal business address for VEON Amsterdam B.V. is: Claude Debussylaan 88 Amsterdam 1082 MD The Netherlands The principal business address for VEON Ltd. is: Index Tower (East Tower) Unit 1703 Dubai International Financial Centre (DIFC) United Arab Emirates
(c)	Citizenship: VEON Amsterdam B.V. is organized under the laws of the Netherlands. VEON Ltd. is organized under the laws of Bermuda.
(d)	Title of class of securities: Common shares, par value $0.01 per share
(e)	CUSIP No.: G5331N101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: VEON Amsterdam B.V. - 192,967,440 VEON Ltd. - 192,967,440
(b)	Percent of class: VEON Amsterdam B.V. - 83.6 % VEON Ltd. - 83.6 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: VEON Amsterdam B.V. - 0 VEON Ltd. - 0
	(ii) Shared power to vote or to direct the vote: VEON Amsterdam B.V. - 192,967,440 VEON Ltd. - 192,967,440
	(iii) Sole power to dispose or to direct the disposition of: VEON Amsterdam B.V. - 0 VEON Ltd. - 0
	(iv) Shared power to dispose or to direct the disposition of: VEON Amsterdam B.V. - 192,967,440 VEON Ltd. - 192,967,440
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

VEON Amsterdam B.V.

Signature:	/s/ Kaan Terzioglu
Name/Title:	Kaan Terzioglu/Director
Date:	05/11/2026

Signature:	/s/ Maciej Wojtaszek
Name/Title:	Maciej Wojtaszek/Director
Date:	05/11/2026

VEON Ltd.

Signature:	/s/ Sebastian Rice
Name/Title:	Sebastian Rice/Group General Counsel
Date:	05/11/2026

Exhibit Information

Exhibit No. Description 99 Joint Filing Agreement.