VEON Ltd. SEC Filings

VEON Ltd. received an updated Schedule 13G/A from Giovanni Agnelli B.V., Exor N.V., Lingotto Investment Management (UK) Limited and Lingotto Investment Management LLP. The group reports beneficial ownership of 131,628,075 common shares, represented by 5,265,123 American Depositary Shares, each ADS representing twenty-five common shares. This stake represents 7.12% of VEON’s common shares outstanding, based on 1,849,190,667 common shares reported outstanding as of July 31, 2026. The filing identifies Lingotto Investment Management LLP as the subsidiary that acquired the securities and notes it is controlled through Lingotto Investment Management (UK) Limited and Exor N.V., which is in turn controlled by Giovanni Agnelli B.V.

VEON Ltd. reported strong top-line growth for 2Q26, with total revenue up 17.0% year over year to USD 1,271 million, driven by a 53.6% surge in digital revenue to USD 342 million, which now accounts for 26.9% of group revenue. Telecommunications and infrastructure revenue grew 7.6% to USD 929 million.

EBITDA rose 6.2% to USD 552 million in 2Q26 and 11.5% to USD 1,069 million for 1H26, though the EBITDA margin declined to 43.4% as the mix shifts toward digital and last year included a USD 45 million provision release in Bangladesh. Profit for the period dropped to USD 140 million, mainly because 2Q25 contained a USD 489 million gain on the Pakistan tower sale and 2Q26 includes a USD 21.2 million fair value loss on Kyivstar Group Ltd warrants.

Cash generation remained robust: 2Q26 operating cash flow reached USD 463 million, and 1H26 equity free cash flow after leases and licenses was USD 320 million, up 47.5%. Net debt excluding leases was USD 1,819 million, with a lease-adjusted leverage ratio of 1.10x LTM EBITDAaL. VEON completed a USD 1.4 billion bond offering, refinancing most 2027 maturities and extending average debt maturity to over four years at headquarters.

On the back of this performance, VEON raised its full-year 2026 outlook to 15%–18% revenue growth and 9%–12% EBITDA growth in USD terms, while keeping capex intensity (ex-Ukraine) at 15%–17%. The company is also emphasizing shareholder returns, having repurchased USD 82.5 million of securities under its current USD 100 million program and stating an intention to cancel at least USD 100 million of repurchased shares and ADSs annually.

VEON Ltd. reported higher revenue for the six months ended June 30, 2026, with US$2,472 million, up 17.0% year-on-year in US$ and 16.9% in local currencies. Growth was broad-based, led by Pakistan (US$965 million, +23.5%) and Ukraine (US$667 million, +22.9%), while adjusted EBITDA increased to US$1,069 million.

Profitability decreased versus 2025, which included a large one-off tower gain. Operating profit was US$655 million compared with US$1,059 million, and profit attributable to shareholders declined to US$221 million from US$694 million, mainly because 2025 contained a US$497 million gain on the Deodar tower disposal, alongside higher finance costs and income tax expense.

VEON executed several strategic and financing actions. It sold Kyivstar Group shares, reducing its stake from 89.6% to 83.6% and raising about US$140 million; acquired Tabletki.ua and six Ukrainian solar power plants; and secured 190 MHz of Pakistani spectrum, capitalized at US$209 million. A US$1.4 billion dual-tranche bond issue refinanced 2027 notes, while operating cash flow rose to US$860 million, funding US$336 million of capex and supporting cash of US$2,193 million against principal debt of US$3,429 million at June 30, 2026.

VEON Ltd. director Michael Pompeo reported an indirect award of 38,205 American Depositary Shares (ADS), which were acquired by Impact Investments LLC at an exercise price of $0.00 per ADS. The ADS came from the vesting and automatic exercise of the fourth tranche of warrants with an aggregate value of $12,000,000 issued to Impact Investments LLC on June 7, 2024.

The warrants vest semi-annually in equal tranches over three years beginning June 7, 2024, and each tranche is automatically exercised on its vesting date if specified service and other conditions are met. After this award, Impact Investments LLC holds 186,435 ADS and 2,066,954 common shares, while Pompeo directly holds 90,000 ADS. The filing notes that these securities are held by Impact Investments LLC, which is 50% indirectly owned by Pompeo, and he disclaims beneficial ownership except to the extent of his pecuniary interest.

VEON MidCo B.V. has completed its cash tender offer for its U.S.$1,013,973,000 3.375% Notes due 2027. Holders validly tendered U.S.$936,022,000 of Notes by the early deadline, and the Company accepted U.S.$886,075,000, applying a Proration Factor of 0.922911.

The purchased Notes have been cancelled, leaving U.S.$124,898,000 aggregate principal amount of the 3.375% Notes due 2027 outstanding after the final settlement date. The tender offer period has expired and no further tenders may be made.

VEON Ltd. director Michael Pompeo filed an initial ownership report showing indirect and direct stakes in the company’s equity. An entity associated with him, Impact Investments LLC, holds common shares that the issuer has agreed to convert into 82,678 American Depositary Shares on a cashless basis, plus 148,230 additional American Depositary Shares. Pompeo also holds 90,000 American Depositary Shares directly. The filing notes that Impact Investments LLC is indirectly owned 50% by Pompeo and that he disclaims beneficial ownership of those indirectly held securities except for his economic interest.

VEON Ltd. director Augie K II Fabela filed an initial Form 3 disclosing his beneficial ownership of the company’s American Depositary Shares. The filing lists indirect holdings through trusts of 4,768 ADS and 76,000 ADS, an additional 14,093 ADS held by a family office, and 221,013 ADS held directly.

VEON Ltd. has significantly advanced its liability management by closing a USD 1.4 billion dual-tranche senior unsecured notes offering through subsidiary VEON MidCo B.V. and running an oversubscribed cash tender for its 3.375% Notes due 2027.

The new debt consists of USD 700 million 6.95% Senior Notes due June 1, 2031 and USD 700 million 7.45% Senior Notes due June 1, 2033, both issued at par and rated BB- by Fitch and S&P. Proceeds are being used to refinance substantially all of VEON’s 2027 maturities, nearly doubling the average maturity of its debt excluding leases to over four years on a pro forma basis.

Holders tendered USD 936,022,000 of the USD 1,013,973,000 3.375% Notes due 2027, exceeding the maximum participation amount. VEON accepted USD 886,075,000 of these at an Early Tender Offer Purchase Price of USD 987.50 per USD 1,000 in principal, with an aggregate purchase price of USD 874,999,062.50 and a proration factor of 0.922911.

VEON Ltd. director and Chief Executive Officer Muhterem Kaan Terzioglu has filed an initial ownership report on Form 3. The filing shows direct holdings of 842,656 American Depositary Shares, establishing his current reported equity position in the company. This Form 3 does not reflect any new purchase or sale, only the existing stake.