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VEON launches $200M buyback for 3.9% of shares

The first phase of open-market repurchases is underway, and VEON says every share acquired under the new program will be canceled.

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Form Type
6-K

Rhea-AI Filing Summary

VEON Ltd. announced a new buyback targeting 3.9% of outstanding shares—72.5 million shares, or 2.9 million ADSs—with an estimated value of approximately USD 200 million based on USD 69.37 per ADS as of September 22, 2026; each ADS represents 25 shares. The first phase of open-market repurchases is underway. The program also includes direct repurchases from LetterOne, which agreed to sell proportionately to its existing shareholding up to 32,957,830 shares, at prices and volumes determined by reference to open-market repurchases. VEON says it will cancel all shares acquired; the final program value will vary with the price per share or ADS purchased.

Assuming a USD 200 million repurchase at USD 69.37 per ADS, VEON says the program represents 27.5% of trailing-twelve-month Equity Free Cash Flow after leases and licenses for the period ended June 30, 2026, and a 5.5% yield based on VEON’s average closing share price over the trailing twelve months as of September 22, 2026. The new program upgrades the minimum USD 100 million annual buyback target announced in May 2025 and is in addition to the USD 100 million program announced in November 2025, which is complete. Since August 2024, VEON reports repurchasing 4.46 million ADSs for USD 227.6 million, equal to 6.0% of total ADSs outstanding.

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Buyback target 3.9% of outstanding shares; 72.5 million shares or 2.9 million ADSs New repurchase program
Estimated program value Approximately USD 200 million Based on a closing price of USD 69.37 per ADS as of September 22, 2026
ADS closing price USD 69.37 per ADS As of September 22, 2026
ADS ratio 25 shares per ADS VEON ADSs
Program as a share of trailing-twelve-month Equity Free Cash Flow 27.5% Assuming a USD 200 million repurchase at USD 69.37 per ADS; after leases and licenses, for the period ended June 30, 2026
Buyback yield 5.5% Based on VEON’s average closing share price over the trailing twelve months as of September 22, 2026
LetterOne shares covered by its agreement to sell Up to 32,957,830 shares Proportionate to its existing shareholding
ADS financial
"each ADS represents 25 shares"
Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.
Equity Free Cash Flow financial
"trailing-twelve-month Equity Free Cash Flow, after leases and licenses"
Equity free cash flow is the amount of cash a company generates that is available to pay shareholders after it pays operating costs, reinvests in the business, and handles debt-related payments and borrowings. Think of it as the household money left over after paying bills, fixing the house, and settling loans—funds that could be used for dividends, share buybacks, or retained for future needs. Investors use it to judge how much real cash a company can return to owners and to value a stock.
securities repurchase program regulatory
"within the parameters of VEON’s broader securities repurchase program"
A securities repurchase program is a plan where a company uses cash to buy back its own stock from the market, reducing the number of shares available to other investors. It matters because buying shares can raise earnings per share and signal management’s confidence, similar to a company choosing to pay down debt instead of hiring more staff, and can affect share price, dividend capacity, and investor returns.

FAQ

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

How large is VEON’s new share buyback?
VEON announced a program targeting 3.9% of outstanding shares, stated as 72.5 million shares or 2.9 million ADSs. It is estimated at approximately USD 200 million using a closing price of USD 69.37 per ADS as of September 22, 2026; each ADS represents 25 shares.

How will VEON conduct the buyback, and how many shares can LetterOne sell?
The program combines open-market repurchases with direct repurchases from LetterOne. LetterOne agreed to sell proportionately to its existing shareholding up to 32,957,830 shares, at prices and volumes determined by reference to open-market repurchases.

Will VEON cancel the shares it repurchases?
Yes. VEON says it will cancel all shares acquired under the new buyback program. The first phase of open-market repurchases is underway.

What does VEON say the buyback represents relative to cash flow and share price?
Assuming a USD 200 million repurchase at USD 69.37 per ADS, VEON says the program represents 27.5% of trailing-twelve-month Equity Free Cash Flow after leases and licenses for the period ended June 30, 2026. VEON also states a 5.5% yield based on its average closing share price over the trailing twelve months as of September 22, 2026.

How much has VEON repurchased since August 2024?
VEON reports repurchasing 4.46 million ADSs since August 2024 for total consideration of USD 227.6 million. The repurchased ADSs represent 6.0% of total ADSs outstanding.

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

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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 September 2026

Commission File Number 1-34694

VEON Ltd.
(Translation of registrant’s name into English)

Index Tower (East Tower), Unit 1703, Dubai (DIFC), United Arab Emirates
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): o.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): o.






Information contained in this report

On September 23, 2026, the Registrant issued a press release, a copy of which is furnished hereto as Exhibits 99.1.





EXHIBIT INDEX


Exhibit No. Description of Exhibit
99.1
Press Release, dated September 23, 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.

VEON LTD.
(Registrant)
Date: September 23, 2026
By:/s/ Sebastian Rice
Name:Sebastian Rice
Title:Group General Counsel

VEON increases Share Buyback and Accelerates share cancellations Group launches new program to repurchase 3.9% of outstanding shares (2.9 million ADSs), comprising open market repurchases and proportionate shareholder participation New York and Dubai, September 23, 2026 — VEON Ltd. (Nasdaq: VEON), a global digital operator, today announced a new program to buy back 3.9% of VEON’s outstanding shares (72.5 million shares or equivalent in shares and ADS). This represents a share buyback program of approximately USD 200 million based on a closing price of USD 69.37 per ADS (each ADS represents 25 shares) as of September 22, 2026. The Group also confirms that the first phase of open market repurchases under the new program is underway. VEON will cancel all shares acquired under the new buyback program, reinforcing its commitment to disciplined capital allocation and long-term value creation. Assuming a share repurchase of USD 200 million based on an ADS price of USD 69.37, the new program represents 27.5% of VEON’s trailing-twelve-month Equity Free Cash Flow, after leases and licenses, for the period ended June 30, 2026, and a 5.5% yield based on the average closing price of VEON stock over the trailing twelve months as of September 22, 2026. The final value of the buy-back program will vary with the price per share or ADS purchased. The new program upgrades the minimum USD 100 million annual buyback target announced in May 2025 and is in addition to the USD 100 million program announced in November 2025 which has been completed. The revised policy places recurring capital returns at the heart of VEON’s capital allocation framework, alongside investment in profitable growth and maintaining financial flexibility. “Returning cash to shareholders is a core priority for VEON,” said Kaan Terzioglu, Group CEO of VEON. “Having completed USD 200 million in cumulative buybacks since August 2024, we are increasing our annual repurchase program to 3.9% of outstanding shares, which at today’s price represents approximately USD 200 million. Our focus is clear: grow cash flow, invest with discipline and translate our operating performance into greater value per share.” Including earlier phases of the program first announced in August 2024, VEON has now repurchased 4.46 million ADSs (6.0% of total ADSs outstanding) for a total consideration of USD 227.6 million. After giving effect to shares issuance in March 2024 and subsequent transfers, shares and ADSs held by VEON represent approximately 7.9% of total outstanding shares.

 

The new program will comprise open market repurchases and direct repurchases of shares from VEON’s shareholder LetterOne, which has agreed to sell proportionally to its existing shareholding and accordingly to sell to VEON up to 32,957,830 shares, at prices and volumes determined by reference to the open market repurchases. The new program repurchases will be conducted within the parameters of VEON’s broader securities repurchase program and in accordance with applicable laws and regulations. About VEON VEON is a digital operator that provides connectivity and digital services to over 150 million connectivity and more than 228 million digital customers. Operating across five countries that are home to 550 million consumers, more than 6% of the world's population, VEON is transforming lives through technology-driven services that empower individuals and drive economic growth. VEON is listed on NASDAQ. For more information, visit: https://www.veon.com. Forward-Looking Statements This release contains “forward-looking statements”, within the meaning of the 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 the execution and/or impact of the buyback of the VEON Group’s ADSs and shares and the cancellation of such shares. There are numerous risks, uncertainties that could cause actual results and performance to differ materially from those expressed by such statements, including risks relating to uncertainty over the execution and/or impact of the buyback of the VEON Group’s ADSs and shares, among others discussed in the section entitled “Risk Factors” in VEON’s 2025 Form 20-F filed with the SEC on March 16, 2026 and other public filings made by VEON with the SEC. There is no assurance that the buyback of VEON ADSs and shares and the cancellation of such shares will be completed or that other events described in any forward-looking statement will materialize. The forward-looking statements contained herein speak only as of the date of this release and VEON disclaims any obligation to update them, except as required by law. ENDS

 

Source: View Original Filing on SEC EDGAR

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