VEON (VEON) director discloses 90,000 phantom share units tied to ADSs

Rhea-AI Filing Summary

VEON Ltd. director Andrei Gusev reports an initial holding of phantom shares tied to the company’s American Depositary Shares. Each of the 90,000 phantom shares represents a contingent right to receive a cash payment based on the average closing price of VEON ADSs on the applicable vesting date and has no expiration.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gusev Andrei

Role null

Type	Security	Shares	Price	Value
holding	Phantom Shares	--	--	--

Holdings After Transaction: Phantom Shares — 90,000 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Phantom share units: 90,000 units Exercise price: $0.0000 per ADS Derivative holdings: 90,000 underlying ADS

3 metrics

Phantom share units 90,000 units Underlying American Depositary Shares exposure

Exercise price $0.0000 per ADS Phantom share award terms

Derivative holdings 90,000 underlying ADS Phantom share position reported on Form 3

Key Terms

Phantom Shares, American Depositary Shares, contingent right

3 terms

Phantom Shares financial

"Each phantom share represents the contingent right to receive a cash payment"

Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.

American Depositary Shares financial

"average closing price of the Issuer's American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

contingent right financial

"represents the contingent right to receive a cash payment equivalent to the U.S. dollar value"

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Gusev Andrei

(Last) (First) (Middle)

INDEX TOWER (EAST TOWER), UNIT 1703

DUBAI (DIFC)

(Street)

DUBAI 00000

(City) (State) (Zip)

UNITED ARAB EMIRATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/29/2026

3. Issuer Name and Ticker or Trading Symbol
VEON Ltd. [ VEON ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Shares	05/31/2027	(1)	American Depositary Shares	90,000	(1)	D

Explanation of Responses:

1. Each phantom share represents the contingent right to receive a cash payment equivalent to the U.S. dollar value of the average closing price of the Issuer's American Depositary Shares, each representing 25 of the Issuer's common shares, ("ADSs") on NASDAQ on the applicable vesting date. The phantom shares have no expiration date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ Charles Alex Gish, as Attorney-in-Fact	05/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does VEON (VEON) director Andrei Gusev report on this Form 3?

He reports an initial holding of phantom shares linked to VEON’s American Depositary Shares. These phantom shares provide a cash-based economic exposure to VEON’s ADS performance rather than direct ownership of stock or voting rights.

How many phantom shares are reported for VEON (VEON) on this Form 3?

The filing identifies 90,000 phantom shares tied to VEON’s American Depositary Shares. This figure reflects the size of the contingent cash-settled award, not actual ADS or common share ownership in the company.

How are VEON (VEON) phantom shares linked to American Depositary Shares?

Each phantom share represents the right to receive a cash payment equal to the U.S. dollar value of the average closing price of VEON’s American Depositary Shares on the applicable vesting date, aligning value with ADS market performance.

Do VEON (VEON) phantom shares reported here have an expiration date?

The filing states that the phantom shares have no expiration date. This means the contingent right to a cash payment remains outstanding, subject to the applicable vesting conditions specified for the award.

What is the exercise or conversion price of VEON (VEON) phantom shares?

The phantom shares carry an exercise price of $0.0000 per underlying American Depositary Share. Value for the holder comes from future cash payments tied to ADS prices, not from paying an exercise price to acquire stock.