Michael Pompeo details VEON (ticker: VEON) direct and indirect ADS stakes

Rhea-AI Filing Summary

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.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Pompeo Michael

Role null

Type	Security	Shares	Price	Value
holding	American Depositary Shares	--	--	--
holding	American Depositary Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: American Depositary Shares — 90,000 shares (Direct, null); American Depositary Shares — 148,230 shares (Indirect, See footnote); Common Shares — 2,066,954 shares (Indirect, See footnote)

Footnotes (1)

1. The issuer has agreed to convert these common shares into 82,678 American Depositary Shares, on a cashless basis. These American Depositary Shares and Common Shares are held directly by Impact Investments LLC, which is indirectly owned 50% by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Key Figures

Common shares for ADS conversion: 82,678 American Depositary Shares Indirect ADS holdings: 148,230 American Depositary Shares Direct ADS holdings: 90,000 American Depositary Shares +1 more

4 metrics

Common shares for ADS conversion 82,678 American Depositary Shares Common shares to be converted on a cashless basis

Indirect ADS holdings 148,230 American Depositary Shares Indirectly held through Impact Investments LLC

Direct ADS holdings 90,000 American Depositary Shares Directly held by Michael Pompeo

Indirect common shares 2,066,954 common shares Indirect position with agreed conversion into ADS

Key Terms

American Depositary Shares, cashless basis, beneficial ownership, pecuniary interest, +1 more

5 terms

American Depositary Shares financial

"The issuer has agreed to convert these common shares into 82,678 American Depositary Shares, on a cashless basis."

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.

cashless basis financial

"The issuer has agreed to convert these common shares into 82,678 American Depositary Shares, on a cashless basis."

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

beneficial ownership financial

"The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein."

indirectly owned 50% financial

"Impact Investments LLC, which is indirectly owned 50% by the reporting person."

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Understanding Insider Trading Forms →

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^*

Pompeo Michael

(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)
American Depositary Shares	90,000	D
American Depositary Shares	148,230	I	See footnote(2)
Common Shares	2,066,954(1)	I	See footnote(2)

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

Explanation of Responses:

1. The issuer has agreed to convert these common shares into 82,678 American Depositary Shares, on a cashless basis.

2. These American Depositary Shares and Common Shares are held directly by Impact Investments LLC, which is indirectly owned 50% by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ Charles Alex Gish, as Attorney-in-Fact	06/01/2026
	** 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 Michael Pompeo’s Form 3 filing reveal about his VEON holdings?

The Form 3 shows Michael Pompeo’s initial report as a VEON director. It lists indirect holdings through Impact Investments LLC and direct American Depositary Share holdings, outlining his economic exposure to VEON at the time of becoming a reporting insider.

How many VEON common shares linked to Michael Pompeo are set for ADS conversion?

Common shares associated with Michael Pompeo, held via an entity, are agreed to be converted into 82,678 American Depositary Shares on a cashless basis. This arrangement shifts part of his indirect stake into ADS form without additional cash payment.

What indirect VEON holdings are reported for Michael Pompeo on this Form 3?

Indirectly, an entity associated with Michael Pompeo holds VEON common shares earmarked for conversion into 82,678 American Depositary Shares and 148,230 existing American Depositary Shares. These positions are reported as indirect interests tied to Impact Investments LLC.

What direct VEON American Depositary Share position does Michael Pompeo report?

Michael Pompeo reports direct ownership of 90,000 VEON American Depositary Shares. This direct position is separate from the larger indirect stakes held through Impact Investments LLC, giving him a clearly identified personal ADS holding in VEON.

How is Impact Investments LLC related to Michael Pompeo’s VEON holdings?

Impact Investments LLC holds the reported indirect VEON securities and is indirectly owned 50% by Michael Pompeo. The filing states he disclaims beneficial ownership of these securities except to the extent of his pecuniary, or economic, interest in the entity’s holdings.