Comp grant adds 38,205 VEON Ltd. (VEON) ADS to LLC holdings

Rhea-AI Filing Summary

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.

Insights

Equity compensation analyst

Routine warrant-based equity award to entity linked to VEON director.

The disclosure shows Impact Investments LLC, associated with director Michael Pompeo, receiving 38,205 VEON American Depositary Shares at $0.00 per share. This stems from the scheduled vesting and automatic exercise of the fourth tranche of pre-existing warrants valued at $12,000,000.

The warrants vest semi-annually over three years from June 7, 2024, contingent on continued board service and other conditions, which frames this as structured compensation rather than a discretionary market trade. Pompeo reports substantial post-transaction holdings in common shares and ADS, largely through Impact Investments LLC, while expressly disclaiming beneficial ownership beyond his 50% pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Pompeo Michael

Role null

Type	Security	Shares	Price	Value
Grant/Award	American Depositary Shares	38,205	$0.00	--
holding	American Depositary Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: American Depositary Shares — 186,435 shares (Indirect, See footnote); American Depositary Shares — 90,000 shares (Direct, null); Common Shares — 2,066,954 shares (Indirect, See footnote)

Footnotes (1)

1. Impact Investments LLC acquired these American Depositary Shares upon the vesting and automatic exercise of the fourth tranche of warrants with an aggregate value of $12,000,000, which were issued to Impact Investments LLC on June 7, 2024 (the "Warrants"). Pursuant to the terms of the Warrants, the Warrants vest semi-annually in equal tranches over a three-year period beginning on June 7, 2024, and each tranche is automatically exercised in full on its applicable vesting date, provided that, as of each vesting date, (i) the Reporting Person continues to serve as a director of (a) the Issuer and (b) unless waived by the Issuer, JSC Kyivstar, a wholly-owned indirect subsidiary of the Issuer, and (ii) certain other vesting conditions and acceleration provisions. Pursuant to the terms of the Warrants, the exercise price for each tranche of the Warrants is determined on the applicable vesting date for such tranche, based on the 90-day average trading price of American Depositary Shares as of the vesting date for such tranche. Accordingly, pursuant to Rule 16a-1(c)(6) under the Exchange Act, each tranche of the Warrants is not a reportable derivative security until it vests and its exercise price is fixed.. 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. The issuer has agreed to convert these common shares into 82,678 American Depositary Shares, on a cashless basis.

Key Figures

ADS granted: 38,205 ADS Exercise price: $0.00 per ADS Warrant aggregate value: $12,000,000 +4 more

7 metrics

ADS granted 38,205 ADS Award to Impact Investments LLC via warrant vesting

Exercise price $0.00 per ADS Price for 38,205 ADS acquired on June 7, 2026

Warrant aggregate value $12,000,000 Warrants issued to Impact Investments LLC on June 7, 2024

Indirect ADS holdings after award 186,435 ADS ADS held by Impact Investments LLC after transaction

Direct ADS holdings 90,000 ADS ADS held directly by Michael Pompeo

Indirect common share holdings 2,066,954 common shares Common shares held by Impact Investments LLC

Common shares to ADS conversion 82,678 ADS Issuer agreed to convert common shares on a cashless basis

Key Terms

American Depositary Shares, warrants, semi-annually, Rule 16a-1(c)(6), +2 more

6 terms

American Depositary Shares financial

"Impact Investments LLC acquired these American Depositary Shares upon the vesting and automatic exercise"

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.

warrants financial

"the fourth tranche of warrants with an aggregate value of $12,000,000, which were issued"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

semi-annually financial

"the Warrants vest semi-annually in equal tranches over a three-year period"

Rule 16a-1(c)(6) regulatory

"Accordingly, pursuant to Rule 16a-1(c)(6) under the Exchange Act, each tranche"

pecuniary interest financial

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

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 12:11 PM Accepted by SEC EDGAR 07/06/2026 - 12:10 PM Learn about SEC filing dates

FAQ

What did VEON (VEON) director Michael Pompeo report in this Form 4?

Michael Pompeo reported an indirect acquisition of 38,205 VEON American Depositary Shares at $0.00 per share. The ADS were received by Impact Investments LLC following the vesting and automatic exercise of the fourth tranche of previously issued warrants valued at $12,000,000.

Who actually received the new VEON American Depositary Shares?

Impact Investments LLC received the 38,205 American Depositary Shares linked to VEON. The filing states that Impact Investments LLC holds these securities and is indirectly owned 50% by Michael Pompeo, who disclaims beneficial ownership except to the extent of his pecuniary interest.

How do the VEON warrants underlying this Form 4 vest and exercise?

The warrants issued to Impact Investments LLC vest semi-annually in equal tranches over three years starting June 7, 2024. Each tranche is automatically exercised in full on its vesting date if Pompeo continues specified board roles and other vesting and acceleration conditions are satisfied.

What is Michael Pompeo’s reported VEON share and ADS position after this transaction?

After this transaction, Impact Investments LLC holds 2,066,954 VEON common shares and 186,435 American Depositary Shares, while Michael Pompeo directly holds 90,000 ADS. The securities held through Impact Investments LLC are reported as indirect holdings subject to his limited pecuniary interest.

How is the exercise price of the VEON warrants determined for each tranche?

For each vesting tranche, the warrants’ exercise price is set on that tranche’s vesting date. It is based on the 90-day average trading price of VEON American Depositary Shares as of that vesting date, which means each tranche’s price is fixed only when it vests.

What does the Form 4 say about converting VEON common shares into ADS?

The filing states that the issuer has agreed to convert certain VEON common shares into 82,678 American Depositary Shares on a cashless basis. This conversion affects how those common share holdings are represented in ADS form without additional cash consideration being paid.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares	06/07/2026		A		38,205(1)(2)	A	$0	186,435	I	See footnote(3)
American Depositary Shares								90,000	D
Common Shares								2,066,954(4)	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Impact Investments LLC acquired these American Depositary Shares upon the vesting and automatic exercise of the fourth tranche of warrants with an aggregate value of $12,000,000, which were issued to Impact Investments LLC on June 7, 2024 (the "Warrants"). Pursuant to the terms of the Warrants, the Warrants vest semi-annually in equal tranches over a three-year period beginning on June 7, 2024, and each tranche is automatically exercised in full on its applicable vesting date, provided that, as of each vesting date, (i) the Reporting Person continues to serve as a director of (a) the Issuer and (b) unless waived by the Issuer, JSC Kyivstar, a wholly-owned indirect subsidiary of the Issuer, and (ii) certain other vesting conditions and acceleration provisions.

2. Pursuant to the terms of the Warrants, the exercise price for each tranche of the Warrants is determined on the applicable vesting date for such tranche, based on the 90-day average trading price of American Depositary Shares as of the vesting date for such tranche. Accordingly, pursuant to Rule 16a-1(c)(6) under the Exchange Act, each tranche of the Warrants is not a reportable derivative security until it vests and its exercise price is fixed..

3. 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.

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

	/s/ Charles Alex Gish, as Attorney-in-Fact	07/02/2026
	** 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 4 (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 4: SEC 1474 (03-26)