Kyivstar Group Ltd 6-K, filed May 12, 2026
Kyivstar Group Ltd. (KYIV)
6-K
2026-05-12
For: 2026-05-12
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May 12, 2026
About this 6-K
Kyivstar Group Ltd filed this 6-K on May 12, 2026.
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 May 2026
Commission File Number: 001-42804
Kyivstar Group Ltd.
(Translation of registrant’s name into English)
Unit 517, Level 5
Index Tower
Dubai International Financial Centre (DIFC)
United Arab Emirates
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
EXPLANATORY NOTE
On May 12, 2026, Kyivstar Group Ltd. (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “AGM”) via teleconference at 12:00 Gulf Standard Time. The record date for the AGM was April 13, 2026 (the “Record Date”). As of the Record Date, there were 230,863,624 common shares outstanding and entitled to vote. A total of 209,896,839 shares (approximately 90.92% of outstanding shares) were represented at the AGM, constituting a quorum.
The following is a summary of the matters voted upon at the AGM and the final voting results for each proposal:
Proposal 1 – Amendment to Bye-law 56.3
Shareholders approved the amendment to Bye-law 56.3 of the Company’s Bye-laws to revise and restate such provision as follows: “The Officers and Senior Executives shall receive such remuneration as the Remuneration Committee of the Board may from time to time determine.” The voting results were as follows:
For | Against | Abstain/Withheld | ||||||
209,818,788 | 62,491 | 15,560 | ||||||
Proposal 2 – Appointment of UHY LLP as Auditor
Shareholders approved the appointment of UHY LLP (“UHY”) as auditor to audit the consolidated financial statements of the Company for the financial year ending December 31, 2026, and authorized the board of directors of the Company (the “Board”) to formalize the engagement and fix the remuneration of UHY as auditor. The voting results were as follows:
For | Against | Abstain/Withheld | ||||||
209,884,119 | 8,908 | 3,812 | ||||||
Proposal 3 – Re-election of Directors
All ten director nominees were re-elected to the Board by cumulative voting. Under cumulative voting, each shareholder multiplied the number of shares held by 10 (the number of directors to be re-elected) and allocated votes among the nominees. The voting results for each nominee were as follows:
Nominee | For | Abstain/Withheld | ||||||
Serdar Çetin | 209,888,115 | 8,724 | ||||||
Betsy Cohen | 209,862,488 | 34,351 | ||||||
Augie K Fabela II | 209,874,092 | 22,747 | ||||||
Rt Hon Sir Brandon Lewis | 209,888,410 | 8,429 | ||||||
Burak Özer | 209,861,743 | 35,096 | ||||||
Duncan Perry | 209,871,948 | 24,891 | ||||||
Michael Pompeo | 209,887,387 | 9,452 | ||||||
Dmytro Shymkiv | 209,875,418 | 21,421 | ||||||
Michiel Soeting | 209,887,683 | 9,156 | ||||||
Kaan Terzioglu | 209,813,857 | 82,982 | ||||||
A copy of the press release announcing the results of the AGM is furnished hereto as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | ||||||||||||||||
| 99.1 | |||||||||||||||||
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.
| Date: May 12, 2026 | Kyivstar Group Ltd. | |||||||||||||||||||||||||
| By: | /s/ Kaan Terzioğlu | |||||||||||||||||||||||||
| Name: | Kaan Terzioğlu | |||||||||||||||||||||||||
| Title: | Executive Chairman and Director | |||||||||||||||||||||||||
Kyivstar Shareholders Re-elect Board and Chairman, Demonstrating Shareholder Confidence in Leadership Kyiv and New York, May 12, 2026: Kyivstar Group Ltd. (Nasdaq: KYIV; KYIVW) (the “Company” or “Kyivstar”), the parent company of JSC Kyivstar, Ukraine’s leading digital operator and part of VEON Group (Nasdaq: VEON), today held its 2026 Annual General Meeting of Shareholders (the “AGM”) via tele-conference. During the AGM, the Company’s shareholders re-elected the slate of Kyivstar’s 10 current directors to continue serving as the Company’s Board of Directors (the “Board”). Kyivstar welcomes back Serdar Çetin, Betsy Z. Cohen, Augie K Fabela II, Sir Brandon Lewis, Burak Ozer, Duncan Perry, Michael R. Pompeo, Dmytro Shymkiv, Michiel Soeting and Kaan Terzioğlu to the Board. Following the AGM, the new Board held its inaugural meeting, and re- elected Kaan Terzioğlu as the Chairman of the Board. The re-election reflects continued shareholder support for Kyivstar’s strategy of digital ecosystem growth, market-leading connectivity and disciplined execution. “I am honored to be re-elected as Chairman and to continue serving alongside our distinguished directors. Kyivstar delivered a strong performance in 2025, validating our strategy and supporting Board continuity. Our Nasdaq listing underscored the strength of our business, digital revenues grew more than sixfold year-on-year to 15.7% of fourth-quarter revenue, and our SpaceX partnership is advancing next-generation connectivity,” said Kaan Terzioğlu. “These results reflect disciplined execution and position us for continued value creation. On behalf of the Board, I thank our shareholders for their continued support.” Kyivstar delivered total revenue of USD 1,157 million in FY25, up 25.9% year-on-year (YoY), and EBITDA of USD 648 million, up 25.8% YoY, with an EBITDA margin of 56.0%. Digital revenue grew 4.7x YoY to USD 124 million in FY25, reaching 10.7% of the revenue mix. In 4Q25, digital revenue increased 6.1x YoY to USD 50 million, comprising 15.7% of total revenue. Multiplay customers – those using voice, 4G data and at least one digital application – expanded 18.0% YoY to 7.3 million as of December 31, 2025. Holders of approximately 91% of Kyivstar Group Ltd. shares were represented at the AGM. The Company laid before shareholders the report of the Company’s auditor and the audited financial statements of the Company for the financial year ended December 31, 2025. Shareholders also approved the re-appointment of UHY LLP as external auditor of the Company’s financial statements for the financial year ended December 31, 2026, and authorized the Board to fix the
remuneration of UHY LLP for such period. In addition, shareholders approved the proposed amendment to Bye-law 56.3 to streamline the remuneration determination process by placing authority solely with the Remuneration Committee. Further information on the Company’s AGM is available on the Company’s website: https://investors.kyivstar.ua/corporate-governance/agm. About Kyivstar Group Ltd. Kyivstar Group Ltd. (“Kyivstar”) is a Nasdaq-listed holding company that operates JSC Kyivstar, Ukraine’s leading digital operator and the first Ukrainian company to list on a U.S. stock exchange. Kyivstar’s companies provide a broad range of connectivity and digital services, including mobile and fixed-line voice and data, ride-hailing, e-health, digital TV, and enterprise solutions such as Big Data, cloud, and cybersecurity. For more information, please visit https://investors.kyivstar.ua/corporate-governance/agm Nasdaq tickers: KYIV; KYIVW Disclaimer This release contains “forward-looking statements,” as the phrase is defined in 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, including in relation to KGL’s strategy, shareholder returns and capital allocation policy. Contact information Kyivstar Group Ltd Investor Relations ir@kyivstargroup.com