6-K

VEON Ltd. (VEON)

6-K 2025-11-17 For: 2025-11-17
View Original
Added on April 04, 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 November 2025

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 November 17, 2025, 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 November 17, 2025

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: November 17, 2025
By: /s/ Vitaly Shmakov
Name: Vitaly Shmakov
Title: Acting Group General Counsel

buybackpressrelease

VEON Commences USD 100 million Buyback Program Dubai, November 17, 2025: VEON Ltd. (Nasdaq: VEON), a global digital operator (“VEON” or the “Company”), announces that it has commenced the buyback program (the “Program”) announced on November 10, 2025. The Program authorized by VEON’s Board enables the Company to buy back ADSs and/or outstanding bonds in an amount up to USD 100 million. The final allocation between equity and debt securities will be determined by prevailing market conditions. VEON views the current trading levels of its equity as materially undervaluing the Company’s strong fundamentals, cash-generation profile, and digital-operator trajectory; selective ADS repurchases therefore represent an attractive, value-accretive use of capital. At the same time, repurchase of bonds would allow VEON to capture discounts in the debt markets, lower future interest obligations, and proactively manage upcoming maturities. Kaan Terzioglu, CEO of VEON Group, commented: “Our decision to commence a new buyback program reflects continued growth in the Group’s financial and operating performance, as well as our confidence in the future. The flexibility to buy both equity and debt securities enables us to take a balanced approach that will strengthen VEON’s capital structure while reinforcing confidence in long-term value creation. We remain committed to delivering sustainable growth while maintaining a disciplined approach to capital allocation.” The buybacks will be conducted on the open market pursuant to a 10b5-1 plan signed with a registered broker-dealer, and in compliance with Rule 10b-18. About VEON VEON is a digital operator that provides converged connectivity and digital services to nearly 150 million connectivity and 120 million digital users. Operating across five countries that are home to 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 VEON Group’s ADSs and/or outstanding bonds. 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 VEON Group’s ADSs and/or outstanding bonds, among others discussed in the section entitled “Risk Factors” in VEON’s 2024 Form 20-F filed with the SEC on April 25, 2025 and other public filings made by VEON with the SEC. 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 Contact Information VEON Hande Asik Group Director of Communications pr@veon.com