基辅斯特集团有限公司2025年年度报告和过渡报告

FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THESECURITIES EXCHANGE ACT OF 1934 OR ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended _______ OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 OR ☒SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company report: August 14, 2025 For the transition period fromto Commission file number: 001-42804 Kyivstar Group Ltd.(Exact name of Registrant as specified in its charter) Not applicableBermuda (Translation of Registrant’s name into English) (Jurisdiction of incorporation or organization) KaanTerzioğluExecutive ChairmanKyivstar Group Ltd.Unit 517, Level 5Index TowerDubai International Financial Centre (DIFC)United Arab EmiratesTelephone: +971 52 138 1275 Kyivstar Group Ltd.Unit 517, Level 5Index TowerDubai International Financial Centre (DIFC)United Arab EmiratesTelephone: +971 52 138 1275 (Address of principal executive offices) (Name, Telephone, Email and/or Facsimile numberand Address of Company Contact Person) Securities registered or to be registered, pursuant to Section 12(b) of the Act Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of theclose of the period covered by the shell company report: On August 14, 2025, the issuer had 230,863,523 common shares outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. ☐Large accelerated filer☐Accelerated filer☒Non-accelerated filer☒Emerginggrowthcompany If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accountingstandards† providedpursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: ☐U.S. GAAP☒International Financial Reporting Standards as issued by the InternationalAccounting Standards Board☐Other If “Other” has been checked in response to the previous question indicate by check mark which financial statementitem the registrant has elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☐ TABLE OF CONTENTS PageEXPLANATORY NOTEii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiii item 1. identity of directors, senior management and advisers5Item 2. Offer Statistics and Expected Timetable5Item 3. Key Information5Item 4. Information on the Company6Item 4A. Unresolved Staff Comments6Item 5. Operating and Financial Review and Prospects7Item 6. Directors, Senior Management and Employees7Item 7. Major Shareholders and Related Party Transactions7Item 8. F