基辅星集团有限公司美股招股说明书(2025-11-10版)

PROSPECTUS SUPPLEMENT NO. 3(to prospectus dated July 22, 2025) This prospectus supplement updates, amends and supplements the prospectus dated July 22, 2025 (the “Prospectus”) which forms apart of our Registration Statement on Form F-4 (Registration Statement No. 333-287802). This prospectus supplement is being filed toupdate, amend and supplement the information previously included in the Prospectus with the information attached to this prospectussupplement. This prospectus supplement updates, amends and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our common shares are trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “KYIV.” On November 7, 2025, thelast reported sale price of our common shares was $12.16 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 22 of the Prospectus for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is November 10, 2025. CONTENTS 3Q25 OVERVIEW13Q25 GROUP PERFORMANCE3STRATEGIC DEVELOPMENTS7PRESENTATION OF UNAUDITED FINANCIAL RESULTS8ATTACHMENTS12DISCLAIMER AND NOTICE TO READERS22 3Q25 OVERVIEW Kyiv, November 10, 2025 – Kyivstar Group Ltd. (“Kyivstar” or the “Group”),Ukraine’s leading digital operator, today announcesselected unaudited financial and operating results for the third quarter ended September 30, 2025. ØTotal revenue increased 19.8% YoY to USD 297mn (UAH 12.3 bn, +20.9%). This was driven by strong revenue generationacross the mobile subscriber base, the Uklon acquisition, and healthy growth across all digital platforms.ØTelecom revenue rose 8.0% YoY to USD262mn (UAH 10.9 bn, +9.0%). Growth was driven by continued ARPU expansionin sync with higher penetration of digital services.ØDirect digital revenue increased 525.9% YoY to USD35mn (UAH 1.5 bn, +531.3%) on the back of Uklon, our ride-hailingplatform (consolidated effective April 2025) and comprised 11.9% of total revenue for 3Q25. Uklon contributed USD 24.7mn (UAH 1.03 bn) in revenue in 3Q25.ØEBITDA rose 20.4% YoY to USD171mn (UAH 7.1 bn, +21.5%), with EBITDA margin of 57.6%. Uklon contributedUSD9.1 mn (UAH378mn) in EBITDA, and USD 6.7 mn (UAH 277 mn) in profit for 3Q25.ØThe Group recorded a net loss of USD89 mn for 3Q25, with loss per share of USD 0.41. However, the headline loss reflectsa one-time, non-cash charge of $162 mn recognized in 3Q25 related to the Kyivstar listing. Excluding the impact of this non-cash charge, Adjusted Net Profit for 3Q25 was USD73mn, -11.0% YoY (UAH 3.0 bn,-10.1%) and Adjusted EPS for the period was USD 0.33, -16.0% YoY.ØKyivstar served 22.5mn mobile customers and 1.2 mn fixed internet customers as of September 30, 2025. Mobile ARPUincreased +13.0% YoY to USD3.7 (UAH 153.1, +14.0%).ØMultiplay users reached 6.6 mn (+24.8% YoY) and represented 31.7% of one-month-active mobile customers. Uklonrecorded 42.2mn rides and 1.2mn deliveries in 3Q25, helping lift the Group’s total digital MAUs (Uklon, MyKyivstar,Kyivstar TV and Helsi) to 13.5mn (+49.4% YoY).ØCapital expenditures for 3Q25 totaled USD89mn (UAH 3.7 bn), implying LTM capex intensity of 29.1%.ØKyivstar maintains a strong balance sheet with USD472mn of cash and cash equivalents as of September 30, 2025.ØAdvanced the Group’s strategic priorities: (i) historic Nasdaq listing as the first Ukrainian company to trade on a US stockexchange; (ii) launching nationwide Starlink Direct to Cell coverage subsequent to regulatory approvals; and (iii) developingUkraine’s first national large language model (“LLM”) in partnership with Ukraine’s Ministry of Digital Transformation. 3Q25 GROUP PERFORMANCE In the third quarter of 2025,Kyivstar delivered revenue growth of 20.9% YoY to UAH 12.3bn,underscoring the Group’s ability tocapture a growing share of consumer spending. Performance was driven by continued improvements in ARPU growth, risingengagement across digital platforms, and the transition to a new value-sharing model of the TV partnership into a platform-rentalagreement, enhancing Kyivstar’s customer-facing role. REVENUE BREAKDOWN Telecom revenue grew 9.0% YoY to reach UAH 10.9bn in 3Q25, driven by continued ARPU expansion supported by disciplinedpricing adjustments, rising mobile data consumpt