Kyivstar Group Ltd美股招股说明书(2026-07-31版)

This Prospectus Supplement No.5 (this“Supplement")updates,amends and supplements the prospectus datedRegistration Statement on Form F-1 (File No.333-290082) (as amended, the“Registration Statement"), relatedto the offer and resale from time to time by the Selling Securityholders of up to 4,350,266 Common Shares andone Common Share at an exercisepriceof S11.50per share.Capitalized termsused in this Supplement andnototherwise definedhereinhave the respectivemeanings ascribedtothem in the Prospectus. This Supplement is being filed to update, amend and supplement the information previously included in theProspectus with the information contained in our Annual Report on Form 20-F which was submitted to the U.SSecurities and Exchange Commission (the "SEC) on March 16, 2026 and is included immediately followingthe cover page of this Supplement.This Supplement is not complete without, and may not be delivered orutilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Supplement should be read in conjunctionwiththe Prospectus and if there is anyinconsistencybetweentheinformation in the Prospectus and this Supplement, you should rely on the information in this Supplement, Wemayfurther amend or supplement theProspectus andinformation in this Supplementfrom timeto timebyfilingamendments to the Registration Statement or other supplements to the Prospectus, as required. Our Common Shares are listed on the Nasdaq Global Select Market under the symbol "KYIV."On July 30,2026, the last reported sale price of our common shares was $14.02per share. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 11 of theProspectus for a discussion of information that should be considered in connection with an investment inour securities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if the Prospectus or this Supplement is truthful or complete.Any representation to the contrary is a criminal offense. The date of this Supplement is July 31, 2026. UNITED STATESSECURITIESANDEXCHANGE COMMISSIONWashington, D.C.20549 FORM 6-K REPORTOFFOREIGNPRIVATEISSUERPURSUANTTORULE13a-16OR15d-16UNDERTHESECURITIESEXCHANGEACTOF1934 For the Monthof July2026 Commission File Number:001-42804 Kyivstar Group Ltd.(Translationofregistrant'sname intoEnglish) Unit 517, Level 5IndexTowerDubai International Financial Centre (DIFC)United Arab Emirates(Address of principal executive offices) EXPLANATORYNOTE On July 31, 2026, Kyivstar Group Ltd.published its interim results and unaudited interim condensed consolidafinancial statementsfor the six months ended June 30,2026, which is furnished hereto as Exhibit 99.1. EXHIBIT INDEX Exhibit No.I'66 Description of ExhibitInterim Resultsforthesixmonths endedJune30,2026and unaudited interimcondensedconsolidatedfinancial statementsfor the sixmonths ended June30,2026 SIGNATURES Pursuant to the requirements ofthe Securities Exchange Act of1934,theregistrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto duly authorized. Tableof Contents MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOPERATIONS The following discussion and analysis is based on, and should be read in conjunction with,ourunaudited interim concconsolidated financial statements as ofandforthe six-month periods ended June 30,2026 and 2025,and the relatecattached hereto.References to"Kyivstar Group"as well as references to"our company""the company."“our grourgroup,""we""us,""our"and similar pronouns,are references to Kyivstar Group Ltd.,an exempted company limishares registered in Bermuda, and its consolidated subsidiaries.References to Kyivstar Group Ltd.are to KyivstarLtd. alone. The unaudited interim condensed consolidatedfinancial statements as of June 30,2026 andfor the six-month periodsendedJune30,2026and 2025attached heretohavebeenprepared in accordance withInternational Financial ReportStandards(IAS")34 InterimFinancial Reporting(IAS34)as issuedby the International Accounting Standards Boardeffective at the time of preparing the unaudited interim condensed consolidated financial statements and are presenterU.S.dollars. The discussion of our business and the telecommunications industry included herein contains references to certainspecific to our business, including numerous technical and industry terms. Such terms are defined in our Annual RepForm20-F for the year ended December 31,2025 (our"2025 Annual Report")filed on March 16,2026.For a comprehour audited consolidated financial statements included in our 2025 Annual Report.Certain amounts and percentagiappear in this document have been subject to rounding adjustments.As a result, certain numerical figures shown asincluding in tables, may not be exact arithmetic aggregations of the figures that precede or follow them. CAUTIONARYNOTEREGARDINGFORWARD-