SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Pompeo Michael

(Last)

(First)

(Middle)

INDEX TOWER (EAST TOWER), UNIT 1703

DUBAI (DIFC)

(Street)

DUBAI

00000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VEON Ltd. [ VEON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
American Depositary Shares	06/07/2026		A		38,205 ⁽¹⁾ ⁽²⁾	A	$ 0	186,435	I	See footnote ⁽³⁾
American Depositary Shares								90,000	D
Common Shares								2,066,954 ⁽⁴⁾	I	See footnote ⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Impact Investments LLC acquired these American Depositary Shares upon the vesting and automatic exercise of the fourth tranche of warrants with an aggregate value of $12,000,000, which were issued to Impact Investments LLC on June 7, 2024 (the "Warrants"). Pursuant to the terms of the Warrants, the Warrants vest semi-annually in equal tranches over a three-year period beginning on June 7, 2024, and each tranche is automatically exercised in full on its applicable vesting date, provided that, as of each vesting date, (i) the Reporting Person continues to serve as a director of (a) the Issuer and (b) unless waived by the Issuer, JSC Kyivstar, a wholly-owned indirect subsidiary of the Issuer, and (ii) certain other vesting conditions and acceleration provisions.

2. Pursuant to the terms of the Warrants, the exercise price for each tranche of the Warrants is determined on the applicable vesting date for such tranche, based on the 90-day average trading price of American Depositary Shares as of the vesting date for such tranche. Accordingly, pursuant to Rule 16a-1(c)(6) under the Exchange Act, each tranche of the Warrants is not a reportable derivative security until it vests and its exercise price is fixed..

3. These American Depositary Shares and Common Shares are held directly by Impact Investments LLC, which is indirectly owned 50% by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

4. The issuer has agreed to convert these common shares into 82,678 American Depositary Shares, on a cashless basis.

	/s/ Charles Alex Gish, as Attorney-in-Fact	07/02/2026
	** Signature of Reporting Person	Date
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