SEC Form S-8 filed by VEON Ltd. ADS

As filed with the Securities and Exchange Commission on April 17, 2026

Registration No. 333-

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

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VEON LTD.
(Exact name of registrant as specified in its charter)

VEON LTD 2021 LONG TERM INCENTIVE PLAN, AS AMENDED

VEON LTD 2021 DEFERRED SHARE PLAN, AS AMENDED
VEON LTD UMBRELLA INCENTIVE PLAN
(Full title of the plans)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 (212) 947-7200
(Name, address, and telephone number, including area code, of agent for service)

With a copy to:
Melisa Brower, Esq.

Allen Overy Shearman Sterling US LLP
599 Lexington Avenue
New York, NY 10022
+1 (212) 848-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ❑

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by VEON Ltd., an exempted company limited by shares, incorporated and existing under the laws of Bermuda with registration number 43271 (the “Registrant”), to register 94,411,725 of its common shares, par value $0.001 per share (the “Common Shares”).  Of these Common Shares, 19,350,900 are issuable under the VEON Ltd. 2021 Long Term Incentive Plan (as amended), 16,067,350 are issuable under the VEON Ltd. 2021 Deferred Share Plan (as amended), and 58,993,475 are issuable under the VEON Ltd. Umbrella Incentive Plan.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed with the Securities and Exchange Commission (“Commission”) are hereby incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Commission on March 16, 2026, which contains the Registrant’s audited consolidated financial statements for the latest fiscal year for which such statements have been filed (File No. 001-34694).

(b) The reports on Form 6-K furnished by the Registrant to the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, as amended (the “Exchange Act”) on January 28, 2026, January 30, 2026, February 11, 2026, March 13, 2026, March 16, 2026, and March 31, 2026.

(c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2025.

(d) The description of the Registrant’s securities registered under Section 12 of the Exchange Act, filed as Exhibit 2.6 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the Commission on October 17, 2024, and any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Not applicable.

Not applicable.

The Registrant is an exempted company, with liability limited by shares, incorporated and existing under the laws of Bermuda. Section 98 of the Bermuda Companies Act 1981, as amended (the “Companies Act”) provides generally that a Bermuda company may indemnify its directors, officers and auditors employed by the company against any loss or liability which by virtue of rule of law or otherwise would be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 of the Companies Act further provides that a Bermuda company may indemnify its directors, officers and auditors against any costs and expenses incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda in certain proceedings arising under Section 281 of the Companies Act. Section 98 of the Companies Act also provides that a Bermuda company may advance moneys to an officer or auditor for the costs, charges and expenses incurred by the officer or auditor in defending any civil or criminal proceedings against them, on condition that the officer or auditor shall repay the advance if any allegation of fraud or dishonesty is proved against them.

Pursuant to the Registrant’s bye-laws, the Registrant will indemnify and hold harmless its directors and officers from and against all actions, costs, charges, liabilities, losses, damages and expenses incurred or sustained by such person (or their heirs, executors or administrators, as applicable) in connection with any act done, concurred in or omitted in the execution of its business, or their duty, or supposed duty, or in their respective offices or trusts, to the extent permitted by applicable law. The foregoing indemnity will not apply (and any funds advanced will be required to be repaid) with respect to a director or officer if any allegation of fraud or dishonesty is proved against such director or officer. The Registrant has entered into separate indemnification agreements with certain of its directors and officers pursuant to which the Registrant has agreed to indemnify each of them within substantially the same scope as provided in the Registrant’s bye-laws.

The Registrant maintains directors’ and officers’ liability insurance policies that provide coverage to directors and officers against certain liabilities, including liabilities under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Registrant’s directors, officers or persons controlling the Registrant under the foregoing provisions, the Registrant has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Not applicable.

The following exhibits are filed as part of this Registration Statement:

_____________

* Filed herewith.

(a) The undersigned Registrant hereby undertakes:

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Dubai International Financial Centre, United Arab Emirates, on April 17, 2026.

Limited Power of Attorney
(Form S-8)

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints, jointly and severally, Kaan Terzioğlu and Burak Ozer or any of them (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and on his or her behalf to sign, execute and file all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and any documents required to be filed with respect therewith, with the Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature of Authorized U.S. Representative of Registrant

Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement on April 17, 2026.