Pompeo Michael 4

What Happened
Michael Pompeo, a VEON director, is reported as having an indirect interest in the acquisition of 38,205 American Depositary Shares (ADS) on June 7, 2026. The shares were acquired at $0.00 upon the automatic vesting and exercise of the fourth tranche of warrants issued to Impact Investments LLC (a vehicle 50% owned indirectly by Pompeo). The fourth tranche is described in the filing as having an aggregate value of $12,000,000. The filing indicates Pompeo disclaims beneficial ownership of the shares except to the extent of his pecuniary interest.

Key Details

• Transaction date: 2026-06-07; reported on Form 4 filed 2026-07-06 (filing appears late relative to the usual 2-business-day Form 4 window).
• Transaction type/code: A (Award/Grant / acquisition via automatic exercise of warrants).
• Shares acquired: 38,205 ADS at $0.00 (automatic exercise/vesting).
• Who acquired them: Impact Investments LLC (direct holder); Pompeo indirectly owns 50% of that LLC and disclaims beneficial ownership except for pecuniary interest.
• Valuation/terms: Filing states the fourth tranche had an aggregate value of $12,000,000; exercise price for each tranche is determined on each vesting date based on the 90-day average ADS price.
• Conversion note: Issuer agreed to convert certain common shares into 82,678 ADS on a cashless basis (per filing footnote).
• Report timeliness: Filed ~29 days after the transaction date (late filing).

Context
This was not an open-market purchase but an automatic vesting and exercise of previously issued warrants (issued June 7, 2024) that vest semi‑annually over three years; per the filing, each tranche vests and is automatically exercised if vesting conditions are met. Because the shares were acquired by an LLC partly owned by Pompeo and he disclaims beneficial ownership, this filing reports his indirect pecuniary interest rather than a direct personal purchase or sale.