Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)*
|
MILLICOM INTERNATIONAL CELLULAR SA (Name of Issuer) |
Common Shares (Title of Class of Securities) |
L6388F110 (CUSIP Number) |
Denis Klimentchenko Skadden, Arps, Slate, Meagher & Flom, (UK) LLP, 22 Bishopsgate London, X0, EC2N 4BQ 44(0)20 7519 7289 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/18/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Atlas Investissement SAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,320,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Reflects 77,070,018 common shares, par value $1.50 per share ("Common Shares") of Millicom International Cellular S.A., a Luxembourg company (the "Issuer"), referred to herein on the same basis as disclosed in Amendment Nos. 26 and 27 to the Schedule 13D, beneficially owned by Atlas Investissement SAS, a company incorporated under French law as a societe par actions simplifiee ("Atlas Investissement"), plus 1,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements (as defined in Item 4 below) on June 29, 2026. Iliad Holding SAS ("Iliad Holding"), as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya SAS ("Maya"), as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. Xavier Niel, the President of Maya, Jules Niel, John Niel, Elisa Niel and Joseph Niel (together, the "Niel Family") may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,707,493 Common Shares outstanding as of May 31, 2026 (169,000,000 Common Shares outstanding, less 1,292,507 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Iliad Holding SAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,320,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Reflects 77,070,018 Common Shares, referred to herein on the same basis as disclosed in Amendment Nos. 26 and 27 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 1,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on June 29, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,707,493 Common Shares outstanding as of May 31, 2026 (169,000,000 Common Shares outstanding, less 1,292,507 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Maya SAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,320,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Reflects 77,070,018 Common Shares, referred to herein on the same basis as disclosed in Amendment Nos. 26 and 27 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 1,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on June 29, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,707,493 Common Shares outstanding as of May 31, 2026 (169,000,000 Common Shares outstanding, less 1,292,507 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Xavier Niel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,320,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Reflects 77,070,018 Common Shares, referred to herein on the same basis as disclosed in Amendment Nos. 26 and 27 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 1,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on June 29, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,707,493 Common Shares outstanding as of May 31, 2026 (169,000,000 Common Shares outstanding, less 1,292,507 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Jules Niel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,320,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Reflects 77,070,018 Common Shares, referred to herein on the same basis as disclosed in Amendment Nos. 26 and 27 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 1,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on June 29, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,707,493 Common Shares outstanding as of May 31, 2026 (169,000,000 Common Shares outstanding, less 1,292,507 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
John Niel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,320,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Reflects 77,070,018 Common Shares, referred to herein on the same basis as disclosed in Amendment Nos. 26 and 27 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 1,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on June 29, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,707,493 Common Shares outstanding as of May 31, 2026 (169,000,000 Common Shares outstanding, less 1,292,507 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Elisa Niel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,320,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Reflects 77,070,018 Common Shares, referred to herein on the same basis as disclosed in Amendment Nos. 26 and 27 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 1,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on June 29, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,707,493 Common Shares outstanding as of May 31, 2026 (169,000,000 Common Shares outstanding, less 1,292,507 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Joseph Niel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,320,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Reflects 77,070,018 Common Shares, referred to herein on the same basis as disclosed in Amendment Nos. 26 and 27 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 1,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on June 29, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,707,493 Common Shares outstanding as of May 31, 2026 (169,000,000 Common Shares outstanding, less 1,292,507 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
MILLICOM INTERNATIONAL CELLULAR SA | |
| (c) | Address of Issuer's Principal Executive Offices:
8400 NW 36th Street, Suite 530, Doral,
FLORIDA
, 33166. | |
Item 1 Comment:
This Amendment No. 28 ("Amendment No. 28") to Schedule 13D relates to the Common Shares, par value $1.50 per share (the "Common Shares"), of Millicom International Cellular S.A., a Luxembourg company ("Issuer"), and amends and supplements the initial statement on Schedule 13D filed on February 24, 2023, as previously amended (as so amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 28 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: The New Equity Derivative Transaction, as amended by the Amendment Agreement (both as defined in Item 4 below), is expected to be funded either with the proceeds to be drawn further to a future amendment with a view to upsizing the equity financing transaction with unaffiliated third party financial institutions, as disclosed in Amendment No. 27 to the Schedule 13D, or by funds borrowed from one of the affiliates of Atlas Investissement. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On June 18, 2026, Atlas Investissement amended the New Equity Derivative Transaction (as defined and described in Amendment No. 27 to the Schedule 13D) through the entry into an amendment agreement (the "Amendment Agreement") relating to the Amended Equity Derivative Transaction Agreements (as defined and described in Amendment No. 27 to the Schedule 13D) with an unaffiliated third party financial institution (the "Bank"). Under the New Equity Derivative Transaction as amended by the Amendment Agreement, Atlas Investissement expects to purchase up to an additional 1,250,000 Common Shares on June 29, 2026. The actual timing and the number of Common Shares to be purchased under such transaction will be determined based on the hedging position of the Bank in accordance with certain parameters of the Amended Equity Derivative Transaction Agreements. The Amendment Agreement also increased the applicable maximum equity notional amount under the Amended Equity Derivative Transaction Agreements, which is intended to help Atlas Investissement purchase the maximum number of Common Shares under the Original Equity Derivative Transaction (as defined and described in Amendment No. 27 to the Schedule 13D) and the New Equity Derivative Transaction as planned. In addition, the Amendment Agreement amended the final maturity date under the Amended Equity Derivative Transaction Agreements to June 29, 2026. Except as described in this Item 4, the material terms of the Amended Equity Derivative Transaction Agreements governing the Original Equity Derivative Transaction and the New Equity Derivative Transaction remain the same as previously disclosed in Amendment Nos. 26 and 27 to the Schedule 13D. The foregoing description of the Amendment Agreement is qualified in its entirety by reference to the text of the Amendment Agreement, a copy of which is filed as exhibit to this Amendment No. 28 and incorporated herein by reference. Separately from the above, on June 23, 2026, Atlas Investissement has irrevocably elected cash settlement for the three European-style call spread option transactions contemplated under each of the respective Letter Agreements on Share Option Transaction (as defined and described in Amendment No. 20 to the Schedule 13D). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 11 and 13 of each of the cover pages. | |
| (b) | See Items 7 through 10 of each of the cover pages. | |
| (c) | Except as described in Item 4 above, the Reporting Persons did not effect any transactions in Common Shares during the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 28 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended by adding the following exhibits: 63. Amendment Agreement, dated June 18, 2026, by and between Atlas Investissement SAS and Societe Generale | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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