UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number 001-40876
IHS Holding Limited
(Translation of Registrant’s name into English)
1 Cathedral Piazza
123 Victoria Street
London SW1E 5BP
United Kingdom
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form
40-F ¨
Transaction Agreements
Agreement and Plan of Merger
On February 17, 2026, IHS Holding Limited, an exempted company with
limited liability registered by way of continuation in the Cayman Islands (the “Company”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with MTN Group Limited, a company incorporated under the laws of South
Africa (“Parent”), Mobile Telephone Networks (Netherlands) B.V., a company incorporated under the laws of the Netherlands
(“Holdings”), and Sub-Merger Co, an exempted company with limited liability incorporated under the laws of the Cayman
Islands and a direct wholly owned subsidiary of Holdings (“Merger Sub”, and collectively with Holdings and Parent,
the “Parent Parties”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein
and in accordance with Part 16 of the Companies Act (as revised) of the Cayman Islands (the “CICA”), Merger Sub will
merge with and into the Company (the “Merger”), with the Company being the surviving company in the Merger (the “Surviving
Company”).
The Company’s board of directors (the “Company Board”)
has unanimously approved the entry into and the performance of the Merger Agreement, the plan of merger to be executed and delivered
by the Company and Merger Sub under the CICA as provided by the terms of the Merger Agreement (the “Plan of Merger”),
and the Merger and the Transactions (as defined below) and recommended that the Company’s shareholders vote in favor of the authorization
and approval (as applicable) of the Merger Agreement, the Plan of Merger, the Merger and the Transactions at the Company Shareholders
Meeting (as defined below).
Subject to the terms and conditions of the Merger Agreement, at the
effective time of the Merger (the “Effective Time”), by virtue of the Merger and the Transactions, and without any
action on the part of the Company, the Parent Parties or the holders of any securities of the Company:
| |
● |
each ordinary share, par value
$0.30 per share, of the Company (each, an “Ordinary Share” and collectively, the “Ordinary Shares”)
issued and outstanding immediately prior to the Effective Time (other than (i) Ordinary Shares held in the Company’s treasury,
owned by Parent or any of its affiliates or subsidiaries (including Merger Sub) but excluding Holdings, or owned by any direct or
indirect wholly owned subsidiary of the Company, which will be treated in accordance with the Merger Agreement, (ii) Ordinary
Shares held by shareholders of the Company who shall have validly exercised and perfected and not effectively withdrawn or lost their
rights to dissent from the Merger, or dissenter rights, in accordance with Section 238 of the CICA, which will be treated in accordance
with the Merger Agreement, and (iii) Ordinary Shares owned by Holdings immediately prior to the Effective Time (“Holdings
Shares”)) will be cancelled, no longer be outstanding, and will automatically cease to exist and have any rights with respect
thereto, except the right to receive $8.50 in cash per Ordinary Share (the “Per Share Merger Consideration”),
without interest thereon, payable in accordance with the Merger Agreement; and |
| |
● |
(i) each of the Holdings Shares
shall remain issued and outstanding and shall not be affected by the Merger and (ii) each ordinary share, par value $1.00 per share,
of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled, no longer issued and outstanding,
and will automatically cease to exist, and no consideration will be delivered in exchange therefor. |
The Per Share Merger Consideration is expected to be financed with
cash and debt facilities of Parent and its affiliates and with cash of the Company and its subsidiaries.
If the Merger is consummated, the Ordinary Shares will be delisted
from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the Company will become a privately held company.
Treatment of Company Equity Awards
The Merger Agreement provides that, effective as of immediately prior
to the Effective Time, by virtue of the Merger and the Transactions, and without any action on the part of the Company, the Parent Parties,
any holders of any securities of the Company or any other person:
| |
● |
each restricted stock unit
award relating to the Ordinary Shares (each, a “Company RSU”) that is outstanding and either vested but unsettled,
or unvested, as of immediately prior to the Effective Time (whether held by a current or former employee or other individual service
provider of the Company or any of the Company’s subsidiaries) shall, in each case, without any regard to vesting conditions,
be fully accelerated and thereafter cancelled, with the holder of such Company RSU becoming entitled to receive at the Effective
Time, in full satisfaction of the rights of such holder with respect thereto, without interest thereon and subject to applicable
withholding Taxes, an amount of cash equal to the product of (i) the Per Share Merger Consideration and (ii) the total number of
Ordinary Shares subject to such Company RSU as of immediately prior to the Effective Time; and |
| |
● |
each performance stock unit
award relating to the Ordinary Shares (each, a “Company PSU”) that is outstanding and either vested but unsettled,
or unvested, as of immediately prior to the Effective Time (whether held by a current or former employee or other individual service
provider of the Company or any of the Company’s subsidiaries) shall, in each case, without any regard to any vesting conditions,
be fully accelerated and thereafter cancelled, with the holder of such Company PSU becoming entitled to receive at the Effective
Time, in full satisfaction of the rights of such holder with respect thereto, without interest thereon and subject to applicable
withholding Taxes, an amount of cash equal to the product of (i) the Per Share Merger Consideration and (ii) the total number of
Ordinary Shares subject to such Company PSU as of immediately prior to the Effective Time; provided that, for purposes of determining
the number of Ordinary Shares subject to each Company PSU outstanding immediately prior to the Effective Time for purposes of Section
2.4(b) of the Merger Agreement, applicable performance goals will be deemed to be achieved with respect to each such Company PSU
at maximum level of performance. |
Conditions to Closing
Under the terms of the Merger Agreement, the completion of the Merger
is subject to certain closing conditions, including, among others: (i) the approval of the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby (the “Transactions”), including the Merger, by the affirmative vote of the holders
of at least two-thirds (in person or by proxy) of the voting power of Ordinary Shares, voting together as a single class, entitled to
vote and actually voting at the Company Shareholders Meeting (as defined below) (the “Company Shareholder Approval”);
(ii) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality
qualifications; (iii) performance by the parties of their respective obligations under the Merger Agreement in all material respects;
(iv) the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Merger (a “Legal
Restraint”); (v) receipt of the requisite regulatory approvals under specified antitrust laws; (vi) the Company and its subsidiaries
holding an amount of cash equal to $998,123,782 (subject to adjustment) to be applied towards the payment of consideration for the Merger
(the “Required Cash Condition”); (vii) the Company’s operating cash amount being equal to or exceeding $355,000,000
(the “Minimum Operating Cash Condition”), which amount will be determined after deducting certain payments to be made
by the Company in connection with the Transactions; (viii) the Company’s total gross indebtedness not exceeding specified amounts;
and (ix) the absence of any fact, event, occurrence, violation, inaccuracy, circumstance, change, effect, event, development or other
matter that, individually or in the aggregate, is or would reasonably be expected to have a material adverse effect on the condition,
business, assets, liabilities or results of operations of the Company and its subsidiaries or prevent, materially delay or impair the
consummation by the Company of the Merger on or after the date of the Merger Agreement that is continuing as of the closing of the Merger.
The completion of the Merger is not subject to any condition related to Parent’s ability to obtain financing. In addition to the
foregoing conditions set forth in the Merger Agreement, the Company’s ability to satisfy some of these requirements is dependent
upon the successful completion of the sales of both its Latin American tower and fiber operations, announced on February 17, 2026, and
February 11, 2026, respectively.
Non-Solicitation and Other Terms of the Merger Agreement
The Merger Agreement contains customary representations, warranties
and covenants made by each of the Company, Parent and Merger Sub, including, among others, covenants by the Company regarding the conduct
of its business during the pendency of the Transactions and other matters.
The Merger Agreement contains customary non-solicitation restrictions
prohibiting the Company, its subsidiaries and their respective representatives from soliciting alternative acquisition proposals from
third parties or providing information to or participating in discussions or negotiations with third parties regarding alternative acquisition
proposals, subject to customary exceptions relating to proposals that the Company Board determines in good faith after consultation with
its financial advisors and outside counsel constitute, or would reasonably be likely to lead to, a proposal by (a) a third party pursuant
to which such third party would acquire, directly or indirectly, 100% of the Ordinary Shares (which threshold is determined in accordance
with the terms set forth in the Merger Agreement) or (b) a single third party pursuant to which such third party would acquire, directly
or indirectly, all or substantially all of the consolidated assets of the Company and its subsidiaries, in each case, (i) on terms that
the Company Board has determined in its good faith judgment would be more favorable from a financial point of view to the Company’s
shareholders (other than the Parent Parties and their affiliates) than the Merger (taking into account all relevant factors, including
the identity of the counterparty) and (ii) it has been demonstrated to the satisfaction of the Company Board in its good faith judgment
that adequate arrangements have been made with respect to financing required to consummate such proposal (a “Superior Proposal”)
and that the failure to take such action would be reasonably likely to violate the directors’ fiduciary duties under applicable
law.
The Company will provide to its shareholders a proxy statement describing
the Merger, the Merger Agreement, the procedures for voting in person or by proxy at an extraordinary general meeting of its shareholders
(the “Company Shareholders Meeting”) and various other details related to the Company Shareholders Meeting as soon
as reasonably practicable after the date of the Merger Agreement in accordance with applicable law, the Company’s organizational
documents and the Merger Agreement. The Company will schedule, publish notice of, and convene the Company Shareholders Meeting as soon
as reasonably practicable after the clearance of the Schedule 13E-3 by the SEC in accordance with applicable law, the Company’s
organizational documents and the Merger Agreement.
In addition, each of the Parent Parties and the Company have agreed
to use their respective commercially reasonable efforts to promptly consummate the Transactions, including taking all actions and doing
all things necessary, proper or advisable under the Merger Agreement and applicable law to consummate and make effective as promptly
as practicable after February 17, 2026, the Transactions, including obtaining the requisite regulatory approvals, subject to certain
limitations as set forth in the Merger Agreement.
Termination and Fees
The Company and Parent may each terminate the Merger Agreement under
certain specified circumstances, including, among others, (i) if the Merger is not consummated on or before 5:00 p.m., Eastern Time,
on November 17, 2026, as may be extended by mutual written consent of the Company and Parent, and as shall be extended automatically
by an additional 45 days if the Required Cash Condition or the Minimum Operating Condition is not satisfied (subject to further extensions
on the terms set forth in the Merger Agreement), (ii) if a final and non-appealable Legal Restraint is in effect (subject to the terminating
party having used its reasonable best efforts to remove such Legal Restraint), (iii) if the Company Shareholder Approval is not obtained
at the Company Shareholders Meeting (including any due adjournment thereof) to approve the Merger, (iv) under certain specified circumstances
related to the other party’s breach of any representation, warranty, covenant or agreement contained in the Merger Agreement and
(v) prior to the Company Shareholders Meeting, (x) solely in the case of termination by Parent, if the Company Board effects an adverse
recommendation change, including, among other actions, adopting, approving or recommending an Alternative Proposal (as defined below)
or failing to recommend that the Company’s shareholders give the Company Shareholder Approval (an “Adverse Recommendation
Change”), or (y) solely in the case of termination by the Company, the Company enters into a definitive agreement with respect
to a Superior Proposal, in each case, on the terms set forth in the Merger Agreement. In certain circumstances, including if the Company
terminates the Merger Agreement in connection with an Adverse Recommendation Change or to enter into a definitive agreement with respect
to a Superior Proposal, the Company would be required to pay Parent a termination fee of $104,290,000 in cash, in each case, on the terms
set forth in the Merger Agreement. Additionally, if the Merger Agreement is terminated under certain specified circumstances related
to Parent’s breach of any representation, warranty, covenant or agreement contained in the Merger Agreement or Parent’s failure
to consummate the closing of the Merger, Parent would be required to pay the Company a termination fee of $148,980,000 in cash.
The Company issued a press release on February 17, 2026, announcing
the execution of the Merger Agreement. A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1.
The foregoing description of the Merger Agreement and the Transactions
contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the Merger Agreement, which the
Company will be filing on Form 6-K.
Support Agreements
On February
17, 2026, Parent and Holdings entered into a voting and support agreement with the Company (the “Parent Support Agreement”)
with respect to the Parent Covered Shares (as defined below). As of the date of the Parent Support Agreement, Holdings is the record
and beneficial owner of 85,176,719
Ordinary Shares (the “Parent Covered Shares”).
On February
17, 2026, Parent and Oranje-Nassau Développement S.C.A., FIAR (“OND”) entered into a voting and support agreement
with the Company (the “OND Support Agreement”) with respect to the OND Covered Shares (as defined below). As of the
date of the OND Support Agreement, OND is the record and beneficial owner of 62,975,396
Ordinary Shares (the “OND Covered Shares”).
Pursuant to the Parent Support Agreement and the OND Support Agreement,
respectively, Holdings has agreed to, among other things, vote the Parent Covered Shares, and OND has agreed to, among other things,
vote the OND Covered Shares: (i) in favor of the authorization and approval of the Merger Agreement, the Plan of Merger (including the
adoption of the articles of association of the Surviving Company from the Effective Time) and the Transactions, including the Merger,
and any other action reasonably requested by the Company in furtherance thereof, (ii) in favor of any proposal to adjourn a meeting of
the shareholders of the Company to solicit additional proxies in favor of the Merger Agreement, the Plan of Merger (including the adoption
of the articles of association of the Surviving Company from the Effective Time) and the Transactions, including the Merger, and (iii)
against any proposal or offer other than from the Parent Parties or their respective affiliates with respect to any transaction that
would result in any third party beneficially owning 20% or more of the Company’s outstanding equity interests or consolidated total
assets (an “Alternative Proposal”) or any other transaction, proposal, agreement or action made in opposition to the
Merger or in competition or inconsistent with the Transactions, including the Merger.
The foregoing description of the Support Agreements is subject to,
and is qualified in its entirety by reference to, the full terms of the Support Agreements, which the Company will be filing on Form
6-K.
Cautionary Note Regarding Forward-Looking Statements
This document contains forward-looking statements. We intend such
forward-looking statements to be covered by relevant safe harbor provisions for forward-looking statements (or their equivalent) of any
applicable jurisdiction, including those contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this document may be forward-looking
statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “targets,”
“commits,” “projects,” “contemplates,” “believes,” “estimates,” “forecast,”
“predicts,” “potential” or “continue” or the negative of these terms or other similar expressions.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial
trends that we believe may affect our business, financial condition and results of operations, and while we believe such information
forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements
are inherently uncertain and investors are cautioned not to unduly rely upon these statements. You should read this press release and
the documents that we reference in this press release with the understanding that our actual future results, performance and achievements
may be materially different from what we expect. Further information on such assumptions, risks and uncertainties is available in our
filings with the US Securities and Exchange Commission, including our Annual Report on Form 20-F for the fiscal year ended December 31,
2024. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as
of the date of this press release. Except as required by applicable law, we do not assume, and expressly disclaim, any obligation to
publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information,
future events or otherwise.
EXHIBIT INDEX
| Exhibit |
|
Description |
| 99.1 |
|
Press release of IHS Holding
Limited dated February 17, 2026 entitled “IHS to be acquired by MTN for approximately $6.2 billion.” |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
IHS Holding
Limited |
| |
|
| Dated: February 17, 2026 |
By: |
/s/
Steve Howden |
| |
|
Steve
Howden |
| |
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1

IHS Towers Announces
Proposed Sale to MTN Group Limited for Approximately $6.2 billion
Proposed sale provides certainty
and immediate returns for IHS Towers shareholders
KEY HIGHLIGHTS
| | · | IHS
Towers shareholders will receive $8.50 per share in cash, representing: |
| | o | Approximately
239% premium over IHS Towers’ share price at the announcement of the Company’s
strategic review on March 12, 2024 |
| | o | Approximately
36% premium to the 52-week Volume-Weighted Average Price (VWAP) |
| | o | Approximately
3% premium over IHS Towers unaffected closing share price of $8.23 on February 4, 2026 |
| | · | Transaction
values IHS Towers at an enterprise value of approximately $6.2 billion |
| | · | Transaction enables IHS Towers’
shareholders to crystallize the significant value created during the company’s strategic
review process |
| | · | MTN has agreed to vote all of
its IHS shares in favor of the transaction, and long-term IHS Towers’ shareholder,
Wendel, has also provided a letter of support to vote in favor of the transaction. |
February 17, 2026, London/New
York: IHS Holding Limited, (NYSE: IHS) (“IHS Towers” or the “Company”), one of the largest independent owners,
operators and developers of shared communications infrastructure in the world by tower count, has today announced that it has entered
into a merger agreement (the “Agreement”) to be acquired by MTN Group Limited (“MTN”), a pan-African mobile operator,
for $8.50 per ordinary share, in an all-cash transaction that values IHS Towers at an enterprise value of approximately $6.2 billion.
Under the terms of the
Agreement, IHS Towers shareholders will receive $8.50 per ordinary share in cash, representing a premium of approximately 239% premium
over IHS Towers’ share price at the announcement of the Company’s strategic review on March 12, 2024. It also represents
a premium of approximately 36% to the 52-week volume-weighted average price as of February 4, 2026, and a premium of approximately 3%
over IHS Towers’ unaffected closing share price of $8.23 on February 4, 2026, when public reports indicated that negotiations with
MTN were ongoing. The transaction provides shareholders with an immediate and certain opportunity to realize the value generated since
the announcement of the Company’s strategic review on March 12, 2024, which was initiated during a period of sustained geopolitical
and macroeconomic volatility in key operating markets.
IHS Towers’ Board
of Directors, has unanimously approved the Agreement and the transaction, and resolved to recommend approval of the Agreement and the
transaction by IHS Towers’ shareholders.
MTN has agreed to vote
all of its IHS shares in favor of the transaction, and long-term IHS Towers’ shareholder, Wendel, has also provided a letter of
support to vote in favor of the transaction. With these two shareholders combined, more than 40% shareholder agreement or support has
been secured for this proposed transaction to conclude. Upon completion of the transaction, IHS Towers’ ordinary shares will no
longer be publicly listed, and IHS Towers will become a wholly owned subsidiary of MTN.

Sam Darwish, Chairman
& CEO, IHS Towers, commented, “Today’s announcement creates a compelling opportunity that provides certainty and
immediate returns for our shareholders, enabling them to crystallize the significant value generated during our strategic review. The
proposed transaction deepens our long-standing partnership with MTN, as it combines Africa’s largest mobile network operator with
one of its largest digital infrastructure platforms, and underscores the strong connection between IHS Towers and the African continent.
I would like to take
this opportunity to thank our colleagues, customers and partners for their support over the past 25 years, as IHS Towers has grown from
a single tower in one market to an eleven-country portfolio of approximately 40,000 towers at its peak.”
Ralph Mupita, Group
President and CEO, MTN, commented, “This proposed transaction is a pivotal step in further strengthening MTN Group’s
strategic and financial position for a future where digital infrastructure will become ever more essential to Africa’s growth and
development. This transaction gives us a unique opportunity to buy back our towers and strengthen our ability to be partners for progress
to the nation states in which we operate.”
“For IHS customers
and partners across the continent, we commit to continuing high standards of service and the right governance of what is the largest
standalone and integrated tower company in Africa, enabled by the excellent people within IHS.”
The transaction is expected
to close in 2026, and is subject to certain closing conditions, including shareholder and regulatory approvals. The transaction will
be funded through the rollover of MTN’s existing approximately 24% fully diluted stake in IHS Towers, together with approximately
$1.1 billion of cash from MTN, approximately $1.1 billion of cash from IHS Towers’ balance sheet, and the rollover of no more than
the existing IHS Towers debt. The Company will also be required to have minimum cash of $355 million on balance sheet at closing. The
Company’s ability to satisfy some of these requirements is dependent upon the successful completion of the sales of both its Latin
American tower and fiber operations, announced on February 17, 2026, and February 11, 2026, respectively.
The foregoing description
of the Agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full
terms of the Agreement, which IHS Towers will be filing on Form 6-K.
Advisors
J.P. Morgan is acting as
financial advisor to IHS Towers, and Latham & Watkins LLP and Walkers (Cayman) LLP are acting as legal counsel to IHS Towers.
BofA Securities and Citigroup Global Markets Limited are acting as financial advisors to MTN; Cravath, Swaine & Moore LLP are acting
as legal advisors.
---ENDS---
About IHS Towers:
IHS Towers is one of the largest independent owners, operators and developers of shared communications infrastructure in the world by
tower count and is solely focused on the emerging markets. The Company has over 37,000 towers across its seven markets, including Brazil,
Cameroon, Colombia, Côte d’Ivoire, Nigeria, South Africa and Zambia. For more information, please email: communications@ihstowers.com
or visit: www.ihstowers.com

About MTN Group:
Launched in 1994, the MTN Group is a leading digital operator with a clear vision to lead the delivery of a bold new digital world to
our customers. We are inspired by our belief that everyone deserves the benefits of a modern connected life. The MTN Group is listed
on the JSE Securities Exchange in South Africa under the share code ‘MTN’. Our purpose is Leading digital solutions for
Africa’s progress.
Cautionary Language
Regarding Forward-Looking Statements
This document contains
forward-looking statements, including regarding the closing of future transactions. We intend such forward-looking statements to be covered
by relevant safe harbor provisions for forward-looking statements (or their equivalent) of any applicable jurisdiction, including those
contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements other than statements of historical facts contained in this document may be forward-looking statements. In some cases,
you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “targets,” “commits,”
“projects,” “contemplates," “believes,” “estimates,” “forecast,” “predicts,”
“potential” or “continue” or the negative of these terms or other similar expressions. We have based these forward-looking
statements largely on our current expectations and projections about future events and financial trends that we believe may affect our
business, financial condition and results of operations, and while we believe such information forms a reasonable basis for such statements,
such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are
cautioned not to unduly rely upon these statements. You should read this press release and the documents that we reference in this press
release with the understanding that our actual future results, performance and achievements may be materially different from what we
expect. Further information on such assumptions, risks and uncertainties is available in our filings with the US Securities and Exchange
Commission, including our Annual Report on Form 20-F for the fiscal year ended December 31, 2024. We qualify all of our forward-looking
statements by these cautionary statements. These forward-looking statements speak only as of the date of this press release. Except as
required by applicable law, we do not assume, and expressly disclaim, any obligation to publicly update or revise any forward-looking
statements contained in this press release, whether as a result of any new information, future events or otherwise.