MTN explores full acquisition of IHS Towers (NYSE: IHS) in early talks

Rhea-AI Filing Summary

IHS Holding Limited reported that it has been approached by MTN Group Limited about a potential acquisition of all IHS Towers shares MTN does not already own. The approach is non-binding, discussions are ongoing, and there is no agreement or certainty that any transaction will occur.

The company stresses that this update does not announce a deal and final terms, if any, are undecided. IHS Towers operates over 37,000 telecommunications towers across seven emerging markets, including Brazil, Nigeria, South Africa and other countries.

Positive

• MTN Group Limited is in discussions to acquire all remaining IHS Towers shares, signaling potential for a transformative control transaction that could crystallize value for existing shareholders if definitive terms are ultimately agreed.

Negative

• None.

Insights

M&A and corporate actions analyst

Potential full acquisition of IHS Towers by MTN is under discussion but remains uncertain.

IHS Towers confirms ongoing talks with MTN Group Limited about a potential acquisition of all remaining shares MTN does not own. This indicates interest in a possible control transaction that could lead to a change in ownership structure if a deal is agreed.

The company makes clear the approach is non-binding, not yet agreed and with no certainty of completion or known terms. That language signals early-stage or exploratory negotiations where price, structure and timing are still open, so actual outcomes for shareholders cannot be inferred from this disclosure alone.

The statement explicitly notes it should not be construed as announcing a transaction, underlining that shareholders face deal uncertainty. Future company filings or announcements, if any agreement is reached or talks are terminated, would provide clarity on valuation, form of consideration and strategic direction.

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 offices)

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  ¨ 

On February 05, 2026, IHS Holding Limited issued a statement confirming it has been approached by MTN Group Limited regarding a potential acquisition of all remaining shares of the Company that it does not own, a copy of which is furnished herewith as Exhibit 99.1 to this Report on Form 6-K.

Exhibit No.		Description
99.1		Press Release of IHS Holding Limited, dated February 05, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IHS Holding Limited
Date: February 05, 2026	By:	/s/ Steve Howden
		Steve Howden
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

IHS Towers Confirms Approach by MTN Group Limited

February 5, 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, today issues the following statement to its shareholders and the market in general having noted the Cautionary Announcement distributed on February 5, 2026, by MTN Group Limited (“MTN”) regarding a potential acquisition of further shares of the Company.

IHS Towers confirms that discussions are ongoing with MTN regarding a potential acquisition by MTN of all remaining shares it does not already own in IHS Towers.

The approach is non-binding, has not been agreed and there is no certainty that a transaction will be agreed upon, or as to the final terms of any such agreement. This update should not be construed as announcing a transaction.

---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

Cautionary Language 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.

FAQ

What did IHS (IHS Holding Limited) announce in this 6-K filing?

IHS Holding Limited announced that it is in ongoing, non-binding discussions with MTN Group Limited about a potential acquisition of all remaining IHS Towers shares MTN does not already own, while emphasizing there is no agreement or certainty any transaction will occur.

Is MTN Group Limited acquiring all of IHS Towers (IHS) now?

No, MTN has not yet acquired IHS Towers. IHS states that MTN’s approach is non-binding, no agreement has been reached, and there is no certainty a transaction will be agreed or completed, so the announcement does not constitute confirmation of a deal.

How many towers does IHS Holding Limited (IHS) operate and where?

IHS Towers operates over 37,000 telecommunications towers across seven emerging markets. Its footprint includes Brazil, Cameroon, Colombia, Côte d’Ivoire, Nigeria, South Africa and Zambia, positioning the company as one of the largest independent tower owners globally by tower count.

What is the significance of MTN’s potential acquisition of IHS (IHS Towers)?

MTN’s potential acquisition of all remaining IHS shares would represent a major change in ownership if completed. It could shift IHS from a widely held public company toward MTN control, but terms, valuation and likelihood of completion remain unspecified and uncertain at this stage.

Does IHS (IHS Towers) provide any transaction terms or price in this update?

No specific transaction terms or price are provided. IHS explains that discussions with MTN are ongoing and non-binding, with no agreed deal and no certainty on whether a transaction will be reached or what its final terms, including valuation, might be.

What cautionary statements does IHS (IHS Towers) include about forward-looking information?

IHS notes the document contains forward-looking statements based on current expectations that are inherently uncertain. It cites safe harbor protections and directs investors to its Form 20-F for the year ended December 31, 2024 for detailed risk factors that could cause actual results to differ.