[6-K] Vodafone Group PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Vodafone Group PLC (VOD) filed a Form 6-K disclosing its UK block-listing six-monthly return for four employee equity plans covering the period 1 Feb – 31 Jul 2025.

• Global Incentive Plan: 501,180 ordinary shares were issued during the six months, reducing the unissued balance to 10,791,070.
• 2008 Sharesave Option Scheme: No shares issued; balance remains 681,004.
• Vodafone Share Incentive Plan: No shares issued; balance remains 934,013.
• 1999 AirTouch Exchange Programme: No shares issued; balance remains 40,213.

Total new issuance across all schemes was 501,180 shares, implying de-minimis dilution (≈0.02 % of the 28.7 bn shares outstanding). No increases to the authorised block limits were requested. The filing is administrative, confirming continued capacity for share-based remuneration without signalling additional equity raising or material financial impact.

Positive

• Limited dilution: only 501,180 shares issued, ~0.02 % of shares outstanding.
• Compliance transparency: timely six-monthly return satisfies UK Listing Rule 20.6 requirements without governance concerns.

Negative

• Ongoing share-based compensation: 12.4 m shares remain authorised, representing potential future dilution.
• No offsetting repurchase detail: filing does not indicate buy-backs to neutralise SBC impact.

Insights

Equity Analyst

TL;DR: Minor share issuance (0.02 %) under incentive plan; immaterial dilution, routine disclosure.

From a capital structure perspective, issuing 501k shares against a multibillion share count barely affects per-share metrics. The remaining authorised pool of 12.4 m shares (all schemes combined) equates to <1 % of shares in issue and is consistent with historic SBC levels. Investors should view this 6-K as procedural; it neither alters guidance nor signals buy-back activity. Monitoring cumulative SBC versus buy-backs remains prudent, but today’s data point is neutral.

Corporate Governance Specialist

TL;DR: Filing evidences compliance with UKLR 20.6; no governance red flags.

The company meets UK disclosure rules by reporting unallotted and allotted shares for each scheme, demonstrating transparency in equity compensation. Nil increases to block authorities indicate responsible stewardship. The sizeable remaining pool under the Global Incentive Plan (10.8 m) will continue to fund long-term incentives; shareholders should weigh this against dilution limits in the remuneration policy.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULES 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Dated August 01, 2025

Commission File Number: 001-10086

VODAFONE GROUP

PUBLIC LIMITED COMPANY

(Translation of registrant’s name into English)

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN, ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ✓ Form 40-F _

This Report on Form 6-K contains a Stock Exchange Announcement dated 01 August 2025 entitled ‘Block listing Interim Review’.

1 August 2025

BLOCK LISTING SIX MONTHLY RETURN

Date: 1 August 2025 

Name of applicant:		VODAFONE GROUP PLC
Name of scheme:		2008 Sharesave Option Scheme
Period of return:	From:	1 February 2025	To:	31 July 2025
Balance of unallotted securities under scheme(s) from previous return:		681,004
Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):		NIL
Less: Number of securities issued/allotted under scheme(s) during period (see UKLR 20.6.7G):		NIL
Equals: Balance under scheme(s) not yet issued/allotted at end of period:		681,004

Name of contact:	Susan Swabey
Telephone number of contact:	+44 (0) 7833 238 033

BLOCK LISTING SIX MONTHLY RETURN

Date: 1 August 2025

Name of applicant:		VODAFONE GROUP PLC
Name of scheme:		Vodafone Share Incentive Plan
Period of return:	From:	1 February 2025	To:	31 July 2025
Balance of unallotted securities under scheme(s) from previous return:		934,013
Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):		NIL
Less: Number of securities issued/allotted under scheme(s) during period (see UKLR 20.6.7G):		NIL
Equals: Balance under scheme(s) not yet issued/allotted at end of period:		934,013

Name of contact:	Susan Swabey
Telephone number of contact:	+44 (0) 7833 238 033

BLOCK LISTING SIX MONTHLY RETURN

Date: 1 August 2025

Name of applicant:		VODAFONE GROUP PLC
Name of scheme:		The Vodafone Global Incentive Plan
Period of return:	From:	1 February 2025	To:	31 July 2025
Balance of unallotted securities under scheme(s) from previous return:		11,292,250
Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):		NIL
Less: Number of securities issued/allotted under scheme(s) during period (see UKLR 20.6.7G):		501,180
Equals: Balance under scheme(s) not yet issued/allotted at end of period:		10,791,070

Name of contact:	Susan Swabey
Telephone number of contact:	+44 (0) 7833 238 033

Date: 1 August 2025

Name of applicant:		VODAFONE GROUP PLC
Name of scheme:		The Vodafone AirTouch 1999 Exchange Programme
Period of return:	From:	1 February 2025	To:	31 July 2025
Balance of unallotted securities under scheme(s) from previous return:		40,213
Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):		NIL
Less: Number of securities issued/allotted under scheme(s) during period (see UKLR 20.6.7G):		NIL
Equals: Balance under scheme(s) not yet issued/allotted at end of period:		40,213

Name of contact:	Susan Swabey
Telephone number of contact:	+44 (0) 7833 238 033

ENDS

About Vodafone

Vodafone is a leading European and African telecoms company.

We serve over 340 million mobile and broadband customers, operating networks in 15 countries with investments in a further five and partners in over 40 more. Our undersea cables transport around a sixth of the world's internet traffic, and we are developing a new direct-to-mobile satellite communications service to connect areas without coverage. Vodafone runs one of the world's largest IoT platforms, with over 215 million IoT connections, and we provide financial services to around 88 million customers across seven African countries - managing more transactions than any other provider.

From the seabed to the stars, Vodafone's purpose is to keep everyone connected.

For more information, please visit www.vodafone.com follow us on X at @VodafoneGroup or connect with us on LinkedIn at www.linkedin.com/company/vodafone.

For more information, please contact:
Investor Relations:	investors.vodafone.com	ir@vodafone.co.uk	Media Relations:	Vodafone.com/media/contact	GroupMedia@vodafone.com
Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679

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 authorised.

	VODAFONE GROUP
	PUBLIC LIMITED COMPANY
	(Registrant)
Date: August 01, 2025	By: /s/ M D B
	Name: Maaike de Bie
	Title: Group General Counsel and Company Secretary

FAQ

What did Vodafone (VOD) disclose in its 1 Aug 2025 Form 6-K?

Vodafone provided a six-monthly UK block-listing return, detailing shares issued and remaining under four employee equity schemes.

How many new Vodafone shares were issued under employee plans during H1 FY25?

501,180 shares were allotted under the Vodafone Global Incentive Plan; other schemes issued none.

What is the remaining share pool available for Vodafone’s Global Incentive Plan?

After issuance, 10,791,070 shares remain authorised but unallocated.

Does this filing affect Vodafone’s earnings or guidance?

No. The disclosure is administrative and does not include earnings or forward-looking guidance.

What is the potential dilution from unissued shares across all schemes?

Unissued shares total about 12.4 m, under 0.05 % of Vodafone’s outstanding share count.