Vodafone 6-K: Barclays crosses 6% voting-rights threshold

Rhea-AI Filing Summary

Vodafone has filed a Form 6-K (27 June 2025) disclosing a “Major Shareholding Notification” from Barclays PLC. Barclays informed the company on 26 June that, as of 24 June 2025, its aggregate voting interest in Vodafone rose to 6.06%, breaching the 6% disclosure threshold under UK Disclosure Guidance & Transparency Rule 5. This represents 1,482,231,027 voting rights.

Ownership composition

• Direct shareholding: 0.24% (59.3 million shares).
• Financial instruments: 5.82%, primarily cash-settled derivatives—put options (2.28%), call options (2.28%), CFDs (0.17%), equity swaps (0.13%) and a portfolio swap (0.15%).
• Main expiries fall between Oct-2025 and Jun-2028; a physical call option tranche (0.27%) expires between Oct-2025 and Mar-2026.

The previous disclosure showed a 5.86% position; the incremental 0.20 pp increase is entirely derivative-driven. No capital raise, operational update or earnings data accompanied the filing. The notice is informational, signalling tighter market-maker or trading exposure by Barclays rather than a strategic stake. Investors should monitor further threshold movements but need not adjust fundamental valuations of Vodafone based solely on this filing.

Insights

Securities Analyst

TL;DR – Barclays lifts economic exposure to 6.06%, crossing UK 6% threshold; change is derivative-driven with minimal strategic impact on Vodafone.

The notification confirms that Barclays’ aggregate exposure—largely via cash-settled options and swaps—now exceeds 6% of Vodafone’s voting rights. Direct equity continues to be negligible at 0.24%. Because most of the position is held through short-dated trading instruments rather than long-term shares, the move is unlikely to signal corporate activism or meaningful influence over governance. The filing triggers mandatory disclosure but does not alter Vodafone’s share count, capital structure, guidance or credit profile. From a valuation standpoint, there is no immediate catalyst; liquidity and free float remain unchanged. I classify the item as neutral/not impactful for fundamental investors, although short-term trading volumes may see marginal upticks as the derivatives roll off.

Form 6-K: How Foreign Companies Report to the SEC →

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 June 27, 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 27 June 2025 entitled Major Shareholding Notification.

27 June 2025

Major Shareholding Notification

1. Issuer Details

ISIN

GB00BH4HKS39

Issuer Name

VODAFONE GROUP PUBLIC LIMITED COMPANY

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

Barclays PLC

City of registered office (if applicable)

London

Country of registered office (if applicable)

United Kingdom

4. Details of the shareholder

Name	City of registered office	Country of registered office
Barclays Bank PLC	London	United Kingdom

5. Date on which the threshold was crossed or reached

24-Jun-2025

6. Date on which Issuer notified

26-Jun-2025

7. Total positions of person(s) subject to the notification obligation

	% of voting rights attached to shares (total of 8.A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached	0.240000	5.820000	6.060000	1482231027
Position of previous notification (if applicable)	0.240000	5.620000	5.860000

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	Number of indirect voting rights (DTR5.2.1)	% of direct voting rights (DTR5.1)	% of indirect voting rights (DTR5.2.1)
GB00BH4HKS39	6957421	52391711	0.030000	0.210000
Sub Total 8.A	59349132		0.240000%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument	Expiration date	Exercise/conversion period	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
Right to recall	NA	NA	62602163	0.260000
Physical Call Option	17/10/2025- - 20/03/2026	NA	65156702	0.270000
Sub Total 8.B1			127758865	0.530000%

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument	Expiration date	Exercise/conversion period	Physical or cash settlement	Number of voting rights	% of voting rights
CFD	NA	NA	Cash	41218478	0.170000
Put Option	20/10/2025 - 23/12/2026	NA	Cash	559539298	2.280000
Call Option	20/10/2025 - 23/12/2026	NA	Cash	558844017	2.280000
Equity Swap	22/12/2025 - 28/05/2027	NA	Cash	31645365	0.130000
Portfolio Swap	20/08/2025 - 05/06/2028	NA	Cash	36338040	0.150000
Put Option	17/10/2025- - 20/03/2026	NA	Cash	67537832	0.280000
Sub Total 8.B2				1295123030	5.290000%

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person	Name of controlled undertaking	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Barclays PLC	Barclays Bank PLC		5.310000	5.310000%
Barclays PLC	Barclays Capital Securities Limited
Barclays PLC	Barclays Capital Inc.
Barclays PLC	Barclays Investment Solutions Limited
Barclays PLC	BARCLAYS BANK (SUISSE) SA
Barclays PLC	Barclays Bank Ireland PLC

10. In case of proxy voting

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information

Full chain of controlled undertaking:

Barclays PLC

Barclays Bank PLC (100%)

Barclays Capital Securities Limited (100%)

Barclays PLC

Barclays Bank PLC (100%)

Barclays US Holdings Limited (100%)

Barclays US LLC (100%)

Barclays Group US Inc. (100%)

Barclays Capital Inc. (100%)

Barclays PLC

Barclays Bank PLC (100%)

Barclays Investment Solutions Limited (100%)

Barclays PLC

Barclays Bank PLC (100%)

B.P.B. (HOLDINGS) LIMITED (100%)

BARCLAYS BANK (SUISSE) SA (100%)

Barclays PLC

Barclays Bank PLC (100%)

Barclays Bank Ireland PLC (100%)

12. Date of Completion

26-Jun-2025

13. Place Of Completion

London

ENDS

About Vodafone Group 

Vodafone is a leading European and African telecoms company. We provide mobile and fixed services to over 330 million customers in 15 countries, partner with mobile networks in 47 more and have one of the world's largest IoT platforms. In Africa, our financial technology businesses serve almost 83 million customers across seven countries - managing more transactions than any other provider.

Our purpose is to connect for a better future by using technology to improve lives, businesses and help progress inclusive sustainable societies. We are committed to reducing our environmental impact to reach net zero emissions by 2040.

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: June 27, 2025	By: /s/ M D B
	Name: Maaike de Bie
	Title: Group General Counsel and Company Secretary

FAQ

Why did Vodafone (VOD) issue a Major Shareholding Notification on 27 June 2025?

Barclays PLC disclosed that its total voting interest in Vodafone rose to 6.06% on 24 June 2025, crossing the 6% UK reporting threshold.

How many Vodafone voting rights does Barclays now control?

Barclays controls 1,482,231,027 voting rights, equivalent to 6.06% of Vodafone’s issued share capital.

What proportion of Barclays’ position is held through financial instruments?

5.82% of the 6.06% stake is via derivatives (options, CFDs, swaps); only 0.24% is held as ordinary shares.

When was the 6% threshold crossed and when was Vodafone notified?

The threshold was crossed on 24 June 2025; Vodafone received the notification on 26 June 2025.

Does the filing announce any change to Vodafone’s capital structure or strategy?

No. The Form 6-K is purely a disclosure of Barclays’ shareholding; it contains no operational or strategic updates for Vodafone.