Vodafone Receives Major Shareholding Notice as Barclays Hits 6.11% Stake

Rhea-AI Filing Summary

Vodafone Group PLC has filed a Form 6-K reporting a “Major Shareholding Notification” from Barclays PLC. On 18 Jul 2025 Barclays crossed the UK 6 % disclosure threshold and, as of that date, controls 6.11 % of Vodafone’s voting rights (≈148.3 million), up from 6.06 %. The bank officially notified Vodafone on 22 Jul 2025.

Only 0.12 % of the holding is via ordinary shares, while 5.99 % is held through a variety of financial instruments. Key exposures include cash-settled put options (1.91 % of votes), cash-settled call options (2.70 %), swaps/CFDs (0.47 %) and other options/rights (0.68 %). The voting rights are primarily held through Barclays Bank PLC (5.47 % via instruments) within a chain of wholly owned subsidiaries. No operational or financial guidance changes were provided; the filing is limited to ownership disclosure.

Insights

Securities Analyst

TL;DR: Barclays lifts economic exposure in VOD to 6.11 %; impact modest and mainly derivative-driven.

Barclays’ incremental increase (≈5 bp) signals marginally higher institutional interest, but the substantive point is composition: less than 0.2 % of votes are held outright, while >5.9 % sits in options, swaps and CFDs. Derivative stakes can unwind quickly and seldom convey long-term strategic commitment, so governance influence remains limited. The filing triggers transparency rather than changing Vodafone’s fundamentals; therefore, valuation impact should be muted.

Corporate Governance Expert

TL;DR: Ownership threshold crossed, but derivative nature tempers governance significance.

Crossing 6 % obliges Barclays to disclose under UK DTR5, enhancing visibility for other investors. While headline percentage appears material, the tiny 0.12 % shareholding curtails voting power at AGMs unless instruments are converted or exercised. Cash-settled options offer no direct votes, suggesting Barclays is more likely pursuing trading or hedging strategies than an activist agenda. Hence, board dynamics and control landscape for Vodafone remain effectively unchanged.

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 July 23, 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 23 July 2025 entitled ‘Major Shareholding Notification’.

23 July 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 financial instruments

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

5. Date on which the threshold was crossed or reached

18-Jul-2025

6. Date on which Issuer notified

22-Jul-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	0.120000	5.990000	6.110000	1482984548
Position of previous notification (if applicable)	0.040000	6.020000	6.060000

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	7576971	20673415	0.030000	0.090000
Sub Total 8.A	28250386		0.120000%

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	n/a	n/a	90461533	0.370000
Physical Call Option	17/10/2025- - 20/03/2026	n/a	76380580	0.310000
Sub Total 8.B1			166842113	0.680000%

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	n/a	n/a	Cash	41751937	0.170000
Equity Swap	22/12/2025	n/a	Cash	28758419	0.120000
Portfolio Swap	13/08/2025 - 05/06/2028	n/a	Cash	42872780	0.180000
Put Option	20/10/2025 - 23/12/2026	n/a	Cash	463104272	1.910000
Call Option	20/10/2025 - 23/12/2026	n/a	Cash	655110355	2.700000
Put Option	17/10/2025- - 20/03/2026	n/a	Physical	56294286	0.230000
Sub Total 8.B2				1287892049	5.310000%

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		5.470000	5.470000%
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

22-Jul-2025

13. Place Of Completion

London

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 205 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: July 23, 2025	By: /s/ M D B
	Name: Maaike de Bie
	Title: Group General Counsel and Company Secretary

FAQ

What stake does Barclays now hold in Vodafone (VOD)?

Barclays controls 6.11 % of Vodafone’s voting rights, representing about 148.3 million votes.

When did Barclays cross the 6 % disclosure threshold?

The threshold was crossed on 18 July 2025 and disclosed to Vodafone on 22 July 2025.

How much of Barclays’ stake is held as ordinary shares?

Only 0.12 % of Vodafone’s voting rights are held via ordinary shares; the rest are through financial instruments.

Which Barclays entity holds the majority of the instruments?

The exposure is mainly booked under Barclays Bank PLC, responsible for 5.47 % through financial instruments.

Does this filing affect Vodafone’s earnings or guidance?

No. The Form 6-K solely reports an ownership change and contains no operational or financial updates.