Vodafone (NASDAQ: VOD) starts €500m share buyback to cut share capital

Rhea-AI Filing Summary

Vodafone Group Plc has launched a share buyback programme of up to €500 million of its ordinary shares with a nominal value of US$0.20 each. The company has given Goldman Sachs International a non-discretionary mandate to repurchase shares from 5 February 2026 to no later than 11 May 2026, acting as riskless principal and then selling the shares on to Vodafone.

The purchases will be made on the London Stock Exchange and certain multilateral trading facilities under Vodafone’s shareholder authority to buy back up to 3,715,558,736 shares granted at the 2025 AGM. The stated purpose of the programme is to reduce share capital, with repurchased shares to be held in treasury and then either cancelled or used to satisfy employee share awards.

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Equity Capital Markets Analyst

Vodafone launches a €500m buyback to reduce share capital.

Vodafone is initiating a share repurchase of up to €500 million of ordinary shares via Goldman Sachs International, running from 5 February 2026 to no later than 11 May 2026. GSI will act as riskless principal and immediately on-sell shares to Vodafone.

The programme operates under an existing shareholder authority allowing repurchase of up to 3,715,558,736 shares and follows regulatory price and volume conditions under relevant UK and EU rules. The company states the sole purpose is to reduce share capital, with shares first held as treasury stock and later cancelled or used for employee share awards.

Actual effects will depend on how much of the €500 million target is deployed during the authorised period and the extent to which repurchased shares are ultimately cancelled versus allocated to employee plans, as described in future company communications.

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 February 05, 2026

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 05 February 2026 entitled ‘€500 MILLION SHARE BUYBACK PROGRAMME TO COMMENCE’.

05 FEBRUARY 2026

€500 MILLION SHARE BUYBACK PROGRAMME TO COMMENCE

Vodafone Group Plc ("Vodafone") today announces that it will commence a share repurchase programme of ordinary shares in the share capital of Vodafone of US$0.20 each (the "Ordinary Shares") up to a maximum consideration of €500 million (the "Programme").

Vodafone announces that it has given a non-discretionary instruction to Goldman Sachs International ("GSI") in relation to the purchase by GSI, acting as riskless principal during the period commencing on 05 February 2026 and ending no later than 11 May 2026, of Ordinary Shares for a target expense amount of no greater than €500 million and the simultaneous on-sale of such Ordinary Shares by GSI to Vodafone.

Any purchase of Ordinary Shares done in relation to this announcement will be carried out on the London Stock Exchange and Multilateral Trading Facilities, as defined by the Directive 2014/65/EU on markets in financial instruments (including the delegated and implementing acts adopted under it) as implemented, retained, amended, extended, re-enacted or otherwise given effect in the United Kingdom from 1 January 2021 and as amended or supplemented in the United Kingdom thereafter, and executed in accordance with the UK Listing Rules and Vodafone's general authority to make market purchases of Ordinary Shares granted by shareholders at the 2025 Annual General Meeting ("2025 AGM") pursuant to which the Company is authorised to repurchase up to 3,715,558,736 Ordinary Shares. The sole purpose of the Programme is to reduce share capital. Ordinary Shares acquired by GSI will be subsequently repurchased by Vodafone, held as treasury shares and then either cancelled or allocated to employee share awards as they fall due.

The Ordinary Shares will be purchased in accordance with the price and volume conditions set out in the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buyback programmes and stabilisation measures as implemented, retained, amended, extended, re-enacted or otherwise given effect in the United Kingdom from 1 January 2021 and as amended or supplemented in the United Kingdom thereafter.

Details of the authority granted at the 2025 AGM can be found within the 2025 Notice of Meeting on our website.

- ends -

For more information, please contact:
Investor Relations:	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

About Vodafone

Vodafone is a leading European and African telecoms company.

We serve over 360 million mobile and broadband customers, operating networks in 15 countries with investments in a further five and partners in over 40 more. We have capacity on more than 70 subsea cable systems - the backbone of the internet - 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 230 million IoT connections globally, and we provide financial services to around 94 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.

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: February 05, 2026	By: /s/ M D B
	Name: Maaike de Bie
	Title: Group General Counsel and Company Secretary



FAQ

What did Vodafone (VOD) announce in its latest Form 6-K?

Vodafone announced a new share buyback programme of up to €500 million of ordinary shares. The buyback will run under a non-discretionary mandate with Goldman Sachs International and is intended primarily to reduce the company’s share capital over the stated programme period.

How large is Vodafone’s new share buyback programme?

The buyback authorises purchases of ordinary shares for a maximum aggregate consideration of €500 million. This amount represents the target expense for Goldman Sachs International when repurchasing shares and then on-selling them to Vodafone during the programme’s scheduled timeframe in early 2026.

What is the time frame for Vodafone’s €500 million share repurchase?

The programme starts on 5 February 2026 and will end no later than 11 May 2026. Within this window, Goldman Sachs International is mandated to repurchase Vodafone ordinary shares and immediately on-sell them to the company under a riskless principal arrangement.

What is the stated purpose of Vodafone’s share buyback programme?

The company states that the sole purpose of the programme is to reduce share capital. Shares repurchased via Goldman Sachs International will be held as treasury shares by Vodafone and later either cancelled or allocated to satisfy employee share awards as they become due.

Under what authority is Vodafone conducting the share repurchase?

Vodafone is using the general authority granted by shareholders at the 2025 Annual General Meeting. This authority permits the company to repurchase up to 3,715,558,736 ordinary shares, and the programme is being executed in line with UK Listing Rules and applicable regulatory standards.

How will Vodafone’s buyback trades be executed in the market?

Ordinary share purchases will occur on the London Stock Exchange and eligible multilateral trading facilities. Transactions must comply with UK Listing Rules and the conditions on price and volume set out in Commission Delegated Regulation (EU) 2016/1052 as implemented and adapted in the United Kingdom.