Vodafone (VOD) exits VodafoneZiggo JV for €1.0B cash plus Ziggo stake

Rhea-AI Filing Summary

Vodafone Group Plc has agreed to sell its 50% interest in Dutch telecom operator VodafoneZiggo to Liberty Global for €1.0 billion in cash plus a 10% stake in a new Benelux company, Ziggo Group, which will own 100% of VodafoneZiggo and Telenet. The deal values VodafoneZiggo at an enterprise value of €12.43 billion, equal to 7.1x forecast 2025 Adjusted EBITDA of €1.75 billion and 14.2x Adjusted OpFCF of €0.88 billion. Liberty Global plans to spin off its 90% Ziggo Group stake to its shareholders and list Ziggo Group in Amsterdam in 2027. Vodafone will also provide brand licensing and other services to VodafoneZiggo with expected charges of €625 million over 10 years. The transaction requires customary approvals and is expected to complete in the second half of 2026.

Insights

Telecom M&A analyst

Vodafone monetises its VodafoneZiggo stake for cash plus a retained equity option.

Vodafone is exiting its 50% joint venture interest in VodafoneZiggo, receiving €1.0 billion in cash and a 10% holding in Ziggo Group, a new Benelux vehicle owning VodafoneZiggo and Telenet. This shifts value from a fully consolidated JV stake into cash and a smaller, more diversified regional asset.

The deal values VodafoneZiggo at an enterprise value of €12.43 billion, based on forecast 2025 figures including Adjusted EBITDA of €1.75 billion and Adjusted OpFCF of €0.88 billion, implying 7.1x EV/EBITDA and 14.2x EV/OpFCF. These multiples frame how the market might benchmark other European cable and convergence assets.

Liberty Global plans to spin off its 90% Ziggo Group stake and list the company on Euronext Amsterdam in 2027, while Vodafone can sell its 10% stake to a third party if there is no spin within 18 months of completion. Investors may focus on execution of regulatory approvals by the second half of 2026 and the €625 million, 10‑year services agreement that maintains Vodafone’s commercial link to the Dutch business.

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 18, 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 18 February 2026 entitled ‘Vodafone sells stake in VodafoneZiggo’.

18 FEBRUARY 2026 | LONDON, UK

Vodafone sells stake in VodafoneZiggo to Liberty Global

● Vodafone has agreed to sell its 50% stake for €1.0 billion in cash and a 10% stake in the new Ziggo Group, which will own 100% of VodafoneZiggo and Telenet

● Potential for further value creation through the planned spin-off of shares to Liberty Global's shareholders and the listing of Ziggo Group in Amsterdam in 2027

●  Vodafone will provide certain services, including brand licensing, to VodafoneZiggo for a total of €625 million over the next 10 years

Vodafone Group Plc ("Vodafone") announces that it has agreed to sell its 50% interest in VodafoneZiggo Group Holding B.V. ("VodafoneZiggo") to Liberty Global plc ("Liberty Global") for €1.0 billion in cash and a 10% shareholding in a soon-to-be-formed Benelux entity ("Ziggo Group"), which will own 100% of both VodafoneZiggo and Liberty Global's Belgian subsidiary, Telenet Group Holding ("Telenet")1, (the "Transaction").

The cash consideration of €1.0 billion values VodafoneZiggo at 7.1x EV / CY2025 Adjusted EBITDA and 14.2x EV / CY2025 OpFCF2.

Liberty Global's intention is to spin-off its 90% stake in Ziggo Group to existing shareholders and list 100% of Ziggo Group on Euronext in Amsterdam in 2027. Vodafone has the option to sell its 10% shareholding in Ziggo Group to a third party should a spin not occur within 18 months after completion.

Liberty Global expects Ziggo Group will benefit from financial and operational synergies.

Vodafone and Liberty Global have also agreed that Vodafone will continue to provide certain services, including brand licensing, to VodafoneZiggo (the "Group Services") with expected charges of €625 million over the next 10 years.

Margherita Della Valle, Chief Executive of Vodafone Group, commented: "We're pleased to have agreed the sale of our 50% share in VodafoneZiggo at an attractive valuation. This transaction delivers €1 billion in cash to Vodafone, and we have the potential for further value creation through our 10% stake in Ziggo Group, a business with greater scale."

The Transaction is subject to the receipt of customary approvals and regulatory clearances and is expected to complete in the second half of 2026.

                                                                                                                               <ENDS>

Contact details

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

Footnotes

1.   Excluding the economic benefit of 50% of Telenet's shareholding in the fibre-to-the-home network infrastructure vehicle Wyre B.V., which will be retained by Liberty Global.

2.   Valuation multiples reflect the below values for VodafoneZiggo for the 12-month period ending 31 December 2025.

Adjusted EBITDA*	€1.75bn
Capex	€0.87bn
Adjusted OpFCF**	€0.88bn
Enterprise Value ("EV") Net Debt	€12.43bn €10.43bn
EV / Adjusted EBITDA	7.1x
EV / Adjusted OpFCF	14.2x

*Adjusted EBITDA, as defined by VodafoneZiggo, is defined as net earnings (loss) before net income tax benefit (expense), other non-operating income or expenses, net gains (losses) on debt extinguishment, net foreign currency transaction gains (losses), net gains (losses) on derivative instruments, net interest expense, depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.

**Adjusted OpFCF is defined as Adjusted EBITDA less P&E additions. P&E Additions is defined by VodafoneZiggo as including capital expenditures on an accrual basis, amounts financed under vendor financing or finance lease arrangements and other non-cash additions.

About VodafoneZiggo

VodafoneZiggo is a leading telecoms operator in the Netherlands, providing mobile and fixed line services to both consumer and business customers.

About Vodafone Group

everyone.connected

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 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 18, 2026	By: /s/ M D B
	Name: Maaike de Bie
	Title: Group General Counsel and Company Secretary

FAQ

What is Vodafone (VOD) selling in the VodafoneZiggo transaction?

Vodafone is selling its 50% interest in VodafoneZiggo Group Holding B.V. to Liberty Global. In exchange, it will receive €1.0 billion in cash and a 10% shareholding in Ziggo Group, which will own 100% of VodafoneZiggo and Telenet.

How much cash will Vodafone (VOD) receive from the VodafoneZiggo sale?

Vodafone will receive €1.0 billion in cash from Liberty Global for its 50% VodafoneZiggo stake. It also receives a 10% stake in Ziggo Group, giving continued exposure to the Dutch and Belgian assets alongside the immediate cash inflow.

What valuation does the deal imply for VodafoneZiggo in Vodafone’s 6-K?

The deal implies an enterprise value of €12.43 billion for VodafoneZiggo. This corresponds to 7.1x forecast 2025 Adjusted EBITDA of €1.75 billion and 14.2x forecast 2025 Adjusted OpFCF of €0.88 billion, based on figures disclosed in the transaction description.

What are Liberty Global’s plans for Ziggo Group after acquiring VodafoneZiggo?

Liberty Global intends to spin off its 90% stake in Ziggo Group to its shareholders and list 100% of Ziggo Group on Euronext Amsterdam in 2027. This structure is expected to combine VodafoneZiggo and Telenet under a single, publicly traded Benelux vehicle.

What ongoing relationship will Vodafone (VOD) have with VodafoneZiggo after the sale?

Vodafone will continue to provide certain services, including brand licensing, to VodafoneZiggo. Expected charges for these group services total €625 million over the next 10 years, maintaining an operational and commercial link with the Dutch business after ownership changes.

When is the VodafoneZiggo transaction expected to close according to Vodafone?

The transaction is subject to customary approvals and regulatory clearances. Vodafone expects completion in the second half of 2026, meaning closing will occur after these conditions are satisfied and the new Ziggo Group structure is ready to assume ownership.

Does Vodafone have flexibility to exit its 10% Ziggo Group stake?

Yes. Vodafone holds an option to sell its 10% Ziggo Group stake to a third party if Liberty Global does not complete the planned spin-off within 18 months after transaction completion, providing an additional route to realise value from the retained equity interest.