Vodafone Group (VOD) reports PDMR share vesting and tax-driven sales

Rhea-AI Filing Summary

Vodafone Group Plc reported that several Persons Discharging Managerial Responsibilities received vesting of conditional share awards under its Global Incentive Plan on 27 July 2026. CEO Margherita Della Valle vested 5,642,976 ordinary shares, and other senior executives, including the Group General Counsel, CTO, regional leaders and functional heads, also received awards subject to performance conditions approved by the Remuneration Committee.

On 28 July 2026, portions of these vested shares were sold on the London Stock Exchange at GBP 1.215413 per share to satisfy tax withholding obligations, including 2,658,846 shares sold for the CEO. Notifications were made in line with DTR 3.1.2-A and the Market Abuse Regulation.

Filing Explained

This Form 6-K records conditional award vesting for Vodafone PDMRs on July 27, 2026; for Shameel Joosub, 548,132 shares vested at nil price, and his notification lists no accompanying sale, unlike the tax-withholding sales disclosed for several others.

Key Figures

CEO shares vested: 5,642,976 ordinary shares CEO shares sold for tax: 2,658,846 ordinary shares Sale price per share: GBP 1.215413 +4 more

7 metrics

CEO shares vested 5,642,976 ordinary shares Conditional award vesting for CEO Margherita Della Valle on 2026-07-27 under Global Incentive Plan

CEO shares sold for tax 2,658,846 ordinary shares Shares sold on 2026-07-28 on London Stock Exchange to satisfy tax withholding obligations

Sale price per share GBP 1.215413 Price for PDMR share sales on the London Stock Exchange on 2026-07-28

CEO aggregated sale amount GBP 3,231,596 Aggregated price of 2,658,846 ordinary shares sold for the CEO on 2026-07-28

Vodafone mobile and broadband customers around 370 million Customers served across European and African telecoms operations

IoT connections over 240 million Connections on Vodafone’s global Internet of Things platform

Financial services customers around 103 million Customers using Vodafone financial services across eight African countries

Key Terms

Persons Discharging Managerial Responsibilities, Global Incentive Plan, Market Abuse Regulation, tax withholding obligations

4 terms

Persons Discharging Managerial Responsibilities regulatory

"Vodafone announces that the following Persons Discharging Managerial Responsibilities acquired shares"

Persons Discharging Managerial Responsibilities are the key people in a company who make big decisions, like top managers or executives. Knowing who they are is important because their actions can influence the company’s success or failure, and they are often required to share information about their dealings to ensure transparency for investors and the public.

Global Incentive Plan financial

"acquired shares under the Vodafone Global Incentive Plan"

Market Abuse Regulation regulatory

"notifications are made in accordance with DTR 3.1.2-A, incorporating article 19(1) of the Market Abuse Regulation"

Market abuse regulation consists of laws and rules designed to prevent dishonest or manipulative practices in financial markets. It aims to ensure fair and transparent trading, so investors can trust that markets operate honestly, much like rules that keep a game fair. By reducing unfair advantages, it helps protect investor confidence and promotes healthy, efficient markets.

tax withholding obligations financial

"Sale of shares on the London Stock Exchange to satisfy tax withholding obligations"

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FAQ

What executive share transactions did Vodafone Group (VOD) report?

Vodafone reported vesting and related sales of ordinary shares for multiple senior executives under its Global Incentive Plan. Awards vested on 27 July 2026, with some shares sold on 28 July 2026 mainly to satisfy tax withholding obligations on the London Stock Exchange.

How many Vodafone Group (VOD) shares vested for CEO Margherita Della Valle?

CEO Margherita Della Valle received a vesting of 5,642,976 ordinary shares under Vodafone’s Global Incentive Plan. The award vested on 27 July 2026 and was conditional on continued employment and performance conditions approved by the Remuneration Committee.

What Vodafone Group (VOD) share sales were made to cover tax withholding?

On 28 July 2026, several executives sold shares on the London Stock Exchange to satisfy tax withholding obligations. For the CEO, 2,658,846 shares were sold at GBP 1.215413 per share, with similar tax-related sales reported for other PDMRs.

Which Vodafone Group (VOD) executives were involved in these PDMR transactions?

Executives included Margherita Della Valle (CEO), Maaike de Bie (Group General Counsel and Company Secretary), Ahmed Essam, Shameel Joosub, Scott Petty, Joakim Reiter and Alberto Ripepi, each receiving share vestings and, in most cases, related tax-driven sales.

What type of shares were used in the Vodafone Group (VOD) incentive awards?

The awards involved ordinary shares of US$0.20 20/21 each in Vodafone Group Plc, identified by ISIN GB00BH4HKS39. These shares vested under the Global Incentive Plan and, for some executives, were partly sold on the London Stock Exchange.

Under what rules did Vodafone Group (VOD) report these PDMR dealings?

The transactions were notified in accordance with DTR 3.1.2-A, incorporating article 19(1) of the Market Abuse Regulation. This framework requires disclosure of dealings by Persons Discharging Managerial Responsibilities in the issuer’s securities.

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 30, 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 30 July 2026 entitled Director/PDMR Shareholding.

30 July 2026

Notification of Transactions of Persons Discharging Managerial Responsibilities

Vodafone Group Plc ("Vodafone") announces that the following Persons Discharging Managerial Responsibilities ("PDMRs") acquired shares under the Vodafone Global Incentive Plan. The vesting of the share awards was conditional on continuing employment within the Vodafone Group and on the satisfaction of the performance conditions approved by the Remuneration Committee.

The following notifications are made in accordance with DTR 3.1.2-A, incorporating article 19(1) of the Market Abuse Regulation.

​

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Margherita Della Valle
2	Reason for the notification
a)	Position/status	Vodafone Group Chief Executive
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Vodafone Group Plc
b)	LEI	213800TB53ELEUKM7Q61
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Vesting of conditional award of shares subject to performance conditions under the Global Incentive Plan.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP nil	5,642,976
d)	Aggregated information	Aggregated volume of shares acquired: 5,642,976 Ordinary shares Aggregated price of shares acquired: GBP nil
e)	Date of the transaction	2026-07-27
f)	Place of the transaction	Outside a trading venue
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Sale of shares on the London Stock Exchange to satisfy tax withholding obligations.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP 1.215413	2,658,846
d)	Aggregated information	Aggregated volume of shares sold: 2,658,846 Ordinary shares Aggregated price of shares sold: GBP 3,231,596
e)	Date of the transaction	2026-07-28
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Maaike de Bie
2	Reason for the notification
a)	Position/status	Group General Counsel and Company Secretary
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Vodafone Group Plc
b)	LEI	213800TB53ELEUKM7Q61
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Vesting of conditional award of shares subject to performance conditions under the Global Incentive Plan.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP nil	1,805,752
d)	Aggregated information	Aggregated volume of shares acquired: 1,805,752 Ordinary shares Aggregated price of shares acquired: GBP nil
e)	Date of the transaction	2026-07-27
f)	Place of the transaction	Outside a trading venue
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Sale of shares on the London Stock Exchange to satisfy tax withholding obligations.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP 1.215413	850,831
d)	Aggregated information	Aggregated volume of shares sold: 850,831 Ordinary shares Aggregated price of shares sold: GBP 1,034,111
e)	Date of the transaction	2026-07-28
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Ahmed Essam
2	Reason for the notification
a)	Position/status	Executive Chairman Vodafone Germany and CEO European Markets
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Vodafone Group Plc
b)	LEI	213800TB53ELEUKM7Q61
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Vesting of conditional award of shares subject to performance conditions under the Global Incentive Plan.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP nil	2,231,910
d)	Aggregated information	Aggregated volume of shares acquired: 2,231,910 Ordinary shares Aggregated price of shares acquired: GBP nil
e)	Date of the transaction	2026-07-27
f)	Place of the transaction	Outside a trading venue
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Sale of shares on the London Stock Exchange to satisfy tax withholding obligations.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP 1.215413	1,051,627
d)	Aggregated information	Aggregated volume of shares sold: 1,051,627 Ordinary shares Aggregated price of shares sold: GBP 1,278,161
e)	Date of the transaction	2026-07-28
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Shameel Joosub
2	Reason for the notification
a)	Position/status	CEO Vodacom Group
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Vodafone Group Plc
b)	LEI	213800TB53ELEUKM7Q61
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Vesting of conditional award of shares subject to performance conditions under the Global Incentive Plan.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP nil	548,132
d)	Aggregated information	Aggregated volume of shares acquired: 548,132 Ordinary shares Aggregated price of shares acquired: GBP nil
e)	Date of the transaction	2026-07-27
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Scott Petty
2	Reason for the notification
a)	Position/status	Vodafone Group Chief Technology Officer (CTO)
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Vodafone Group Plc
b)	LEI	213800TB53ELEUKM7Q61
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Vesting of conditional award of shares subject to performance conditions under the Global Incentive Plan.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP nil	1,805,752
d)	Aggregated information	Aggregated volume of shares acquired: 1,805,752 Ordinary shares Aggregated price of shares acquired: GBP nil
e)	Date of the transaction	2026-07-27
f)	Place of the transaction	Outside a trading venue
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Sale of shares on the London Stock Exchange to satisfy tax withholding obligations.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP 1.215413	850,831
d)	Aggregated information	Aggregated volume of shares sold: 850,831 Ordinary shares Aggregated price of shares sold: GBP 1,034,111
e)	Date of the transaction	2026-07-28
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Joakim Reiter
2	Reason for the notification
a)	Position/status	Chief External and Corporate Affairs Officer
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Vodafone Group Plc
b)	LEI	213800TB53ELEUKM7Q61
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Vesting of conditional award of shares subject to performance conditions under the Global Incentive Plan.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP nil	1,805,752
d)	Aggregated information	Aggregated volume of shares acquired: 1,805,752 Ordinary shares Aggregated price of shares acquired: GBP nil
e)	Date of the transaction	2026-07-27
f)	Place of the transaction	Outside a trading venue
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Sale of shares on the London Stock Exchange to satisfy tax withholding obligations.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP 1.215413	850,831
d)	Aggregated information	Aggregated volume of shares sold: 850,831 Ordinary shares Aggregated price of shares sold: GBP 1,034,111
e)	Date of the transaction	2026-07-28
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Alberto Ripepi
2	Reason for the notification
a)	Position/status	Group Chief Network Officer (CNO)
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Vodafone Group Plc
b)	LEI	213800TB53ELEUKM7Q61
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Vesting of conditional award of shares subject to performance conditions under the Global Incentive Plan.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP nil	1,700,594
d)	Aggregated information	Aggregated volume of shares acquired: 1,700,594 Ordinary shares Aggregated price of shares acquired: GBP nil
e)	Date of the transaction	2026-07-27
f)	Place of the transaction	Outside a trading venue
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Ordinary shares of US$0.20 20/21 each in Vodafone Group Plc (ISIN: GB00BH4HKS39)
b)	Nature of the transaction	Sale of shares on the London Stock Exchange to satisfy tax withholding obligations.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP 1.215413	654,230
d)	Aggregated information	Aggregated volume of shares sold: 654,230 Ordinary shares Aggregated price of shares sold: GBP 795,160
e)	Date of the transaction	2026-07-28
f)	Place of the transaction	London Stock Exchange (XLON)

- 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 Group

everyone.connected

Vodafone is a leading European and African telecoms company.

We serve around 370 million mobile and broadband customers, operating networks in 17 countries with investments in a further three 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 240 million IoT connections globally, and we provide financial services to around 103 million customers across eight African countries - managing more transactions than any other provider.

From the seabed to the stars, Vodafone's mission is to connect everyone.

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: July 30, 2026	By: /s/ M D B
	Name: Maaike de Bie
	Title: Group General Counsel and Company Secretary