Vodafone Group (VOD) cancels 549.6M treasury shares and resets count

Rhea-AI Filing Summary

Vodafone Group Plc has cancelled 549,582,168 of its ordinary shares of US$0.20 20/21 that were previously held in treasury. After this cancellation, the company now holds 1,223,859,452 ordinary shares in treasury.

The company’s issued share capital now consists of 23,104,519,137 ordinary shares, each carrying one voting right. Vodafone notes that this total share count should be used by shareholders as the denominator when assessing whether they must notify their holdings or changes in holdings under the UK Financial Conduct Authority’s Disclosure and Transparency Rules.

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 March 23, 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 23 March 2026 entitled ‘Transaction in Own Shares’.

23 March 2026

TRANSACTION IN OWN SHARES

Vodafone Group Plc (the "Company") has today cancelled 549,582,168 of its ordinary shares of US$0.20 20/21 ("Shares") previously held in Treasury. 

Following the cancellation of these shares the Company holds 1,223,859,452 of its shares in Treasury. The Company's issued share capital, with one voting right per share consists of 23,104,519,137 ordinary shares US$0.20 20/21. This is the figure which should be used by shareholders as the denominator when determining whether they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules. 

This announcement is made in accordance with the requirements of UKLR 9.8.2. 

- ends -

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

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: March 23, 2026	By: /s/ M D B
	Name: Maaike de Bie
	Title: Group General Counsel and Company Secretary

FAQ

What did Vodafone (VOD) announce in this Form 6-K filing?

Vodafone announced it cancelled 549,582,168 ordinary shares previously held in treasury. The filing also updates the total issued share capital and clarifies the share count investors should use for UK disclosure threshold calculations under regulatory rules.

How many Vodafone shares were cancelled in the March 23, 2026 action?

Vodafone cancelled 549,582,168 ordinary shares of US$0.20 20/21. These shares had been held in treasury, and their cancellation reduces the overall number of treasury shares while leaving the updated issued share capital figure clearly defined for regulatory disclosure purposes.

What is Vodafone’s updated issued share capital after the cancellation?

Vodafone’s issued share capital now consists of 23,104,519,137 ordinary shares of US$0.20 20/21, each with one voting right. This is the official share count shareholders should reference when assessing disclosure obligations under the FCA’s Disclosure and Transparency Rules in the UK.

How many Vodafone shares remain held in treasury after this transaction?

Following the cancellation, Vodafone holds 1,223,859,452 of its ordinary shares in treasury. Treasury shares are not counted as part of free float, but their level matters for understanding the company’s capital structure and potential future capital management decisions.

Why is the new Vodafone share count important for investors?

The updated total of 23,104,519,137 ordinary shares is the denominator investors must use when calculating ownership percentages. This figure determines whether they need to notify holdings or changes under the UK Financial Conduct Authority’s Disclosure and Transparency Rules framework.

Which regulatory requirements does this Vodafone announcement reference?

The announcement states it is made in accordance with UK Listing Rule 9.8.2 and refers to the FCA’s Disclosure and Transparency Rules. These UK regulations govern how companies report changes and how investors assess whether they must disclose significant shareholdings.