Niel family builds 19.87% equity-linked position in Vodafone (VOD)

Rhea-AI Filing Summary

Vodafone Group Plc reports a TR-1 notification of major holdings under UK Disclosure Guidance and Transparency Rules. The notified holder controls 19.87% of Vodafone’s voting rights, representing 4,574,743,685 voting rights, all through financial instruments rather than directly held shares.

The position is held via several Equity Linked Arrangements capable of cash and/or physical settlement, with maturity dates on 22 February 2027 and 6 July 2027, each potentially extendable subject to conditions. Entities linked to the Niel Family Group, including Maya SAS and Vega SAS, are listed as the controlling persons and controlled undertakings in relation to this exposure.

Filing Explained

The 19.87% voting position is instrument-based; settlement form and timing remain conditional on regulatory outcomes.

The 2026-07-16 Form 6-K furnishes a TR-1 notification recording a 19.87% voting position through financial instruments; the structural effect disclosed is contingent instrument-based exposure, not a completed physical settlement.

The filing says the arrangements may be physically or cash settled, with the outcome and timing dependent on specified regulatory conditions. The table labels the arrangements as “Cash” for settlement, while the additional information says each may be physically and/or cash settled.

The arrangement expiring on 2027-02-22 may be extended to 2027-05-22, and the arrangements expiring on 2027-07-06 may be extended to 2028-01-06, in each case subject to conditions. These dates and the regulatory conditions are the filing’s stated resolution points for whether and when physical settlement occurs.

Key Figures

Total voting rights via instruments: 4574743685 Total voting rights percentage: 19.87% Equity Linked Arrangement tranche: 630000000 +4 more

7 metrics

Total voting rights via instruments 4574743685 Total number of voting rights held through financial instruments (Section 7 and 8.B2)

Total voting rights percentage 19.87% Aggregate percentage of Vodafone voting rights held via financial instruments

Equity Linked Arrangement tranche 630000000 Number of voting rights for the Equity Linked Arrangement expiring 22 February 2027

Equity Linked Arrangement tranche 1314914562 Number of voting rights for each of two Equity Linked Arrangements expiring 6 July 2027

Equity Linked Arrangement tranche 1314914561 Number of voting rights for a further Equity Linked Arrangement expiring 6 July 2027

Percentage per 630M tranche 2.74 Percent of voting rights represented by the 630,000,000 voting-right Equity Linked Arrangement

Percentage per 1.3149B tranche 5.71 Percent of voting rights for each 1,314,914,562 voting-right Equity Linked Arrangement

Key Terms

TR-1 notification of major holdings, Equity Linked Arrangement, Disclosure Guidance and Transparency Rules, voting rights attached to shares, +2 more

6 terms

TR-1 notification of major holdings regulatory

"Vodafone Group Plc ('Vodafone' or the 'Company') publishes the below TR-1 notification of major holdings"

Equity Linked Arrangement financial

"Equity Linked Arrangement | 22 February 2027 (see Additional Information)"

Disclosure Guidance and Transparency Rules regulatory

"under the FCA's Disclosure Guidance and Transparency Rules"

Disclosure guidance and transparency rules are the standards and regulations that require companies to share clear, timely information about their finances, risks, operations and material events. They matter to investors because consistent, honest reporting is like a car’s dashboard — it reveals the data you need to judge safety and performance and make informed buying or selling decisions. Strong disclosure reduces surprises and helps keep markets fair and efficient.

voting rights attached to shares financial

"% of voting rights attached to shares (total of 8.A)"

cash settlement financial

"capable of either or both of physical and/or cash settlement"

Cash settlement is a process where, instead of exchanging physical assets like stocks or commodities, the parties involved settle the difference in value with money after a contract ends. For investors, it simplifies transactions by avoiding the need to handle or deliver the actual asset, making it quicker and more convenient to complete trades. This method ensures a straightforward way to settle agreements based on their final value.

physical settlement financial

"including the right to request early physical settlement, in whole or in part"

Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What major holding in Vodafone (VOD) is disclosed in this TR-1 notification?

The notification discloses that a holder has 19.87% of Vodafone’s voting rights, corresponding to 4,574,743,685 voting rights. This exposure is held entirely through equity-linked financial instruments rather than directly owned Vodafone shares.

How is the 19.87% Vodafone (VOD) interest structured?

The 19.87% interest is held via several Equity Linked Arrangements listed as financial instruments. These instruments together provide exposure to 4,574,743,685 voting rights, with no voting rights currently attached to directly held Vodafone shares.

Who is behind the notified major holding in Vodafone (VOD)?

The table names Maya SAS and Vega SAS, and references the Niel Family Group. For each, the percentage of voting rights through financial instruments is shown as 19.87%, matching the total notified position.

What financial instruments are used to gain exposure to Vodafone (VOD)?

The exposure is via Equity Linked Arrangements classified under DTR 5.3.1R(1)(b). Individual instruments cover 630,000,000 and multiple tranches of 1,314,914,562 voting rights, contributing to the aggregate 4,574,743,685 voting rights.

When do the Vodafone (VOD) Equity Linked Arrangements expire?

One Equity Linked Arrangement expires on 22 February 2027 and three expire on 6 July 2027. The 2027 expiries may, subject to conditions, be extended to 22 May 2027 and 6 January 2028, respectively.

Are the Vodafone (VOD) equity-linked instruments physically or cash settled?

The instruments are described as capable of either or both physical and cash settlement. Whether, and to what extent, each is physically or cash settled depends on the outcome and timing of certain regulatory conditions.

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 16, 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 16 July 2026 entitled ‘Holding(s) in Company’.

16 July 2026

Holding(s) in Company

Vodafone Group Plc ('Vodafone' or the 'Company') publishes the below TR-1 notification of major holdings in the Company.

This announcement is made pursuant to the requirements of DTR 5.8.12R(1).

Shareholders should refer to Vodafone's announcement regarding total voting rights to determine if they are required to notify their interest in, or a change to their interests in the Company under the FCA's Disclosure Guidance and Transparency Rules.

TR-1: Standard form for notification of major holdings

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

Vega SAS

City of registered office (if applicable)

Paris

Country of registered office (if applicable)

France

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above

City of registered office (if applicable)

Country of registered office (if applicable)

5. Date on which the threshold was crossed or reached

13-Jul-2026

6. Date on which Issuer notified

15-Jul-2026

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	0.000000	19.87	19.87	4574743685
Position of previous notification (if applicable)

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)
Sub Total 8.A

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
Sub Total 8.B1

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
Equity Linked Arrangement	22 February 2027 (see Additional Information)	From the date of signing until the maturity date, subject to certain conditions, including the right to request early physical settlement, in whole or in part, if the relevant regulatory conditions are satisfied.	Cash	630000000	2.74
Equity Linked Arrangement	6 July 2027 (see Additional Information)	From the date of signing until the maturity date, subject to certain conditions, including the right to request early physical settlement, in whole or in part, if the relevant regulatory conditions are satisfied.	Cash	1314914562	5.71
Equity Linked Arrangement	6 July 2027 (see Additional Information)	From the date of signing until the maturity date, subject to certain conditions, including the right to request early physical settlement, in whole or in part, if the relevant regulatory conditions are satisfied.	Cash	1314914562	5.71
Equity Linked Arrangement	6 July 2027 (see Additional Information)	From the date of signing until the maturity date, subject to certain conditions, including the right to request early physical settlement, in whole or in part, if the relevant regulatory conditions are satisfied.	Cash	1314914561	5.71
Sub Total 8.B2				4574743685	19.87%

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
Maya SAS	Vega SAS		19.87	19.87%
The Niel Family Group, comprising Xavier Niel, Jules Niel, John Niel, Elisa Niel and Joseph Niel	Maya SAS		19.87	19.87%

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

If date does not apply, explain below

11. Additional Information

The Expiry Date for the Equity Linked Arrangement expiring on 22 February 2027 described in Section 8.B.2 may be extended, subject to certain conditions, to 22 May 2027.

The Expiry Date for each of the Equity Linked Arrangements expiring on 6 July 2027 described in Section 8.B.2 may be extended, subject to certain conditions, to 6 January 2028.

The financial instruments set out in Sections 8.B.2 are capable of either or both of physical and/or cash settlement. Whether, and the extent to which, each financial instrument listed in Section 8.B.2 will be physically settled or cash settled is subject to the outcome and timing of certain regulatory conditions.

12. Date of Completion

15-Jul-2026

13. Place Of Completion

London, England

- 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 seven African countries - managing more transactions than any other provider.

From the seabed to the stars, Vodafone's mission 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: July 16, 2026	By: /s/ M D B
	Name: Maaike de Bie
	Title: Group General Counsel and Company Secretary