UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

~~PURSUANT TO RULES 13a-16~~ OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~THE~~Dated ~~SECURITIES~~June ~~EXCHANGE~~5, ~~ACT OF 1934~~2026

Dated June 01, 2026

Commission File Number: 001-10086

VODAFONE GROUP PUBLIC LIMITED COMPANY

PUBLIC LIMITED COMPANY

(Translation of registrant’s name into English)

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN, ENGLAND (Address of principal executive offices)

(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 ✓ x Form 40-F _ ¨

~~This Report~~THIS onREPORT ~~Form~~ON FORM 6-K ~~contains~~SHALL aBE ~~Stock~~DEEMED ~~Exchange~~TO BE ~~Announcement~~INCORPORATED ~~dated~~BY 01REFERENCE IN EACH OF THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-273441), THE REGISTRATION STATEMENT ON FORM ~~June~~S-8 ~~2026~~(FILE ~~entitled~~NO. ~~‘Total~~333-81825) ~~Voting~~AND ~~Rights’~~THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-149634) OF VODAFONE GROUP PUBLIC LIMITED COMPANY AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

1CAPITALIZATION ~~JUNE 2026~~AND INDEBTEDNESS

~~TOTAL~~The ~~VOTING~~following ~~RIGHTS~~table ~~AND~~sets ~~CAPITAL~~out our called up share capital and the borrowings and indebtedness of Vodafone Group Plc and its subsidiaries and its equity accounted interests in joint ventures and associates (‘the Group’), at March 31, 2026.

In accordance with Disclosure Guidance and Transparency Rule 5.6.1R, Vodafone Group Plc ("Vodafone") hereby notifies the market that, as at 29 May 2026:  

	At March 31, 2026
	€million
Borrowings and indebtedness
Short-term borrowings		7,130
Short-term derivative financial instruments*		93
Total short-term borrowings		7,223

Long-term borrowings		45,506
Long-term derivative financial instruments*		1,719
Total long-term borrowings		47,225

Total borrowings and indebtedness		54,448

Capital
Called up share capital (24,328,378,589 ordinary shares allotted, issued and fully paid)		3,950
Additional paid-in capital		150,312
Treasury shares held (1,234,199,142 shares)		(6,704	)
Accumulated losses		(126,532	)
Accumulated other comprehensive income		29,607
Non-controlling interests		3,732

Total equity and shareholders’ funds		54,365

Total capitalization and indebtedness		108,813

* Derivative financial instruments are included within Trade and other payables.

(1) At March 31, 2026, the Group had contingent indebtedness relating to outstanding financial guarantees, performance and other payment bonds totaling €1,897 million. This primarily included Vodafone' Group Plc’s ~~issued~~guarantee of the Group’s 50% share ~~capital~~in ~~consists~~a ofmulticurrency 24loan facility,~~328,378,589~~ ~~ordinary shares~~amounting ofto US$0.~~20 20/21, of~~5 billion and €0.6 billion which ~~1,301,637,307 ordinary~~ ~~shares~~forms ~~are~~part ~~held~~of the Group’s overall joint venture investment in ~~Treasury~~ TPG Telecom Ltd.

~~Therefore~~(2) At March 31, 2026, the ~~total~~Group ~~number~~had ofcash ~~voting~~and ~~rights~~cash inequivalents ~~Vodafone~~of ~~is 23~~€8,~~026~~982 million,~~741,282.~~ ~~This~~short-term ~~figure~~investments ~~may~~of be€3,431 ~~used~~million, bynon-current ~~shareholders~~investments asin ~~the denominator~~sovereign ~~for~~securities ~~the~~of ~~calculations~~€915 bymillion, ~~which~~collateral ~~they will determine if~~assets ~~they are~~of ~~required to notify~~€1,169 ~~their~~million ~~interest~~and in€2,975 ormillion aof ~~change~~derivative tofinancial ~~their~~instruments ~~interest~~ included in, ~~Vodafone~~Trade ~~under~~and ~~the~~other ~~FCA's~~receivables, ~~Disclosure~~resulting ~~Guidance~~in total net borrowings and ~~Transparency Rules~~indebtedness of €36,976 million.  

~~This~~(3) ~~announcement does~~On ~~not~~5 ~~constitute~~May 2026, orthe ~~form~~Group ~~part~~announced ~~of,~~that it had reached an ~~offer~~ oragreement ~~any~~for ~~solicitation~~the buyout of anCK ~~offer~~Hutchison ~~for~~Group ~~securities~~Telecom Holding Limited’s (‘CKHGT’) 49% interest in ~~any jurisdiction~~ VodafoneThree Holdings Limited (‘VodafoneThree’) for £4.  3 billion (€4.9 billion) cash, implemented through a cancellation of CKHGT’s shares. Following the completion of the transaction, the Group will be the sole owner of VodafoneThree.

-(4) ~~ends~~Other -than the movements in foreign exchange rates and the financial performance for the period to date, there has been no material change in the capitalization and indebtedness of the Group since March 31, 2026.

For more information, please contact:
Investor Relations:	investors.vodafone.com	[email protected]	Media Relations:	Vodafone.com/media/contact	[email protected]
Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679

SIGNATURE

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
VODAFONE GROUP PUBLIC LIMITED COMPANY
	PUBLIC LIMITED COMPANY
(Registrant)
	(Registrant)
Dated: June 5, 2026
Date: June 01, 2026	By: /s/ M D B
By:	/s/ J Stead
	Name: Maaike de Bie
Name: Jamie Stead
	Title: Group General Counsel and Company Secretary
Title: Group Treasury Director

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