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VODAFONE GROUP PUBLIC LTD CO filed this 424B5 on 17/06/2026

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VODAFONE GROUP PUBLIC LTD CO - 424B5 - 20260617 - SECURITIES_DESCRIPTION

DESCRIPTION OF NOTES

This section contains a brief description of the terms of the Notes. For additional information about the Notes and their terms, please see “Description of the Debt Securities We May Offer” in the accompanying prospectus.

U.S.$1,000,000,000 4.800% Notes due June 2031 (the “Tranche 1 Notes”)

	Maturity Date			We will repay the Tranche 1 Notes on June 18, 2031 at 100% of their principal amount, plus accrued and unpaid interest
	Issue Date			June 18, 2026
	Issue Price			99.794% of the principal amount, plus accrued interest, if any, from and including June 18, 2026 to the date the Tranche 1 Notes are delivered to investors
	Interest Rate			4.800% per annum
	Interest Payment Dates			Semi-annually on June 18 and December 18 of each year, commencing December 18, 2026 up to and including the maturity date for the Tranche 1 Notes, subject to the applicable business day convention
	Business Day Convention			Following, Unadjusted
	Day Count Fraction			30/360
	Optional Make-Whole Redemption			We have the right to redeem the Tranche 1 Notes, in whole or in part, at any time and from time to time at a redemption price equal to: (i) if redemption occurs prior to May 18, 2031 the greater of (x) 100% of the principal amount of such notes, plus accrued interest to the date of redemption and (y) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such notes (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 15 basis points; or (ii) if redemption occurs on or after May 18, 2031 100% of the principal amount of such notes, plus accrued interest to the date of redemption.
	Underwriting Discount			0.300%
	CUSIP Number			92857W CC2
	ISIN			US92857WCC29

U.S.$1,000,000,000 5.350% Notes due June 2036 (the “Tranche 2 Notes”)

	Maturity Date			We will repay the Tranche 2 Notes on June 18, 2036 at 100% of their principal amount, plus accrued and unpaid interest
	Issue Date			June 18, 2026
	Issue Price			99.763% of the principal amount, plus accrued interest, if any, from and including June 18, 2026 to the date the Tranche 2 Notes are delivered to investors
	Interest Rate			5.350% per annum
	Interest Payment Dates			Semi-annually on June 18 and December 18 of each year, commencing December 18, 2026 up to and including the maturity date for the Tranche 2 Notes, subject to the applicable business day convention

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	Business Day Convention			Following, Unadjusted
	Day Count Fraction			30/360
	Optional Make-Whole Redemption			We have the right to redeem the Tranche 2 Notes, in whole or in part, at any time and from time to time at a redemption price equal to: (i) if redemption occurs prior to March 18, 2036, the greater of (x) 100% of the principal amount of such notes, plus accrued interest to the date of redemption and (y) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such notes (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 15 basis points; or (ii) if redemption occurs on or after March 18, 2036, 100% of the principal amount of such notes, plus accrued interest to the date of redemption.
	Underwriting Discount			0.400%
	CUSIP Number			92857W CD0
	ISIN			US92857WCD02

U.S.$1,500,000,000 6.100% Notes due June 2056 (the “Tranche 3 Notes” and, together with the Tranche 1 Notes and the Tranche 2 Notes, the “Notes”)

	Maturity Date			We will repay the Tranche 3 Notes on June 18, 2056 at 100% of their principal amount, plus accrued and unpaid interest
	Issue Date			June 18, 2026
	Issue Price			99.795% of the principal amount, plus accrued interest, if any, from and including June 18, 2026 to the date the Tranche 3 Notes are delivered to investors
	Interest Rate			6.100% per annum
	Interest Payment Dates			Semi-annually on June 18 and December 18 of each year, commencing December 18, 2026 up to and including the maturity date for the Tranche 3 Notes, subject to the applicable business day convention
	Business Day Convention			Following, Unadjusted
	Day Count Fraction			30/360
	Optional Make-Whole Redemption			We have the right to redeem the Tranche 3 Notes, in whole or in part, at any time and from time to time at a redemption price equal to: (i) if redemption occurs prior to December 18, 2055, the greater of (x) 100% of the principal amount of such notes, plus accrued interest to the date of redemption and (y) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such notes (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 20 basis points; or (ii) if redemption occurs on or after December 18, 2055, 100% of the principal amount of such notes, plus accrued interest to the date of redemption.
	Underwriting Discount			0.750%

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	CUSIP Number			92857W CE8
	ISIN			US92857WCE84

The following terms apply to each tranche of the Notes:

	Adjusted Treasury Rate			“Adjusted treasury rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
	Comparable Treasury Issue			“Comparable treasury issue” means the U.S. Treasury security selected by the quotation agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining terms of the Notes.
	Comparable Treasury Price			“Comparable treasury price” means, with respect to any redemption date, the average of the reference treasury dealer quotations for such redemption date.
	Quotation Agent			“Quotation agent” means the reference treasury dealer appointed by us.
	Reference Treasury Dealer			“Reference treasury dealer” means any primary U.S. government securities dealer in New York City selected by us.
	Reference Treasury Dealer Quotations			“Reference treasury dealer quotations” means with respect to each reference treasury dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the comparable treasury issue (expressed as a percentage of its principal amount) quoted in writing to the Quotation Agent by such reference treasury dealer at 5:00 p.m. New York City time on the third business day preceding such redemption date.
	Optional Tax Redemption			We may redeem the Notes before they mature if we are obligated to pay additional amounts due to changes on or after June 18, 2026 in UK withholding tax requirements, a merger or consolidation with another entity or a sale or lease of substantially all our assets and other limited circumstances described under “Description of Debt Securities We May Offer — Payment of Additional Amounts” in the accompanying prospectus. In that event, we may redeem the Notes, in whole but not in part, on any interest payment date, at a price equal to 100% of their principal amount plus accrued interest to the date fixed for redemption.
	Redemption or Repurchase Following a Change of Control			If a Change of Control Put Event occurs, then the holder of a Note will have the option, as described under “Additional Mechanics — Redemption or Repurchase Following a Change of Control” in the accompanying prospectus, to require Vodafone to redeem or, at Vodafone’s option, purchase (or procure the purchase of) such Note at an optional redemption amount or purchase price equal to 101% of the aggregate principal amount of such Note, plus accrued and unpaid interest on such Note to the date of redemption or repurchase, according to the terms and limitations described under “Additional Mechanics — Redemption or Repurchase Following a Change of Control” in the accompanying prospectus.

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	Ranking			The Notes will rank equally with all present and future unsecured and unsubordinated indebtedness of Vodafone Group Plc. Because we are a holding company, the Notes will effectively rank junior to any indebtedness or other liabilities of our subsidiaries.
	Regular Record Dates for Interest			With respect to each interest payment date, the regular record date for interest on global securities in registered form will be the close of business on the Clearing System Business Day prior to the date for payment, where “Clearing System Business Day” means Monday to Friday, inclusive, except December 25 and January 1. The regular record date for interest on debt securities that are represented by physical certificates will be the close of business on the date that is 15 calendar days prior to such date, whether or not such date is a business day.
	Payment of Additional Amounts			All payments on the Notes will be made without deducting United Kingdom (“UK”) withholding taxes, except as required by law. If any such deduction is required on payments to non-UK investors, we will pay additional amounts on those payments to the extent described under “Description of Debt Securities We May Offer — Payment of Additional Amounts” in the accompanying prospectus. Notwithstanding the foregoing, any amounts to be paid on the Notes by us, or on our behalf, will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (and any such withholding or deduction, a “FATCA Withholding”). Neither we, nor any person, will be required to pay any additional amounts in respect of FATCA Withholding.
	Listing			We will file an application to list the Notes on the Nasdaq Global Market. We expect that the Notes will be eligible for trading on the Nasdaq Global Market within 30 days after delivery of the Notes.
	Use of Proceeds (after deducting underwriting discounts but not estimated expenses)			We intend to use the net proceeds from this offering for general corporate purposes.
	Risk Factors			You should carefully consider all of the information in this prospectus supplement and the accompanying prospectus, which includes information incorporated by reference. In particular, you should evaluate the specific factors under “Risk Factors” beginning on page S-3 of this prospectus supplement, “Risk Factors” beginning on page 6 of the accompanying prospectus and “Principal risk factors and uncertainties” beginning on page 60 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2026, for risks involved with an investment in the Notes.
	Trustee and Principal Paying Agent			The Bank of New York Mellon.
	Timing and Delivery			We currently expect delivery of the Notes to occur on or about June 18, 2026.

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	Underwriters			BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC.
	Prohibition of Sales to EEA Retail Investors			Applicable.
	Prohibition of Sales to UK Retail Investors			Applicable.
	Singapore Sales to Institutional Investors and Accredited Investors only			Applicable.

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USE OF PROCEEDS

We estimate that the net proceeds (after underwriting discounts but before expenses) from the sale of the Notes will be approximately U.S.$3,474,245,000. We intend to use the net proceeds from the sale of the Notes for general corporate purposes.

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