SEC-Show

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

Back to Results Entire Filing Printer Friendly Outline

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

Unless otherwise stated in this prospectus supplement or the accompanying prospectus or unless the context otherwise requires, references in this prospectus supplement or the accompanying prospectus to “Vodafone”, “we”, “our”, “ours” and “us” are to Vodafone Group Plc.

RISK FACTORS

You should carefully consider the following risk factors, in addition to the other information included in, and incorporated by reference into, this prospectus supplement, including in the section entitled “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, filed by us with the SEC and incorporated by reference into this prospectus supplement.

The risks set forth below and incorporated by reference comprise material risks known to us. These risk factors and events are contingencies that may or may not occur. We may face a number of the described risks simultaneously and one or more described risks may be interdependent. The risk factors are based on assumptions that could turn out to be incorrect.

You should carefully review this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference and should form your own views before making an investment decision with respect to the Notes. You should also consult your own financial, legal and tax advisers to carefully review the risks associated with the Notes included in, and incorporated by reference into, this prospectus supplement and consider such an investment decision in light of your personal circumstances.

Risks Related to the Notes

We may not be able to repurchase the Notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, each holder of the Notes will have the right to require us to repurchase all or any part of such holder’s Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of redemption or repurchase. If we experience a change of control triggering event, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to repurchase the Notes. Our failure to repurchase the Notes as required under the indenture governing the Notes would result in a default under the indenture, which could have material adverse consequences for us and the holders of the Notes. See “Description of Notes — Redemption or Repurchase Following a Change of Control.”

S-3

TABLE OF CONTENTS

INCORPORATION OF INFORMATION FILED WITH THE SEC

The U.S. Securities and Exchange Commission, referred to herein as the SEC, allows us to incorporate by reference into this prospectus supplement and the accompanying prospectus the information filed with them, which means that:

•

incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;

•

we can disclose important information to you by referring to those documents; and

•

information filed with the SEC in the future will automatically update and supersede this prospectus supplement and the accompanying prospectus.

The information that we incorporate by reference is an important part of this prospectus supplement and the accompanying prospectus.

We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents described in “Where You Can Find More Information” in the accompanying prospectus which we filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, referred to herein as the Exchange Act, except to the extent amended or superseded by subsequent filings. We also incorporate by reference any future filings that we make with the SEC under Sections 13(a), 13(c) or 15(d) of the Exchange Act after the date of this prospectus supplement but before the end of this offering and that, in the case of any future filings on Form 6-K, are identified in such filing as being incorporated into this prospectus supplement or the accompanying prospectus. Any statement made in this prospectus supplement or the accompanying prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement or the accompanying prospectus shall be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or therein or in any subsequently filed document that is incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.

The documents incorporated by reference in this prospectus supplement and the accompanying prospectus and, in particular, those set forth below contain important information about Vodafone and its financial condition. We incorporate by reference in this prospectus supplement and the accompanying prospectus, among others, the following documents:

Vodafone SEC Filings (File No. 001-10086)			Period
Annual Report on Form 20-F			Fiscal year ended March 31, 2026, filed May 22, 2026
Report on Form 6-K			Capitalization and Indebtedness Table as at March 31, 2026, filed June 5, 2026

You should read “Where You Can Find More Information” in the accompanying prospectus for information on how to obtain the documents incorporated by reference or other information relating to Vodafone.

S-4

TABLE OF CONTENTS

GENERAL INFORMATION

No person has been authorized to provide you with information that is different from what is contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, and, if given or made, such information must not be relied upon as having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the Notes to which it relates or an offer to sell or the solicitation of an offer to buy such Notes by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the accompanying prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus supplement or that the information contained in this prospectus supplement and the accompanying prospectus is correct as of any time subsequent to its date.

The distribution of this prospectus supplement and the accompanying prospectus and the offering and sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come are required by us and the underwriters to inform themselves about and to observe any such restrictions.

Vodafone’s registered office is located at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.

S-5

TABLE OF CONTENTS