VOD Vodafone Group PLC

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 16, 2023

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 x     Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

This Report on Form 6-K contains a Stock Exchange Announcement dated 16 March 2023 entitled ‘Transaction in Own Shares’.

16 March 2023

Vodafone Group Plc (‘Vodafone’)

ISIN Code: GB00BH4HKS39

Transaction in Own Shares

Vodafone announces that it has purchased the following number of its ordinary shares of 20^20/21 US cents on Exchange (as defined in the Rules of the London Stock Exchange) from Goldman Sachs International ('Goldman Sachs') as part of its buy-back programme announced on 16 November 2022 (the ‘Programme’). The sole purpose of this Programme is to reduce the issued share capital of Vodafone to offset the increase in the issued share capital as a result of the maturing of the second tranche of a two-tranche mandatory convertible bond (‘MCB’) issued by Vodafone in March 2019. Following completion of the Programme, the increase in the issued share capital as a result of the maturing of the second tranche of the MCB will be fully offset.

Vodafone intends to hold the purchased shares in treasury. Following the purchase of these shares, Vodafone holds 1,825,691,429 of its ordinary shares in treasury and has 26,992,564,629 ordinary shares in issue (excluding treasury shares).

As part of the Programme, Goldman Sachs purchases Vodafone (213800TB53ELEUKM7Q61) ordinary shares and sells such shares to Vodafone. In connection with the above purchases, on 15 March 2023 Goldman Sachs (as principal) elected to purchase 6,074,465 Vodafone ordinary shares to sell to Vodafone. A schedule of individual trades carried out by Goldman Sachs on 15 March 2023 is set out below.

These purchases are the last purchases to be made under the Programme, as the Programme has now been completed in accordance with its terms.

Schedule of purchases – aggregate information

Schedule of purchases – individual transactions