Business Context and Reporting Period
This Form 6-K filing by Vodafone Group Public Limited Company is dated July 31, 2026. The report discloses a Stock Exchange Announcement regarding the notification of transactions by Persons Discharging Managerial Responsibilities (PDMRs). The filing details the grant of equity-based awards under the Vodafone Global Incentive Plan 2023 to senior executives on July 30, 2026.
Key Financial Metrics and Award Details
The filing does not report consolidated revenue, profit, cash flow, or debt metrics for the period. Instead, it focuses on executive compensation metrics:
- Instrument Types: Global Long-Term Incentive (GLTI) performance shares and Market Value Share Options (MVSO).
- Exercise Price: MVSO options have an exercise price of £1.1123 per share.
- Consideration: No consideration was paid for the grant of these awards.
- Performance Targets (GLTI):
- Adjusted Free Cash Flow range: €8.7bn (threshold) to €10.3bn (maximum).
- ESG: 39% representation of women in management by March 31, 2029.
- ESG: 81.5% reduction in Scope 1 and 2 emissions versus FY20 baseline by March 31, 2029.
Material Changes and Transactions
The filing reports the initial notification of equity grants to 12 senior executives. The total volume of instruments granted is as follows:
| Executive Name | Position | GLTI Shares Granted | MVSO Options Granted |
|---|---|---|---|
| Margherita Della Valle | Group Chief Executive | 4,070,955 | 4,885,147 |
| Pilar López | Group Chief Financial Officer | 2,053,176 | 2,463,813 |
| Ahmed Essam | CEO European Markets | 2,265,575 | 2,718,691 |
| Guillaume Boutin | CEO Investments and Strategy | 1,762,113 | 2,114,537 |
| Alberto Ripepi | Group Chief Network Officer | 1,444,568 | 1,733,482 |
| Scott Petty | Group Chief Technology Officer | 1,384,518 | 1,661,422 |
| Joakim Reiter | Chief External and Corporate Affairs Officer | 1,384,518 | 1,661,422 |
| Maaike de Bie | Group General Counsel | 1,422,276 | 1,706,733 |
| Marika Auramo | CEO Vodafone Business | 1,434,863 | 1,721,837 |
| Ruth McGill | Chief Human Resources Officer | 1,321,585 | 1,585,903 |
| Shameel Joosub | CEO Vodacom Group | 461,186 | 553,424 |
Guidance, Outlook, and Risks
Outlook and Vesting Conditions:
- Awards vest on July 30, 2029, subject to continued employment and satisfaction of performance conditions over the three-year period ending March 31, 2029.
- GLTI awards attract dividend equivalents.
- The number of GLTI shares granted represents the maximum potential; actual vesting will be reduced if performance targets are not met.
Risks and Contingencies:
- Performance Risk: Vesting is contingent on achieving specific Free Cash Flow and ESG targets. Failure to meet these thresholds will result in reduced share awards.
- Employment Risk: Vesting is conditional on the executive remaining employed by the Vodafone Group.
Management Commentary: The filing references the 2026 Directors' Remuneration Report for further details on option calculations. No specific commentary on market conditions or operational outlook is provided in this document.
Key Facts for Investor Verification
- Verify the exercise price of £1.1123 against the market price of Vodafone shares on July 30, 2026, to assess the intrinsic value of the options granted.
- Review the 2026 Directors' Remuneration Report for the full methodology behind the grant calculations and any clawback provisions.
- Monitor future performance reports to track progress against the €8.7bn–€10.3bn Free Cash Flow target and the 81.5% emissions reduction goal.
- Confirm that the total number of shares and options granted aligns with the company's overall equity incentive plan limits.