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
February 18, 2026
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 ✓
Form 40-F _
This
Report on Form 6-K contains a Stock Exchange Announcement dated 18
February 2026 entitled ‘Vodafone sells stake in
VodafoneZiggo’.
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18 FEBRUARY 2026 | LONDON, UK
Vodafone sells stake in VodafoneZiggo to Liberty
Global
● Vodafone has
agreed to sell its 50% stake for €1.0 billion in cash and a
10% stake in the new Ziggo Group, which will own 100% of
VodafoneZiggo and Telenet
● Potential for
further value creation through the planned spin-off of shares to
Liberty Global's shareholders and the listing of Ziggo Group in
Amsterdam in 2027
● Vodafone will provide certain services, including
brand licensing, to VodafoneZiggo for a total of €625 million
over the next 10 years
Vodafone Group Plc ("Vodafone") announces that it has agreed to
sell its 50% interest in VodafoneZiggo Group Holding B.V.
("VodafoneZiggo") to Liberty Global plc ("Liberty Global") for
€1.0 billion in cash and a 10% shareholding in a
soon-to-be-formed Benelux entity ("Ziggo Group"), which will own
100% of both VodafoneZiggo and Liberty Global's Belgian subsidiary,
Telenet Group Holding ("Telenet")1,
(the "Transaction").
The cash consideration of €1.0 billion
values VodafoneZiggo at 7.1x EV / CY2025 Adjusted EBITDA and 14.2x
EV / CY2025 OpFCF2.
Liberty
Global's intention is to spin-off its 90% stake in Ziggo Group to
existing shareholders and list 100% of Ziggo Group on Euronext in
Amsterdam in 2027. Vodafone has the option to sell its 10%
shareholding in Ziggo Group to a third party should a spin not
occur within 18 months after completion.
Liberty
Global expects Ziggo Group will benefit from financial and
operational synergies.
Vodafone
and Liberty Global have also agreed that Vodafone will continue to
provide certain services, including brand licensing, to
VodafoneZiggo (the "Group Services") with expected charges of
€625 million over the next 10 years.
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Margherita Della Valle, Chief Executive of Vodafone Group,
commented: "We're pleased to have agreed the sale of our 50% share
in VodafoneZiggo at an attractive valuation. This transaction
delivers €1 billion in cash to Vodafone, and we have the
potential for further value creation through our 10% stake in Ziggo
Group, a business with greater scale."
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The
Transaction is subject to the receipt of customary approvals and
regulatory clearances and is expected to complete in the second
half of 2026.
<ENDS>
Contact details
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Media Relations:
Vodafone.com/media/contact
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Investor Relations:
investors.vodafone.com
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Registered Office: Vodafone
House, The Connection, Newbury, Berkshire RG14 2FN, England.
Registered in England No. 1833679
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Footnotes
1. Excluding
the economic benefit of 50% of Telenet's shareholding in the
fibre-to-the-home network infrastructure vehicle Wyre B.V., which
will be retained by Liberty Global.
2. Valuation
multiples reflect the below values for VodafoneZiggo for the
12-month period ending 31 December 2025.
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Adjusted EBITDA*
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€1.75bn
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Capex
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€0.87bn
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Adjusted OpFCF**
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€0.88bn
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Enterprise Value ("EV")
Net Debt
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€12.43bn
€10.43bn
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EV / Adjusted EBITDA
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7.1x
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EV / Adjusted OpFCF
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14.2x
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*Adjusted
EBITDA, as defined by VodafoneZiggo, is defined as net earnings
(loss) before net income tax benefit (expense), other non-operating
income or expenses, net gains (losses) on debt extinguishment, net
foreign currency transaction gains (losses), net gains (losses) on
derivative instruments, net interest expense, depreciation and
amortization, share-based compensation, provisions and provision
releases related to significant litigation and impairment,
restructuring and other operating items. Other operating items
include (i) gains and losses on the disposition of long-lived
assets, (ii) third-party costs directly associated with successful
and unsuccessful acquisitions and dispositions, including legal,
advisory and due diligence fees, as applicable, and (iii) other
acquisition-related items, such as gains and losses on the
settlement of contingent consideration.
**Adjusted
OpFCF is defined as Adjusted EBITDA less P&E additions. P&E
Additions is defined by VodafoneZiggo as including capital
expenditures on an accrual basis, amounts financed under vendor
financing or finance lease arrangements and other non-cash
additions.
About VodafoneZiggo
VodafoneZiggo is a leading telecoms operator in the Netherlands,
providing mobile and fixed line services to both consumer and
business customers.
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.
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VODAFONE
GROUP
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PUBLIC
LIMITED COMPANY
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(Registrant)
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Date:
February 18, 2026
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By: /s/ M D B
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Name: Maaike de Bie
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Title: Group General Counsel and Company Secretary
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