Share-based payments

12 Months Ended

Mar. 31, 2026



26. Share-based payments

The Group has a number of share plans used to award shares to Executive Directors and employees as part of their remuneration package. A charge is recognised over the vesting period in the consolidated income statement to record the cost of these, based on the fair value of the award on the grant date.

Accounting policies

The Group issues equity-settled share-based awards to certain employees. Equity-settled share-based awards are measured at fair value (excluding the effect of

non-market-based

vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based award is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the effect of

non-market-based

vesting conditions. A corresponding increase in additional

paid-in

capital is also recognised.

Some share awards have an attached market condition, based on total shareholder return (‘TSR’), which is taken into account when calculating the fair value of the share awards. The valuation for the TSR is based on Vodafone’s ranking within the same group of companies, where possible, over the past five years.

The fair value of awards of

non-vested

shares is a calculation of the closing price of the Company’s shares on the day prior to the grant date, adjusted for the present value of the delay in receiving dividends where appropriate.

The maximum aggregate number of ordinary shares which may be issued or transferred from Treasury in respect of share options or share plans will not (without shareholder approval) exceed:

–	10% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans; and

–	5% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans, other than any plans which are operated on an all-employee basis.

Share options

Vodafone Sharesave Plan

Under the Vodafone Sharesave Plan UK staff may acquire shares in the Company through monthly savings of up to £375 over a three and/or five year period. The savings may then be used to purchase shares at the option price, which is set at the beginning of the invitation period at a discount of up to 20% to the then prevailing market price of the Company’s shares.

Share plans

Vodafone Group executive plans

Under the Vodafone Global Incentive Plan awards of shares are granted to Directors and certain employees. The release of these shares is conditional upon continued employment and for some awards achievement of certain performance targets measured over a three year period.

Movements in outstanding ordinary share options



	Ordinary share options

	2026 Millions			2025 Millions			2024 Millions
1 April		65			70			62
Granted		4			13			63
Forfeited		(1	)		(1	)		(1	)
Exercised		(2	)		–			–
Expired		(7	)		(17	)		(54	)
31 March		59			65			70
Weighted average exercise price:
1 April		£0.62			£0.66			£0.87
Granted		£0.70			£0.61			£0.58
Forfeited		£0.63			£0.63			£0.81
Exercised		£0.72			£0.58			£1.06
Expired		£0.76			£0.74			£0.82
31 March		£0.61			£0.62			£0.66

Summary of options outstanding



	31 March 2026						31 March 2025
	Outstanding Millions		Weighted price		Weighted Months		Outstanding Millions		Weighted price		Weighted Months
Vodafone Group Sharesave Plan:
£0.58 - £1.28		59		£0.61		14		65		£0.62		23

Share awards

Movements in

non-vested

shares are as follows:



	2026					2025					2024

	Millions			Weighted average fair value at grant date		Millions			Weighted average fair value at grant date		Millions			Weighted average fair value at grant date
1 April		369			£0.77		317			£0.92		261			£1.14
Granted		153			£0.80		187			£0.70		177			£0.72
Vested		(71	)		£0.97		(85	)		£1.09		(76	)		£1.17
Forfeited		(74	)		£0.81		(50	)		£0.90		(45	)		£0.99
31 March		377			£0.74		369			£0.77		317			£0.92

Other information

The total fair value of shares vested during the year ended 31 March 2026 was £69 million (2025: £93 million; 2024: £89 million).

The compensation cost included in the consolidated income statement in respect of share options and share plans was

€

103 million (2025:

€

112 million; 2024:

€

125 million) which is comprised principally of equity-settled transactions.

The average share price for the year ended 31 March 2026 was 89.5 pence (2025: 71.3 pence; 2024: 74.7 pence).