[6-K] WPP PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

WPP plc granted a conditional share award to its Chief Executive Officer on 8 September 2025 totaling 1,137,233 ordinary shares. The award was made to buy out incentives forfeited when she left her former employer and was determined under the Directors' Compensation Policy. The conditional shares will vest in tranches between 1 December 2025 and 1 September 2030, subject to continued employment. The award number was calculated using the average mid-market closing price of WPP ordinary shares on the London Stock Exchange for the three months before grant. The grant was reported on Form 6-K and the award carries a nil cash price; the shares are ordinary shares (10 pence) with ISIN JE00B8KF9B49.

Positive

• Clear disclosure of the share award amount (1,137,233 shares) and vesting schedule
• Award aligned with Directors' Compensation Policy and disclosed as a buy-out of forfeited incentives
• Methodology stated — award based on three-month average mid-market closing price

Negative

• No disclosure of performance conditions — vesting appears to be solely time-based and subject only to continued employment
• No financial impact provided — grant-date fair value, expected expense or dilution impact are not stated
• No information on tax or clawback provisions in this filing

Insights

Corporate Governance Expert

TL;DR: A routine CEO buy-out award disclosed, structured with multi-year vesting tied to continued employment.

The grant replaces forfeited incentives from the CEO's prior employer and follows the company's Directors' Compensation Policy. Vesting over nearly five years aligns long-term retention incentives with service, not explicit performance metrics in this disclosure. The disclosure specifies the share count methodology (three-month average mid-market price) and that the award was granted at nil cash price. For investors, the item is material as it affects share-based remuneration expense and potential future dilution, but no performance conditions or financial impact figures are provided here.

Executive Compensation Analyst

TL;DR: Material quantum disclosed (1,137,233 shares) with time-based vesting; lacks disclosed performance hurdles or cost accounting details.

The award size is explicitly stated and tied to buy-out treatment rather than newly earned incentive, which clarifies rationale. Vesting dates span 1 December 2025 to 1 September 2030 and are subject to continued employment only. The company used a standard market-price averaging method to determine the award quantum. The filing does not disclose grant-date fair value, expected accounting charge, or whether any performance conditions apply, limiting assessment of future expense or alignment with shareholder outcomes.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 6-K

____________________

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the Month of September 2025

Commission File Number: 001-38303

______________________

WPP plc

(Translation of registrant's name into English)

________________________

Sea Containers, 18 Upper Ground

London, United Kingdom SE1 9GL

(Address of principal executive offices)

_________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of 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): ___

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ___

Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Forward-Looking Statements

The Company may include forward-looking statements (including as defined in the U.S. Private Securities Litigation Reform Act of 1995) in oral or written public statements issued by or on behalf of the Company. These forward-looking statements may include, among other things, plans, objectives, beliefs, intentions, strategies, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as ‘aim’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘forecast’, ‘guidance’, ‘intend’, ‘may’, ‘will’, ‘should’, ‘potential’, ‘possible’, ‘predict’, ‘project’, ‘plan’, ‘target’, and other words and similar references to future periods but are not the exclusive means of identifying such statements. As such, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances that are beyond the control of the Company. Actual results or outcomes may differ materially from those discussed or implied in the forward-looking statements. Therefore, you should not rely on such forward-looking statements, which speak only as of the date they are made, as a prediction of actual results or otherwise. Important factors which may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel; delays, suspensions or reductions in client advertising budgets; shifts in industry rates of compensation; regulatory compliance costs or litigation; changes in competitive factors in the industries in which we operate and demand for our products and services; changes in client advertising, marketing and corporate communications requirements; our inability to realise the future anticipated benefits of acquisitions; failure to realise our assumptions regarding goodwill and indefinite lived intangible assets; natural disasters or acts of terrorism; the Company’s ability to attract new clients; the economic and geopolitical impact of the conflicts in Ukraine and the Middle East; the risk of global economic downturn; slower growth, increasing interest rates and high and sustained inflation; tariffs and other trade barriers; supply chain issues affecting the distribution of our clients’ products; technological changes and risks to the security of IT and operational infrastructure, systems, data and information resulting from increased threat of cyber and other attacks; effectively managing the risks, challenges and efficiencies presented by using Artificial Intelligence (AI) and Generative AI technologies and partnerships in our business; risks related to our environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives; the Company’s exposure to changes in the values of other major currencies (because a substantial portion of its revenues are derived and costs incurred outside of the UK); and the overall level of economic activity in the Company’s major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the world’s advertising markets). In addition, you should consider the risks described in Item 3D, captioned “Risk Factors” in the Company’s most recent Annual Report on Form 20-F, which could also cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking statements included in this document should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved. Neither the Company, nor any of its directors, officers or employees, provides any representation, assurance or guarantee that the occurrence of any events anticipated, expressed or implied in any forward-looking statements will actually occur. Other than in accordance with its legal or regulatory obligations (including under the Market Abuse Regulation, the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority), the Company undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

EXHIBIT INDEX

Exhibit No.	Description
1	Chief Executive Share Awards dated 09 September 2025, prepared by WPP plc.

FOR IMMEDIATE RELEASE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     9 September 2025

WPP plc ("WPP")

Chief Executive Share Awards

On 8 September 2025, a conditional share award was granted to the Chief Executive Officer under the 2022 Executive Performance Share Plan. 

Executive Director	Number of shares awarded
Cindy Rose	1,137,233

This award is made in respect of buy-outs of outstanding incentives she forfeited upon leaving her former employer and has been determined in accordance with the Directors' Compensation Policy. The award is in the form of a conditional share award which will vest in tranches between 1 December 2025 and 1 September 2030, subject to continued employment.

The number of shares awarded was based on an average mid-market closing share price of the Company's ordinary shares as traded on the London Stock Exchange for the three months prior to the date of grant. 

1.	Details of PDMR/person closely associated with them ('PCA')
a)	Name	Cindy Rose
b)	Position/status	Chief Executive Officer
c)	Initial notification/amendment	Initial notification
2.	Details of the issuer
a)	Full name of the entity	WPP plc
b)	Legal Entity Identifier code	549300LSGBXPYHXGDT93
3.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument	Ordinary shares of 10 pence each ('Ordinary Shares') ISIN: JE00B8KF9B49
b)	Nature of the transaction	Grant of conditional share award over WPP plc ordinary shares under the WPP plc Executive Performance Share Plan

c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Nil	1,137,233
d)	Aggregated information -     Aggregated number -     Aggregated Price -     Total	N/A
e)	Date of the transaction	8 September 2025
f)	Place of the transaction	London Stock Exchange (XLON)

This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.

Balbir Kelly-Bisla

Company Secretary

Further Information

Media: press@wpp.com

Investors: irteam@wpp.com

About WPP

WPP is the creative transformation company. We use the power of creativity to build better futures for our people, planet, clients and communities. For more information, visit www.wpp.com.

END

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 authorized.

	WPP PLC
	(Registrant)
Date: 09 September 2025.	By:  ______________________
	Balbir Kelly-Bisla
	Company Secretary

FAQ

What did WPP (WPP) disclose about the CEO share award?

WPP disclosed a conditional award of 1,137,233 ordinary shares granted on 8 September 2025 to the Chief Executive as a buy-out of forfeited incentives.

When do the CEO shares vest under the award?

The conditional shares will vest in tranches between 1 December 2025 and 1 September 2030, subject to continued employment.

How was the number of shares for the WPP CEO award determined?

The award number was based on the average mid-market closing share price of WPP ordinary shares on the London Stock Exchange for the three months prior to the grant date.

What share class and ISIN are associated with the award?

The award is for WPP ordinary shares of 10 pence each; ISIN JE00B8KF9B49.

Was any cash price paid for the CEO award?

The filing indicates the transaction price is nil (the award is conditional share-based).