WPP (WPP) files indenture and legal opinions for guaranteed notes

Rhea-AI Filing Summary

WPP plc, a foreign private issuer, furnished a Form 6-K that is automatically incorporated into its existing registration statement on Form F-3 for WPP plc and related issuing entities. The submission attaches the core legal documents for a series of guaranteed notes.

The exhibits include an indenture and a first supplemental indenture involving WPP Finance 2010, WPP 2025 LLC, WPP Jubilee Limited, WPP 2005 Limited and Wilmington Trust as trustee, with Citibank as registrar and paying agent. Legal opinions from Allen Overy Shearman Sterling and Mourant Ozannes (Jersey) LLP address the validity of the guaranteed notes under New York, English and Jersey law.

Key Terms

foreign private issuer, registration statement on Form F-3, Indenture, First Supplemental Indenture, +1 more

5 terms

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

registration statement on Form F-3 regulatory

"INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

Indenture financial

"Indenture among WPP Finance 2010, WPP 2025 LLC, WPP plc"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

First Supplemental Indenture financial

"First Supplemental Indenture, among WPP 2025 LLC, WPP plc"

guaranteed notes financial

"validity of the guaranteed notes as to certain matters"

Guaranteed notes are a type of investment where a third party promises to pay back your money with interest, no matter what happens to the market or the issuer. They matter because they offer added security, making them appealing to investors who want more certainty about getting their money back. Think of it like lending someone money with a guarantee from a trusted friend that you'll get paid back.

Form 6-K: How Foreign Companies Report to the SEC →

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 March 30, 2026

Commission File Number: 001-38303

WPP plc
(Translation of registrant’s name into English)

Sea Containers

18 Upper Ground

London SE1 9GL, United Kingdom

(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 ☒ Form 40-F ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-294468) OF WPP PLC, WPP 2025 LLC, WPP JUBILEE LIMITED AND WPP 2005 LIMITED AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT INDEX

Exhibit Number	Description
4.1	Indenture among WPP Finance 2010, WPP 2025 LLC, WPP plc, WPP Jubilee Limited, WPP 2005 Limited, and Wilmington Trust, National Association, as trustee and Citibank, N.A., as registrar and paying agent
4.2	First Supplemental Indenture, among WPP 2025 LLC, WPP plc, WPP Jubilee Limited, WPP 2005 Limited, and Wilmington Trust, National Association, as trustee and Citibank, N.A., as registrar and paying agent
5.1	Opinion of Allen Overy Shearman Sterling as to the validity of the guaranteed notes as to certain matters of New York law
5.2	Opinion of Allen Overy Shearman Sterling as to the validity of the guaranteed notes as to certain matters of English law
5.3	Opinion of Mourant Ozannes (Jersey) LLP, Jersey, as to the validity of the guaranteed notes as to certain matters of Jersey law

SIGNATURE

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)
Dated: March 30, 2026	By:	/s/ Alexander Ashby
		Name:  Alexander Ashby
		Title:  Authorized Signatory

FAQ

What does WPP (WPP) report in this Form 6-K?

WPP plc’s Form 6-K furnishes legal and contractual documents related to guaranteed notes. It includes an indenture, a supplemental indenture, and multiple legal opinions, and is incorporated by reference into WPP’s existing Form F-3 registration statement for future securities offerings.

How is this WPP (WPP) Form 6-K linked to the Form F-3 registration?

The Form 6-K is expressly deemed incorporated by reference into WPP plc’s Form F-3 registration statement. This means the attached indentures and legal opinions become part of that shelf registration, supporting potential future issuances of guaranteed notes by WPP and affiliated issuing entities.

Which entities are parties to the WPP (WPP) indenture exhibits?

The indenture exhibits list WPP Finance 2010, WPP 2025 LLC, WPP plc, WPP Jubilee Limited, WPP 2005 Limited, Wilmington Trust as trustee, and Citibank as registrar and paying agent. These entities define the contractual framework and responsibilities tied to the guaranteed notes’ issuance and administration.

What legal opinions are included in WPP’s (WPP) Form 6-K?

The filing includes opinions from Allen Overy Shearman Sterling under New York and English law, and from Mourant Ozannes (Jersey) LLP under Jersey law. Each opinion addresses the validity of the guaranteed notes, helping confirm that the instruments are properly authorized and enforceable in those jurisdictions.

Does this WPP (WPP) Form 6-K describe financial results or earnings?

No, the Form 6-K focuses on legal documentation for guaranteed notes rather than earnings. It provides an indenture, a supplemental indenture, and legal validity opinions, and incorporates these documents into WPP’s Form F-3 registration statement for securities issuance purposes.

What role do Wilmington Trust and Citibank play in WPP’s (WPP) note structure?

Wilmington Trust is named as trustee, overseeing noteholder protections, while Citibank is registrar and paying agent. Together, they administer key operational aspects of the guaranteed notes, including record-keeping and payment flows, under the terms of the indenture and supplemental indenture.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.1 FORM OF BASE INDENTURE 614.8 KB
• EX-4.2 FIRST SUPPLEMENTAL INDENTURE 204.5 KB
• EX-5.1 OPINION OF ALLEN OVERY SHEARMAN STERLING ON CERTAIN MATTERS OF NEW YORK LAW 22.4 KB
• EX-5.2 OPINION OF ALLEN OVERY SHEARMAN STERLING ON CERTAIN MATTERS OF ENGLISH LAW 41.3 KB
• EX-5.3 OPINION OF MOURANT OZANNES (JERSEY) LLP, JERSEY, ON CERTAIN MATTERS OF JERSEY LA 93.8 KB