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

Rhea-AI Filing Summary

This Form 6-K from WPP plc (LSE/NYSE: WPP) furnishes an update on the company’s share capital and voting rights as at 30 June 2025. WPP reports 1,091,394,251 ordinary shares of 10 pence each in issue, of which 12,591,893 shares are held in treasury. After deducting treasury shares, the total voting rights amount to 1,078,802,358. Shareholders should use this denominator when assessing disclosure thresholds under the UK FCA’s Disclosure Guidance and Transparency Rules. No financial results, guidance revisions or transactional details are included; the filing largely provides compliance information relevant to ownership reporting and potential dilution considerations.

Insights

Corporate Governance Expert

TL;DR – Neutral housekeeping update; sets new denominator for regulatory disclosures.

The filing is a routine notification required under UK and EU transparency regimes. By stating the issued share capital and the number of shares held in treasury, WPP clarifies the exact quantity of voting rights outstanding (1.079 billion). This figure matters for investors monitoring substantial shareholdings or building positions near disclosure thresholds. However, the document does not reveal repurchase activity, capital raising, or any shift in strategic direction. As such, it carries no material impact on valuation, earnings, or cash flow, serving mainly to keep the market informed of the capital structure baseline.

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 July 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 Group’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	Total Voting Rights and Capital dated 01 July 2025, prepared by WPP plc.

For Immediate Release 1 July 2025

WPP PLC ("WPP")

Total Voting Rights and Capital

WPP confirms that its issued share capital as at 30 June 2025 consisted of 1,091,394,251 ordinary shares of 10 pence each ("Ordinary Shares"), of which 12,591,893 Ordinary Shares were held in Treasury.

Therefore, the total number of voting rights in WPP is 1,078,802,358. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, WPP under the FCA's Disclosure Guidance and Transparency Rules.

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: 01 July 2025.	By:  ______________________
	Balbir Kelly-Bisla
	Company Secretary

FAQ

How many ordinary shares does WPP (WPP) have in issue as of 30 June 2025?

WPP reports 1,091,394,251 ordinary shares of 10 pence each in issue.

How many WPP shares are held in treasury?

The company holds 12,591,893 ordinary shares in treasury.

What is the total number of voting rights outstanding for WPP?

After excluding treasury shares, WPP has 1,078,802,358 voting rights outstanding.

Why is the voting-rights figure important for WPP shareholders?

Investors use the voting-rights denominator to determine whether they must notify the FCA of changes in their ownership percentages.

Does this Form 6-K include any earnings or transaction information?

No. The filing is limited to share-capital and voting-rights data; it contains no earnings, guidance, or M&A details.