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

Rhea-AI Filing Summary

WPP plc received a TR-1 notification of major holdings dated 01 September 2025. The notice shows Mondrian Investment Partners (via controlled undertakings including AVGP Limited and MIPH Limited) holds 49,385,441 shares, representing 4.577800% of WPP's voting rights on the reporting date. The filing records a prior position of 0.271660% and discloses related chain-of-control entities. This Form 6-K is a disclosure of shareholding thresholds rather than operating results or earnings.

Positive

• Clear regulatory disclosure of a major holding dated 01 September 2025
• Mondrian Investment Partners disclosed 49,385,441 shares, equal to 4.577800% of voting rights
• Chain of controlled undertakings (including AVGP Limited and MIPH Limited) is identified

Negative

• No information on purchase price, transaction date or mechanism is provided to assess valuation impact
• The filing does not state Mondrian's voting intentions or any strategic plans, limiting investor insight
• No operating, earnings or balance sheet data accompanies this Form 6-K; it is solely a shareholding notice

Insights

Financial Analyst

TL;DR: A notable institutional stake disclosure: 4.58% of voting rights signals meaningful investor interest, not operational change.

The TR-1 shows Mondrian Investment Partners increased to 49,385,441 shares, equal to 4.577800% of WPP voting rights. For analysts this is a meaningful, visible position size that could influence dialogue with management or proxy outcomes depending on intent, but the filing contains no information on voting intentions, changes to governance, or plans to increase/decrease the position. There are no accompanying financial metrics or transaction price details, so valuation impact cannot be assessed from this notice alone.

Corporate Governance Expert

TL;DR: Regulatory disclosure completed; the stake crosses a notifiable threshold but contains no statement of strategic intent.

The TR-1 fulfils disclosure obligations by identifying the holder, controlled undertakings, and the percentage of voting rights (4.577800%). From a governance perspective, a near-5% holding is large enough to warrant monitoring for engagement or voting influence, yet the filing does not state any coordination, control changes, or proposals. Investors should treat this as a material ownership disclosure without further governance implications stated in the document.

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	Notification of Major Holdings dated 01 September 2025, prepared by WPP plc.

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

JE00B8KF9B49

Issuer Name

WPP PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

Mondrian Investment Partners Limited

City of registered office (if applicable)

London

Country of registered office (if applicable)

United Kingdom

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above City of registered office (if applicable) Country of registered office (if applicable)

5. Date on which the threshold was crossed or reached

29-Aug-2025

6. Date on which Issuer notified

01-Sep-2025

7. Total positions of person(s) subject to the notification obligation

	% of voting rights attached to shares (total of 8.A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached	4.577800	0.364050	4.941850	53312796
Position of previous notification (if applicable)	4.775870	0.271660	5.047530

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	Number of indirect voting rights (DTR5.2.1)	% of direct voting rights (DTR5.1)	% of indirect voting rights (DTR5.2.1)
JE00B8KF9B49		49385441		4.577800
Sub Total 8.A	49385441		4.577800%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument	Expiration date	Exercise/conversion period	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
ADR			3927355	0.364050
Sub Total 8.B1			3927355	0.364050%

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument	Expiration date	Exercise/conversion period	Physical or cash settlement	Number of voting rights	% of voting rights
Sub Total 8.B2

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person	Name of controlled undertaking	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
AVGP Limited	Atlantic Value Investment Partnership LP
Atlantic Value Investment Partnership LP	MIPH Limited
MIPH Limited	Mondrian Investment Partners Limited
Mondrian Investment Partners Limited				4.941850%

10. In case of proxy voting

Name of the proxy holder

Mondrian Investment Partners Limited

The number and % of voting rights held

53,312,796 and 4.94185%

The date until which the voting rights will be held

01/09/2025

11. Additional Information

Mondrian is a London-based discretionary investment manager. Client assets managed by Mondrian are custodied at our clients' custodians of choice (i.e., Mondrian does not act as custodian for any of its clients).

12. Date of Completion

13. Place Of Completion

London, UK

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 September 2025.	By:  ______________________
	Balbir Kelly-Bisla
	Company Secretary

FAQ

What stake in WPP (WPP) did Mondrian disclose in the Form 6-K?

The notice reports Mondrian Investment Partners holds 49,385,441 shares, representing 4.577800% of voting rights.

When was the major holdings notification filed for WPP?

The TR-1 notification is dated and reported as 01 September 2025 in the filing.

Does the filing state Mondrian's voting intentions or strategic plans for WPP?

No. The Form 6-K/TR-1 discloses holdings and controlled undertakings but does not state voting intentions or strategic plans.

Which controlled undertakings are named in the disclosure?

The disclosure lists controlled entities including AVGP Limited, MIPH Limited and Mondrian Investment Partners Limited.

Does this filing include WPP financial results or earnings data?

No. This Form 6-K contains a notification of major holdings only and provides no earnings or financial statement information.