WPP plc (WPP): UBS Group reports 5.18% voting rights position in WPP

Rhea-AI Filing Summary

WPP plc has filed a report showing that UBS AG has notified a major shareholding in the company. UBS now holds a total of 5.183476% of WPP’s voting rights, corresponding to 55,919,465 voting rights. Of this, 5.031210% (54,276,813 voting rights) is held through ordinary shares, while a further 0.152266% is held through various financial instruments, including depositary receipts, rights to recall lent shares, long call options, equity swaps and swaps on baskets. UBS Group AG is listed as the ultimate controlling entity through several controlling chains. The filing also reiterates WPP’s standard caution that any forward-looking statements are subject to significant risks and uncertainties.

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 November 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 27 November 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

Non-UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

UBS Group AG-Investment Bank & Global Wealth Management

City of registered office (if applicable)

London

Country of registered office (if applicable)

United Kingdom

4. Details of the shareholder

Name	City of registered office	Country of registered office
UBS AG	London	United Kingdom

5. Date on which the threshold was crossed or reached

25-Nov-2025

6. Date on which Issuer notified

27-Nov-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	5.031210	0.152266	5.183476	55919465
Position of previous notification (if applicable)

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		54276813		5.031210
Sub Total 8.A	54276813		5.031210%

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
Depositary Receipts (US92937A1025)		At any time	13495	0.001251
Right to Recall on Depositary Receipts (US92937A1025)		At any time	186835	0.017319
Right to Recall of Lent shares		At any time	789955	0.073225
Long Call Option	18/12/2026		410000	0.038005
Sub Total 8.B1			1400285	0.129800%

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
Long Call Option	28/01/2026-18/02/2026		Cash	114031	0.010570
Equity Swaps	12/12/2025-26/03/2029		Cash	6959	0.000645
Swaps On Baskets	29/08/2030		Cash	121377	0.011251
Sub Total 8.B2				242367	0.022466%

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
UBS Group AG (Chain 1)
UBS Group AG (Chain 1)	UBS AG	5.024882		5.128641%
UBS Group AG (Chain 2)
UBS Group AG (Chain 2)	UBS AG	5.024882		5.128641%
UBS Group AG (Chain 2)	UBS Europe SE
UBS Group AG (Chain 3)
UBS Group AG (Chain 3)	UBS AG	5.024882		5.128641%
UBS Group AG (Chain 3)	UBS Americas Holding LLC
UBS Group AG (Chain 3)	UBS Americas Inc.
UBS Group AG (Chain 3)	UBS Securities LLC
UBS Group AG (Chain 4)
UBS Group AG (Chain 4)	UBS AG	5.024882		5.128641%
UBS Group AG (Chain 4)	UBS Switzerland AG

10. In case of proxy voting

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information

12. Date of Completion

27-Nov-2025

13. Place Of Completion

Zurich, Switzerland

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: 27 November 2025.	By:  ______________________
	Balbir Kelly-Bisla
	Company Secretary

FAQ

What major shareholding in WPP (WPP) was disclosed in this report?

The report shows that UBS AG has notified a major holding in WPP plc, with a combined position representing 5.183476% of WPP’s voting rights, equal to 55,919,465 voting rights.

How much of WPP’s voting rights does UBS hold directly through shares?

UBS holds 5.031210% of WPP’s voting rights through ordinary shares, representing 54,276,813 voting rights attached to shares with ISIN JE00B8KF9B49.

What portion of UBS’s WPP position is held via financial instruments?

UBS holds an additional 0.152266% of WPP’s voting rights via financial instruments. These total 1,400,285 voting rights under DTR 5.3.1R (1)(a) and 242,367 voting rights under DTR 5.3.1R (1)(b), including depositary receipts, rights to recall lent shares, long call options, equity swaps and swaps on baskets.

Who is identified as the ultimate controlling person of the UBS holdings in WPP?

The notification identifies UBS Group AG as the ultimate controlling person, with multiple control chains that include entities such as UBS AG, UBS Europe SE, UBS Americas Holding LLC, UBS Americas Inc., UBS Securities LLC and UBS Switzerland AG.

What types of derivatives or structured positions linked to WPP shares does UBS hold?

UBS reports several instruments linked to WPP, including Depositary Receipts (US92937A1025), Right to Recall on Depositary Receipts (US92937A1025), Right to Recall of lent shares, long call options with expiries up to 18/12/2026, and equity swaps and swaps on baskets with cash settlement, with maturities extending to 29/08/2030.

What cautionary language does WPP include about forward-looking statements?

WPP explains that forward-looking statements involve risks and uncertainties beyond its control and that actual results may differ materially. It lists factors such as loss of major clients, economic and geopolitical conditions, technological changes, AI-related risks, regulatory and ESG factors, and currency movements, and notes it undertakes no obligation to update such statements except as required by law.