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

Rhea-AI Filing Summary

WPP filed a Form 6-K reporting a TR-1 notification of major holdings dated 30 September 2025. The notification discloses a shareholder chain including Mondrian Investment Partners Limited and related entities. The TR-1 shows 56,835,591 direct voting rights, equal to 5.268400% of voting rights, and 3,924,940 financial-instrument voting rights (0.364050%), bringing the reported combined stake to 5.632220% of voting rights as of 30/09/2025. The document lists controlled undertakings (AVGP Limited, MIPH Limited and others) through which the position is held and includes the issuer details and standard forward-looking statement disclosures.

Positive

• Regulatory compliance: The filing provides a TR-1 notification and discloses required voting percentages and controlled undertakings.
• Transparency on ownership: Exact counts are given: 56,835,591 direct voting rights and 3,924,940 voting rights via financial instruments.

Negative

• No statement of intent: The notification does not state whether the holder intends to influence management or board composition.
• No transaction details: The filing omits purchase dates, prices, or whether the position resulted from recent acquisitions or restructurings.

Insights

Financial Analyst

TL;DR A shareholder has crossed the 5% reporting threshold, showing a combined stake of 5.63% in WPP as of 30/09/2025.

The TR-1 indicates 56,835,591 shares (5.2684%) held directly and 3,924,940 voting rights (0.36405%) via financial instruments, totaling 5.63222%. For investors, a >5% holding can signal increased influence or monitoring by an institutional investor. The filing does not include any transaction value, intention statement, or changes to management or strategy, so immediate financial impact is not quantified here.

Corporate Governance Expert

TL;DR Crossing the 5% threshold triggers statutory disclosure and may increase engagement with WPP's board and management.

The notification lists the full chain of controlled undertakings (including AVGP Limited and MIPH Limited) and a named investment manager (Mondrian Investment Partners Limited). Such transparency satisfies regulatory requirements and informs other shareholders of a material passive or active stake. The filing contains no statement of intent regarding governance actions or planned changes, leaving the governance implications contingent on future disclosures.

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 30 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

26-Sep-2025

6. Date on which Issuer notified

30-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	5.268400	0.363820	5.632220	60760531
Position of previous notification (if applicable)	4.577800	0.364050	4.941850

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	0	56835591	0.000000	5.268400
Sub Total 8.A	56835591		5.268400%

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			3924940	0.363820
Sub Total 8.B1			3924940	0.363820%

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				5.632220%

10. In case of proxy voting

Name of the proxy holder

Mondrian Investment Partners Limited

The number and % of voting rights held

60,760,531 and 5.63222%

The date until which the voting rights will be held

30/09/2025

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

30-Sep-2025

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

FAQ

What stake in WPP (WPP) was reported in the Form 6-K?

The TR-1 reports 56,835,591 direct voting rights (5.268400%) plus 3,924,940 financial-instrument voting rights (0.364050%), totaling 5.632220% as of 30/09/2025.

Who is identified in the filing as holding the position?

The filing lists a shareholder chain including Mondrian Investment Partners Limited and controlled undertakings such as AVGP Limited and MIPH Limited.

When does the reported ownership percentage apply?

The notification indicates the position on 30/09/2025 and the issuer was notified on 26-09-2025 per the form entries.

Does the filing state the holder's intentions regarding WPP?

No. The TR-1 in this Form 6-K does not include any statement of intent to acquire further shares or to influence management or corporate policy.

Does the document include financial terms or transaction prices?

No. The filing provides voting-right counts and percentages but does not disclose purchase prices or transaction values.