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 February 2026
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 13 February 2026, prepared by WPP
plc.
|
TR-1: Standard form for notification of major holdings
|
1a. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attached ii:
|
WPP
PLC
|
|
1b. Please indicate if the issuer is a non-UK issuer
(please mark with an “X”
if appropriate)
|
|
Non-UK issuer
|
|
|
2. Reason for the notification (please mark the appropriate
box or boxes with an “X”)
|
|
An
acquisition or disposal of voting rights
|
X
|
|
An
acquisition or disposal of financial instruments
|
|
|
An
event changing the breakdown of voting rights
|
|
|
Other
(please specify) iii:
|
|
|
3. Details of person subject to the notification obligation
iv
|
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Name
|
Hotchkis
& Wiley Capital Management, LLC
|
|
City
and country of registered office (if applicable)
|
Los
Angeles, United States of America
|
|
4. Full name of shareholder(s) (if different from 3.)
v
|
|
Name
|
See
Item 11
|
|
City
and country of registered office (if applicable)
|
|
|
5. Date on which the threshold was crossed or reached
vi:
|
11
February 2026
|
|
6. Date on which issuer notified
(DD/MM/YYYY):
|
13
February 2026
|
|
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 (8.A + 8.B) vii
|
|
Resulting
situation on the date on which threshold was crossed or
reached
|
0.32
|
4.72
|
5.04
|
54,385,055
|
|
Position
of previous notification (if
applicable)
|
|
|
|
|
|
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached viii
|
|
A: Voting rights attached to shares
|
|
Class/type ofshares
ISIN
code (if possible)
|
Number of voting rights ix
|
% of voting rights
|
|
Direct
(DTR5.1)
|
Indirect
(DTR5.2.1)
|
Direct
(DTR5.1)
|
Indirect
(DTR5.2.1)
|
|
JE00B8KF9B49
|
|
3,475,795
|
|
0.32
|
|
|
|
|
|
|
|
|
|
|
|
|
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SUBTOTAL 8. A
|
|
0.32
|
|
|
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B 1: Financial Instruments according to DTR5.3.1R (1)
(a)
|
|
Type of financial instrument
|
Expirationdate x
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Exercise/ Conversion Period
xi
|
Number of voting rights that may be acquired if the instrument
is
exercised/converted.
|
% of voting rights
|
|
American
Depository Receipt
|
|
|
50,909,260
|
4.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. B 1
|
|
4.72
|
|
|
|
B 2: Financial Instruments with similar economic effect according
to DTR5.3.1R (1) (b)
|
|
Type of financial instrument
|
Expirationdate x
|
Exercise/ Conversion Period xi
|
Physical or cash Settlement xii
|
Number of voting rights
|
% of voting rights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8.B.2
|
|
|
|
|
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9. Information in relation to the person subject to the
notification obligation (please mark the applicable box with
an “X”)
|
|
Person
subject to the notification obligation is not controlled by any
natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer xiii
|
X
|
|
Full
chain of controlled undertakings through which the voting rights
and/or thefinancial instruments are effectively held starting with
the ultimate controlling natural person or legal entity
(please add additional rows as
necessary) xiv
|
|
|
Name xv
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% 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10. In case of
proxy voting, please identify:
|
|
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 xvi
|
|
The
shares referred to in section 8 are held in portfolios managed by
H&W on a discretionary basis for clients under investment
management agreements where voting rights are delegated to
H&W.
|
|
Place of completion
|
Los
Angeles, California, United States of America
|
|
Date of completion
|
13
February 2026
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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.
|
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WPP PLC
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|
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(Registrant)
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|
Date:
13 February 2026.
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By:
|
|
|
Balbir
Kelly-Bisla
|
|
|
Company
Secretary
|
