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WPP (NYSE: WPP) CFO granted 979,381 and 84,257 conditional share awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wilson Rosemary Joanne reported acquisition or exercise transactions in this Form 4 filing.

WPP plc director and CFO Rosemary Joanne Wilson received two compensation-related share awards. On March 20, 2026, she was granted an Executive Share Award (ESA) as a conditional award over 84,257 ordinary shares, scheduled to vest on March 10, 2028 under the WPP Stock Plan 2018.

She was also granted a conditional award over a maximum of 979,381 ordinary shares under the Executive Performance Share Plan (EPSP). Both awards are contingent rights to receive WPP ordinary shares on future vesting dates, subject to plan rules and, for the EPSP, WPP’s performance as set out in the WPP 2025 Annual Report. These are grants/awards, not open-market share purchases or sales.

Positive

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Negative

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Insights

WPP’s CFO received large, conditional share awards as routine equity compensation.

Rosemary Joanne Wilson, WPP’s Chief Financial Officer and director, received two derivative awards on March 20, 2026: an ESA over 84,257 ordinary shares and an EPSP award over a maximum of 979,381 ordinary shares. Both are granted at a price of 0.0000 per share, reflecting standard equity compensation rather than cash investment.

The ESA is scheduled to vest on March 10, 2028, subject to the WPP Stock Plan 2018 rules. The EPSP award vests based on future performance conditions described in the 2025 Annual Report, so the actual number of shares delivered may be less than the maximum. There are no open-market buys or sells disclosed, and the awards represent contingent, performance-linked incentives rather than immediate ownership shifts.

SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wilson Rosemary Joanne

(Last)(First)(Middle)
SEA CONTAINERS
18 UPPER GROUND

(Street)
LONDONSE1 9GL

(City)(State)(Zip)

UNITED KINGDOM

(Country)
2. Issuer Name and Ticker or Trading Symbol
WPP plc [ WPP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
[WPP]
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Conditional Award over shares (2025 ESA)(1)03/20/2026A84,257 (1) (1)Ordinary Shares84,257(1)84,257D
Conditional Award of Shares (2026 EPSP)(2)03/20/2026A979,381 (2) (2)Ordinary Shares979,381(2)979,381D
Explanation of Responses:
1. Represents Executive Share Award (ESA) granted on March 20, 2026, in the form of a conditional award over 84,257 ordinary shares. This ESA is scheduled to vest on March 10, 2028, subject to the rules of the WPP Stock Plan 2018. The conditional share award represents a contingent right to receive the number of WPP ordinary shares specified in that award on the designated vesting date(s) subject to the rules of the relevant plan.
2. Represents a conditional award over a maximum of 979,381 ordinary shares made under the Executive Performance Share Plan (EPSP) on March 20, 2026. The conditional share award represents a contingent right to receive the number of WPP ordinary shares specified in that award on the designated vesting date(s) subject to the rules of the relevant plan and WPP's performance as set out in the WPP 2025 Annual Report.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
/s/ Mariana Ljuljdjuraj, pursuant to Power of Attorney for Rosemary Joanne Wilson03/24/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did WPP (WPP) CFO Rosemary Joanne Wilson receive in this Form 4 filing?

She received two equity awards: an Executive Share Award over 84,257 ordinary shares and an Executive Performance Share Plan award over a maximum of 979,381 ordinary shares, both granted as conditional rights, not cash purchases.

Are the WPP (WPP) share awards to the CFO immediate share ownership?

No. Both awards are conditional rights to receive WPP ordinary shares in the future. Actual delivery depends on vesting schedules, plan rules, and, for the performance plan, WPP’s future performance criteria.

When does Rosemary Joanne Wilson’s 84,257-share ESA at WPP (WPP) vest?

The Executive Share Award over 84,257 ordinary shares is scheduled to vest on March 10, 2028, subject to the rules of the WPP Stock Plan 2018 and continued compliance with those plan conditions.

How large is the performance share award granted to WPP (WPP) CFO?

The Executive Performance Share Plan grant covers a maximum of 979,381 ordinary shares. The final number of shares actually delivered will depend on WPP’s performance as detailed in the WPP 2025 Annual Report.

Does this WPP (WPP) Form 4 show the CFO buying or selling shares on the market?

No. The filing reports equity grants classified as grant or award acquisitions, not open-market purchases or sales. The transaction codes are “A,” indicating compensation-related awards instead of discretionary trading in WPP shares.
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