WPP CFO granted 279,720 performance share units

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

Rhea-AI Filing Summary

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

WPP plc Chief Financial Officer Rosemary Joanne Wilson received a conditional award over 279,720 ordinary shares under the 2026 Executive Performance Share Plan. The grant was made on May 8, 2026 as a share-based compensation award, not an open-market purchase or sale.

The award gives her a contingent right to receive 279,720 WPP ordinary shares on designated vesting dates, subject to the rules of the Executive Performance Share Plan. Following this grant, Wilson holds 1,259,101 share-based awards directly, aligning a significant portion of her compensation with future company performance.

Insider Trade Summary

Grant/Award: 279,720 shares

Grant/Award 1 txn

Insider Wilson Rosemary Joanne

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Conditional Award of Shares (2026 EPSP)	279,720	$0.00	$0.00

Holdings After Transaction: Conditional Award of Shares (2026 EPSP) — 1,259,101 contracts (Direct)

Footnotes (1)

1. F1. Represents a conditional award over 279,720 ordinary shares made under the Executive Performance Share Plan (EPSP) on May 8, 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.

Key Figures

Conditional award size: 279,720 shares Award price per share: $0.0000 per share Underlying ordinary shares: 279,720 shares +1 more

4 metrics

Conditional award size 279,720 shares Executive Performance Share Plan grant on May 8, 2026

Award price per share $0.0000 per share Grant/award acquisition under 2026 EPSP

Underlying ordinary shares 279,720 shares Contingent right to receive WPP ordinary shares at vesting

Holdings after transaction 1,259,101 share-based awards Total share-based awards directly held following the grant

Key Terms

Conditional award, Executive Performance Share Plan (EPSP), contingent right, vesting date(s)

4 terms

Conditional award financial

"Represents a conditional award over 279,720 ordinary shares made under the Executive Performance Share Plan"

A conditional award is a promise to give securities or pay compensation that only becomes real if specified conditions are met, such as performance targets, continued employment, regulatory or shareholder approval, or achievement of milestones. For investors, these awards matter because they can increase the number of shares outstanding and company expenses if the conditions are satisfied, and they reveal how management is being incentivized to reach certain goals—like a gift that only arrives once the recipient clears a set of tasks.

Executive Performance Share Plan (EPSP) financial

"made under the Executive Performance Share Plan (EPSP) on May 8, 2026"

contingent right financial

"represents a contingent right to receive the number of WPP ordinary shares specified"

vesting date(s) financial

"to receive the number of WPP ordinary shares specified in that award on the designated vesting date(s)"

FAQ

What did WPP (WPP) disclose about CFO Rosemary Wilson’s latest equity award?

WPP disclosed that CFO Rosemary Joanne Wilson received a conditional award over 279,720 ordinary shares on May 8, 2026 under the Executive Performance Share Plan. This grant is share-based compensation and does not involve any open-market buying or selling of WPP shares.

Is the 279,720‑share award to WPP’s CFO an immediate share issuance?

No. The 279,720‑share award to WPP’s CFO is a conditional, contingent right to receive ordinary shares on future vesting dates. Actual delivery of shares depends on meeting the rules and conditions of the Executive Performance Share Plan (EPSP).

How many share-based awards does WPP’s CFO hold after this Form 4 transaction?

After this transaction, WPP’s CFO holds 1,259,101 share-based awards directly. This total includes the new conditional award under the 2026 Executive Performance Share Plan and reflects the scale of her equity-linked compensation in WPP plc.

What is the nature of the 2026 EPSP award reported by WPP (WPP)?

The 2026 EPSP award is a conditional grant over 279,720 ordinary shares. It represents a contingent right to receive WPP shares on designated vesting dates, provided the conditions and rules of the Executive Performance Share Plan are satisfied.

Did WPP’s CFO buy or sell WPP shares in the market in this filing?

No. The filing shows a grant/award acquisition, not a market trade. CFO Rosemary Wilson received a conditional award of 279,720 ordinary shares as compensation, with no open-market purchases or sales reported in this Form 4 transaction.

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Accepted by SEC EDGAR 05/12/2026 - 06:02 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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)

LONDON SE1 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol
[WPP]

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Conditional Award of Shares (2026 EPSP)	(1)	05/08/2026		A		279,720		(1)	(1)	Ordinary Shares	279,720	(1)	1,259,101	D

Explanation of Responses:

1. Represents a conditional award over 279,720 ordinary shares made under the Executive Performance Share Plan (EPSP) on May 8, 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.

Remarks:

	/s/ Mariana Ljuljdjuraj, pursuant to Power of Attorney for Rosemary Joanne Wilson	05/12/2026
	** Signature of Reporting Person	Date
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)