Is Cindy H. Rose’s 460,066-share EPSP award an open-market purchase of WPP stock?

No, the 460,066-share award is a compensation grant, not an open-market purchase. It is a conditional award under WPP’s Executive Performance Share Plan, giving a right to receive shares on future vesting dates if plan performance and other conditions are met.

What is the Executive Performance Share Plan (EPSP) mentioned in WPP’s Form 4?

The Executive Performance Share Plan (EPSP) is WPP’s long-term incentive program for executives. Under the 2026 EPSP, participants receive conditional share awards that convert into WPP ordinary shares only on designated vesting dates, subject to the plan’s performance conditions and other governing rules.

WPP (WPP) CEO Cindy Rose receives 460,066-share conditional EPSP grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Rose Cindy H reported acquisition or exercise transactions in this Form 4 filing.

WPP plc director and Chief Executive Officer Cindy H. Rose received a conditional award over 460,066 ordinary shares on May 8, 2026 under the Executive Performance Share Plan (2026 EPSP). This award is a contingent right that will vest only if plan conditions and rules are satisfied. Following this grant, her reported derivative-based holdings linked to WPP ordinary shares total 2,607,832 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Rose Cindy H

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Conditional Award of Shares (2026 EPSP)	460,066	$0.00	--

Holdings After Transaction: Conditional Award of Shares (2026 EPSP) — 2,607,832 shares (Direct, null)

Footnotes (1)

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Key Figures

Conditional EPSP award size: 460,066 shares Total derivative-based holdings after grant: 2,607,832 shares Transaction price per share: $0.0000 +2 more

5 metrics

Conditional EPSP award size 460,066 shares Executive Performance Share Plan award on May 8, 2026

Total derivative-based holdings after grant 2,607,832 shares Underlying WPP ordinary shares following the transaction

Transaction price per share $0.0000 Compensation grant, not open-market purchase

Underlying security 460,066 ordinary shares Shares potentially delivered on vesting of conditional award

Transaction code A (Grant, award, or other acquisition) Indicates compensation-related acquisition of derivative award

Key Terms

Executive Performance Share Plan (EPSP), conditional award, contingent right, vesting date(s), +1 more

5 terms

conditional award financial

"Represents a conditional award over 460,066 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.

contingent right financial

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

vesting date(s) financial

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

derivative security financial

"transaction_type": "derivative""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 05:21 PM

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^*

Rose Cindy H

(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 Executive 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Conditional Award of Shares (2026 EPSP)	⁽¹⁾	05/08/2026		A		460,066		⁽¹⁾	⁽¹⁾	Ordinary Shares	460,066	⁽¹⁾	2,607,832	D

Explanation of Responses:

1. Represents a conditional award over 460,066 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 Cindy H Rose	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did WPP (WPP) CEO Cindy H. Rose receive in this Form 4 filing?

Cindy H. Rose received a conditional award over 460,066 WPP ordinary shares. The grant was made under the Executive Performance Share Plan (2026 EPSP) and provides a contingent right to receive shares only if the plan’s vesting rules and conditions are ultimately satisfied.

How many WPP-linked shares does Cindy H. Rose hold after this EPSP grant?

After this conditional award, Cindy H. Rose is reported to hold derivative-based rights over 2,607,832 WPP ordinary shares. This figure includes the new 460,066-share Executive Performance Share Plan award and reflects her total position in similar performance-linked share awards reported in this filing.

Does Cindy H. Rose pay anything for the 460,066 WPP EPSP shares?

No cash price is attached to this award in the filing; the transaction price and exercise price are both shown as 0.0000. The award is part of executive compensation, delivering WPP ordinary shares on vesting if the Executive Performance Share Plan conditions are satisfied.

What type of security is involved in Cindy H. Rose’s 2026 EPSP award at WPP?

The filing describes the grant as a “Conditional Award of Shares (2026 EPSP)” over WPP ordinary shares. It is treated as a derivative security giving a contingent right to receive 460,066 underlying ordinary shares, rather than immediate ownership of currently issued common stock.