FIL Limited reported beneficial ownership of 103,687,657 WPP PLC common shares, representing 9.6% of the outstanding class as of December 31, 2025. FIL Limited has sole voting power over 102,826,932 shares and sole dispositive power over 103,687,657 shares.
Affiliates Pandanus Partners, L.P. and Pandanus Associates, Inc. each report sole dispositive power over 103,687,657 shares but no voting power. The securities are held in the ordinary course of business and are not held for the purpose of changing or influencing control of WPP PLC.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Please see Exhibit 99.
Item 4.
Ownership
(a)
Amount beneficially owned:
103687657.00
(b)
Percent of class:
9.6 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
103687657.00
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of WPP PLC. No one other person's interest in the COMMON STOCK of WPP PLC is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FIL Limited
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of December 19, 2022, by and on behalf of FIL Limited and its direct and indirect subsidiaries*
Date:
02/04/2026
Pandanus Partners, L.P.
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of December 19, 2022, by Pandanus Associates, Inc. on behalf of Pandanus Partners, L.P.*
Date:
02/04/2026
Pandanus Associates, Inc.
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of December 19, 2022, by and on behalf of Pandanus Associates, Inc.*
Date:
02/04/2026
Comments accompanying signature: This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FIL Limited on January 31, 2023, accession number: 0000318989-23-000005.
