[6-K] WPP plc Current Report (Foreign Issuer)

Rhea-AI Filing Summary

WPP plc received a TR-1 notification reporting a change in major holdings. The notifier listed as "London Wall, Barbican" crossed a disclosure threshold on 16-Sep-2025. The resulting position is reported as 0.010499% of voting rights, corresponding to 54,246,227 voting rights, with an additional 113,269 voting rights held via CFDs.

The submission includes the full chain of controlled undertakings linked to Schroders PLC and related entities. This document is a standard regulatory disclosure of holdings rather than an operational or financial update from WPP.

Positive

• Regulatory transparency maintained through timely TR-1 disclosure of holdings
• Clear chain of controlled undertakings identified, aiding governance transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: A small reported stake change (0.010499%) was disclosed; this is likely immaterial to WPP's financials.

The TR-1 shows a notifier reaching a position of 0.010499% of voting rights (54,246,227 shares) plus 113,269 CFD voting rights. The figures are explicit in the filing and do not include valuation or market-impact commentary. Given the extremely low percentage of voting rights relative to a large-cap issuer, the disclosure appears administrative and unlikely to affect corporate control, earnings, or material credit metrics. The filing does, however, identify the ownership chain through Schroders PLC entities, which may be relevant for governance tracking and vote coordination analysis.

Corporate Governance Expert

TL;DR: The filing is a routine transparency disclosure showing institutional chain-of-control but no material governance shift.

The TR-1 provides required transparency about holdings and the chain of controlled undertakings (Schroders PLC and subsidiaries). It documents both direct voting rights and derivative-linked (CFD) positions. There is no indication in the form of any intent to coordinate control or to exert influence beyond standard investment activity. As a governance disclosure, it fulfills regulatory obligations but does not signal a change in board composition or control dynamics.

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 September 2025

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	Standard form for notification of major holdings dated 18 September 2025, prepared by WPP plc.

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

JE00B8KF9B49

Issuer Name

WPP PLC

UK or Non-UK Issuer

Non-UK

2. Reason for Notification

An acquisition or disposal of voting rights; An acquisition or disposal of financial instruments

3. Details of person subject to the notification obligation

Name

Schroders Plc

City of registered office (if applicable)

London Wall, Barbican

Country of registered office (if applicable)

England

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above

City of registered office (if applicable)

Country of registered office (if applicable)

5. Date on which the threshold was crossed or reached

15-Sep-2025

6. Date on which Issuer notified

16-Sep-2025

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
Resulting situation on the date on which threshold was crossed or reached	5.017874	0.010499	5.028373	54246227
Position of previous notification (if applicable)

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	Number of indirect voting rights (DTR5.2.1)	% of direct voting rights (DTR5.1)	% of indirect voting rights (DTR5.2.1)
JE00B8KF9B49		54130483		5.017645
US92937A1025	2475		0.000229
Sub Total 8.A	54132958		5.017874%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument	Expiration date	Exercise/conversion period	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument	Expiration date	Exercise/conversion period	Physical or cash settlement	Number of voting rights	% of voting rights
CFD			Cash	113269	0.010499
Sub Total 8.B2				113269	0.010499%

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person	Name of controlled undertaking	% 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
Schroders PLC
Schroders PLC	Schroder Administration Limited
Schroders PLC	Schroder Wealth Holdings Limited
Schroders PLC	Schroder & Co. Limited
Schroders PLC
Schroders PLC	Schroder Administration Limited
Schroders PLC	Schroder International Holdings Limited
Schroders PLC	Schroder Investment Management Limited
Schroders PLC
Schroders PLC	Schroder Administration Limited
Schroders PLC	Schroder International Holdings Limited
Schroders PLC	Schroder Investment Management Limited
Schroders PLC	Schroder Investment Management North America Limited

10. In case of proxy voting

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

12. Date of Completion

16-Sep-2025

13. Place Of Completion

London

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.

	WPP PLC
	(Registrant)
Date: 18 September 2025.	By:  ______________________
	Balbir Kelly-Bisla
	Company Secretary

FAQ

What stake was reported in the WPP plc (WPPGF) TR-1 notification?

The notification reports a resulting position of 0.010499% of voting rights, equal to 54,246,227 voting rights, plus 113,269 via CFDs.

When was the threshold crossed according to the TR-1 for WPP plc?

The form states the threshold was crossed on 16-Sep-2025.

Which entities are shown in the ownership chain in the WPP filing?

The filing lists the ownership chain involving Schroders PLC and related entities such as Schroder Administration Limited and Schroder Investment Management Limited.

Does the TR-1 indicate a change in control of WPP plc (WPPGF)?

No. The document is a holdings notification only and does not indicate any change in control or governance actions.

Are derivative positions included in the WPP TR-1 disclosure?

Yes. The form reports 113,269 voting rights associated with a CFD (contract for difference).