6-K
WPP plc (WPP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 February 2026
Commission File Number: 001-38303
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WPP plc
(Translation of registrant's name into English)
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Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
(Address of principal executive offices)
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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 | Notification of Major Holdings dated 13 February 2026, prepared by WPP<br>plc. |
TR-1: Standard form for notification of major holdings
| 1a. Identity of the issuer or the underlying issuer of existing<br>shares to which voting rights are attached ii: | WPP<br>PLC | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1b. Please indicate if the issuer is a non-UK issuer<br>(please mark with an “X”<br>if appropriate) | |||||||||
| Non-UK issuer | |||||||||
| 2. Reason for the notification (please mark the appropriate<br>box or boxes with an “X”) | |||||||||
| An<br>acquisition or disposal of voting rights | X | ||||||||
| An<br>acquisition or disposal of financial instruments | |||||||||
| An<br>event changing the breakdown of voting rights | |||||||||
| Other<br>(please specify) iii: | |||||||||
| 3. Details of person subject to the notification obligation<br>iv | |||||||||
| Name | Hotchkis<br>& Wiley Capital Management, LLC | ||||||||
| City<br>and country of registered office (if applicable) | Los<br>Angeles, United States of America | ||||||||
| 4. Full name of shareholder(s) (if different from 3.)<br>v | |||||||||
| Name | See<br>Item 11 | ||||||||
| City<br>and country of registered office (if applicable) | |||||||||
| 5. Date on which the threshold was crossed or reached<br>vi: | 11<br>February 2026 | ||||||||
| 6. Date on which issuer notified<br>(DD/MM/YYYY): | 13<br>February 2026 | ||||||||
| 7. Total positions of person(s) subject to the notification<br>obligation | |||||||||
| % of<br>voting rights attached to shares (total of 8. A) | % of<br>voting rights through financial instruments (total of 8.B 1 + 8.B<br>2) | Total<br>of both in % (8.A + 8.B) | Total<br>number of voting rights held in issuer (8.A + 8.B) vii | ||||||
| Resulting<br>situation on the date on which threshold was crossed or<br>reached | 0.32 | 4.72 | 5.04 | 54,385,055 | |||||
| Position<br>of previous notification (if<br><br><br>applicable) | |||||||||
| 8. Notified details of the resulting situation on the date on which<br>the threshold was crossed or reached viii | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| A: Voting rights attached to shares | |||||||||
| Class/type ofshares<br><br><br>ISIN<br>code (if possible) | Number of voting rights ix | % of voting rights | |||||||
| Direct<br><br><br>(DTR5.1) | Indirect<br><br><br>(DTR5.2.1) | Direct<br><br><br>(DTR5.1) | Indirect<br><br><br>(DTR5.2.1) | ||||||
| JE00B8KF9B49 | 3,475,795 | 0.32 | |||||||
| SUBTOTAL 8. A | 0.32 | ||||||||
| B 1: Financial Instruments according to DTR5.3.1R (1)<br>(a) | |||||||||
| Type of financial instrument | Expirationdate x | Exercise/ Conversion Period <br>xi | Number of voting rights that may be acquired if the instrument<br>is<br><br><br>exercised/converted. | % of voting rights | |||||
| American<br>Depository Receipt | 50,909,260 | 4.72 | |||||||
| SUBTOTAL 8. B 1 | 4.72 | ||||||||
| B 2: Financial Instruments with similar economic effect according<br>to DTR5.3.1R (1) (b) | |||||||||
| Type of financial instrument | Expirationdate x | Exercise/ Conversion Period xi | Physical or cash Settlement xii | Number of voting rights | % of voting rights | ||||
| SUBTOTAL 8.B.2 | |||||||||
| 9. Information in relation to the person subject to the<br>notification obligation (please mark the applicable box with<br>an “X”) | |||||||||
| --- | --- | --- | --- | --- | |||||
| Person<br>subject to the notification obligation is not controlled by any<br>natural person or legal entity and does not control any other<br>undertaking(s) holding directly or indirectly an interest in the<br>(underlying) issuer xiii | X | ||||||||
| Full<br>chain of controlled undertakings through which the voting rights<br>and/or thefinancial instruments are effectively held starting with<br>the ultimate controlling natural person or legal entity<br>(please add additional rows as<br>necessary) xiv | |||||||||
| Name xv | % of voting rights if it equals or is higher than the notifiable<br>threshold | % of voting rights through financial instruments if it equals or is<br>higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable<br>threshold | ||||||
| 10. In case of<br>proxy voting, please identify: | |||||||||
| Name of<br>the proxy holder | |||||||||
| The<br>number and % of voting rights held | |||||||||
| The<br>date until which the voting rights will be held | |||||||||
| 11. Additional information xvi | |||||||||
| The<br>shares referred to in section 8 are held in portfolios managed by<br>H&W on a discretionary basis for clients under investment<br>management agreements where voting rights are delegated to<br>H&W. | |||||||||
| Place of completion | Los<br>Angeles, California, United States of America | ||||||||
| --- | --- | ||||||||
| Date of completion | 13<br>February 2026 |
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:<br>13 February 2026. | By: |
| Balbir<br>Kelly-Bisla | |
| Company<br>Secretary |