SEC Form 6-K filed by WPP plc

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 February 2026

 

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	Strategy Update and 2025 Preliminary Results dated 26 February 2026, prepared by WPP plc.

 

 

 

26 February 2026

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

 

Strategy Update and 2025 Preliminary Results

 

WPP announces multi-year strategic plan to simplify and integrate client proposition, restore growth and drive long-term value for clients, talent and shareholders

 

“My first six months as CEO have only reinforced my conviction that WPP is an extraordinary company. As our clients navigate uncertainty, AI disruption and macro-volatility, we're looking ahead with a clear and focused mission: to be the trusted growth partner for the world's leading brands in the era of AI.

 

“Today we are unveiling a bold plan for a simpler, more integrated WPP. Our intention is to stabilise the business, return to organic growth, create capacity to invest in the future and deliver attractive returns for our shareholders. WPP will become a single company, streamlined into four operating units across four regions, all unified by our pioneering agentic 

  marketing platform, WPP Open.  

 

“Our recent underperformance has been driven by excessive organisational complexity, a lack of an integrated operating model and inconsistent strategic execution. While disappointing, I see huge potential as these issues are all within our power to fix and we’re already making great progress.

 

“We have everything we need to succeed: exceptional talent, world-class capabilities, trusted data and technology solutions and groundbreaking partnerships, as well as the scale and reach to service the most complex multi-national, multi-brand clients in the world. The momentum we are seeing from the decisive action we’ve already taken gives me the 

  confidence that we’re on the right path to creating a WPP that is fit for the future and built to win.”  

 

Cindy Rose OBE, Chief Executive Officer of WPP

 

Strategy Update: Elevate28

 

WPP today announces ‘Elevate28’, a multi-year strategic plan to simplify and integrate our client proposition, restore growth and drive long-term value for clients, talent and shareholders. Transitioning from a holding company structure to a single company, WPP will simplify its business to deliver fully integrated, AI-enabled solutions through four core operating units: WPP Media, WPP Creative, WPP Production and WPP Enterprise Solutions across four regions, North America, Latin America, EMEA and APAC.

 

Central to this strategy is a new mission: to be the trusted growth partner for the world’s leading brands, helping them navigate change, capture opportunity and deliver growth, while transforming their business in a dynamic, complex environment. The plan focuses on stabilising the business in 2026, building momentum in 2027, and delivering accelerated, high-quality growth from 2028, supported by £500m of gross annualised cost savings and portfolio rationalisation to unlock value.

 

Meeting to cover the Strategy Update and 2025 Results at 9.30am GMT/4.30am EST:

ELEVATE28: OUR STRATEGY TO STABILISE WPP SHORT-TERM, BUILD A NEW PLATFORM FOR GROWTH AND ACCELERATE FUTURE PERFORMANCE

 

 

 

 

 

OUTLOOK & PHASES OF DELIVERY

 

The plan is designed to deliver sustained growth through three distinct phases:

 

 

 

 

To achieve this transformation and deliver £500m of gross savings by 2028, we anticipate total cash costs of approximately £400m phased over two years. We will reinvest a significant portion of savings into high-growth areas. See below for more details.

 

For further information:
Investors and analysts			Media
Thomas Singlehurst, CFA	+44 7876 431922		Niken Wresniwiro, WPP	+44 20 7282 4600
Anthony Hamilton	+44 7464 532903
Melissa Fung	+44 7353 107064
[email protected]	wpp.com/investors		[email protected]

2025 Preliminary Results

Key figures (£ million)	2025	+/(-) % reported1	+/(-) % LFL2	2024
Revenue	13,550	(8.1)	(3.6)	14,741
Revenue less pass-through costs	10,176	(10.4)	(5.4)	11,359
Reported:
Operating profit	382	(71.2)		1,325
Operating profit margin (%)3	2.8	(6.2)pt		9.0
Diluted EPS (p)	(20.0)	(140.5)		49.4
Dividends per share (p)	15.0*	(61.9)		39.4
Headline4:
Operating profit	1,321	(22.6)	(17.1)	1,707
Operating profit margin (%)	13.0	(2.0)pt	(1.8)pt	15.0
Diluted EPS (p)	63.2	(28.4)		88.3
Cashflow and balance sheet:
Adjusted operating cash flow pre WC5	1,189	(11.5)		1,343
Net cash inflow from operating activities	724	(48.6)		1,408
Adjusted net debt	2,167	24.4		1,742
Average adjusted net debt	3,404	(2.9)		3,506

*including proposed final dividend.

WPP reports 2025 revenue of £13,550m, down 8.1% on a reported basis and down 3.6% like-for-like (LFL), with revenue less pass-through costs of £10,176m down 5.4% LFL, ahead of latest guidance. Q4 LFL revenue less pass-through costs of £2,691m was down 10.1% reported and 6.9% LFL. 2025 reported operating profit margin was 2.8% and headline operating profit margin was 13.0%, representing a LFL decrease of 1.8pt. Adjusted operating cash flow before working capital was £1,189m, in line with latest guidance and year-end average adjusted net debt was £3.4bn, with an average net debt to EBITDA ratio of 2.2x.

 

FY and Q4 2025 performance

 

 

 

 

 

 

 

Financial outlook for 2026

 

 

 

 

 

 

1. Percentage change in reported sterling.

2. Like-for-like. LFL comparisons are calculated as follows: current year, constant currency actual results (which include acquisitions from the relevant date of completion) are compared with prior year, constant currency actual results, adjusted to include the results of acquisitions and disposals for the commensurate period in the prior year.

3. Reported operating profit divided by revenue less pass-through costs.

4. In this press release not all of the figures and ratios used are readily available from the unaudited results included in Appendix 1. Management believes these non-GAAP measures, including constant currency and like-for-like, revenue less pass-through costs and headline profit measures, are both useful and necessary to better understand the Group’s results. Details of how these have been arrived at are shown in Appendix 4.

5. Adjusted operating cash flow before working capital as reconciled in Appendix 4.

Elevate28 – Detailed plan

 

Market context and strategic rationale

 

The global total addressable market (TAM) for agency marketing, creative, digital and transformation services is growing at c.5% and expected to exceed $500bn by 20281. However, the commercial ecosystem is seeing fundamental change, driven by the rapid diffusion of AI, changing consumer behaviour, competitive disruption and macro-volatility. Clients need a trusted growth partner capable of orchestrating media, creativity, production and technology to navigate this complexity.

 

While WPP possesses industry-leading capabilities, recent performance has been impacted by excessive organisational complexity, lack of an integrated operating model and inconsistent strategic execution. Elevate28 addresses these challenges by reorienting the company around the evolving needs of clients, leveraging WPP’s scale and WPP Open, our pioneering agentic marketing platform, to deliver transformation and growth for our clients.

 

WPP’s competitive advantage

 

WPP is well positioned to capitalise on this market evolution. Our confidence is grounded in three structural advantages that create a strong competitive edge for WPP:

 

 

 

 

Elevate28: A unified growth strategy

 

The Elevate28 strategic plan is anchored in four objectives: delivering superior growth for clients, becoming a simpler, integrated company, unlocking the advantage of WPP Open and creating firm financial foundations for the future.

 

1. Source: IDC; Madison and Wall; Gartner; Provoke; Citi; PQ Media; Emarketer

Deliver superior growth for clients

 

 

Become a simpler, integrated company

 

 

Unlock the advantage of WPP Open

 

 

Create firm financial foundations for the future

 

 

Our execution plan

 

We are moving with urgency to implement this framework. Actions taken to date include:

 

 

Actions announced today:

 

  

Three phases of delivery

 

The plan is designed to deliver sustained value through three distinct phases:

 

Phase 1: Stabilise (2026) The immediate priority is to stabilise net new business performance. We are encouraged by an improved new business performance in Q4 2025 (see Q4 2025 highlights below for detail) and will build on actions at WPP Media to improve competitiveness (specifically in the US and UK). We will also execute cost saving initiatives, and take portfolio actions to improve balance sheet flexibility.

 

Phase 2: Build (2027) We will fully implement and start to benefit from our revised go-to-market strategy and continue to deliver benefits of the new operating model via improved execution and further reductions in costs.

Phase 3: Accelerate (2028 and beyond) WPP will emerge as a simpler, lower-cost, AI-enabled business. Revenue growth will be driven by the full integration of media, creative, production and enterprise solutions, as well as the global scaling of agentic workflows.

 

Across all three phases a priority will be to maintain an investment-grade balance sheet.

 

Financial framework

 

To achieve this transformation and support the delivery of £500m of gross cost savings, we anticipate total cash costs associated with the Elevate28 programme to be approximately £400m, phased over two years.

 

We anticipate separating out restructuring spend from our headline P&L earnings metrics, however all cash restructuring spend will be included in our adjusted operating cash flow pre working capital.

 

WPP will reinvest a significant portion of these savings into high-growth areas including media, commerce, high velocity production and enterprise solutions, as well as strengthening our go-to-market capabilities, rebuilding incentives and sustaining investment in WPP Open. The balance will support a rebuild of our margins, alongside improved operating leverage as we return to growth.

 

Balance sheet and capital allocation

 

Reflecting this investment trajectory, we anticipate financial leverage (average net debt to Headline EBITDA) to rise in 2026 before reducing from 2027 onwards as the company benefits from improved operating performance, alongside actions already in progress to realise value from our portfolio.

 

In light of the transformation programme, we have reassessed our approach to capital allocation and cash returns. Our priorities, in order, are as follows:

 

 

 

 

Reflecting confidence in the plan, having declared a 7.5p final dividend for 2025, the Board intends to maintain the annual dividend at 15.0p per share in 2026.

 

Full year overview

Revenue was £13,550m, down 8.1% from £14,741m in 2024, and down 3.6% LFL. Revenue less pass-through costs was £10,176m, down 10.4% from £11,359m in 2024, and down 5.4% LFL.

 

£ million	Q4 2025 £m	% reported	% M&A	% FX	+/(-) % LFL
Revenue	3,628	(8.3)	(1.9)	(0.9)	(5.5)
Revenue less pass-through costs	2,691	(10.1)	(2.6)	(0.6)	(6.9)

 

£ million	2025 £m	% reported	% M&A	% FX	+/(-) % LFL
Revenue	13,550	(8.1)	(2.7)	(1.8)	(3.6)
Revenue less pass-through costs	10,176	(10.4)	(3.3)	(1.7)	(5.4)

 

Segmental review

 

Business segments – revenue less pass-through costs

 

+/(-) % LFL	Global Integrated Agencies	Public Relations	Specialist Agencies
Q4 2025	(7.6)	(3.4)	(0.1)
2025	(5.7)	(6.0)	(0.7)

 

Global Integrated Agencies: WPP Media saw a LFL decline in revenue less pass-through costs of 5.9% in 2025 (Q4: -10.8%) which was a result of client assignment losses, cuts to client spending and one-off factors during the year. As anticipated, performance in the fourth quarter has deteriorated further given the client losses in the US and UK from the first half of the year, further weakness in Europe and continuing declines in China, partially offset by improving performance in India and Australia.

 

Other Global Integrated Agencies declined 5.6% in 2025 (Q4: -4.3%) as a result of lower overall client spending, particularly at Ogilvy which declined high-single digits in the year. There was also continuing pressure on project-based work which weighed on all our agencies, albeit all agencies saw a slight sequential quarterly improvement on easier comparisons in Q4. Declines have moderated at VML (low-single digits) and Hogarth (which was consolidated into the newly formed WPP Production business in February 2026) has grown mid-single digits on the back of new business momentum.

 

Public Relations: In 2025, Burson saw a mid-single digit LFL decline in revenue less pass-through costs as the business faced a challenging environment for client discretionary spending, in particular in Europe. We are, however, encouraged by a moderately improving trend in Q4, with LFL revenue less pass-through costs down low-single digits (compared to mid-single digits in Q3) and continued new business momentum with a positive trending LFL growth in the US in Q4. Reported revenue less pass-through costs continues to be impacted by the disposal of FGS Global which completed in Q4 2024.

 

Specialist Agencies: CMI Media Group, our specialist healthcare media planning and buying agency, continued to grow strongly at double-digit digit growth in the year. Meanwhile, Landor and Design Bridge and Partners continued to grow, supported by spend from existing clients. Pressure remains on the longer tail of activities within the segment, and overall Specialist Agencies LFL growth was flat in Q4 and declined 0.7% in 2025.

Regional segments – revenue less pass-through costs

 

+/(-) % LFL	North America	United Kingdom	Western Cont. Europe	Rest of World
Q4 2025	(7.3)	(9.2)	(3.5)	(7.5)
2025	(4.6)	(7.6)	(4.7)	(5.9)

 

North America declined by 4.6% in 2025, driven by an anticipated further sequential deterioration of 7.3% in Q4 relative to Q3 2025 (-6.0%). Q4 saw the full impact of H1 client account losses at WPP Media, in addition to some client spending cuts, in particular at Ogilvy and AKQA, with pressure centred on CPG and Government and a decline in spend in Tech & Digital Services. Meanwhile, the region saw growth from Healthcare and Automotive in the quarter.

 

The United Kingdom declined 7.6% in 2025, with Q4 declining 9.2% despite an easing comparison (Q4 2024: -5.1%) with the continuing impact of client assignment losses amplified by spending cuts. Pressure was centred on WPP Media and VML offsetting an improving trend at AKQA.

 

Western Continental Europe saw an improving sequential decline of 3.5% in Q4 2025 compared to Q3 2025 (-4.4%) and also against a tough comparison from 2024 (Q4 2024: +1.4%). Spain continued to grow in Q4, while declines in Germany continued, albeit at a lower rate compared to Q3, driven by pressure on WPP Media from client assignment losses.

 

Rest of World declined 5.9% in 2025, mostly driven by Asia Pacific. India is a relative outperformer, growing 8.6% in Q4 on new business momentum, in particular at WPP Media, although against an easier comparison (Q4 2024: -5.4%). India grew 3.8% overall in 2025. This was offset by a decline of 14.3% in China on the continued impact of client assignment losses and persistent macroeconomic pressures. There were declines in Latin America (2025: -2.5%) but stability in Africa & Middle East, with Q4 returning to growth +2.3% and also growth in Central & Eastern Europe (2025: +2.6%).

 

Top five markets – revenue less pass-through costs

 

+/(-) % LFL	USA	UK	Germany	China	India
Q4 2025	(6.3)	(9.2)	(5.9)	(13.6)	8.6
2025	(4.2)	(7.6)	(5.8)	(14.3)	3.8

 

Client sector – revenue less pass-through costs

 

	Q4 2025	2025	2025
	+/(-) % LFL	+/(-) % LFL	% share, revenue less pass-through costs1
CPG	(12.6)	(7.1)	27.5
Tech & Digital Services	(5.8)	(2.0)	17.8
Healthcare & Pharma	2.0	2.1	11.8
Automotive	(3.7)	(2.6)	10.5
Retail	(1.2)	(4.1)	9.0
Telecom, Media & Entertainment	(20.1)	(10.1)	6.4
Financial Services	(11.4)	(5.0)	6.2
Other	4.0	(9.4)	4.3
Travel & Leisure	(3.8)	(5.8)	3.6
Government, Public Sector & Non-profit	(7.5)	(0.7)	2.9

1. Proportion of WPP revenue less pass-through costs in 2025; table made up of clients representing 82% of WPP total revenue less pass-through costs.

 

Financial results

 

Unaudited income statement1:

	Headline			Reported
£ million	2025	2024	+/(-) %	2025	2024	+/(-) %
Revenue	13,550	14,741	(8.1)	13,550	14,741	(8.1)
Revenue less pass-through costs	10,176	11,359	(10.4)	10,176	11,359	(10.4)
Operating profit	1,321	1,707	(22.6)	382	1,325	(71.2)
Operating profit margin (%)2	13.0 %	15.0 %	(2.0)pt	2.8 %	9.0%	(6.2)pt
Earnings from associates	39	40	(2.5)	39	36	8.3
Profit before interest & tax	1,360	1,747	(22.2)	421	1,361	(69.1)
Net finance costs	(274)	(280)	(2.1)	(290)	(330)	(12.1)
Profit before taxation	1,086	1,467	(26.0)	131	1,031	(87.3)
Tax	(348)	(411)	15.3	(303)	(402)	(24.6)
Profit after taxation	738	1,056	(30.1)	(172)	629	(127.3)
Non-controlling interests	(43)	(87)	50.6	(43)	(87)	(50.6)
Profit attributable to shareholders	695	969	(28.3)	(215)	542	(139.7)
Diluted EPS (p)	63.2p	88.3p	(28.4)	(20.0)p	49.4p	(140.5)

1. Non-GAAP measures in this table are reconciled in Appendix 4.

2. Headline operating profit margin is headline operating profit divided by revenue less pass-through costs and reported operating profit margin is reported operating profit divided by revenue, with the % change expressed in margin points.

 

Operating profit

 

Headline operating profit was £1,321m (2024: £1,707m) at a headline operating profit margin of 13.0% (2024: 15.0%), 2.0 points lower than prior year and 1.8 points lower LFL. This year-on-year decline reflects lower revenue less pass-through costs and increased severance activity compared to the prior period, in particular at WPP Media, partially offset by lower staff incentives.

 

Total headline operating costs were down 8.3%, to £8,855m (2024: £9,652m).

 

Staff costs of £7,083m were down 8.7% compared to the prior year (2024: £7,761m), reflecting lower headcount as a result of the actions we have taken to mitigate the top-line decline this year. This has offset wage inflation and higher severance costs of £141m (2024: £61m). Staff incentives of £181m were down 50.1% compared to the prior year (2024: £363m) due to business performance against annual incentive targets and the disposal of FGS Global.

 

The average number of people in the Group in 2025 was 103,277 compared to 111,281 in 2024. The total number of people as at 31 December 2025 was 98,655 compared to 108,044 as at 31 December 2024.

 

Establishment costs of £420m were down 11.0% compared to the prior year (2024: £472m) driven by benefits from the ongoing campus programme and consolidation of leases, the benefit from the FGS disposal in 2024 and a favourable FX impact. Technology spend of £642m (2024: £684m) was down 6.1%, reflecting our ongoing focus on driving efficiencies to mitigate inflation, offset by our continuing investment in WPP Open, AI and data. Personal costs of £177m (2024: £209m) were down 15.3% driven by savings in travel and entertainment, while other operating expenses of £533m (2024: £526m) slightly increased by 1.3% due to cost inflation, slightly offset by efficiency savings.

 

Headline EBITDA (including IFRS 16 depreciation) for the period was down by 20.2% to £1,545m (2024: £1,935m).

 

Operating profit (continued)

 

Reported operating profit was £382m (2024: £1,325m) at a reported operating profit margin of 2.8% (2024: 9.0%) with the decrease due to the same factors as headline operating profit above and higher total adjusting items of £939m (2024: £382m). Reported operating profit includes goodwill impairment charges of £641m (2024: £237m), primarily relating to Ogilvy and AKQA, property impairments of £114m (2024: £3m), amortisation and impairment of acquired intangible assets of £61m (2024: £93m) and restructuring and transformation costs of £68m (2024: £251m). The prior year included gains on disposals of investments and subsidiaries of £322m, predominantly related to the disposal of FGS Global.

 

The restructuring and transformation costs of £68m (2024: £251m) represent a decrease of £183m from the prior year, consistent with the expected ramp down of historical transformation programmes.

 

Net finance costs

 

Headline net finance costs of £274m were down 2.1% compared to the prior year (2024: £280m), primarily due to lower average adjusted net debt and lower interest rates in 2025 compared to 2024.

 

Reported net finance costs were £290m (2024: £330m), including net charges of £16m (2024: £50m) relating to the revaluation and retranslation of financial instruments.

 

Tax

 

The headline effective tax rate (based on headline profit before tax) was 32.0% (2024: 28.0%).

 

The higher headline tax rate resulted from the effect of lower headline profit before tax in 2025 on fixed elements of our headline tax change compared to prior year.

 

The reported effective tax rate was 231.3% (2024: 39.0%). The reported effective tax rate is higher than the headline effective tax rate due to non-deductible goodwill charges.

 

Earnings per share (“EPS”) and dividend

 

Headline diluted EPS was 63.2p (2024: 88.3p), a decrease of 28.4% predominantly due to lower headline operating profit and higher effective tax rate, slightly offset by lower headline net finance costs and lower non-controlling interests.

 

Reported diluted EPS was (20.0)p (2024: 49.4p), a decrease of 140.5% due to a net loss in 2025 compared to net income in 2024.

 

The Board is proposing a final dividend for 2025 of 7.5 pence per share, which together with the interim dividend paid in November 2025 gives a full-year dividend of 15.0 pence per share. The record date for the final dividend is 5 June 2026, and the dividend will be payable on 3 July 2026. The dividend has been reduced, balancing consistent returns to shareholders with investment for growth.

 

Cash flow highlights

 

Unaudited headline cash flow statement1:

Year ended (£ million)	31 December 2025	31 December 2024
Headline operating profit	1,321	1,707
Headline earnings from associates	39	40
Depreciation of property, plant and equipment	142	156
Amortisation of other intangibles	43	32
Depreciation of right-of-use assets	201	213
Headline EBITDA	1,746	2,148
Less: headline earnings from associates	(39)	(40)
Repayment of lease liabilities and related interest	(337)	(377)
Non-cash compensation	73	109
Non-headline cash items (including restructuring costs)	(68)	(261)
Capex	(186)	(236)
Adjusted operating cash flow before working capital	1,189	1,343
Working capital	(334)	117
Adjusted operating cash flow	855	1,460
% conversion of Headline operating profit	65 %	86 %
Net dividends (to minorities)/from associates	(5)	(36)
Contingent consideration liability payments	(65)	(97)
Net interest	(185)	(197)
Cash tax2	(398)	(392)
Adjusted free cash flow	202	738
Disposal proceeds	22	667
Net initial acquisition payments	(147)	(153)
Dividends	(343)	(425)
Share purchases	(97)	(82)
Adjusted net cash flow	(363)	745
Reported:
Net cash inflow from operating activities	724	1,408

1. A summary of the Group’s unaudited cash flow statement and notes for the year ended 31 December 2025 is provided in Appendix 1 and any non-GAAP measures in this table are reconciled in Appendix 4.

2. Cash tax in 2025 includes £43m related to tax payments for the FGS Global disposal.

 

Adjusted operating cash outflow before working capital was £1,189m (2024: £1,343m). The main driver of the lower cash inflow was the decrease in headline operating profit, partially offset by lower non-headline cash items, capex and lease repayments. Included within non-headline cash items is £82m of cash restructuring costs (2024: £275m). Working capital was an outflow of £334m compared with an inflow of £117m in the prior year, partly due to the impact of lower staff incentives.

 

Adjusted free cash flow was £202m (2024: £738m), lower than prior year due to a decrease in adjusted operating cash flow and higher cash taxes, partially offset by lower contingent consideration liability payments, net interest and dividends to minorities/from associates.

 

Adjusted net cash outflow was £363m, compared to an adjusted net cash inflow in the prior year (2024: £745m inflow), primarily due to higher disposal proceeds, predominantly from the FGS Global disposal in 2024, partially offset by lower dividends paid.

 

Reported net cash inflow from operating activities decreased to £724m (2024: £1,408m inflow) due a reported operating profit decline and a large working capital outflow compared to an inflow in 2024.

 

Balance sheet highlights

 

Unaudited balance sheet

 

Non-current assets of £10,905m decreased by £943m (31 December 2024: £11,848m), primarily driven by lower goodwill due to impairment charges of £641m and lower property, plant and equipment due to property impairments of £114m recognised in the year. The remainder of the decrease primarily relates to depreciation, amortisation and foreign exchange.

 

Current assets of £13,170m decreased by £491m (31 December 2024: £13,661m). The decrease is principally driven by lower trade and other receivables, which reduced by £443m.

 

Current liabilities of £14,835m decreased by £681m (31 December 2024: £15,516m). The decrease primarily relates to trade and other payables which decreased by £807m and corporate income tax payable which decreased by £112m, partially offset by a net increase in current borrowings of £238m. The increase in current borrowings is due to the €750m of 2.25% bonds maturing in September 2026 becoming current, mostly offset by the repayment of €500m of 1.375% bonds, further detailed in the section below. The decrease in corporate income tax payable is due to the lower tax charge compared to prior year.

 

The decrease in both current trade and other receivables and trade and other payables is primarily due to client activity and timing of payments.

 

Non-current liabilities of £6,468m increased by £209m (31 December 2024: £6,259m). The increase is primarily due to the issuance of €1,000m of 3.625% bonds, offset by the €750m of 2.25% bonds becoming current in the year. Further details on bond activity is in the section below.

 

Recognised within total equity, other comprehensive loss of £220m (2024: £62m loss) includes a £205m loss (2024: £72m loss) for foreign exchange differences on translation of foreign operations, a £58m loss (2024: £58m gain) for cash flow hedge amounts reclassified to profit or loss and a £54m decline (2024: £7m) of the fair value of equity investments, partially offset by a £68m gain (2024: £3m loss) on the Group’s net investment hedges.

 

A summary of the Group’s unaudited balance sheet and selected notes as at 31 December 2025 is provided in Appendix 1.

 

Adjusted net debt

 

As at 31 December 2025, the Group had cash and cash equivalents of £2.7bn (31 December 2024: £2.6bn) and borrowings of £4.9bn (31 December 2024: £4.3bn). The Group has current liquidity of £4.4bn (31 December 2024: £4.5bn), comprising of cash and cash equivalents, bank overdrafts and undrawn credit facilities.

 

As at 31 December 2025, adjusted net debt was £2.2bn (31 December 2024: £1.7bn), up £0.5bn. Average adjusted net debt in 2025 was £3.4bn, compared to £3.5bn in 2024. The average adjusted net debt to headline EBITDA ratio in the 12 months ended 31 December 2025 was 2.2x (12 months ended 31 December 2024: 1.8x).

 

The Group has a five-year Revolving Credit Facility of $2.5bn which matures in February 2031 following the final one-year extension option that was executed in February 2026. The Revolving Credit Facility has no financial covenants and remained undrawn at 31 December 2025.

 

In March 2025, we repaid €500m of 1.375% bonds which matured and in December 2025, we issued €1,000m of 3.625% bonds, maturing 2031, in a successful bond raising which was oversubscribed.

 

As at 31 December 2025, our bond portfolio had an average maturity of 5.8 years (31 December 2024: 6.3 years) and a weighted average coupon rate of 3.5% (31 December 2024: 3.5%).

Financial outlook

 

Our guidance for 2026 is as follows:

 

Like-for-like revenue less pass-through costs decline in the mid to high-single digits in the first half of 2026 with an improving trajectory in the second half   Headline operating margin expected to be 12% to 13%   Adjusted operating cash flow before working capital of £800m to £900m

 

Other 2026 modelling assumptions:

 

 

This announcement contains information that qualifies or may qualify as inside information. The person responsible for arranging the release of this announcement on behalf of WPP plc is Balbir Kelly-Bisla, Company Secretary.

  

1. Headline tax as a % of headline profit before tax.

Q4 2025 highlights

 

Below we highlight key developments from Q4 across the Group:

  

1. Clients

 

 

 

 

 

2. Technology

 

 

 

 

3. People

 

 

Business segment and regional analysis

 

Business segments – revenue analysis1

 

	Q4 2025			2025
	£ million	+/(-) % reported	+/(-) % LFL	£ million	+/(-) % reported	+/(-) % LFL
Global Integrated Agencies	3,218	(7.0)	(6.2)	11,956	(5.6)	(3.7)
Public Relations	180	(31.6)	(4.9)	705	(39.0)	(6.7)
Specialist Agencies	230	(1.3)	4.0	889	(3.8)	1.0
Total Group	3,628	(8.3)	(5.5)	13,550	(8.1)	(3.6)

 

Business segments – revenue less pass-through costs analysis1

 

	Q4 2025			2025
	£ million	+/(-) % reported	+/(-) % LFL	£ million	+/(-) % reported	+/(-) % LFL
Global Integrated Agencies	2,328	(8.4)	(7.6)	8,740	(7.5)	(5.7)
Public Relations	168	(32.3)	(3.4)	667	(38.8)	(6.0)
Specialist Agencies	195	(4.9)	(0.1)	769	(6.0)	(0.7)
Total Group	2,691	(10.1)	(6.9)	10,176	(10.4)	(5.4)

 

Business segments – headline operating profit analysis1

 

£ million	2025	% margin2	2024	% margin2
Global Integrated Agencies	1,165	13.3	1,491	15.8
Public Relations	102	15.3	166	15.2
Specialist Agencies	54	7.0	50	6.1
Total Group	1,321	13.0	1,707	15.0

 

 

1. Prior year figures have been restated to reflect the reallocation of a number of businesses between Global Integrated Agencies and Specialist Agencies.

2. Headline operating profit as a percentage of revenue less pass-through costs.

Business segment and regional analysis

 

Regional – revenue analysis

 

	Q4 2025			2025
	£ million	+/(-) % reported	+/(-) % LFL	£ million	+/(-) % reported	+/(-) % LFL
N. America	1,250	(11.4)	(5.1)	4,966	(10.8)	(3.4)
United Kingdom	530	(8.0)	(9.5)	2,055	(5.9)	(7.6)
W Cont. Europe	848	(1.6)	(1.8)	2,891	(4.0)	(0.1)
AP, LA, AME, CEE1	1,000	(9.7)	(6.8)	3,638	(8.5)	(4.0)
Total Group	3,628	(8.3)	(5.5)	13,550	(8.1)	(3.6)

 

 

Regional – revenue less pass-through costs analysis

 

	Q4 2025			2025
	£ million	+/(-) % reported	+/(-) % LFL	£ million	+/(-) % reported	+/(-) % LFL
N. America	940	(14.2)	(7.3)	3,837	(12.7)	(4.6)
United Kingdom	389	(7.2)	(9.2)	1,503	(5.4)	(7.6)
W Cont. Europe	619	(5.6)	(3.5)	2,143	(9.8)	(4.7)
AP, LA, AME, CEE	743	(9.8)	(7.5)	2,693	(10.3)	(5.9)
Total Group	2,691	(10.1)	(6.9)	10,176	(10.4)	(5.4)

 

Regional – headline operating profit analysis

 

£ million	2025	% margin2	2024	% margin2
N. America	663	17.3	825	18.8
United Kingdom	164	10.9	237	14.9
W Cont. Europe	212	9.9	259	10.9
AP, LA, AME, CEE	282	10.5	386	12.9
Total Group	1,321	13.0	1,707	15.0

 

1. Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

2. Headline operating profit as a percentage of revenue less pass-through costs.

 

Unaudited preliminary consolidated income statement for the year ended 31 December 2025

 

£ million	Notes	2025	2024
Revenue	3	13,550	14,741
Costs of services	2	(11,404)	(12,290)
Gross profit		2,146	2,451
General and administrative costs	2	(1,764)	(1,126)
Operating profit		382	1,325
Earnings from associates		39	36
Profit before interest and taxation		421	1,361
Finance and investment income		78	137
Finance costs		(352)	(417)
Revaluation and retranslation of financial instruments		(16)	(50)
Profit before taxation		131	1,031
Taxation		(303)	(402)
(Loss)/profit for the year		(172)	629
Attributable to:
Equity holders of the parent		(215)	542
Non-controlling interests		43	87
		(172)	629
Earnings per share
Basic (loss)/earnings per ordinary share	5	(20.0) p	50.3 p
Diluted (loss)/earnings per ordinary share	5	(20.0) p	49.4 p

The accompanying notes form an integral part of this unaudited preliminary consolidated income statement.

 

 

 

Unaudited preliminary consolidated statement of comprehensive income for the year ended 31 December 2025

 

£ million	2025	2024
(Loss)/profit for the year	(172)	629
Items that may be reclassified subsequently to profit or loss:
Foreign exchange differences on translation of foreign operations	(205)	(72)
Gain/(loss) on net investment hedges	68	(3)
Cash flow hedges:
Fair value gain/(loss) arising on hedging instruments	25	(35)
Amounts reclassified to profit or loss	(58)	58
Gain/(loss) on costs of hedging	5	(8)
	(165)	(60)
Items that will not be reclassified subsequently to profit or loss:
Movements on equity investments held at fair value through other comprehensive income	(54)	(7)
Actuarial (loss)/gain on defined benefit pension plans	(1)	3
Deferred tax on defined benefit pension plans	—	2
	(55)	(2)
Other comprehensive loss for the year	(220)	(62)
Total comprehensive (loss)/income for the year	(392)	567
Attributable to:
Equity holders of the parent	(431)	482
Non-controlling interests	39	85
	(392)	567

 

The accompanying notes form an integral part of this unaudited preliminary consolidated statement of comprehensive income.

 

Unaudited preliminary consolidated cash flow statement for the year ended

31 December 2025

 

£ million	Notes	2025	2024
Net cash inflow from operating activities1	6	724	1,408
Investing activities
Acquisitions1		(183)	(153)
Disposals of investments and subsidiaries2		14	553
Proceeds from loans on disposal of subsidiaries		—	93
Purchases of property, plant and equipment		(91)	(189)
Purchases of intangible assets		(95)	(47)
Proceeds from disposal of property, plant and equipment		8	21
Net cash (outflow)/inflow from investing activities		(347)	278
Financing activities
Principal elements of lease payments		(242)	(282)
Share option proceeds		—	2
Cash consideration for purchase of non-controlling interests		(8)	(87)
Share repurchases and buy-backs		(97)	(82)
Proceeds from borrowings		874	1,060
Repayment of borrowings		(418)	(1,087)
Repayment of borrowing-related derivatives		(26)	(14)
Financing and share issue costs		(9)	(7)
Equity dividends paid		(343)	(425)
Dividends paid to non-controlling interests in subsidiary undertakings		(50)	(67)
Net cash outflow from financing activities		(319)	(989)
Net increase in cash and cash equivalents		58	697
Foreign exchange translation of cash and cash equivalents		1	(90)
Cash and cash equivalents at beginning of year		2,467	1,860
Cash and cash equivalents at end of year	7	2,526	2,467

 

The accompanying notes form an integral part of this unaudited preliminary consolidated cash flow statement.

1 Contingent consideration liability payments in excess of the amount determined at acquisition are recorded as operating activities.

2 Disposals of investments and subsidiaries in investing activities represents consideration received less cash and cash equivalents disposed. The proceeds in 2024 primarily relate to the disposal of FGS Global, with consideration received less cash and cash equivalents disposed of £520 million.

 

Unaudited preliminary consolidated balance sheet as at 31 December 2025

 

£ million	Notes	2025	2024
Non-current assets
Goodwill		6,946	7,610
Other intangible assets		734	737
Property, plant and equipment		724	909
Right-of-use assets		1,317	1,385
Interests in associates		231	253
Other investments		334	398
Deferred tax assets		292	323
Corporate income tax recoverable		55	59
Trade and other receivables		272	174
		10,905	11,848
Current assets
Corporate income tax recoverable		124	113
Trade and other receivables		7,279	7,722
Accrued income and unbilled media		3,073	3,188
Cash and cash equivalents	7	2,694	2,638
		13,170	13,661
Current liabilities
Trade and other payables1		(13,409)	(14,216)
Corporate income tax payable		(221)	(333)
Lease liabilities		(223)	(240)
Borrowings	7	(822)	(584)
Provisions for liabilities and charges		(160)	(143)
		(14,835)	(15,516)
Net current liabilities		(1,665)	(1,855)
Non-current liabilities
Borrowings	7	(4,114)	(3,744)
Trade and other payables		(208)	(229)
Deferred tax liabilities		(146)	(142)
Employee benefit obligations		(128)	(132)
Provisions for liabilities and charges		(199)	(232)
Lease liabilities		(1,673)	(1,780)
		(6,468)	(6,259)
Net assets		2,772	3,734
Equity
Called-up share capital		109	109
Share premium account		579	579
Other reserves		(12)	151
Own shares		(188)	(191)
Retained earnings		2,052	2,827
Equity shareholders’ funds		2,540	3,475
Non-controlling interests		232	259
Total equity		2,772	3,734

 

The accompanying notes form an integral part of this unaudited preliminary consolidated balance sheet.

 

1 Deferred income and customer advances, that was previously presented separately, is included within Trade and other payables

 

Unaudited preliminary consolidated statement of changes in equity for the year ended 31 December 2025

 

£ million	Called-up share capital	Share premium account	Other reserves	Own shares	Retained earnings1	Total equity share holders’ funds	Non- controlling interests	Total
Balance at 1 January 2024	114	577	187	(990)	3,488	3,376	457	3,833
Profit for the year	—	—	—	—	542	542	87	629
Other comprehensive loss	—	—	(58)	—	(2)	(60)	(2)	(62)
Total comprehensive (loss)/income	—	—	(58)	—	540	482	85	567
Dividends paid	—	—	—	—	(425)	(425)	(67)	(492)
Ordinary shares issued	—	2	—	—	—	2	—	2
Share cancellations3	(5)	—	5	743	(743)	—	—	—
Treasury shares used for share option schemes	—	—	—	57	(57)	—	—	—
Non-cash share-based incentive plans (including share options)	—	—	—	—	81	81	—	81
Tax on share-based payments	—	—	—	—	1	1	—	1
Net movement in own shares held by ESOP Trusts	—	—	(8)	(1)	(73)	(82)	—	(82)
Net movement of liabilities in respect of put options	—	—	25	—	17	42	—	42
Net movement in non-controlling interests2	—	—	—	—	(2)	(2)	(216)	(218)
Total transactions with owners	(5)	2	22	799	(1,201)	(383)	(283)	(666)
Balance at 31 December 2024	109	579	151	(191)	2,827	3,475	259	3,734
(Loss)/profit for the year	—	—	—	—	(215)	(215)	43	(172)
Other comprehensive loss	—	—	(161)	—	(55)	(216)	(4)	(220)
Total comprehensive (loss)/income	—	—	(161)	—	(270)	(431)	39	(392)
Dividends paid	—	—	—	—	(343)	(343)	(50)	(393)
Non-cash share-based incentive plans (including share options)	—	—	—	—	73	73	—	73
Tax on share-based payments	—	—	—	—	(2)	(2)	—	(2)
Net movement in own shares held by ESOP Trusts	—	—	—	3	(102)	(99)	—	(99)
Net movement of liabilities in respect of put options	—	—	(2)	—	(6)	(8)	—	(8)
Net movement in non-controlling interests2	—	—	—	—	(125)	(125)	(16)	(141)
Total transactions with owners	—	—	(2)	3	(505)	(504)	(66)	(570)
Balance at 31 December 2025	109	579	(12)	(188)	2,052	2,540	232	2,772