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    SEC Form 6-K filed by WPP plc

    5/14/25 11:15:48 AM ET
    $WPP
    Advertising
    Consumer Discretionary
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    6-K 1 a7008i.htm NOTIFICATION OF MAJOR HOLDINGS a7008i
    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 May 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 Group’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 14 May 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
    UK
     
    2. Reason for Notification
    An acquisition or disposal of voting rights
     
    3. Details of person subject to the notification obligation
    Name
    Mondrian Investment Partners Limited
     
    City of registered office (if applicable)
    London
     
    Country of registered office (if applicable)
    United Kingdom
     
    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
    07-May-2025
     
    6. Date on which Issuer notified
    08-May-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
     
    4.775870
     
    0.271660
     
    5.047530
     
     54452920
     
    Position of previous notification (if applicable)
     
    4.690533
     
    0.307602
     
    4.998135
     
     
     
    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
     
     
    51522195
     
     
    4.775870
     
    Sub Total 8.A
    51522195
     
    4.775870%
     
     
    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
    ADR
     
     
     
    2930725
     
    0.271660
     
    Sub Total 8.B1
     
    2930725
     
     0.271660%
     
     
    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
    Sub Total 8.B2
     
     
     
     
     
    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
    AVGP Limited
     
    Atlantic Value Investment Partnership LP
     
     
     
     
    Atlantic Value Investment Partnership LP
     
    MIPH Limited
     
     
     
     
    MIPH Limited
     
    Mondrian Investment Partners Limited
     
     
     
     
    Mondrian Investment Partners Limited
     
     
     
     
    5.047530%
     
     
    10. In case of proxy voting
     
    Name of the proxy holder
    Mondrian Investment Partners Limited
     
    The number and % of voting rights held
    54454920 and 5.047530%
     
    The date until which the voting rights will be held
    07/05/2025
     
    11. Additional Information
     
     
    12. Date of Completion
    08-May-2025
     
    13. Place Of Completion
    London, UK
     

     
    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: 14 May 2025.
    By:  ______________________
     
              Balbir Kelly-Bisla
     
              Company Secretary
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