WPP plc (WPP) reports CEO and CFO share award vesting and tax sales

Rhea-AI Filing Summary

WPP plc reported the vesting of executive share awards and related share transactions under its long-term incentive plans. Under the 2022 Executive Performance Share Plan, Chief Executive Officer Cindy Rose received 87,854 ordinary shares of 10 pence each on 1 December 2025, with 41,374 of those shares automatically sold at £2.972 per share to cover statutory withholding liabilities and costs.

Chief Financial Officer Joanne Wilson received 20,942 ordinary shares on 2 December 2025 from an award under the WPP Stock Plan 2018, and 9,863 shares were sold at £2.96965 per share to cover tax and related obligations. The notice is made under Article 19 of the Market Abuse Regulation and reflects routine equity compensation for senior management.

Form 6-K: How Foreign Companies Report to the SEC →

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 December 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	Vesting of Share Awards dated 02 December 2025, prepared by WPP plc.

FOR IMMEDIATE RELEASE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      2 December 2025

WPP plc ("WPP")

Vesting of Share Awards

Notification of Transactions of Directors/Persons Discharging Managerial Responsibilities or their Connected Persons

The Company announces that the following persons discharging managerial responsibilities transacted in ordinary shares of 10 pence each in the Company due to the vesting of a conditional share award under the terms of the 2022 Executive Performance Share Plan ("EPSP") award and the WPP Stock Plan 2018 respectively.  

Name of Executive Director	Total number of shares vested	Total number of shares automatically sold to cover statutory withholding liabilities	Date of transaction
Cindy Rose	87,854	41,374	1 December 2025
Joanne Wilson	20,942	9,863	2 December 2025

1.	Details of PDMR/person closely associated with them ('PCA')
a)	Name	Cindy Rose
b)	Position/status	Chief Executive Officer
c)	Initial notification/amendment	Initial notification
2.	Details of the issuer
a)	Full name of the entity	WPP plc
b)	Legal Entity Identifier code	549300LSGBXPYHXGDT93
3.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument	Ordinary shares of 10 pence each ('Ordinary Shares') ISIN: JE00B8KF9B49
Transaction 1
b)	Nature of the transaction	Acquisition of ordinary shares following the vesting of a portion of a conditional share award under the WPP 2022 Executive Performance Share Plan
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		n/a	87,854
d)	Aggregated information -     Aggregated volume -     Price	n/a
e)	Date of the transaction	1 December 2025
f)	Place of the transaction	London Stock Exchange (XLON)
Transaction 2
b)	Nature of the transaction	Automatic sale of ordinary shares pursuant to a trading plan to cover statutory withholding liabilities and costs following the vesting of a conditional share award under the WPP 2022 Executive Performance Share Plan
c)	Price(s) and volume(s)	Volume: 41,374 Price: £2.972
d)	Aggregated information -     Aggregated volume -     Price	n/a (single transaction)
e)	Date of the transaction	1 December 2025
f)	Place of the transaction	London Stock Exchange (XLON)

1.	Details of PDMR/person closely associated with them ('PCA')
a)	Name	Joanne Wilson
b)	Position/status	Chief Financial Officer
c)	Initial notification/amendment	Initial notification
2.	Details of the issuer
a)	Full name of the entity	WPP plc
b)	Legal Entity Identifier code	549300LSGBXPYHXGDT93
3.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument	Ordinary shares of 10 pence each ('Ordinary Shares') ISIN: JE00B8KF9B49
Transaction 1
b)	Nature of the transaction	Acquisition of ordinary shares following the vesting of an award made under the WPP Stock Plan 2018
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		n/a	20,942
d)	Aggregated information -     Aggregated volume -     Price	n/a
e)	Date of the transaction	2 December 2025
f)	Place of the transaction	London Stock Exchange (XLON)
Transaction 2
b)	Nature of the transaction	Sale of ordinary shares to cover statutory withholding liabilities and costs following the vesting of a conditional share award under the WPP Stock Plan 2018
c)	Price(s) and volume(s)	Volume: 9,863 Price: £2.96965
d)	Aggregated information -     Aggregated volume -     Price	n/a (single transaction)
e)	Date of the transaction	2 December 2025
f)	Place of the transaction	London Stock Exchange (XLON)

This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.

Balbir Kelly-Bisla

Group Company Secretary

Further information

Media: press@wpp.com

Investors: irteam@wpp.com

About WPP

WPP is the creative transformation company. We use the power of creativity to build better futures for our people, planet, clients and communities. For more information, visit www.wpp.com.

END

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: 02 December 2025.	By:  ______________________
	Balbir Kelly-Bisla
	Company Secretary

FAQ

What did WPP (WPP) announce in this Form 6-K?

WPP announced the vesting of share awards for senior executives and related share transactions in ordinary shares of 10 pence each under its long-term incentive plans.

Which WPP executives had share awards vest in December 2025?

The share awards vested for Cindy Rose, Chief Executive Officer, and Joanne Wilson, Chief Financial Officer, under the 2022 Executive Performance Share Plan and the WPP Stock Plan 2018.

How many WPP shares vested for CEO Cindy Rose and what portion was sold?

Cindy Rose had 87,854 ordinary shares vest on 1 December 2025, of which 41,374 were automatically sold at £2.972 per share to cover statutory withholding liabilities and costs.

How many WPP shares vested for CFO Joanne Wilson and what portion was sold?

Joanne Wilson had 20,942 ordinary shares vest on 2 December 2025, and 9,863 shares were sold at £2.96965 per share to cover statutory withholding liabilities and costs.

Why were some of the vested WPP shares sold immediately?

A portion of the vested shares for both executives was sold automatically to satisfy statutory withholding tax liabilities and related costs associated with the share awards.

Under which plans were these WPP share awards granted?

Cindy Rose’s shares vested under the WPP 2022 Executive Performance Share Plan, while Joanne Wilson’s shares vested under the WPP Stock Plan 2018.

What regulatory requirement does this WPP notice fulfil?

The notice fulfils the disclosure obligation under Article 19 of the Market Abuse Regulation for transactions by persons discharging managerial responsibilities.