WPP (WPP) sets 1.08B total voting rights for FCA disclosures

Rhea-AI Filing Summary

WPP plc reports its share capital and voting rights position as at 31 March 2026. The company had 1,091,394,251 ordinary shares of 10 pence each in issue, with 12,591,893 held in treasury. This results in 1,078,802,358 total voting rights, which shareholders can use as the denominator when calculating whether they must notify their holdings or changes in holdings under the FCA's Disclosure Guidance and Transparency Rules.

Key Figures

Issued share capital: 1,091,394,251 ordinary shares Treasury shares: 12,591,893 ordinary shares Total voting rights: 1,078,802,358 +2 more

5 metrics

Issued share capital 1,091,394,251 ordinary shares As at 31 March 2026

Treasury shares 12,591,893 ordinary shares Held in treasury as at 31 March 2026

Total voting rights 1,078,802,358 Shareholder denominator under FCA rules

Nominal value per share 10 pence each Ordinary shares

Reference date 31 March 2026 Date for capital and voting rights figures

Key Terms

Treasury, Total Voting Rights and Capital, Disclosure Guidance and Transparency Rules, ordinary shares

4 terms

Treasury financial

"of which 12,591,893 Ordinary Shares were held in Treasury."

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

Total Voting Rights and Capital financial

"WPP PLC ("WPP") Total Voting Rights and Capital"

Disclosure Guidance and Transparency Rules regulatory

"under the FCA's Disclosure Guidance and Transparency Rules."

Disclosure guidance and transparency rules are the standards and regulations that require companies to share clear, timely information about their finances, risks, operations and material events. They matter to investors because consistent, honest reporting is like a car’s dashboard — it reveals the data you need to judge safety and performance and make informed buying or selling decisions. Strong disclosure reduces surprises and helps keep markets fair and efficient.

ordinary shares financial

"consisted of 1,091,394,251 ordinary shares of 10 pence each"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

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 April 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	Total Voting Rights and Capital dated 01 April 2026, prepared by WPP plc.

For Immediate Release 1 April 2026

WPP PLC ("WPP")

Total Voting Rights and Capital

WPP confirms that its issued share capital as at 31 March 2026 consisted of 1,091,394,251 ordinary shares of 10 pence each ("Ordinary Shares"), of which 12,591,893 Ordinary Shares were held in Treasury.

Therefore, the total number of voting rights in WPP is 1,078,802,358. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, WPP under the FCA's Disclosure Guidance and Transparency Rules.

Balbir Kelly-Bisla

Company Secretary

Further information

Media: press@wpp.com

Investors: irteam@wpp.com

About WPP

WPP is the trusted growth partner for the world's leading brands. We unite cutting-edge media intelligence and data solutions, world-class creativity, next-generation production, transformative enterprise solutions and expert strategic counsel in a single company - powered by exceptional talent and our agentic marketing platform, WPP Open, to help our clients navigate change, capture opportunity and deliver transformational growth. For more information, visit 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: 01 April 2026.	By:  ______________________
	Balbir Kelly-Bisla
	Company Secretary

FAQ

What total voting rights did WPP (WPP) report as of 31 March 2026?

WPP reported a total of 1,078,802,358 voting rights as of 31 March 2026. Shareholders can use this figure as the denominator when assessing whether changes in their holdings trigger notification duties under the FCA’s Disclosure Guidance and Transparency Rules.

How many WPP (WPP) ordinary shares were in issue and held in treasury?

As at 31 March 2026, WPP’s issued share capital consisted of 1,091,394,251 ordinary shares of 10 pence each, including 12,591,893 shares held in treasury. Treasury shares do not carry voting rights, which is why total voting rights are lower.

Why is WPP’s total voting rights figure important for investors?

The total voting rights figure of 1,078,802,358 is the reference number investors use to calculate their percentage ownership. This helps determine whether they must notify their interest in WPP under the FCA’s Disclosure Guidance and Transparency Rules.

What type of shares make up WPP (WPP)’s share capital?

WPP’s issued share capital consists of ordinary shares of 10 pence each. Ordinary shares typically carry voting rights, except those held in treasury, which are excluded when calculating the company’s total voting rights available to shareholders.

Who is listed as the company secretary in this WPP (WPP) filing?

The filing identifies Balbir Kelly-Bisla as WPP’s Company Secretary. The company secretary signs on behalf of WPP to confirm the accuracy and authorization of the report provided under the Securities Exchange Act of 1934 requirements.

What contact information did WPP (WPP) provide for media and investors?

WPP provided dedicated email contacts: press@wpp.com for media inquiries and irteam@wpp.com for investor relations. These channels allow stakeholders to request further information about the company’s capital structure and other corporate disclosures.