a9868d

6-K 1 a9868d.htm RESTRICTED SHARE PLAN AWARDS a9868d

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 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	Restricted Share Plan Awards dated 12 May 2026, prepared by WPP plc.

FOR IMMEDIATE RELEASE

12 May 2026

WPP plc ("WPP")

Restricted Share Plan ("RSP") Awards

On 8 May 2026, following the conclusion of the Annual General Meeting, and the approval of the 2026 Directors' Compensation Policy by shareholders, the 2026 RSP Awards were granted under the Executive Performance Share Plan ("EPSP") to the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") as set out in the table below.

Executive Director	Nature of Award	Number of shares awarded
Cindy Rose (CEO)	2026 RSP Award	460,066
Joanne Wilson (CFO)	2026 RSP Award	279,720

The 2026 RSP Awards take the form of conditional awards over WPP ordinary shares and are due to vest subject to the operation of a performance underpin and continued employment in March 2029.

Notes

1) The 2026 RSP Awards were made in accordance with the terms of the 2026 Directors' Compensation Policy as approved by shareholders on 8 May 2026.

2) The number of shares comprised in the RSP Awards has been calculated using the average share price over the five immediately preceding dealing days of £2.717.

3) Additional shares will be awarded at vesting on the RSP Awards in lieu of dividends on the shares that vest.

4) The RSP Awards to Executive Directors are subject to an additional two-year holding period.

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
b)	Nature of the transactions	Grant of conditional share awards over WPP plc ordinary shares under the WPP Executive Performance Share Plan (EPSP)
c)	Price(s) and volume(s) (Number of WPP ordinary shares or WPP ADRs sold or purchased and price per share/ADR)	Price(s)	Volume(s)
		Nil	460,066
d)	Aggregated information - Aggregated number - Aggregated Price - Total	N/A (single transaction)
e)	Date of the transaction	8 May 2026
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
b)	Nature of the transactions	Grant of conditional share awards over WPP plc ordinary shares under the WPP Executive Performance Share Plan
c)	Price(s) and volume(s) (Number of WPP ordinary shares or WPP ADRs sold or purchased and price per share/ADR)	Price(s)	Volume(s)
		Nil	279,720
d)	Aggregated information - Aggregated number - Aggregated Price - Total	N/A
e)	Date of the transaction	8 May 2026
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 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 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: 12 May 2026.	By: ______________________
	Balbir Kelly-Bisla
	Company Secretary

SEC Form 6-K filed by WPP plc