WPP

The Company’s principal market risks are changes in interest rates and currency exchange rates. Following evaluation of these positions, the Company selectively enters into derivative financial instruments to manage its risk exposure. The fair value of derivatives held by the Company at 31 December 2025 is estimated to be a net asset of £75 million, £80 million with respect to derivative assets and £5 million for derivative liabilities (2024: a net liability of £52 million, £5 million with respect to derivative assets and £57 million for derivative liabilities). These amounts are based on market values of equivalent instruments at the balance sheet date. Interest rate and foreign currency risks The Company’s interest rate and foreign currency risks management policies are discussed in note 23 to the consolidated financial statements. The Group's derivative financial instruments and hedge accounting are discussed in note 23 to the consolidated financial statements. Analysis of fixed and floating rate debt by currency, including the effect of interest rate and cross currency swaps, as at the balance sheet date is provided in note 23 to the consolidated financial statements. Sensitivity analyses that address the effect of interest rate and currency risks on the Group’s financial instruments is provided in note 23 to the consolidated financial statements. Credit risk The Company's credit risk exposure and management policies are discussed in note 23 to the consolidated financial statements.

Overview WPP plc (the Company) and its subsidiaries (together the Group) brings together media intelligence, data solutions, creative services, production capabilities, enterprise solutions and strategic counsel on a national, multinational and global scale. At 31 December 2025, the Group, excluding associates, had 98,655 employees. For the year ended 31 December 2025, the Group had revenue of £13,550 million and operating profit of £382 million. Unless the context otherwise requires, the terms “Company”, “Group” and “Registrant” as used herein shall also mean WPP. A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors The Company is subject to a variety of possible risks that could adversely impact its revenues, results of operations, reputation or financial condition. Some of these risks relate to the industries in which the Company operates while others are more specific to the Company. The table below sets out principal risks the Company has identified that could adversely affect it. See also the discussion of Forward-Looking Statements preceding Item 1 of this Annual Report on Form 20-F. Principal Risk Potential impact Economic Risk Adverse economic conditions, including those caused by conflicts, severe and sustained inflation and currency volatility in key markets where we operate, tariffs and other trade barriers, supply chain issues including around resilience affecting the distribution of our clients’ products and/or disruption in credit markets, pose a risk our clients may reduce, suspend or cancel spend with us or be unable to satisfy obligations. Economic conditions, including inflation, currency volatility and increasing interest rates among others, have a direct impact on our business, results of operations and financial position. In the past, clients have responded to weak economic and financial conditions by reducing or shifting their marketing budgets which are easier to reduce in the short term than their other operating expenses. Geopolitical Risk Geopolitical tensions and an increase in conflicts continue to have a destabilising effect in our markets and across geographical regions. Alongside an adverse effect upon the economic outlook, there is a general erosion of trust in institutions and - in relation to global cooperation and integration – an increasing political focus both on national interests and regional convergence. Such factors and economic conditions may be reflected in our clients’ confidence in making longer-term investments and commitments in marketing spend. Actual and threatened geopolitical tension and conflicts lead to greater uncertainty, supply chain risk and economic instability, and a general lack of confidence for many of our clients who are inclined to scale back, delay or cancel their marketing plans and budgets. 2 Principal Risk Potential impact Strategic Plan The failure to successfully execute the strategic plan published in February 2026 to simplify and integrate our client proposition, restore growth and drive long-term value, including the failure to simplify our operating model and strengthen execution as well as transform our go-to-market strategy. Failure also to unlock the target cost savings which will enable a reallocation of investment to the growth building blocks and implementation of the updated approach to capital allocation, both of which underpin the strategic plan. A failure or delay in implementing the strategic plan or distracting teams from winning or growing market share may have a material adverse effect on our market share and our business, revenues, results of operations, financial condition or prospects. AI Failure to adapt to the pace of change in the tech landscape and AI and to optimise, deploy and engage clients in the suite of products offered by WPP Open, our agentic marketing platform, may impact the overall operation of the business. WPP may incur costs when ensuring it can comply with the introduction of AI laws and regulations, including the EU AI Act. This would be through review of IT systems and processes, which may require refinement or amendment, to ensure regulation can be adhered to. IP laws, and in particular the analysis of copyright infringement, are evolving in generative AI specifically. Where AI is used in client deliverables, IP infringement risk, in particular copyright infringement risk, must be assessed in the context of the underlying data sets used in the creation of client work. The use of AI agents within our operations, particularly in client-facing or decision-making roles, introduces risks related to unintended or erroneous outputs, lack of transparency in their decision-making processes, or the potential for misuse if compromised. Without the automation and efficiency gains offered by generative AI, and AI more broadly, we may experience increased costs and inefficiencies in our operations, impacting profitability and competitiveness. Clients expect us to use generative AI-driven tools and technologies in our services and deliverables and are increasingly able to purchase and use licences to such tools and technologies themselves. If we fail to optimise and deploy the suite of products offered by WPP Open and/or fail to continue to advance and evolve our commercial model around end-to-end marketing (planning, media, production and commerce) and WPP Open’s ability to connect people, tools, data and intelligence to deliver that, we may struggle to keep up with these demands, leading to decreased relevance and effectiveness of our services and deliverables for clients, and allow an opportunity for AI vendors to contract directly with our clients. Falling behind new and emerging competitors leveraging the opportunities AI offers to gain a competitive advantage could result in lost market share, decreased revenue and reduced profitability. Generated materials may infringe third-party IP resulting in legal costs and client reputation impact. Client dissatisfaction, reputational damage and financial penalties could result if AI agents act outside established ethical guidelines or regulatory frameworks. IT and Systems We continue to undertake a series of IT programmes devised to prioritise the most critical changes necessary to support WPP’s strategic plan while maintaining the operational performance and security of core systems.WPP is reliant on third parties for the performance of a significant portion of its worldwide information technology and operations functions. Failures or delays in providing these functions could have an adverse effect on our business. Any failure or delay in implementing the IT programmes may have a material adverse effect upon the overall strategic plan and the realisation of key targeted benefits and savings. Disruption and unavailability of critical systems may lead to disruption in our operations and client service delivery. 3 Principal Risk Potential impact Client Loss We compete for clients in a highly competitive industry which is continuously evolving and undergoing structural change and advancements in AI, data and technology. Client net loss to competitors, or as a consequence of client consolidation, insolvency or a reduction in marketing budgets due to a geopolitical change or shift in client spending, or to new entrants who offer clients a licence to create content or personalise at scale, could have a material adverse effect on our market share, business, revenues, results of operations, financial condition and prospects. The competitive landscape in our industry is constantly evolving and the role of more traditional services and operators in our sector who have not successfully diversified or restructured is being challenged. Competitors include multinational advertising and marketing communication groups, marketing services companies, professional services, consultants and consulting internet companies and new entrants. Client contracts can generally be terminated on 90 days’ notice or are on an assignment basis and clients put their business up for competitive review from time to time. The ability to attract new clients and to retain or increase the amount of work from existing clients may be impacted if we fail to react quickly enough to demand changes in the market and to evolve our structure and commercial model around end-to-end marketing, or as a consequence of any loss of reputation, and may be limited by clients’ policies on conflicts of interest. Client Concentration We receive a significant portion of our revenues from a limited number of large clients and the net loss of one or more of these clients or of a major assignment with them could have a material adverse effect on our prospects, business, financial condition and results of operations. A relatively small number of clients contribute a significant percentage of our consolidated revenues. Our ten largest clients accounted for 21.4% of net sales in the year ended 31 December 2025. Clients can reduce their marketing spend, terminate contracts or cancel projects on short notice. The loss of one or more of our largest clients or of a major assignment with them, if not replaced by new accounts or an increase in business from existing clients, would adversely affect our financial condition. People, Culture and Succession Our performance could be adversely affected if we: do not react quickly enough to changes in our market; fail to attract and develop key media, creative, production, technology and management talent; are unable to retain and incentivise key talent; or are unable to adapt to new ways of working including through workforce responsive to, for example, the incorporation into team architecture and management of intelligent systems and capabilities, and accountabilities required for that. We are highly dependent on the talent, creative abilities and technical skills of our people as well as their relationships with clients. We are vulnerable to the loss of people to competitors (traditional and emerging) and clients, leading to disruption to the business. Cyber and Information Security WPP has in the past, and may in the future, experience a cyber attack that leads to harm or disruption to our operations, systems or services. This risk has increased as the prevalence and sophistication of generative AI means there are both human and AI-generated attacks. Attackers are increasingly leveraging AI and agentic systems to automate and scale their offensive capabilities, leading to the deployment of more sophisticated, evasive and rapidly evolving cyber threats. Such an attack may also affect suppliers and partners through the unauthorised access to, or manipulation, corruption or destruction of, data. We may be subject to investigative or enforcement action or legal claims or incur fines, damages or costs and client loss if we fail to adequately protect data.A system breakdown or intrusion could have a material adverse effect on our business, revenues, results of operations, financial condition or prospects and have an impact on long-term reputation and lead to client loss. The imposition of sanctions and the associated geopolitical situation following conflicts continue to trigger an increase in cyber attacks generally. AI enables attackers to develop highly customised and adaptive attack vectors, making them difficult to detect and defend against using traditional security tools. Automation through AI can significantly amplify the scale and speed of attacks, overwhelming our human defensive response capacities. AI can help attackers identify and exploit weaknesses in defensive systems more effectively. AI-generated content (for example, deepfakes or highly personalised phishing emails) can make social engineering attacks far more convincing and widespread.See Item 16K for further discussion on Cybersecurity. Credit Risk We are subject to credit risk through the default of a client or other counterparty. Challenging economic conditions, heightened geopolitical issues, shocks to consumer confidence, disruption in credit markets and challenges in the supply chain disrupting our client operations can lead to a worsening of the financial strength and outlook for our clients who may reduce, suspend or cancel spend with us, request extended payment terms beyond 60 days or be unable to satisfy obligations. We are generally paid in arrears for our services. Invoices are typically payable within 30 to 60 days.We commit to media and production purchases on behalf of some of our clients as principal or agent depending on the client and market circumstances. If a client is unable to pay sums due, media and production companies may look to us to pay those amounts and there could be an adverse effect on our working capital and operating cash flow. 4 Principal Risk Potential impact Internal Financial Controls Our performance could be adversely impacted if we fail to ensure adequate internal control procedures are in place. If material weaknesses are identified, they could adversely affect our results of operations, investor confidence in WPP and the market price of our ADRs and ordinary shares. Failure to ensure that our agencies have robust control environments, or that the services we provide and trading activities within WPP are compliant with client obligations, could adversely impact client relationships and business volumes and revenues.If material weaknesses in internal controls are discovered or occur in the future, our ability to accurately record, process and report financial information and, consequently, our ability to prepare financial statements within required time periods, could be adversely affected.In addition, the Group may be unable to maintain compliance with the federal securities laws and NYSE listing requirements regarding the timely filing of periodic reports. Any of the foregoing could cause investors to lose confidence in the reliability of our financial reporting, which could have a negative effect on the trading price of WPP’s ADRs and ordinary shares. Data Privacy We are subject to strict data protection and privacy legislation in the jurisdictions in which we operate and rely extensively on information technology systems. The use of AI, while offering significant benefits, introduces specific data privacy risks related to data collection, model training and automated decision-making. We store, transmit and rely on critical and sensitive data such as strategic plans, personally identifiable information and trade secrets: –Security of this type of data is exposed to escalating external threats, that are increasing in sophistication, as well as internal data breaches –Data transfers between our global operating companies, clients or vendors may be interrupted due to changes in law (for example, EU adequacy decisions, CJEU Schrems II decision) We may be subject to investigative or enforcement action or legal claims or incur fines, damages, or costs and client loss if we fail to adequately protect data or observe privacy legislation in every instance: –WPP has experienced in the past, and may again in the future, a system breakdown or intrusion that could have a material adverse effect on our business, revenues, results of operations, financial condition or prospects –Restrictions or limitations on international data transfers could have an adverse effect on our business and operations –Misuse or unintended consequences of AI technologies could lead to breaches of data privacy, reputational damage and regulatory scrutiny Taxation WPP’s tax charge could be adversely impacted by new tax rules, changes to the application of existing rules or higher tax rates. The global tax environment remains highly complex and subject to frequent regulatory changes and evolving interpretations. These dynamics present inherent compliance risks. Changes in local or international tax rules and rates, changes arising from the application of existing rules, new demands and assessments or challenges by tax authorities, may expose us to significant additional tax liabilities or impact the carrying value of our deferred tax assets, which would affect the future tax charge and our liquidity position. Failure to comply with local and international tax rules could result in financial penalties, reputational damage and can compromise relationships with local tax authorities. Regulatory We are subject to strict anti-corruption, anti-bribery, anti-fraud and anti-trust legislation and enforcement in the countries in which we operate. We operate in a number of markets where the corruption risk has been identified as high by groups such as Transparency International.Failure to comply or to create a culture opposed to fraud, bribery and corruption or failure to instil business practices that prevent both human and AI-generated fraud and corruption could expose us to civil and criminal sanctions and negatively impact our reputation or financial condition. 5 Principal Risk Potential impact Sanctions We are subject to the laws of the US, the EU, the UK and other jurisdictions that impose sanctions and regulate the supply of services to certain countries. Failure to comply with these laws could expose us to civil and criminal penalties including fines and the imposition of economic sanctions against us, and reputational damage and withdrawal of banking facilities which could materially impact our results. Civil liabilities or judgments against the Company or its directors or officers based on United States federal or state securities laws may not be enforceable in the United States or in England and Wales or in Jersey. The Company is a public limited company incorporated under the laws of Jersey. Some of the Company’s directors and officers reside outside of the United States. In addition, a substantial portion of the directly owned assets of the Company are located outside of the United States. As a result, it may be difficult or impossible for investors to effect service of process within the United States against the Company or its directors and officers or to enforce against them any of the judgments, including those obtained in original actions or in actions to enforce judgments of the United States courts, predicated upon the civil liability provisions of the federal or state securities laws of the United States. Environmental, Social & Governance (ESG) The Group’s operations could be disrupted by an increased frequency of extreme weather and climate-related natural disasters. The Group could be subject to increased costs to comply with the potential future changes in ESG law and regulations. This includes the EU Corporate Sustainability Reporting Directive (CSRD) and the IFRS Sustainability Standards. A failure to manage the complexity in carbon emission accounting for marketing or to consider Scope 3 emissions in new technology and business model innovation across the supply chain could have an adverse effect on our business and reputation. We are susceptible to reputational risk associated with working on client briefs perceived to be environmentally detrimental and/or misrepresenting environmental claims. More frequent extreme weather and climate-related natural disasters could include storms, flooding, wildfires and water and heat stress which can damage our buildings, jeopardise the safety and wellbeing of our people and significantly disrupt our operations.We could be subject to increased costs to comply with potential future changes in ESG laws and regulations. This includes increasing carbon offset pricing to meet our climate commitments. Increased investment may also be required to renovate and electrify buildings, embed sustainability in AI development and develop internal ESG reporting capacity and capabilities. In addition, carbon-emission accounting methodologies continue to evolve. This may result in the need for future emissions restatements to reflect measurement changes. Furthermore, as societal consciousness around climate change evolves, our sector is seeing scrutiny of its role in driving consumption. Our clients seek expert partners who can give recommendations that take into account their impact and stakeholder concerns around climate change. Additionally, WPP serves some clients whose business models are under increased scrutiny, for example, energy companies or associated industry groups. This creates both a reputational and related financial risk for WPP if we are not rigorous in our content standards.

At 31 December 2025, the Company's reportable segments were Global Integrated Agencies, Public Relations and Specialist Agencies, which reflected the way in which performance was reviewed and resources were allocated in 2025. The largest reportable segment was Global Integrated Agencies, which accounted for 88% of the Company’s revenues in 2025. The remaining 12% of our revenues were derived from the reportable segments of Public Relations and Specialist Agencies. The Company has a presence in more than 100 countries. It employs approximately 98,655 people. The Company’s ordinary shares are admitted to the Official List of the UK Listing Authority and trade on the London Stock Exchange and American Depositary Shares (which are evidenced by American Depositary Receipts (ADRs) or held in book-entry form) representing deposited ordinary shares are listed on the New York Stock Exchange (NYSE). At 31 December 2025 the Company had a market capitalisation of £3,684 million. The Company’s executive office is located at Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL, Tel: +44 (0)20 7282 4600 and its registered office is located at 22 Grenville Street, St Helier, Jersey, JE4 8PX. 6 A. History and Development of the Company The Company was incorporated in Jersey on 25 October 2012 under the name WPP 2012 plc. On 2 January 2013, under a scheme of arrangement between WPP 2012 Limited (formerly known as WPP plc), the former holding company of the Group, and its shareholders pursuant to Article 125 of the Companies (Jersey) Law 1991, and as sanctioned by the Royal Court of Jersey (the Jersey Court), the Company, being a Jersey incorporated and United Kingdom tax resident company, became the new parent company of the WPP Group and adopted the name WPP plc. In April 2025, the Company acquired 100% of the ordinary share capital of Cognitive Logic Inc. (“InfoSum”), a data collaboration platform. In May 2025, WPP Media replaced GroupM as the name of WPP’s global media company. WPP Media’s agencies Mindshare, Wavemaker and EssenceMediacom continue to provide clients with dedicated teams as brands within WPP Media, leveraging common capabilities, technology and support functions. In February 2026, the Company announced the simplification of its structure into four operating units: WPP Media, WPP Production, WPP Enterprise Solutions and WPP Creative: •WPP Media brings together AI-driven media, data and partnership capabilities to deliver creative personalisation at scale. •WPP Production, which was launched in February 2026, unifies WPP's production capabilities into a single global operating unit, to deliver content at speed and scale. •WPP Enterprise Solutions will bring together customer experience, commerce, CRM, content transformation and technology and data platforms into a unified global operating unit. •WPP Creative will be the home of WPP's iconic agencies including VML, Ogilvy, Burson, AKQA, Landor, Design Bridge and Partners, connected through a unified leadership structure and WPP Open. These changes require a reassessment of the Group’s operating and reportable segments. Discrete financial information is not yet readily available for all four operating units at the date of the publication of this report. Any supplemental revenue data on a standalone operating unit basis will be provided as appropriate. The Company had net payments of £177 million, net proceeds of £313 million and net payments of £138 million for each of the years ended 31 December 2025, 2024 and 2023 respectively, related to acquisitions and disposals, including proceeds on disposal of investments and subsidiaries, contingent consideration payments resulting from acquisitions in prior years and net of cash and cash equivalents disposed. Cash spent on purchases of property, plant and equipment and intangible assets was £186 million, £236 million and £217 million for each of the years ended 31 December 2025, 2024 and 2023, respectively. Cash spent on share repurchases and buybacks was £97 million, £82 million and £54 million for each of the years ended 31 December 2025, 2024 and 2023, respectively. The Company is subject to the informational requirements of the Exchange Act. In accordance with these requirements, the Company files reports and other information with the United States Securities and Exchange Commission. You may read and copy any materials filed with the SEC at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. The Company’s Form 20-F is also available on the Company’s website, http://www.wpp.com. B. Business Overview Introduction WPP is organised in three reportable segments: Global Integrated Agencies, Public Relations and Specialist Agencies. Information on our segments is set forth on page 12 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.1. In February 2026, the Company announced an update to its organisational structure, as noted in Item 4A of this Annual Report on Form 20-F. The Company's reportable segments as described above remained in place during the year ended 31 December 2025. The impact of the change in organisational structure on the Company's operating and reportable segments in 2026 is described in the Accounting Policies section of the consolidated financial statements in Item 18 of this Annual Report on Form 20-F. WPP Head Office The core functions of WPP, with the principal executive office in London, are to develop the strategy of the Company, coordinate the provision of services to cross-company clients, perform a range of cross-company functions in areas such as new business, talent recruitment and development, training, IT, finance, audit, legal and compliance, mergers & acquisitions 7 (M&A), property, sustainability, investor relations and communications, promote best practice in areas such as our agencies’ approach to drive operating efficiencies and monitor the financial performance of WPP’s operating companies. Our Strategic Approach Information on our strategic approach is set forth on pages 10 to 13 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.1. Clients Information on our clients is set forth on page 20 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.2. Government Regulation Information on our government regulation is set forth on pages 39 to 42 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.3. IT Information on our IT is set forth on page 42 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.3. C. Organizational Structure The Company’s core structure brings together media intelligence, data solutions, creative services, production capabilities, enterprise solutions and strategic counsel on a national, multinational and global scale. It has a presence in more than 100 countries. For a list of the Company’s subsidiary undertakings and their country of incorporation see Exhibit 8.1 to this Form 20-F. D. Property, Plant and Equipment The majority of the Company’s properties are leased, although certain properties which are used mainly for office space are owned. Owned properties are in Latin America (Argentina, Brazil, Mexico, Peru and Puerto Rico), India and in the UK. Principal properties include office space at the following locations: Location Use Approximate square footage 3 World Trade Center, New York, NY WPP Media, VML, AKQA, Grey, Burson, Spec Comm, Specialist PR, Landor, Ogilvy, Hogarth, Design Bridge & Partners, WPP 691,000 636 Eleventh Avenue, New York, NY 100% vacant held for disposition 564,000 Volklinger Strasse, Dusseldorf Grey, Burson, WPP Media, Hogarth, Ogilvy, VML, Thjnk, WPP 407,000 399 Heng Feng Road, Zhabei, Shanghai WPP Media, Ogilvy, Burson, GTB, VML, Hogarth, Peclers, WPP 385,000 26 Rios Rosas Street, Madrid Campus Axicom, Burson, David, Design Bridge & Partners, Financeplus, WPP Media, Hogarth, Ogilvy, VML (including TCK, VML Health, VML MAP), WPP 382,000 The Orb at Sahar, Andheri East, Mumbai WPP Media, Ogilvy, Grey, Landor, VML, Burson, Hogarth, WPP 374,000 3 Columbus Circle, New York, NY 100% vacant held for disposition 340,000 Tower B, DLF Cyber Park, Gurugram WPP Media, Ogilvy, VML, Hogarth, Grey, Burson, AKQA, WPP 340,000 971 Mofarrej Avenue, Sao Paulo VML, Mutato, Marketdata, Match, Corebiz, Enext, Pmweb, DTI, Jussi, Ogilvy, Grey, WMS, i-Cherry, Essence Mediacom, OpenX, Hogarth, Studio X, Burson, Ideal Axicom, WPP 324,000 145-149 rue Anatole France, Levallois-Perret, Paris Axicom, Burson, WPP Media, Hogarth, Landor, Ogilvy, Peclers, VML, WPP 302,000 Via Lodovico il Moro/ Via Giuglio Richard 3, Milan AKQA, Axicom, WPP, Burson, Grey, WPP Media, Hogarth, Landor, Ogilvy, VML Health, VML, WPP 283,000 333 North Green Street, Chicago, IL WPP Media, Ogilvy, VML, Burson, Hogarth, Landor, Spec Comm, Specialist PR, WPP 271,000 8 Location Use Approximate square footage 125 Queens Quay, Toronto WPP Media, VML, Ogilvy, AKQA, Burson, Hogarth, Landor, Spec Comm, WPP 265,000 1 Southwark Bridge Road, London WPP Media 244,000 Libertador Building, Buenos Aires Campus Recently completed construction, currently vacant and being marketed for disposal 240,000 Sea Containers House, Upper Ground, London SE1 VML, WPP, Hogarth, Ogilvy, Design Bridge, Landor 225,000 Bubenska 1, Prague VML, WPP Media, Ogilvy, WPP 206,000 2 Southwark Bridge Road, Rose Court Campus, London WPP Media, Burson, WPP, Grey, Ogilvy, Axicom 181,000 The Company considers its properties, owned or leased, to be in good condition and generally suitable and adequate for the purposes for which they are used. At 31 December 2025, we had approximately 73,000 of our people based in 49 campuses as compared to 2024, when we had approximately 68,000 of our people based in 47 campuses. See note 10 to the consolidated financial statements for a schedule by years of lease payments at 31 December 2025 and 31 December 2024.

Certain Non-GAAP measures included in this operating and financial review and prospects have been derived from amounts calculated in accordance with IFRS but are not themselves IFRS measures. They should not be viewed in isolation as alternatives to the equivalent IFRS measure, rather they should be read in conjunction with the equivalent IFRS measure. These include constant currency, like-for-like, headline operating profit, headline PBIT (Profit Before Interest and Taxation), headline PBT (Profit Before Taxation), adjusted operating cash flow, adjusted free cash flow, adjusted net cash flow, adjusted net debt and average adjusted net debt, share of profit before interest and taxation of associates, share of adjusting items of associates, share of interest and non-controlling interests of associates, and share of taxation of associates which we define, explain the use of and reconcile to the nearest IFRS measure on pages 12 to 16. Management believes that these measures are both useful and necessary to present herein because they are used by management for internal performance analyses; the presentation of these measures facilitates comparability with other companies, although management’s measures may not be calculated in the same way as similarly titled measures reported by other companies; and these measures are useful in connection with discussions with the investment community. In the calculation of headline profit measures, judgement is required by management in determining which items are considered to be large, unusual and non-recurring that are to be excluded. The exclusion of certain adjusting items may result in headline earnings being materially higher or lower than reported earnings, for example when significant impairments or restructuring charges are excluded but the related benefits are included within headline earnings. Headline measures should not be considered in isolation as they provide additional information to aid the understanding of the Group’s financial performance. 9 A. Operating Results Key IFRS Measures Reported Reported change %+/(-) 2025 2024 2025 2024 £m £m % % Revenue 13,550 14,741 (8) % (1) % Operating profit 382 1,325 (71) % 150 % (Loss)/profit for the year (172) 629 (127.3) % 219.3 % Net cash inflow from operating activities 724 1,408 (49) % 14 % Other information on our operating results is set forth on page 26 to 30 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.4. For a discussion of the year ended 31 December 2024 compared to the year ended 31 December 2023, please refer to "Item 5. Operating and Financial Review and Prospects" in our Annual Report on Form 20-F for the year ended 31 December 2024. B. Liquidity and Capital Resources Information on our liquidity and capital resources is set forth on page 30 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.4. For a breakdown of the Company’s sources and uses of cash and for the Company’s liquidity risk management see the “Consolidated Cash Flow Statement” and notes 9, 18 and 23, which are included as part of the Company’s consolidated financial statements in Item 18 of this Annual Report on Form 20-F. Summarised financial information about Guarantors and Issuers of Guaranteed Securities At 31 December 2025, WPP Finance 2010 had in issue $93 million ($28 million was repaid in 2018 and $179 million was repaid in 2019 from the $300 million initially issued) of 5.125% bonds due September 2042, with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors. WPP Air 1 Limited, WPP 2008 Limited and WPP 2012 Limited were discharged as guarantors effective 18 December 2025. At 31 December 2025, WPP Finance 2010 had in issue $220 million ($50 million was repaid in 2018 and $230 million was repaid in 2019 from the $500 million initially issued) of 5.625% bonds due November 2043, with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors. In the event that WPP Finance 2010 fails to pay the holders of the securities, thereby requiring WPP plc, WPP Jubilee Limited or WPP 2005 Limited to make payment pursuant to the terms of their full and unconditional, and joint and several guarantee of those securities, there is no impediment to WPP plc, WPP Jubilee Limited or WPP 2005 Limited obtaining reimbursement for any such payments from WPP Finance 2010. Basis of Presentation The summarised financial information below is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor subsidiaries, which are not members of the obligor group, have been excluded from the summarised financial information. The obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in separate line items, if they are material to the obligor financials. 10 For the year ended 31 December 2025, £m Summarised income statement information for WPP Finance 2010 (issuer), WPP plc (parent guarantor) and Applicable Subsidiary Guarantors (the “obligor group”) WPP Finance 2010 (issuer), WPP plc and Subsidiary Guarantors Revenue — Costs of services — Gross profit — Administrative income due from non-guarantors 230 Earnings/(loss) from associates - after interest and tax — Finance and investment income from non-guarantors 220 Finance costs to non-guarantors (737) Loss for the year (539) Summarised balance sheet information for WPP Finance 2010 (issuer), WPP plc (parent guarantor) and Applicable Subsidiary Guarantors (the “obligor group”) WPP Finance 2010 (issuer), WPP plc and Subsidiary Guarantors Due from Non-Guarantors-long term 2,919 Non-current assets 3,405 Due from Non-Guarantors-short term 1,802 Current assets 1,901 Due to Non-Guarantors-short term (15,579) Current Liabilities (15,684) Due to Non-Guarantors-long term — Non-current liabilities (451) The issuer and guarantors of the bonds (issuer and subsidiary guarantors are 100% owned by WPP plc) are consolidated subsidiaries of WPP plc and are each subject to the reporting requirements under section 15(d) of the Securities Exchange Act of 1934. The summarised financial information is prepared in accordance with IFRS as issued by the IASB and is intended to provide investors with meaningful financial information, and is provided pursuant to the adoption of Rule 13-01 of Regulation S-X which allows for alternative financial disclosures or narrative disclosures in lieu of the separate financial statements of WPP Finance 2010 and the guarantors. The financial information presented is that of the issuers and guarantors of the guaranteed security, and the financial information of non-issuer and non-guarantor subsidiaries has been excluded. C. Research and Development, Patents and Licenses, etc. Not applicable. D. Trend Information The discussion below and in the rest of this Item 5 in this Annual Report on Form 20-F includes forward-looking statements regarding plans, objectives, projections and anticipated future performance based on assumptions that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. See “Forward-Looking Statements” preceding Item 1 in this Annual Report on Form 20-F. For information regarding the trends in the Company's business, see Item 5A Operating Results and Item 5B Liquidity and Capital Resources above. 11 E. Critical Accounting Estimates Not applicable. The Company’s consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB. A summary of the Group’s principal accounting policies is provided in the Accounting Policies section of the consolidated financial statements. Non-GAAP Measures As introduced on page 9, the following metrics are the Group’s non-GAAP measures. Constant currency These consolidated financial statements are presented in pounds sterling. However, the Company’s significant international operations give rise to fluctuations in foreign exchange rates. To neutralise foreign exchange impact and illustrate the underlying change in revenue and profit from one year to the next, the Company has adopted the practice of discussing results in both reportable currency (local currency results translated into pounds sterling at the prevailing foreign exchange rate) and constant currency. The Group uses US dollar-based, constant currency models to measure performance across all jurisdictions. These are calculated by applying budgeted 2025 exchange rates to local currency reported results for the current and prior year, which excludes any variances attributable to foreign exchange rate movements. Like-for-like Management also believes that discussing like-for-like contributes to the understanding of the Company’s performance and trends because it allows for meaningful comparisons of the current year to that of prior years. Like-for-like 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. The following table reconciles reported revenue growth for the year ended 31 December 2025 and 2024, including like-for-like revenue growth for the same period: Revenue £m % 2023 Reported 14,845 Impact of exchange rate changes (473) (3.2) Impact of acquisition 30 0.2 Like-for-like growth 339 2.3 2024 Reported 14,741 (0.7) Impact of exchange rate changes (266) (1.8) Impact of acquisitions and disposals (402) (2.7) Like-for-like growth (523) (3.6) 2025 Reported 13,550 (8.1) Headline operating profit Headline operating profit is one of the measures that management uses to assess the performance of the business. Headline operating profit is calculated as operating profit before gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property, other impairment charges, goodwill impairment, amortisation and impairment of acquired intangible assets, restructuring and transformation costs, property-related restructuring costs, other transaction costs, and legal provision charges/(gains). The material adjustments to operating profit described above are included in costs of services and general administrative costs as provided in note 3 to the consolidated financial statements and are components of operating profit. A tabular reconciliation of profit before taxation to headline operating profit is provided in note 29 to the consolidated financial statements. Headline PBIT Headline PBIT is one of the metrics that management uses to assess the performance of the business. 12 Headline PBIT is calculated as profit before net finance costs, taxation, gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property, goodwill impairment, amortisation and impairment of acquired intangible assets, other impairment charges, restructuring and transformation costs, property-related restructuring costs, other transaction costs, and legal provision charges/(gains) and share of adjusting and other items for associates. A tabular reconciliation of profit before taxation to headline PBIT is shown below. Year ended 31 December 2025 2024 2023 £m £m £m Profit before taxation 131 1,031 346 Finance and investment income (78) (137) (127) Finance costs 352 417 389 Revaluation and retranslation of financial instruments 16 50 (7) Profit before interest and taxation 421 1,361 601 Goodwill impairment 641 237 63 Amortisation and impairment of acquired intangible assets 61 93 728 Other impairment charges 5 26 18 Restructuring and transformation costs 68 251 196 Property-related restructuring costs 127 26 232 Gains on disposal of investments and subsidiaries (6) (322) (7) Gain on disposal of property — (7) — Other transaction costs — 10 — Legal provision charges/(gains) 43 68 (11) Share of adjusting and other items for associates — 4 (33) Headline PBIT 1,360 1,747 1,787 Headline PBT Headline PBT is one of the metrics that management uses to assess the performance of the business. Headline PBT is calculated as profit before taxation, gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property, goodwill impairment, amortisation and impairment of acquired intangible assets, other impairment charges, restructuring and transformation costs, property-related restructuring costs, other transaction costs, and legal provision charges/(gains), share of adjusting and other items for associates, and revaluation and retranslation of financial instruments. A tabular reconciliation of profit before taxation to headline PBT is shown below. Year ended 31 December 2025 2024 2023 £m £m £m Profit before taxation 131 1,031 346 Goodwill impairment 641 237 63 Amortisation and impairment of acquired intangible assets 61 93 728 Other impairment charges 5 26 18 Restructuring and transformation costs 68 251 196 Property-related restructuring costs 127 26 232 Gains on disposal of investments and subsidiaries (6) (322) (7) Gain on disposal of property — (7) — Other transaction costs — 10 — Legal provision charges/(gains) 43 68 (11) Share of adjusting and other items for associates — 4 (33) Revaluation and retranslation of financial instruments 16 50 (7) Headline PBT 1,086 1,467 1,525 13 Adjusted operating cash flow, Adjusted free cash flow and Adjusted net cash flow The Group bases its internal cash flow objectives on adjusted operating cash flow, adjusted free cash flow and adjusted net cash flow. Management believes adjusted operating cash flow is a target that can be translated into targets for operating business units that do not have direct control of items which influence adjusted free cash flow, such as the Group effective tax rate and leverage, and is meaningful to investors as a measure of the degree to which headline operating profit is converted into cash after the cost of leased operating assets, investment in capital expenditure, and working capital. Adjusted operating cash flow is calculated as cash used in/generated by operations plus investment income received, and share option proceeds, less repayment of lease liabilities, interest paid on lease liabilities, and purchases of property, plant and equipment and purchases of intangible assets. Adjusted free cash flow is meaningful to investors because it is the measure of the Company’s funds available for acquisition-related payments, dividend payments to shareholders, share repurchases and debt repayment. The purpose of presenting adjusted free cash flow is to indicate the ongoing cash generation within the control of the Group after taking account of the necessary cash expenditures of maintaining the capital and operating structure of the Group (in the form of payments of interest, corporate taxation and capital expenditure). This computation may not be comparable to that of similarly titled measures presented by other companies. Adjusted free cash flow is calculated as cash used in/generated by operations plus dividends received from associates, interest received, investment income received, and share option proceeds, less corporation and overseas tax paid, interest and similar charges paid, dividends paid to non-controlling interests in subsidiary undertakings, repayment of lease liabilities, interest paid on lease liabilities, contingent consideration liability payments and purchases of property, plant and equipment and purchases of intangible assets. Adjusted net cash flow is meaningful to investors because it is the measure of the Group’s funds available for debt repayment or to increase cash on hand after acquisition-related payments, dividend payments to shareholders and share repurchases. The purpose of presenting adjusted net cash flow is to indicate the ongoing cash generation within the control of the Group after taking account of the necessary cash expenditures of maintaining the capital and operating structure of the Group (in the form of payments of interest, corporate taxation, and capital expenditure) and after acquisitions, dividend payments to shareholders and share repurchases. Adjusted net cash flow is calculated as adjusted free cash flow (as defined above) plus disposal proceeds, less net initial acquisition payments, dividends and share purchases. 14 A tabular reconciliation of adjusted operating cash flow, adjusted free cash flow and adjusted net cash flow is shown below. Year ended 31 December 2025 2024 2023 £m £m £m Net cash inflow from operating activities 724 1,408 1,238 Corporation and overseas tax paid 398 392 395 Interest paid on lease liabilities 95 95 103 Other interest and similar charges paid 282 306 275 Interest received (97) (109) (116) Investment income (13) (11) (13) Dividends from associates (45) (31) (43) Contingent consideration liability payments recognised in operating activities 21 10 6 Cash generated by operations 1,365 2,060 1,845 Purchases of property, plant and equipment (91) (189) (177) Purchases of intangible assets (95) (47) (40) Repayment of lease liabilities (242) (282) (259) Interest paid on lease liabilities (95) (95) (103) Investment income 13 11 13 Share option proceeds — 2 1 Adjusted operating cash flow 855 1,460 1,280 Corporation and overseas tax paid (398) (392) (395) Other interest and similar charges paid (282) (306) (275) Interest received 97 109 116 Dividends from associates 45 31 43 Contingent consideration liability payments (65) (97) (31) Dividends paid to non-controlling interests in subsidiary undertakings (50) (67) (101) Adjusted free cash flow 202 738 637 Net disposal proceeds 22 667 122 Net initial acquisition payments (147) (153) (280) Dividends (343) (425) (423) Share purchases (97) (82) (54) Adjusted net cash flow (363) 745 2 Adjusted net debt and average adjusted net debt Management believes that adjusted net debt and average adjusted net debt are appropriate and meaningful measures of the debt levels within the Group. Adjusted net debt is defined as cash and cash equivalents, bank overdrafts, current and non-current borrowings, derivative financial instruments hedging debt items, and excludes lease liabilities, contingent consideration and deferred consideration liabilities in respect of the Group’s mergers and acquisitions activities. Average adjusted net debt represents the rolling 12-month average of the Group's monthly adjusted net debt balances. The definition of adjusted net debt and average adjusted net debt have been updated to include the impact of derivative financial instruments that hedge debt items as management believes this provides a more accurate representation of the adjusted net debt levels of the Group. Prior year comparatives and related metrics (ie. the average adjusted net debt to headline EBITDA ratio) have been re-presented for this new definition. 15 The following table is an analysis of adjusted net debt: 2025 2024 2023 £m £m £m Cash and cash equivalents 2,694 2,638 2,218 Current borrowings (822) (584) (946) Non-current borrowings (4,114) (3,744) (3,775) Derivative financial instruments 75 (52) 31 Adjusted net debt1 (2,167) (1,742) (2,472) Average adjusted net debt1 (3,404) (3,506) (3,631) 1 Prior year comparatives have been re-presented in accordance with the updated adjusted net debt definition Average adjusted net debt for 31 December 2025, 31 December 2024 and 31 December 2023 represents the average for the 12-month period ended 31 December 2025, 31 December 2024 and 31 December 2023 respectively. Components of earnings from associates Management reviews the 'earnings from associates' by assessing the underlying component movements including 'share of profit before interest and taxation of associates', 'share of adjusting and other items for associates', 'share of interest and non-controlling interests of associates', and 'share of taxation of associates', which are derived from the income statements of the associate undertakings. Management applies consistent principles in determining items adjusted from headline profit as with subsidiaries. The following table is an analysis of earnings from associates and underlying component movements: 2025 2024 2023 £m £m £m Share of profit before interest and taxation 46 43 48 Share of adjusting and other items for associates — (4) 33 Share of interest and non-controlling interests 6 10 2 Share of taxation (13) (13) (13) Earnings from associates 39 36 70 Share of adjusting and other items for associates was nil for the year ended 31 December 2025 (2024: £(4) million, 2023: £33 million). For the year ended 31 December 2025, share of adjusting and other items for associates included £2 million (2024: £2 million, 2023: £45 million) of non-refundable distributions received from Kantar, described in note 4 to the consolidated financial statements.