UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
WPP 2025 LLC
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 39-3674912 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification no.) |
| 3 World Trade Center 175 Greenwich Street New York NY 10007, United States |
NY 10007 |
| (Address of Principal Executive Offices) | (Zip Code) |
(FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS” ON THE FOLLOWING PAGE)
| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box: ☒ | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box: ☐ |
| Securities Act registration statement file number to which this form relates: | 333-294468 (If applicable) |
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of Each Class |
Name of Each Exchange
on Which |
| 6.500% Notes due 2036 | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
TABLE OF CO-REGISTRANTS
|
Exact Name as Specified in its Charter |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
Address, Including Zip Code and Telephone Number, Including Area Code, of Principal Executive Offices |
| WPP plc* | Jersey | Not applicable |
Sea Containers 18 Upper Ground London SE1 9GL, United Kingdom Telephone: (011 44) 20 7282 4600 |
| WPP Jubilee Limited* | England and Wales | Not Applicable |
Sea Containers 18 Upper Ground London SE1 9GL, United Kingdom Telephone: (011 44) 20 7282 4600 |
| WPP 2005 Limited* | England and Wales | Not Applicable |
Sea Containers 18 Upper Ground London SE1 9GL, United Kingdom Telephone: (011 44) 20 7282 4600 |
| * | WPP 2025 LLC is the issuer of the 6.500% Notes due 2036 being registered hereunder (the “Notes”). The other registrants are guarantors of the Notes. |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registrants have filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, a prospectus supplement dated March 25, 2026 relating to WPP 2025 LLC’s 6.500% Notes due 2036 (the “Prospectus Supplement”), to a base prospectus dated March 19, 2026 (the “Prospectus”) contained in the automatically effective shelf registration statement of the Registrants on Form F-3ASR (File No. 333-294468) filed with the Commission on March 19, 2026. The Registrants incorporate by reference the Prospectus Supplement and the Prospectus to the extent set forth below.
| Item 1. | Description of Registrant’s Securities to be Registered |
The material set forth in (i) the section captioned “Description of Debt Securities and Guarantees” and “Taxation” in the Prospectus, and (ii) the sections captioned “Description of the Notes and Guarantees” and “Taxation” in the Prospectus Supplement are each incorporated herein by reference.
| Item 2. | Exhibits. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| WPP 2025 LLC | ||
| Date: March 30, 2026 | ||
| By: | /s/ Paul Stasiulis | |
| Name: | Paul Stasiulis | |
| Title: | Manager | |
| WPP plc | ||
| By: | /s/ Alexander Ashby | |
| Name: | Alexander Ashby | |
| Title: | Authorized Signatory | |
| WPP Jubilee Limited | ||
| By: | /s/ Alexander Ashby | |
| Name: | Alexander Ashby | |
| Title: | Director | |
| WPP 2005 Limited | ||
| By: | /s/ Alexander Ashby | |
| Name: | Alexander Ashby | |
| Title: | Director | |