WPP集团(ADR)美国股票招股说明书(2026年3月26日版本)

$600,000,000 6.500% Senior Notes due 2036 We are offering U.S.$600,000,000 aggregate principal amount of our 6.500% senior notes due 2036 (the “Notes”). We will payinterest on the Notes from (and including) March 30, 2026 (the “Issue Date”) to (but excluding) March 30, 2036 (the “Maturity Date”) at arate of 6.500% per year with interest to be paid on March 30 and September 30 of each year, beginning on September 30, 2026. WPP plc,our ultimate parent company, and its subsidiaries WPP Jubilee Limited and WPP 2005 Limited will guarantee the payment of principal,premium, if any, interest and all other amounts in respect of the Notes. The Notes will rank equally in right of payment with all of our other unsecured and unsubordinated debt obligations from time totime outstanding. Theguaranteeswill rank equally in right of payment with all of WPP plc, WPP Jubilee Limited and WPP 2005 Limited’sother unsecured and unsubordinated debt obligations from time to time outstanding. The Notes and the guarantees will be structurallysubordinated to all debt and other liabilities (including trade payables) of those of WPP’s subsidiaries that do not guarantee the Notes. We may, at our option at any time, redeem the Notes, in whole or in part, at the applicable redemption price described in thisprospectus supplement. In addition, we may redeem the Notes, in whole, upon the occurrence of certain events relating to taxation at theredemption price described in this prospectus supplement and the accompanying prospectus. If a Change of Control Repurchase Event (asdescribed herein) occurs, unless we have exercised our option to redeem the Notes, we will be required to offer to repurchase the Notes at It is anticipated that application will be made to list the Notes on the New York Stock Exchange. Investing in the Notes involves risks. See “Risk Factors” beginning on page 10 of this prospectus supplement and thedocuments we incorporate by reference into this prospectus supplement and the accompanying prospectus. TABLE OF CONTENTS About This Prospectus SupplementProhibition of Sales to EEA Retail InvestorsProhibition of Sales to UK Retail InvestorsSingapore SFA Product ClassificationCertain Definitions and Presentation of Financial informationWhere You Can Find More Information; Incorporation By ReferenceCautionary Statements Concerning Forward-Looking StatementsSummaryRisk FactorsUse of ProceedsCapitalizationDescription of the Notes And GuaranteesTaxationUnderwritingValidity of the Notes and GuaranteesExperts Prospectus About This ProspectusRisk FactorsWhere You Can Find More InformationIncorporation of Certain Documents by ReferenceCautionary Statements Concerning Forward-Looking StatementsThe Issuers and The GuarantorsUse of ProceedsDescription of Debt Securities and GuaranteesTaxationExpertsLegal MattersEnforceability of Civil LiabilitiesPART II ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the Notes that we are currently offering. Thesecond part is the accompanying prospectus dated March 19, 2026, which gives more general information, some of which may not apply to the Notesthat we are currently offering. This prospectus supplement adds, updates and changes information contained in the accompanying prospectus. You should read this prospectus supplement along with the accompanying prospectus together with additional information described belowunder the heading “Where You Can Find More Information; Incorporation by Reference” before you decide to invest in any of the Notes. You shouldrely only on the information contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus. We have not,and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different orinconsistent information, you should not rely on it. You should assume that the information provided by this prospectus supplement, the This prospectus supplement contains summaries of certain provisions contained in some of the documents described herein, but reference ismade to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some If the information varies between this prospectus supplement and the accompanying prospectus, the information in this prospectus Each of the Issuer and the Guarantors accept responsibility for the information contained in this prospectus supplement and theaccompanying prospectus. To the best of the knowledge of each of the Issuer and the Guarantors (each having taken all reasonable care to ensure thatsuch is the case) the information contained in this prospectus supplement and the accompanying prospectus is in accordance with the facts and neither PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise made availab