IPG Form 4 details 0.344 Omnicom share exchange for director

Rhea-AI Filing Summary

Interpublic Group of Companies, Inc. (IPG) director Linda Sanford reported the disposition of 53,975 shares of IPG common stock on 11/26/2025 in connection with a merger. Under the merger, a subsidiary of Omnicom Group Inc. was combined with IPG, with IPG continuing as a wholly owned subsidiary of Omnicom pursuant to a merger agreement dated December 8, 2024.

At the effective time of the merger, each share of IPG common stock was converted into the right to receive 0.344 shares of Omnicom common stock plus cash in lieu of fractional shares. In addition, each outstanding restricted stock award held by the reporting person became fully vested immediately before the effective time and was cancelled in exchange for the same stock-and-cash merger consideration.

Insights

Equity Compensation & M&A Structuring Analyst

IPG equity held by a director converted into Omnicom stock under fixed exchange terms.

The report shows Linda Sanford, a director of IPG, disposing of 53,975 shares of IPG common stock on 11/26/2025, labeled as a disposition due to a merger with Omnicom Group Inc. The transaction reflects consideration mechanics of a change-of-control deal rather than an open-market sale.

Each IPG share was converted into the right to receive 0.344 shares of Omnicom common stock plus cash for fractional shares, establishing a fixed stock-for-stock exchange ratio. The filing also states that all restricted stock awards held by the reporting person vested immediately prior to the effective time and were cancelled in exchange for the same merger consideration. This aligns director equity with the merger outcome and eliminates outstanding IPG equity awards at closing.

Insider Trade Summary

Net Seller: 53,975 shares

Net Sell 1 txn

Insider SANFORD LINDA S

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	53,975	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. Disposition pursuant to the merger (the "Merger") of EXT Subsidiary Inc. ("Merger Sub") with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Omnicom Group Inc. ("Omnicom"), pursuant to the Agreement and Plan of Merger, dated as of December 8, 2024, by and among the Issuer, Omnicom and Merger Sub (the "Merger Agreement").
2. F2. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.10, of the Issuer (the "Issuer Common Stock"), was converted into the right to receive 0.344 shares (the "Exchange Ratio") of common stock, par value $0.15, of Omnicom (the "Omnicom Common Stock"), plus cash in lieu of fractional shares (the "Common Stock Merger Consideration").
3. F3. Pursuant to the Merger Agreement, each outstanding restrictive stock award ("RSA") that was granted to the Reporting Person, whether vested or unvested, became fully vested immediately prior to the Effective Time and was cancelled and converted into the right to receive the Common Stock Merger Consideration.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/26/2025 - 05:42 PM Learn about SEC filing dates

FAQ

What transaction is reported in this IPG Form 4 filing?

The filing reports that director Linda Sanford disposed of 53,975 shares of IPG common stock on 11/26/2025 as a result of a merger involving Interpublic Group of Companies, Inc. and a subsidiary of Omnicom Group Inc.

What were IPG shareholders entitled to receive in the Omnicom merger?

Each share of IPG common stock was converted into the right to receive 0.344 shares of Omnicom common stock plus cash in lieu of fractional shares, referred to as the common stock merger consideration.

How were Linda Sanford’s restricted stock awards in IPG treated?

Each outstanding restricted stock award (RSA) granted to Linda Sanford, whether vested or unvested, became fully vested immediately before the merger’s effective time and was then cancelled and converted into the same stock-and-cash merger consideration as the common shares.

What is the relationship of the reporting person to IPG in this Form 4?

The reporting person, Linda Sanford, is identified as a Director of Interpublic Group of Companies, Inc. and the Form 4 is filed as a single reporting person filing.

What corporate structure resulted from the IPG and Omnicom merger?

Following the merger, the issuer, Interpublic Group of Companies, Inc., survived as a wholly owned subsidiary of Omnicom Group Inc., as described in the Agreement and Plan of Merger dated December 8, 2024.

What is the exchange ratio mentioned in the IPG Form 4?

The filing specifies an exchange ratio of 0.344, meaning each share of IPG common stock was converted into the right to receive 0.344 shares of Omnicom common stock plus cash instead of any fractional Omnicom share.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SANFORD LINDA S

(Last) (First) (Middle)

IPG

909 THIRD AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERPUBLIC GROUP OF COMPANIES, INC. [ IPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/26/2025		D(1)		53,975	D	(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposition pursuant to the merger (the "Merger") of EXT Subsidiary Inc. ("Merger Sub") with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Omnicom Group Inc. ("Omnicom"), pursuant to the Agreement and Plan of Merger, dated as of December 8, 2024, by and among the Issuer, Omnicom and Merger Sub (the "Merger Agreement").

2. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.10, of the Issuer (the "Issuer Common Stock"), was converted into the right to receive 0.344 shares (the "Exchange Ratio") of common stock, par value $0.15, of Omnicom (the "Omnicom Common Stock"), plus cash in lieu of fractional shares (the "Common Stock Merger Consideration").

3. Pursuant to the Merger Agreement, each outstanding restrictive stock award ("RSA") that was granted to the Reporting Person, whether vested or unvested, became fully vested immediately prior to the Effective Time and was cancelled and converted into the right to receive the Common Stock Merger Consideration.

	/s/ Robert Dobson POA for Linda Sanford	11/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.