Interpublic (IPG) Form 4 shows Omnicom merger share conversion terms

Rhea-AI Filing Summary

Interpublic Group of Companies, Inc. (IPG) director Jorge Benitez reported the disposition of 20,940 shares of IPG common stock on 11/26/2025. The shares were transferred as part of a merger in which EXT Subsidiary Inc. merged with and into IPG, with IPG surviving as a wholly owned subsidiary of Omnicom Group Inc.

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 IPG restricted stock award was converted into an Omnicom restricted stock award based on the same 0.344 exchange ratio, while keeping the original vesting and other terms.

Insights

M&A and equity compensation analyst

IPG’s merger into Omnicom converts common and restricted shares into Omnicom stock using a 0.344 exchange ratio.

The filing shows an IPG director disposing of 20,940 IPG shares due to a completed merger. IPG becomes a wholly owned subsidiary of Omnicom Group Inc., and IPG common stock is replaced by Omnicom common stock, so the director’s IPG holdings move out of the standalone public float.

Each IPG share is converted into the right to receive 0.344 Omnicom shares plus cash for fractional shares, setting a clear equity exchange mechanic. Outstanding IPG restricted stock awards are similarly converted into Omnicom restricted stock awards at the same ratio, while retaining their prior terms and conditions, which helps maintain continuity of incentives for the holder within the new corporate structure.

Insider Trade Summary

Net Seller: 20,940 shares

Net Sell 1 txn

Insider Benitez Jorge L.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	20,940	$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, at the Effective Time, each outstanding restrictive stock award ("RSA") was converted into an Omnicom restricted stock award (an "Omnicom RSA") covering a number of shares of Omnicom Common Stock equal to the product of (A) the number of shares of Issuer Common Stock subject to such RSA immediately prior to the Effective Time multiplied by (B) 0.344. Each Omnicom RSA will continue to be subject to the same terms and conditions applicable to such RSA immediately prior to the Effective Time.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/26/2025 - 05:34 PM Learn about SEC filing dates

FAQ

What transaction is disclosed in this IPG Form 4 filing?

The Form 4 reports that an Interpublic Group of Companies (IPG) director disposed of 20,940 shares of IPG common stock on 11/26/2025 in connection with a merger.

What happened to IPG in the merger described in the Form 4?

EXT Subsidiary Inc. merged with and into IPG, and IPG survived as a wholly owned subsidiary of Omnicom Group Inc..

What do IPG shareholders 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.

How were IPG restricted stock awards treated in the merger with Omnicom?

Each IPG restricted stock award was converted into an Omnicom restricted stock award covering shares calculated by multiplying the IPG shares by 0.344, with original terms and conditions preserved.

Does the reporting person still directly own IPG common stock after the transaction?

After the reported transaction, the Form 4 shows the reporting person with 0 shares of IPG common stock beneficially owned directly.

Is the transaction reported on this IPG Form 4 linked to a Rule 10b5-1 trading plan?

The form includes a checkbox for Rule 10b5-1 plans, but the excerpt does not indicate that this particular merger-related disposition was made under such a plan.

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^*

Benitez Jorge L.

(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)		20,940	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, at the Effective Time, each outstanding restrictive stock award ("RSA") was converted into an Omnicom restricted stock award (an "Omnicom RSA") covering a number of shares of Omnicom Common Stock equal to the product of (A) the number of shares of Issuer Common Stock subject to such RSA immediately prior to the Effective Time multiplied by (B) 0.344. Each Omnicom RSA will continue to be subject to the same terms and conditions applicable to such RSA immediately prior to the Effective Time.

	/s/ Robert Dobson POA for Jorge Benitez	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.