Interpublic (IPG) insider reports share disposition in Omnicom deal

Rhea-AI Filing Summary

Interpublic Group of Companies (IPG) reported an insider disposition of 56,623 common shares by its SVP, Controller & CAO, Chris Carroll, on 11/26/2025, leaving him with zero directly owned shares. The transaction was coded as a disposition related to a corporate merger.

According to the merger terms, EXT Subsidiary Inc. merged with and into IPG, with IPG surviving as a wholly owned subsidiary of Omnicom Group Inc. At the effective time, 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. Outstanding restricted stock units tied to IPG were converted into cash awards equal to the fair market value of the underlying IPG shares, while keeping the same vesting and settlement conditions.

Insights

Equity compensation and M&A structure analyst

Form 4 shows IPG equity converted into Omnicom stock and cash under merger terms.

The filing reports that IPG’s SVP, Controller & CAO disposed of 56,623 shares of IPG common stock on 11/26/2025, ending with zero directly held shares. The explanation ties this to a merger where EXT Subsidiary Inc. combined with IPG, and IPG became a wholly owned subsidiary of Omnicom Group Inc.

At the merger’s effective time, each IPG common share was converted into the right to receive 0.344 shares of Omnicom common stock, plus cash in lieu of fractional shares. This means former IPG equity holders now have exposure through Omnicom shares instead of IPG stock. Existing IPG restricted stock units did not disappear; they were converted into cash awards equal to the fair market value of the underlying IPG shares, preserving the same vesting and settlement conditions described.

For governance and overhang, this indicates that the reporting officer’s direct IPG holdings have been fully exchanged under the merger mechanics, and IPG equity-based incentives have shifted to cash-based awards linked to pre‑merger IPG value. Future company disclosures from Omnicom and the surviving IPG entity would provide more detail on post‑merger capital structure and compensation design.

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
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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^*

CARROLL CHRISTOPHER F

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Controller & CAO

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)		56,623	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.

3. Pursuant to the Merger Agreement, each restricted stock unit that was outstanding prior to the Effective Time was converted into a cash award equal to the fair market value of the underlying Issuer Common Stock, subject to the same vesting and settlement conditions.

	/s/ Robert Dobson POA for Chris Carroll	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.
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FAQ

What transaction did IPG report in this Form 4 filing?

The filing reports that IPG’s SVP, Controller & CAO, Chris Carroll, disposed of 56,623 shares of IPG common stock on 11/26/2025, leaving him with zero directly owned shares following the merger-related transaction.

What merger affects IPG in this Form 4 disclosure?

The disclosure states that EXT Subsidiary Inc. merged with and into Interpublic Group of Companies, Inc. (IPG), with IPG surviving as a wholly owned subsidiary of Omnicom Group Inc. under an Agreement and Plan of Merger dated December 8, 2024.

What do IPG shareholders receive in the Omnicom merger?

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, as described in the merger agreement.

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

Each outstanding IPG restricted stock unit was converted into a cash award equal to the fair market value of the underlying IPG common stock, and these cash awards remain subject to the same vesting and settlement conditions as before.

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

The reporting person is identified as an officer of IPG, serving as SVP, Controller & Chief Accounting Officer (CAO), and the Form 4 is filed by one reporting person.

Does this IPG Form 4 mention Rule 10b5-1 trading plans?

Yes. The form includes a checkbox to indicate if a transaction was made under a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as referenced in Instruction 10.