IPG CEO Philippe Krakowsky reports equity conversion in Omnicom deal

Rhea-AI Filing Summary

Interpublic Group of Companies, Inc. (IPG) CEO Philippe Krakowsky reported changes in his IPG holdings tied to the closing of IPG’s merger with Omnicom Group Inc. The filing shows common stock and stock options in IPG being disposed of and converted under the merger terms.

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 any fractional share. Performance share units vested at target and will be settled in cash based on the fair market value of IPG stock. Outstanding restricted stock units were converted into cash awards equal to the fair market value of the underlying IPG shares and became fully vested at closing.

Outstanding options to purchase IPG stock were assumed by Omnicom and converted into vested options to purchase Omnicom common stock, adjusted by the 0.344 exchange ratio and a recalculated exercise price, while keeping the other option terms and conditions the same.

Insights

Equity compensation and M&A specialist

Form 4 documents CEO equity rollover and cash treatment in IPG–Omnicom merger.

The filing describes how Philippe Krakowsky’s IPG equity awards are handled at the closing of the merger with Omnicom Group Inc.. IPG common shares are converted into Omnicom common shares at an exchange ratio of 0.344, with cash paid instead of fractional shares. This aligns executive equity with the combined company’s stock.

Performance share units vest at target and settle in cash based on the fair market value of IPG stock, while restricted stock units are similarly converted into fully vested cash awards. Stock options are assumed by Omnicom and converted into options for Omnicom stock, with the number of underlying shares and exercise price adjusted using the 0.344 exchange ratio.

For investors, this Form 4 mainly confirms that the CEO’s equity is being treated consistently with the merger agreement mechanics already disclosed elsewhere, rather than introducing new economic terms or incremental dilution beyond the agreed IPG-for-Omnicom share exchange.

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

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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^*

KRAKOWSKY PHILIPPE

(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)
	CHIEF EXECUTIVE OFFICER

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		A		601,008	A	(2)	1,253,756	D
Common Stock	11/26/2025		D(1)		1,253,756	D	(2)(3)(4)	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
Stock Options	$23.33	11/26/2025		D(1)			250,000	(5)	(5)	Common Stock	250,000	(5)	0	D

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. Represents performance-based share awards previously granted to the Reporting Person subject to performance-based vesting conditions (the "PSUs"). Pursuant to the Merger Agreement and an agreement between Omnicom and the Reporting Person, each outstanding PSU vested based on the target level performance and will be settled in cash (based on the fair market value of the underlying Issuer Common Stock (as defined below) in accordance with the terms of the Merger Agreement) in connection with the closing of the Merger.

3. 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 share.

4. Pursuant to the Merger Agreement, each restricted stock unit ("RSU") 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 in accordance with the terms of the Merger Agreement. Pursuant to an agreement between Omnicom and the Reporting Person, each RSU became fully vested as of the closing of the Merger and will be generally subject to the same settlement conditions.

5. Pursuant to the Merger Agreement, each option to purchase Issuer Common Stock that was outstanding prior to the Effective Time was assumed by Omnicom and converted into a vested option to purchase Omnicom Common Stock, subject to the same terms and conditions, with the number of shares of Omnicom Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Issuer Common Stock multiplied by (B) the Exchange Ratio, at an exercise price per share of Omnicom Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Issuer Common Stock by (y) the Exchange Ratio.

	/s/ Robert Dobson POA for Philippe Krakowsky	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 does the IPG Form 4 filing for CEO Philippe Krakowsky report?

The Form 4 reports the acquisition and disposition of Interpublic Group (IPG) equity by CEO Philippe Krakowsky in connection with IPG’s merger with Omnicom Group Inc., including changes to common stock, performance share units, restricted stock units, and stock options.

What share exchange ratio applies to IPG stock 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 any fractional share, as described in the merger agreement.

How were IPG performance share units (PSUs) for the CEO treated in the merger?

The filing states that each outstanding performance-based share award (PSU) vested at the target performance level and will be settled in cash based on the fair market value of the underlying IPG common stock in connection with the merger closing.

What happened to IPG restricted stock units (RSUs) in the CEO’s Form 4?

Each outstanding RSU was converted into a cash award equal to the fair market value of the underlying IPG common stock. Under an agreement with Omnicom, these RSUs became fully vested as of the merger closing and generally keep the same settlement conditions.

How were IPG stock options converted in connection with the Omnicom merger?

Each option to purchase IPG common stock was assumed by Omnicom and converted into a vested option to purchase Omnicom common stock. The number of Omnicom shares equals the IPG shares multiplied by the 0.344 exchange ratio, and the exercise price is adjusted by dividing the prior IPG exercise price by the exchange ratio.

Does this IPG Form 4 change the CEO’s overall compensation structure?

The Form 4 shows that the CEO’s IPG equity awards are converted into Omnicom equity and cash-based awards according to the merger agreement, preserving similar economic exposure and vesting terms rather than introducing a new compensation structure.