Interpublic (IPG) director equity converted to Omnicom stock in merger

Rhea-AI Filing Summary

Interpublic Group of Companies (IPG) director reported changes in holdings tied to the closing of IPG’s merger with Omnicom Group Inc. A total of 49,517 shares of IPG common stock were disposed of on 11/26/2025 in connection with the merger, with IPG becoming a wholly owned subsidiary of Omnicom.

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 fractional shares. In addition, all restricted stock awards held by the reporting person became fully vested immediately before the effective time of the merger and were cancelled in exchange for the same merger consideration.

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Equity compensation and M&A specialist

Director’s IPG equity converted into Omnicom stock under fixed 0.344 ratio.

This Form 4 shows a mechanical change in one director’s holdings due to the completion of the merger in which Interpublic Group of Companies became a wholly owned subsidiary of Omnicom Group Inc. The filing records the disposition of 49,517 IPG common shares as part of that transaction.

The merger agreement set a stock-for-stock exchange where each IPG share was converted into the right to receive 0.344 shares of Omnicom common stock, plus cash for any fractional share amounts. This is standard for an all- or mostly-stock merger structure and fixes the relative ownership based on the agreed exchange ratio.

The filing also notes that all restricted stock awards held by the director became fully vested immediately prior to the effective time and were then cancelled in exchange for the same merger consideration. This treatment is typical in change-of-control deals, aligning equity-based compensation with the transaction close rather than indicating any new grant or separate performance outcome.

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^*

HUDSON DAWN E

(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)		49,517	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 Dawn Hudson	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.

FAQ

What transaction is reported in this IPG Form 4 filing?

The filing reports a director’s equity holdings in Interpublic Group of Companies (IPG) being disposed of in connection with IPG’s merger into a wholly owned subsidiary of Omnicom Group Inc..

How many IPG shares were disposed of in the reported transaction?

The reporting person disposed of 49,517 shares of IPG common stock in the merger-related transaction dated 11/26/2025.

What did IPG shareholders receive for each share 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 shares.

How were the director’s restricted stock awards in IPG treated?

All outstanding restricted stock awards held by the reporting person became fully vested immediately before the merger’s effective time and were cancelled in exchange for the same stock-and-cash merger consideration as IPG common shares.

Does this IPG Form 4 indicate a voluntary open-market sale by the director?

No. The disposition of 49,517 IPG shares was reported as occurring pursuant to the merger with Omnicom, reflecting automatic conversion under the merger agreement rather than a discretionary market sale.

What is the reporting person’s relationship to Interpublic Group of Companies (IPG)?

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