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Interpublic (IPG) shares exchanged for Omnicom stock in merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Interpublic Group of Companies, Inc. (IPG) director Jocelyn Carter-Miller reported the disposition of 54,376 shares of IPG common stock on 11/26/2025. The transaction occurred in connection with a merger in which EXT Subsidiary Inc. was merged into IPG, with IPG surviving as a wholly owned subsidiary of Omnicom Group Inc.

Under the merger agreement dated December 8, 2024, 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. All outstanding 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.

Positive

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Negative

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Insights

IPG is being acquired by Omnicom in a stock-for-stock merger with equity awards accelerated for at least one director.

The disclosure shows that Interpublic Group of Companies, Inc. became a wholly owned subsidiary of Omnicom Group Inc. through a merger. Each share of IPG common stock was converted into 0.344 shares of Omnicom common stock plus cash in lieu of fractional shares, so IPG shareholders are now effectively owners of Omnicom instead of a standalone IPG entity.

For the reporting director, 54,376 IPG shares were reported as disposed, reflecting the conversion into Omnicom stock. In addition, all of the director’s outstanding restricted stock awards became fully vested immediately before the merger’s effective time and were exchanged for the same merger consideration, turning previously unvested equity into liquid Omnicom exposure. The overall impact for investors depends on Omnicom’s valuation and future performance rather than IPG as a standalone company.

Insider Carter Miller Jocelyn
Role Director
Type Security Shares Price Value
Disposition Common Stock 54,376 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct)
Footnotes (1)
  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"). 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"). 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 →
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*
Carter Miller Jocelyn
(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) 54,376 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 Jocelyn Carter-Miller 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction involving IPG (symbol IPG) is described here?

The content describes a merger in which Interpublic Group of Companies, Inc. (IPG) became a wholly owned subsidiary of Omnicom Group Inc. through the merger of EXT Subsidiary Inc. into IPG.

What happened to IPG shares 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 any fractional Omnicom shares.

How many IPG shares did the reporting person dispose of in this filing?

The reporting director, Jocelyn Carter-Miller, reported the disposition of 54,376 shares of IPG common stock in connection with the merger.

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

Each outstanding restricted stock award (RSA) held by the reporting person became fully vested immediately before the merger’s effective time and was cancelled and converted into the same stock and cash merger consideration as IPG common shares.

Did the reporting person still hold IPG common stock after the reported transaction?

After the reported merger-related disposition of 54,376 shares, the form shows the reporting person with 0 shares of IPG common stock beneficially owned.

What is the effective consideration structure for IPG shareholders in this merger?

IPG shareholders received a stock-for-stock consideration of 0.344 Omnicom common shares per IPG share, plus cash in lieu of fractional Omnicom shares, as defined in the merger agreement dated December 8, 2024.