IPG Form 4 details 0.344 Omnicom share exchange for each IPG share

Rhea-AI Filing Summary

Interpublic Group of Companies, Inc. (IPG) director reported the disposition of 64,559 shares of IPG common stock on 11/26/2025 in connection with a completed merger. EXT Subsidiary Inc. merged with IPG, with IPG surviving as a wholly owned subsidiary of Omnicom Group Inc. under a merger agreement dated December 8, 2024. 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. All restricted stock awards held by the reporting person became fully vested immediately before the effective time and were cancelled for the same merger consideration.

Insights

M&A and Equity Structure Analyst

IPG is now a wholly owned Omnicom subsidiary, with IPG shares converted into Omnicom stock.

The disclosure shows a director of Interpublic Group (IPG) reporting the disposition of 64,559 IPG common shares due to the closing of a merger with Omnicom Group Inc.. IPG survives as a wholly owned subsidiary of Omnicom, indicating IPG shareholders now hold their economic interest through Omnicom shares rather than standalone IPG stock.

Each IPG share was converted into the right to receive 0.344 Omnicom common shares plus cash for fractional shares, directly linking former IPG holders to Omnicom’s equity. The filing also notes that all restricted stock awards held by the director became fully vested immediately before the effective time and were cancelled for the same consideration, eliminating those IPG equity awards and replacing them with Omnicom-based value.

This reflects the mechanical completion of the deal for this insider’s holdings and confirms the exchange ratio of 0.344 Omnicom shares per IPG share as set in the December 8, 2024 merger agreement. The overall impact for investors is that IPG equity has effectively been transformed into Omnicom equity at the stated ratio.

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^*

Moore Patrick Q

(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)		64,559	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 Patrick Moore	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).
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FAQ

What transaction is reported in this IPG Form 4 filing?

The filing reports that an Interpublic Group (IPG) director disposed of 64,559 shares of IPG common stock on 11/26/2025 as a result of a completed merger with Omnicom Group Inc.

How were Interpublic Group (IPG) shares converted in the Omnicom merger?

Each share of IPG common stock was converted into the right to receive 0.344 shares of Omnicom Group Inc. common stock, plus cash in lieu of fractional shares.

What happened to the director’s restricted stock awards in the IPG-Omnicom deal?

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 stock-and-cash merger consideration.

What corporate structure change does this filing describe for IPG?

It describes that EXT Subsidiary Inc. merged with IPG, with IPG surviving as a wholly owned subsidiary of Omnicom Group Inc. under a merger agreement dated December 8, 2024.

Does this IPG Form 4 involve open-market buying or selling by the director?

No. The disposition of 64,559 IPG shares was reported as occurring pursuant to the merger agreement, not as a discretionary open-market transaction.

What is the significance of the 0.344 exchange ratio for IPG shareholders?

The 0.344 exchange ratio sets how much Omnicom common stock each IPG share was converted into, defining the equity value IPG shareholders now hold through Omnicom after the merger.