IPG Form 4 details stock-for-stock merger terms with Omnicom

Rhea-AI Filing Summary

Interpublic Group of Companies, Inc. (IPG) director David Thomas reported the disposition of 147,817 shares of IPG common stock in connection with a merger with Omnicom Group Inc. The transaction occurred on 11/26/2025, leaving the director with zero shares of IPG common stock beneficially owned after the deal.

Under the merger agreement, each share of IPG common stock was converted into the right to receive 0.344 shares of Omnicom common stock, plus cash instead of any fractional shares. In addition, all outstanding restricted stock awards held by the director became fully vested immediately before the merger’s effective time and were cancelled in exchange for the same stock-and-cash merger consideration.

Insights

Equity compensation and governance analyst

Director’s IPG equity converted into Omnicom stock at a fixed ratio.

The filing shows that an IPG director’s 147,817 shares of common stock were disposed of on 11/26/2025 as part of a merger in which IPG became a wholly owned subsidiary of Omnicom Group Inc. Each IPG share was converted into the right to receive Omnicom common stock plus cash in lieu of any fractional share.

The merger consideration is defined as 0.344 shares of Omnicom common stock per IPG share, along with cash for fractions, which specifies the economic exchange but does not detail total value in this excerpt. The director’s restricted stock awards became fully vested immediately before the effective time and were cancelled for the same consideration, clarifying how equity-based compensation was treated.

This event primarily formalizes how director-level equity rolled into the acquiring company and aligns with the broader merger terms already set out in the merger agreement. The information is mechanically important for understanding insider holdings and compensation treatment but does not, by itself, change the broader investment thesis.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider THOMAS DAVID M

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	147,817	$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.

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^*

THOMAS DAVID M

(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)		147,817	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 David Thomas	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 did IPG director David Thomas report in this Form 4?

The Form 4 reports that 147,817 shares of Interpublic Group of Companies, Inc. common stock beneficially owned by director David Thomas were disposed of on 11/26/2025 in connection with a merger involving Omnicom Group Inc.

What is the merger exchange ratio between IPG and Omnicom shares?

Under the merger agreement, 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 part of the merger consideration.

How were IPG restricted stock awards held by the director treated in the merger?

Each outstanding restricted stock award (RSA) granted to the director, whether vested or unvested, became fully vested immediately before the merger’s effective time and was then cancelled and converted into the right to receive the same stock-and-cash merger consideration as the common shares.

How many IPG shares does the reporting person hold after the merger transaction?

Following the reported merger-related transaction, the Form 4 shows that the reporting person beneficially owns 0 shares of Interpublic Group of Companies, Inc. common stock.

What is the relationship of the reporting person to Interpublic Group of Companies, Inc.?

The reporting person is identified as a Director of Interpublic Group of Companies, Inc., and the Form 4 is filed as a Form filed by one reporting person.

Does this Form 4 report any derivative securities for the IPG director?

The section for derivative securities shows column headings but no listed derivative transactions or holdings, indicating that no derivative securities were reported in this filing excerpt.