UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-6686

THE INTERPUBLIC GROUP OF COMPANIES, INC.

(Exact name of registrant as specified in its charter)


Delaware						13-1024020
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

909 Third Avenue, New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212)704-1200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	IPG	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

The number of shares of the registrant’s common stock outstanding as of ~~July~~October 1831, 2025 was ~~366~~363,~~266~~328,~~390~~974.

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	3
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024	4
	Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	5
	Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	5
	Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2025 and 2024	6
	Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2025 and 2024	6
	Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024	7
	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024	7
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2829
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4850
Item 4.	Controls and Procedures	4850
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4951
Item 1A.	Risk Factors	4951
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4951
Item 3.	Defaults Upon Senior Securities	4951
Item 4.	Mine Safety Disclosures	4951
Item 5.	Other Information	4951
Item 6.	Exhibits	5051
INDEX TO EXHIBITS		5153
SIGNATURES		5254

INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE

This quarterly report on Form 10-Q contains forward-looking statements. Statements in this report that are not historical facts, including statements regarding goals, intentions, and expectations as to future plans, trends, events, or future results of operations or financial position, constitute forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” “forecast,” “plan,” “intend,” “could,” “would,” “should,” “will likely result” or comparable terminology are intended to identify forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results and outcomes to differ materially from those reflected in the forward-looking statements.

On December 8, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnicom Group Inc. (“Omnicom”), pursuant to which a merger subsidiary of Omnicom will merge with and into IPG, with IPG surviving the merger as a direct wholly owned subsidiary of Omnicom. The forward-looking statements in this report, other than the statements regarding the proposed merger transaction with Omnicom, do not assume the consummation of the proposed transactions unless specifically stated otherwise.

Actual results and outcomes could differ materially for a variety of reasons, including, among others:

•risks relating to the pending merger transaction with Omnicom, including: the occurrence of any event, change, or other circumstances that could delay or prevent closing of the proposed transactions with Omnicom, or give rise to the termination of the Merger Agreement; unanticipated costs or restrictions resulting from regulatory review of the merger transactions; restrictions on our business activities imposed by the Merger Agreement; costs incurred in connection with the merger and subsequent integration with Omnicom; litigation risks relating to the merger; any failure to integrate successfully the business and operations of Omnicom and IPG in the expected time frame, to realize all of the anticipated benefits of the combination or to effectively manage the combined companies’ expanded operations; and any merger-related loss of clients, service providers, vendors, or other business counterparties;

•the effects of a challenging economy on the demand for our advertising and marketing services, on our clients’ financial condition and on our business or financial condition;

•our ability to attract new clients and retain existing clients, including as a result of the announced merger transaction with Omnicom;

•our ability to retain and attract key employees, including as a result of the announced merger transaction with Omnicom;

•unanticipated changes in the competitive environment in the marketing and communications services industry, including risks and challenges from new or developing technologies such as artificial intelligence (AI);

•risks associated with the effects of global, national and regional economic and political conditions, including counterparty risks and fluctuations in interest rates, inflation rates and currency exchange rates;

•the economic or business impact of military or political conflict in key markets, or any significant market disruptions as a result of factors like public health crises;

•developments from changes in the regulatory and legal environment for advertising and marketing services companies around the world, including laws and regulations related to data protection and consumer privacy;

•the impact on our business as a result of general or directed cybersecurity events; and

•risks associated with assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a challenging economy, and potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments.

Investors should carefully consider the foregoing factors and the other risks and uncertainties that may affect our business, including those outlined under Item 1A, Risk Factors, in our annual report on Form 10-K and our quarterly reports on Form 10-Q. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any of them in light of new information, future events, or otherwise.

Table of Contents

PART I – FINANCIAL INFORMATION


Item 1.			Financial Statements (Unaudited)

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
REVENUE:
Revenue before billable expenses	$	2,~~172~~135.76	$	2,~~327~~242.17	$	46,~~169~~304.06	$	46,~~510~~752.07
Billable expenses	~~364~~358.14		~~382~~386.91		~~690~~1,048.48		~~695~~1,082.90
Total revenue	2,~~536~~494.80		2,~~710~~628.08		47,~~859~~353.4		57,~~205~~834.97
OPERATING EXPENSES:
Salaries and related expenses	1,~~378~~370.23		1,~~557~~464.60		24,~~792~~162.69		34,~~130~~594.4
Office and other direct expenses	~~325~~304.25		~~358~~327.41		~~644~~948.49		~~680~~1,007.56
Billable expenses	~~364~~358.14		~~382~~386.91		~~690~~1,048.48		~~695~~1,082.90
Cost of services	2,~~067~~033.52		2,~~298~~177.92		46,~~127~~160.46		46,~~506~~684.80
Selling, general and administrative expenses	4650.43		2720.68		86137.81		6586.64
Depreciation and amortization	6162.20		65.03		~~122~~184.2		~~130~~195.25
Restructuring charges	118.0		0.3		321.3		0.9
Impairment of goodwill	0.0		232.1		—		232.1
Total operating expenses	2,293.1		2,391.8		4,657.7		4,703.5
Restructuring charges	129.5		0.5		450.8		1.4
OPERATING INCOME	243.7		318.2		201.7		502.4
Total operating expenses	2,275.0		2,495.9		6,932.7		7,199.4
OPERATING INCOME	219.0		132.9		420.7		635.3
EXPENSES AND OTHER INCOME:
Interest expense	(5048.59)		(5754.9)		(~~100~~149.65)		(~~120~~175.76)
Interest income	2624.23		3634.62		6085.81		85119.35
Other expense, net	(15.47)		(1.2.7)		(3844.30)		(1013.74)
Total (expenses) and other income	(2530.73)		(2223.54)		(78108.14)		(4669.15)
INCOME BEFORE INCOME TAXES	~~218~~188.07		~~295~~109.75		~~123~~312.63		~~456~~565.38
Provision for income taxes	5458.67		7585.63		45104.41		~~122~~208.92
INCOME OF CONSOLIDATED COMPANIES	~~163~~130.40		~~220~~24.12		78208.2		~~333~~357.46
Equity in net income (loss) of unconsolidated affiliates	0.2		(0.5)		0.1		(0.2)
Equity in net loss of unconsolidated affiliates	(2.9)		0.0		(2.8)		(0.2)
NET INCOME	~~163~~127.61		~~219~~24.62		78205.34		~~333~~357.24
Net income attributable to non-controlling interests	(12.19)		(54.1)		(14.21)		(812.34)
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS	$	~~162~~124.52	$	~~214~~20.51	$	77201.13	$	~~324~~345.90
Earnings per share available to IPG common stockholders:
Basic	$	0.4434	$	0.5705	$	0.2155	$	0.8692
Diluted	$	0.4434	$	0.5705	$	0.2154	$	0.8691
Weighted-average number of common shares outstanding:
Basic	~~367~~365.90		~~376~~373.39		~~370~~368.24		~~377~~376.42
Diluted	~~370~~368.10		~~378~~376.78		~~372~~370.59		~~379~~378.7

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Millions)

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
NET INCOME	$	~~163~~127.61	$	~~219~~24.62	$	78205.34	$	~~333~~357.24
OTHER COMPREHENSIVE INCOME (LOSS)
OTHER COMPREHENSIVE INCOME
Foreign currency translation:
Foreign currency translation adjustments	~~137~~(12.42)		~~(29~~76.0)5		~~202~~190.20		(814.38)
Reclassification adjustments recognized in net income	—		—1.2		20.3		—1.2
	137.4		(29.0)		222.5		(81.3)
	(12.2)		77.7		210.3		(3.6)
Derivative instruments:
Recognition of previously unrealized net gain in net income	(1.0.9)		(01.90)		(2.09)		(12.8)
Income tax effect	0.2		0.23		0.57		0.47
	(0.8)		(0.7)		(1.5)		(1.4)
	(0.7)		(0.7)		(2.2)		(2.1)
Defined benefit pension and other postretirement plans:
Net actuarial (loss) gain for the period	(0.2)		(0.5)		(0.4)		0.3
Net actuarial gain for the period	0.5		0.0		0.1		0.3
Amortization of unrecognized losses, transition obligation and prior service cost included in net income	2.3		1.89		46.58		35.76
Settlement losses included in net income	—		(0.1)		—		(0.1)
Settlement gains (losses) included in net income	8.5		(0.1)		8.5		(0.2)
Other	0.10		0.21		(0.1)		0.34
Income tax effect	(02.59)		(0.35)		(13.09)		(01.83)
	1.7		1.1		3.0		3.4
	8.4		1.4		11.4		4.8
Other comprehensive income (loss), net of tax	138.3		(28.6)		224.0		(79.3)
Other comprehensive (loss) income, net of tax	(4.5)		78.4		219.5		(0.9)
TOTAL COMPREHENSIVE INCOME	~~301~~122.96		~~191~~102.06		~~302~~424.39		~~253~~356.95
Less: comprehensive income attributable to non-controlling interests	12.8		4.86		24.19		611.84
COMPREHENSIVE INCOME ATTRIBUTABLE TO IPG	$	~~300~~119.18	$	~~186~~98.20	$	~~300~~420.20	$	~~247~~345.1

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in Millions)

(Unaudited)

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
ASSETS:
Cash and cash equivalents	$	1,~~564~~531.42	$	2,187.1
Accounts receivable, net of allowance of $37.4 and $37.0, respectively	4,850.7		5,649.7
Accounts receivable, net of allowance of $39.7 and $37.0, respectively	4,946.4		5,649.7
Accounts receivable, billable to clients	2,~~103~~073.06		2,088.4
Prepaid expenses	~~702~~587.60		552.4
Assets held for sale	1196.80		51.4
Other current assets	7877.61		77.0
Total current assets	9,~~301~~411.13		10,606.0
Property and equipment, net of accumulated depreciation and amortization of $1,312.7 and $1,258.1, respectively	529.2		566.8
Property and equipment, net of accumulated depreciation and amortization of $1,309.8 and $1,258.1, respectively	502.7		566.8
Deferred income taxes	299.72		249.2
Goodwill	4,~~798~~750.14		4,689.4
Other intangible assets	~~646~~615.20		659.9
Operating lease right-of-use assets	~~891~~831.81		1,037.8
Other non-current assets	~~561~~555.06		516.7
TOTAL ASSETS	$	1716,~~027~~965.13	$	18,325.8
LIABILITIES:
Accounts payable	$	7,~~185~~108.95	$	8,286.1
Accrued liabilities	~~580~~615.05		661.6
Contract liabilities	~~654~~595.97		509.0
Short-term borrowings	3756.68		40.5
Current portion of long-term debt	0.1		0.1
Current portion of operating leases	~~247~~246.90		237.2
Liabilities held for sale	—121.3		23.5
Total current liabilities	8,~~706~~743.49		9,758.0
Long-term debt	2,~~922~~923.10		2,920.5
Non-current operating leases	~~977~~919.0		1,056.3
Deferred compensation	~~187~~186.1		202.3
Other non-current liabilities	~~449~~481.53		478.6
TOTAL LIABILITIES	13,~~242~~253.13		14,415.7
Redeemable non-controlling interests (see Note 6)	2017.0		45.6
STOCKHOLDERS’ EQUITY:
Common stock	37.4		37.2
Additional paid-in capital	~~460~~478.01		432.6
Retained earnings	4,294.37		4,440.2
Accumulated other comprehensive loss, net of tax	(~~889~~893.59)		(1,112.6)
	3,902.2		3,797.4
	3,916.3		3,797.4
Less: Treasury stock	~~189~~259.85		—
Total IPG stockholders’ equity	3,~~712~~656.48		3,797.4
Non-controlling interests	5238.62		67.1
TOTAL STOCKHOLDERS’ EQUITY	3,~~765~~695.0		3,864.5
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1716,~~027~~965.13	$	18,325.8

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Millions)

(Unaudited)

	Six months ended June 30,
	Nine months ended September 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	78205.34	$	~~333~~357.24
Adjustments to reconcile net income to net cash used in operating activities:
Deferred income tax	(111.3)		(43.9)
Depreciation and amortization	184.2		195.5
Net amortization of bond discounts and deferred financing costs	0.2		0.8
Restructuring charges	179.8		1.4
Provision for uncollectible receivables	2.8		4.8
Amortization of restricted stock and other non-cash compensation	45.5		52.4
Amortization of restricted stock and other non-cash compensation	31.8		34.5
Net losses on sales of businesses	30.0		6.4
Net losses on sales of businesses	34.5		4.7
Provision for uncollectible receivables	6.9		8.4
Depreciation and amortization	122.2		130.2
Net amortization of bond discounts and deferred financing costs	0.3		0.9
Restructuring charges	145.9		0.9
Impairment of goodwill	—		232.1
Other	8.3		17.7
Deferred income tax	(101.3)		(24.9)
Other	33.5		33.5
Changes in assets and liabilities, net of acquisitions and divestitures, providing (using) cash:
Accounts receivable	~~1,002~~852.96		~~1,149~~958.49
Accounts receivable, billable to clients	7813.61		17(19.95)
Prepaid expenses	(~~176~~70.10)		(~~110~~58.87)
Other current assets	4(3.97)		5422.05
Accounts payable	(1,~~350~~329.10)		(1,~~309~~223.57)
Accrued liabilities	(689.4)		(~~203~~183.46)
Contract liabilities	~~119~~93.86		(66115.30)
Other non-current assets and liabilities	(5784.34)		(5056.9)
Net cash used in operating activities	(133.0)		(36.7)
Net cash provided by operating activities	47.1		187.1
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired	(48.4)		—
Capital expenditures	(4773.38)		(69107.92)
Net proceeds from investments	—		2.3
Net proceeds from sale of businesses, net of cash sold	8.1		(2731.24)
Other investing activities	8.13		4.45
Net cash used in investing activities	(79105.58)		(90131.48)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock dividends	(~~246~~366.46)		(~~250~~373.57)
Repurchases of common stock	(~~188~~257.34)		(~~130~~230.1)
Distributions to non-controlling interests	(1828.40)		(813.67)
Tax payments for employee shares withheld	(16.01)		(13.89)
Acquisition-related payments	(1521.75)		(28.17)
Repayment of long-term debt	(0.1)		(250.1)
Net increase (decrease) in short-term borrowings	1315.64		(215.67)
Other financing activities	0.12		(1.57)
Net cash used in financing activities	(~~471~~674.21)		(~~678~~897.36)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	6377.41		(3211.71)
Net decrease in cash, cash equivalents and restricted cash	(~~620~~655.37)		(~~838~~853.14)
Cash, cash equivalents and restricted cash at beginning of period	2,196.4		2,395.1
Cash, cash equivalents and restricted cash at end of period	$	1,~~576~~540.17	$	1,~~557~~541.07

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in Millions)

(Unaudited)

	Common Stock			AdditionalPaid-InCapital		RetainedEarnings		Accumulated OtherComprehensiveLoss, Net of Tax		TreasuryStock		Total IPGStockholders’Equity		Non-controllingInterests		TotalStockholders’Equity
	Shares	Amount
Balance at March 31, 2025	373.6	$	37.3	$	433.8	$	4,230.7	$	(1,027.1)	$	(90.6)	$	3,584.1	$	60.8	$	3,644.9
Net Income						162.5						162.5		1.1		163.6
Other comprehensive income								137.6				137.6		0.7		138.3
Reclassifications related to redeemable non-controlling interests														1.5		1.5
Distributions to non-controlling interests														(11.0)		(11.0)
Change in redemption value of redeemable non-controlling interests						23.0						23.0				23.0
Repurchase of common stock										(99.2)		(99.2)				(99.2)
Common stock dividends ($0.33 per share)						(121.9)						(121.9)				(121.9)
Stock-based compensation	0.2	0.0		26.5								26.5				26.5
Shares withheld for taxes	—	0.1		(0.1)								0.0				0.0
Other				(0.2)								(0.2)		(0.5)		(0.7)
Balance at June 30, 2025	373.8	$	37.4	$	460.0	$	4,294.3	$	(889.5)	$	(189.8)	$	3,712.4	$	52.6	$	3,765.0
Net Income						124.2						124.2		2.9		127.1
Other comprehensive loss								(4.4)				(4.4)		(0.1)		(4.5)
Reclassifications related to redeemable non-controlling interests														(0.2)		(0.2)
Distributions to non-controlling interests														(9.6)		(9.6)
Change in redemption value of redeemable non-controlling interests						(2.8)						(2.8)				(2.8)
Repurchase of common stock										(69.7)		(69.7)				(69.7)
Common stock dividends ($0.33 per share)						(121.0)						(121.0)				(121.0)
Stock-based compensation	0.2	0.0		18.3								18.3				18.3
Shares withheld for taxes	0.0	—		(0.2)								(0.2)				(0.2)
Other				—								—		(7.4)		(7.4)
Balance at September 30, 2025	374.0	$	37.4	$	478.1	$	4,294.7	$	(893.9)	$	(259.5)	$	3,656.8	$	38.2	$	3,695.0

	Common Stock			AdditionalPaid-InCapital		RetainedEarnings		Accumulated OtherComprehensiveLoss, Net of Tax		TreasuryStock		Total IPGStockholders’Equity		Non-controllingInterests		TotalStockholders’Equity
	Shares	Amount
Balance at December 31, 2024	372.4	$	37.2	$	432.6	$	4,440.2	$	(1,112.6)	$	0.0	$	3,797.4	$	67.1	$	3,864.5
Net Income						77201.13						77201.13		14.21		78205.34
Other comprehensive income								~~223~~218.17				~~223~~218.17		0.98		~~224~~219.05
Reclassifications related to redeemable non-controlling interests														2.1.9		2.1.9
Distributions to non-controlling interests														(1828.40)		(1828.40)
Change in redemption value of redeemable non-controlling interests						2320.02						2320.02				2320.02
Repurchase of common stock										(~~189~~259.85)		(~~189~~259.85)				(~~189~~259.85)
Common stock dividends ($0.66 per share)						(246.0)						(246.0)				(246.0)
Common stock dividends ($0.99 per share)						(367.0)						(367.0)				(367.0)
Stock-based compensation	2.02	0.2		4362.70								4362.92				4362.92
Shares withheld for taxes	(0.6)	~~0.0~~—		(16.02)								(16.02)				(16.02)
Other				(0.3)								(0.3)		(07.37)		(08.60)
Balance at June 30, 2025	373.8	$	37.4	$	460.0	$	4,294.3	$	(889.5)	$	(189.8)	$	3,712.4	$	52.6	$	3,765.0
Balance at September 30, 2025	374.0	$	37.4	$	478.1	$	4,294.7	$	(893.9)	$	(259.5)	$	3,656.8	$	38.2	$	3,695.0

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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in Millions)

(Unaudited)

	Common Stock			AdditionalPaid-InCapital		RetainedEarnings		Accumulated OtherComprehensiveLoss, Net of Tax		TreasuryStock		Total IPGStockholders’Equity		Non-controllingInterests		TotalStockholders’Equity
	Shares	Amount
Balance at March 31, 2024	383.5	$	38.3	$	737.8	$	4,239.1	$	(995.7)	$	(195.4)	$	3,824.1	$	59.0	$	3,883.1
Balance at June 30, 2024	383.7	$	38.3	$	759.8	$	4,325.1	$	(1,024.0)	$	(263.6)	$	3,835.6	$	59.4	$	3,895.0
Net income						~~214~~20.51						~~214~~20.51		54.1		~~219~~24.62
Other comprehensive loss								(28.3)				(28.3)		(0.3)		(28.6)
Other comprehensive income								77.9				77.9		0.5		78.4
Reclassifications related to redeemable non-controlling interests				(20.7)0								(20.7)0		(0.79)		(30.49)
Distributions to non-controlling interests														(45.31)		(45.31)
Change in redemption value of redeemable non-controlling interests						(31.65)						(31.65)				(31.65)
Repurchases of common stock										(68100.29)		(68100.29)				(68100.29)
Common stock dividends ($0.33 per share)						(124.91)						(124.91)				(124.91)
Stock-based compensation	0.2	0.01		2523.02								2523.03				2523.03
Shares withheld for taxes	0.0	0.0		(0.21)								(0.21)				(0.21)
Other				(04.15)								(04.15)		0.69		0(3.56)
Balance at June 30, 2024	383.7	$	38.3	$	759.8	$	4,325.1	$	(1,024.0)	$	(263.6)	$	3,835.6	$	59.4	$	3,895.0
Balance at September 30, 2024	383.9	$	38.4	$	778.4	$	4,219.6	$	(946.1)	$	(364.5)	$	3,725.8	$	58.9	$	3,784.7

	Common Stock			AdditionalPaid-InCapital		RetainedEarnings		Accumulated OtherComprehensiveLoss, Net of Tax		TreasuryStock		Total IPGStockholders’Equity		Non-controllingInterests		TotalStockholders’Equity
	Shares	Amount
Balance at December 31, 2023	383.0	$	38.3	$	728.5	$	4,254.5	$	(946.2)	$	(132.5)	$	3,942.6	$	61.2	$	4,003.8
Net income						~~324~~345.90						~~324~~345.90		812.34		~~333~~357.24
Other comprehensive loss								(77.8)				(77.8)		(1.5)		(79.3)
Other comprehensive income (loss)								0.1				0.1		(1.0)		(0.9)
Reclassifications related to redeemable non-controlling interests				(2.7)								(2.7)		(01.43)		(34.10)
Distributions to non-controlling interests														(813.67)		(813.67)
Change in redemption value of redeemable non-controlling interests						(35.61)						(35.61)				(35.61)
Repurchases of common stock										(~~131~~232.10)		(~~131~~232.10)				(~~131~~232.10)
Common stock dividends ($0.66 per share)						(250.7)						(250.7)				(250.7)
Common stock dividends ($0.99 per share)						(374.8)						(374.8)				(374.8)
Stock-based compensation	1.13	0.01		4771.80								4771.81				4771.81
Shares withheld for taxes	(0.4)	0.0		(13.56)								(13.56)				(13.56)
Other				(04.38)								(04.38)		01.43		0(3.15)
Balance at June 30, 2024	383.7	$	38.3	$	759.8	$	4,325.1	$	(1,024.0)	$	(263.6)	$	3,835.6	$	59.4	$	3,895.0
Balance at September 30, 2024	383.9	$	38.4	$	778.4	$	4,219.6	$	(946.1)	$	(364.5)	$	3,725.8	$	58.9	$	3,784.7

The accompanying notes are an integral part of these unaudited financial statements.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 1: Basis of Presentation

The unaudited Consolidated Financial Statements have been prepared by The Interpublic Group of Companies, Inc. and its subsidiaries (the “Company,” “IPG,” “we,” “us” or “our”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. Accordingly, they do not include certain information and disclosures required for complete financial statements. The effects of heightened macroeconomic uncertainty have impacted and may continue to impact our results of operations, cash flows and financial position. The Company’s Consolidated Financial Statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. The Company believes it has used reasonable estimates and assumptions to assess the fair values of goodwill, long-lived assets and indefinite-lived intangible assets; assessment of the annual effective tax rate; valuation of deferred income taxes and allowance for expected credit losses on future uncollectible accounts receivable.

Actual results may differ from these estimates under different assumptions or conditions and further decline in macroeconomic conditions or increasing interest rates could have a negative impact on these estimates, including the fair value of certain assets. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

We conduct our business across three reportable segments described in Note 12. The three reportable segments are: Media, Data & Engagement Solutions ("MD&E"), Integrated Advertising & Creativity Led Solutions ("IA&C"), and Specialized Communications & Experiential Solutions ("SC&E").

Cost of services is comprised of the expenses of our revenue-producing reportable segments, including salaries and related expenses, office and other direct expenses and billable expenses, as well as an allocation of the centrally managed expenses from "Corporate and Other" group. Office and other direct expenses include rent expense, professional fees, certain expenses incurred by our staff in servicing our clients and other costs directly attributable to client engagements.

Selling, general and administrative expenses are primarily the unallocated expenses from Corporate and Other, excluding depreciation and amortization.

Depreciation and amortization of the fixed assets and intangible assets of the Company is disclosed as a separate operating expense.

Restructuring charges in 2025 consist of actions designed to transform our business, enhance our offerings and drive significant structural expense savings.

In the opinion of management, these unaudited Consolidated Financial Statements include all adjustments, consisting only of normal and recurring adjustments necessary for a fair statement of the information for each period contained therein. Certain reclassifications and immaterial adjustments have been made to prior-period financial statements to conform to the current-period presentation, including the recast of certain prior-period amounts to reflect the transfer of agencies between reportable segments.

Note 2: Planned Acquisition of IPG by Omnicom

On December 8, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnicom Group Inc. (“Omnicom”) and EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom (“Merger Sub”), pursuant to which Merger Sub will merge with and into IPG, with IPG surviving the merger as a direct wholly owned subsidiary of Omnicom.

As a result of the merger, each share of IPG common stock issued and outstanding immediately prior to the effective time of the merger (other than certain excluded shares) will be converted into the right to receive 0.344 shares of Omnicom common stock and, if applicable, cash in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to closing the merger.

Following the close of the transaction, Omnicom shareholders will own 60.6% of the combined company and IPG shareholders will own 39.4%, on a fully diluted basis. As a result of the merger, we will cease to be a publicly traded company.

The Merger Agreement contains customary representations, warranties, and covenants. The stock-for-stock transaction is expected to be tax-free to IPG shareholders ~~and is expected to close in the second half of 2025, subject to required domestic and foreign regulatory approvals and other customary conditions~~.

Table of Contents

On March 18, 2025, the shareholders of Omnicom and Interpublic each approved the acquisition of Interpublic at each company's special meeting of stockholders held that day.

OnWe ~~June~~have ~~23,~~secured ~~2025,~~regulatory weapprovals ~~announced~~for ~~that the U.S. Federal Trade Commission (the "FTC") had concluded its antitrust review of~~ Omnicom's ~~proposed~~pending acquisition of ~~Interpublic~~IPG ~~and~~in ~~reached~~all ~~agreement~~required ~~with~~jurisdictions ~~Omnicom~~other ~~and~~than ~~IPG~~the onEuropean aUnion ~~mutually acceptable consent order~~("EU"). ~~With~~We ~~the~~are ~~agreed~~continuing ~~consent~~to ~~order,~~pursue the ~~FTC~~required ~~granted~~EU ~~early~~regulatory ~~termination~~approval ofand ~~the~~expect ~~waiting~~that ~~period under~~ the ~~Hart-Scott-Rodino~~acquisition ~~Antitrust~~will ~~Improvements~~close ~~Act of 1976, as amended. The consent order is now subject to a 30-day public comment period and then final acceptance~~ by the ~~FTC.~~end ~~The~~of ~~acquisition~~November ~~remains under review in certain non-U~~2025.~~S. jurisdictions.~~

If the Merger Agreement is terminated under certain circumstances, including if Omnicom terminates the agreement as a result of a willful and material breach of our non-solicitation obligations under the Merger Agreement, then we will be obligated to pay a termination fee of $439.0 to Omnicom (the “IPG Termination Fee”). We will also be obligated to pay the IPG Termination Fee if we breach the Merger Agreement in a manner that Omnicom’s closing conditions not being satisfied and the breach cannot be cured by the specified outside date and, in any such case, within 12 months after the termination date a competing proposal to acquire 50% or more of the business, assets or outstanding shares of IPG has been publicly announced and consummated, or a definitive agreement in respect of such competing proposal has been signed.

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, $1022.98 and $1538.75, respectively, of deal costs, ~~comprised of legal, professional and filing fees,~~ were incurred related to the planned acquisition of IPG by Omnicom. Deal costs comprised of legal, ~~which~~professional, filing fees, and retention-related compensation expenses were recorded within selling, general and administrative expenses, with the exception of $4.1 recorded within salaries, benefits, and related expenses for both the three and nine months ended September 30, 2025.

On August 11, 2025, in connection with the planned merger, Omnicom commenced an offer to exchange any and all of our outstanding 4.650% Senior Notes due 2028, 4.750% Senior Notes due 2030, 2.400% Senior Notes due 2031, 5.375% Senior Notes due 2033, 3.375% Senior Notes due 2041, and 5.400% Senior Notes due 2048 (collectively, the “IPG Senior Notes”) for up to $2.95 billion in aggregate principal amount of new Omnicom notes and cash, and solicited consents to amend the indentures governing the IPG Senior Notes (the “Proposed Amendments”). On August 25, 2025, Omnicom and IPG announced that Omnicom has received sufficient consents to consummate the consent solicitations, and that IPG executed a supplemental indenture (the “New IPG Supplemental Indenture”) to the existing IPG indentures related to the IPG Senior Notes in order to effect the Proposed Amendments. The Proposed Amendments will become operative upon the consummation of the exchange offers, which are currently set to expire on November 28, 2025, subject to further extension, and which are subject to the closing of the merger and certain other conditions.

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 3: Revenue

Disaggregation of Revenue

We have three reportable segments as of ~~June~~September 30, 2025: MD&E, IA&C and SC&E, as further discussed in Note 12. MD&E principally generates revenue from providing global media and communications services, digital services and products, advertising and marketing technology, e‐commerce services, data management and analytics, strategic consulting, and digital brand experience. IA&C principally generates revenue from providing advertising, corporate and brand identity services, and strategic consulting. SC&E generates revenue from providing best-in-class global public relations and communications services, events, sports and entertainment marketing, and strategic consulting.

Our agencies are located in over 100 countries, including every significant world market. Our geographic revenue breakdown is listed below.

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Total revenue:

2025

2024

2025

2024

United States

1,~~645~~607.17

1,~~755~~699.85

34,~~219~~826.07

35,~~417~~117.83

International:

United Kingdom

~~213~~223.2

~~237~~236.53

~~395~~618.57

~~448~~684.47

Continental Europe

~~242~~226.30

~~229~~211.57

~~437~~663.5

~~433~~645.41

Asia Pacific

~~173~~169.0

~~202~~190.68

~~320~~489.1

~~375~~566.75

Latin America

9396.57

~~110~~117.29

~~172~~269.63

~~202~~320.87

Other

~~169~~171.74

~~174~~172.46

~~314~~486.71

~~327~~500.84

Total International

~~891~~886.73

~~954~~929.23

12,~~640~~526.47

12,~~788~~717.14

Total Consolidated

2,~~536~~494.80

2,~~710~~628.08

47,~~859~~353.4

57,~~205~~834.97

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Revenue before billable expenses:

2025

2024

2025

2024

United States

1,~~426~~399.3

1,~~525~~467.58

24,~~784~~183.58

34,~~001~~469.86

International:

United Kingdom

~~178~~181.04

193.78

~~337~~518.48

~~371~~565.75

Continental Europe

~~202~~180.50

~~199~~177.25

~~371~~551.8

~~378~~556.72

Asia Pacific

~~140~~144.28

~~167~~156.39

~~259~~404.53

~~310~~467.10

Latin America

8688.80

~~102~~111.29

~~159~~247.3

~~189~~301.32

Other

~~138~~142.91

~~139~~134.28

~~256~~398.56

~~258~~393.42

Total International

~~746~~736.43

~~801~~774.69

12,~~384~~120.58

12,~~508~~283.21

Total Consolidated

2,~~172~~135.76

2,~~327~~242.17

46,~~169~~304.06

46,~~510~~752.07

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

MD&E

Three months ended ~~June~~September 30,

~~Six~~Nine months ended ~~June~~September 30,

Total revenue:

2025

2024

2025

2024

United States

~~613~~619.10

~~680~~662.52

1,~~219~~838.74

1,~~318~~978.29

International

~~344~~335.31

~~389~~379.3

~~638~~973.67

~~725~~1,104.03

Total MD&E

~~957~~954.41

1,~~069~~041.85

12,~~858~~812.31

23,~~043~~083.2

Revenue before billable expenses:

United States

~~611~~613.97

~~677~~656.83

1,~~213~~826.69

1,~~311~~966.31

International

~~335~~325.81

~~380~~368.9

~~621~~947.80

~~708~~1,077.87

Total MD&E

~~947~~938.78

1,~~058~~025.72

12,~~835~~773.49

23,~~020~~043.18

IA&C

Three months ended ~~June~~September 30,

~~Six~~Nine months ended ~~June~~September 30,

Total revenue:

2025

2024

2025

2024

United States

~~578~~574.79

~~627~~574.0

1,~~121~~696.68

1,~~251~~827.61

International

~~370~~365.62

~~378~~368.09

~~691~~1,056.02

~~717.~~1,086.0

Total IA&C

~~949~~940.31

~~1,005~~942.09

12,~~812~~753.60

12,~~968~~913.71

Revenue before billable expenses:

United States

~~553~~540.28

~~599~~546.36

1,~~069~~610.68

1,~~200~~748.01

International

307.3

~~315~~302.68

~~572~~879.68

~~596~~899.20

Total IA&C

~~860~~848.51

~~914~~849.94

12,~~642~~490.26

12,~~796~~647.21

SC&E

Three months ended ~~June~~September 30,

~~Six~~Nine months ended ~~June~~September 30,

Total revenue:

2025

2024

2025

2024

United States

~~453~~413.38

~~448~~463.3

~~877~~1,291.75

~~848~~1,311.03

International

~~176~~186.80

~~186~~181.91

~~310~~496.8

~~346~~527.01

Total SC&E

~~630~~599.18

~~635~~644.24

1,~~188~~788.53

1,~~194~~838.04

Revenue before billable expenses:

United States

~~261~~244.28

~~248~~264.49

~~501~~746.31

~~490~~755.54

International

103.39

~~105~~103.12

~~190~~294.10

~~203~~306.24

Total SC&E

~~364~~348.57

~~353~~368.51

~~691~~1,040.41

~~693~~1,061.78

Contract Balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers.

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Accounts receivable, net of allowance of $37.4 and $37.0, respectively	$	4,850.7	$	5,649.7
Accounts receivable, net of allowance of $39.7 and $37.0, respectively	$	4,946.4	$	5,649.7
Accounts receivable, billable to clients	2,~~103~~073.06		2,088.4
Contract assets	4749.09		50.1
Contract liabilities (deferred revenue)	~~654~~595.97		509.0

Contract assets are primarily comprised of contract incentives that are generally satisfied annually under the terms of our contracts and are transferred to accounts receivable when the right to payment becomes unconditional. Contract liabilities relate

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

to advance consideration received from customers under the terms of our contracts primarily related to reimbursements of third-party expenses, whether we act as principal or agent, and to a lesser extent, periodic retainer fees, both of which are generally recognized shortly after billing.

The majority of our contracts are for periods of one year or less with the exception of our data management contracts. For those contracts with a term of more than one year, we had approximately $~~583~~517.04 of unsatisfied performance obligations as of ~~June~~September 30, 2025, which will be recognized as services are performed over the remaining contractual terms through 2030.

Note 4: Debt and Credit Arrangements

Long-Term Debt

A summary of the carrying amounts of our long-term debt is listed below.

	EffectiveInterest Rate	~~June~~September 30,2025		December 31,2024
4.650% Senior Notes due 2028 (less unamortized discount and issuance costs of $0.6 and $1.5, respectively)	4.780%	$	497.9	$	497.6
4.650% Senior Notes due 2028 (less unamortized discount and issuance costs of $0.6 and $1.3, respectively)	4.780%	$	498.1	$	497.6
4.750% Senior Notes due 2030 (less unamortized discount and issuance costs of $2.0 and $2.9, respectively)	4.920%	645.1		644.6
4.750% Senior Notes due 2030 (less unamortized discount and issuance costs of $1.9 and $2.8, respectively)	4.920%	645.3		644.6
2.400% Senior Notes due 2031 (less unamortized discount and issuance costs of $0.5 and $2.6, respectively)	2.512%	496.9		496.6
2.400% Senior Notes due 2031 (less unamortized discount and issuance costs of $0.5 and $2.5, respectively)	2.512%	497.0		496.6
5.375% Senior Notes due 2033 (less unamortized discount and issuance costs of $3.1 and $2.5, respectively)	5.650%	294.35		294.0
3.375% Senior Notes due 2041 (less unamortized discount and issuance costs of $0.9 and $4.5, respectively)	3.448%	494.6		494.4
5.400% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.5 and $4.3, respectively)	5.480%	493.2		493.1
Other notes payable and finance leases		0.24		0.3
Total long-term debt		2,~~922~~923.21		2,920.6
Less: current portion		0.1		0.1
Long-term debt, excluding current portion		$	2,~~922~~923.10	$	2,920.5

As of ~~June~~September 30, 2025 and December 31, 2024, the estimated fair value of the Company's long-term debt was $2,~~750~~751.39 and $2,702.0, respectively. Refer to Note 13 for details.

Credit Agreement

We maintain a committed corporate credit facility, originally dated as of July 18, 2008, which has been amended and restated from time to time (the "Credit Agreement"). We use our Credit Agreement to increase our financial flexibility, to provide letters of credit primarily to support obligations of our subsidiaries and to support our commercial paper program. On May 29, 2024, we amended and restated the Credit Agreement. As amended, among other things, the maturity date of the Credit Agreement was extended to May 29, 2029, and the cost structure of the Credit Agreement was changed. The Credit Agreement continues to include a required leverage ratio of not more than 3.50 to 1.00, among other customary covenants, including limitations on our liens and the liens of our consolidated subsidiaries and limitations on the incurrence of subsidiary debt. At the election of the Company, the leverage ratio may be changed to not more than 4.00 to 1.00 for four consecutive quarters, beginning with the fiscal quarter in which there is an occurrence of one or more acquisitions with an aggregate purchase price of at least $200.0.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

The Credit Agreement is a revolving facility, under which amounts borrowed by us or any of our subsidiaries designated under the Credit Agreement may be repaid and reborrowed, subject to an aggregate lending limit of $1,500.0, or the equivalent in other currencies. The Company has the ability to increase the commitments under the Credit Agreement from time to time by an additional amount of up to $250.0, provided the Company receives commitments for such increases and satisfies certain other conditions. The aggregate available amount of letters of credit outstanding may decrease or increase, subject to a sublimit of $50.0, or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured. As of ~~June~~September 30, 2025, there were no borrowings under the Credit Agreement; however, we had $9.31 of letters of credit under the Credit Agreement, which reduced our total availability to $1,490.79. We were in compliance with all of our covenants in the Credit Agreement as of ~~June~~September 30, 2025.

Uncommitted Lines of Credit

We also have uncommitted lines of credit with various banks that permit borrowings at variable interest rates and that are primarily used to fund working capital needs. We have guaranteed the repayment of some of these borrowings made by certain subsidiaries. If we lose access to these credit lines, we would have to provide funding directly to some of our operations. As of ~~June~~September 30, 2025, the Company had uncommitted lines of credit in an aggregate amount of $~~677~~676.57, under which we had outstanding borrowings of $3756.68 classified as short-term borrowings on our Consolidated Balance Sheet. The average amount outstanding during the ~~second~~third quarter of 2025 was $5240.32 with a weighted-average interest rate of approximately 67.4%.

Commercial Paper

The Company is authorized to issue unsecured commercial paper up to a maximum aggregate amount outstanding at any time of $1,500.0. Borrowings under the program are supported by the Credit Agreement described above. Proceeds of the commercial paper are used for working capital and general corporate purposes, including the repayment of maturing indebtedness and other short-term liquidity needs. The maturities of the commercial paper vary but may not exceed 397 days from the date of issue. During the ~~second~~third quarter of 2025, there was no commercial paper activity and, as of ~~June~~September 30, 2025, there was no commercial paper outstanding.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 5: Earnings Per Share

The following sets forth basic and diluted earnings per common share available to IPG common stockholders.

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net income available to IPG common stockholders	$	~~162~~124.52	$	~~214~~20.51	$	77201.13	$	~~324~~345.90
Weighted-average number of common shares outstanding - basic	~~367~~365.90		~~376~~373.39		~~370~~368.24		~~377~~376.42
Dilutive effect of stock options and restricted shares	23.20		2.49		2.35		2.35
Weighted-average number of common shares outstanding - diluted	~~370~~368.10		~~378~~376.78		~~372~~370.59		~~379~~378.7
Earnings per share available to IPG common stockholders:
Basic	$	0.4434	$	0.5705	$	0.2155	$	0.8692
Diluted	$	0.4434	$	0.5705	$	0.2154	$	0.8691

Note 6: Supplementary Data

Accrued Liabilities

The following table presents the components of accrued liabilities.

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Salaries, benefits and related expenses	$	~~335~~384.3	$	432.1
Interest	37.09		37.5
Income taxes payable	230.51		80.3
Office and related expenses	16.4		18.7
Acquisition obligations	0.3		5.3
Restructuring charges	7274.29		0.4
Other	95101.36		87.3
Total accrued liabilities	$	~~580~~615.05	$	661.6

Other Expense, Net

Results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 include certain items that are not directly associated with our revenue-producing operations.

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net gains/(losses) on sales of businesses	$	14.95	$	2.(1.7)	$	(3430.50)	$	(46.74)
Other	(310.32)		(31.30)		(314.80)		(67.0)
Total other expense, net	$	(15.47)	$	(1.2.7)	$	(3844.30)	$	(1013.74)

Net gains/(losses) on sales of businesses – During the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the amounts recognized ~~were~~primarily related to ~~sales~~business ofdisposal ~~businesses~~activities, ~~and~~including the classification of certain assets and liabilities, ~~consisting primarily of accounts receivable and accounts payable,~~ as held for sale, within our MD&E, IA&C and SC&E reportable segments. During the three and six months ended June 30, 2025, the amounts recognized were primarily related to the sales of two digital specialist agencies within our MD&E segment, which closed in the fourth quarter of 2024 and the first quarter of 2025.

Other – During the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024, the amounts recognized were primarily related to pension and post-retirement costs, which were partially offset by changes in the fair market value of equity investments for the nine months ended September 30, 2025.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Other – During the three and six months ended June 30, 2024, and three months ended June 30, 2025, the amounts recognized were primarily related to pension and post-retirement costs. During the six months ended June 30, 2025, the amounts recognized were primarily related to pension and post-retirement costs, partially offset by changes in the fair market value of equity investments.

Share Repurchase Programs

On February 711, ~~2024~~2025, the Board authorized a share repurchase program to repurchase from time to time up to $~~320~~155.0, excluding fees, of our common stock~~, which was in addition to any amounts remaining under the 2023 share repurchase program~~.

On February 11, 2025, the Board authorized a share repurchase program to repurchase from time to time up to $155.0, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2024 share repurchase program.

We may effect such repurchases through open market purchases, trading plans established in accordance with U.S. Securities and Exchange Commission ("SEC") rules, derivative transactions or other means. The timing and amount of repurchases in future periods will depend on market conditions and other funding requirements.

The following table presents our share repurchase activity under our share repurchase programs for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

	Six months ended June 30,
	Nine months ended September 30,
	2025		2024
Number of shares repurchased	710.41		47.13
Aggregate cost, including fees1	$	~~188~~257.34	$	~~130~~230.1
Average price per share, including fees	$	25.2939	$	31.7740

1The amount for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 excludes $12.51 and $1.09 of estimated excise tax on net share repurchases, respectively.

~~We fully utilized the 2023 and 2024 share repurchase programs during the second quarter of 2024 and 2025, respectively.~~ As of ~~June~~September 30, 2025, $~~137~~68.1, excluding fees, remains available for repurchase under the 2025 share repurchase program. There is no expiration date associated with the share repurchase program.

Redeemable Non-controlling Interests

Many of our acquisitions include provisions under which the non-controlling equity owners may require us to purchase additional interests in a subsidiary at their discretion. Redeemable non-controlling interests are adjusted quarterly, if necessary, to their estimated redemption value, but not less than their initial fair value. Any adjustments to the redemption value impact retained earnings or additional paid in capital, except for foreign currency translation adjustments.

The following table presents changes in our redeemable non-controlling interests.

	Six months ended June 30,
	Nine months ended September 30,
	2025		2024
Balance at beginning of period	$	45.6	$	42.3
Change in related non-controlling interests balance	(2.1.9)		01.43
Changes in redemption value of redeemable non-controlling interests:
Additions	8.6		2.7
Redemptions and other	(915.76)		(6.1)
Redemption value adjustments	(2320.02)		35.61
Currency translation adjustments	0.65		(0.1)3
Balance at end of period	$	2017.0	$	4245.86

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Held for Sale

Long-lived assets (disposal groups) to be sold are classified as held for sale in the period which all criteria are met. The Company measures assets (disposal group) held for sale at the lower of their carrying value or fair value less cost to sell.

During the third quarter of 2025, management determined that the assets and liabilities of an agency within our SC&E segment, met the criteria to be presented as held for sale. The planned disposal is expected to be completed within twelve months of designation and does not constitute a strategic shift of the Company's operations and therefore does not meet the discontinued operations criteria.

Any differences due to changes in fair values less costs to sell or carrying values for disposal groups will be recognized as a gain or loss in future financial statements. See further discussion below in the “Goodwill” section within Note 6.

The following table sets provides a reconciliation of the carrying amounts of major classes of assets and liabilities held for sale, respectively, to the amounts presented in the Company's consolidated balance sheets as of September 30, 2025.


	September 30, 2025
ASSETS:
Cash and cash equivalents	$	7.8
Accounts receivable	45.1
Accounts receivable, billable to clients	91.4
Other current assets	1.4
Goodwill and other intangibles	45.0
Deferred income taxes	1.7
Other non-current assets	3.6
TOTAL ASSETS HELD FOR SALE	$	196.0

LIABILITIES:
Accounts payable	$	117.0
Accrued liabilities	2.0
Other current Liabilities	0.5
Other non-current liabilities	1.8
TOTAL LIABILITIES HELD FOR SALE	$	121.3

NET ASSETS HELD FOR SALE	$	74.7

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Goodwill

Goodwill is the excess purchase price remaining from an acquisition after an allocation of purchase price has been made to identifiable assets acquired and liabilities assumed based on estimated fair values.

~~The~~During the third quarter of 2025, an agency that comprised a significant portion of a reporting unit within our SC&E segment was classified as held for sale. Additionally, the Company transferred certain agencies between operating segments as of January 1, 2025, ~~and~~ April 1, 2025 and September 1, ~~respectively~~2025. The agency transfers that occurred as of April 1, 2025 resulted in certain changes to our reporting units and reportable segments. We have allocated goodwill to our reporting units, including the remaining reporting unit subsequent to the held for sale classification, using a relative fair value approach. In addition, we completed an assessment of any potential goodwill impairment for all impacted reporting units immediately prior and subsequent to the ~~reallocation~~reallocations, and held for sale classification, and determined that no impairment existed.

The following table sets forth details of changes in goodwill by reportable segment of the Company:

	MD&E		IA&C		SC&E		Total
Balance at December 31, 20241	$	2,332.8	$	1,681.8	$	674.8	$	4,689.4
Goodwill Reallocation	(32.4)7		3(2.47)		—		—
Acquisitions2	41.9		—		—		41.9
Acquisitions/(Dispositions)2	48.2		—		(45.0)		3.2
Foreign currency and other	2514.7		3235.26		87.95		6657.8
Balance at June 30, 20251	$	2,397.0	$	1,717.4	$	683.7	$	4,798.1
Balance at September 30, 20251	$	2,398.4	$	1,714.7	$	637.3	$	4,750.4

1 The goodwill balances at December 31, 2024 and ~~June~~September 30, 2025 include $207.2 of accumulated impairment within the MD&E reportable segment.

2 The amount for the ~~six~~nine months ended ~~June~~September 30, 2025 within our MD&E segment is due to the acquisition of an e-commerce, intelligence platform, for which we paid $4854.42, net of cash acquired. The amount for the nine months ended September 30, 2025 within our SC&E segment represents goodwill allocated to a business which is held for sale.

Note 7: Income Taxes

For the three and ~~six~~nine months ended ~~June~~September 30, 2025, our income tax ~~expense~~rate was negatively impacted by ~~our restructuring charges of $118.0 and $321.3, respectively, as well as~~ losses related to the disposition of previously held for sale entities for which we recorded a nominal tax benefit and by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances. This was partially offset by the release of previously recorded reserves for tax contingencies.

On July 4, 2025, the "One Big Beautiful Bill Act" (OBBBA) was signed into law in the U.S., which contains a broad range of significant tax reform provisions. The Company is currently evaluating the full effects of these legislative changes and does not anticipate a material impact.

We have various tax years under examination by tax authorities in the U.S., in various countries, and in various states and localities, such as New York City, in which we have significant business operations. It is not yet known whether these examinations will, in the aggregate, result in our paying additional taxes. We believe our tax reserves are adequate in relation to the potential for additional assessments in each of the jurisdictions in which we are subject to taxation. We regularly assess the likelihood of additional tax assessments in those jurisdictions and, if necessary, adjust our reserves as additional information or events require.

With respect to all tax years open to examination by U.S. federal, various state and local, and non-U.S. tax authorities, we currently anticipate that total unrecognized tax benefits will decrease by an amount between $90.0 and $100.0 in the next twelve months, a portion of which will affect our effective income tax rate, primarily as a result of the settlement of tax examinations and the lapsing of statutes of limitations. This net decrease is related to various items of income and expense, primarily transfer pricing adjustments.

We are effectively settled with respect to U.S. federal income tax audits through 2020. With limited exceptions, we are no longer subject to state and local income tax audits for years prior to 2015 or non-U.S. income tax audits for years prior to 2011.

1718

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 8: Restructuring Charges

Restructuring charges for the three and ~~six~~nine months ended ~~June~~September 30, 2025 consist of new actions taken in the first ~~half~~nine months of 2025. Restructuring charges for the three and ~~six~~nine months ended ~~June~~September 30, 2024 represent adjustments to the 2022 Real Estate Actions, as well as adjustments to the actions taken in 2020. The components of restructuring charges for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 are listed below.

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Severance and termination costs	$	5344.3	$	—	$	~~133~~177.47	$	—
Lease impairment costs	2314.16		0.34		93108.40		01.93
Other related costs	4170.6		—0.1		94165.51		—0.1
Total restructuring charges	$	~~118~~129.05	$	0.35	$	~~321~~450.38	$	01.94

2025 Restructuring Actions

In the first quarter of 2025, management initiated restructuring actions, as previously ~~announced~~disclosed, which are designed to transform our business, enhance our offerings and drive significant structural expense savings. Management currently expects the total charges in connection with these actions to be approximately $~~375~~450.0 - $~~400~~475.0, a portion being non-cash, which is subject to change upon finalization of the actions. Actions are expected to be completed by the end of 2025.

During the three months ended ~~June~~September 30, 2025, severance and termination costs related to a planned reduction in workforce of approximately ~~900~~800 employees. During the ~~six~~nine months ended ~~June~~September 30, 2025, severance and termination costs related to a planned reduction in workforce of approximately 23,~~400~~200 employees. The employee groups affected include executive, regional and account management as well as administrative, creative and media production personnel.

Lease impairment costs, which relate to the office spaces that were vacated as part of the 2025 restructuring actions and reduced our occupied global real estate footprint by approximately ~~165~~135,000 and ~~595~~730,000 square feet for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, included impairments of operating lease right-of-use assets. Lease impairments were calculated based on estimated fair values using market participant assumptions including forecasted net discounted cash flows related to the operating lease right-of-use assets.

Other related costs primarily include leasehold improvements and furniture and asset retirement obligations associated with office spaces vacated as part of the 2025 restructuring actions, third-party costs to assist in identifying areas of structural expense savings in relation to our restructuring initiatives, ~~and~~ write-offs of unutilized assets, and losses on sales of equity and debt investments. Leasehold improvements and furniture and asset retirement obligations were estimated using market participant assumptions including forecasted net discounted cash flows.

A summary of the restructuring activities related to the 2025 restructuring actions is as follows:

	2025 Restructuring Actions
	Restructuring Expense		Non-Cash Items		Cash Payments		Liability at ~~June~~September 30, 2025
Severance and termination costs	$	~~133~~177.47	$	4.37	$	73122.10	$	5651.0
Lease impairment costs	93108.40		93107.28		0.2		—0.0
Other related costs	94165.51		4867.43		2973.9		1623.29
Total	$	~~321~~450.38	$	~~145~~179.98	$	~~103~~196.21	$	7274.29

2022 Real Estate Actions & 2020 Restructuring Plan

There were no adjustments to the 2020 Plan and 2022 Real Estate Actions for the three and ~~six~~nine months ended ~~June~~September 30, 2025. Net restructuring charges of $0.35 and $01.94 for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively were related to adjustments to our restructuring actions taken in 2020 and 2022.

1819

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 9: Incentive Compensation Plans

We issue stock-based compensation and cash awards to our employees under various plans established by the Compensation and Leadership Talent Committee of the Board of Directors (the "Compensation Committee") and approved by our stockholders. We issued the following stock-based awards under the 2019 Performance Incentive Plan (the "2019 PIP") during the ~~six~~nine months ended ~~June~~September 30, 2025.

	Awards	Weighted-averagegrant-date fair value(per award)
Restricted stock (units)	1.6	$	27.07
Performance-based stock (shares)	3.0	$	23.64
Cash-settled awards	0.1	$	27.1819
Total stock-based compensation awards	4.7

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Compensation Committee granted performance cash awards under the 2019 PIP and restricted cash awards under the 2020 Restricted Cash Plan with a total annual target value of $1.3 and $78.97, respectively. Cash awards are expensed over the vesting period, which is typically three years for performance cash awards and two years or three years for restricted cash awards.

Note 10: Accumulated Other Comprehensive Loss, Net of Tax

The following tables present the changes in accumulated other comprehensive loss, net of tax, by component.

	Foreign CurrencyTranslation Adjustments		DerivativeInstruments		Defined Benefit Pension and Other Postretirement Plans		Total
Balance as of December 31, 2024	$	(940.8)	$	30.7	$	(202.5)	$	(1,112.6)
Other comprehensive income (loss) before reclassifications	201.3		—		(0.4)		200.9
Other comprehensive income before reclassifications	189.2		—		—		189.2
Amount reclassified from accumulated other comprehensive loss, net of tax	20.3		(12.52)		311.4		2229.25
Balance as of June 30, 2025	$	(719.2)	$	29.2	$	(199.5)	$	(889.5)
Balance as of September 30, 2025	$	(731.3)	$	28.5	$	(191.1)	$	(893.9)

	Foreign CurrencyTranslation Adjustments		DerivativeInstruments		Defined Benefit Pension and Other Postretirement Plans		Total
Balance as of December 31, 2023	$	(789.1)	$	33.5	$	(190.6)	$	(946.2)
Other comprehensive (loss) income before reclassifications	(793.8)		—		0.78		(793.10)
Amount reclassified from accumulated other comprehensive loss, net of tax	—1.2		(12.41)		24.70		1.3.1
Balance as of June 30, 2024	$	(868.9)	$	32.1	$	187.2	$	(1,024.0)
Balance as of September 30, 2024	$	(791.7)	$	31.4	$	(185.8)	$	(946.1)

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Amounts reclassified from accumulated other comprehensive loss, net of tax, for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 are as follows:

	Three months ended June 30,				Six months ended June 30,				Affected Line Item in the Consolidated Statements of Operations
	Three months ended September 30,				Nine months ended September 30,				Affected Line Item in the Consolidated Statements of Operations
	2025		2024		2025		2024
Foreign currency translation adjustments	$	—	$	—1.2	$	20.3	$	—1.2	Other expense, net
Net gain on derivative instruments	(1.0.9)		(01.90)		(2.09)		(12.8)		Other expense, net, Interest expense
Amortization of defined benefit pension and postretirement plan items	210.38		1.78		415.53		35.64		Other expense, net
Tax effect	(02.36)		(0.2)		(03.62)		(0.57)		Provision for income taxes
Total amount reclassified from accumulated other comprehensive loss, net of tax	$	17.03	$	01.68	$	2229.25	$	1.3.1

2021

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 11: Employee Benefits

We have a defined benefit pension plan that covers certain U.S. employees (the “Domestic Pension Plan”). We also have numerous funded and unfunded plans outside the U.S. The Interpublic Limited Pension Plan in the U.K. (the "U.K. Pension Plan") is a defined benefit plan and is our most material foreign pension plan in terms of the benefit obligation and plan assets. Some of our domestic and foreign subsidiaries provide postretirement health benefits and life insurance to eligible employees and, in certain cases, their dependents. The domestic postretirement benefit plan is our most material postretirement benefit plan in terms of the benefit obligation. Certain immaterial foreign pension and postretirement benefit plans have been excluded from the table below.

In December 2023, the U.K. Pension Plan entered into an agreement with an insurance company to purchase a group annuity, or "buy-in", that matches the plan's future projected benefit obligations to covered participants. As part of the annuity purchase contract, the U.K. Pension Plan has the option to complete a "buy-out", which would transfer all liabilities of the plan to the insurer, which the Company anticipates to be completed in 2026. The non-cash settlement charge, net of tax, associated with the transaction is currently estimated to be approximately $180.0 to $200.0 and is subject to finalization of terms and changes in the British Pound Sterling.

In June 2025, participants of our Domestic Pension Plan were provided the option to request lump sum distributions, which resulted in a partial settlement of the plan. The lump sum election window ended August 4, 2025. A non-cash settlement charge, net of tax, of $6.5 was incurred in the third quarter of 2025. The Company also expects to make an incremental contribution to the plan in the fourth quarter of 2025 of approximately $16.0.

The components of net periodic cost for the Domestic Pension Plan, the significant foreign pension plans and the domestic postretirement benefit plan are listed below.

	Domestic Pension Plan				Foreign Pension Plans				Domestic Postretirement Benefit Plan
Three Months Ended June 30,	2025		2024		2025		2024		2025		2024
Three Months Ended September 30,	2025		2024		2025		2024		2025		2024
Service cost	$	0.0	$	0.0	$	0.98	$	0.98	$	0.0	$	0.0
Interest cost	0.89		01.90		4.12		3.68		0.2		0.2
Expected return on plan assets	(0.67)		(0.7)		(4.54)		(3.68)		0.0		0.0
Settlements	08.07		0.0		(0.02)		(0.1)		0.0		0.0
Amortization of:
Prior service cost	0.0		0.0		0.0		0.01		0.0		0.0
Unrecognized actuarial losses	0.5		0.43		1.87		1.45		0.01		0.0
Net periodic cost	$	09.74	$	0.6	$	2.31	$	2.23	$	0.23	$	0.2
	Domestic Pension Plan				Foreign Pension Plans				Domestic Postretirement Benefit Plan
Six Months Ended June 30,	2025		2024		2025		2024		2025		2024
Nine Months Ended September 30,	2025		2024		2025		2024		2025		2024
Service cost	$	0.0	$	0.0	$	12.75	$	12.75	$	0.0	$	0.0
Interest cost	12.76		12.8		812.02		711.31		0.46		0.46
Expected return on plan assets	(12.30)		(12.41)		(812.59)		(711.31)		0.0		0.0
Settlements	08.07		0.0		(0.02)		(0.12)		0.0		0.0
Amortization of:
Prior service cost	0.0		0.0		0.0		0.01		0.0		0.0
Unrecognized actuarial losses	1.05		01.81		35.41		24.94		0.12		0.0
Net periodic cost	$	110.48	$	1.28	$	4.6.7	$	46.58	$	0.58	$	0.46

The components of net periodic cost other than the service cost component are included in the line item “Other expense, net” in the Consolidated Statements of Operations.

During the ~~six~~nine months ended ~~June~~September 30, 2025, we contributed $0.0 and $57.24 of cash to our domestic and foreign pension plans, respectively. For the remainder of 2025, we expect to contribute approximately $1516.0 and $52.0 of cash to our domestic and foreign pension plans, respectively.

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 12: Segment Information

IPG's agency brands are grouped into reportable segments based on the agencies' primary capabilities. As of ~~June~~September 30, 2025, we have three reportable segments: MD&E, IA&C, and SC&E. We also report results for the "Corporate and other" group.

MD&E primarily provides, and is distinguished by innovative capabilities and scale in, global media and communications services, digital services and products, advertising and marketing technology, e‐commerce services, data management and analytics, strategic consulting, and digital brand experience. MD&E is comprised of IPG Mediabrands, UM, Initiative, KINESSO, Acxiom and MRM.

IA&C primarily provides advertising, corporate and brand identity services, and strategic consulting. IA&C is distinguished by the leading role of complex integrations of ideation and the execution of advertising and creative campaigns across all communications channels that are foundational to client brand identities. IA&C is comprised of leading global networks and agencies that provide a broad range of services, including McCann Worldgroup, IPG Health, MullenLowe Group, Foote, Cone & Belding ("FCB"), and our domestic integrated agencies.

SC&E primarily provides best-in-class global public relations and other specialized communications services, events, sports and entertainment marketing, and strategic consulting. SC&E is comprised of agencies that provide a range of marketing services expertise, including Weber Shandwick, Golin, our sports, entertainment, and experiential agencies, and IPG DXTRA Health.

Certain prior period amounts, wherever applicable, have been recast to reflect the transfer of certain agencies between reportable segments.

We continue to evaluate our financial reporting structure, and the profitability measure employed by our chief operating decision maker for allocating resources to operating divisions and assessing operating division performance is segment EBITA. Summarized financial information concerning our reportable segments is shown in the following table.

Three Months Ended June 30, 2025	MD&E		IA&C		SC&E		Total
Three Months Ended September 30, 2025	MD&E		IA&C		SC&E		Total
Total revenue	$	~~957~~954.41	$	~~949~~940.31	$	~~630~~599.18	$	2,~~536~~494.80
Revenue before billable expenses	~~947~~938.78		~~860~~848.51		~~364~~348.57		2,~~172~~135.76
Base salaries, benefits and tax	~~487~~498.54		~~526~~523.40		~~212~~210.96
Incentive expense	3821.46		1817.50		7.83
Severance expense	10.15		2.15		01.3
Temporary help	1819.30		3839.12		11.98
Office and other direct expenses	~~172~~164.50		~~108~~99.78		4440.07
Depreciation and amortization1	2322.86		11.74		32.19
Restructuring charges2	2237.41		5924.25		711.76
Other segment items3	817.64		~~100~~104.29		~~270~~254.2
Segment EBITA	$	~~184~~173.85	$	84117.48	$	7259.24	$	~~341~~350.47
Amortization of acquired intangibles	2022.18		0.76		0.34
Capital expenditures	14.64		6.05		02.74

1 Excludes amortization of acquired intangibles.

2 Non-cash lease impairment costs were comprised of $012.75 at MD&E, $200.7 at IA&C and $1.53 at SC&E for the ~~second~~three ~~quarter~~months ofended ~~June~~September 30, 2025.

3 Includes billable expenses and other salaries and related expenses.

2223

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Three Months Ended June 30, 2024	MD&E		IA&C		SC&E		Total
Three Months Ended September 30, 2024	MD&E		IA&C		SC&E		Total
Total revenue	$	1,~~069~~041.85	$	~~1,005~~942.09	$	~~635~~644.24	$	2,~~710~~628.08
Revenue before billable expenses	1,~~058~~025.72		~~914~~849.94		~~353~~368.51		2,~~327~~242.17
Base salaries, benefits and tax	~~570~~548.5		~~556~~535.39		~~218~~216.8
Incentive expense	3936.62		307.51		126.56
Severance expense	147.20		1714.05		43.14
Temporary help	2422.03		3533.57		1011.8
Office and other direct expenses	~~202~~183.41		~~111~~101.84		4442.26
Depreciation and amortization1	27.06		12.67		3.64
Restructuring charges2	0.35		—		—
Other segment items3	1620.48		~~102~~104.61		~~287~~281.74
Segment EBITA	$	~~175~~195.45	$	~~138~~133.75	$	5378.54	$	~~367~~407.64
Amortization of acquired intangibles	19.12		0.98		0.43
Capital expenditures	17.5		6.5		2.0
Impairment of Goodwill	232.1		—		—
Capital expenditures	18.2		7.6		5.4

1 Excludes amortization of acquired intangibles.

2 Non-cash lease impairment costs were comprised of $0.34 at MD&E for the ~~second~~three ~~quarter~~months ofended ~~June~~September 30, 2024.

3 Includes billable expenses and other salaries and related expenses.

Six Months Ended June 30, 2025	MD&E		IA&C		SC&E		Total
Nine Months Ended September 30, 2025	MD&E		IA&C		SC&E		Total
Total revenue	$	12,~~858~~812.31	$	12,~~812~~753.60	$	1,~~188~~788.53	$	47,~~859~~353.4
Revenue before billable expenses	12,~~835~~773.49		12,~~642~~490.26		~~691~~1,040.41		46,~~169~~304.06
Base salaries, benefits and tax	~~986~~1,483.01		1,~~062~~586.14		~~427~~638.51
Incentive expense	81102.10		4967.30		1926.14
Severance expense	12.83		46.05		12.14
Temporary help	3554.7		71110.57		2234.20
Office and other direct expenses	~~346~~509.14		~~212~~312.38		86126.07
Depreciation and amortization1	4770.51		2335.82		69.54
Restructuring charges2	76113.3		~~114~~139.50		2941.41
Other segment items3	2341.61		~~192~~296.08		~~506~~760.02
Segment EBITA	$	~~260~~436.21	$	83198.16	$	90150.70	$	~~434~~784.07
Amortization of acquired intangibles	3962.31		12.62		01.60
Capital expenditures	2742.60		915.49		13.26

1 Excludes amortization of acquired intangibles.

2 Non-cash lease impairment costs were comprised of $1932.72 at MD&E, $3940.30 at IA&C and $1012.92 at SC&E for the ~~first~~nine ~~half~~months ~~of June~~ended September 30, 2025.

~~3 Includes billable expenses and other salaries and related expenses.~~24

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Six Months Ended June 30, 2024	MD&E		IA&C		SC&E		Total
Total revenue	$	2,043.2	$	1,968.7	$	1,194.0	$	5,205.9
Revenue before billable expenses	2,020.1		1,796.2		693.7		4,510.0
Base salaries, benefits and tax	1,150.5		1,128.3		439.9
Incentive expense	68.7		49.4		22.1
Severance expense	36.5		37.2		8.8
Temporary help	49.0		71.9		21.9
Office and other direct expenses	382.7		212.8		85.0
Depreciation and amortization1	53.5		25.0		7.1
Restructuring charges2	0.3		0.3		0.3
Other segment items3	33.9		196.7		511.5
Segment EBITA	$	268.1	$	247.1	$	97.4	$	612.6
Amortization of acquired intangibles	38.4		1.8		0.9
Capital expenditures	39.0		8.9		2.8

3 Includes billable expenses and other salaries and related expenses.


Nine Months Ended September 30, 2024	MD&E		IA&C		SC&E		Total

Total revenue	$	3,083.2	$	2,913.1	$	1,838.4	$	7,834.7

Revenue before billable expenses	3,043.8		2,647.1		1,061.8		6,752.7

Base salaries, benefits and tax	1,697.9		1,665.3		656.7
Incentive expense	104.3		57.1		28.7
Severance expense	43.4		51.8		12.2
Temporary help	71.3		105.6		33.7

Office and other direct expenses	564.5		315.5		127.6

Depreciation and amortization1	81.0		37.8		10.5
Restructuring charges2	0.8		0.3		0.3
Other segment items3	54.7		300.8		792.9

Segment EBITA	$	465.3	$	378.9	$	175.8	$	1,020.0

Amortization of acquired intangibles	57.6		2.6		1.2
Impairment of Goodwill	232.1		—		—
Capital expenditures	57.2		16.5		8.2

1 Excludes amortization of acquired intangibles.

2 Non-cash lease impairment costs were comprised of $0.36 at IAMD&CE, $0.3 at MDIA&EC and $0.3 at SC&E for the ~~first~~nine ~~half~~months ofended ~~June~~September 30, 2024.

3 Includes billable expenses and other salaries and related expenses.

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Total assets:
MD&E	$	9,~~508~~652.07	$	10,253.70
IA&C	4,~~618~~508.21		4,~~544~~545.30
SC&E	1,~~729~~701.02		1,758.9
Corporate and Other	1,~~171~~103.93		1,768.9
Total	$	1716,~~027~~965.13	$	18,325.8

~~The following table presents the reconciliation of segment EBITA to Income before income taxes.~~25

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
MD&E EBITA	$	184.8	$	175.4	$	260.2	$	268.1
IA&C EBITA	84.4		138.7		83.1		247.1
SC&E EBITA	72.2		53.5		90.7		97.4
Total segment EBITA	341.4		367.6		434.0		612.6
Corporate and other1	(76.6)		(29.0)		(190.8)		(69.1)
Less: consolidated amortization of acquired intangibles	21.1		20.4		41.5		41.1
Operating income	243.7		318.2		201.7		502.4
Total (expenses) and other income	(25.7)		(22.5)		(78.1)		(46.1)
Income before income taxes	$	218.0	$	295.7	$	123.6	$	456.3

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~1 Includes~~The ~~restructuring~~following ~~charges~~table ofpresents ~~$28.7 and $101.1 for~~ the ~~second~~reconciliation ~~quarter and first half~~ of ~~June 30,~~segment ~~2025,~~EBITA ~~respectively,~~to ~~including~~Income ~~non-cash~~before ~~lease~~income ~~impairment costs of $0~~taxes.~~2 and $23.3, respectively.~~


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
MD&E EBITA	$	173.5	$	195.5	$	436.1	$	465.3
IA&C EBITA	117.8		133.5		198.6		378.9
SC&E EBITA	59.4		78.4		150.0		175.8
Total segment EBITA	350.7		407.4		784.7		1,020.0
Corporate and other1	(107.9)		(22.1)		(298.7)		(91.2)
Less: consolidated amortization of acquired intangibles	23.8		20.3		65.3		61.4
Less: impairment of goodwill	—		232.1		—		232.1
Operating income	219.0		132.9		420.7		635.3
Total (expenses) and other income	(30.3)		(23.4)		(108.4)		(69.5)
Income before income taxes	$	188.7	$	109.5	$	312.3	$	565.8

1 Includes restructuring charges of $56.3 and $157.4 for the third quarter and first nine months of September 30, 2025, respectively, including non-cash lease impairment costs of $0.1 and $23.4, respectively.

Note 13: Fair Value Measurements

Authoritative guidance for fair value measurements establishes a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:


Level 1						Unadjusted quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2						Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3						Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial Instruments that are Measured at Fair Value on a Recurring Basis

We primarily apply the market approach to determine the fair value of financial instruments that are measured at fair value on a recurring basis. There were no changes to our valuation techniques used to determine the fair value of financial instruments during the ~~six~~nine months ended ~~June~~September 30, 2025. The following tables present information about our financial instruments measured at fair value on a recurring basis as of ~~June~~September 30, 2025 and December 31, 2024, and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value.

	June 30, 2025								Balance Sheet Classification
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	550.1	$	—	$	—	$	550.1	Cash and cash equivalents
Liabilities
Contingent acquisition obligations 1	$	—	$	—	$	0.3	$	0.3	Accrued liabilities and Other non-current liabilities
	December 31, 2024								Balance Sheet Classification
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	1,139.5	$	—	$	—	$	1,139.5	Cash and cash equivalents
Liabilities
Contingent acquisition obligations 1	$	—	$	—	$	5.5	$	5.5	Accrued liabilities and Other non-current liabilities

1Contingent acquisition obligations includes deferred acquisition payments and unconditional obligations to purchase additional non-controlling equity shares of consolidated subsidiaries. Fair value measurement of the obligations is based upon actual and projected operating performance targets as specified in the related agreements. The decrease in this balance of $(5.2) from December 31, 2024 to June 30, 2025 is primarily due to payments related to our deferred acquisitions payments from prior-year acquisitions. The amounts payable within the next twelve months are classified in accrued liabilities; any amounts payable thereafter are classified in other non-current liabilities.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


	September 30, 2025								Balance Sheet Classification
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	721.5	$	—	$	—	$	721.5	Cash and cash equivalents

Liabilities
Contingent acquisition obligations 1	$	—	$	—	$	0.3	$	0.3	Accrued liabilities and Other non-current liabilities

	December 31, 2024								Balance Sheet Classification
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	1,139.5	$	—	$	—	$	1,139.5	Cash and cash equivalents

Liabilities
Contingent acquisition obligations 1	$	—	$	—	$	5.5	$	5.5	Accrued liabilities and Other non-current liabilities

1Contingent acquisition obligations includes deferred acquisition payments and unconditional obligations to purchase additional non-controlling equity shares of consolidated subsidiaries. Fair value measurement of the obligations is based upon actual and projected operating performance targets as specified in the related agreements. The decrease in this balance of $(5.2) from December 31, 2024 to September 30, 2025 is primarily due to payments related to our deferred acquisitions payments from prior-year acquisitions. The amounts payable within the next twelve months are classified in accrued liabilities; any amounts payable thereafter are classified in other non-current liabilities.

Financial Instruments that are not Measured at Fair Value on a Recurring Basis

The following table presents information about our financial instruments that are not measured at fair value on a recurring basis as of ~~June~~September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

	June 30, 2025								December 31, 2024
	September 30, 2025								December 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Total long-term debt	$	—	$	2,~~749~~751.96	$	0.43	$	2,~~750~~751.39	$	—	$	2,701.6	$	0.4	$	2,702.0

Our long-term debt is comprised of senior notes and other notes payable. The fair value of our senior notes, which are traded over-the-counter, is based on quoted prices in markets that are not active. Therefore, these senior notes are classified as Level 2. Our other notes payable are not actively traded, and their fair value is not solely derived from readily observable inputs. The fair value of our other notes payable is determined based on a discounted cash flow model and other proprietary valuation methods, and therefore is classified as Level 3. See Note 4 for further information on our long-term debt.

The discount rates used as significant unobservable inputs in the Level 3 fair value measurements of our contingent acquisition obligations and long-term debt as of ~~June~~September 30, 2025 ranged from 4.0% to 6.0%.

Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis, primarily goodwill (Level 3), intangible assets, and property and equipment. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment.

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 14: Commitments and Contingencies

Guarantees

As discussed in our 2024 Annual Report, we have guaranteed certain obligations of our subsidiaries relating principally to operating leases and uncommitted lines of credit of certain subsidiaries. As of ~~June~~September 30, 2025 and December 31, 2024, the amount of parent company guarantees on lease obligations was $~~388~~364.17 and $416.1, respectively, the amount of parent company guarantees primarily relating to uncommitted lines of credit was $245.87 and $256.6, respectively, and the amount of parent company guarantees related to daylight overdrafts, primarily utilized to manage intra-day overdrafts due to timing of transactions under cash pooling arrangements without resulting in incremental borrowings, was $8786.4 and $79.6, respectively. In the event of non-payment by the applicable subsidiary of the obligations covered by a guarantee, we would be obligated to pay the amounts covered by that guarantee. As of both ~~June~~September 30, 2025, and December 31, 2024 there were no material assets pledged as security for such parent company guarantees.

Legal Matters

We are involved in various legal proceedings, and subject to investigations, inspections, audits, inquiries and similar actions by governmental authorities arising in the normal course of business. The types of allegations that arise in connection with such legal proceedings vary in nature, but can include claims related to contract, employment, tax and intellectual property matters. We evaluate all cases each reporting period and record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount, or potential range, of loss can be reasonably estimated. In certain cases, we cannot reasonably estimate the potential loss because, for example, the litigation is in its early stages. While any outcome related to litigation or such governmental proceedings in which we are involved cannot be predicted with certainty, management believes that the outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows.

Note 15: Recent Accounting Standards

Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on our Consolidated Financial Statements.

Intangibles - Goodwill and Other

In September 2025, the Financial Accounting Standards Board issued amended guidance to increase the operability of the recognition guidance considering different methods of software development. This amended guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those annual reporting periods. We are currently evaluating the impact on our Consolidated Financial Statements and do not anticipate a material impact.

Income Statement - Reporting Comprehensive Income

In November 2024, the Financial Accounting Standards Board issued amended guidance requiring additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods. This amended guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. We are currently evaluating the impact on our Consolidated Financial Statements and do not anticipate a material impact.

Income Taxes

In December 2023, the Financial Accounting Standards Board issued amended guidance to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about an entity's effective tax rate reconciliation, as well as information on taxes paid. This amended guidance is effective for annual periods beginning after December 15, 2024. We ~~are~~do ~~currently~~not ~~evaluating~~anticipate that the ~~impact~~expanded ondisclosure ~~our~~requirements ~~Consolidated~~will ~~Financial~~have ~~Statements~~a ~~and~~material doimpact ~~not~~on ~~anticipate~~our aConsolidated ~~material~~Financial ~~impact~~Statements.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand The Interpublic Group of Companies, Inc. and its subsidiaries (the “Company,” “IPG,” “we,” “us” or “our”). MD&A should be read in conjunction with our unaudited Consolidated Financial Statements and the accompanying notes included in this report and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), as well as our other reports and filings with the Securities and Exchange Commission (the “SEC”). Our 2024 Annual Report includes additional information about our significant accounting policies and practices as well as details about the most significant risks and uncertainties associated with our financial and operating results. Our MD&A includes the following sections:

EXECUTIVE SUMMARY provides a discussion about our strategic outlook, factors influencing our business and an overview of our results of operations.

RESULTS OF OPERATIONS provides an analysis of the consolidated and segment results of operations for the periods presented.

LIQUIDITY AND CAPITAL RESOURCES provides an overview of our cash flows, funding requirements, financing and sources of funds, and debt credit ratings.

CRITICAL ACCOUNTING ESTIMATES provides an update to the discussion in our 2024 Annual Report of our accounting policies that require critical judgment, assumptions and estimates.

RECENT ACCOUNTING STANDARDS, by reference to Note 15 to the unaudited Consolidated Financial Statements, provides a discussion of certain accounting standards that have been recently adopted or that have not yet been required to be implemented and may be applicable to our future operations.

NON-GAAP FINANCIAL MEASURE, provides a reconciliation of non-GAAP financial measure with the most directly comparable generally accepted accounting principles in the United States (“U.S. GAAP”) financial measures and sets forth the reasons we believe that presentation of the non-GAAP financial measure contained therein provides useful information to investors regarding our results of operations and financial condition.

EXECUTIVE SUMMARY

Our Business

We provide marketing, communications and business transformation services that measurably drive growth for businesses and brands. Combining the power of creativity and technology, our approximately 51,~~300~~200 employees and operations span all major world markets. Our companies specialize in insights, data, media, creative and production, digital commerce, healthcare marketing and communications, producing marketing solutions for clients that range in scale from large global marketers to regional and local clients. Our comprehensive global services help marketers build brands, increase sales of their products and services, and gain market share.

Our capabilities span ideation to execution: growth, product and experience design; technology and experience platforms; creative, media and marketing strategy; and campaign, content and channel orchestration. The work we produce for our clients is tailored specifically to their unique needs, opportunity and outcomes. Our solutions vary from project-based activity to long-term, fully integrated campaigns. Our operations support the strategic position that marketers have access to the best and most appropriate resources within IPG to drive business success, and may access these capabilities from across the IPG network in an open model that leverages our marketing intelligence platform, Interact. With operations in over 100 countries, we can operate in a single region or deliver global integrated programs.

We operate in a media, consumer and technology ecosystem that continues to evolve at a rapid pace. To help our clients win in a data-led and digital-first world, we have made and continue to make investments in strategic areas including digital commerce, retail media, artificial intelligence, audience resolution and production across world markets. In addition, we consistently review opportunities within our Company to enhance our operations through acquisitions and strategic alliances and internal programs that encourage client-centric collaboration. As appropriate, we also develop relationships with technology and emerging media companies that are building leading-edge marketing tools that complement our agencies' skill sets and capabilities.

Home to some of the world’s best-known and most innovative communications specialists, IPG global brands include Acxiom, Craft, FCB, FutureBrand, Golin, Initiative, IPG Health, IPG Mediabrands, ~~Jack Morton,~~ KINESSO, MAGNA, McCann, Mediahub, Momentum, MRM, MullenLowe Global, Octagon, UM, Weber Shandwick and more.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Our financial goals include competitive organic growth of revenue before billable expenses and expansion of Adjusted EBITA margin, as defined and discussed within the Non-GAAP Financial Measure section of this MD&A, which we expect will further strengthen our balance sheet and total liquidity and increase value to our stakeholders. Accordingly, we remain focused on meeting the evolving needs of our clients while concurrently managing our cost structure. We continually seek greater efficiency in the delivery of our services, focusing on more effective resource utilization, including the productivity of our employees, real estate, information technology and shared services, such as finance, human resources and legal. The improvements we have made and continue to make in our financial reporting and business information systems in recent years allow us more timely and actionable insights from our global operations. Our disciplined approach to our balance sheet and liquidity provides us with a solid financial foundation and financial flexibility to manage and grow our business. We believe that our strategy and execution position us to meet our financial goals and to deliver long-term value to all of our stakeholders.

Proposed Omnicom Transaction

On December 8, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnicom Group Inc. (“Omnicom”), pursuant to which an Omnicom merger subsidiary will merge with and into IPG, with IPG surviving the merger as a direct wholly owned subsidiary of Omnicom.

As a result of the merger, each share of IPG common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.344 shares of Omnicom common stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to closing the merger.

If the transaction is completed, following the closing Omnicom shareholders will own 60.6% of the combined company and IPG shareholders will own 39.4%, on a fully diluted basis. As a result of the merger, we will cease to be a publicly traded company.

We believe the combined company will bring together the industry’s deepest bench of marketing talent, and the broadest and most innovative services and products, driven by the most advanced sales and marketing platform. Together, the companies will expand their capacity to create comprehensive full-funnel solutions that deliver better business outcomes for the world’s most sophisticated clients. We anticipate the combined company will have over 100,000 expert practitioners, delivering end-to-end services across media, precision marketing, CRM, data, digital commerce, advertising, healthcare, public relations and branding.

On March 18, 2025, the shareholders of Omnicom and Interpublic each approved the acquisition of Interpublic at each company's special meeting of stockholders held that day.

OnWe ~~June~~have ~~23,~~secured ~~2025,~~regulatory weapprovals ~~announced~~for ~~that the U.S. Federal Trade Commission (the "FTC") had concluded its antitrust review of~~ Omnicom'’s ~~proposed~~pending acquisition of ~~Interpublic~~IPG ~~and~~in ~~reached~~all ~~agreement~~required ~~with~~jurisdictions ~~Omnicom~~other ~~and~~than ~~IPG~~the ~~on a mutually acceptable consent order~~EU. ~~With~~We ~~the~~are ~~agreed~~continuing ~~consent~~to ~~order,~~pursue the ~~FTC~~required ~~granted~~EU ~~early~~regulatory ~~termination~~approval ofand ~~the~~expect ~~waiting~~that ~~period under~~ the ~~Hart-Scott-Rodino~~acquisition ~~Antitrust~~will ~~Improvements~~close ~~Act of 1976, as amended. The consent order is now subject to a 30-day public comment period and then final acceptance~~ by the ~~FTC.~~end ~~The~~of ~~acquisition~~November ~~remains under review in certain non-U~~2025.~~S. jurisdictions.~~

We also face risks related to our proposed transaction with Omnicom, including as a result of any failure to complete, or delays in completing, the proposed transaction. The closing of the merger is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. Furthermore, uncertainty about the mergers may adversely affect relationships with our clients, partners, suppliers, and employees, whether or not the merger transactions are completed, and if the transaction is completed, the combined company may not perform as we currently expect. See Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K.

Current Market Conditions

The global macroeconomic backdrop continues to be characterized by complex and dynamic developments, due to active business, economic and geopolitical crosscurrents. Shifting economic developments in the first ~~half~~nine months of the year, both domestically and among the largest global economic actors, have introduced a greater measure of caution to the global economy, though with impacts that may vary widely by sector and individual client. Several trends continue to support the demand for our services, notably proliferating media complexity and the ongoing evolution, at pace, of consumer interaction with brands and commerce. These trends offer significant long-term support to our growth opportunities, while our ability to leverage our agile and flexible operating model enables us to adapt to changing macro circumstances.

The principal macroeconomic risks to our performance include the impact of any general or regional economic slowdown or contraction, the extent of inflation of labor costs and potential for labor shortages, continuing inflationary pressures on our clients and their customers, and the economic impacts of geopolitical conflict and resulting potential for uncertainty and 30

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~restrictions~~economy, onthough ~~spending~~with onimpacts that may vary widely by sector and individual client. Several trends continue to support the ~~part~~demand for our services, notably proliferating media complexity and the ongoing evolution, at pace, of ~~some~~consumer ~~clients~~interaction with brands and ~~consumers~~commerce platforms. ~~See~~These ~~Item~~trends ~~1A,~~offer ~~Risk~~significant ~~Factors~~long-term support to our growth opportunities, inwhile our ~~most~~ability ~~recent~~to ~~Annual~~leverage ~~Report~~our onagile ~~Form~~and ~~10-K~~flexible operating model enables us to adapt to changing macro circumstances.

Our Financial Information

When we analyze period-to-period changes in our operating performance, we determine the portion of the change that is attributable to changes in foreign currency rates and the net effect of acquisitions and divestitures, and the remainder we call organic change, which indicates how our underlying business performed. We exclude the impact of billable expenses in analyzing our operating performance as the fluctuations from period to period are not indicative of the performance of our underlying businesses and have no impact on our operating income or net income.

The change in our operating performance attributable to changes in foreign currency rates is determined by converting the prior-period reported results using the current-period exchange rates and comparing these prior-period adjusted amounts to the prior-period reported results. Although the U.S. Dollar is our reporting currency, a substantial portion of our revenues and expenses are generated in foreign currencies. Therefore, our reported results are affected by fluctuations in the currencies in which we conduct our international businesses. Our exposure is mitigated as the majority of our revenues and expenses in any given market are generally denominated in the same currency. Both positive and negative currency fluctuations against the U.S. Dollar affect our consolidated results of operations, and the magnitude of the foreign currency impact to our operations related to each geographic region depends on the significance and operating performance of the region. The foreign currencies that most adversely impacted our results during the first ~~half~~nine months of 2025 were the Mexican Peso, the Brazilian Real, and the Canadian Dollar. The foreign ~~currencies~~currency that most favorably impacted our results during the first ~~half~~nine months of 2025 ~~were~~was the British Pound Sterling ~~and the Euro~~.

For purposes of analyzing changes in our operating performance attributable to the net effect of acquisitions and divestitures, transactions are treated as if they occurred on the first day of the quarter during which the transaction occurred. We continually evaluate our portfolio of businesses, and over the past several years, we have acquired companies that we believe will enhance our offerings and disposed of businesses that are not consistent with our strategic plan.

The metrics that we use to evaluate our financial performance include organic change in revenue before billable expenses as well as the change in certain operating expenses, and the components thereof, expressed as a percentage of consolidated revenue before billable expenses, as well as Adjusted EBITA. These metrics are also used by management to assess the financial performance of our reportable segments, MD&E, IA&C, and SC&E. In certain of our discussions, we analyze revenue before billable expenses by geographic region and by business sector, in which we focus on our top 500 clients, which typically constitute approximately 85% of our annual consolidated revenue before billable expenses.

Results for the three and ~~six~~nine months ended ~~June~~September 30, 2025, may not be indicative of the results that may be expected for the fiscal year ending December 31, 2025. The Consolidated Financial Statements and MD&A presented herein reflect the latest estimates and assumptions made by us that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. We believe we have used reasonable estimates and assumptions to assess the fair values of the Company’s goodwill, long-lived assets and indefinite-lived intangible assets; assessment of the annual effective tax rate; valuation of deferred income taxes and the allowance for expected credit losses on future uncollectible accounts receivable. If actual market conditions vary significantly from those currently projected, these estimates and assumptions could materially change resulting in adjustments to the carrying values of our assets and liabilities.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

The following table presents a summary of our financial performance for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

	Three months ended June 30,								Six months ended June 30,
	Three months ended September 30,								Nine months ended September 30,
Statement of Operations Data	2025			2024			% Increase/(Decrease)		2025			2024			% Increase/(Decrease)
REVENUE:
Revenue before billable expenses	$	2,~~172~~135.76		$	2,~~327~~242.17		(64.68)	%	$	46,~~169~~304.06		$	46,~~510~~752.07		(76.6)	%
Billable expenses	~~364~~358.14			~~382~~386.91			(47.92)	%	~~690~~1,048.48			~~695~~1,082.90			(03.81)	%
Total revenue	$	2,~~536~~494.80		$	2,~~710~~628.08		(65.41)	%	$	47,~~859~~353.4		$	57,~~205~~834.97		(6.71)	%
OPERATING INCOME 1	$	~~243~~219.70		$	~~318~~132.29		~~(23~~64.4)8	%	$	~~201~~420.7		$	~~502~~635.43		(5933.98)	%
Adjusted EBITA 1,2	$	~~264~~242.8		$	~~338~~385.63		(2137.80)	%	$	~~243~~486.20		$	~~543~~928.58		(5547.37)	%
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS	$	~~162~~124.52		$	~~214~~20.51				$	77201.13		$	~~324~~345.90
Earnings per share available to IPG common stockholders:
Basic	$	0.4434		$	0.5705				$	0.2155		$	0.8692
Diluted	$	0.4434		$	0.5705				$	0.2154		$	0.8691
Operating Ratios
Organic change in revenue before billable expenses	(32.59)		%	10.70		%			(3.63)		%	1.50		%
Operating margin on revenue before billable expenses	1110.23		%	135.79		%			46.87		%	119.14		%
Operating margin on total revenue	98.68		%	115.71		%			45.27		%	98.71		%
Adjusted EBITA margin on revenue before billable expenses 1,2	1211.24		%	1417.62		%			57.87		%	1213.18		%
Expenses as a % of revenue before billable expenses:
Salaries and related expenses	6364.42		%	6665.93		%			6766.0		%	6968.40		%
Office and other direct expenses	1514.03		%	1514.46		%			15.51		%	1514.19		%
Selling, general and administrative expenses	2.14		%	10.29		%			2.12		%	1.53		%
Depreciation and amortization	2.89		%	2.89		%			2.9		%	2.9		%
Restructuring charges	5.4		%	0.0		%			7.7		%	0.0		%
Impairment of goodwill	—		%	10.3		%			—		%	3.4		%
Restructuring charges	6.1		%	0.0		%			7.2		%	0.0		%

1 For the three months ended ~~June~~September 30, 2025 and 2024, results include restructuring charges of $~~118~~129.05 and $0.35, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, results include restructuring charges of $~~321~~450.38 and $01.94, respectively. See "Restructuring Charges" section of this MD&A and Note 8 of Item 1, Financial Statements and Supplementary Data for further information. For the three and ~~six~~nine months ended ~~June~~September 30, 2025, results include deal costs of $1022.98 and $1538.75, respectively, related to the planned acquisition of IPG by Omnicom. See Note 2 of Item 1, Financial Statements and Supplementary Data for further information.

2 Adjusted EBITA is a financial measure that is not defined by U.S. GAAP. Adjusted EBITA is calculated as net income available to IPG common stockholders before provision for income taxes, total (expenses) and other income, equity in net loss of unconsolidated affiliates, net income attributable to non-controlling interests, and amortization of acquired intangibles. Refer to the “Non-GAAP Financial Measure” section of this MD&A for additional information and for a reconciliation to U.S. GAAP measures.

Total revenue, which includes billable expenses, decreased (65.41)% during the ~~second~~third quarter of 2025 from the third quarter of 2024. Our organic decrease of revenue before billable expenses was (32.59)% during the ~~second~~third quarter of 2025, ~~compared to an organic increase of 1.7% during the second quarter of 2024. This was a result of net client losses in our retail~~which, ~~health~~as ~~care and auto & transportation~~

3132

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~sectors~~expected, ~~partially~~continued ~~offset~~to byreflect ~~net~~the ~~client~~impact ~~wins~~of inclient ~~our~~account ~~financial~~activity ~~services~~that ~~and~~concluded ~~food~~in ~~and~~2024, ~~beverage~~with ~~sectors~~our ~~and~~three ~~increased~~largest ~~spending~~account ~~from~~losses ~~existing clients~~ in ~~our~~2024 ~~technology~~weighing &significantly ~~telecom~~on ~~sector.~~this ~~During~~year’s ~~the~~third ~~second~~ quarter. ofThat ~~2025,~~impact ~~our~~is ~~Adjusted~~reflected ~~EBITA~~in ~~margin~~our onresults ~~revenue~~across ~~before~~a ~~billable~~number ~~expenses~~of ~~decreased~~geographic toregions ~~12.2%~~and ~~from 14~~disciplines.6% inWhile ~~the~~net ~~prior-year period as the decrease in~~ revenue ~~before~~headwinds ~~billable~~from ~~expenses~~earlier ~~outpaced~~activity ~~the~~persisted ~~decrease~~ in ~~operating~~the ~~expenses~~third quarter, ~~excluding billable expenses and amortization of acquired intangibles. Adjusted EBITA includes $118.0 of restructuring charges related to~~ our ~~2025~~organic ~~restructuring~~performance ~~actions~~underlying ~~and $10.9 of deal costs related to~~ the ~~planned~~impact ~~acquisition~~ of ~~IPG~~our bylargest ~~Omnicom,~~losses ~~which~~was ~~had~~positive ~~a (5.4)%~~ and ~~(0.5)%~~improved ~~impact,~~from ~~respectively,~~earlier ~~on Adjusted EBITA margin on revenue before billable expenses. See further discussion below~~ in the ~~“Results of Operations” section~~year.

~~Total~~We ~~revenue,~~believe ~~which~~that ~~includes~~we ~~billable~~are ~~expenses,~~positioned ~~decreased~~to ~~(6.7)%~~continue ~~during~~that ~~the~~upward ~~first~~trend ~~half~~in ~~of 2025. Our organic decrease of revenue before billable expenses was (3.6)% during~~ the ~~first~~fourth ~~half~~quarter ofand ~~2025~~into 2026, ~~compared~~due to anour ~~organic~~pick-up ~~increase of 1.5% during the first half of 2024. This was a result of net client losses~~ in ~~our retail, health care, and auto & transportation sectors partially offset by~~ net ~~client~~new ~~wins~~business in ~~our financial services and food and beverage sectors~~2025, asto ~~well~~new asofferings ~~increased~~including ~~spending from existing clients in~~ our ~~technology~~principal &trading ~~telecom sector. During the first half of 2025~~platform, ~~our~~and ~~Adjusted EBITA margin on revenue before billable expenses decreased~~ to ~~5.8% from 12.1% in~~ the ~~prior-year~~significant ~~period~~changes aswe’ve ~~the~~made ~~decrease~~ in ~~revenue before billable expenses outpaced~~ the ~~decrease~~business inthrough ~~operating~~our ~~expenses,~~program ~~excluding billable expenses and amortization~~ of ~~acquired~~strategic ~~intangibles~~transformation. ~~Adjusted~~Our ~~EBITA~~client ~~includes~~offerings ~~$321.3~~will ofbe ~~restructuring~~further ~~charges~~enhanced ~~related~~by tothe ~~our~~very ~~2025~~strong ~~restructuring~~strategic ~~actions~~fit ~~and~~with ~~$15.7 of deal costs related to~~ the ~~planned~~capabilities ~~acquisition~~and ofgeographies ~~IPG~~at by Omnicom~~, which had a (7~~.~~7)%~~ ~~and (0.4)% impact, respectively, on Adjusted EBITA margin on revenue before billable expenses. See further discussion below in the “Results of Operations” section.~~

32In the third quarter, client growth was led by the Food & Beverage sector, where we have tailwinds due to net business wins, and by solid performance across the Financial Services, Health Care, and Technology & Telecom sectors. Growth in the Health Care sector, despite the impact of trailing client activity, was a highlight in the quarter. Revenue headwinds due to prior period losses weighed on the Retail, Auto and Consumer Goods sectors. Our Other sector, which includes public sector clients, also decreased in the quarter, impacted by macro factors.

Our adjusted EBITA in the third quarter of 2025 was $242.8. Adjusted EBITA in the third quarter of 2025 includes the impact of $129.5 of restructuring charges related to our 2025 restructuring actions and $22.8 of deal costs related to the planned acquisition of IPG by Omnicom, which had a (6.1)% and (1.1)% impact, respectively, on adjusted EBITA margin on revenue before billable expenses. Our third quarter result, which builds on our step-function improvement in this year’s second quarter, is due to our program of strategic transformation and structural cost reduction, as well as to our underlying strong performance in media and healthcare.

Our investment in transformation and restructuring, reflected in restructuring charges, was $129.5 and $450.8 in the third quarter and first nine months of 2025, respectively, a substantial portion of which was non-cash. These expenses are commensurate with the significant scope of opportunity and action identified by management for operational improvement and structural cost savings.

We continued to demonstrate significant progress across our primary measures of success for transformational achievement: greater functional centralization to further our enterprise-level focus on platform benefits in key areas, including client-facing capabilities such as production and analytics, as well corporate functions such as IT, finance, and HR management. This accelerates the evolution of our organization and enhances the parts of our business that are growing while addressing areas of the portfolio where we see opportunity to embed precision and performance more fully into our service offerings. As a result, we have become both a more agile and efficient company, and exceeded our initial objectives for enterprise re-design, client service delivery enhancements and ongoing operating efficiencies.

Our diluted EPS in the third quarter of 2025 was $0.34, which included several expense items that had significant per-share impacts on that reported result. Diluted EPS includes negative impacts of $0.27 from restructuring charges, $0.06 related to deal costs, $0.05 from the amortization of acquired intangibles, and $0.02 related to a partial settlement of a domestic pension plan. Adjusted EPS also includes the positive impact of $0.01 from net gains on sales of businesses and the classification of certain assets as held for sale.

During the third quarter of 2025, we returned $69 to shareholders under our share repurchase program, bringing total year-to-date share repurchases to $257.

Performance in the third quarter and first nine months of 2025 is largely consistent with our expectations for revenue and margin as previously guided for the full year. Despite the fact that volatility in the macro environment remained elevated in the third quarter, clients continued to engage with us constructively in order to evaluate their alternatives across marketing investment levels, content and messaging, and the optimal mix of channels and disciplines. These conversations are specific to each of their business situations and desired business outcomes. Our engagement with clients across the portfolio, given its wide range, allows us to report that marketers as a whole have not reacted reflexively to the changing business landscape. While there is variation by individual client, our overall experience has netted out at levels that are broadly consistent with what we expected, and we have not seen a marked change in net client activity.

We believe that the forthcoming combination with Omnicom offers compelling benefits for clients and shareholders. Combining our deep pools of talent, and our complementary capabilities, geographic strengths, and platform assets, will result in an organization with unmatched ability to deliver business outcomes for marketers in every industry sector, around the world. Together, we are confident that we will create a company that can drive growth for clients with the most comprehensive and powerful range of marketing and sales solutions incorporating data, media, creativity, and technology. It’s an exciting vision and one that we are confident will soon become a reality.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

RESULTS OF OPERATIONS

Consolidated Results of Operations – Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 Compared to Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2024

Revenue before billable expenses

Our revenue before billable expenses is directly impacted by the retention and spending levels of existing clients and by our ability to win new clients. Most of our expenses are recognized ratably throughout the year and are therefore less seasonal than revenue. Our revenue before billable expenses is typically lowest in the first quarter and highest in the fourth quarter, reflecting the seasonal spending of our clients.

			Components of Change								Change
	Three months ended June 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Three months ended June 30, 2025		Organic		Total
	Three months ended September 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Three months ended September 30, 2025		Organic		Total
Consolidated	$	2,~~327~~242.17	$	717.98	$	(7960.97)	$	(8264.42)	$	2,~~172~~135.76	(32.59)	%	(64.68)	%
Domestic	1,~~525~~467.58		—		(5946.72)		(3922.53)		1,~~426~~399.3		(21.65)	%	(64.57)	%
International	~~801~~774.69		717.98		(2014.25)		(4241.9)		~~746~~736.43		(5.4)	%	(65.90)	%
United Kingdom	193.78		97.69		(64.52)		(1816.81)		~~178~~181.04		(98.73)	%	(86.14)	%
Continental Europe	~~199~~177.25		710.46		(0.96)		(37.25)		~~202~~180.50		(14.62)	%	1.74	%
Asia Pacific	~~167~~156.39		(0.73)		(52.14)		(229.74)		~~140~~144.28		(~~13.~~6.0)	%	(167.27)	%
Latin America	~~102~~111.29		(92.13)		(7.72)		1(14.4)		8688.80		1(12.49)	%	(1521.14)	%
Other	~~139~~134.28		(01.7)9		(0.01)		05.45		~~138~~142.91		04.31	%	(05.2)4	%

The organic decrease of revenue before billable expenses was (32.59)% during the ~~second~~third quarter of 2025. The decrease was due to net client losses in our retail and auto & transportation sectors, as well as decreased spending from existing clients in our other sector, partially offset by net client wins and increased spending from existing clients in our health care and food and beverage sectors. The organic decrease in our domestic market was primarily due to revenue decreases at our sports marketing business, advertising businesses, ~~and~~ digital project-based offerings and data management and analytics, partially offset by revenue increases at our ~~experiential businesses, public relations agencies and~~ media businesses. In our international markets, the organic decrease was primarily due to revenue decreases at our media businesses and our digital project based offerings across nearly all ~~disciplines~~regions, as well as decreases in our advertising businesses primarily in our ~~Asia~~Latin ~~Pacific~~America and United Kingdom regions, partially offset by revenue increases at our ~~media~~advertising businesses in our Other region, led by ~~Canada,~~the asMiddle ~~well as at our advertising businesses in our Latin America region~~East.

			Components of Change								Change
	Six months ended June 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Six months ended June 30, 2025		Organic		Total
	Nine months ended June 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Nine months ended June 30, 2025		Organic		Total
Consolidated	$	46,~~510~~752.07	$	(191.24)	$	(~~161~~222.52)	$	(~~160~~224.35)	$	46,~~169~~304.06	(3.63)	%	(76.6)	%
Domestic	34,~~001~~469.86		—		(~~118~~164.35)		(99121.03)		24,~~784~~183.58		(32.37)	%	(76.24)	%
International	12,~~508~~283.21		(191.24)		(4357.27)		(61103.32)		12,~~384~~120.58		(4.15)	%	(87.21)	%
United Kingdom	~~371~~565.75		715.87		(1216.46)		(2945.78)		~~337~~518.48		(8.01)	%	(98.23)	%
Continental Europe	~~378~~556.72		011.73		(34.73)		(311.94)		~~371~~551.8		(12.0)	%	(10.8)	%
Asia Pacific	~~310~~467.10		(3.47)		(1114.60)		(3545.60)		~~259~~404.53		(119.56)	%	(1613.34)	%
Latin America	~~189~~301.32		(1921.47)		(1421.79)		4(10.13)		~~159~~247.3		2(3.24)	%	(1517.89)	%
Other	~~258~~393.42		(43.90)		(0.89)		39.83		~~256~~398.56		12.54	%	(01.7)4	%

The organic decrease of revenue before billable expenses was (3.63)% during the first ~~half~~nine months of 2025. The decrease was due to net client losses in our retail, auto & transportation, and health care sectors, as well as decreased spending from existing clients in our other sector, partially offset by net client wins and increased spending from existing clients in our food and beverage and financial services sectors, as well as increased spending from existing clients in our technology & telecom sector. The organic decrease in our domestic market was primarily due to revenue decreases at our advertising and digital project-based offerings, partially offset by revenue increases at our media businesses ~~and public relations agencies~~. In our international markets, the (4.15)% organic decrease was due to revenue decreases at our media businesses and advertising offerings in our Asia Pacific, ~~and~~ United ~~Kingdom regions, partially offset by revenue increases at our media businesses in our Other region led by Canada and most disciplines in our Latin America region.~~

~~Refer to the segment discussion later in this MD&A for information on changes in revenue before billable expenses by segment.~~34

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Kingdom and Latin America regions, partially offset by revenue increases at our media businesses in our Other region led by Canada.

Refer to the segment discussion later in this MD&A for information on changes in revenue before billable expenses by segment.

Salaries and Related Expenses

	Three months ended June 30,								Six months ended June 30,
	Three months ended September 30,								Nine months ended September 30,
	2025			2024			% Increase/(Decrease)		2025			2024			% Increase/(Decrease)
Salaries and related expenses	$	1,~~378~~370.23		$	1,~~557~~464.60		(116.54)	%	$	24,~~792~~162.69		$	34,~~130~~594.4		(109.84)	%
As a % of revenue before billable expenses:
Salaries and related expenses	6364.42		%	6665.93		%			6766.0		%	6968.40		%
Base salaries, benefits and tax	5657.57		%	5758.80		%			5958.48		%	6059.35		%
Incentive expense	32.01		%	32.52		%			3.61		%	32.18		%
Severance expense	0.2		%	1.51		%			0.2		%	1.86		%
Temporary help	3.13		%	3.0		%			3.12		%	3.21		%
All other salaries and related expenses	0.69		%	1.10		%			0.7		%	1.0		%

Total salaries and related expenses decreased (116.54)% during the ~~second~~third quarter of 2025 as compared to the prior-year period, primarily driven by decreased base salaries, benefits and tax, asand ~~well as decreases in~~ severance ~~and performance-based employee compensation expenses~~expense.

Total salaries and related expenses decreased (109.84)% during the first ~~half~~nine months of 2025 as compared to the prior-year period, primarily driven byfactors ~~decreased~~similar ~~base~~to ~~salaries,~~those ~~benefits~~noted ~~and~~above ~~tax,~~the asthird ~~well~~quarter asof ~~decreases in severance and temporary help expenses~~2025, partially offset by an increase in performance-based employee compensation expense.

All other salaries and related expenses included $4.1 of deal costs related to the planned acquisition of IPG by Omnicom during the third quarter and first nine months of 2025.

Office and Other Direct Expenses

	Three months ended June 30,								Six months ended June 30,
	Three months ended September 30,								Nine months ended September 30,
	2025			2024			% Increase/(Decrease)		2025			2024			% Increase/(Decrease)
Office and other direct expenses	$	~~325~~304.25		$	~~358~~327.41		(96.39)	%	$	~~644~~948.49		$	~~680~~1,007.56		(5.38)	%
As a % of revenue before billable expenses:
Office and other direct expenses	1514.03		%	1514.46		%			15.51		%	1514.19		%
Occupancy expense	3.8		%	4.12		%			43.09		%	4.2		%
All other office and other direct expenses 1	1110.25		%	1110.34		%			11.52		%	10.97		%

1Includes client service costs, including technology & software, non-pass through production expenses, travel and entertainment, professional fees, spending to support new business activity, office supplies, bad debt expense, adjustments to contingent acquisition obligations, foreign currency losses (gains) and other expenses.

Office and other direct expenses decreased by (96.39)% during the ~~second~~third quarter of 2025 as compared to the prior-year period. The decrease in office and other direct expenses was primarily driven by decreases in occupancy expense, ~~professional~~largely ~~consulting~~related ~~fees,~~to ~~new~~savings ~~business~~as ~~development~~a result of real estate restructuring actions taken in 2025, ~~and~~as ~~travel~~well ~~and~~as ~~entertainment~~decreased ~~expenses~~professional consulting fees, partially offset by increases in technology & software expenses~~, as well as increased foreign currency losses~~.

Office and other direct expenses decreased by (5.3)% during the first half of 2025 as compared to the prior-year period. The decrease in office and other direct expenses was primarily driven by factors similar to those noted above for the second quarter of 2025.35

Selling, General and Administrative Expenses

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~performance-based~~Office ~~employee~~and ~~compensation~~other direct expenses. ~~Deal~~decreased ~~costs~~by ~~related~~(5.8)% toduring the ~~planned~~first ~~acquisition~~nine ~~were~~months ~~$10.9~~of ~~and~~2025 ~~$15.7,~~as ~~respectively,~~compared ~~for~~to the ~~three~~prior-year period. The decrease in office and ~~six~~other ~~months~~direct ~~ended~~expenses ~~June~~was ~~30,~~primarily ~~2025~~driven ~~and~~by ~~were~~factors ~~comprised~~similar ofto ~~legal,~~those ~~professional~~noted ~~and~~above ~~filing~~for ~~fees~~the third quarter of 2025.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) are primarily the unallocated expenses of our "Corporate and Other" group, as detailed further in the segment discussion later in this MD&A, excluding depreciation and amortization. For the three and nine months ended September 30, 2025, SG&A increased as compared to the prior-year period, primarily due to deal costs incurred related to the planned acquisition of IPG by Omnicom, as well as increases in technology & software and performance-based employee compensation expenses. SG&A includes deal costs related to the planned acquisition of $18.7 and $34.4, respectively, for the three and nine months ended September 30, 2025, which were comprised of legal, professional and filing fees, as well as retention-related compensation expenses.

Depreciation and Amortization

During the ~~second~~third quarter and first ~~half~~nine months of 2025, depreciation and amortization expenses decreased, compared to the prior-year period.

Impairment of Goodwill

During the third quarter and first nine months of 2024, we recorded impairment of goodwill of $232.1.

Restructuring Charges

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Severance and termination costs	$	5344.3	$	—	$	~~133~~177.47	$	—
Lease impairment costs	2314.16		0.34		93108.40		01.93
Other related costs	4170.6		0.01		94165.51		0.01
Total restructuring charges	$	~~118~~129.05	$	0.35	$	~~321~~450.38	$	01.94

2025 Restructuring Actions

Other related costs primarily include leasehold improvements and furniture and asset retirement obligations associated with office spaces vacated as part of the 2025 restructuring actions, third-party costs to assist in identifying areas of structural expense savings in relation to our restructuring initiatives, and write-offs of unutilized assets. Leasehold improvements and furniture and asset retirement obligations were estimated using market participant assumptions including forecasted net discounted cash flows.36

	2025 Restructuring Actions
	Restructuring Expense		Non-Cash Items		Cash Payments		Liability at June 30, 2025
Severance and termination costs	$	133.4	$	4.3	$	73.1	$	56.0
Lease impairment costs	93.4		93.2		0.2		—
Other related costs	94.5		48.4		29.9		16.2
Total	$	321.3	$	145.9	$	103.2	$	72.2

2022 Real Estate Actions & 2020 Restructuring Plan

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~There~~Other ~~were~~related nocosts ~~adjustments~~primarily toinclude ~~the~~leasehold ~~2020~~improvements ~~Plan~~and furniture and ~~2022~~asset ~~Real~~retirement ~~Estate~~obligations ~~Actions~~associated ~~for~~with ~~the~~office ~~three~~spaces ~~and~~vacated ~~six~~as ~~months~~part ~~ended~~of ~~June~~the 302025 restructuring actions, ~~2025.~~third-party ~~Net~~costs to assist in identifying areas of structural expense savings in relation to our restructuring ~~charges~~initiatives, write-offs of ~~$0.3~~unutilized assets, and ~~$0.9~~losses ~~for~~on ~~the~~sales ~~three~~of equity and ~~six~~debt ~~months~~investments. ~~ended~~Leasehold ~~June~~improvements ~~30,~~and ~~2024,~~furniture ~~respectively~~and ~~were~~asset ~~related~~retirement toobligations ~~adjustments~~were toestimated ~~our~~using ~~restructuring~~market ~~actions~~participant ~~taken~~assumptions inincluding ~~2020~~forecasted ~~and~~net ~~2022~~discounted cash flows.

A summary of the restructuring activities related to the 2025 restructuring actions is as follows:


	2025 Restructuring Actions
	Restructuring Expense		Non-Cash Items		Cash Payments		Liability at September 30, 2025
Severance and termination costs	$	177.7	$	4.7	$	122.0	$	51.0
Lease impairment costs	108.0		107.8		0.2		0.0
Other related costs	165.1		67.3		73.9		23.9
Total	$	450.8	$	179.8	$	196.1	$	74.9

2022 Real Estate Actions & 2020 Restructuring Plan

There were no adjustments to the 2020 Plan and 2022 Real Estate Actions for the three and nine months ended September 30, 2025. Net restructuring charges of $0.5 and $1.4 for the three and nine months ended September 30, 2024, respectively, were related to adjustments to our restructuring actions taken in 2020 and 2022.

EXPENSES AND OTHER INCOME

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Cash interest on debt obligations	$	(5048.58)	$	(5654.86)	$	(~~100~~149.53)	$	(~~119~~173.39)
Non-cash interest	—(0.1)		(10.13)		(0.12)		(1.47)
Interest expense	(5048.59)		(5754.9)		(~~100~~149.65)		(~~120~~175.76)
Interest income	2624.23		3634.62		6085.81		85119.35
Net interest expense	(24.36)		(2120.37)		(3964.84)		(3556.41)
Other expense, net	(15.47)		(1.2.7)		(3844.30)		(1013.74)
Total (expenses) and other income	$	(2530.73)	$	(2223.54)	$	(78108.14)	$	(4669.15)

Net interest expense increased by $3.09 and by $48.43 for the three and ~~six~~nine months ended ~~June~~September 30, 2025, compared to a year ago, primarily attributable to lower interest rates on net deposits and investments.

Other Expense, Net

Results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 include certain items that are not directly associated with our revenue-producing operations.

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net gains/(losses) on sales of businesses	$	14.95	$	2.(1.7)	$	(3430.50)	$	(46.74)
Other	(310.32)		(31.30)		(314.80)		(67.0)
Total other expense, net	$	(15.47)	$	(1.2.7)	$	(3844.30)	$	(1013.74)

Net gains/(losses) on sales of businesses – During the three and ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025 and 2025, the amounts recognized ~~were~~primarily related to ~~sales~~business ofdisposal ~~businesses~~activities, ~~and~~including the classification of certain assets and liabilities, ~~consisting primarily of cash, accounts receivable and accounts payable,~~ as held for sale, within our MD&E, IA&C and SC&E reportable segments. During the three and six months ended June 30, 2025, the amounts recognized were primarily related to the sales of two digital specialist agencies within our MD&E segment, which closed in the fourth quarter of 2024 and the first quarter of 2025.

INCOME TAXES

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
INCOME BEFORE INCOME TAXES	$	218.0	$	295.7	$	123.6	$	456.3
Provision for income taxes	$	54.6	$	75.6	$	45.4	$	122.9

Our tax rates are affected by many factors, including our worldwide earnings from various countries, changes in legislation and tax characteristics of our income. For the three and six months ended June 30, 2025, our income tax expense was negatively impacted by our restructuring charges of $118.0 and $321.3, respectively, as well as losses related to the disposition of previously held for sale entities for which we recorded a nominal tax benefit and by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances. This was partially offset by the release of previously recorded reserves for tax contingencies.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~For~~Other – During the three and ~~six~~nine months ended ~~June~~September 30, 2024, ~~our~~and ~~income~~three ~~tax~~months ~~expense~~ended ~~was~~September ~~negatively~~30, ~~impacted~~2025, ~~by net losses on sales of businesses and~~ the ~~classification~~amounts ofrecognized ~~certain~~were ~~assets~~primarily asrelated ~~held~~to ~~for~~pension ~~sale~~and ~~for~~post-retirement ~~which~~costs. weDuring ~~received~~the ~~minimal~~nine ~~tax~~months ~~benefit~~ended ~~and~~September by30, ~~losses~~2025, inthe ~~certain~~amounts ~~foreign~~recognized ~~jurisdictions~~were ~~where~~primarily werelated ~~receive no tax benefit due~~ to ~~100%~~pension ~~valuation~~and ~~allowances.~~post-retirement ~~Our~~costs, ~~income~~partially ~~tax~~offset ~~expense was positively impacted~~ by ~~the~~changes ~~settlement~~in of the ~~2017~~fair ~~through~~market ~~2019~~value ~~New~~of ~~York~~equity ~~State income tax audit~~investments.

INCOME TAXES


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
INCOME BEFORE INCOME TAXES	$	188.7	$	109.5	$	312.3	$	565.8
Provision for income taxes	$	58.7	$	85.3	$	104.1	$	208.2

Our tax rates are affected by many factors, including our worldwide earnings from various countries, changes in legislation and tax characteristics of our income. For the three and nine months ended September 30, 2025, our income tax rate was negatively impacted by losses related to the disposition of previously held for sale entities for which we recorded a nominal tax benefit and by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances. This was partially offset by the release of previously recorded reserves for tax contingencies.

For the three and nine months ended September 30, 2024, our income tax expense was negatively impacted by the net tax expense on entities classified as held for sale, a reduced tax benefit on impairment of goodwill, and by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances. Our income tax expense was positively impacted by the settlement of the 2017 through 2019 New York State income tax audit.

EARNINGS PER SHARE

Basic ~~and diluted~~ earnings per share available to IPG common stockholders for the three and ~~six~~nine months ended ~~June~~September 30, 2025 were $0.4434 and $0.2155, respectively, compared to basic earnings per share of $0.05 and $0.92 for the three and nine months ended September 30, 2024, respectively. Diluted earnings per share available to IPG common stockholders for the three and nine months ended September 30, 2025 were $0.34 and $0.54, respectively, compared to diluted earnings per share of $0.5705 and $0.8691 for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

Basic and diluted earnings per share for the three months ended ~~June~~September 30, 2025 included negative impacts of $0.05 from the amortization of acquired intangibles, $0.2427 from restructuring charges, ~~and~~ $0.0306 related to deal costs related to the planned acquisition of IPG by Omnicom, and $0.02 related to the partial settlement of a domestic pension plan, partially offset by a positive impact of $0.01 from net gains on sales of businesses and the classification of certain assets as held for sale.

Basic and diluted earnings per share for the ~~six~~nine months ended ~~June~~September 30, 2025 included negative impacts of $0.0914 from the amortization of acquired intangibles, $0.6592 from restructuring charges, $0.0410 related to deal costs related to the planned acquisition of IPG by Omnicom, $0.02 related to the partial settlement of a domestic pension plan, and $0.0908 from net losses on sales of businesses.

Basic and diluted earnings per share for the three months ended ~~June~~September 30, 2024 included negative impacts of $0.04 from the amortization of acquired intangibles, $0.57 and $0.56, respectively, from impairment of goodwill, and $0.04 from net losses on sales of businesses and the classification of certain assets as held for sale.

Basic and diluted earnings per share for the ~~six~~nine months ended ~~June~~September 30, 2024 included negative impacts of $0.0913 from the amortization of acquired intangibles, $0.56 from impairment of goodwill and $0.0206 from net losses on sales of businesses and the classification of certain assets as held for sale.

Segment Results of Operations – Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 Compared to Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2024

As discussed in Note 12 to the unaudited Consolidated Financial Statements, we have three reportable segments as of ~~June~~September 30, 2025: MD&E, IA&C and SC&E. We also report results for the “Corporate and Other” group.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Media, Data & Engagement Solutions

Revenue before billable expenses

			Components of Change								Change
	Three months ended June 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Three months ended June 30, 2025		Organic		Total
	Three months ended September 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Three months ended September 30, 2025		Organic		Total
Consolidated	$	1,~~058~~025.72	$	1.7.3	$	(7949.82)	$	(3244.95)	$	~~947~~938.78	(34.13)	%	(108.54)	%
Domestic	~~677~~656.83		—		(5935.70)		(67.26)		~~611~~613.97		(01.92)	%	(96.75)	%
International	~~380~~368.9		1.7.3		(2014.12)		(2636.79)		~~335~~325.81		(710.0)	%	(11.89)	%

The organic decrease during the ~~second~~third quarter of 2025 was mainly attributable to net client losses in our retail and consumer goods sectors, ~~partially~~with ~~offset~~the bylargest ~~net~~of ~~client~~these ~~wins~~losses inpreviously ~~our~~announced ~~financial~~in ~~services~~2024, ~~sector~~partially ~~and~~offset by increased spending from existing clients in our ~~technology~~food &and ~~telecom~~beverage ~~sector~~and financial services sectors. The organic decrease in our domestic market during the ~~second~~third quarter of 2025 was primarily ~~driven~~due byto revenue decreases at our digital project-based offerings and data management and analytics, partially offset by revenue increases at our media businesses. In our international markets, the organic decrease was primarily due to revenue decreases at our media businesses ~~primarily~~across innearly ~~our~~all ~~Asia Pacific, United Kingdom and Continental Europe~~ regions~~, partially offset by revenue increases at our media businesses primarily in our Other region led by Canada~~.

			Components of Change								Change
	Six months ended June 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Six months ended June 30, 2025		Organic		Total
	Nine months ended September 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Nine months ended September 30, 2025		Organic		Total
Consolidated	$	23,~~020~~043.18	$	(125.74)	$	(~~159~~208.35)	$	(1256.70)	$	12,~~835~~773.49	(01.68)	%	(98.19)	%
Domestic	1,~~311~~966.31		—		(~~118~~153.3)		2014.61		1,~~213~~826.69		10.67	%	(7.51)	%
International	~~708~~1,077.87		(125.74)		(4155.02)		(3370.31)		~~621~~947.80		(46.75)	%	(12.31)	%

37The organic decrease during the first nine months of 2025 was mainly attributable to net client losses, with the largest of these losses previously announced in 2024, in our retail, consumer goods and auto & transportation sectors, partially offset by higher spending from existing clients and net client wins in our food and beverage, health care and financial services sectors, as well as increased spending from existing clients in our technology & telecom sector. The 0.7% organic increase during the first nine months of 2025 in our domestic market was attributable to revenue increases at our media businesses, partially offset by revenue decreases at our digital project-based offerings. In our international markets, the organic decrease was primarily driven by revenue decreases at our media businesses in our Asia Pacific, United Kingdom and Latin America regions, as well as decreases in our digital project-based offerings in our Continental Europe and United Kingdom regions, partially offset by revenue increases at our media businesses in our Other region led by Canada.

Segment EBITA


	Three months ended September 30,								Nine months ended September 30,
	2025			2024			Change		2025		2024		Change
Segment EBITA	$	173.5		$	195.5		(11.3)	%	436.1		465.3		(6.3)	%
Segment EBITA margin on revenue before billable expenses	18.5		%	19.1		%			15.7	%	15.3	%

Segment EBITA margin decreased during the third quarter of 2025 compared to the prior-year period as the decrease in revenue before billable expenses, as discussed above, outpaced the decrease in operating expenses, excluding billable expenses, amortization of acquired intangibles and impairment of goodwill. Segment EBITA reflects the inclusion of $37.1 and $0.3 of restructuring charges for the three months ended September, 2025 and 2024, respectively, as well as $2.0 of deal costs related to the planned acquisition of IPG by Omnicom for the three months ended September 30, 2025. Salaries and related expenses decreased as compared to the prior-year period, primarily due to decreases in base salaries, benefits and tax, performance-based employee compensation and severance expenses. Office and other direct expenses decreased due to decreases in occupancy expense, largely related to savings as a result of real estate restructuring actions taken in 2025, as well as decreased professional consulting fees and lower foreign currency losses partially offset by an increase in technology & software expenses.

Segment EBITA margin increased during the first nine months of 2025 compared to the prior-year period, as the decrease in our operating expenses, excluding billable expenses, amortization of acquired intangibles and impairment of goodwill,

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~The~~outpaced ~~organic~~the decrease ~~during~~in ~~the~~our ~~first~~revenue ~~half~~before ofbillable ~~2025~~expenses, ~~was~~as ~~mainly~~discussed ~~attributable~~above. toSegment ~~net~~EBITA ~~clients~~reflects ~~losses~~the ininclusion ~~our~~of ~~retail,~~$113.3 ~~consumer goods~~ and ~~auto~~$0.8 &of ~~transportation~~restructuring ~~sectors,~~charges ~~partially~~for ~~offset~~the bynine ~~higher~~months ~~spending~~ended ~~from~~September ~~existing~~30, ~~clients~~2025 and ~~net~~2024, ~~client~~respectively, ~~wins~~as inwell ~~our~~as ~~healthcare~~$2.0 ~~and~~of ~~food~~deal &costs ~~beverage~~related ~~sectors~~to ~~and~~the ~~increased~~planned ~~spending~~acquisition ~~from~~of ~~existing~~IPG ~~clients~~by inOmnicom ~~our~~for ~~technology~~the &nine ~~telecom~~months ~~sector.~~ended ~~The~~September 130, 2025.6% ~~organic~~Salaries ~~increase~~and ~~during~~related ~~the~~expenses ~~first~~decreased ~~half~~as ofcompared ~~2025~~to inthe ~~our~~prior-year ~~domestic~~period, ~~market~~primarily ~~was~~driven ~~attributable~~by todecreases ~~revenue~~in ~~increases~~base atsalaries, ~~our~~benefits, ~~media businesses~~ and ~~data management and analytics~~tax, ~~partially~~as ~~offset~~well byas ~~revenue~~ decreases atin ~~our~~severance ~~digital~~and ~~project-based~~temporary ~~offerings~~help expenses. InOffice ~~our~~and ~~international~~other ~~markets,~~direct ~~the~~expenses ~~organic~~decreased ~~decrease was~~ primarily ~~driven~~due byto ~~revenue~~ decreases atin ~~our~~occupancy ~~media~~expense, ~~businesses~~largely inrelated ~~our~~to ~~Asia~~savings ~~Pacific~~as ~~and~~a ~~United~~result ~~Kingdom~~of ~~regions~~real ~~and~~estate ~~decreases~~restructuring atactions ~~decreases~~taken atin ~~our~~2025, ~~digital~~as ~~project-based~~well ~~offerings~~as ~~primarily~~decreased inprofessional ~~our~~consulting ~~United~~fees ~~Kingdom~~ and ~~Continental~~new ~~Europe~~business ~~regions~~development expense, partially offset by ~~revenue~~an ~~increases~~increase ~~at our media businesses~~ in ~~our~~technology ~~Other~~& ~~region~~software ~~led by Canada~~expenses.

~~Segment~~Depreciation ~~EBITA~~and amortization, excluding amortization of acquired intangibles, as a percentage of revenue before billable expenses was 2.4% and 2.5% during the during the third quarter and first nine months of 2025, which decreased slightly as compared to the prior-year periods.

	Three months ended June 30,								Six months ended June 30,
	2025			2024			Change		2025		2024		Change
Segment EBITA	$	184.8		$	175.4		5.4	%	260.2		268.1		(2.9)	%
Segment EBITA margin on revenue before billable expenses	19.5		%	16.6		%			14.2	%	13.3	%

Segment EBITA margin increased during the second quarter of 2025 compared to the prior-year period, as the decrease in our operating expenses, excluding billable expenses and amortization of acquired intangibles, outpaced the decrease in our revenue before billable expenses, as discussed above. Segment EBITA reflects the inclusion of $22.4 and $0.3 of restructuring charges for the three months ended June, 2025 and 2024, respectively. Salaries and related expenses decreased as compared to the prior-year period, primarily due to decreases in base salaries, benefits and tax and severance expense. Office and other direct expenses decreased mainly due to decreases in occupancy expense, professional consulting fees, new business development, and travel and entertainment expenses, partially offset by an increase in technology & software expenses and foreign currency losses.

Segment EBITA margin increased during the first half of 2025 compared to the prior-year period, as the decrease in our operating expenses, excluding billable expenses and amortization of acquired intangibles, outpaced the decrease in our revenue before billable expenses, as discussed above. Segment EBITA reflects the inclusion of $76.3 and $0.3 of restructuring charges for the six months ended June 30, 2025 and 2024, respectively. The decrease in salaries and related expenses, as compared to the prior-year period, was primarily driven by factors similar to those noted for the second quarter of 2025, as well as decreases in temporary help expense, partially offset by increases in performance-based employee compensation expense. Office and other direct expenses decreased primarily driven by factors similar to those noted above for the second quarter of 2025.

Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of revenue before billable expenses was 2.5% and 2.6% during the during the second quarter and first half of 2025, which decreased slightly as compared to the prior-year periods.

Integrated Advertising & Creativity Led Solutions

Revenue before billable expenses

			Components of Change								Change
	Three months ended June 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Three months ended June 30, 2025		Organic		Total
	Three months ended September 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Three months ended September 30, 2025		Organic		Total
Consolidated	$	~~914~~849.94	$	37.1	$	—	$	(578.54)	$	~~860~~848.51	(61.30)	%	(50.92)	%
Domestic	~~599~~546.36		—		—		(465.18)		~~553~~540.28		(71.71)	%	(71.71)	%
International	~~315~~302.68		37.1		—		(112.46)		307.3		(30.69)	%	(21.6)5	%

The organic decrease during the ~~second~~third quarter of 2025 was due to net client losses and decreased spending from existing clients in our ~~healthcare,~~ auto & transportation, retail and ~~retail~~other sectors, partially offset by net client wins ~~and higher spending from existing clients~~ in our ~~consumer~~health ~~goods~~care ~~sector~~ and ~~net~~consumer ~~client~~goods ~~wins in our food & beverage sector~~sectors. The (71.71)% organic decrease during the ~~second~~third quarter of 2025 in our domestic market was due to revenue decreases in our advertising businesses. In our international markets, the (30.69)% organic decrease was due to revenue decreases in our advertising businesses primarily in the Latin America and United Kingdom regions, partially offset by revenue increases in our Other region led by the Middle East.


			Components of Change								Change
	Nine months ended September 30, 2024		Foreign Currency		Net Acquisitions/ (Divestitures)		Organic		Nine months ended September 30, 2025		Organic		Total
Consolidated	$	2,647.1	$	0.4	$	—	$	(156.9)	$	2,490.6	(5.9)	%	(5.9)	%
Domestic	1,748.1		—		—		(137.3)		1,610.8		(7.9)	%	(7.9)	%
International	899.0		0.4		—		(19.6)		879.8		(2.2)	%	(2.1)	%

The organic decrease during the first nine months of 2025 was primarily due to net client losses in our health care and auto & transportation sectors, as well as net client losses and lower spending from existing clients in our retail and other sectors, partially offset by net client wins and higher spending from existing clients in our consumer goods sector and net client wins in our technology & telecom sector. The (7.9)% organic decrease during the first nine months of 2025 in our domestic market was due to revenue decreases in our advertising businesses. In our international markets, the (2.2)% organic decrease was due to revenue decreases in our advertising businesses primarily in our United Kingdom and Asia Pacific regions, partially offset by revenue increases in our Continental Europe region.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

was due to revenue decreases in our advertising businesses primarily in the United Kingdom and Other region led by the Middle East, partially offset by revenue increases in the Continental Europe and Latin America regions.

			Components of Change								Change
	Six months ended June 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Six months ended June 30, 2025		Organic		Total
Consolidated	$	1,796.2	$	(6.7)	$	—	$	(147.3)	$	1,642.2	(8.2)	%	(8.6)	%
Domestic	1,200.0		—		—		(130.4)		1,069.6		(10.9)	%	(10.9)	%
International	596.2		(6.7)		—		(16.9)		572.6		(2.8)	%	(4.0)	%

The organic decrease during the first half of 2025 was due to net client losses and lower spending from existing clients in our health care, auto & transportation, and retail sectors partially offset by net client wins in our technology & telecom and consumer goods sectors, as well as increased spending from existing clients in our financial services sector. The (10.9)% organic decrease during the first half of 2025 in our domestic market was due to revenue decreases in our advertising businesses. In our international markets, the (2.8)% organic decrease was due to revenue decreases in our advertising businesses primarily in our United Kingdom, Other and Asia Pacific regions, partially offset by revenue increases in our Continental Europe and Latin America regions.

Segment EBITA

	Three months ended June 30,								Six months ended June 30,
	Three months ended September 30,								Nine months ended September 30,
	2025			2024			Change		2025			2024			Change
Segment EBITA	$	84117.48		$	~~138~~133.75		(3911.18)	%	$	83198.16		$	~~247~~378.19		(6647.46)	%
Segment EBITA margin on revenue before billable expenses	913.89		%	15.27		%			58.10		%	1314.83		%

Segment EBITA margin decreased during the ~~second~~third quarter of 2025 compared to the prior-year period, as revenue before billable expenses, as discussed above, decreased and our operating expenses, excluding billable expenses and amortization of acquired intangibles, ~~remained relatively flat~~increased. Segment EBITA reflects the inclusion of $5924.25 of restructuring charges for the three months ended ~~June~~September 30, 2025, as well as $1.7 of deal costs related to the planned acquisition of IPG by Omnicom. Salaries and related expenses decreased as compared to the prior-year period, ~~primarily~~ due to decreased base salaries, benefits and tax, asand ~~well~~severance asexpense, ~~decreases~~partially inoffset ~~severance~~by ~~expense~~increases ~~and~~in performance-based employee compensation and temporary help expenses. Office and other direct expense decreased mainly due to decreases in occupancy ~~and~~expense, ~~new~~largely ~~business~~related ~~development,~~to assavings ~~well~~ as a ~~decrease~~result inof ~~foreign~~real ~~currency~~estate ~~losses~~restructuring actions taken in 2025, partially offset by an increase in technology & software expense.

Segment EBITA margin decreased during the first ~~half~~nine months of 2025 compared to the prior-year period, as revenue before billable expenses, as discussed above, decreased and our operating expenses, excluding billable expenses and amortization of acquired intangibles, increased. Segment EBITA reflects the inclusion of $~~114~~139.50 and $0.3 of restructuring charges for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024., ~~Salaries~~as ~~and~~well ~~related~~as ~~expenses~~$1.7 ~~decreased~~of asdeal ~~compared~~costs related to the ~~prior-year~~planned ~~period~~acquisition ~~primarily~~of ~~driven~~IPG by ~~decreased~~Omnicom ~~base~~for ~~salaries,~~the ~~benefits~~nine ~~and~~months ~~tax,~~ended asSeptember ~~well~~30, as2025. aSalaries ~~decrease~~and inrelated ~~severance~~expenses ~~expense.~~and ~~Office~~office and other direct ~~expense~~expenses decreased ~~slightly primarily driven by decreases in occupancy, new business development and travel and entertainment expenses,~~ as ~~well~~compared asto athe ~~decrease~~prior-year inperiod ~~professional~~due ~~consulting~~to ~~fees,~~factors ~~offset~~similar byto ~~increases~~those innoted ~~technology~~above &for ~~software~~the ~~expenses,~~third asquarter ~~well~~of ~~as foreign currency losses~~2025.

Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of revenue before billable expenses was 1.43% during the ~~second~~third quarter of 2025, which ~~was~~decreased ~~unchanged~~ compared to the prior-year period, and was 21.64% for the ~~first~~nine ~~half~~months of 2025, which ~~increased~~was unchanged compared to the prior-year period.

39Specialized Communications & Experiential Solutions

Revenue before billable expenses


			Components of Change								Change
	Three months ended September 30, 2024		Foreign Currency		Net Acquisitions/ (Divestitures)		Organic		Three months ended September 30, 2025		Organic		Total
Consolidated	$	368.1	$	3.4	$	(11.5)	$	(11.3)	$	348.7	(3.1)	%	(5.3)	%
Domestic	264.9		—		(11.2)		(8.9)		244.8		(3.4)	%	(7.6)	%
International	103.2		3.4		(0.3)		(2.4)		103.9		(2.3)	%	0.7	%

The organic decrease during the third quarter of 2025 due to decreased spending from existing clients in our other, food and beverage, and technology & telecom sectors, partially offset by net client wins in our health care sector and increased spending from existing clients in our financial services sector. The organic decrease of (3.4)% during the third quarter of 2025 in our domestic market was due to revenue decreases at our sports marketing business. In our international markets, the (2.3)% organic decrease was due to revenue decreases at our public relations agencies in our United Kingdom and at our experiential agencies in our Continental Europe region, partially offset by revenue increases at our public relations agencies in our Other region led by Canada, as well as our experiential agencies in our Asia Pacific region.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Specialized Communications & Experiential Solutions


			Components of Change								Change
	Nine months ended September 30, 2024		Foreign Currency		Net Acquisitions/ (Divestitures)		Organic		Nine months ended September 30, 2025		Organic		Total
Consolidated	$	1,061.8	$	3.6	$	(13.7)	$	(11.6)	$	1,040.1	(1.1)	%	(2.0)	%
Domestic	755.4		—		(11.2)		1.9		746.1		0.3	%	(1.2)	%
International	306.4		3.6		(2.5)		(13.5)		294.0		(4.4)	%	(4.0)	%

~~Revenue~~Organic revenue before billable expenses decreased during the first nine months of 2025 due to lower spending from existing clients in our other, food and beverage, and technology & telecom sectors, partially offset by net client wins in our health care sector and higher spending from existing clients in our retail and financial services sectors. The organic increase of 0.3% during the first nine months of 2025 in our domestic market was driven by revenue increases at our public relations agencies, partially offset by decreases in our sports marketing business. In our international markets, the (4.4)% organic decrease was driven by revenue decreases at our experiential businesses and public relations agencies in our United Kingdom and Continental Europe regions, partially offset by revenue increases at our public relations agencies in our Other region led by Canada.

			Components of Change								Change
	Three months ended June 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Three months ended June 30, 2025		Organic		Total
Consolidated	$	353.5	$	3.1	$	(0.1)	$	8.0	$	364.5	2.3	%	3.1	%
Domestic	248.4		—		—		12.8		261.2		5.2	%	5.2	%
International	105.1		3.1		(0.1)		(4.8)		103.3		(4.6)	%	(1.7)	%

The organic increase during the second quarter of 2025 was mainly attributable to net client wins in our health care sector and increased spending from existing clients financial services and retail sectors, partially offset by decreased spending from existing clients in our auto & transportation and technology & telecom sectors. The organic increase of 5.2% during the second quarter of 2025 in our domestic market was due to revenue increases at our experiential businesses and public relations agencies. In our international markets, the (4.6)% organic decrease was due to revenue decreases at our public relations agencies in our United Kingdom and Asia Pacific regions, partially offset by revenue increases at our experiential agencies in our Asia Pacific region and public relations agencies in our Other region led by Canada.

			Components of Change								Change
	Six months ended June 30, 2024		ForeignCurrency		NetAcquisitions/(Divestitures)		Organic		Six months ended June 30, 2025		Organic		Total
Consolidated	$	693.7	$	0.2	$	(2.2)	$	(0.3)	$	691.4	(0.0)	%	(0.3)	%
Domestic	490.5		—		—		10.8		501.3		2.2	%	2.2	%
International	203.2		0.2		(2.2)		(11.1)		190.1		(5.5)	%	(6.4)	%

Organic revenue before billable expenses slightly decreased during the first half of 2025 as lower spending from existing clients in our technology & telecom, auto & transportation, other and food & beverage sectors was offset by net client wins in our healthcare sector and higher spending from existing clients and net client wins in our financial services and retail sectors. The organic increase of 2.2% during the first half of 2025 in our domestic market was driven by revenue increases at our public relations agencies and experiential businesses. In our international markets, the (5.5)% organic decrease was driven by revenue decreases at our experiential businesses across most regions and revenue decreases at our public relations agencies primarily in the United Kingdom, Asia Pacific and Continental Europe regions, partially offset by revenue increases at our public relations agencies in our Other region led by Canada.

Segment EBITA

	Three months ended June 30,								Six months ended June 30,
	Three months ended September 30,								Nine months ended September 30,
	2025			2024			Change		2025			2024			Change
Segment EBITA	$	7259.24		$	5378.54		35(24.02)	%	$	90150.70		$	97175.48		(614.97)	%
Segment EBITA margin on revenue before billable expenses	1917.80		%	1521.13		%			1314.14		%	1416.06		%

Segment EBITA margin ~~increased~~decreased during the ~~second~~third quarter of 2025 compared to the prior-year period, asthe decrease in our revenue before billable expenses, ~~increased~~outpaced ~~and~~the decrease in our operating expenses, excluding billable expenses and amortization of acquired intangibles~~, decreased~~. Segment EBITA reflects the inclusion of $711.76 of restructuring charges for the three months ended ~~June~~September 30, 2025, as well as $0.4 of deal costs related to the planned acquisition of IPG by Omnicom. Salaries and related expenses decreased as compared to the prior-year period primarily due to decreases in base salaries, benefits and tax, ~~as well as decreases in performance-based employee compensation~~ and severance ~~expenses, partially offset by an increase in temporary help~~ expense. Office and other direct expense decreased ~~slightly~~primarily ~~mainly~~ due to ~~decreases~~a decrease in occupancy ~~and~~expense, ~~travel~~largely ~~and~~related ~~entertainment~~to ~~expenses~~savings as a result of real estate restructuring actions taken in 2025, partially offset by an increase in technology & software expenses ~~and foreign currency losses~~.

40Segment EBITA margin decreased during the first nine months of 2025 compared to the prior-year period, as our revenue before billable expenses, as discussed above, decreased and our operating expenses, excluding billable expenses and amortization of acquired intangibles, slightly increased. Segment EBITA reflects the inclusion of $41.1 and $0.3 of restructuring charges for the nine months ended September 30, 2025 and 2024, respectively, as well as $0.4 of deal costs related to the planned acquisition of IPG by Omnicom for the nine months ended September 30, 2025. Salaries and related expenses and office and other direct expenses decreased as compared to the prior-year period primarily due to factors similar to those noted above for the third quarter of 2025.

Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of revenue before billable expenses was 0.8% and 0.9% during the third quarter and first nine months of 2025, both of which decreased slightly as compared to the prior-year periods.

CORPORATE AND OTHER

Corporate and Other is primarily comprised of selling, general and administrative expenses including corporate office expenses as well as shared service center and certain other centrally managed expenses that are not fully allocated to operating divisions; salaries, long-term incentives, annual bonuses and other miscellaneous benefits for corporate office employees; professional fees related to internal control compliance, financial statement audits and legal, information technology and other consulting services that are engaged and managed through the corporate office; and rental expense for properties occupied by corporate office employees. A portion of centrally managed expenses is allocated to operating divisions based on formulas that

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~Segment~~use ~~EBITA~~planned ~~margin~~or ~~decreased~~actual ~~during~~revenues ~~the~~of ~~first~~each ~~half~~ of ~~2025 compared to~~ the ~~prior-year period, as our revenue before billable expenses, as discussed above, remained relatively flat and our~~ operating ~~expenses, excluding billable expenses and amortization of acquired intangibles, slightly increased~~units. ~~Segment~~Amounts ~~EBITA~~allocated ~~reflects~~also ~~the~~include ~~inclusion~~specific ~~of $29.4 and $0.3 of restructuring~~ charges for ~~the~~information ~~six months ended June 30, 2025 and 2024, respectively. Salaries and~~ technology-related ~~expenses~~projects, aswhich ~~well~~are ~~as office and other direct expenses, decreased as compared to the prior-year period~~ primarily ~~due~~allocated tobased ~~factors~~on ~~similar to those noted above for the second quarter of 2025~~utilization.

~~Depreciation~~During ~~and~~the ~~amortization~~third quarter of 2025, ~~excluding~~Corporate ~~amortization~~and ofOther ~~acquired~~expenses ~~intangibles~~increased by $85.8 compared to the prior-year period to $107.9, asprimarily aattributable ~~percentage~~to ofan ~~revenue~~increase ~~before~~in ~~billable~~selling, general and administrative expenses, ~~was~~as ~~0.9%~~well ~~during~~as restructuring charges, which is discussed in the ~~second~~Results ~~quarter~~of ~~and~~Operations section. During the first ~~half~~nine months of 2025, ~~both~~Corporate ofand ~~which~~Other ~~decreased~~expenses ~~slightly~~increased asby $207.5 compared to the prior-year ~~periods~~period to $298.7, primarily attributable to factors similar to those noted for the third quarter of 2025.

CORPORATE AND OTHER

During the second quarter of 2025, Corporate and Other expenses increased by $47.6 compared to the prior-year period to $76.6, primarily attributable to an increase in selling, general and administrative expenses, as well as restructuring charges, which is discussed in the Results of Operations section. During the first half of 2025, Corporate and Other expenses increased by $121.7 compared to the prior-year period to $190.8, primarily attributable to factors similar to those noted for the second quarter of 2025.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW OVERVIEW

The following table summarizes key financial data relating to our liquidity, capital resources and uses of capital.

	Six months ended June 30,
	Nine months ended September 30,
Cash Flow Data	2025		2024
Net income (loss)	$	78205.34	$	~~333~~357.24
Adjustments to reconcile to net cash used in operating activities 1	~~234~~378.49		~~149~~505.7
Net cash used in working capital 2	(~~388~~452.48)		(~~468~~619.71)
Changes in other non-current assets and liabilities	(5784.34)		(5056.9)
Net cash used in operating activities	$	(133.0)	$	(36.7)
Net cash provided by operating activities	$	47.1	$	187.1
Net cash used in investing activities	(79105.58)		(90131.48)
Net cash used in financing activities	(~~471~~674.21)		(~~678~~897.36)

~~1Consist~~1Consists primarily of ~~non-cash restructuring charges,~~ depreciation and amortization of fixed assets and intangible assets, ~~deferred~~non-cash ~~income~~restructuring ~~taxes~~charges, and ~~net~~deferred ~~losses~~income ~~on sales of businesses~~taxes.

2Reflects changes in accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and contract liabilities.

Operating Activities

The presentation of the three components of net cash provided by operating activities above reflects the manner in which management views and analyzes this information. Management believes this presentation is useful as it presents cash provided by operating activities separately from the impact of changes in working capital, which is seasonal in nature and is impacted by the timing of media buying on behalf of our clients. Additionally, we view changes in other non-current assets and liabilities separately, as these items are not impacted by the factors described below.

Due to the seasonality of our business, we typically use cash from working capital in the first nine months of a year, with the largest impact in the first quarter, and generate cash from working capital in the fourth quarter, driven by the seasonally strong media spending by our clients. Quarterly and annual working capital results are impacted by the fluctuating annual media spending budgets of our clients as well as their changing media spending patterns throughout each year across various countries.

41The timing of media buying on behalf of our clients across various countries affects our working capital and operating cash flow and can be volatile. In most of our businesses, our agencies enter into commitments to pay production and media costs on behalf of clients. To the extent possible, we pay production and media charges after we have received funds from our clients. The amounts involved, which substantially exceed our revenues, primarily affect the level of accounts receivable, accounts payable, accrued liabilities and contract liabilities. Our assets include both cash received and accounts receivable from clients for these pass-through arrangements, while our liabilities include amounts owed on behalf of clients to media and production suppliers. Our accrued liabilities are also affected by the timing of certain other payments. For example, while annual cash incentive awards are accrued throughout the year, they are generally paid during the first quarter of the subsequent year.

Net cash provided by operating activities during the first nine months of 2025 was $47.1, which was a decrease of $140.0 compared to net cash provided by operating activities of $187.1 in the first nine months of 2024. The decrease was due to the impact of restructuring charges of $450.8, partially offset by a decrease in working capital usage of $166.3. Working capital use was primarily impacted by the spending levels of our clients and variation in the timing of collections and payments around the reporting period.

Investing Activities

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~strong~~Net ~~media~~cash ~~spending~~used byin ~~our~~investing ~~clients~~activities during the first nine months of 2025 was $105.8, ~~Quarterly~~which was a decrease of $26.0 as compared to the first nine months of 2024, driven by an increase in net proceeds from sale of businesses, net of cash sold and ~~annual~~a ~~working~~decrease in capital ~~results~~expenditures ~~are~~as ~~impacted~~compared byto the ~~fluctuating~~first ~~annual~~nine ~~media~~months ~~spending~~of ~~budgets~~2024, partially offset by an increase in cash used for acquisitions, net of ~~our~~cash ~~clients~~acquired asof ~~well~~$48.4. asPayments ~~their~~for ~~changing~~capital ~~media~~expenditures ~~spending~~decreased ~~patterns~~to ~~throughout~~$73.8 ~~each~~in ~~year~~the ~~across~~first ~~various~~nine ~~countries~~months of 2025 from $107.2 in the first nine months of 2024, primarily attributable to lower spending on leasehold improvements and computer hardware.

The timing of media buying on behalf of our clients across various countries affects our working capital and operating cash flow and can be volatile. In most of our businesses, our agencies enter into commitments to pay production and media costs on behalf of clients. To the extent possible, we pay production and media charges after we have received funds from our clients. The amounts involved, which substantially exceed our revenues, primarily affect the level of accounts receivable, accounts payable, accrued liabilities and contract liabilities. Our assets include both cash received and accounts receivable from clients for these pass-through arrangements, while our liabilities include amounts owed on behalf of clients to media and production suppliers. Our accrued liabilities are also affected by the timing of certain other payments. For example, while annual cash incentive awards are accrued throughout the year, they are generally paid during the first quarter of the subsequent year.

Net cash used in operating activities during the first half of 2025 was $133.0, which was an increase of $96.3 compared to net cash used in operating activities of $36.7 in the first half of 2024. The change was due to the impact of restructuring charges of $321.3, partially offset by a decrease in working capital usage of $80.3. Working capital use was primarily impacted by the spending levels of our clients, higher prepaid expenses, and variation in the timing of collections and payments around the reporting period.

Investing Activities

Net cash used in investing activities during the first half of 2025 was $79.5, which was a decrease of $10.9 as compared to the first half of 2024, driven by an increase in net proceeds from sale of businesses, net of cash sold and a decrease in capital expenditures as compared to the first half of 2024, partially offset by an increase of cash used for acquisitions, net of cash acquired of $48.4. Payments for capital expenditures decreased to $47.3 in the first half of 2025 from $69.9 in the first half of 2024, primarily attributable to lower spending on computer hardware and internal-use computer software.

Financing Activities

Net cash used in financing activities during the first ~~half~~nine months of 2025 was $~~471~~674.21, primarily driven by the payment of common stock dividends of $~~246~~366.46 and common stock repurchases of $~~188~~257.34.

Net cash used in financing activities during the first ~~half~~nine months of 2024 was $~~678~~897.36, primarily driven by the payment of common stock dividends of $~~250~~373.57, repayment of long-term debt of $250.1 and common stock repurchases of $~~130~~230.1.

Foreign Exchange Rate Changes

The effect of foreign exchange rate changes on cash, cash equivalents and restricted cash included in the unaudited Consolidated Statements of Cash Flows resulted in a net increase of $6377.41 during the first ~~half~~nine months of 2025. The increase was primarily a result of the U.S. Dollar being weaker than several foreign currencies, including the Euro as of ~~June~~September 30, 2025 as compared to December 31, 2024.

LIQUIDITY OUTLOOK

We expect our cash flow from operations and existing cash and cash equivalents to be sufficient to meet our anticipated operating requirements at a minimum for the next twelve months. We also have a commercial paper program, a committed corporate credit facility, and uncommitted lines of credit to support our operating needs. Borrowings under our commercial paper program are supported by our committed corporate credit agreement. We continue to maintain a disciplined approach to managing liquidity, with flexibility over significant uses of cash, including our capital expenditures, cash used for new acquisitions, our common stock repurchase program and our common stock dividends.

From time to time, we evaluate market conditions and financing alternatives for opportunities to raise additional funds or otherwise improve our liquidity profile, enhance our financial flexibility and manage market risk. Our ability to access the capital markets depends on a number of factors, which include those specific to us, such as our credit ratings, and those related to the financial markets, such as the amount or terms of available credit. There can be no guarantee that we would be able to access new sources of liquidity, or continue to access existing sources of liquidity, on commercially reasonable terms, or at all.

Funding Requirements

Our most significant funding requirements include our operations, non-cancelable operating lease obligations, capital expenditures, acquisitions, common stock dividends, taxes, and debt service. Additionally, we may be required to make payments to minority shareholders in certain subsidiaries if they exercise their options to sell us their equity interests.

42Notable funding requirements include:

•Debt service – As of September 30, 2025, we had outstanding short-term borrowings of $56.8 from our uncommitted lines of credit used primarily to fund short-term working capital needs. The remainder of our debt is primarily long-term, with maturities scheduled from 2028 through 2048.

•Acquisitions – We paid cash of $54.2, net of cash acquired, related to the acquisition of an e-commerce, intelligence platform, completed in the first nine months of 2025. We paid deferred payments of $15.7 for prior-year acquisitions as well as ownership increases in our consolidated subsidiaries in the first nine months of 2025. We may also be required to pay approximately $7.0 related to redeemable non-controlling interest held by minority shareholders, if exercised, over the next twelve months. We will continue to evaluate strategic opportunities to grow and continue to strengthen our market position, particularly in our digital and marketing services offerings, and to expand our presence in high-growth and key strategic world markets.

•Dividends – In the first nine months of 2025, we paid a quarterly cash dividend of $0.330 per share on our common stock. Total dividends paid during the first nine months of 2025 were $366.6. We currently expect that the Omnicom acquisition of IPG will close by the end of November 2025. As such, we do not expect to declare a dividend for the fourth quarter.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Notable funding requirements include:

•Debt service – As of June 30, 2025, we had outstanding short-term borrowings of $37.6 from our uncommitted lines of credit used primarily to fund short-term working capital needs. The remainder of our debt is primarily long-term, with maturities scheduled from 2028 through 2048.

•Acquisitions – We paid cash of $48.4, net of cash acquired, related to the acquisition of an e-commerce, intelligence platform, completed in the first half of 2025. We paid deferred payments of $15.7 for prior-year acquisitions as well as ownership increases in our consolidated subsidiaries in the first half of 2025. We may also be required to pay approximately $6.0 related to redeemable non-controlling interest held by minority shareholders, if exercised, over the next twelve months. We will continue to evaluate strategic opportunities to grow and continue to strengthen our market position, particularly in our digital and marketing services offerings, and to expand our presence in high-growth and key strategic world markets.

•Dividends – In the first half of 2025, we paid a quarterly cash dividend of $0.330 per share on our common stock. Total dividends paid during the first half of 2025 were $246.4. Assuming we pay a quarterly dividend of $0.330 per share, and there is no significant change in the number of outstanding shares as of June 30, 2025, we would expect to pay approximately $484.0 over the next twelve months. Whether to declare and the amount of any such future dividend is at the discretion of our Board of Directors (the "Board") and will depend upon factors such as our earnings, financial position and cash requirements.

•U.K. Pension Plan – In December 2023, the Interpublic Limited Pension Plan in the U.K. (the "U.K. Pension Plan"), the Company's U.K. defined benefit pension plan, entered into an agreement with an insurance company to purchase a group annuity, or "buy-in", that matches the plans future projected benefit obligations to covered participants. As part of the annuity purchase contract, the U.K. Pension Plan has the option to complete a "buy-out", which would transfer all liabilities of the plan to the insurer, which the Company anticipates to be completed in 2026. The non-cash settlement charge, net of tax, associated with the transaction is currently estimated to be approximately $180.0 to $200.0 and is subject to finalization of terms and changes in the British Pound Sterling.

•~~U.S.~~Domestic Pension Plan - In June of 2025, participants of our ~~U.S.~~Domestic ~~defined~~Pension ~~benefit~~Plan ~~pension plan~~ were provided the option to request lump sum distributions, which ~~may~~resulted ~~result~~ in a partial settlement toof the plan. The lump sum election window ~~ends~~ended August 4, 2025,. ~~and~~A a non-cash settlement charge, net of tax, isof ~~expected~~$6.5 towas be incurred in the third quarter of 2025. The Company also expects to make an incremental contribution to the plan in the ~~second~~fourth ~~half~~quarter of 2025 of approximately $1516.0.

Share Repurchase Programs

On February 711, ~~2024~~2025, ~~our~~the Board authorized a share repurchase program to repurchase from time to time up to $~~320~~155.0, excluding fees, of our common stock.

OnWe ~~February~~may ~~11,~~effect ~~2025~~such repurchases through open market purchases, ~~the~~trading ~~Board~~plans ~~authorized~~established ain ~~share~~accordance ~~repurchase~~with ~~program~~U.S. toSecurities ~~repurchase~~and ~~from~~Exchange ~~time~~Commission to("SEC") ~~time~~rules, upderivative totransactions or other means. As of September 30, 2025, $~~155~~68.01, excluding fees, ofremains ~~our~~available ~~common~~under ~~stock,~~the ~~which~~2025 ~~was~~share inrepurchase ~~addition~~program. toThere ~~any~~is ~~amounts~~no ~~remaining~~expiration ~~under~~dates ~~the~~associated ~~2024~~with the share repurchase program.

We may effect such repurchases through open market purchases, trading plans established in accordance with U.S. Securities and Exchange Commission ("SEC") rules, derivative transactions or other means. We fully utilized the 2023 and 2024 share repurchase programs during the second quarter of 2024 and 2025 respectively. As of June 30, 2025, $137.1, excluding fees, remains available under the 2025 share repurchase program. There is no expiration dates associated with the share repurchase program.

FINANCING AND SOURCES OF FUNDS

Substantially all of our operating cash flow is generated by our agencies. Our cash balances are held in numerous jurisdictions throughout the world, including at the holding company level. Below is a summary of our sources of liquidity.

43Credit Agreement

We maintain a committed corporate credit facility, originally dated as of July 18, 2008, which has been amended and restated from time to time (the “Credit Agreement”). We use our Credit Agreement to increase our financial flexibility, to provide letters of credit primarily to support obligations of our subsidiaries and to support our commercial paper program. On May 29, 2024, we amended and restated the Credit Agreement. As amended, among other things, the maturity date of the Credit Agreement was extended to May 29, 2029, and the cost structure of the Credit Agreement was changed. The Credit Agreement continues to include a required leverage ratio of not more than 3.50 to 1.00, among other customary covenants, including limitations on our liens and the liens of our consolidated subsidiaries and limitations on the incurrence of subsidiary debt. At the election of the Company, the leverage ratio may be changed to not more than 4.00 to 1.00 for four consecutive quarters, beginning with the fiscal quarter in which there is an occurrence of one or more acquisitions with an aggregate purchase price of at least $200.0. The Credit Agreement is a revolving facility, under which amounts borrowed by us or any of our subsidiaries designated under the Credit Agreement may be repaid and reborrowed, subject to an aggregate lending limit of $1,500.0, or the equivalent in other currencies. The Company has the ability to increase the commitments under the Credit Agreement from time to time by an additional amount of up to $250.0, provided the Company receives commitments for such increases and satisfies certain other conditions. The aggregate available amount of letters of credit outstanding may decrease or increase, subject to a sublimit of $50.0, or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured. As of September 30, 2025, there were no borrowings under the Credit Agreement; however, we had $9.1 of letters of credit under the Credit Agreement, which reduced our total availability to $1,490.9.

We were in compliance with all of our covenants in the Credit Agreement as of September 30, 2025. Management utilizes Credit Agreement EBITDA, which is a non-GAAP financial measure, as well as the amounts shown in the table below, calculated as required by the Credit Agreement, in order to assess our compliance with such covenants.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Credit Agreement

Four Quarters
Ended

Financial Covenant

September 30, 2025

Credit Agreement EBITDA Reconciliation

September 30, 2025

Leverage ratio (not greater than) 1

3.50x

Net income available to IPG common stockholders

545.8

Actual leverage ratio

2.09

Non-operating adjustments 2

442.8

Operating income

988.6

Add:

Depreciation and amortization

335.3

Other non-cash charges reducing operating income

100.8

Credit Agreement EBITDA 1

1,424.7

We maintain a committed corporate credit facility, originally dated as of July 18, 2008, which has been amended and restated from time to time (the “Credit Agreement”). We use our Credit Agreement to increase our financial flexibility, to provide letters of credit primarily to support obligations of our subsidiaries and to support our commercial paper program. On May 29, 2024, we amended and restated the Credit Agreement. As amended, among other things, the maturity date of the Credit Agreement was extended to May 29, 2029, and the cost structure of the Credit Agreement was changed. The Credit Agreement continues to include a required leverage ratio of not more than 3.50 to 1.00, among other customary covenants, including limitations on our liens and the liens of our consolidated subsidiaries and limitations on the incurrence of subsidiary debt. At the election of the Company, the leverage ratio may be changed to not more than 4.00 to 1.00 for four consecutive quarters, beginning with the fiscal quarter in which there is an occurrence of one or more acquisitions with an aggregate purchase price of at least $200.0. The Credit Agreement is a revolving facility, under which amounts borrowed by us or any of our subsidiaries designated under the Credit Agreement may be repaid and reborrowed, subject to an aggregate lending limit of $1,500.0, or the equivalent in other currencies. The Company has the ability to increase the commitments under the Credit Agreement from time to time by an additional amount of up to $250.0, provided the Company receives commitments for such increases and satisfies certain other conditions. The aggregate available amount of letters of credit outstanding may decrease or increase, subject to a sublimit of $50.0, or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured. As of June 30, 2025, there were no borrowings under the Credit Agreement; however, we had $9.3 of letters of credit under the Credit Agreement, which reduced our total availability to $1,490.7.

We were in compliance with all of our covenants in the Credit Agreement as of June 30, 2025. Management utilizes Credit Agreement EBITDA, which is a non-GAAP financial measure, as well as the amounts shown in the table below, calculated as required by the Credit Agreement, in order to assess our compliance with such covenants.

Four Quarters Ended

Financial Covenant

June 30, 2025

Credit Agreement EBITDA Reconciliation

June 30, 2025

Leverage ratio (not greater than) 1

3.50x

Net income available to IPG common stockholders

441.7

Actual leverage ratio

1.90x

Non-operating adjustments 2

460.8

Operating income

902.5

Add:

Depreciation and amortization

335.3

Other non-cash charges reducing operating income

318.9

Credit Agreement EBITDA 1

1,556.7

1The leverage ratio is defined as debt as of the last day of such fiscal quarter to EBITDA (as defined in the Credit Agreement) for the four quarters then ended.

2Includes adjustments of the following items from our Consolidated Statements of Operations: provision for income taxes, total (expenses) and other income, equity in net income of unconsolidated affiliates, and net income attributable to non-controlling interests.

Uncommitted Lines of Credit

We also have uncommitted lines of credit with various banks that permit borrowings at variable interest rates and that are primarily used to fund working capital needs. We have guaranteed the repayment of some of these borrowings made by certain subsidiaries. If we lose access to these credit lines, we would have to provide funding directly to some of our operations. As of ~~June~~September 30, 2025, the Company had uncommitted lines of credit in an aggregate amount of $~~677~~676.57, under which we had outstanding borrowings of $3756.68 classified as short-term borrowings on our Consolidated Balance Sheet. The average amount outstanding during the ~~second~~third quarter of 2025 was $5240.32 with weighted-average interest rate of approximately 67.4%.

Commercial Paper

The Company is authorized to issue unsecured commercial paper up to a maximum aggregate amount outstanding at any time of $1,500.0. Borrowings under the program are supported by the Credit Agreement described above. Proceeds of the commercial paper are used for working capital and general corporate purposes, including the repayment of maturing indebtedness and other short-term liquidity needs. The maturities of the commercial paper vary but may not exceed 397 days from the date of issue. During the ~~second~~third quarter of 2025, there was no commercial paper activity, and as of ~~June~~September 30, 2025, there was no commercial paper outstanding.

44Cash Pooling

We aggregate our domestic cash position on a daily basis. Outside the United States, we use cash pooling arrangements with banks to help manage our liquidity requirements. In these pooling arrangements, several IPG agencies agree with a single bank that the cash balances of any of the agencies with the bank will be subject to a full right of set-off against amounts other agencies owe the bank, and the bank provides for overdrafts as long as the net balance for all agencies does not exceed an agreed-upon level. Typically, each agency pays interest on outstanding overdrafts and receives interest on cash balances. Our unaudited Consolidated Balance Sheets reflect cash, net of bank overdrafts, under all of our pooling arrangements, and as of September 30, 2025, the amount netted was $2,258.3.

Senior Debt Amendments and Exchange Offer

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Cash Pooling

DEBT CREDIT RATINGS

Our debt credit ratings as of ~~July~~October 1831, 2025, are listed below.

Moody’s Investors Service

S&P Global Ratings

~~Fitch Ratings~~

Short-term rating

P-2

A-2

Long-term rating

Baa2

BBB

~~BBB+~~

Outlook

Positive

~~Stable~~

A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning credit rating agency. The rating of each credit rating agency should be evaluated independently of any other rating. Credit ratings could have an impact on liquidity, either adverse or favorable, because, among other things, they could affect funding costs in the capital markets or otherwise. For example, our Credit Agreement fees and borrowing rates are based on a credit ratings grid, and our access to the commercial paper market is contingent on our maintenance of sufficient short-term debt ratings.

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements for the year ended December 31, 2024, included in our 2024 Annual Report. As summarized in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our 2024 Annual Report, we believe that certain of these policies are critical because they are important to the presentation of our financial condition and results of operations, and they require management’s most difficult, subjective or complex judgments, often as a result of the need to estimate the effect of matters that are inherently uncertain. These critical estimates relate to revenue recognition, income taxes, goodwill and other intangible assets, and pension and postretirement benefits. We base our estimates on historical experience and various other factors that we believe to be relevant under the circumstances. Estimation methodologies are applied consistently from year to year, and there have been no significant changes in the application of critical accounting estimates since December 31, 2024. Actual results may differ from these estimates under different assumptions or conditions and further decline in macroeconomic conditions or increasing interest rates could have a negative impact on these estimates, including the fair value of certain assets.

RECENT ACCOUNTING STANDARDS

See Note 15 to the unaudited Consolidated Financial Statements for further information on certain accounting standards that have been recently adopted or that have not yet been required to be implemented and may be applicable to our future operations.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

NON-GAAP FINANCIAL MEASURE

This MD&A includes both financial measures in accordance with U.S. GAAP, as well as a non-GAAP financial measure. The non-GAAP financial measure represents Net Income Available to IPG Common Stockholders before Provision for Income Taxes, Total (Expenses) and Other Income, Equity in Net ~~Income (~~Loss) of Unconsolidated Affiliates, Net Income Attributable to Non-controlling Interests, ~~and~~ Amortization of Acquired Intangibles and Impairment of Goodwill, which we refer to as “Adjusted EBITA”.

Adjusted EBITA should be viewed as supplemental to, and not as an alternative for, Net Income Available to IPG Common Stockholders calculated in accordance with U.S. GAAP (“net income”) or operating income calculated in accordance with U.S. GAAP (“operating income”). This section also includes reconciliation of this non-GAAP financial measure to the most directly comparable U.S. GAAP financial measures, as presented below.

Adjusted EBITA is used by our management as an additional measure of our Company’s performance for purposes of business decision-making, including developing budgets, managing expenditures and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITA help our management identify additional trends in our Company’s financial results that may not be shown solely by period-to-period comparisons of net income or operating income. In addition, we use Adjusted EBITA in the incentive compensation programs applicable to some of our employees in order to evaluate our Company’s performance. Our management recognizes that Adjusted EBITA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. Management also reviews operating income and net income as well as the specific items that are excluded from Adjusted EBITA, but included in net income or operating income, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliation of Adjusted EBITA to net income that accompany our disclosure documents containing non-GAAP financial measures, including the reconciliations contained in this MD&A.

We believe that the presentation of Adjusted EBITA is useful to investors in their analysis of our results for reasons similar to the reasons why our management finds it useful and because it helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. In addition, as more fully described below, we believe that providing Adjusted EBITA, together with a reconciliation of this non-GAAP financial measure to net income, helps investors make comparisons between our Company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITA is intended to provide a supplemental way of comparing our Company with other public companies and is not intended as a substitute for comparisons based on net income or operating income. In making any comparisons to other companies, investors need to be aware that companies may use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding U.S. GAAP measures provided by each company under the applicable rules of the SEC.

The following is an explanation of the items excluded by us from Adjusted EBITA but included in net income:

•Total (Expenses) and Other Income, Provision for Income Taxes, Equity in Net ~~Income (~~Loss) of Unconsolidated Affiliates, and Net Income Attributable to Non-controlling Interests. We exclude these items (i) because these items are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that these items will recur in future periods.

•Amortization of Acquired Intangibles and Impairment of Goodwill. Amortization of acquired intangibles is a non-cash expense relating to intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful life of the related assets. Impairment of goodwill is a non-cash expense recognized when the carrying value of a reporting unit exceeds its fair value. We exclude amortization of acquired intangibles because we believe that (i) the ~~amount~~amounts of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization, ofor ~~previously~~changes ~~acquired~~in ~~intangible~~the ~~assets~~carrying values or fair values of goodwill reporting units. Accordingly, we believe that this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that the use of intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such ~~expense~~expenses may recur in future periods.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

The following table presents the reconciliation of Net Income Available to IPG Common Stockholders to Adjusted EBITA for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

	Three months ended June 30,						Six months ended June 30,
	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
Revenue before billable expenses	$	2,~~172~~135.76		$	2,~~327~~242.17		$	46,~~169~~304.06		$	46,~~510~~752.07
Adjusted EBITA Reconciliation:
Net Income Available to IPG Common Stockholders 1,2	$	~~162~~124.52		$	~~214~~20.51		$	77201.13		$	~~324~~345.90
Add Back:
Provision for income taxes	5458.67			7585.63			45104.41			~~122~~208.92
Subtract:
Total (expenses) and other income	(2530.73)			(2223.54)			(78108.14)			(4669.15)
Equity in net income of unconsolidated affiliates	0.(2.9)			(0.5)0			0(2.18)			(0.2)
Net income attributable to non-controlling interests	(12.19)			(54.1)			(14.21)			(812.34)
Operating Income (Loss) 1, 2	~~243~~219.70			~~318~~132.29			~~201~~420.7			~~502~~635.43
Add Back:
Amortization of acquired intangibles	2123.18			20.43			4165.53			4161.14
Adjusted EBITA 1, 2	$	264.8		$	338.6		$	243.2		$	543.5
Impairment of goodwill	0.0			232.1			0.0			232.1
Adjusted EBITA Margin on Revenue before billable expenses	12.2		%	14.6		%	5.8		%	12.1		%
Adjusted EBITA 1, 2	$	242.8		$	385.3		$	486.0		$	928.8
Adjusted EBITA Margin on Revenue before billable expenses	11.4		%	17.2		%	7.7		%	13.8		%

1 Calculations include restructuring charges of $~~118~~129.05 and $~~321~~450.38 for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and $0.35 and $01.94 for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. See "Restructuring Charges" section of this MD&A and Note 8 of Item 1, Financial Statements and Supplementary Data for further information.

2 Calculations include $1022.98 and $1538.75 of deal costs incurred during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, related to the planned acquisition of IPG by Omnicom. See Note 2 of Item 1, Financial Statements and Supplementary Data, for further information.

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Item 3.			Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, we are exposed to market risks related to interest rates, foreign currency rates and certain balance sheet items. From time to time, we use derivative instruments, pursuant to established guidelines and policies, to manage some portion of these risks. Derivative instruments utilized in our hedging activities are viewed as risk management tools and are not used for trading or speculative purposes. There has been no significant change in our exposure to market risk during the ~~second~~third quarter of 2025. Our exposure to market risk for changes in interest rates primarily relates to the fair market value and cash flows of our debt obligations. As of both ~~June~~September 30, 2025 and December 31, 2024, approximately 9998% of our debt obligations bore interest rates at fixed rates. For further discussion of our exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our 2024 Annual Report.


Item 4.			Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~June~~September 30, 2025, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Control Over Financial Reporting

There has been no change in internal control over financial reporting in the quarter ended ~~June~~September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION


Item 1.			Legal Proceedings

Information about our legal proceedings is set forth in Note 14 to the unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.


Item 1A.			Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A, Risk Factors, in our 2024 Annual Report on Form 10-K (the “2024 Annual Report”), which could materially affect our business, financial condition or future results. In the ~~second~~third quarter of 2025, there have been no material changes in the risk factors we have previously disclosed in Item 1A, Risk Factors, in our 2024 Annual Report. The risks described in our 2024 Annual Report are not the only risks we face, and additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect the Company’s business, financial condition or operating results.


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

(c)The following table provides information regarding our purchases of our equity securities during the period from ~~April~~July 1, 2025, to ~~June~~September 30, 2025:

	Total Number of Shares (or Units) Purchased 1	Average Price Paidper Share (or Unit) 2		Total Number of Shares (or Units) Purchased as Part ofPublicly AnnouncedPlans or Programs 3	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs 3
April 1 - 30	1,544,280	$	24.38	1,541,504	$	197,480,062
July 1 - 31	1,005,368	$	25.10	1,005,064	$	111,842,083
May 1 - 31	1,539,559	$	24.92	1,537,301	$	159,168,505
August 1 - 31	917,381	$	25.60	914,479	$	88,433,724
June 1 - 30	957,720	$	23.11	956,346	$	137,066,554
September 1 - 30	773,749	$	26.32	773,749	$	68,069,420
Total	42,~~041~~696,~~559~~498	$	2425.2962	42,~~035~~693,~~151~~292

1The total number of shares of our common stock purchased includes shares withheld under the terms of grants under employee stock-based compensation plans to offset tax withholding obligations that arose upon vesting and release of restricted shares (the “Withheld Shares”). We repurchased ~~2,776~~304 Withheld Shares in ~~April~~July 2025; 2,~~258~~902 Withheld Shares in ~~May~~August 2025; and ~~1,374~~no Withheld Shares in ~~June~~September 2025, for a total of 63,~~408~~206 Withheld Shares during the three-month period.

2The average price per share for each of the months in the fiscal quarter and for the three-month period was calculated by dividing (a) the sum for the applicable period of the aggregate value of the tax withholding obligations and the aggregate amount we paid for shares acquired under our share repurchase program, described in Note 6 to the unaudited Consolidated Financial Statements, by (b) the sum of the number of Withheld Shares and the number of shares acquired in our share repurchase program.

3On February ~~7, 2024, the Company's Board of Directors authorized a share repurchase program to repurchase from time to time up to $320.0 million, excluding fees, of our common stock. On February~~ 11, 2025, the Board authorized a share repurchase program to repurchase from time to time up to $155.0 million, excluding fees, of our common stock,. ~~which~~There ~~was~~is inno ~~addition~~expiration todate ~~any~~associated ~~amounts~~with ~~remaining under~~ the ~~2024~~ share repurchase program.

On December 8, 2024, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Omnicom Group Inc. ("Omnicom"), pursuant to which a merger subsidiary of Omnicom will merge with and into IPG, with IPG surviving the merger as a direct wholly owned subsidiary of Omnicom. Under the terms of the Merger Agreement, IPG may continue to purchase its common stock in the open market or pursuant to Rule 10b5-1 trading plans, up to $325.0 million in the aggregate per calendar year, and we expect to continue to repurchase our common stock in future periods. The timing and amount of the repurchases will depend on market conditions and other funding requirements. ~~There are no expiration dates associated with the share repurchase programs.~~


Item 3.			Defaults Upon Senior Securities

None.


Item 4.			Mine Safety Disclosures

Not applicable.


Item 5.			Other Information

None.

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Item 6.			Exhibits

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All exhibits required pursuant to Item 601 of Regulation S-K to be filed as part of this report or incorporated herein by reference to other documents are listed in the Index to Exhibits below.

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INDEX TO EXHIBITS

Exhibit No.						Description
4.1						Thirteenth Supplemental Indenture, dated August 22, 2025, between IPG and U.S. Bank Trust Company, National Association, related to IPG’4s 4.650% Senior Notes due 2028, 4.750% Senior Notes due 2030, 2.400% Senior Notes due 2031, 5.375% Senior Notes due 2033, 3.375% Senior Notes due 2041, and 5.400% Senior Notes due 2048 is incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on August 25, 2025.
31.1						Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2						Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32						Certification of the Chief Executive Officer and the Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.
101						Interactive Data File for the period ended ~~June~~September 30, 2025. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
104						Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			THE INTERPUBLIC GROUP OF COMPANIES, INC.

			By			/s/ Philippe Krakowsky
						Philippe Krakowsky Chief Executive Officer

Date: ~~July~~November 2310, 2025




			By			/s/ Christopher F. Carroll
						Christopher F. Carroll Executive Vice President, Controller and Chief Accounting and Business Transformation Officer (Principal Accounting Officer)

Date: ~~July~~November 2310, 2025

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