Omnicom Group (OMC) 10-K risk factor changes: FY2025 vs FY2024

Adverse economic conditions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major [removed: markets] [added: markets,] and labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets, pose a risk that clients may reduce, postpone or cancel spending for marketing and communications services.

[removed: Such actions would reduce the] demand for our services and could result in a reduction [removed: in] [added: of] our revenue, which would adversely affect our business, results of operations and financial condition.

This could result in suspension of [removed: our,] [added: our] or our clients’ businesses in the affected region, which could impact client spending on our services.

Key competitive considerations for retaining existing clients and winning new clients include our ability to develop solutions that meet client needs in a rapidly changing environment, the quality and [removed: effectiveness of our services and our ability to serve clients efficiently, particularly large multinational clients, on a broad geographic basis.]

If we are unable to attract and retain key personnel, our ability to provide our services in the manner clients have come to expect may be adversely affected, which could harm our reputation and result in a loss of [removed: clients, which could have a material adverse effect on our business, results of operations and financial condition.][added: clients.]

In [removed: 2024,] [added: 2025,] our largest client represented approximately [removed: 2.7%] [added: 2.4%] and our 100 largest clients represented approximately 54% of our revenue.

We rely extensively on information technology [removed: systems,] [added: systems] and [added: data, and] cybersecurity incidents could adversely affect us.

We rely on our own and third-party service providers’ information technology systems and infrastructure [added: that are critical] to [added: our business, to] connect with our clients, people and others, and to collect, store, transfer, process and use business, personal and financial data.

Cybersecurity threats and attacks, including computer viruses, [added: social engineering/phishing, malfeasance by insiders, human or technological error,] advanced persistent threats, malware, hacking, ransomware or other destructive or disruptive activities or software, are constantly evolving and pose a risk to our information technology systems and data.

These third-party service providers are also subject to [removed: malicious attacks and] cybersecurity [removed: threats] [added: risks] that could adversely affect our business, results of operations, financial condition and reputation and could result in litigation or regulatory action, as discussed below.

Any attack or incident could result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts, and/or significant incident response, system restoration or remediation [removed: and future compliance costs, which could materially adversely affect our business, results of operations and financial condition.]

We are subject to risks related to our use of generative [added: AI and agentic] AI, [removed: a] new and emerging [removed: technology,] [added: technologies,] which [removed: is] [added: are] in the early stages of commercial [removed: use.][added: use and subject to evolving legislative and regulatory requirements.]

We continually evaluate the use of AI in our business processes, and in 2023, we entered into strategic partnerships with leading AI technology companies, enabling enhanced product and service capabilities [removed: in generative] [added: using] AI.

[removed: In recent years,] [added: With] the [added: emergence of AI, the] use of AI has come under increased scrutiny.

[removed: This technology, which is a new and emerging technology in early stages of commercial use, presents] [added: These technologies present] a number of risks inherent [removed: in its] [added: to their] use, including ethical considerations, public perception and reputation concerns, intellectual property protection, [added: intellectual property infringement or misappropriation,] regulatory [removed: compliance and] [added: compliance,] privacy and data security concerns, [added: and risks related to AI algorithms and training methodologies that may be flawed, datasets or outputs that may be over-broad, insufficient or contain biased, misleading or inaccurate information, harmful content, or defamation, as well as concerns about accuracy, health and safety,] all of which could have a material adverse effect on our business, results of operations and financial condition.

Further, new laws, guidance and decisions in this area may limit our ability to use AI [added: and related technologies] or decrease [removed: its usefulness.][added: their usefulness to our businesses.]

If we fail to increase our capabilities in [removed: generative] AI, or if we are unable to successfully adapt to new developments related to the risks and challenges associated with AI, demand for our services could be reduced, and our business, results of operations and financial condition could be negatively impacted.

In [removed: 2024,] [added: 2025,] our international operations represented approximately [removed: 48%] [added: 47%] of our revenue.

[removed: Our agencies] transact business in more than 50 different currencies.

Our operations are also subject to the United States Foreign Corrupt Practices Act and other anti-corruption and [removed: anti-][added: anti-bribery laws and regulations.]

In accordance with [removed: generally accepted accounting principles in the United States, or] U.S. [removed: GAAP or] GAAP, we have recorded a significant amount of goodwill related to our [removed: acquisitions;] [added: acquisitions including goodwill recorded in connection with the Merger, see Notes 5 and 6 to the consolidated financial statements;] a substantial portion of which represents the intangible specialized know-how of the acquired workforce.

Risks Related to the [removed: Proposed] Merger with IPG

Uncertainties associated with the Merger may cause a loss of our [removed: and IPG’s] management personnel and other key employees, which could adversely affect [removed: the business and operations] [added: our business, results] of [removed: the combined company following the Merger.][added: operations and financial condition.]

[removed: Each of Omnicom and IPG depends] [added: We depend] on the experience and industry knowledge of [removed: its] [added: our] officers and other key employees to execute [removed: its] [added: our] business plans.

The success of the combined company [removed: after the Merger will depend,] [added: depends,] in part, on [removed: its] [added: our] ability to retain key management personnel and other key employees.

Our [removed: and IPG’s] current and prospective employees may experience uncertainty about their roles [removed: within the combined company] following the [removed: Merger or other concerns regarding the timing and completion of the Merger or the operations of the combined company following the] Merger, [removed: any of] which may have an adverse effect on our [removed: and IPG’s] ability to retain or attract key management and other key personnel.

If we [removed: or IPG] are unable to retain [removed: personnel, including our or IPG’s key management,] [added: personnel] who are critical to the future operations of the [removed: companies,] [added: company, including our key management,] we [removed: and IPG] could face disruptions in our respective operations, loss of existing clients, loss of key information, expertise or know‑how and unanticipated additional recruitment and training costs.

In addition, the loss of our [removed: and IPG’s] key personnel could diminish the anticipated benefits of the Merger.

No assurance can be given that the combined company, following the Merger, will be able to retain or attract our [removed: and IPG’s] key management personnel and other key employees to the same extent that we [removed: and IPG] have previously been able to retain or attract personnel.

We [added: have incurred and] are expected to [added: continue to] incur significant costs in connection with the Merger and integration of [removed: the two companies,] [added: IPG,] which may be in excess of those anticipated by us.

We [added: have incurred and] will [removed: also] [added: continue to] incur transaction costs related to formulating and implementing integration plans, including facilities, systems and service contract consolidation costs and employment‑related costs.

We will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Merger and the integration of [removed: the two companies’ businesses.][added: IPG.]

For additional information, see “Risk Factors - *The failure to integrate our and IPG’s businesses and operations successfully in the expected time frame may adversely affect [removed: the combined company’s business and] [added: our business,] results of [removed: operations*.”] [added: operations and financial condition*.”] The costs described above, as well as other unanticipated costs and expenses, could adversely affect [removed: the] [added: our] results of operations, financial condition and cash [removed: flows of the combined company following the completion of the Merger.][added: flows.]

The failure to integrate our and IPG’s businesses and operations successfully in the expected time frame may adversely affect [removed: the combined company’s business and] [added: our business,] results of [removed: operations.][added: operations and financial condition.]

It is possible that the [added: continued] integration process could result in the loss of our [removed: or IPG’s] key employees, the loss of clients, service providers, vendors or other business counterparties, the disruption of [removed: either company’s or both companies’ ongoing] [added: our] businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses, [removed: delays,] or [removed: regulatory conditions] [added: delays] associated with [removed: and following completion of] the [removed: Merger; or higher‑than‑expected integration costs and an overall post‑completion integration process that takes longer than originally anticipated.][added: Merger.]

- combining [removed: the companies’] operations and corporate functions and the resulting difficulties associated with managing a larger, more complex, diversified business;

- combining our [removed: and IPG’s] businesses in a manner that permits [removed: the combined company] [added: us] to achieve the cost savings and operating synergies anticipated [removed: to result] from the Merger;

- integrating personnel [removed: from the two companies] and minimizing the loss of key employees;

- harmonizing [removed: the companies’] operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

- consolidating [removed: the companies’] [added: our] operating, administrative and information technology infrastructure and financial systems.

Such actions would reduce the

effectiveness of our services and our ability to serve clients efficiently, particularly large multinational clients, on a broad geographic basis.

Additionally, we may be unable to hire or retain talent who are trained in artificial intelligence, machine learning and advanced algorithms, to keep up with the rapid and ongoing technological advancements in our industry.

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated using techniques and tools, including AI, that circumvent security controls, evade detection and remove forensic evidence.

As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our information technology systems and data.

and future compliance costs, which could materially adversely affect our business, results of operations and financial condition.

We recently announced the new Omni platform that further enhances our product offerings using innovative AI tools and data analytic technologies.

Evolving rules, regulations and industry standards governing AI may require us to spend significantly to modify, maintain, or align our business practices, solutions and services, the nature of which cannot be determined at this time and may be inconsistent from region to region.

There is increasing divergence globally among AI regulations, which will require us to navigate different obligations in different geographies.

Failure to adapt to technological developments, including emerging technologies such as generative AI and agentic AI, could adversely affect our competitive position, reputation, client relationships, results of operations and financial condition.

Our industry is highly competitive and subject to rapid technological change.

Our ability to remain competitive depends in part on our ability to anticipate, develop, acquire and integrate new technologies, platforms and capabilities, including data-driven solutions, automation, generative AI and agentic AI.

These technologies may require significant and ongoing investment, involve long development cycles and uncertain returns, and may not be accepted by clients or generate expected benefits.

If we fail to keep pace with technological developments, or if competitors or new market entrants adopt new technologies more quickly or effectively, or if our clients develop their own AI-related capabilities, our services could become less attractive to clients, our competitive position could be harmed, and our revenues and profitability could decline.

In addition, the use of emerging technologies presents risks related to intellectual property, ethics, data privacy, cybersecurity and regulatory compliance.

Any failure to address these risks effectively could adversely affect our reputation, client relationships, business results of operations and financial condition.

Our liquidity, long-term financing needs, credit rating and access to capital markets is dependent on our agencies, operating cash flow.

Our agencies’ operating cash flows have a significant impact on our liquidity and access to short-term and long-term financing in the capital markets.

We maintain a committed, unsecured multi-currency revolving credit facility, which also provides us with the ability to issue commercial paper, and to manage and support our operating liquidity in the short term.

In addition, we issue senior long-term notes in the capital markets.

If our agencies’ operating cash flow significantly declines or any of these sources were unavailable to us or insufficient, our liquidity and ability to refinance our long-term debt could be impeded.

We could be required to restructure our debt, sell assets or take other actions, and our business, results of operations and financial condition would be adversely affected.

In addition, our credit rating, which is also dependent on our agencies operating cash flows among other factors, has a direct effect on our ability to obtain bank financing and access the capital markets.

A downgrade to our credit rating, for any reason, could increase our borrowing costs, reduce our capacity to borrow, or impede our ability to access the capital markets, and our results of operations and financial condition would be adversely affected.

See Part II for further discussion of our liquidity and capital resources.

Our agencies

Following the Merger, the size and complexity of our Company has increased significantly.

The use of personal information is critical to our advertising and marketing services.

These requirements generally mandate disclosures regarding data practices and provide individuals with expanded rights to access, delete, correct, or restrict the use of their personal information, including for targeted advertising.

Regulators and legislators in the European Union, the United Kingdom, and the United States have increasingly focused on the use of online tracking technologies and the sharing of personal information with third parties for targeted or behavioral advertising.

This has resulted in new or updated requirements under the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other U.S. state privacy laws.

If these laws or regulations are adopted, interpreted, or enforced in a manner that restricts our current practices, or if private market participants impose limitations on tracking technologies in response to privacy concerns, our digital services could become less effective, more costly to deliver, or subject to additional legal and operational constraints.

Such outcomes could reduce demand for our services and materially adversely affect our business, results of operations, and financial condition.

In addition, we may not be able to obtain insurance coverage for such risks on acceptable terms, or at all.

Changes in tax rates, tax laws, regulations or interpretations, or adverse outcomes of tax audits or proceedings could materially adversely affect our effective tax rate, results of operations, financial condition and cash flows.

We operate in numerous jurisdictions and are subject to a complex and evolving global tax environment.

The determination of our tax liabilities requires significant judgment, including with respect to the application of tax laws, transfer pricing arrangements, valuation of deferred tax assets and liabilities, and the interpretation of new or existing tax regulations.

Tax authorities may

challenge our positions, and adverse outcomes from audits, investigations or litigation could result in additional tax liabilities, penalties or interest that differ materially from amounts previously recorded.

Our effective tax rate and cash flows could also be adversely affected by changes in tax laws or policies, including changes to statutory tax rates, digital services taxes, the interpretation or enforcement of existing laws, or the adoption or modification of global minimum tax regimes, such as the Global Anti-Base Erosion issued by the Organization for Economic Co-operation and Development.

We also cannot guarantee that any such costs or losses will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

bribery laws and regulations.

The Merger may not be completed, and the Merger Agreement may be terminated in accordance with its terms.

The Merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the Merger, including, among others, the approval by our stockholders of our share issuance proposal, the approval by IPG stockholders of the proposal to adopt the Merger Agreement, the receipt of requisite regulatory approvals and the approval for listing on the New York Stock Exchange, or NYSE, of the shares of our common stock issuable to IPG stockholders pursuant to the Merger Agreement.

These conditions to the completion of the Merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed.

In addition, if the Merger is not completed by December 8, 2025, which date may be extended to June 8, 2026 in certain circumstances, either we or IPG may choose not to proceed with the Merger by terminating the Merger Agreement, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval.

In addition, we and IPG may elect to terminate the Merger in certain other circumstances as set forth in the Merger Agreement.

If the Merger Agreement is terminated under specified circumstances, Omnicom would be required to pay IPG a termination fee of $676 million.

Additionally, if the Merger Agreement is terminated in circumstances where the Omnicom shareholders have not approved our share issuance proposal, then Omnicom has agreed to reimburse IPG’s expenses up to $25 million.

Failure to complete the Merger could negatively impact the price of shares of our common stock, as well as our business and results of operations.

If the Merger is not completed for any reason, our business and results of operations may be adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including:

- we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock;

- we may experience negative reactions from clients, vendors, joint venture participants and other third parties with whom we do business, which in turn could affect our business operations or our ability to compete for new business or obtain renewals in the marketplace more broadly;

- we may experience negative reactions from employees;

- we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees; and

- we will have expended time and resources that could otherwise have been spent on our existing business and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and results of operations may be adversely affected.

If the Merger Agreement is terminated under specified circumstances, we may be required to pay IPG a termination fee or other termination‑related payment as discussed above.

Our and IPG’s business relationships may be subject to disruption due to uncertainty associated with the Merger, which could have a material effect on our business, results of operations, financial condition and cash flows or those of the combined company following the Merger.

Parties with whom we or IPG do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with us or IPG following the Merger.

Our and IPG’s business relationships may be subject to disruption as clients, vendors, landlords, joint venture participants and other third parties with whom we or IPG do business may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than us or IPG.

These disruptions could have a material and adverse effect on our and IPG’s business, results of operations, financial condition and cash flows, regardless of whether the Merger is completed, as well as a material and adverse effect on the combined company’s ability to realize the expected cost savings, operating synergies and other benefits of the Merger.

The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

The Merger Agreement subjects us to restrictions on business activities prior to the effective time of the Merger.

The Merger Agreement restricts us from entering into certain corporate transactions and taking other specified actions without the consent of IPG and generally requires us to continue our operations in the ordinary course through the completion of the Merger.

These restrictions could be in place for an extended period of time if completion of the Merger is delayed and could prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Merger.

We have incurred and expect to continue to incur costs associated with negotiating and completing the Merger and combining the operations of the two companies.

These costs have been, and will continue to be, substantial.

The substantial majority of costs will consist of transaction costs related to the Merger and include, among others, fees paid to financial, legal and accounting advisors, filing fees, employee retention and other employment-related costs, and debt restructuring costs.

Many of these costs will be borne by us even if the Merger is not completed.

Litigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial costs to us.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement.

Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources.

An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.

Lawsuits that may be brought against us, IPG, or our or their directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger.

One of the conditions to the closing of the Merger is that no Law or Order (each as defined in the Merger Agreement) is promulgated, entered, enforced, enacted or issued by any governmental entity of competent jurisdiction in which we, IPG, or our or their subsidiaries have material assets or material business operations, which prohibits, restrains or makes illegal the consummation of the Merger.

Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all, which may adversely affect our businesses, results of operations, financial condition and cash flows.

In addition, either we or IPG may terminate the Merger Agreement if any Law or Order has been promulgated, entered, enforced, enacted or issued by any governmental entity of competent jurisdiction in which we, IPG, or our or their subsidiaries have material assets or material business operations, which is in effect and permanently prohibits, restrains, enjoins or makes illegal the consummation of the Merger, so long as our or Merger Sub’s (in the case of a termination by us) or IPG’s (in the case of a termination by IPG) material breach of any obligations under the Merger Agreement has not been the primary cause of, or resulted in, the enactment or issuance of such Law or Order, decree, ruling, injunction or other action.

There can be no assurance that any of the defendants would be successful in the outcome of any potential future lawsuits.

The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the combined company’s business, results of operations, financial condition and cash flows.

We and IPG have operated and, until the completion of the Merger, will continue to operate independently.

Global economic disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in [removed: countries that comprise] our major [removed: markets] [added: markets,] and labor [removed: and] [added: or] supply chain [removed: challenges] [added: challenges,] could [removed: cause] [added: contribute to] economic uncertainty and volatility.

The impact of these [removed: issues] [added: conditions] on our business [removed: will] [added: may] vary by geographic market and [added: service] discipline.

[removed: In response to reductions in revenue, we can] [added: We monitor macroeconomic conditions, client revenue levels, and other relevant factors and may] take actions to align our cost structure with changes in client demand and [added: to] manage [removed: our] working capital.

However, there can be no assurance [removed: as to the effectiveness of our efforts] [added: that such actions will be sufficient] to mitigate [removed: any impact of] the [removed: current and future] [added: effects of] adverse economic conditions, reductions in client [removed: revenue,] [added: spending,] changes in client [removed: creditworthiness and] [added: creditworthiness, or] other developments.

Our [removed: portfolio of companies includes our] global [removed: networks, BBDO, DDB, TBWA,] [added: networks include:] Omnicom [added: Advertising (OA), Omnicom] Media [removed: Group,] [added: (OM),] the DAS Group of [removed: Companies,] [added: Companies (DAS),] and the Communications Consultancy [removed: Network.][added: Network (CCN).]

On a global, pan-regional, and local basis, our [removed: networks, practice areas and] agencies provide a comprehensive range of services in the following fundamental disciplines: Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support.

Media & Advertising includes [removed: creative services across digital and traditional media,] strategic media [removed: planning] [added: planning, buying] and [removed: buying, performance media,] [added: optimization,] data [removed: analytics] [added: and analytics, creative] services, and [removed: Omnicom Production.][added: content production.]

Public Relations services include corporate communications, crisis [added: management, public affairs and media and media relations services.]

Branding & Retail Commerce [removed: services include] [added: includes] brand and product consulting, strategy and [removed: research] [added: research,] and retail marketing.

Our geographic markets include the Americas, which includes North America and Latin America, Europe, [removed: EMEA,] [added: the Middle East] and [added: Africa (EMEA), and] Asia-Pacific.

While our networks, [removed: practice areas] [added: connected capabilities] and agencies operate under different names and frame their ideas in different disciplines, we organize our services around our clients.

This client-centric business model requires that multiple agencies [added: and disciplines] within Omnicom collaborate in formal [added: client networks, such as our CSLs] and [added: GGT, as well as] informal virtual client [removed: networks utilizing our key] [added: networks, resulting in a] client matrix organization structure.

This collaboration allows us [removed: to cut across our internal organizational structures to] execute our clients’ marketing requirements in a consistent and comprehensive manner.

We believe generative AI [added: and agentic AI have, and] will [removed: have] [added: continue to have,] a significant [removed: effect] [added: impact] on how we provide services to our clients and how we enhance the productivity of our people.

[removed: We are] [added: As we continue to make investments in new technologies, we remain] committed to responsible AI practices and collaboration to harness AI's potential, while evaluating related risks, such as ethical considerations, public perception and reputational concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and our ability to effectively adopt this new emerging technology.

[removed: For the year ended December 31, 2024, our largest client represented 2.7% of revenue, and our] [added: Our] 100 largest clients, which represent many of the [removed: world's] major marketers, represented approximately 54% of [removed: revenue.][added: revenue and were each served, on average, by approximately 55 of our agencies.]

Our clients operate in virtually every sector of the global economy, with no one industry representing more than [removed: 17%] [added: 15%] of our revenue in [removed: 2024.][added: 2025.]

Global economic conditions [added: and disruptions] have a direct impact on our business and financial performance.

Adverse global economic conditions [added: and disruptions] pose a risk that our clients may reduce, postpone or cancel spending on marketing and communications services, which would reduce the demand for our services.

Revenue is typically lower in the first and third quarters and higher in the second and fourth quarters, reflecting client spending patterns during the [removed: year and] [added: year, as well as] additional project work that usually occurs in the fourth quarter.

Given our size and breadth, we [removed: manage our business by monitoring] [added: monitor] several financial indicators.

The [removed: key performance indicators] [added: KPIs] that we focus on are revenue growth and variability of operating expenses.

We analyze revenue growth by reviewing the components and mix of the growth, including growth by principal regional market, [removed: practice area] [added: connected capabilities] and marketing [removed: discipline,] [added: disciplines,] the impact from foreign currency exchange rate changes, [removed: growth from acquisitions, net of dispositions,] and growth from our largest clients.

[removed: Worldwide] [added: In 2024, worldwide] revenue [removed: in 2024] increased [added: by] $996.9 million, or 6.8%, to [removed: $15.7 billion] [added: $15,689.1 million,] compared to [removed: $14.7 billion] [added: $14,692.2 million] in 2023.

[removed: Worldwide organic] [added: Constant currency] growth [removed: (defined below) increased revenue $768.7] [added: of $1,062.4] million, or [removed: 5.2%, reflecting] [added: 7.2%, primarily reflected] increased client spending in [removed: our] Media & Advertising, [added: led by our media business, as well as] Precision Marketing, [removed: Experiential and] Public Relations [removed: disciplines] and [removed: in all of our major geographic markets] [added: Experiential disciplines] compared to the prior year.

In North America, [removed: organic revenue] [added: constant currency] growth in 2024 compared to the prior year was primarily driven by strong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and our Precision Marketing, Experiential, and Public Relations disciplines.

[removed: The organic] [added: Constant currency] growth was partially offset by underperformance in our Branding & Retail Commerce, Execution & [removed: Support] [added: Support,] and Healthcare disciplines.

Acquisitions, net of dispositions, [added: for 2024] positively impacted revenue and were primarily related to the purchase of Flywheel Digital in January 2024 and [added: acquisition activity in our Media & Advertising discipline in the second half of 2023, partially offset by dispositions in the Execution & Support discipline in the first half of 2023.]

[added: Our U.S. revenue in our Precision Marketing discipline benefited from the acquisition of Flywheel Digital in January 2024 and] acquisitions [added: completed] in the second half of 2023 [removed: in] [added: within] our Public Relations discipline, partially offset by dispositions in the Execution & Support discipline [removed: in] [added: during] the first half of 2023.

In Europe, [removed: organic revenue] [added: constant currency] growth in 2024 compared to the prior year was driven by strong performance in our Media & Advertising discipline, led by our media business, and in our Experiential and Execution & Support disciplines, partially offset by underperformance in our Precision Marketing, Branding & Retail Commerce and Public Relations disciplines.

Foreign currency exchange rate changes increased revenue [removed: year-over-year,] [added: year-over-year by $20.8 million, or 0.5%,] primarily as a result of the strengthening of the British Pound, partially offset by the weakening of several currencies against the U.S. [removed: Dollar year-over-year.][added: Dollar.]

In Latin America, [removed: organic revenue] [added: constant currency] growth in 2024 compared to the prior [removed: year,] [added: year] increased in [added: substantially] all disciplines, led by Media & Advertising, and in all countries in the region.

The weakening of most currencies against the U.S. Dollar decreased revenue in [removed: 2024,] [added: 2024 by $39.0 million, or 10.1%,] compared to 2023.

[removed: Acquisitions positively] [added: Constant currency growth in the region was] impacted [removed: revenue and were primarily related to acquisition activity] [added: positively by acquisitions] in our Media & Advertising discipline in the prior year and the purchase of Flywheel Digital in January 2024.

[removed: Organic] [added: In Asia-Pacific, constant currency] growth in [added: 2024 of $104.2 million, or 5.9%, compared to 2023 was driven by] our Media & Advertising [removed: discipline was] [added: discipline,] partially offset by underperformance in our Precision Marketing and Public Relations disciplines.

Substantially all markets in the region, especially China, India, Australia, the Philippines and Thailand, had positive [removed: organic revenue] [added: constant currency] growth as compared to the prior year.

Foreign currency changes decreased revenue for the [removed: year,] [added: year by $35.1 million, or 2.0%,] primarily as a result of the weakening of the Japanese Yen and Chinese Reminbi against the U.S. Dollar.

The year-over-year changes in worldwide revenue in 2024, compared to 2023, in our fundamental disciplines were: Media & Advertising increased [removed: $575.0] [added: $554.3] million, Precision Marketing increased [removed: $347.4] [added: $361.6] million, Public Relations increased [removed: $100.3] [added: $100.5] million, Healthcare decreased [removed: $8.0] [added: $5.3] million, Branding & Retail Commerce decreased [removed: $60.8] [added: $61.6] million, Experiential increased [removed: $80.1 million] [added: $84.2 million,] and Execution & Support decreased [removed: $37.1] [added: $36.8] million.

The increases in worldwide revenue across our principal regional markets were: North America [removed: $699.2] [added: $942.0] million, Europe [removed: $172.1] [added: $365.9] million, Asia-Pacific [removed: $69.1] [added: $78.4] million and Latin America [removed: $46.9] [added: $106.5] million.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [added: 2023] | | | | | | $ Change | | | | | | [removed: % Change] | | | | | | [removed: | | | | | |] [added: $ Change] | | |

Merger with IPG

On the Closing Date, Omnicom completed its Merger with IPG.

As previously reported, on December 8, 2024, Omnicom entered into the Merger Agreement with IPG and EXT Subsidiary Inc., a Delaware corporation and a direct wholly owned subsidiary of Omnicom (the “Merger Sub”).

On the Closing Date, pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into IPG, with IPG continuing as the surviving corporation and a direct wholly owned subsidiary of Omnicom.

Upon the Merger, each outstanding share of IPG common stock (other than certain excluded shares) converted into the right to receive 0.344 shares of Omnicom common stock and cash in lieu of fractional shares.

Following the closing of the Merger, legacy Omnicom shareholders owned approximately 60.6% of the combined company and legacy IPG shareholders owned approximately 39.4%, on a fully diluted basis (see Note 5 to the consolidated financial statements).

Omnicom’s common stock continues to trade on the New York Stock Exchange , or NYSE, under the symbol “OMC,” and IPG’s common stock has ceased trading.

The Merger qualified as a tax-free reorganization for U.S. federal income tax purposes, and the combined company operates under the Omnicom name with headquarters in New York, New York.

Omnicom is the acquirer of IPG under U.S. GAAP, and as a result, the consolidated financial statements of Omnicom for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of IPG.

The results of operations of IPG are included in Omnicom’s consolidated financial statements only from the Closing Date forward.

Accordingly, Omnicom’s results of operations, financial condition and cash flows after the Closing Date are not comparable to prior periods due to the inclusion of IPG’s results from the Closing Date (see Note 5 to the consolidated financial statements).

IPG Senior Notes Exchange Offers

In connection with the Merger, Omnicom commenced offers to exchange all outstanding notes of certain series issued by IPG for up to $2.95 billion in aggregate principal amount of new notes issued by Omnicom.

As a result of these exchange offers, which were completed on December 2, 2025, approximately 94% of IPG's outstanding senior notes were exchanged for $2.76 billion in aggregate principal amount of new notes issued by Omnicom.

The remaining approximately 6% of IPG's senior notes that were not tendered for exchange by holders remain outstanding obligations of IPG, a wholly owned subsidiary of Omnicom (see Note 7 to the consolidated financial statements).

Omnicom is a strategic holding company that operates through global networks, connected capabilities and specialized agencies, which connect its comprehensive portfolio of companies to deliver marketing, sales, communications, and commerce services to many of the largest global companies.

Our products and service offerings support client objectives across our primary focus areas: media, content, commerce, generative AI, and branding communications.

Omnicom’s agencies integrate data, creativity, and technology to deliver coordinated marketing, communications, and commerce solutions.

All of our agencies are supported by our integrated technology platform: Omni- including Acxiom and Interact, which were acquired from IPG and Flywheel Commerce Cloud, as well as privacy-focused identity and data management capabilities.

These capabilities include the integration of emerging AI-based tools, such as generative AI, into planning, creative advertising, media, and analytics workflows.

Omnicom client teams collaborate and accelerate client-service innovation through two integral enterprise-wide solutions: the Global Growth Team (GGT) and our Client Success Leaders (CSLs).

GGT ensures an integrated, enterprise-level view of client needs and innovative solutions across new business development.

CSLs manage our agency’s capabilities, providing holistic, tailored solutions across our service lines for individual client strategies and key performance indicators (KPIs) to enable client success.

OA includes our creative brands, BBDO, TBWA, and McCann, which we acquired from IPG, and the brands included within the Advertising Collective.

OM includes OMD, PHD, Hearts & Sciences, as well as UM, Acxiom, Initiative and Mediahub, which we acquired from IPG.

DAS includes Omnicom Precision Marketing and MRM, which we acquired from IPG and Omnicom Health, which includes IPG Health.

CCN includes FleishmanHillard and Ketchum, as well as Golin and Weber Shandwick, which we acquired from IPG.

Precision Marketing includes technology and digital transformation consulting, decision sciences, digital experience design, customer relationship management, and e-commerce and enterprise platforms.

Our Omni platform integrates data and technology in support of the services provided by all of our disciplines.

As the marketing industry adjusts to the evolving AI landscape, we seek to leverage these technologies to better serve our clients and maintain our competitive advantage.

In January 2026, we unveiled our next generation of Omni, our proprietary marketing intelligence platform.

Omni integrates our connected capabilities, high-quality and comprehensive identity and data infrastructure, and cutting-edge AI into a single operating system that we believe will give clients a unified foundation to connect strategy, execution, and performance across their entire marketing ecosystem.

In many cases, multiple agencies within our networks serve different brands, product groups or both within the same client.

For example, in 2025, our largest client represented 2.4% of revenue and was served by approximately 144 of our agencies.

Worldwide revenue in 2025 increased by $1.6 billion, or 10.1%, to $17.3 billion compared to $15.7 billion in 2024.

Our performance benefited from one month of IPG operations recorded in the fourth quarter of 2025.

The year-over-year increase in worldwide revenue reflected worldwide constant currency growth (defined below) of $1,458.2 million, or 9.3%, which was driven primarily by increased client spending in our Media & Advertising, Precision Marketing, Experiential and Healthcare disciplines and in substantially all of our major geographic markets, and a favorable impact from foreign exchange rates of $124.6 million, or 0.8%.

Our performance in the region also benefited from one month of IPG operations recorded in the fourth quarter of 2025.

The impact of foreign currency exchange rates on revenue was nominal.

Our performance in the region also benefited from one month of IPG operations recorded in the fourth quarter of 2025.

We monitor economic conditions closely, as well as client revenue levels and other factors.

Agreement to Acquire IPG

On December 8, 2024, we entered into the Merger Agreement with IPG.

Upon closing, each share of IPG common stock will be exchanged for 0.344 shares of Omnicom common stock.

The closing of the Merger is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by Omnicom stockholders and IPG stockholders.

If completed, the Merger is expected to have a material impact on our business, results of operations and financial condition.

For additional information, see Item 1, “Business - *Agreement to Acquire IPG.*”

We are a strategic holding company providing data-inspired, creative marketing and sales solutions to many of the largest global companies.

All of our global networks integrate their service offerings with the Omnicom branded practice areas, including Omnicom Health Group, Omnicom Precision Marketing Group, Omnicom Commerce Group, Omnicom Advertising Collective, Omnicom Public Relations Group, Omnicom Brand Consulting Group, Flywheel Digital and Omnicom Production, a practice area that brings together Omnicom’s global production capabilities, as well as our Experiential businesses and Execution & Support businesses, which includes Omnicom Specialty Marketing Group.

In August 2024, we announced the formation of Omnicom Advertising Group, or OAG, a new global organization that aligns the world-class creative networks BBDO, DDB and TBWA, as well as leading agencies within the Omnicom Advertising Collective.

OAG began operations in January 2025.

In January 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $845 million.

Precision Marketing includes digital and direct marketing, digital transformation consulting, e-commerce operations, media execution, market intelligence and data and analytics.

management, public affairs and media and media relations services.

We operate in all major markets and have a large client base.

As with any new technology, we are working closely with our clients and technology partners to take advantage of the benefits of AI while being mindful of its limitations, risks, and privacy concerns.

The rapidly developing nature of AI technology makes it difficult to assess the full impact on our business at this time.

We operate in all major markets and have a large client base.

Our Public Relations discipline was helped by spending on the U.S. elections, and the Experiential discipline benefited from spending on the Summer Olympics.

Changes in foreign exchange rates reduced revenue $65.5 million, or 0.4%, and acquisition revenue, net of disposition revenue, increased revenue $293.7 million, or 2.0% (see Note 5 and 14 to the consolidated financial statements).

Our Public Relations discipline was helped by spending on the U.S. elections, and the Experiential discipline benefited from spending on the Summer Olympics.

Acquisitions, net of dispositions for 2024, positively impacted revenue and were primarily related to the purchase of Flywheel Digital in January 2024 and acquisition activity in our Media & Advertising discipline in the second half of 2023, partially offset by dispositions in the Execution & Support discipline in the first half of 2023.

In Asia-Pacific, during 2024, organic revenue increased compared to 2023.

Acquisition activity, including the purchase of Flywheel Digital in January 2024, increased revenue compared to the prior year.

| EBITA1,2,3 | | | $ | 2,362.1 | | | | | $ | 2,166.5 | | | | | | | | | | | $ | 195.6 | | | | | 9.0 | | % | | | | | | | | | | | | |

In 2023, operating expenses included real estate operating lease impairment charges, severance and other exit costs of $191.5 million ($145.5 million after-tax) related to repositioning actions we took in the first and second quarters of 2023 to reduce our real estate requirements, rebalance our workforce, and consolidate operations in certain markets.

In addition, in the second quarter of 2023, we recorded a gain of $78.8 million ($55.9 million after-tax) on the disposition of certain of our research businesses in the Execution & Support discipline.

In valuing these identified intangible assets, we typically use an income approach and consider comparable market participant measurements.

| Charges arising from the effects of the war in Ukraine3 | | | — | | | | | | — | | | | | | 113.4 | | | | | | — | | | | | | | | | | | | (113.4) | | |

| Gain on disposition of subsidiary2 | | | — | | | | | | (78.8) | | | | | | — | | | | | | 78.8 | | | | | | | | | | | | (78.8) | | |

| Operating Margin % | | | 14.5 | | % | | | | 14.3 | | % | | | | 14.6 | | % | | | | 0.2 | | % | | | | | | | | | | (0.3) | | % |

3) For the year ended December 31, 2022, operating expenses included $113.4 million of charges recorded in the first quarter of 2022, as well as an additional net income tax charge of $4.8 million, related to the disposition of our businesses in Russia, which reduced net income - Omnicom Group Inc. by $118.2 million and diluted net income per share - Omnicom Group Inc. by $0.57 (see Note 15 to the consolidated financial statements).

and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods.

| Acquisition revenue, net of disposition revenue | | | 293.7 | | | | | | 2.0 | | % | | | | 205.3 | | | | | | 2.7 | | % | | | | 88.4 | | | | | | 1.2 | | % |

| Organic growth | | | 768.7 | | | | | | 5.2 | | % | | | | 509.6 | | | | | | 6.8 | | % | | | | 259.1 | | | | | | 3.6 | | % |

| Year Ended December 31, 2022 | | | $ | 14,289.1 | | | | | | | | | | | $ | 7,367.3 | | | | | | | | | | | $ | 6,921.8 | | | | | | | |

| Acquisition revenue, net of disposition revenue | | | (153.1) | | | | | | (1.1) | | % | | | | (87.2) | | | | | | (1.2) | | % | | | | (65.9) | | | | | | (1.0) | | % |

| Organic growth | | | 584.5 | | | | | | 4.1 | | % | | | | 191.5 | | | | | | 2.6 | | % | | | | 393.0 | | | | | | 5.7 | | % |

| Year Ended December 31, 2023 | | | $ | 14,692.2 | | | | | 2.8 | | % | | | | $ | 7,471.6 | | | | | 1.4 | | % | | | | $ | 7,220.6 | | | | | 4.3 | | % |

- Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date.

We use net investment hedges to manage the volatility of foreign exchange rates [removed: on the investment in our foreign subsidiaries.]

Based on the results of the model, we estimate with 95% confidence a maximum one-day change in the net fair value of our derivative financial instruments at December 31, [removed: 2024] [added: 2025] was not material.

In [removed: 2024,] [added: 2025,] our international operations represented approximately [removed: 48%] [added: 47%] of our revenue.

To manage this risk, at December 31, [added: 2025 and December 31,] 2024, we had outstanding forward foreign exchange contracts with an aggregate notional amount of [added: $27.4 million and] $4.7 [removed: million.][added: million, respectively.]

Foreign currency derivatives are designated as [removed: economic] [added: fair value] hedges; therefore, any gain or loss in fair value incurred on those instruments is [added: recorded in results of operations and is] generally offset by decreases or increases in the fair value of the underlying exposure.

[removed: We have fixed-to-fixed cross currency] [added: The Yen/U.S. Dollar] swaps [removed: with a notional value of $150 million that] hedge a portion of the net investment in our Japanese subsidiaries against volatility in the Yen/U.S. Dollar exchange rate.

The swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in [removed: 2025] [added: 2028, 2029, 2032] and [removed: 2029.][added: 2033.]

Changes in the fair value of the swaps are recognized in foreign currency translation and are reported in [removed: accumulated other comprehensive income (loss), or] AOCI.

We recorded a reduction of interest expense of [removed: $6.6] [added: $10.3] million in [removed: each of 2024] [added: 2025] and [removed: 2023.][added: $6.6 million in 2024.]

At December 31, [removed: 2024,] [added: 2025,] an asset of [removed: $9.3] [added: $7.1] million is recorded in other assets, and at December 31, [removed: 2023, a liability] [added: 2024, an asset] of [removed: $6.6] [added: $9.3] million is recorded in [removed: long-term liabilities,] [added: other assets,] for the swap fair value.

There were no interest rate swaps in [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Long-term debt at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] consisted entirely of fixed-rate debt.

Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk as our largest client represented [removed: 2.7%] [added: 2.4%] of revenue in [removed: 2024.][added: 2025.]

[added: If permitted by] local law and the client agreement, many of our agencies purchase media and production services for our clients as an agent for a disclosed principal.

on the investment in our foreign subsidiaries.

We have fixed-to-fixed Yen/U.S. Dollar exchange rate and Sterling/Euro exchange rate cross currency swaps with a notional value of $181 million and £325.0 million, respectively.

The Sterling/Euro swaps hedge the exchange rate volatility on a portion of the Sterling Entity's net investment in Euro Functional currency subsidiaries.

We operate in all major international markets including the U.K., Euro Zone, Australia, Brazil, Canada, China and Japan.

Our agencies transact business in more than 50 different currencies.

The net fair value of the forward foreign contracts at December 31, 2024 was not material (see Note 22 to the consolidated financial statements).

At December 31, 2023, there were no forward foreign exchange contracts outstanding.

We receive net fixed U.S. Dollar interest payments.

If permitted by

[removed: On] [added: As previously reported, on] December 8, 2024, Omnicom entered into an Agreement and Plan of [removed: Merger, or the] Merger [removed: Agreement, by] [added: (the “Merger Agreement”) with IPG] and [removed: among Omnicom,] EXT Subsidiary Inc., a [removed: direct wholly owned subsidiary of Omnicom, or Merger Sub, and IPG, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with] [added: Delaware corporation] and [removed: into IPG, or the Merger, with IPG surviving the Merger as] a [added: direct] wholly owned subsidiary of [removed: Omnicom.][added: Omnicom (“Merger Sub”).]

Following the [removed: close] [added: closing] of the Merger, [added: legacy] Omnicom shareholders [removed: are expected to own] [added: owned] approximately 60.6% of the combined company and [added: legacy] IPG shareholders [removed: are expected to own] [added: owned] approximately 39.4%, on a fully diluted [removed: basis.][added: basis (see Note 5 to the consolidated financial statements).]

Our [removed: portfolio of companies includes our] global [removed: networks, BBDO, DDB and TBWA,] [added: networks include:] Omnicom [added: Advertising (OA), Omnicom] Media [removed: Group,] [added: (OM),] the DAS Group of [removed: Companies,] [added: Companies (DAS),] and the Communications Consultancy [removed: Network.][added: Network (CCN).]

On a global, pan-regional, and local basis, our [removed: networks, practice areas and] agencies provide a comprehensive range of services in the following fundamental disciplines: Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support.

Media & Advertising includes [removed: creative services across digital and traditional media,] strategic media [removed: planning] [added: planning, buying] and [removed: buying, performance media,] [added: optimization,] data [removed: analytics] [added: and analytics, creative] services, and [removed: Omnicom Production.][added: content production.]

Branding & Retail Commerce [removed: services include] [added: includes] brand and product consulting, strategy and [removed: research] [added: research,] and retail marketing.

Our geographic markets include the Americas, which includes North America and Latin America, Europe, the Middle East and [removed: Africa, or EMEA,] [added: Africa (EMEA),] and Asia-Pacific.

While our networks, [removed: practice areas] [added: connected capabilities] and agencies operate under different names and frame their ideas in different disciplines, we organize our services around our clients.

This client-centric business model requires that multiple agencies [added: and disciplines] within Omnicom collaborate in formal [added: client networks, such as our CSLs] and [added: GGT, as well as] informal virtual client [removed: networks utilizing our key] [added: networks, resulting in a] client matrix organization structure.

This collaboration allows us [removed: to cut across our internal organizational structures to] execute our clients’ marketing requirements in a consistent and comprehensive manner.

In addition, we pursue selective acquisitions of complementary companies with strong entrepreneurial management teams that [added: could] fill gaps in our service delivery to our existing clients.

We believe generative AI [added: and agentic AI have, and] will [removed: have] [added: continue to have,] a significant [removed: effect] [added: impact] on how we provide services to our clients and how we enhance the productivity of our people.

[removed: We are] [added: As we continue to make investments in new technologies, we remain] committed to responsible AI practices and collaboration to harness AI's potential, while evaluating related risks, such as ethical considerations, public perception and reputational concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and our ability to effectively adopt this new emerging technology.

| | | | [removed: branding] [added: advertising] | | | | | | media planning and buying | | |

| | | | [removed: content marketing] [added: branding] | | | | | | merchandising and point of sale | | |

| | | | [added: customer] data analytics [added: and data-driven decision making] | | | | | | organizational communications | | |

| | | | [removed: database] [added: customer relationship] management | | | | | | package design | | |

| | | | digital transformation [removed: consulting] | | | | | | promotional marketing | | |

| | | | entertainment marketing | | | | | | public [removed: affairs] [added: relations] | | |

| | | | field marketing | | | | | | [removed: retail] [added: shopper] marketing | | |

| | | | [removed: financial/corporate business-to-business advertising] [added: experiential marketing] | | | | | | retail media and e-commerce | | |

| | | | healthcare marketing and communications | | | | | | [removed: shopper marketing] [added: structured innovation] | | |

| | | | [removed: instore] [added: in-store] design | | | | | | studio production | | |

| | | | [removed: investor relations] [added: marketing research] | | | | | | sports and event marketing | | |

We believe that our [removed: key] client matrix organization structure approach to collaboration and integration of our services and solutions have provided a competitive advantage to our business in the past and we expect this to continue over the medium and long term.

Our [removed: key] client matrix organization structure facilitates superior client management and allows for greater integration across our service platforms.

Our overarching strategy is to continue to use our [removed: virtual client networks] [added: CSLs] to grow our business relationships with our largest clients by serving them across our networks, [removed: disciplines] [added: agencies] and geographies.

The various components of our business, including revenue by discipline and geographic area, and material factors that affected us in the three years ended December 31, [removed: 2024,] [added: 2025,] are discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: (“MD&A”).][added: (MD&A).]

Our clients operate in virtually every sector of the global [removed: economy.][added: economy, with no one industry representing more than 15% of our revenue in 2025.]

In many cases, multiple [removed: agencies, practice areas or] [added: agencies within our] networks serve different brands, product groups or both within the same client.

For example, in [removed: 2024,] [added: 2025,] our largest client represented [removed: 2.7%] [added: 2.4%] of revenue and was served by approximately [removed: 155] [added: 144] of our agencies.

Although [added: our revenue is generally balanced between the United States and international markets and] we have a large and diverse client base, we are not immune to general economic downturns.

Human capital management strategies are developed collectively by senior management, including the management teams of our [removed: networks, practice areas,] [added: networks] and agencies, and are overseen by our Board of Directors.

At December 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 74,900] [added: 120,000] people worldwide, including [removed: 31,200] [added: 55,300] people in the Americas, [removed: 26,800] [added: 38,000] people in EMEA, and [removed: 16,900] [added: 26,700] people in Asia-Pacific.

The United States is our largest employee base, where we employed approximately [removed: 21,900] [added: 37,700] people.

See [added: our] MD&A for the effect of salary and related costs on our results of operations.

Our environmental sustainability initiatives [removed: focus on] [added: include efforts to reduce greenhouse gas] emissions [removed: reductions] through [removed: efficiency of] [added: improvements in] office [removed: space,] [added: space efficiency,] energy usage, [removed: travel] [added: employee travel,] and [removed: vendor engagement.][added: engagement with vendors.]

Our emissions [removed: reductions strategy, in line with the 1.5 degree Celsius climate scenario,] [added: reduction strategy] was [removed: submitted to] [added: reviewed] and approved by the Science Based [removed: Target initiative, or SBTi, which publicly audits companies on their emissions reduction efforts.][added: Targets initiative (SBTi) against a 1.5 degree Celsius scenario, and we continue to monitor developments in methodology and implementation.]

[removed: The] [added: In the] European [removed: Union’s] [added: Union, the] Corporate Sustainability Reporting Directive [removed: has established] [added: (CSRD) establishes sustainability] disclosure requirements based on the European Sustainability Reporting [removed: Standards, or ESRS.][added: Standards (ESRS) for in-scope companies.]

At January 30, [removed: 2025,] [added: 2026,] our executive officers were:

Merger with IPG

On November 26, 2025 (the “Closing Date”), Omnicom completed its Merger with IPG (the “Merger”).

On the Closing Date, pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into IPG, with IPG continuing as the surviving corporation and a direct wholly owned subsidiary of Omnicom.

Upon the Merger, each outstanding share of IPG common stock (other than certain excluded shares) converted into the right to receive 0.344 shares of Omnicom common stock and cash in lieu of fractional shares.

Omnicom’s common stock continues to trade on the New York Stock Exchange, or NYSE, under the symbol “OMC,” and IPG’s common stock has ceased trading.

The Merger qualified as a tax-free reorganization for U.S. federal income tax purposes, and the combined company operates under the Omnicom name with headquarters in New York, New York.

Omnicom is the acquirer of IPG under U.S. generally accepted accounting principles (U.S. GAAP), and as a result, the consolidated financial statements of Omnicom for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of IPG.

The results of operations of IPG are included in Omnicom’s consolidated financial statements only from the Closing Date forward.

Accordingly, Omnicom’s results of operations, financial condition and cash flows after the Closing Date are not comparable to prior periods due to the inclusion of IPG’s results from the Closing Date (see Note 5 to the consolidated financial statements).

IPG Senior Notes Exchange Offers

In connection with the Merger, Omnicom commenced offers to exchange all outstanding notes of certain series issued by IPG for up to $2.95 billion in aggregate principal amount of new notes issued by Omnicom.

As a result of these exchange offers, which were completed on December 2, 2025, approximately 94% of IPG's outstanding senior notes were exchanged for $2.76 billion in aggregate principal amount of new notes issued by Omnicom.

The remaining approximately 6% of IPG's senior notes that were not tendered for exchange by holders remain outstanding obligations of IPG, a wholly owned subsidiary of Omnicom (see Note 7 to the consolidated financial statements).

Omnicom is a strategic holding company that operates through global networks, connected capabilities and specialized agencies, which connect its comprehensive portfolio of companies to deliver marketing, sales, communications, and commerce services to many of the largest global companies.

Our products and service offerings support client objectives across our primary focus areas: media, content, commerce, generative AI, and branding communications.

Omnicom’s agencies integrate data, creativity, and technology to deliver coordinated marketing, communications, and commerce solutions.

All of our agencies are supported by our integrated technology platform: Omni- including Acxiom and Interact, which were acquired from IPG and Flywheel Commerce Cloud, as well as privacy-focused identity and data management capabilities.

These capabilities include the integration of emerging AI-based tools, such as generative AI, into planning, creative advertising, media, and analytics workflows.

Omnicom client teams collaborate and accelerate client-service innovation through two integral enterprise-wide solutions: the Global Growth Team (GGT) and our Client Success Leaders (CSLs).

GGT ensures an integrated, enterprise-level view of client needs and innovative solutions across new business development.

CSLs manage our agency’s capabilities, providing holistic, tailored solutions across our service lines for individual client strategies and key performance indicators (KPIs) to enable client success.

OA includes our creative brands, BBDO, TBWA, and McCann, which we acquired from IPG, and the brands included within the Advertising Collective.

OM includes OMD, PHD, Hearts & Sciences, as well as UM, Acxiom, Initiative and Mediahub, which we acquired from IPG.

DAS includes Omnicom Precision Marketing and MRM, which we acquired from IPG and Omnicom Health, which includes IPG Health.

CCN includes FleishmanHillard and Ketchum, as well as Golin and Weber Shandwick, which we acquired from IPG.

Precision Marketing includes technology and digital transformation consulting, decision sciences, digital experience design, customer relationship management, and e-commerce and enterprise platforms.

Our Omni platform integrates data and technology in support of the services provided by all of our disciplines.

As the marketing industry adjusts to the evolving AI landscape, we seek to leverage these technologies to better serve our clients and maintain our competitive advantage.

In January 2026, we unveiled our next generation of Omni, our proprietary marketing intelligence platform.

Omni integrates our connected capabilities, high-quality and comprehensive identity and data infrastructure, and cutting-edge AI into a single operating system that we believe will give clients a unified foundation to connect strategy, execution, and performance across their entire marketing ecosystem.

Global economic conditions and disruptions have a direct impact on our business and financial performance.

Adverse global economic conditions and disruptions pose a risk that our clients may reduce, postpone or cancel spending on marketing and communications services, which would reduce the demand for our services.

Revenue is typically lower in the first and third quarters and higher in the second and fourth quarters, reflecting client spending patterns during the year, as well as additional project work that usually occurs in the fourth quarter.

Certain global events targeted by major marketers for advertising expenditures, such as the FIFA World Cup and the Olympics, and certain national events, such as the U.S. election process, may affect our revenue year-over-year in certain businesses.

Typically, these events do not have a significant impact on our revenue in any period.

Given our size and breadth, we monitor several financial indicators.

The KPIs that we focus on are revenue growth and variability of operating expenses.

We analyze revenue growth by reviewing the components and mix of the growth, including growth by principal regional market, connected capabilities and marketing disciplines, the impact from foreign currency exchange rate changes, and growth from our largest clients.

Operating expenses primarily consist of cost of services, selling, general and administrative expenses, or SG&A, and depreciation and amortization, and are analyzed for each network by the Chief Operating Decision Maker, who allocates resources accordingly.

| | | | content marketing | | | | | | mobile marketing | | |

Agreement to Acquire IPG

Under the terms of the Merger Agreement, IPG shareholders will receive 0.344 shares of Omnicom common stock for each share of IPG common stock they own.

The completion of the Merger is subject to customary closing conditions, including required regulatory approvals and the approval of the stockholders of both Omnicom and IPG.

If completed, the Merger is expected to have a material impact on our business, results of operations and financial condition.

We are a strategic holding company providing data-inspired, creative marketing and sales solutions to many of the largest global companies.

All of our global networks integrate their service offerings with the Omnicom branded practice areas, including Omnicom Health Group, Omnicom Precision Marketing Group, Omnicom Commerce Group, Omnicom Advertising Collective, Omnicom Public Relations Group, Omnicom Brand Consulting Group, Flywheel Digital and Omnicom Production, a practice area that brings together Omnicom’s global production capabilities, as well as our Experiential businesses and Execution & Support businesses, which includes Omnicom Specialty Marketing Group.

In August 2024, we announced the formation of Omnicom Advertising Group, or OAG, a new global organization that aligns the world-class creative networks BBDO, DDB and TBWA, as well as leading agencies within the Omnicom Advertising Collective.

OAG began operations in January 2025.

We operate in a highly competitive industry and compete against other global, national and regional advertising, marketing and communications services companies, as well as technology, social media and professional services companies.

The proliferation of media channels, including the rapid development and integration of interactive technologies and media, has fragmented consumer audiences targeted by our clients.

These developments make it more complex for marketers to reach their target audiences in a cost-effective way, causing them to turn to Omnicom for a customized mix of marketing and communications services designed to optimize their total marketing expenditure.

Precision Marketing includes digital and direct marketing, digital transformation consulting, e-commerce operations, media execution, market intelligence and data and analytics.

We operate in all major markets and have a large client base.

In addition to

collaborating through our client service models, our agencies, practice areas and networks collaborate across internally developed technology platforms.

Annalect and Omni, our proprietary data and analytics platforms, serve as the strategic resource for all of our agencies, practice areas and networks to share when developing client service strategies across our virtual networks.

These platforms provide precision marketing and insights at scale across creative, media and other disciplines.

As with any new technology, we are working closely with our clients and technology partners to take advantage of the benefits of AI while being mindful of its limitations and risks, and privacy concerns.

The rapidly developing nature of AI technology makes it difficult to assess the full impact on our business at this time.

| | | | advertising | | | | | | marketing research | | |

| | | | corporate social responsibility consulting | | | | | | mobile marketing | | |

| | | | custom publishing | | | | | | non-profit marketing | | |

| | | | digital/direct marketing and post-production services | | | | | | product placement | | |

| | | | experiential marketing | | | | | | public relations | | |

| | | | graphic arts/digital imaging | | | | | | search engine marketing | | |

| | | | interactive marketing | | | | | | social media marketing | | |

We continually evaluate our portfolio of businesses to identify areas for investment and acquisition opportunities, as well as to identify non-strategic or underperforming businesses for disposition.

In January 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $845 million.

For information about our acquisitions and dispositions, see Item 7, “MD&A - *Acquisitions and Goodwill”* and Notes 5, 14 and 15 to the consolidated financial statements.

In each of the three years ended December 31, 2024, none of our acquisitions or dispositions, individually or in the aggregate, were material to our results of operations or financial condition.

In connection with our environmental sustainability efforts, we are a signatory to the UN Global Compact, a principle-based framework to encourage businesses and firms worldwide to adopt sustainable and socially responsible policies.

We support the UN Sustainable Development Goals, a collection of global goals designed to be a blueprint to achieve a better, more inclusive and sustainable future.

Various regulatory bodies have proposed or enacted climate-related reporting requirements and similar proposals, including the SEC’s climate-related reporting proposal and California’s climate-related disclosure laws.

However, reporting standards based on ESRS requirements are evolving for sustainability reporting, and regulations in other international markets are still evolving.

We are monitoring the requirements in all the jurisdictions we operate and evaluating the impacts of those requirements and related reporting timelines.

| | | | | | | | | | | | | | | |

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

[removed: OMNICOM GROUP INC.][added: Omnicom Group Inc.]

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2024] [added: 2025] was [removed: $17,486,183,571.][added: $13,815,889,740.]

As of January 30, [removed: 2025,] [added: 2026,] there were [removed: 196,490,662] [added: 310,336,344] shares of Omnicom Group Inc. Common Stock outstanding.

Portions of the Omnicom Group Inc. Definitive Proxy Statement for the Annual Meeting of Shareholders planned to be held on May [removed: 6, 2025] [added: 5, 2026] are incorporated by reference into Part III of this report to the extent described herein.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| Item 1. | | | [removed: [Business](#id2543120f734423a98e6e87f4f8b4a5b_16)] [added: [Business](#i718feda9b9464373abf4a8a3ad74a9da_16)] | | | [removed: [1](#id2543120f734423a98e6e87f4f8b4a5b_16)] [added: [1](#i718feda9b9464373abf4a8a3ad74a9da_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#id2543120f734423a98e6e87f4f8b4a5b_19)] [added: Factors](#i718feda9b9464373abf4a8a3ad74a9da_19)] | | | [removed: [4](#id2543120f734423a98e6e87f4f8b4a5b_19)] [added: [4](#i718feda9b9464373abf4a8a3ad74a9da_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#id2543120f734423a98e6e87f4f8b4a5b_22)] [added: Comments](#i718feda9b9464373abf4a8a3ad74a9da_22)] | | | [removed: [11](#id2543120f734423a98e6e87f4f8b4a5b_22)] [added: [11](#i718feda9b9464373abf4a8a3ad74a9da_22)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [11](#id2543120f734423a98e6e87f4f8b4a5b_22)] [added: [11](#i718feda9b9464373abf4a8a3ad74a9da_22)] | | |

| Item 2. | | | [removed: [Properties](#id2543120f734423a98e6e87f4f8b4a5b_28)] [added: [Properties](#i718feda9b9464373abf4a8a3ad74a9da_28)] | | | [removed: [12](#id2543120f734423a98e6e87f4f8b4a5b_28)] [added: [12](#i718feda9b9464373abf4a8a3ad74a9da_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#id2543120f734423a98e6e87f4f8b4a5b_31)] [added: Proceedings](#i718feda9b9464373abf4a8a3ad74a9da_31)] | | | [removed: [12](#id2543120f734423a98e6e87f4f8b4a5b_31)] [added: [12](#i718feda9b9464373abf4a8a3ad74a9da_31)] | | |

| [Item [removed: 4.](#id2543120f734423a98e6e87f4f8b4a5b_34)] [added: 4.](#i718feda9b9464373abf4a8a3ad74a9da_34)] | | | [Mine Safety [removed: Disclosures](#id2543120f734423a98e6e87f4f8b4a5b_34)] [added: Disclosures](#i718feda9b9464373abf4a8a3ad74a9da_34)] | | | [removed: [12](#id2543120f734423a98e6e87f4f8b4a5b_34)] [added: [12](#i718feda9b9464373abf4a8a3ad74a9da_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id2543120f734423a98e6e87f4f8b4a5b_40)] [added: Securities](#i718feda9b9464373abf4a8a3ad74a9da_40)] | | | [removed: [13](#id2543120f734423a98e6e87f4f8b4a5b_40)] [added: [12](#i718feda9b9464373abf4a8a3ad74a9da_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id2543120f734423a98e6e87f4f8b4a5b_43)] [added: Operations](#i718feda9b9464373abf4a8a3ad74a9da_43)] | | | [removed: [13](#id2543120f734423a98e6e87f4f8b4a5b_43)] [added: [13](#i718feda9b9464373abf4a8a3ad74a9da_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id2543120f734423a98e6e87f4f8b4a5b_139)] [added: Risk](#i718feda9b9464373abf4a8a3ad74a9da_142)] | | | [removed: [34](#id2543120f734423a98e6e87f4f8b4a5b_139)] [added: [33](#i718feda9b9464373abf4a8a3ad74a9da_142)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#id2543120f734423a98e6e87f4f8b4a5b_151)] [added: Data](#i718feda9b9464373abf4a8a3ad74a9da_154)] | | | [removed: [35](#id2543120f734423a98e6e87f4f8b4a5b_151)] [added: [35](#i718feda9b9464373abf4a8a3ad74a9da_154)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#id2543120f734423a98e6e87f4f8b4a5b_154)] [added: Disclosure](#i718feda9b9464373abf4a8a3ad74a9da_157)] | | | [removed: [35](#id2543120f734423a98e6e87f4f8b4a5b_154)] [added: [35](#i718feda9b9464373abf4a8a3ad74a9da_157)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#id2543120f734423a98e6e87f4f8b4a5b_157)] [added: Procedures](#i718feda9b9464373abf4a8a3ad74a9da_160)] | | | [removed: [35](#id2543120f734423a98e6e87f4f8b4a5b_157)] [added: [35](#i718feda9b9464373abf4a8a3ad74a9da_160)] | | |

| Item 9B. | | | [Other [removed: Information](#id2543120f734423a98e6e87f4f8b4a5b_160)] [added: Information](#i718feda9b9464373abf4a8a3ad74a9da_163)] | | | [removed: [35](#id2543120f734423a98e6e87f4f8b4a5b_160)] [added: [35](#i718feda9b9464373abf4a8a3ad74a9da_163)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [35](#id2543120f734423a98e6e87f4f8b4a5b_160)] [added: [35](#i718feda9b9464373abf4a8a3ad74a9da_163)] | | |

| [Item [removed: 10.](#id2543120f734423a98e6e87f4f8b4a5b_169)] [added: 10.](#i718feda9b9464373abf4a8a3ad74a9da_172)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#id2543120f734423a98e6e87f4f8b4a5b_169)] [added: Governance](#i718feda9b9464373abf4a8a3ad74a9da_172)] | | | [removed: [36](#id2543120f734423a98e6e87f4f8b4a5b_169)] [added: [35](#i718feda9b9464373abf4a8a3ad74a9da_172)] | | |

| [Item [removed: 11.](#id2543120f734423a98e6e87f4f8b4a5b_172)] [added: 11.](#i718feda9b9464373abf4a8a3ad74a9da_175)] | | | [Executive [removed: Compensation](#id2543120f734423a98e6e87f4f8b4a5b_172)] [added: Compensation](#i718feda9b9464373abf4a8a3ad74a9da_175)] | | | [removed: [36](#id2543120f734423a98e6e87f4f8b4a5b_172)] [added: [36](#i718feda9b9464373abf4a8a3ad74a9da_175)] | | |

| [Item [removed: 12.](#id2543120f734423a98e6e87f4f8b4a5b_175)] [added: 12.](#i718feda9b9464373abf4a8a3ad74a9da_178)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id2543120f734423a98e6e87f4f8b4a5b_175)] [added: Matters](#i718feda9b9464373abf4a8a3ad74a9da_178)] | | | [removed: [36](#id2543120f734423a98e6e87f4f8b4a5b_175)] [added: [36](#i718feda9b9464373abf4a8a3ad74a9da_178)] | | |

| [Item [removed: 13.](#id2543120f734423a98e6e87f4f8b4a5b_178)] [added: 13.](#i718feda9b9464373abf4a8a3ad74a9da_181)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id2543120f734423a98e6e87f4f8b4a5b_178)] [added: Independence](#i718feda9b9464373abf4a8a3ad74a9da_181)] | | | [removed: [36](#id2543120f734423a98e6e87f4f8b4a5b_178)] [added: [36](#i718feda9b9464373abf4a8a3ad74a9da_181)] | | |

| [Item [removed: 14.](#id2543120f734423a98e6e87f4f8b4a5b_181)] [added: 14.](#i718feda9b9464373abf4a8a3ad74a9da_184)] | | | [Principal Accountant Fees and [removed: Services](#id2543120f734423a98e6e87f4f8b4a5b_181)] [added: Services](#i718feda9b9464373abf4a8a3ad74a9da_184)] | | | [removed: [36](#id2543120f734423a98e6e87f4f8b4a5b_181)] [added: [36](#i718feda9b9464373abf4a8a3ad74a9da_184)] | | |

| Item 15. | | | [removed: [Exhibit and] [added: [Exhibit](#i718feda9b9464373abf4a8a3ad74a9da_190)[s](#i718feda9b9464373abf4a8a3ad74a9da_190) [and] Financial Statement [removed: Schedules](#id2543120f734423a98e6e87f4f8b4a5b_187)] [added: Schedules](#i718feda9b9464373abf4a8a3ad74a9da_190)] | | | [removed: [36](#id2543120f734423a98e6e87f4f8b4a5b_187)] [added: [36](#i718feda9b9464373abf4a8a3ad74a9da_190)] | | |

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| [Consolidated Financial [removed: Statements](#id2543120f734423a98e6e87f4f8b4a5b_208)] [added: Statements](#i718feda9b9464373abf4a8a3ad74a9da_211)] | | | | | | [removed: [F-](#id2543120f734423a98e6e87f4f8b4a5b_208)[4](#id2543120f734423a98e6e87f4f8b4a5b_208)] [added: [F-](#i718feda9b9464373abf4a8a3ad74a9da_211)[5](#i718feda9b9464373abf4a8a3ad74a9da_211)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id2543120f734423a98e6e87f4f8b4a5b_223)] [added: Statements](#i718feda9b9464373abf4a8a3ad74a9da_226)] | | | | | | [removed: [F-](#id2543120f734423a98e6e87f4f8b4a5b_226)[9](#id2543120f734423a98e6e87f4f8b4a5b_226)] [added: [F-](#i718feda9b9464373abf4a8a3ad74a9da_229)[10](#i718feda9b9464373abf4a8a3ad74a9da_229)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#id2543120f734423a98e6e87f4f8b4a5b_307)] [added: Accounts](#i718feda9b9464373abf4a8a3ad74a9da_310)] | | | | | | [removed: [S-](#id2543120f734423a98e6e87f4f8b4a5b_307)[1](#id2543120f734423a98e6e87f4f8b4a5b_307)] [added: [S-](#i718feda9b9464373abf4a8a3ad74a9da_310)[1](#i718feda9b9464373abf4a8a3ad74a9da_310)] | | |

This Annual Report on Form 10-K contains forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of [removed: 1995.][added: 1995, as amended.]

In addition, from time to time, [removed: the Company] [added: we] or [removed: its] [added: our] representatives have made, or may make, forward-looking statements, orally or in writing.

These [added: statements, other than] statements [added: of historical fact,] may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of [removed: the Company’s] [added: our] management as well as assumptions made by, and information currently available to, [removed: the Company’s] [added: our] management.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside [removed: the Company’s] [added: our] control.

- adverse economic conditions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major [removed: markets and] [added: markets,] labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets;

- international, national or local economic conditions that could adversely affect [removed: the Company] [added: us] or [removed: its clients,][added: our clients;]

- unanticipated changes to, or [removed: the ability] [added: an inability] to hire and [removed: retain] [added: retain,] key personnel;


| [Signatures](#i718feda9b9464373abf4a8a3ad74a9da_199) | | | | | | [39](#i718feda9b9464373abf4a8a3ad74a9da_199) | | |

- risks relating to the completed merger (the “Merger”) between us and The Interpublic Group of Companies, Inc. (IPG), including risks related to the integration of IPG’s business, such as, among others: uncertainties associated with retaining key management and other employees; potential disruptions to client, vendor, and business partner relationships; the risk that integration activities may be more time-consuming, complex, or costly than expected; the possibility that anticipated synergies, efficiencies, and other benefits of the Merger may not be realized, or may be realized more slowly than anticipated; and risks associated with managing a larger, more complex combined organization and effectively integrating systems, processes, operations, and cultures;

- failure to adapt to technological developments;

- our liquidity, long-term financing needs, credit ratings and access to capital markets;

- changes in tax rates, tax laws, regulations or interpretations, or adverse outcomes of tax audits or proceedings; and

- other business, financial, operational and legal risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission (SEC).

| [Signatures](#id2543120f734423a98e6e87f4f8b4a5b_196) | | | | | | [40](#id2543120f734423a98e6e87f4f8b4a5b_196) | | |

- risks relating to the pending Merger (as defined below) with The Interpublic Group of Companies, Inc., or IPG, including: that the Merger may not be completed in a timely manner or at all; delays, unanticipated costs or restrictions resulting from regulatory review of the Merger; uncertainties associated with the Merger may cause a loss of both companies’ management personnel and other key employees, and cause disruptions to both companies’ business relationships; the Merger Agreement (as defined below) subjects the Company and IPG to restrictions on business activities prior to the effective time of the Merger; the Company and IPG are expected to incur significant costs in connection with the Merger and integration; litigation risks relating to the Merger; the business and operations of both companies may not be integrated successfully in the expected time frame; the Merger may result in a loss of both companies’ clients, service providers, vendors, joint venture participants and other business counterparties; and the combined company may fail to realize all of the anticipated benefits of the Merger or fail to effectively manage its expanded operations;

ADDITIONAL INFORMATION ABOUT THE TRANSACTION WITH IPG AND WHERE TO FIND IT

In connection with the proposed transaction, Omnicom and IPG have filed a joint proxy statement with the SEC on January 17, 2025 and Omnicom has filed with the SEC a registration statement on Form S-4 on January 17, 2025 (File No. 333-284358) (“Form S-4”) that includes the joint proxy statement of Omnicom and IPG and that also constitutes a prospectus of Omnicom.

Each of Omnicom and IPG may also file other relevant documents with the SEC regarding the proposed transaction.

This annual report on Form 10-K is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Omnicom or IPG may file with the SEC.

The definitive joint proxy statement/prospectus have been mailed to stockholders of Omnicom and IPG.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OMNICOM, IPG AND THE PROPOSED TRANSACTION.

Investors and security holders are able to obtain free copies of the registration statement and joint proxy statement/prospectus and other documents containing important information about Omnicom, IPG and the proposed transaction, through the website maintained by the SEC at http://www.sec.gov.

Copies of the registration statement and joint proxy statement/prospectus and other documents (if and when available) filed with the SEC by Omnicom may be obtained free of charge on Omnicom’s website at https://investor.omnicomgroup.com/financials/sec-filings/default.aspx or, alternatively, by directing a request by mail to Omnicom’s Corporate Secretary at Omnicom Group Inc., 280 Park Avenue, New York, New York 10017.

Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by IPG may be obtained free of charge on IPG’s website at https://investors.interpublic.com/sec-filings/financial-reports or, alternatively, by directing a request by mail to IPG’s Corporate Secretary at The Interpublic Group of Companies, Inc., 909 Third Avenue, New York, NY 10022, Attention: SVP & Secretary.

PARTICIPANTS IN THE SOLICITATION

Omnicom, IPG and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.

Information about the directors and executive officers of Omnicom, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in this Annual Report on Form 10-K, including under the heading “Information About Our Executive Officers,” and proxy statement for Omnicom’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2024, including under the headings “Executive Compensation,” “Omnicom Board of Directors,” “Directors’ Compensation for Fiscal Year 2023” and “Stock Ownership Information.” To the extent holdings of Omnicom common stock by the directors and executive officers of Omnicom have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), subsequently filed by Omnicom’s directors and executive officers with the SEC.

Information about the directors and executive officers of IPG, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in IPG’s Annual Report on Form 10-K, including under the heading “Executive Officers of the Registrant,” and proxy statement for IPG’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2024, including under the headings “Board Composition,” “Non-Management Director Compensation,” “Executive Compensation” and “Outstanding Shares and Ownership of Common Stock.” To the extent holdings of IPG common stock by the directors and executive officers of IPG have changed from the amounts reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, subsequently filed by IPG’s directors and executive officers with the SEC.

iii

This does not imply that we meet any particular technical standards, specifications, or [removed: requirements.][added: requirements, only that we use such standards as a guide.]

Key aspects of our cybersecurity risk management program [removed: include:][added: include, but are not limited to, the following:]

- risk assessments designed to help identify [removed: material cybersecurity] risks [added: from cybersecurity threats] to our critical systems, and information;

- the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security [removed: controls;][added: processes;]

- a third-party risk management process for key service [removed: providers, suppliers,] [added: providers] and [removed: vendors, including cloud-related service providers.][added: suppliers based on our assessment of their criticality to our operations and respective risk profile.]

See Item 1A, “Risk Factors - *We rely extensively on information technology [removed: systems,] [added: systems] and [added: data, and] cybersecurity incidents could adversely affect us*.”

In addition, management updates the Audit Committee, [removed: as necessary,] [added: where it deems appropriate,] regarding cybersecurity [removed: incidents.][added: incidents it considers to be significant.]

Our Information Technology [removed: (IT)] management team collectively holds over 50 years of strategic IT and global transformational experience, including having held IT advisory roles with top-tier organizations.

Our CIO has over 25 years of experience in global IT operations, including developing information security strategy, managing enterprise risk and overseeing digital transformation initiatives.

Our CISO has over 20 years of experience leading global information security, cyber risk, and compliance programs.

His expertise spans Security Operations Center (SOC)

leadership, security architecture, incident response, information and third‑party risk, compliance management, and data protection, supported by leading certifications including CISSP, CISM, CISA, and CRISC.

Our CIRO has extensive experience in enterprise risk management, governance, and compliance.

He has over 30 years of experience leading the development of risk management frameworks, management of cyber security and cyber regulatory compliance.

He holds the following professional certifications: CISA, CISM, CPA and Chartered Accountant (SA).

Our cybersecurity risk management program includes a cybersecurity incident response plan.

We have designed and assessed our program based on the NIST CSF and ISO 27001.

Notes 2 and [removed: 18] [added: 17] to the consolidated financial statements provide a description of our lease expense, which comprises a significant component of our occupancy and other costs, and our lease commitments.

Our common stock is listed and trades on the [removed: NYSE] [added: New York Stock Exchange (NYSE)] under the symbol [removed: OMC.][added: “OMC”.]

As of January 30, [removed: 2025,] [added: 2026,] there were [removed: 1,717] [added: 5,302] shareholders of record.

Common stock repurchase activity during the three months ended December 31, [removed: 2024] [added: 2025] was:

The value of the [added: common] stock withheld was based on the closing price of our common stock on the applicable vesting [added: or exercise] date.

There were no unregistered sales of equity securities during the three months ended December 31, [removed: 2024.][added: 2025.]

Cash Dividends

During 2025, we paid quarterly cash dividends of $0.70 per share to shareholders of record in the first three quarters of the year.

During the fourth quarter of 2025, the Board of Directors (the “Board”) approved a quarterly cash dividend of $0.80 per share to shareholders of record, reflecting a $0.10 per share increase, for a total of $2.90 per share for the year.

Although we intend to continue to pay quarterly cash dividends, the declaration and payment of future dividends is subject to the discretion of the Board and will depend on financial and legal requirements and capital allocation considerations.

Purchases of Equity Securities by the Issuer

| October 1 - October 31, 2025 | | | | | | 1,217,401 | | | | | | $78.03 | | | | | | — | | | | | | — | | |

| November 1 - November 30, 2025 | | | | | | 162,315 | | | | | | 73.97 | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2025 | | | | | | 3,717,888 | | | | | | 77.61 | | | | | | — | | | | | | — | | |

| | | | | | | 5,097,604 | | | | | | $77.59 | | | | | | — | | | | | | — | | |

During the three months ended December 31, 2025, we withheld 5,034,453 shares of common stock for general corporate purposes in the open market, including under a plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we withheld 63,151 shares from employees to satisfy estimated statutory income tax

obligations related to vesting of restricted stock awards and stock option exercises.

Recent Sales of Unregistered Securities

| October 1 - October 31, 2024 | | | | | | 80,022 | | | | | | $103.46 | | | | | | — | | | | | | — | | |

| November 1 - November 30, 2024 | | | | | | 4,983 | | | | | | 103.07 | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2024 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |

| | | | | | | 85,005 | | | | | | $103.44 | | | | | | — | | | | | | — | | |

During the three months ended December 31, 2024, we withheld 85,005 shares of common stock from employees to satisfy estimated statutory income tax obligations related to the vesting of restricted stock awards and exercises of stock options.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the [removed: Securities] Exchange [removed: Act of 1934, as amended, or the Exchange] Act, is accumulated and communicated to management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate to allow timely decisions regarding required disclosure.

Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2024.][added: 2025.]

Based on that evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures are effective to ensure that decisions can be made timely with respect to required disclosures, as well as ensuring that the recording, processing, summarization and reporting of information required to be included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] are appropriate.

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Omnicom management excluded [removed: Flywheel Digital] [added: IPG] from its assessment of the effectiveness of Omnicom’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] in accordance with SEC staff guidance allowing management to exclude a recently acquired business from management’s report on internal control over financial reporting.

[removed: Flywheel Digital] [added: IPG] constituted [removed: two percent] [added: 6%] of total revenue for the year ended December 31, [removed: 2024] [added: 2025] and [removed: two percent] [added: 31%] of total assets, excluding acquired goodwill and other intangible assets, as of December 31, [removed: 2024.][added: 2025.]

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] dated February [removed: 5, 2025,] [added: 20, 2026,] which is included on page F-2 of this [removed: 2024] [added: 2025] 10-K.

During the fiscal quarter ended December 31, [removed: 2024,] [added: 2025,] none of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K.

The information required by this Item will be included in [removed: our definitive proxy statement,] [added: the 2026 Proxy Statement,] which is expected to be filed with the SEC within 120 days after December 31, [removed: 2024,] [added: 2025,] in connection with the solicitation of proxies for our [removed: 2025] [added: 2026] annual meeting of shareholders [removed: (the “2025 Proxy Statement”)] and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

| | | | [Management Report on Internal Control Over Financial [removed: Reporting](#id2543120f734423a98e6e87f4f8b4a5b_202)] [added: Reporting](#i718feda9b9464373abf4a8a3ad74a9da_205)] | | | [removed: [F-](#id2543120f734423a98e6e87f4f8b4a5b_202)[1](#id2543120f734423a98e6e87f4f8b4a5b_202)] [added: [F-](#i718feda9b9464373abf4a8a3ad74a9da_205)[1](#i718feda9b9464373abf4a8a3ad74a9da_205)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#id2543120f734423a98e6e87f4f8b4a5b_205)] [added: Firm](#i718feda9b9464373abf4a8a3ad74a9da_208)] | | | [removed: [F-](#id2543120f734423a98e6e87f4f8b4a5b_205)[2](#id2543120f734423a98e6e87f4f8b4a5b_205)] [added: [F-](#i718feda9b9464373abf4a8a3ad74a9da_208)[2](#i718feda9b9464373abf4a8a3ad74a9da_208)] | | |

| | | | Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [F-](#id2543120f734423a98e6e87f4f8b4a5b_208)[4](#id2543120f734423a98e6e87f4f8b4a5b_208)] [added: [F-](#i718feda9b9464373abf4a8a3ad74a9da_211)[5](#i718feda9b9464373abf4a8a3ad74a9da_211)] | | |

| | | | Consolidated Statements of Income for the Three Years Ended December 31, [removed: 2024] [added: 2025] | | | [removed: [F-](#id2543120f734423a98e6e87f4f8b4a5b_211)[5](#id2543120f734423a98e6e87f4f8b4a5b_211)] [added: [F-](#i718feda9b9464373abf4a8a3ad74a9da_214)[6](#i718feda9b9464373abf4a8a3ad74a9da_214)] | | |

| | | | Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, [removed: 2024] [added: 2025] | | | [removed: [F-](#id2543120f734423a98e6e87f4f8b4a5b_214)[6](#id2543120f734423a98e6e87f4f8b4a5b_214)] [added: [F-](#i718feda9b9464373abf4a8a3ad74a9da_217)[7](#i718feda9b9464373abf4a8a3ad74a9da_217)] | | |

| | | | Consolidated Statements of Equity for the Three Years Ended December 31, [removed: 2024] [added: 2025] | | | [removed: [F-](#id2543120f734423a98e6e87f4f8b4a5b_217)[7](#id2543120f734423a98e6e87f4f8b4a5b_217)] [added: [F-](#i718feda9b9464373abf4a8a3ad74a9da_220)[8](#i718feda9b9464373abf4a8a3ad74a9da_220)] | | |

| | | | Consolidated Statements of Cash Flows for the Three Years Ended December 31, [removed: 2024] [added: 2025] | | | [removed: [F-](#id2543120f734423a98e6e87f4f8b4a5b_220)[8](#id2543120f734423a98e6e87f4f8b4a5b_220)] [added: [F-](#i718feda9b9464373abf4a8a3ad74a9da_223)[9](#i718feda9b9464373abf4a8a3ad74a9da_223)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#id2543120f734423a98e6e87f4f8b4a5b_223)] [added: Statements](#i718feda9b9464373abf4a8a3ad74a9da_226)] | | | [removed: [F-](#id2543120f734423a98e6e87f4f8b4a5b_226)[9](#id2543120f734423a98e6e87f4f8b4a5b_226)] [added: [F-](#i718feda9b9464373abf4a8a3ad74a9da_229)[10](#i718feda9b9464373abf4a8a3ad74a9da_229)] | | |

| | | | Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, [removed: 2024] [added: 2025] | | | [removed: [S-](#id2543120f734423a98e6e87f4f8b4a5b_307)[1](#id2543120f734423a98e6e87f4f8b4a5b_307)] [added: [S-](#i718feda9b9464373abf4a8a3ad74a9da_310)[1](#i718feda9b9464373abf4a8a3ad74a9da_310)] | | |

| 2.1 | | | [Agreement and Plan of Merger among Omnicom [removed: Group, Inc.,] [added: Group](https://www.sec.gov/Archives/edgar/data/29989/000119312524273512/d905190dex21.htm) [Inc.,] EXT Subsidiary Inc. and The Interpublic Group of Companies, Inc., dated as of December 8, 2024 (Exhibit 2.1 to our Current Report on Form 8-K (File No. 1-10551) filed on December 9, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000119312524273512/d905190dex21.htm) | | |

| 4.1 | | | [Base Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee [removed: (“2014] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm)[the](https://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm) [“2014] Base [removed: Indenture”), (Exhibit] [added: Indenture”)](https://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm) [(Exhibit] 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated October 29, 2014 [removed: (“October] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm)[the](https://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm) [“October] 29, 2014 8-K”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm) | | |

| 4.2 | | | [Second Supplemental Indenture to the 2014 Base Indenture, dated as of April 6, 2016, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $1.4 billion [removed: 3.60%] [added: 3.6](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)[0](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)[0%] Senior Notes due 2026 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April 6, 2016 [removed: (“April] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)[the](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm) [“April] 6, 2016 8-K”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm) | | |

| 4.3 | | | [Form of [removed: 3.60%] [added: 3.6](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)[0](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)[0%] Notes due 2026 [removed: (included in Exhibit] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)[included in](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm) [Exhibit] 4.1 to the April 6, 2016 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm) | | |

| 4.4 | | | [Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee [removed: (“2019] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm)[the](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm) [“2019] Base [removed: Indenture”), (Exhibit] [added: Indenture”)](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm) [(Exhibit] 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 8, 2019 [removed: (“July] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm)[the](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm) [“July] 8, 2019 8-K”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm) | | |

| 4.6 | | | [Form of [removed: 0.80%] [added: 0.8](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)[0](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)[0%] Notes due 2027 (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm) | | |

| 4.7 | | | [Form of [removed: 1.40%] [added: 1.4](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)[0](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)[0%] Notes due 2031 (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm) | | |

| 4.8 | | | [Base Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee [removed: (“2020] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[the](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm) [“](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[2020] Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on February 21, 2020 [removed: (“February] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[the](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm) [“February] 21, 2020 8-K”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm) | | |

| 4.10 | | | [Form of 2.450% Notes due 2030 [removed: (Included] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)[i](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)[ncluded] in Exhibit 4.2 to the February 21, 2020 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm) | | |

| 4.11 | | | [Second Supplemental Indenture to the 2020 Base Indenture, dated as of April 1, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $600 million 4.200% Senior Notes due 2030 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on April 1, 2020 [removed: (“April] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)[the](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm) [“April] 1, 2020 8-K”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm) | | |

| 4.12 | | | [Form of 4.200% Notes due 2030 [removed: (Included] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)[i](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)[ncluded] in Exhibit 4.1 to the April 1, 2020 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm) | | |

| 4.13 | | | [Third Supplemental Indenture to the 2020 Base Indenture, dated as of April 28, 2021, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $800 million 2.600% Senior Notes due 2031 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on May 3, 2021 [removed: (the “May] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109221004037/e13404ex4-1.htm)[“May] 3, 2021 8-K”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109221004037/e13404ex4-1.htm) | | |

| [removed: 4.15] [added: 4.23] | | | [Base Indenture, dated as of November 22, 2021, among Omnicom Capital Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (“2021 Base [removed: Indenture”), (Exhibit] [added: Indenture”),](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-1.htm) [(Exhibit] 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on November 22, 2021 (“November 22, 2021 8-K”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-1.htm) | | |

| [removed: 4.16] [added: 4.24] | | | [First Supplemental Indenture to the 2021 Base Indenture, dated as of November 22, 2021, among Omnicom Capital Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of £325 million aggregate principal amount of 2.250% Senior Notes due 2033 (Exhibit 4.2 to the November 22, 2021 8-K) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-2.htm) | | |

| [removed: 4.17] [added: 4.25] | | | [Form of 2.250% Senior Notes due 2033 [removed: (Included] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-2.htm)[i](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-2.htm)[ncluded] in Exhibit 4.2 to the November 22, 2021 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-2.htm) | | |

| [removed: 4.18] [added: 4.26] | | | [Base Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated March 6, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024020451/ea0201276ex4-1_omnicom.htm) | | |

| [removed: 4.19] [added: 4.27] | | | [First Supplemental Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.2 to our Current Report on Form 8-K (File No. 1-10551) dated March 6, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024020451/ea0201276ex4-2_omnicom.htm) | | |

| [removed: 4.20] [added: 4.28] | | | [Form of 3.700% Notes due 2032 (included in Exhibit 4.2 to our Current Report on Form 8-K (File No. 1-10551) dated March 6, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024020451/ea0201276ex4-2_omnicom.htm) | | |

| [removed: 4.21] [added: 4.29] | | | [Fourth Supplemental Indenture, dated as of August 2, 2024, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 30, 2024, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024064758/ea021044501ex4-1_omnicom.htm) | | |

| [removed: 4.22] [added: 4.30] | | | [Form of 5.300% Notes due 2034 (included in Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 30, 2024, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024064758/ea021044501ex4-1_omnicom.htm) | | |

| [removed: 4.23] [added: 4.31] | | | [Description of Securities (Exhibit 4.17 to our Registration Statement on Form S-3ASR (File No. 333-282748) filed on October 21, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024089287/ea021760801ex4-17_omnicom.htm) | | |

| [removed: 10.1] [added: 10.1†] | | | [removed: [Third Amended] [added: Fourth [Amended] and Restated Five Year Credit Agreement, dated as [removed: of June 2, 2023,] [added: of](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [November](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [26, 2025](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm)[,] by and [removed: among Omnicom Capital Inc., a Connecticut corporation, Omnicom Finance Limited, a private limited company organized under the laws of England and Wales, Omnicom] [added: among](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [Omnicom] Group Inc., a New York corporation, any other subsidiary of Omnicom Group Inc. designated for borrowing privileges, the banks, [removed: financial institutions] [added: financial](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [institutions] and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citibank, N.A., JPMorgan Chase Bank, [removed: N.A., and] [added: N.A.,](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [BofA Securities, Inc.,](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [and] Wells Fargo Securities, LLC, as lead arrangers and book [removed: managers, JPMorgan] [added: managers,](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [Bank of America, N.A.,](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [JPMorgan] Chase Bank, N.A. and Wells Fargo Bank, National Association, as syndication [removed: agents, Bank of America, N.A., BNP Paribas, Barclays Bank PLC, Deutsche] [added: agents,](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [BNP Paribas,](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [Deutsche] Bank Securities Inc. and HSBC Bank USA, National Association, as documentation agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form [removed: 8-K (File No. 1-10551) dated June 5, 2023 and] [added: 8-K](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [dated](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [November 26, 202](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm)[5](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm) [and] incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm). | | |

| [removed: 10.3] [added: 10.24*] | | | [Director Compensation and Deferred Stock Program [removed: Stock Program] (As [removed: Amended, Effective] [added: amended, effective] January 1, [removed: 2020)] [added: 2025).](https://www.sec.gov/Archives/edgar/data/29989/000002998925000009/a202410kexhibit1025.htm)] (Exhibit [removed: 10.1] [added: 10.19] to our [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q (File] [added: 10-K (file] No. 1-10551) for the [removed: quarter] [added: year] ended [removed: March 31, 2020 (“March] [added: December] 31, [removed: 2020 10-Q”)] [added: 2024] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)] [added: reference).] | | |

| [removed: 10.4] [added: 10.2*] | | | [Standard form of our Executive Salary Continuation Plan Agreement (Exhibit 10.5 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2012 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998913000004/a2012q410-kexhibit105.htm) | | |

| [removed: 10.5] [added: 10.3*] | | | Standard form of the Director Indemnification Agreement (Exhibit 10.25 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 1989 and incorporated herein by reference). | | |

| [removed: 10.6] [added: 10.4*] | | | [Senior Management Incentive Plan, As Amended and Restated on December 12, 2023 (Exhibit 10.6 to our Annual Report on Form 10-K (File [removed: No. 1-10551)] [added: No.](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit106.htm) [](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit106.htm)[1-10551)] for the year ended December 31, 2023 and [removed: incorporated herein] [added: incorporated](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit106.htm) [herein] by reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit106.htm) | | |

| [removed: 10.7] [added: 10.5*] | | | [Omnicom Group Inc. SERCR Plan (Exhibit 10.10 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2011 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998912000005/exhibit1010.htm) | | |

| [removed: 10.8] [added: 10.6*] | | | [Omnicom Group Inc. SERCR Plan Amended and Restated Form of Award [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/29989/000002998925000009/a202410kexhibit108.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/29989/000089109206003784/e25807ex10_2.txt) (Exhibit 10.8 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2024 and incorporated herein by reference).] | | |

| [removed: 10.9] [added: 10.7*] | | | [Form of Indemnification Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2007 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109207003076/e27994_ex10-1.htm) | | |

| [removed: 10.10] [added: 10.8*] | | | [Restricted Stock Unit Deferred Compensation Plan (Exhibit 10.16 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2008 (the “2008 10-K”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm) | | |

| [removed: 10.11] [added: 10.9*] | | | [Restricted Stock Deferred Compensation Plan (Exhibit 10.17 to the 2008 10-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_17.htm) | | |

| 4.15 | | | [Fifth Supplemental Indenture to the 2020 Base Indenture, dated as of December 2, 2025, among Omnicom Group Inc., as](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm) [](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm)[issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of 4.650% Senior Notes due](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm) [](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm)[2028, 4.750% Senior Notes due 2030, 2.400% Senior Notes due 2031, 5.375% Senior Notes due 2033, 3.375% Senior Notes](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm) [](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm)[due 2041 and 5.400% Senior Notes due 2048 (Exhibit 4.1 to our Current Report on Form 8-K filed on December 2, 2025 (](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm)[“December 2, 2025 8-K”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm) | | |

| 4.16 | | | [Form of 4.650% Notes due 2028 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm) | | |

| 4.17 | | | [Form of 4.750% Notes due 2030 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm) | | |

| 4.18 | | | [Form of 2.400% Notes due 2031 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm) | | |

| 4.19 | | | [Form of 5.375% Notes due 2033 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm) | | |

| 4.20 | | | [Form of 3.375% Notes due 2041 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm) | | |

| 4.21 | | | [Form of 5.400% Notes due 2048 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea0267366-8k_omnicom.htm) | | |

| 4.22 | | | [Registration Rights Agreement, dated as of December 2, 2025, between Omnicom Group Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. (included in Exhibit 4.8 to the December 2, 2025 8-K and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea026736601ex4-8_omnicom.htm)[.](https://www.sec.gov/Archives/edgar/data/29989/000121390025117362/ea026736601ex4-8_omnicom.htm) | | |

| 4.32 | | | Certain of the instruments defining the rights of holders of the long-term debt securities of Omnicom Group Inc. and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Omnicom Group Inc. hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request. | | |

| 10.21* | | | [The Interpublic Group of Companies, Inc. Amended and Restated 2019 Performance Incentive Plan (Exhibit 99.2 to Omnicom](https://www.sec.gov/Archives/edgar/data/29989/000119312525300515/d57553ds8.htm) [](https://www.sec.gov/Archives/edgar/data/29989/000119312525300515/d57553ds8.htm)[Group Inc.’s Registration Statement on Form S-8 (File No. 333-291814), filed November 26, 2025 and incorporated herein by](https://www.sec.gov/Archives/edgar/data/29989/000119312525300515/d57553ds8.htm) [](https://www.sec.gov/Archives/edgar/data/29989/000119312525300515/d57553ds8.htm)[reference).](https://www.sec.gov/Archives/edgar/data/29989/000119312525300515/d57553ds8.htm) | | |

| 10.25* | | | [Omnicom 2026 Incentive Award Plan (Annex A to our Definitive Proxy Statement on Schedule 14A (File No. 1-10551) filed on December 22, 2025 and incorporated herein by reference).](https://www.sec.gov/ix?doc=/Archives/edgar/data/29989/000121390025124548/ea0268945-02.htm#T231) | | |

† Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Omnicom hereby

undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

* Management contracts and compensatory plans or arrangements required to be filed as an exhibit hereto.

| 10.2 | | | [Delayed Draw Term Loan Agreement, dated as of January 3, 2024, among Omnicom Capital Inc., a Connecticut corporation, Omnicom Group Inc., a New York corporation, the initial lenders named therein, Citibank, N.A., BofA Securities, Inc., Barclays Bank PLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC Securities (USA), Inc., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Société Générale, Sumitomo Mitsui Banking Corporation, TD Securities (USA), LLC, U.S. Bank National Association and Wells Fargo Securities, LLC, as lead arrangers and book managers, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Repor](https://www.sec.gov/Archives/edgar/data/29989/000121390024001540/ea191191ex10-1_omnicom.htm)[t on Form 8-K (File No. 1-10551) dated January 5, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024001540/ea191191ex10-1_omnicom.htm) | | |

| 10.25 | | | [Director Compensation and Deferred Stock Program (As amended, effective January 1, 2025).](https://www.sec.gov/Archives/edgar/data/29989/000002998925000009/a202410kexhibit1025.htm) | | |

| February [removed: 5, 2025] [added: 20, 2026] | | | BY: | | | /s/ PHILIP J. ANGELASTRO | | |

| /s/ JOHN D. WREN | | | Chairman and Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ PHILIP J. ANGELASTRO | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ ANDREW L. CASTELLANETA | | | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ MARY C. CHOKSI | | | Director | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ LEONARD S. COLEMAN, JR. | | | Director | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ MARK D. GERSTEIN | | | Director | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ RONNIE S. HAWKINS | | | Director | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ DEBORAH J. KISSIRE | | | Director | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ GRACIA C. MARTORE | | | Director | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ PATRICIA SALAS PINEDA | | | Director | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ LINDA JOHNSON RICE | | | Director | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ CASSANDRA SANTOS | | | Director | | | February [removed: 5, 2025] [added: 20, 2026] | | |

| /s/ VALERIE M. WILLIAMS | | | Director | | | February [removed: 5, 2025] [added: 20, 2026] | | |

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Omnicom management excluded [removed: Flywheel Digital] [added: IPG] from its assessment of the effectiveness of Omnicom’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] in accordance with SEC staff guidance allowing management to exclude a recently acquired business from management’s report on internal control over financial reporting.

[removed: Flywheel Digital] [added: IPG] constituted [removed: two percent] [added: 6%] of total revenue for the year ended December 31, [removed: 2024] [added: 2025] and [removed: two percent] [added: 31%] of total assets, excluding acquired goodwill and other intangible assets, as of December 31, [removed: 2024.][added: 2025.]

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] dated February [removed: 5, 2025.][added: 20, 2026.]

We have audited the accompanying consolidated balance sheets of Omnicom Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: -] [added: –] Integrated [removed: Framework* *(2013)*] [added: Framework (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: -* *Integrated] [added: – Integrated] Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired [removed: Flywheel Digital] [added: The Interpublic Group of Companies, Inc.] during [removed: 2024,] [added: 2025,] and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024, Flywheel Digital’s] [added: 2025, The Interpublic Group of Companies, Inc.’s] internal control over financial reporting associated with [removed: 2%] [added: 6%] of total [removed: assets] [added: revenue] and [removed: 2%] [added: 31%] of total [removed: revenues] [added: assets, excluding acquired goodwill and other intangible assets,] included in the consolidated financial statements of the Company as of and for the year ended December 31, [removed: 2024.][added: 2025.]

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of [removed: Flywheel Digital.][added: The Interpublic Group of Companies, Inc.]

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of [added: financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

*Critical Audit [removed: Matter*][added: Matters*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which it relates.

As discussed in Note 3 to the consolidated financial statements, the Company provides an extensive range of marketing and sales solutions through its networks, [removed: practice areas] [added: connected capabilities] and agencies, which operate in all major markets throughout the Americas, EMEA and [removed: Asia-Pacific] [added: Asia Pacific] regions.

Consolidated revenues across all disciplines and geographic markets was [removed: $15,689.1] [added: $17,271.9] million for the year-ended December 31, [removed: 2024.][added: 2025.]

[removed: February 5, 2025][added: | | | | 2025 | | |]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | [removed: $] [added: $] | [removed: 4,339.4] [added: 4,339.4] | | | | | [added: | | | | | | | | | | | |] $ | [removed: 4,432.0] [added: 4,339.4] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $15.0] [added: $11.9] and [removed: $17.2] [added: $15.0] | | | [removed: 9,242.0] [added: 14,398.0] | | | | | | [removed: 8,659.8] [added: 9,242.0] | | |

| Work in process | | | [removed: 1,622.2] [added: 3,408.9] | | | | | | [removed: 1,342.5] [added: 1,622.2] | | |

| Other current assets | | | [removed: 1,019.4] [added: 1,765.2] | | | | | | [removed: 949.9] [added: 1,019.4] | | |

| Total Current Assets | | | [removed: 16,223.0] [added: 27,465.4] | | | | | | [removed: 15,384.2] [added: 16,223.0] | | |

| Property and Equipment at cost, less accumulated depreciation of [removed: $1,096.9] [added: $1,386.8] and [removed: $1,150.4] [added: $1,096.9] | | | [removed: 824.7] [added: 1,010.3] | | | | | | [removed: 874.9] [added: 824.7] | | |

| Operating Lease Right-Of-Use Assets | | | [removed: 1,043.6] [added: 1,379.8] | | | | | | [removed: 1,046.4] [added: 1,043.6] | | |

| Equity Method Investments | | | [removed: 59.0] [added: 65.9] | | | | | | [removed: 66.4] [added: 59.0] | | |

| /s/ PHILIPPE KRAKOWSKY | | | Co-President, Co-Chief Operating Officer and Director | | | February 20, 2026 | | |

| Philippe Krakowsky | | | | | | | | |

| | | | | | | | | |

| /s/ PATRICK MOORE | | | Director | | | February 20, 2026 | | |

| Patrick Moore | | | | | | | | |

| | | | | | | | | |

| /s/ E. LEE WYATT JR. | | | Director | | | February 20, 2026 | | |

| E. Lee Wyatt Jr. | | | | | | | | |

*Fair value of tradenames and customer relationships intangible assets acquired in The Interpublic Group of Companies, Inc. transaction*

As discussed in Note 5 to the consolidated financial statements, on November 26, 2025, the Company completed its merger with The Interpublic Group of Companies, Inc. (IPG), with IPG surviving as a wholly owned subsidiary of Omnicom Group Inc. (Omnicom), which was accounted for as a business combination.

Each share of IPG common stock was converted into 0.344 shares of common stock of Omnicom, plus cash in lieu of any fractional shares of Omnicom common stock that otherwise would have been issued.

The purchase price was $8,893.5 million, of which, a preliminary estimated fair value of $792.0 million and $3,616.0 million was allocated to tradenames and customer relationships intangible assets, respectively.

The fair value measurements of the tradenames and customer relationships intangible assets were determined using the relief-from-royalty method and the multi-period excess earnings method under the income approach, respectively.

We identified the evaluation of the acquisition-date preliminary fair values of certain acquired tradenames and customer relationships intangible assets (intangible assets) as a critical audit matter.

Subjective auditor judgment, including specialized skills and knowledge, were required to evaluate the royalty rates, customer attrition rates, and discount rates applied.

Changes in these assumptions could have a significant effect on the intangible assets’ fair values.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process.

This included controls related to the determination of the royalty rates, customer attrition rates, and discount rates used in the Company’s models.

We involved valuation professionals with specialized skills and knowledge who assisted in:

- assessing the reasonableness of the royalty rates by comparing them to observable market royalty rates and evaluating the nature of the tradenames acquired

- evaluating the customer attrition rates by comparing them to historical attrition rates and industry information

- evaluating the Company’s discount rates by comparing them to an independently developed range of discount rates using publicly available market data for comparable entities.

February 20, 2026

| Assets held for sale | | | 1,012.2 | | | | | | — | | |

| Liabilities held for sale | | | 1,261.0 | | | | | | — | | |

| Loss (gain) on assets held for sale and dispositions | | | 547.1 | | | | | | — | | | | | | (78.8) | | |

| Acquisition of IPG | | | 124.4 | | | | | | — | | | | | | — | | |

| Ending Common Stock, shares | | | 421.6 | | | | | | 297.2 | | | | | | 297.2 | | |

| Acquisition of IPG | | | 8,872.9 | | | | | | — | | | | | | — | | |

| Acquisition of IPG | | | 211.3 | | | | | | — | | | | | | — | | |

| Loss (gain) on assets held for sale and dispositions | | | 547.1 | | | | | | — | | | | | | (78.8) | | |

Omnicom is a strategic holding company that operates through global networks, connected capabilities and specialized agencies, which connect its comprehensive portfolio of companies to deliver marketing, sales, communications, and commerce services to many of the largest global companies.

Our products and service offerings support client objectives across our primary focus areas: media, content, commerce, generative AI, and branding communications.

Merger with IPG

On November 26, 2025 (the “Closing Date”), Omnicom completed its Merger with IPG (the “Merger”).

On the Closing Date, pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into IPG (the “Merger”), with IPG continuing as the surviving corporation and a direct wholly owned subsidiary of Omnicom.

Upon completion of the Merger, the 361,498,876 shares of IPG common stock (the “IPG common stock”) (par value $0.10 per share) that were issued and outstanding immediately prior to the Merger were converted into 124,352,188 shares of Omnicom common stock (par value $0.15 per share) based on an exchange ratio (the “Exchange Ratio”) of 0.344 shares of Omnicom common stock for each share of IPG common stock.

The shares issued represented total equity consideration of $8,891.2 million at closing and total consideration of $8,893.5 million, excluding debt assumed in connection with the IPG Exchange Offers (as defined below).

Following the close of the Merger, Omnicom shareholders owned approximately 60.6% of the combined company and IPG shareholders owned approximately 39.4%, on a fully diluted basis.

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for segment disclosure as of January 1, 2024 due to the adoption of ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure*.

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| Charges arising from the effects of the war in Ukraine | | | — | | | | | | — | | | | | | 113.4 | | |

| Gain on disposition of subsidiary | | | — | | | | | | (78.8) | | | | | | — | | |

| Gain on disposition of subsidiary | | | — | | | | | | (78.8) | | | | | | — | | |

| Non-cash charges related to the effects of the war in Ukraine | | | — | | | | | | — | | | | | | 65.8 | | |

Agreement to Acquire IPG

The completion of the Merger is subject to customary closing conditions, including the required regulatory approvals and the approval of the stockholders of both Omnicom and IPG.

If completed, the Merger is expected to have a material impact on our ongoing results of operations and financial condition.

The results of IPG are not included in our 2024 results of operations or financial position.

We monitor economic conditions closely, as well as client revenue levels and other factors.

most likely outcome method.

date.

use our secured incremental borrowing rate.

| Media & Advertising | | | $ | 8,466.2 | | | | | $ | 7,891.2 | | | | | $ | 7,433.9 | |

| Precision Marketing | | | 1,820.9 | | | | | | 1,473.5 | | | | | | 1,426.6 | | |

| Public Relations | | | 1,679.2 | | | | | | 1,578.9 | | | | | | 1,552.7 | | |

| Healthcare | | | 1,354.7 | | | | | | 1,362.7 | | | | | | 1,322.3 | | |

| Branding & Retail Commerce | | | 792.9 | | | | | | 853.7 | | | | | | 848.1 | | |

| Experiential | | | 731.5 | | | | | | 651.4 | | | | | | 635.6 | | |

In 2024, we completed two acquisitions that increased goodwill by $784.0 million.

We expect goodwill attributed to the U.S. operations of Flywheel Digital to be tax deductible.

None of the acquisitions in 2024, either individually or in the aggregate, were material to our results of operations or financial condition.

The evaluation of potential acquisitions is based on various factors, including specialized know-how, reputation, geographic coverage, competitive position and service offerings, as well as our experience and judgment.

Our acquisition strategy is focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of our strategic business platforms and agency brands, through the expansion of their geographic area or their service capabilities to better serve our clients.

Certain acquisitions include an initial payment at closing and provide for future additional contingent purchase price payments (earn-outs), which are derived using the performance of the acquired company and are based on predetermined formulas.

For each acquisition, we undertake a detailed review to identify other intangible assets that are required to be valued separately.

We use several market participant measurements to determine fair value.

As is typical for most service businesses, a substantial portion of the intangible asset value we acquire is the specialized know-how of the workforce, which is treated as part of goodwill and is not valued separately.

A significant portion of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names.

| Dispositions | | | (6.0) | | | | | | (120.6) | | |

| Intangible Assets | | | $ | 1,354.4 | | | | | $ | (832.4) | | | | | $ | 522.0 | | | | | $ | 1,230.5 | | | | | $ | (863.6) | | | | | $ | 366.9 | |

Credit Facilities

Our $2.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, terminates on June 2, 2028.

In 2023, we had a maximum of $200 million of commercial paper outstanding during the year, the average amount outstanding was $5.1 million, the average days outstanding were 1.7 days, and the weighted average interest rate was 5.24%.

The $600 million Delayed Draw Term Loan Agreement automatically terminated on July 15, 2024.

| 3.65% Senior Notes due 2024 | | | $ | — | | | | | $ | 750.0 | |

| Unamortized discount | | | (9.5) | | | | | | (7.8) | | |

from their subsidiaries through dividends, loans or advances.