Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A in our 2025 10-K.

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

Common stock repurchases during the three months ended June 30, 2026:

1. On February 18, 2026, Omnicom announced that its Board of Directors had approved a share repurchase program to repurchase up to $5.0 billion of the Company's common stock as part of the Company's capital allocation strategy. Pursuant to this authorization, we also entered into an accelerated share repurchase program to repurchase approximately $2.5 billion of our common stock. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with applicable SEC and other legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations.

During the three months ended June 30, 2026, we purchased 10,130,806 shares under the accelerated share repurchase program and under a plan meeting the requirements of Rule 10b5-1 under the Exchange Act, Additionally, we withheld 141,080 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards and stock option exercises. The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting or exercise date. There were no unregistered sales of equity securities during the three months ended June 30, 2026.