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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-05 · 541 added, 200 removed, 1225 unchanged (38% of the section changed)

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We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within applicable time periods.

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 Securities Exchange 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.

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 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, 2025.

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Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, 2025.

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

Flywheel Digital constituted two percent of total revenue for the year ended December 31, 2024 and two percent of total assets, excluding acquired goodwill and other intangible assets, as of December 31, 2024.

Omnicom management excluded IPG from its assessment of the effectiveness of Omnicom’s internal control over financial reporting as of December 31, 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.

IPG constituted 6% of total revenue for the year ended December 31, 2025 and 31% of total assets, excluding acquired goodwill and other intangible assets, as of December 31, 2025.

There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Directors, Executive Officers and Corporate Governance

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

The information required by this Item will be included in the 2026 Proxy Statement, which is expected to be filed with the SEC within 120 days after December 31, 2025, in connection with the solicitation of proxies for our 2026 annual meeting of shareholders and is incorporated herein by reference.

Our Code of Business Conduct includes our policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange listing standards.

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The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a)(1) Financial Statements:

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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 (“2014 Base Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No.

1-10551) dated October 29, 2014 (“October 29, 2014 8-K”) and incorporated herein by reference).

and Deutsche Bank Trust Company Americas, as trustee ( the “2014 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No.

1-10551) dated October 29, 2014 ( the “October 29, 2014 8-K”) and incorporated herein by reference).

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 3.6 0 0% Senior Notes due 2026 (Exhibit 4.1 to our Current Report on Form 8-K (File No.

1-10551) dated April 6, 2016 (“April 6, 2016 8-K”) and incorporated herein by reference).

1-10551) dated April 6, 2016 ( the “April 6, 2016 8-K”) and incorporated herein by reference).

4.3 Form of 3.6 0 0% Notes due 2026 ( included in Exhibit 4.1 to the April 6, 2016 8-K and incorporated herein by reference).

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 (“2019 Base Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No.

1-10551) dated July 8, 2019 (“July 8, 2019 8-K”) and incorporated herein by reference).

and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee ( the “2019 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No.

1-10551) dated July 8, 2019 ( the “July 8, 2019 8-K”) and incorporated herein by reference).

4.5 First Supplemental Indenture to the 2019 Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc.

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4.7 Form of 1.4 0 0% Notes due 2031 (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).

4.8 Base Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (“2020 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No.

1-10551) filed on February 21, 2020 (“February 21, 2020 8-K”) and incorporated herein by reference).

4.8 Base Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee ( the “ 2020 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No.

1-10551) filed on February 21, 2020 ( the “February 21, 2020 8-K”) and incorporated herein by reference).

4.9 First Supplemental Indenture to the 2020 Base Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $600 million 2.450% Senior Notes due 2030 (Exhibit 4.2 to the February 21, 2020 8-K and incorporated herein by reference).

4.10 Form of 2.450% Notes due 2030 (Included in Exhibit 4.2 to the February 21, 2020 8-K and incorporated herein by reference).

4.10 Form of 2.450% Notes due 2030 ( i ncluded in Exhibit 4.2 to the February 21, 2020 8-K and incorporated herein by reference).

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 (“April 1, 2020 8-K”) and incorporated herein by reference).

4.12 Form of 4.200% Notes due 2030 (Included in Exhibit 4.1 to the April 1, 2020 8-K and incorporated herein by reference).

1-10551) filed on April 1, 2020 ( the “April 1, 2020 8-K”) and incorporated herein by reference).

4.12 Form of 4.200% Notes due 2030 ( i ncluded in Exhibit 4.1 to the April 1, 2020 8-K and incorporated herein by reference).

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 (the “May 3, 2021 8-K”) and incorporated herein by reference).

1-10551) filed on May 3, 2021 ( “May 3, 2021 8-K”) and incorporated herein by reference).

4.14 Form of 2.600% Notes due 2031 (Included in Exhibit 4.1 to the May 3, 2021 8-K and incorporated herein by reference).

Fifth Supplemental Indenture to the 2020 Base Indenture, dated as of December 2, 2025, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of 4.650% Senior Notes due 2028, 4.750% Senior Notes due 2030, 2.400% Senior Notes due 2031, 5.375% Senior Notes due 2033, 3.375% Senior Notes due 2041 and 5.400% Senior Notes due 2048 (Exhibit 4.1 to our Current Report on Form 8-K filed on December 2, 2025 ( “December 2, 2025 8-K”) and incorporated herein by reference).

Form of 4.650% Notes due 2028 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).

Form of 4.750% Notes due 2030 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).

Form of 2.400% Notes due 2031 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).

Form of 5.375% Notes due 2033 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).

Form of 3.375% Notes due 2041 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).

Form of 5.400% Notes due 2048 (included in Exhibit 4.1 to the December 2, 2025 8-K and incorporated herein by reference).

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) .

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 Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No.

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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).

4.17 Form of 2.250% Senior Notes due 2033 (Included in Exhibit 4.2 to the November 22, 2021 8-K and incorporated herein by reference).

Form of 2.250% Senior Notes due 2033 ( i ncluded in Exhibit 4.2 to the November 22, 2021 8-K and incorporated herein by reference).

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.

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333-282748) filed on October 21, 2024 and incorporated herein by reference).

10.1 Third Amended and Restated Five Year Credit Agreement, dated as of June 2, 2023, by and among Omnicom Capital Inc., a Connecticut corporation, Omnicom Finance Limited, a private limited company organized under the laws of England and Wales, Omnicom Group Inc., a New York corporation, any other subsidiary of Omnicom Group Inc.

designated for borrowing privileges, the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citibank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as lead arrangers and book managers, JPMorgan Chase Bank, N.A.

and Wells Fargo Bank, National Association, as syndication agents, Bank of America, N.A., BNP Paribas, Barclays Bank PLC, 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 8-K (File No.

1-10551) dated June 5, 2023 and incorporated herein by reference) .

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 t on Form 8-K (File No.

1-10551) dated January 5, 2024 and incorporated herein by reference).

10.3 Director Compensation and Deferred Stock Program Stock Program (As Amended, Effective January 1, 2020) (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

1-10551) for the quarter ended March 31, 2020 (“March 31, 2020 10-Q”) and incorporated herein by reference).

4.32 Certain of the instruments defining the rights of holders of the long-term debt securities of Omnicom Group Inc.

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.

Fourth Amended and Restated Five Year Credit Agreement, dated as of November 26, 2025 , by and among Omnicom Group Inc., a New York corporation, any other subsidiary of Omnicom Group Inc.

designated for borrowing privileges, the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citibank, N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc., and Wells Fargo Securities, LLC, as lead arrangers and book managers, Bank of America, N.A., JPMorgan Chase Bank, N.A.

and Wells Fargo Bank, National Association, as syndication agents, BNP Paribas, 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 8-K dated November 26, 202 5 and incorporated herein by reference) .

Standard form of our Executive Salary Continuation Plan Agreement (Exhibit 10.5 to our Annual Report on Form 10-K (File No.

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SERCR Plan Amended and Restated Form of Award Agreement.

(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).

Form of Indemnification Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

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Omnicom Group Inc.

2013 Incentive Award Plan (Appendix A to our Proxy Statement (File No.

2013 Incentive Award Plan (Appendix A to our Definitive Proxy Statement on Sched ule 14A (File No.

1-10551) filed on April 11, 2013 and incorporated herein by reference).

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2021 Incentive Award Plan Option Agreement - Form of Grant Notice and Agreement (Exhibit 10.3 to June 30, 2021 10-Q and incorporated herein by reference).

10.23 Employment Agreement dated as of July 21, 2021 by and between Omnicom Management Inc.

The Interpublic Group of Companies, Inc.

Amended and Restated 2019 Performance Incentive Plan (Exhibit 99.2 to Omnicom Group Inc.’s Registration Statement on Form S-8 (File No.

333-291814), filed November 26, 2025 and incorporated herein by reference).

Amended and Restated Employment Agreement dated as of May 12, 2 025 by and between Omnicom Management Inc.

, Omnicom Group Inc.

Wren (Exhibit 10.1 to our Current Report on Form 8-K (File No.

1-10551) filed on July 23, 2021 and incorporated herein by reference).

1-10551) filed on May 12, 2 025 and incorporated herein by reference).

Rochelle Tarlowe employment letter (Exhibit 10.3 to the March 31, 2020 10-Q and incorporated herein by reference).

Director Compensation and Deferred Stock Program (As amended, effective January 1, 2025).

19 “Insider Trading” Section of Omnicom Group Inc.

Code of Business Conduct.

(Exhibit 10.19 to our Annual Report on Form 10-K (file No.

1-10551) for the year ended December 31, 2024 and incorporated herein by reference).

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).

19 “Insider Trading” Section of Omnicom Group Inc.’s Code of Business Conduct .

21 Subsidiaries of the Registrant.

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104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

† 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.

Form 10-K Summary

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(Principal Accounting Officer) February 20, 2026

/s/ PHILIPPE KRAKOWSKY

Co-President, Co-Chief Operating Officer and Director

February 20, 2026

Philippe Krakowsky

Director February 20, 2026

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Director February 20, 2026

/s/ PATRICK MOORE

February 20, 2026

Patrick Moore

LEE WYATT JR.

Director February 20, 2026

Lee Wyatt Jr.

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, 2025.

IPG constituted 6% of total revenue for the year ended December 31, 2025 and 31% of total assets, excluding acquired goodwill and other intangible assets, as of December 31, 2025.

There have not been any changes in our internal control over financial reporting during our fourth fiscal quarter that have materially affected or are reasonably likely to affect our internal control over financial reporting.

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

The Company acquired Flywheel Digital during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Flywheel Digital’s internal control over financial reporting associated with 2% of total assets and 2% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Flywheel Digital.

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 .

The Company acquired The Interpublic Group of Companies, Inc.

during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, The Interpublic Group of Companies, Inc.’s internal control over financial reporting associated with 6% of total revenue and 31% of total 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, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of The Interpublic Group of Companies, Inc.

Basis for Opinions

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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

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;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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 matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Evaluation of the sufficiency of audit evidence over revenue recognition

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

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

Consolidated revenues across all disciplines and geographic markets was $17,271.9 million for the year-ended December 31, 2025.

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We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed over revenue recognition.

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

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.

We have served as the Company’s auditor since 2002.

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Work in process 3,408.9 1,622.2

Assets held for sale 1,012.2 —

Other current assets 1,765.2 1,019.4

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Property and Equipment at cost, less accumulated depreciation of $ 1,386.8 and $ 1,096.9

1,010.3 824.7

Operating Lease Right-Of-Use Assets 1,379.8 1,043.6

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Intangible Assets, net of accumulated amortization of $ 903.2 and $ 832.3

5,101.0 522.0

Other Assets 751.5 271.0

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Taxes payable 264.9 402.5

Liabilities held for sale 1,261.0 —

Other current liabilities 4,163.7 2,056.0

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Occupancy and other costs 1,366.7 1,274.4 1,168.8

Real estate and other repositioning costs 57.8 191.5 —

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

Gain on disposition of subsidiary — ( 78.8 ) —

Severance and repositioning costs 1,247.0 57.8 191.5

Loss (gain) on assets held for sale and dispositions

547.1 — ( 78.8 )

Cost of services 15,804.8 12,764.7 11,982.7

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Net Income Attributed To Noncontrolling Interests 98.2 93.4 81.8

Net Income - Omnicom Group Inc.

Net Income (Loss) - Omnicom Group Inc.

$ ( 54.5 ) $ 1,480.6 $ 1,391.4

Net Income Per Share - Omnicom Group Inc.:

Net Income (Loss) Per Share - Omnicom Group Inc.:

Basic $( 0.27 ) $ 7.54 $ 6.98

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2025 2024 2023

Net Income $ 1,574.0 $ 1,473.2 $ 1,403.8

$ 43.7 $ 1,574.0 $ 1,473.2

Other Comprehensive Income (Loss):

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Unrecognized actuarial gains (losses) and prior service cost for the period ( 25.5 ) 18.7 ( 6.8 )

Amortization of prior service cost and actuarial (gains) losses 5.8 4.8 10.7

Amortization of prior service cost and actuarial losses

Income tax effect 7.5 ( 7.3 ) 0.6

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2025 2024 2023

Common Stock, shares 297.2 297.2 297.2

Beginning Common Stock, shares

297.2 297.2 297.2

Acquisition of IPG 124.4 — —

Ending Common Stock, shares

421.6 297.2 297.2

Common Stock, par value $ 63.2 $ 44.6 $ 44.6

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Beginning balance 472.1 492.0 571.1

Acquisition of IPG

Net change in noncontrolling interests ( 38.6 ) ( 9.9 ) ( 88.1 )

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Beginning balance 11,500.5 10,571.5 9,739.3

Net income 1,480.6 1,391.4 1,316.5

Net income (loss)

( 54.5 ) 1,480.6 1,391.4

Common stock dividends declared ( 663.6 ) ( 551.6 ) ( 559.2 )

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Beginning balance 552.4 608.8 524.3

Net income 93.4 81.8 87.3

Acquisition of IPG 211.3 — —

Net income (loss)

98.2 93.4 81.8

Other comprehensive income (loss) 7.6 ( 13.1 ) 1.2

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Cash Flows from Operating Activities:

Net income $ 1,574.0 $ 1,473.2 $ 1,403.8

$ 43.7 $ 1,574.0 $ 1,473.2

Adjustments to reconcile net income to net cash provided by operating activities:

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Share-based compensation 100.8 91.4 84.8

Real estate and other repositioning costs 57.8 191.5 —

Gain on disposition of subsidiary — ( 78.8 ) —

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

Severance and repositioning costs 1,247.0 57.8 191.5

Loss (gain) on assets held for sale and dispositions

547.1 — ( 78.8 )

Other, net 10.8 ( 0.2 ) 3.0

Decrease in operating capital ( 231.2 ) ( 462.9 ) ( 844.0 )

Increase (decrease) in operating capital

712.1 ( 231.2 ) ( 462.9 )

Net Cash Provided By Operating Activities 2,938.2 1,733.5 1,421.9

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Capital expenditures ( 149.8 ) ( 140.6 ) ( 78.4 )

Acquisition of businesses and interests in affiliates, net of cash acquired ( 902.1 ) ( 93.3 ) ( 276.8 )

Maturity (purchase) of short-term investments — 60.8 ( 61.4 )

Net cash received (paid) for acquisition of businesses and interests in affiliates

1,079.5 ( 902.1 ) ( 93.3 )

Maturity of short-term investments

Proceeds from disposition of subsidiaries and other 50.5 ( 16.0 ) 190.0

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Presentation of 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.

The terms “Omnicom,” “the Company”, “we”, “our” and “us” each refer to Omnicom Group Inc.

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Unless otherwise noted, dollars in tables are in millions, except per share amounts.

Agreement to Acquire IPG

On December 8, 2024, Omnicom entered into an Agreement and Plan of Merger, or the Merger Agreement, by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom, or Merger Sub, and The Interpublic Group of Companies, Inc., or IPG, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG, or the Merger, with IPG surviving the Merger as a wholly owned subsidiary of Omnicom.

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.

In the fourth quarter of 2024, we recorded $ 14.6 million of acquisition transaction costs related to the Merger in selling, general and administrative expenses.

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

Merger with IPG

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

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

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).

For the full year 2025, we recorded $ 347.3 million of acquisition-related costs related to the Merger in selling, general and administrative expenses, compared to $ 14.6 million in the prior year.

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.

Omnicom common stock continues to trade on the New York Stock Exchange, or NYSE, under the symbol “OMC,” and IPG’s common stock 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 financial results, the effects on financial condition and cash flow are not comparable to historical 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 (the “IPG Exchange Offers”).

As a result of the IPG 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).

Risks and Uncertainties

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 countries that comprise our major markets and labor and supply chain challenges could cause economic uncertainty and volatility.

The impact of these issues on our business will vary by geographic market and discipline.

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

In response to reductions in revenue, we can take actions to align our cost structure with changes in client demand and manage our working capital.

However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other developments.

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 our major markets, and labor or supply chain challenges, could contribute to economic uncertainty and volatility.

The impact of these conditions on our business may vary by geographic market and service discipline.

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 to manage working capital.

However, there can be no assurance that such actions will be sufficient to mitigate the effects of adverse economic conditions, reductions in client spending, changes in client creditworthiness, or other developments.

Accounting Changes

On January 1, 2024, we adopted ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , or ASU 2023-07, that requires retrospective disclosure of significant expenses that are regularly provided to the chief operating decision maker (see Note 8 - Segment Reporting ).

ASU 2023-07 is effective for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025.

ASU 2023-07 affects financial statement disclosure only, and its adoption did not affect our results of operations or financial condition.

On January 1, 2025, we adopted ASU 2023-09, Income Taxes (Topic 740):

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ASU 2023-09 affects financial statement disclosure only in 2025, and its adoption did not affect our results of operations or financial condition.

On January 1, 2024, we adopted ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), that requires retrospective disclosure of significant expenses that are regularly provided to the chief operating decision maker (see Note 8 to the consolidated financial statements).

ASU 2023-07 was effective for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025.

ASU 2023-07 affects financial statement disclosure only, and its adoption did not affect our results of operations or financial condition.

Significant Accounting Policies

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In substantially all of our creative services contracts, we have distinct performance obligations for our services, including certain creative services contracts where we act as an agent and arrange, at the client’s direction, for third parties to perform studio production efforts.

Our payment terms vary by client, and the time between invoicing date and due date is typically not significant.

Revenue Recognition Methods.

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These changes are typically negotiated as new contracts covering the additional requirements and the associated costs, as well as additional fees for the incremental work to be performed.

For contracts greater than 1 year, primarily within our data management contracts, revenue is generally recognized over time as services are delivered.

To a lesser extent, for certain other contracts where our performance obligations are satisfied in phases, we recognize revenue over time using certain output measures based on the measurement of the value transferred to the customer, including milestones achieved.

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In substantially all our businesses, we incur third-party costs on behalf of clients, including direct costs and incidental, or out-of-pocket costs.

Third-party direct costs incurred in connection with the creation and delivery of advertising, marketing, and communications services include, among others:

Third-party direct costs incurred in connection with the creation and delivery of advertising,

marketing, and communications services include, among others:

purchased media, studio production services, specialized talent, including artists and other freelance labor, event marketing supplies, materials and services, promotional items, market research and third-party data and other related expenditures.

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Some of our client arrangements include variable consideration provisions, which include performance incentives, tiered commission structures and vendor rebates in certain markets outside of the United States.

Variable consideration is estimated and included in total consideration at contract inception based on either the expected value method or the

most likely outcome method.

Variable consideration is estimated and included in total consideration at contract inception based on either the expected value method or the most likely outcome method.

These estimates are based on historical award experience, anticipated performance and other factors known at the time.

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Property and equipment are carried at cost and are depreciated over the estimated useful lives of the assets using the straight-line method ranging from:

three to five years for technology and related equipment, seven to ten years for furniture, and up to 40 years for office buildings.

three to five years for technology and related equipment, seven to ten years for

furniture, and up to 40 years for office buildings.

Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset.

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In a business combination, the assets acquired, including identified intangible assets, liabilities assumed and any noncontrolling interest in the acquired business are recorded at acquisition date fair value.

Intangible assets generally comprise customer relationships, including the related customer contracts, trade names and purchased or internally developed technology or software.

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

In circumstances where control is obtained and less than 100% of a business is acquired, goodwill related to the noncontrolling shareholders is recorded as if 100% were acquired.

Acquisition-related costs, including advisory, legal, accounting, valuation and other costs are expensed as incurred.

Certain acquisitions include an initial payment at closing and provide for future additional contingent purchase price payments (earn-outs), which are recorded as a liability at the acquisition date fair value using the discount rate in effect on the acquisition

Subsequent changes in the fair value of the liability are recorded in results of operations.

Amounts earned under the contingent purchase price arrangements may be subject to a maximum and payment is not contingent upon future employment.

The results of operations of acquired businesses are included in results of operations from the acquisition date.

The results of operations of acquired businesses are included in results of operations from the acquisition date (see Notes 1 and 5 to the consolidated financial statements).

Goodwill and Intangible Assets.

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Goodwill is not amortized but is reviewed for impairment.

Intangible assets comprise customer relationships, including the related customer contracts and trade names, and purchased and internally developed software and are amortized over their estimated useful lives ranging from five to twelve years.

Intangible assets are amortized over their estimated useful lives ranging from five to twenty years.

We consider a number of factors in determining the useful lives and amortization method, including the pattern in which the economic benefits are consumed, as well as trade name recognition and customer attrition.

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We evaluate goodwill for impairment at least annually on May 1 and whenever events or circumstances indicate the carrying value may not be recoverable.

The impairment evaluation compares the fair value of each reporting unit, which we identified as our six agency networks, to its carrying value, including goodwill.

The impairment evaluation compares the fair value of each reporting unit, which we identified as our four agency networks, to its carrying value, including goodwill.

If the fair value of the reporting unit is equal to or greater than its carrying value, goodwill is not impaired.

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Goodwill is written down to its fair value through a non-cash expense recorded in results of operations in the period the impairment is identified.

We identified our regional reporting units as components of our operating segments, which are our six global agency networks.

The regional reporting units and practice areas monitor the performance and are responsible for the agencies in their region.

We identified our regional reporting units as components of our operating segments, which are our four global agency networks.

The regional reporting units and connected capabilities monitor the performance and are responsible for the agencies in their region.

The regional reporting units report to the segment managers and facilitate the administrative and logistical requirements of our key client matrix organization structure for delivering services to clients in their regions.

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(1) the income approach, which utilizes discounted expected future cash flows, (2) comparative market participant multiples of EBITDA (earnings before interest, taxes, depreciation and amortization) and (3) when available, consideration of recent and similar acquisition transactions.

The market assumptions used in our assessment reflected the current economic environment (see Note 1 - Risks and Uncertainties ).

The market assumptions used in our assessment reflected the current economic environment (see Note 1 to the consolidated financial statements).

Based on the results of the annual impairment test, we concluded that, at May 1, 2025 and 2024, goodwill was not impaired because either the fair value of each reporting unit was substantially in excess of its respective net book value, or for reporting units with a negative book value, fair value of assets exceeds total assets.

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Foreign currency gains and losses arising from transactions not in the subsidiaries’ local currency are recorded in results of operations.

We recorded foreign currency transaction losses of $ 5.4 million and $ 14.0 million in 2024 and 2023, respectively, and recorded foreign currency transaction gains of $ 1.1 million in 2022.

We recorded foreign currency transaction losses of $ 19.3 million, $ 5.4 million and $ 14.0 million in 2025, 2024 and 2023, respectively.

Foreign currency gains and losses for hyper-inflationary economies are recorded in results of operations.

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Typically, all share-based awards are settled with treasury stock.

See Note 10 for additional information regarding our specific award plans.

See Note 10 to the consolidated financial statements for additional information regarding our specific award plans.

The liability for one-time termination benefits, such as severance pay or benefit payouts, is measured and recognized at fair value in the period the liability is incurred.

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Pension and Other Postemployment Benefits .

We have various defined benefit and defined contribution plans throughout the world.

We have a Senior Executive Retention Plan and Key Executive Retention Plan that cover certain executives.

We have various defined benefit and defined contribution plans and post employment benefits plans throughout the world, including statutory plans in certain countries.

Our significant plans include a Senior Executive Retention Plan and Key Executive Retention Plan that cover certain executives.

In addition, we have postemployment benefit plans for various key employees that primarily cover a period of 10 years after cessation of full-time employment.

We use various actuarial methods and assumptions in determining our net pension and postemployment benefit costs and obligations, including the discount rate used to determine the present value of future benefits, expected long-term rate of return on plan assets and compensation cost trends.

The overfunded or underfunded status of our pension and other postemployment benefit plans is recorded on the balance sheet (see Note 12 for additional information).

For all of our pension and postemployment benefit plans, we use actuarial methods and assumptions in determining our annual net pension and postemployment benefit costs and obligations, including the discount rate used to determine the present value of future benefits, expected long-term rate of return on plan assets and compensation cost trends.

The overfunded or underfunded status of our pension and other postemployment benefit plans is recorded on the balance sheet (see Note 12 to the consolidated financial statements).

Deferred Compensation .

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The lease liability is initially measured as the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our secured incremental borrowing rate for the same term as the underlying lease.

For real estate and certain equipment operating leases, we

use our secured incremental borrowing rate.

For real estate and certain equipment operating leases, we use our secured incremental borrowing rate.

For finance leases, we use the rate implicit in the lease or our secured incremental borrowing rate if the implicit lease rate cannot be determined.

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The method of assessing hedge effectiveness and measuring hedge ineffectiveness is formally documented.

Hedge effectiveness is assessed, and hedge ineffectiveness is measured at least quarterly throughout the designated hedge period.

Hedge effectiveness is assessed, and

hedge ineffectiveness is measured at least quarterly throughout the designated hedge period.

Changes in the fair value of a fair value hedge are offset against the change in fair value of the hedged asset, liability or firm commitment through results of operations.

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We provide data-inspired, creative marketing and sales solutions through various client-centric networks that are organized to meet specific client objectives.

Our networks, practice areas and agencies provide a comprehensive range of services in the following fundamental disciplines:

Our networks, connected capabilities 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.

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There were no impairment charges to work in process recorded in 2025 or 2024.

The majority of our contracts are for periods of one year or less, with the exception of our data management contracts.

For those contracts with a term of more than one year, we had approximately $ 497.9 million of unsatisfied performance obligations as of December 31, 2025, which will be recognized as services are performed over the remaining contractual terms through 2030.

Net Income per Share

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2025 2024 2023

Net income - Omnicom Group Inc.

Net income (loss) - Omnicom Group Inc.

$ ( 54.5 ) $ 1,480.6 $ 1,391.4

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Dilutive stock options and restricted shares — 2.2 2.0

Diluted 198.6 201.4 207.0

204.9 198.6 201.4

Anti-dilutive stock options and restricted shares (millions):

Net income per share - Omnicom Group Inc.:

Net income (loss) per share - Omnicom Group Inc.:

Basic $( 0.27 ) $ 7.54 $ 6.98

Diluted $( 0.27 ) $ 7.46 $ 6.91

*The number of shares excluded from diluted shares outstanding were 1.2 million for the year ended December 31, 2025, because the effect would have been anti-dilutive.

There were no shares excluded from diluted shares outstanding for the years ended December 31, 2024 or December 31, 2023.

The increase in our weighted average shares in 2025 is a result of the inclusion of one month of outstanding shares issued in connection with the acquisition of IPG, see Notes 1 and 5 to the consolidated financial statements.

Business Combinations

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

On January 2, 2024 , we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $ 845 million .

The principal tangible assets and liabilities acquired were net working capital, and the intangible assets acquired were primarily comprised of customer relationships, intellectual property and trade names aggregating $ 182.6 million and goodwill of $ 672.5 million.

We expect goodwill attributed to the U.S.

operations of Flywheel Digital to be tax deductible.

In addition, during 2024, we acquired additional equity interests in certain majority owned subsidiaries, which are accounted for as equity transactions, and no additional goodwill was recorded.

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.

At December 31, 2024 and 2023, contingent purchase price obligations were $ 220.1 million and $ 229.5 million, respectively, of which $ 56.0 million and $ 62.4 million, respectively, are current liabilities.

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.

This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies, and when available and as appropriate, we use comparative market multiples to supplement our analysis.

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.

One of the primary drivers in executing our acquisition strategy is the existence of, or the ability to, expand our existing client relationships.

Overview of Acquisition Strategy

Our acquisition strategy focuses on building expertise within an assembled workforce to enhance our strategic business platforms and agency brands, including expanding geographic reach and service offerings.

In evaluating acquisitions, we consider factors such as specialized know-how, competitive position, client relationships, and geographic coverage, with expected benefits typically shared across multiple agencies and regions.

One of the primary drivers of executing our acquisition strategy is the existence of, or the ability to expand, our existing client relationships.

The expected benefits of our acquisitions are typically shared across multiple agencies and regions.

For each acquisition, we identify and separately value identifiable intangible assets using market participant assumptions to determine fair value.

This approach includes consideration of similar and recent transactions, the use of discounted expected cash flow methodologies, and, when available and as appropriate, the use of comparative market multiples to supplement our analysis.

Identifiable intangible assets primarily consist of customer relationships, trade names, and core technology, software tools and platforms for internal use.

General Acquisition Activity

In 2025, we completed two acquisitions that increased goodwill by $ 7,698.6 million, the most significant of which was the Merger with IPG, discussed below.

During 2025 and 2024, we also acquired additional equity interests in certain majority-owned subsidiaries, which were accounted for as equity transactions and did not result in additional goodwill.

Certain acquisitions include contingent consideration arrangements (earn-outs) based on the future performance of the acquired businesses.

Contingent consideration liabilities are measured at fair value on the acquisition date and remeasured at fair value at each reporting period until settled.

As of December 31, 2025 and 2024, contingent purchase price liabilities were $ 214.9 million and $ 220.1 million, respectively, of which $ 95.8 million and $ 56.0 million, respectively, were classified as current liabilities.

Merger with IPG

Transaction Overview

On November 26, 2025, we completed the Merger with IPG (see Note 1 to the consolidated financial statements).

The Merger combines complementary capabilities and service offerings and is expected to expand client opportunities and support long-term growth.

Purchase Consideration

Pursuant to the Merger Agreement, each outstanding share of IPG common stock (other than certain excluded shares) was converted into the right to receive 0.344 shares of Omnicom’s common stock and cash in lieu of fractional shares, resulting in the issuance of 124,352,188 shares of Omnicom’s common stock upon closing.

Following the close 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.

The total consideration paid was $ 8,893.5 million, consisting of primarily equity consideration of $ 8,891.2 million.

The following table summarizes the purchase consideration:

Fair value of shares issued to IPG shareholders 1

Cash paid for fractional shares

Fair value of equity awards 2

Total Consideration $ 8,893.5

1) The fair value of shares issued reflects the number of IPG shares outstanding at the Closing Date multiplied by the Exchange Ratio and Omnicom’s closing share price on the Closing Date.

2) Represents the fair value of director awards that were settled as part of the closing consideration through the issuance of shares and assumed stock option awards.

Preliminary Purchase Price Allocation

The following table summarizes the preliminary fair values of the tangible and identifiable assets acquired and liabilities assumed as of the Closing Date:

Cash and Cash equivalents

$ 1,080.6 Accounts payable

Accounts receivable

5,753.5 Customer advances

Work in process

2,227.6 Short-term debt

Assets held for sale

267.5 Liabilities held for sale

Other current Assets

579.6 Other current liabilities

Property and equipment

251.6 Long-term liabilities

Operating lease right-of-use assets

597.9 Long-term liability - operating leases

Equity Method Investments

41.8 Long-term debt

Intangible assets

4,640.3 Deferred tax liabilities, net

Other Assets 395.0 Non-controlling interests

$ 15,835.4 Redeemable non-controlling interest 11.2

Total Liabilities and Non-controlling interest $ 14,636.7

Fair value of net assets acquired

Goodwill 7,694.8

Total Consideration $ 8,893.5

The purchase price allocation is preliminary as of December 31, 2025.

The Company has not yet finalized the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets due to the period of time from the close of the acquisition to the reporting date.

The purchase price allocation may be adjusted during the measurement period, which will not exceed one year from the acquisition date.

Non-controlling interests represent equity interests in certain acquired subsidiaries not attributable to the Company and were measured at fair value on the acquisition date.

Assets and liabilities classified as held for sale were valued at fair market value, which approximated net realizable value and are discussed further in Note 14 to the consolidated financial statements.

Goodwill primarily represents the expertise and value of the assembled workforce and other intangible benefits that do not qualify for separate recognition.

Goodwill is not expected to be deductible for income tax purposes.

Identifiable Intangible Assets

The following table summarizes the preliminary allocation of purchase consideration to identifiable intangible assets acquired:

Weighted-average estimated useful life

$ 792.0 11 years

Customer relationships

3,616.0 15 years

Technology and other

232.3 5 years

Total identified intangible assets acquired $ 4,640.3

• Trade names:

the fair value of various IPG trade names were determined by applying the relief from royalty method under the income approach.

The estimated useful life was determined based on the expected life of the trade names and the cash flows anticipated over the forecast period, which ranged up to 20 years.

• Customer relationships:

representing the fair value of future projected revenue that will be derived from services provided to existing customers of IPG and were valued using the profit contribution method under the income approach.

The estimated useful life was determined by evaluating many factors, including the useful life of other similar intangible assets and historical customer turnover rates and ranged up to fifteen years.

• Technology and other:

primarily relates to core technology and software tools and platforms for internal use and which supports, underpins and is integrated with our services offered to clients.

It is not available to clients in separate fee for service arrangements.

Accordingly, the Company valued the acquired technology based on the replacement cost of similar assets.

The economic useful life was determined based on the technology cycle for the acquired technology, not exceeding five years.

Identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives to cost of sales and operating expenses.

Results of Operations

The following table presents the results of operations of IPG for the period from the Closing Date through December 31, 2025:

Year Ended December 31,

Revenue $ 1,078.7

Operating Loss

Acquisition-Related Costs

During the years ended December 31, 2025 and 2024, the Company incurred approximately $ 347.3 million and $ 14.6 million, respectively, of acquisition-related costs associated primarily with the Merger.

These costs consist mainly of third-party professional fees and certain compensation-related charges and were recorded within selling, general and administrative expenses in the consolidated statements of income.

The Company may incur additional acquisition-related costs in the future related to the Merger.

Supplemental Unaudited Pro Forma Information

The following unaudited pro forma combined financial information presents the consolidated results of operations as if the acquisition of IPG had occurred on January 1, 2024.

The unaudited pro forma information was prepared in accordance with ASC 805.

It includes adjustments for amortization of acquired intangible assets, transaction-related costs, expense adjustments related to the effects of recording assets and liabilities at fair value, and the related income tax effects.

The unaudited pro forma information does not include anticipated synergies, future integration costs, or other expected benefits of the Merger.

Year Ended December 31,

Revenue $ 26,480.7 $ 26,380.8

Operating Income

1,212.2 2,849.8

$ 425.7 $ 1,675.5

In 2025, the Company incurred approximately $ 347.3 million of transaction-related costs.

The costs are included in selling, general and administrative costs in the consolidated income statement for the year ended December 31, 2025 and are reflected in the pro forma earnings for the year ended December 31, 2024.

Pro Forma Operating Income and Net Income for each of the years ended December 31, 2025 and 2024 reflect amortization expense of approximately $ 240.0 million, and amortization expense net of tax of approximately $ 180.2 million, primarily related to newly acquired intangible assets in connection with the Merger.

Other Acquisitions

Flywheel Acquisition

On January 2, 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $ 845 million.

The principal tangible assets and liabilities acquired were net working capital, and the intangible assets acquired totaled $ 182.6 million, primarily consisting of customer relationships, intellectual property, and trade names.

Goodwill of $ 672.5 million was recorded, of which the amount attributable to the U.S.

operations of Flywheel Digital will be deductible for U.S.

income tax purposes.

The effect of the acquisition on our financial statements was not material to our financial condition or results of operations.

Goodwill and Intangible Assets

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Contingent purchase price obligations of acquired businesses 2.6 —

Dispositions ( 6.0 ) ( 120.6 )

Planned dispositions (see Note 14)

( 66.2 ) ( 6.0 )

Foreign currency translation 326.3 ( 182.9 )

$ 18,641.4 $ 10,677.4

The increase in goodwill in 2024 is primarily attributable to the acquisition of Flywheel Digital.

The increase in goodwill in 2025 and 2024 is primarily attributable to the acquisitions of IPG and Flywheel Digital, respectively.

There were no goodwill impairment losses recorded in 2025 or 2024, and there are no accumulated goodwill impairment losses.

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Amortization Net

929.9 ( 76.5 ) 853.4 153.7 ( 73.1 ) 80.6

Customer Relationships

4,389.5 ( 504.1 ) 3,885.4 813.7 ( 484.0 ) 329.7

Technology and other

409.2 ( 79.6 ) 329.6 128.7 ( 48.9 ) 79.8

Acquired intangible assets and internally developed strategic platform assets

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Intangible Assets $ 6,004.2 $ ( 903.2 ) $ 5,101.0 $ 1,354.4 $ ( 832.3 ) $ 522.1

The increase in the gross carrying value of acquired intangible assets was primarily related to the $ 182.6 million of combined customer relationships, intellectual property and trade name for Flywheel Digital.

The increase in the gross carrying value of acquired intangible assets for 2025 and 2024 was primarily related to the $ 4,640.3 million and $ 182.6 million of combined customer relationships, intellectual property and trade names for IPG and Flywheel Digital, respectively.

Amortization of intangible assets:

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Amortization Expense $ 131.6 $ 105.6 $ 80.3

Credit Facilities

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

Estimated amortization expense at December 31, 2025:

IPG Senior Note s Exchange Offers

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 “Exchange Senior Notes”).

The only cash exchanged was related to the consent payment of $ 2.7 million and the remaining debt exchange is presented as a non-cash financing activity.

The remainder of the acquired IPG senior notes, representing approximately $ 185.0 million in aggregate principal amount (the “IPG Senior Notes”), that were not exchanged pursuant to the exchange offers remain obligations of IPG and will continue to be subject to their existing terms, as modified by the amendments made in the exchange offers and consent solicitations.

Collectively, the aggregate principal amount of the Exchange Senior Notes and IPG Senior Notes is $ 2.95 billion.

As of December 31, 2025, the unamortized discount related to the fair value adjustment of the Exchange Senior Notes and IPG Senior Notes was $183.9 million.

Consent payments in connection with the exchange offers included $ 2.7 million capitalized as debt issuance costs and $ 13.2 million recorded as interest expense.

Interest on the Exchange Senior Notes and IPG Senior Notes will be payable semi-annually in arrears.

Credit Facility

On November 26, 2025, the Company entered into a Fourth Amended and Restated Five Year Credit Agreement (the “Credit Agreement Amendment”), which amended and restated the Company’s Third Amended and Restated Five Year Credit Agreement, dated as of June 2, 2023.

The Credit Agreement Amendment, among other things, (i) increased the unsecured multi-currency revolving credit facility (the “Credit Facility”) amount from $ 2.5 billion to $ 3.5 billion, (ii) reduced the facility fee and applicable margin, (iii) extended the termination date (with respect to the available commitments of the extending lenders) from June 2, 2028 to November 26, 2030 and (iv) designated Omnicom as sole borrower under the Credit Facility.

Our $ 3.5 billion Credit Facility terminates on November 26, 2030 .

We can issue up to $ 3 billion of U.S.

Dollar denominated commercial paper, and issue up to the equivalent of $ 500 million in British Pounds or Euro under a Euro commercial paper program.

Dollar denominated commercial paper under a U.S.

commercial paper program, and issue up to the equivalent of $ 500 million in British Pounds, Euro or U.S.

Dollars under a Euro commercial paper program.

In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom aggregating $ 1,131.1 million.

All of these facilities provide additional liquidity sources for operating capital and general corporate purposes.

During 2024, we did not issue commercial paper.

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 %.

At December 31, 2024, there were no outstanding borrowings under the Credit Facility and no outstanding commercial paper issuances.

The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period.

We did not issue commercial paper in 2025 or 2024.

At both December 31, 2025 and 2024, there were no outstanding borrowings under the Credit Facility and no outstanding commercial paper issuances.

The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio (as defined in the Credit Facility) of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period.

At December 31, 2025, we were in compliance with this covenant as our Leverage Ratio was 2.5 times.

The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

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

Short-Term Debt

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3.600 % Senior Notes due 2026

3.60 % Senior Notes due 2026

1,400.0 1,400.0

€ 500 Million 0.80 % Senior Notes due 2027

4.650 % Senior Notes (Exchange/IPG) due 2028

2.450 % Senior Notes due 2030

4.200 % Senior Notes due 2030

4.750 % Senior Notes (Exchange/IPG) due 2030

€ 500 Million 1.40 % Senior Notes due 2031

2.400 % Senior Notes (Exchange/IPG) due 2031

2.600 % Senior Notes due 2031

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£ 325 Million 2.25 % Senior Notes due 2033

5.375 % Senior Notes (Exchange/IPG) due 2033

5.300 % Senior Notes due 2034

3.375 % Senior Notes (Exchange/IPG) 2041

5.400 % Senior Notes (Exchange/IPG) 2048

Long-Term Debt, Gross 9,272.9 6,073.0

Unamortized discount 1

( 192.3 ) ( 9.5 )

Unamortized debt issuance costs ( 25.9 ) ( 27.4 )

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Long-Term Debt $ 7,655.0 $ 6,035.3

On August 2, 2024, Omnicom issued $ 600 million 5.30 % Senior Notes due 2034.

The net proceeds from the issuance after deducting the underwriting discount and offering expenses, were $ 592.4 million.

The net proceeds from the issuance, along with available cash, were used to fund the repayment of our $ 750 million 3.65 % Senior Notes on November 1, 2024.

On March 6, 2024, Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, issued € 600 million 3.70 % Senior Notes due 2032.

The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $ 643.1 million and were used for general corporate purposes, including working capital expenditures, acquisitions and repurchases of our common stock.

Our 2.45 % Senior Notes due 2030, 4.20 % Senior Notes due 2030, 2.60 % Senior Notes due 2031 and 5.30 % Senior Notes due 2034 are senior unsecured obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.60 % Senior Notes due 2026.

1) The unamortized discount includes the fair value adjustment to principal for debt acquired in the Merger and those exchanged.

The total fair value adjustment recorded as discount to debt acquired was $185.1 million and will be amortized over the remaining term of the respective debt.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc.

(OCI), are co-obligors under the 3.60 % Senior Notes due 2026.

These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes.

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The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and each of Omnicom and OCI, as applicable.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, or OCH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the £ 325 million 2.25 % Senior Notes due 2033, or Sterling Notes.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, a U.K.-based wholly owned subsidiary of Omnicom (OCH), with respect to the £ 325 million 2.25 % Senior Notes due 2033 (“Sterling Notes”).

OCH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in EMEA, Australia and other countries in the Asia-Pacific region.

The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable.

There are no restrictions on the ability of Omnicom or OCH to obtain funds

from their subsidiaries through dividends, loans or advances.

There are no restrictions on the ability of Omnicom or OCH to obtain funds from their subsidiaries through dividends, loans or advances.

The Sterling Notes and the related guarantee are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OCH and Omnicom, respectively.

On August 2, 2024, Omnicom issued $ 600 million 5.30 % Senior Notes due 2034.

The net proceeds from the issuance after deducting the underwriting discount and offering expenses, were $ 592.4 million.

The net proceeds from the issuance, along with available cash, were used to fund the repayment of our $ 750 million 3.65 % Senior Notes on November 1, 2024.

On March 6, 2024, Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, issued € 600 million 3.70 % Senior Notes due 2032.

Long-term debt maturities at December 31, 2025:

2026 $ 1,400.0

Thereafter 4,934.2

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Segment Reporting

Our branded agency networks operate in the advertising, marketing and corporate communications services industry, and are organized into agency networks, virtual client networks, regional reporting units and operating groups or practice areas.

Our networks, virtual client networks and agencies increasingly share clients and provide clients with integrated services.

The main economic components of each agency are employee compensation and related costs, direct service costs and occupancy and other costs which include rent and occupancy costs, technology costs and overhead expenses.

Therefore, given these similarities, we aggregate our six operating segments, which are our agency networks, into one reporting segment.

Therefore, given these similarities, we aggregate our four operating segments, which are our agency networks, into one reporting segment.

The chief operating decision maker, or CODM, reviews segment operating income for each network and allocates resources accordingly.

Beginning in December of 2025, we integrated the newly acquired IPG businesses into our existing four networks and the effect of one month of IPG’s operations were not significant to the networks operations.

The CODM includes Omnicom’s chief executive officer, chief financial officer and chief operating officer.

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Segment Operating Income $ 2,586.1 $ 2,347.0 $ 2,217.4

Real estate and other repositioning costs 57.8 191.5 —

Changes arising from the effects of the war in Ukraine — — 113.4

Gain on disposition of subsidiary — ( 78.8 ) —

Severance and repositioning costs 1,247.0 57.8 191.5

Acquisition-related costs

Loss (gain) on assets held for sale and on disposition of subsidiary

547.1 — ( 78.8 )

Operating Income $ 444.7 $ 2,274.6 $ 2,104.7

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Equity Method Investments

Income from our equity method investments was $ 6.9 million in 2024 and $ 5.2 million in each of 2023 and 2022.

Income from our equity method investments was $ 7.7 million, $ 6.9 million, and $ 5.2 million in 2025 2024, and 2023, respectively.

At December 31, 2025 and 2024, our proportionate share in the net assets of the equity method investments was $ 53.3 million and $ 12.7 million, respectively.

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The 2021 Plan does not permit the holder of an award to elect cash settlement under any circumstances.

At December 31, 2024, there were 7,781,173 shares available for grant under the 2021 Plan.

At December 31, 2025, there were 1,086,325 shares available for grant under the 2021 Plan and the plan was effectively frozen for new grants upon approval of the 2026 Incentive Award Plan.

On January 28, 2026, our shareholders approved the 2026 Incentive Award Plan (the “Plan”).

The Plan is administered by a committee, which may be the Board of Directors (the “Board”) or a committee appointed by the Board such as our Compensation Committee (collectively, the “Committee”).

Until otherwise determined by the Board, the Committee consists solely of two or more Board members who are Non-Employee Directors (as defined in Rule 16b-3(b)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and “independent directors” under the rules of the New York Stock Exchange.

The Board or the Committee may delegate to a committee of one or more Board members or one or more Omnicom officers the authority to grant or amend awards under the Plan to participants other than (i) senior Omnicom executives who are subject to Section 16 of the Exchange Act, and (ii) Omnicom officers or directors to whom the authority to grant or amend awards under the Plan has been delegated.

Awards include stock options, restricted stock and other performance-based stock awards.

The maximum number of shares of common stock that may be subject to awards granted under the Plan is 27.4 million, less one share for each share subject to an award granted under a prior plan after November 26, 2025.

Share-based compensation expense in 2025, 2024 and 2023 was $ 100.8 million, $ 91.4 million and $ 84.8 million, respectively.

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Forfeited ( 69,085 ) 72.18 ( 182,050 ) 69.80 ( 149,300 ) 72.99

IPG options converted

86,000 67.82 — —

December 31 8,828,208 $ 75.82 3,085,287 $ 71.65 4,564,575 $ 71.81

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$ 71.00 to $ 79.00 6,932,292 6.2 years 75.95 2,573,290 73.61

$ 89.00 1,052,166 6.2 years 80.39 — 0.00

8,828,208 $ 75.82 2,742,290 $ 73.30

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Purchases are limited to 10 % of eligible compensation as defined by the Employee Retirement Income Security Act of 1974, or ERISA.

In 2024, 2023 and 2022, employees purchased 56,473 shares, 65,644 shares and 72,672 shares, respectively.

In 2025, 2024 and 2023,

employees purchased 68,541 shares, 56,473 shares and 65,644 shares, respectively.

All shares purchased were issued from treasury stock, for which we received $ 5.0 million, $ 5.1 million and $ 5.3 million, respectively.

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International 171.5 309.9 330.8

Total Current Income Tax Expense

301.4 540.3 519.8

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International ( 29.3 ) 1.4 ( 7.1 )

Total Deferred Tax Expense (Benefit)

( 59.2 ) 20.2 5.1

Income Tax Expense $ 560.5 $ 524.9 $ 546.8

Total Income Tax Expense

$ 242.2 $ 560.5 $ 524.9

Total Income Tax Expense:

federal 84.0 201.3 165.1

state and local 16.0 47.9 36.1

International 142.2 311.3 323.7

Total Income Tax Expense

$ 242.2 $ 560.5 $ 524.9

On January 1, 2025, we prospectively adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), that requires, greater disaggregation of information in the rate reconciliation.

Reconciliation from the statutory U.S.

federal income tax rate to effective tax rate:

federal income tax rate to effective tax rate for 2025:

Year Ended December 31,

2024 2023 2022

Statutory U.S.

federal income tax rate $ 58.4 21.0 %

Domestic - Federal

Tax credits ( 6.5 ) ( 2.3 ) %

Nontaxable and nondeductible items

Nondeductible transaction costs

Nontaxable investment income

( 42.1 ) ( 15.1 ) %

Cross-border taxes, net of foreign tax credit

( 0.2 ) ( 0.1 ) %

state and local income taxes, net of U.S.

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Impact of foreign operations:

Other, including impact of war in Ukraine ( 0.2 ) — 1.3

Australia - Statutory rate differential

Australia - Nondeductible expenses

Germany - Statutory rate differential

( 2.9 ) ( 1.0 ) %

Germany - Nondeductible expenses

Germany - Other

Malta - Investment income

Malta - Reduced rate due to imputation system

( 63.4 ) ( 22.8 ) %

United Kingdom - Statutory rate differential

United Kingdom - Nondeductible expenses

Changes in unrecognized tax benefits, net

Change in valuation allowance — — %

Effective tax rate $ 242.2 87.1 %

Our effective tax rate for 2024 remained flat year-over-year at 26.3 %.

The effective tax rate for 2024 was favorably impacted by the windfall tax benefit on share-based compensation.

The effective tax rate for 2023 includes an increase of approximately $ 10.7 million in income tax expense related to a lower tax benefit in certain jurisdictions for the real estate and other repositioning costs in the period and an increase in the U.K.

statutory tax rate, partially offset by approximately $ 10.0 million of favorable impacts from the resolution of certain non-U.S.

tax positions.

Year Ended December 31,

Statutory U.S.

federal income tax rate 21.0 % 21.0 %

state and local income taxes, net of U.S.

federal income tax benefit 1.7 % 1.4 %

Total impact of foreign operations 3.8 % 3.9 %

( 0.2 ) % — %

Effective tax rate 26.3 % 26.3 %

Our effective tax rate for 2025 increased year-over-year to 87.1 %.

The effective tax rate for 2025 was unfavorably impacted by the lower tax benefit associated with the non-deductibility in certain jurisdictions of severance and repositioning charges, loss on disposition of subsidiaries and acquisition-related costs of the Merger.

Numerous foreign jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion, or Pillar Two, model rules issued by the Organization for Economic Co-operation and Development.

A minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million.

Under the Pillar Two rules, a company would be required to determine a combined effective tax rate for all entities located in a jurisdiction.

If the jurisdictional effective tax rate determined under the Pillar Two is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%.

We are continuing to monitor the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business.

The provisions effective in 2024 did not have a materially adverse impact on our results of operations, financial condition or cash flows.

Under the Pillar Two rules, a company is required to determine a combined effective tax rate for all entities located in a jurisdiction.

If the jurisdictional effective tax rate determined under the Pillar Two rules is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%.

We are continuing to monitor Pillar Two legislative developments and the effects of Pillar Two on our business, such as the recent statement of understanding released by the Group of Seven (G7) of a potential “side-by-side system” approach to the Pillar Two framework, which would exclude U.S.

parented groups from certain

Pillar Two provisions in recognition of existing U.S.

minimum tax rules.

The provisions effective in 2025 do not have a materially adverse impact on our results of operations, financial position, or cash flows.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses.

The legislation does not have a material impact on our financial statements.

The Tax Cuts and Jobs Act of 2017, or the Tax Act, imposed a one-time tax, the transition tax, on the accumulated earnings of foreign subsidiaries.

At December 31, 2025 and 2024, the remaining transition tax liability was $ 6.4 million and $ 41.2 million, respectively.

The transition tax is expected to be fully paid by 2026.

The transition tax is expected to be fully paid in 2026.

The Tax Act also implemented a territorial tax system that allows us to repatriate earnings of our foreign subsidiaries without incurring additional U.S.

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federal statutory income tax rate.

The international tax rate differentials in 2024 and 2023 are primarily attributed to our earnings in Germany, Australia, Italy, Japan and Brazil being taxed at higher rates than the U.S.

statutory tax rate.

We have elected to account for any tax on the global intangible low-taxed income, or GILTI, in the period in which it is incurred.

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Basis differences from acquisitions 164.2 53.2

Basis differences from short-term assets and liabilities 27.6 33.3

Operating lease liability

Capitalized research and development expenditures 181.2 106.8

Other 35.9 ( 44.4 )

Deferred tax assets 1,188.3 490.7

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Goodwill and intangible assets $ 1,866.1 $ 707.5

Basis difference from short-term assets and liabilities

ROU assets - Operating lease

Unremitted foreign earnings 148.6 44.1

Basis differences from investments 37.7 5.2

Financial instruments — 0.9

Other 44.4 45.3

Deferred tax liabilities $ 2,055.3 $ 890.0

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Long-term deferred tax liabilities $ 1,449.4 $ 491.8

The increase in our deferred tax assets and liabilities in 2025 relates primarily to the Merger.

We have concluded that it is more likely than not that we will be able to realize our net deferred tax assets in future periods because results of future operations are expected to generate sufficient taxable income.

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and in international jurisdictions.

The change in valuation allowance between 2024 an 2025 is primarily related to deferred tax assets acquired as part of the IPG Merger.

Tax loss and credit carryforwards for which there is no valuation allowance are available for periods ranging from 2026 to 2045, which is longer than the forecasted utilization of such carryforwards.

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Prior year tax positions 11.1 4.4

Positions acquired as part of IPG Merger

Reduction of prior year tax positions ( 47.4 ) ( 2.5 )

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plans, which include statutory plans, are not subject to ERISA and cover approximately 17,000 participants.

In addition, we acquired US and international plans from IPG, the largest international plan being in the U.K.

In 2023, the IPG U.K.

pension plan entered into an annuity purchase contract that matches the plans future projected benefit obligations to covered participants.

The annuity contract has the option to complete a “buy-out”, which would transfer all liabilities of the plan to the insurer.

There was no compensation expense recorded in 2025 related to this plan.

The benefit obligation at December 31, 2025 is included on our consolidated balance sheet.

We have a Senior Executive Restrictive Covenant and Retention Plan, or Senior Executive Retention Plan, for certain executive officers and senior executives selected by the Compensation Committee.

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The Key Executive Retention Plan provides annual payments to the participants or to their beneficiaries upon termination following at least six years of service from the date of the participant’s award agreement with Omnicom or its subsidiaries.

A participant’s annual benefit is payable for 12 consecutive calendar years following termination, but in no event prior to age 55.

participant’s annual benefit is payable for 12 consecutive calendar years following termination, but in no event prior to age 55.

The annual benefit is equal to the lesser of (i) the participant’s final average pay times an applicable percentage, which is based upon the employee’s years of service, not to exceed 65% or (ii) $1.0 million.

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Postemployment Arrangements

We have executive retirement agreements under which benefits will be paid to participants or to their beneficiaries over periods up to ten years beginning after cessation of full-time employment.

We have post employment benefits, including statutory plans in certain markets.

Our significant plans primarily related to executive retirement agreements under which benefits will be paid to participants or to their beneficiaries over periods up to ten years beginning after cessation of full-time employment.

Our postemployment arrangements are unfunded and benefits are paid when due.

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Benefit obligation:

Benefit obligation, January 1 $ 224.3 $ 228.6 $ 142.2 $ 130.8

Projected Benefit Obligation, January 1

$ 216.0 $ 224.3 $ 126.6 $ 142.2

Service cost 7.6 1.6 2.2 2.9

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Benefits paid ( 14.7 ) ( 11.7 ) ( 14.0 ) ( 11.4 )

398.2 — 15.1 —

Foreign currency translation 13.9 0.3 — —

Benefit obligation, December 31 $ 216.0 $ 224.3 $ 126.6 $ 142.2

Projected Benefit Obligation, December 31

$ 655.4 $ 216.0 $ 143.5 $ 126.6

Fair value of plan assets:

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Long-term liabilities ( 255.8 ) ( 160.9 ) ( 130.0 ) ( 113.1 )

Total amount recognized

$ ( 263.2 ) $ ( 170.1 ) $ ( 143.5 ) $ ( 126.6 )

Included in the plan assets above are $312.3 million of insurance contacts that are level 3 in the fair value hierarchy that are included within the pension assets acquired as part of the IPG acquisition.

The remaining assets are primarily fixed income securities or equities and are classified as level 1.

Weighted average assumptions:

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2031 - 2035 241.6 52.6

Real Estate and Other Repositioning Costs

In connection with our strategic initiatives, for the year ended December 31, 2024, operating expenses included $ 57.8 million ($ 42.9 million after-tax), primarily reflecting severance actions related to ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy.

Severance and Repositioning Costs

Severance and repositioning costs, incurred primarily in the fourth quarter of 2025, related to actions we took following the Merger with IPG and in the first half of 2025 related to efficiency actions in our advertising and production businesses are presented as a single line item within operating expenses in the consolidated statements of income.

The costs consist of severance and employee-related termination benefits, real estate repositioning costs, and other costs, including ROU assets (as defined below) and leasehold improvement impairments, contract cancellations and other costs associated with exit activities.

The following table summarizes our severance and repositioning costs for the year ended December 31, 2025.

Cash items represent severance and real estate repositioning costs expected to be settled in cash, while non-cash items primarily reflect impairments and other non-cash charges recognized during the period.

Year Ended December 31,

Non-Cash Items

Severance and repositioning costs:

$ 786.0 $ — $ 786.0

Real estate repositioning

— 380.6 380.6

Contract terminations and other

Total severance and repositioning costs

$ 866.4 $ 380.6 $ 1,247.0

Severance costs primarily consist of employee termination benefits, including severance payments and related payroll costs, recognized when management committed to a plan of termination and the affected employees were notified or related to a contractual or constructive obligation to employees.

Accrued severance is included in Other current liabilities in the consolidated balance.

The $ 127.4 million of severance recorded as of the third quarter of 2025, was substantially paid as of December 31, 2025.

Substantially all of the severance incurred in the fourth quarter of 2025 was in other current liabilities at December 31, 2025 and is expected to be paid in the next 12 months.

Real estate repositioning

Real estate repositioning costs primarily relate to office space consolidations undertaken in connection with the integration of IPG.

These costs include impairments of operating lease right-of-use assets (ROU assets), as well as write-downs of leasehold improvements and furniture, and the recognition of asset retirement obligations associated with vacated office space, along with certain other related items.

Impairments and asset retirement obligations were measured based on estimated fair values using market participant assumptions, including forecasted discounted cash flows, where applicable.

The operating lease payments related to the ROU asset write-downs will be paid over the remaining lease term, unless terminated earlier.

Notwithstanding the early lease terminations that we may pursue, we expect the lease obligations related to the impaired ROU assets to be substantially paid in the next 3 years.

Contract cancellations and other costs

Other costs primarily include costs associated with contract exit costs, and other charges directly related to our repositioning activities and are expected to be substantially paid in the next twelve months.

Severance and repositioning costs in prior periods

In connection with the transition to a flexible working environment, a hybrid model which allows for partial remote work, we took certain actions in the first quarter of 2023 to reduce and reposition our office lease portfolio.

In the second quarter of 2023, as a result of our continuing efforts to increase efficiencies and relevant skill sets to meet client demands, we incurred severance charges and other exit costs associated with rebalancing our workforce and consolidating operations in certain markets.

As a result, for the year ended December 31, 2023, operating expenses included $ 191.5 million ($ 145.5 million after-tax), related to non-cash impairment charges for the operating lease right-of-use, or ROU, assets, severance charges, and other exit costs.

for the year ended December 31, 2023, operating expenses included $ 191.5 million ($ 145.5 million after-tax), related to non-cash impairment charges for the ROU, assets, severance charges, and other exit costs.

All severance and other costs were paid during the year ended December 31, 2023.

Substantially all of the operating lease payments related to the ROU assets will be paid out through December 31, 2026 .

Dispositions of Subsidiaries

In April 2023, we disposed of certain research businesses included in our Execution & Support discipline for the net proceeds of $ 180.5 million.

As a result, we recorded a pretax gain of $ 78.8 million.

The disposition did not have a material impact on our ongoing results of operations or financial condition.

Charges Arising from the Effects of the War in Ukraine

In 2022, we disposed of our businesses in Russia.

In the first quarter of 2022, we recorded pretax charges of $ 113.4 million, which included cash charges of $ 47.6 million and primarily consisted of the loss on the disposition of our net investment in our Russian businesses and included charges related to the suspension of operations in Ukraine.

All the charges related to the disposition of our businesses in Russia have been paid as of December 31, 2022, and substantially all of our commitments related to the suspension of operations in Ukraine have been paid .

Loss on Assets Held for Sale or Dispositions of Subsidiaries

During the fourth quarter of 2025, management determined that the assets and liabilities of certain businesses planned for disposition in the next twelve months, primarily within the Advertising and Execution & Support disciplines, met the criteria to be classified as held for sale.

Accordingly, these businesses were recorded at net realizable value - fair value less cost to sell.

The disposals do not represent a strategic shift that has or will have a major effect on our operations or financial results and therefore do not qualify for discontinued operations presentation.

We recorded impairment charges of $367.1 million to write down the disposed businesses to net realizable value and severance charges, primarily related to contractual or constructive obligations, of employees of $180.0 million during the fourth quarter of 2025.

Fair value was determined using discounted cash flow analyses, supplemented by observable market inputs where available.

These charges were recorded in loss on assets held for sale and disposition of subsidiarie s in the consolidated statements of income.

The following table presents the major classes of assets and liabilities classified as held for sale and included in the consolidated balance sheet as of December 31, 2025.

Assets and liabilities classified as held for sale are presented separately within current assets and current liabilities, respectively, in the consolidated balance sheet as of December 31, 2025.

There were no assets or liabilities classified as held for sale as of December 31, 2024.

Assets Held for Sale or Disposition

Accounts receivable

Work in process

Other current assets 116.8

Property and Equipment, net 13.1

Total Assets Held for Sale or Disposition $ 1,012.2

Liabilities Held for Sale or Disposition

Accounts payable $ 669.7

Customer advances

Other current liabilities

Total Liabilities Held for Sale or Disposition $ 1,261.0

Dispositions in prior years

In April 2023, we completed the disposition of certain research businesses within our Execution & Support discipline for net cash proceeds of $ 180.5 million, subject to customary closing adjustments.

As a result, we recorded a pretax gain of $ 78.8 million in connection with the transaction, which is included in gain on disposition of subsidiary in the consolidated statements of income.

The disposition did not have a material impact on our consolidated results of operations, financial position, or cash flows.

Cash proceeds were classified as investing activities within the disposition of subsidiaries and other line in the consolidated statements of cash flows.

Supplemental Cash Flow Data

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(Increase) decrease in work in process and other current assets 165.1 ( 316.9 ) ( 121.8 )

Increase (decrease) in accounts payable 997.5 602.3 ( 350.1 )

Increase (decrease) in customer advances, taxes payable and other

Increase in accounts payable

2,145.1 997.5 602.3

(Decrease) in customer advances, taxes payable and other

current liabilities

( 2,318.9 ) ( 229.1 ) ( 399.6 )

Change in other assets and liabilities, net 163.8 ( 85.6 ) ( 29.9 )

Increase (decrease) in operating capital $ 712.1 $ ( 231.2 ) $ ( 462.9 )

On January 1, 2025, we prospectively adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), that requires, among other things, greater disaggregation of income taxes paid disaggregated by jurisdiction.

Supplemental financial information:

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2025 2024 2023

Income taxes paid $ 544.1 $ 474.3 $ 450.3

Interest paid $ 175.7 $ 156.4 $ 162.8

Income taxes paid:

US - State & Local

United Kingdom

Total income taxes paid

$ 531.3 $ 544.1 $ 474.3

Non-cash increase in lease liabilities:

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Finance leases $ 35.2 $ 47.1

Non-cash increases to Shareholder’s equity related to the IPG Merger:

Year Ended December 31,

Common Stock at par value

Additional Paid-in Capital

Noncontrolling Interests

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transfers (to) from noncontrolling interests

$ ( 93.1 ) $ 1,470.6 $ 1,303.3

Leases and Property and Equipment

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Cross currency swaps - net investment hedge $ 7.1 7.1

Foreign currency derivatives $ 0.1 $ 0.1

Contingent purchase price obligations $ 214.9 214.9

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Cross currency swaps - net investment hedge 9.3 $ 9.3

Foreign currency derivatives $ 0.1 $ 0.1

Contingent purchase price obligations $ 220.1 220.1

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Foreign currency derivatives — — 0.1 0.1

Cross currency swaps - net investment hedge — — 6.6 6.6

Contingent purchase price obligations 214.9 214.9 220.1 220.1

Long-term debt 6,035.3 5,664.9 5,639.6 5,237.8

Long-Term Debt, including current portion

9,054.5 8,818.9 6,035.3 5,664.9

The estimated fair values of the cross-currency swaps and foreign currency derivative instruments are determined using model-derived valuations, taking into consideration foreign currency rates, interest rates, and counterparty credit risk.

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We periodically determine the potential loss from market risk on our derivatives by performing a value-at-risk, or VaR, analysis.

VaR is a statistical model that uses historical currency exchange rate data to measure the potential impact on future earnings of our derivative financial instruments assuming normal market conditions.

VaR is a statistical model th\at uses historical currency exchange rate data to measure the potential impact on future earnings of our derivative financial instruments assuming normal market conditions.

The VaR model is not intended to represent actual losses but is used as a risk estimation and management tool.

4 unchanged sentences

In these instances, amounts are either promptly settled or hedged with forward foreign exchange contracts.

To manage this risk, at December 31, 2024, we had outstanding forward foreign exchange contracts with an aggregate notional amount of $ 4.7 million.

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

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

Foreign currency derivatives are designated as fair value hedges;

therefore, any gain or loss in fair value incurred on those instruments is recorded in results of operations and is generally offset by decreases or increases in the fair value of the underlying

By using these financial instruments, we reduce financial risk of adverse foreign exchange changes by foregoing any gain which might occur if the markets move favorably.

therefore, any gain or loss in fair value incurred on those instruments is recorded in results of operations and is generally offset by decreases or increases in the fair value of the underlying exposure.

By using these financial instruments, we reduce financial risk of adverse foreign exchange changes by foregoing any

gain which might occur if the markets move favorably.

The terms of our forward foreign exchange contracts are generally less than 90 days.

We have fixed-to-fixed cross currency swaps 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.

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.

Dollar swaps hedge a portion of the net investment in our Japanese subsidiaries against volatility in the Yen/U.S.

Dollar exchange rate.

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

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

2 unchanged sentences

We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates.

We receive net fixed U.S.

Dollar interest payments from the swaps.

We recorded a reduction of interest expense of $ 6.6 million in each of 2024 and 2023.

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

We recorded a reduction of interest expense of $ 10.3 million in 2025 and $ 6.6 million in 2024.

At December 31, 2025, an asset of $ 7.1 million is recorded in other assets, and at December 31, 2024, an asset of $ 9.3 million is recorded in other assets, for the swap fair value.

Interest Rate Risk

3 unchanged sentences

New Accounting Standards

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements (“ASU 2025-09”), which provides targeted improvements intended to better reflect an entity’s risk management strategies in its application of hedge accounting.

ASU 2025-09 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted on any date on or after issuance.

We are currently evaluating the impact of adopting ASU 2025-09 on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes and clarifies the accounting for certain internal-use software costs.

ASU 2025-06 is effective for annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact of adopting ASU 2025-06 on our consolidated financial statements.

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), that requires, additional information about specific expense

1 unchanged sentence

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.

We will adopt ASU 2024-03 for annual periods beginning on January 1, 2027, and for interim periods beginning on January 1, 2028.

ASU 2024-03 affects financial statement disclosure only, and its adoption will not affect our results of operations or financial condition.

Subsequent Events

We have evaluated events subsequent to the balance sheet date and determined there have not been any events that have occurred that would require adjustment to or disclosure in the consolidated financial statements.

In February 2026, the Board authorized the repurchase of up to $ 5.0 billion of our common stock.

Pursuant to this authorization, we also entered into an accelerated share repurchase program to repurchase approximately $ 2.5 billion of our common stock.

OMNICOM GROUP INC.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures