What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-10-22 · 245 added, 162 removed, 374 unchanged (52% of the section changed)

4 unchanged sentences

(In millions)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current Assets:

3 unchanged sentences

Work in process 3,721.4 3,408.9

Assets held for sale

711.6 1,012.2

Other current assets 1,899.0 1,765.2

1 unchanged sentence

Property and Equipment at cost, less accumulated depreciation of $ 1,256.2 and $ 1,386.8

1,004.6 1,010.3

Operating Lease Right-Of-Use Assets 1,291.7 1,379.8

2 unchanged sentences

Intangible Assets, net of accumulated amortization of $ 1,014.2 and $ 903.2

4,945.2 5,101.0

Other Assets 744.4 751.5

7 unchanged sentences

Taxes payable 341.4 264.9

Liabilities held for sale

972.3 1,261.0

Other current liabilities 3,972.4 4,163.7

22 unchanged sentences

(In millions, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue $ 6,242.9 $ 3,690.4

2 unchanged sentences

Occupancy and other costs 527.3 314.6

Repositioning costs 38.6 — 127.4 57.8

Severance and repositioning costs

Loss on assets held for sale and dispositions

Cost of services 5,205.3 3,060.9

5 unchanged sentences

Interest Income 47.0 29.7

Income Before Income Taxes and Income From Equity Method Investments 486.9 559.7 1,308.6 1,480.4

Income Before Income Taxes and Income (Loss) From Equity Method Investments

Income Tax Expense 154.6 120.7

Income From Equity Method Investments 5.8 0.4 6.5 4.6

Income (Loss) From Equity Method Investments

Net Income 418.7 303.4

13 unchanged sentences

(In millions)

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net Income $ 418.7 $ 303.4

20 unchanged sentences

(In millions, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Common Stock, shares 421.6 297.2

5 unchanged sentences

Share-based compensation 27.1 20.8

Accelerated share repurchase forward agreements ( 500.0 ) —

Stock issued, share-based compensation 1.6 4.0

18 unchanged sentences

Net income 13.5 15.7

Other comprehensive income (loss) ( 3.0 ) 10.4 10.6 2.6

Other comprehensive income

Dividends to noncontrolling interests ( 12.1 ) ( 13.0 )

8 unchanged sentences

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows From Operating Activities:

4 unchanged sentences

Share-based compensation 27.1 20.8

Repositioning costs 127.4 57.8

Severance and repositioning costs

Loss on assets held for sale and dispositions

Other, net 5.8 3.3

3 unchanged sentences

Capital expenditures ( 61.2 ) ( 29.5 )

Acquisition of businesses and interests in affiliates, net of cash acquired ( 0.8 ) ( 900.9 )

Proceeds from assets held for sale

Other, net ( 7.1 ) 42.2

Net Cash Used In Investing Activities ( 60.8 ) ( 993.3 )

Net Cash Provided By Investing Activities

Cash Flows From Financing Activities:

Proceeds from borrowings 2,384.9 —

Repayment of debt ( 1,400.0 ) —

Change in short-term debt 7.4 ( 3.2 )

6 unchanged sentences

Other, net ( 15.7 ) ( 14.8 )

Net Cash (Used In) Provided By Financing Activities ( 907.5 ) 293.4

Net Cash Used In Financing Activities

( 2,065.3 ) ( 241.4 )

Effect of foreign exchange rate changes on cash and cash equivalents ( 58.7 ) 54.4

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In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation, in all material respects, of the information contained herein.

These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, or 2024 10-K.

These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K").

Results for the interim periods are not necessarily indicative of results that may be expected for the year.

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.

On March 18, 2025, the shareholders of each of Omnicom and IPG approved the Merger.

The completion of the Merger is subject to customary closing conditions, including required regulatory approvals.

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

During the three and nine months ended September 30, 2025, we recorded acquisition related costs of $ 60.8 million and $ 160.6 million, respectively, in selling, general and administrative expenses.

The results of IPG are not included in our 2025 or 2024 results of operations or financial position disclosed in these unaudited consolidated financial statements.

We have secured regulatory approvals for Omnicom’s pending acquisition of IPG in all required jurisdictions other than the European Union.

We are continuing to pursue the required EU regulatory approval and expect that the acquisition will close by the end of November 2025.

In the third quarter of 2025, in connection with the pending acquisition of IPG, Omnicom offered to exchange up to $2.95 billion of IPG’s outstanding senior notes (the "Existing IPG Notes") for new Omnicom notes, and solicited consents to amend the indentures governing the Existing IPG Notes.

Omnicom has received sufficient tenders and consents to consummate the exchange offer and consent solicitation, which is currently set to expire on October 31, 2025, subject to further extension.

The consummation of the exchange offer and consent solicitation is subject to the closing of the Merger and certain other conditions and will include cash as a consent payment aggregating up to $2.7 million.

Merger with IPG

On November 26, 2025 (the “Closing Date”), Omnicom completed its merger (the "Merger") with The Interpublic Group of Companies, Inc.

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 for more information related to the Merger.

For the three months ended March 31, 2026, we recorded $ 59.4 million of integration and acquisition related costs related to the Merger in selling, general and administrative expenses.

For the three months ended March 31, 2025, we recorded $ 33.8 million of acquisition related costs.

Risks and Uncertainties

Global economic conditions and 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, labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets 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.

Accounting Changes

In December 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which became effective for us in January 2025 and requires, among other things, greater disaggregation of information in the rate reconciliation and for paid income taxes to be disaggregated by jurisdiction.

ASU 2023-09 affects only financial statement disclosures, which are not required until year-end 2025, and does not affect our results of operations or financial condition.

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.

Nature of our services

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:

Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail

Commerce, Experiential, and Execution & Support.

Media & Advertising includes creative services across digital and traditional media, strategic media planning and buying, performance media, data analytics services, and Omnicom Production.

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

Public Relations services include corporate communications, crisis management, public affairs and media and media relations services.

Healthcare includes corporate communications and advertising and media services to global healthcare and pharmaceutical companies.

Branding & Retail Commerce services include brand and product consulting, strategy and research and retail marketing.

Experiential marketing services include live and digital events and experience design and execution.

Execution & Support includes field marketing, sales support, digital and physical merchandising, point-of-sale and product placement, as well as other specialized marketing and custom communications services.

At the core of all of our services is the ability to create or develop a client’s marketing or corporate communications message into content that can be delivered to a target audience across different communications mediums.

Economic factors affecting our revenue

Global economic conditions and disruptions have a direct impact on our revenue.

Adverse economic conditions and disruptions pose a risk that our clients may reduce, postpone or cancel spending for our services, which would impact our revenue.

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

On a global, pan-regional, and local basis, our agencies provide a comprehensive range of services across our fundamental disciplines.

Beginning in 2026, we realigned our disciplines as follows and as described below:

Integrated Media, Advertising, Health, Public Relations, and Experiential & Other.

The classification of certain services and prior period amounts have been reclassified to conform to the current period presentation.

Integrated Media includes strategic media planning and buying, performance media and audience-based solutions, as well as digital commerce and data and identity solutions.

It also includes proprietary data, analytics, and precision marketing capabilities and automated content delivery solutions.

Advertising includes creative, brand development, and integrated advertising services across digital and traditional channels, supporting clients' brand strategy and communications needs.

Health includes specialized medical communications, market access strategy and other services to global health and pharmaceutical companies.

Public Relations services include corporate communications, crisis management, public affairs, and media relations services.

Experiential & Other includes experiential design and execution, live and digital events, and entertainment and sports marketing, as well as consulting, branding, and design services.

It also includes field marketing, merchandising, custom communications and training, and other specialized marketing and support services.

Revenue by discipline:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Integrated Media

$ 2,978.4 $ 1,805.4

Media & Advertising $ 2,353.8 $ 2,129.0 $ 6,693.3 $ 6,184.2

Precision Marketing 462.5 450.6 1,369.9 1,303.1

Advertising 1,060.2 674.6

Public Relations 696.6 359.1

Healthcare 331.2 337.1 969.5 999.1

Branding & Retail Commerce 144.8 181.7 452.9 549.3

Experiential 152.2 174.3 503.2 512.5

Execution & Support 215.4 205.9 641.5 623.4

Revenue $ 4,037.1 $ 3,882.6 $ 11,743.1 $ 11,366.9

Beginning in the first quarter of 2025, we realigned the classification of certain services, primarily within our Media & Advertising, Branding & Retail Commerce, Precision Marketing and Public Relations disciplines.

As a result, we reclassified the prior year periods to be consistent with the revised classifications.

Revenue by geographic market:

Three Months Ended September 30, Nine Months Ended September 30,

Health 585.7 299.0

Experiential & Other 922.0 552.3

$ 6,242.9 $ 3,690.4

1) Revenue for the three months ended March 31, 2026, includes amounts attributable to disposals or entities classified as held for sale, consisting of $ 627.2 million.

Economic factors affecting our revenue

Global economic conditions and disruptions directly impact our revenue.

Adverse economic conditions and disruptions pose a risk that our clients may reduce, postpone, or cancel spending for our services, which would impact our revenue.

Revenue by geographic market:

Three Months Ended March 31,

North America $ 3,885.1 $ 2,111.5

3 unchanged sentences

Asia-Pacific 578.5 416.7

Revenue $ 4,037.1 $ 3,882.6 $ 11,743.1 $ 11,366.9

$ 6,242.9 $ 3,690.4

1) Revenue for the three months ended March 31, 2026, includes amounts attributable to disposals or entities classified as held for sale, consisting of $ 627.2 million.

The Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico.

1 unchanged sentence

Asia-Pacific includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries.

Revenue in the United States for the three months ended September 30, 2025 and 2024 was $ 2,132.9 million and $ 2,039.7 million, respectively, and revenue in the United States for the nine months ended September 30, 2025 and 2024 was $ 6,233.4 million and $ 5,999.0 million, respectively.

Revenue in the United States for the three months ended March 31, 2026 and 2025 was $ 3,688.0 million and $ 2,007.0 million, respectively.

Contract balances

Contract balances include work in process and customer advances that primarily consist of advance billings to customers in accordance with the terms of the client contracts, primarily for the reimbursement of third-party costs.

September 30, 2025 December 31, 2024 September 30, 2024

March 31, 2026 December 31, 2025 March 31, 2025

Work in process:

3 unchanged sentences

Customer advances $ 1,954.0 $ 1,727.6 $ 1,283.5

There were no impairment charges recorded in work in process in the nine months ended September 30, 2025 and 2024.

There were no impairment charges recorded in work in process in the three months ended March 31, 2026 and 2025.

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 $ 425.4 million of unsatisfied performance obligations as of March 31, 2026, which will be recognized as services are performed over the remaining contractual terms through 2030.

Net Income per Share

Basic and diluted net income per share:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net Income - Omnicom Group Inc.

8 unchanged sentences

Diluted $ 1.35 $ 1.45

Potentially dilutive common shares are due to our share-based employee compensation plans and agreements, which primarily relate to stock options granted in the second quarter of 2025.

The number of potential common shares excluded from diluted shares outstanding was 5.8 million for both the three and nine months ended September 30, 2025, because the effect of including those common shares in the calculation would have been anti-dilutive.

There were no potentially dilutive common shares excluded from diluted shares outstanding for the three and nine months ended September 30, 2024.

The number of potential shares of common stock excluded from diluted shares outstanding was 8.0 million and 1.1 million for the three months ended March 31, 2026 and 2025, respectively, because the effect of including those shares of common stock in the calculation would have been anti-dilutive.

The increase in our weighted average shares in 2026 is a result of the inclusion of outstanding shares issued in connection with the acquisition of IPG, see Note 5 to the consolidated financial statements.

Goodwill and Intangible Assets

Change in goodwill:

Nine Months Ended September 30,

Three Months Ended March 31,

January 1 $ 18,641.4 $ 10,677.4

5 unchanged sentences

$ 18,733.9 $ 10,781.5

The increase in goodwill in the nine months ended September 30, 2024 is primarily attributable to the acquisition of Flywheel Digital in January 2024.

There were no goodwill impairment charges recorded in the nine months ended September 30, 2025 and 2024, and there are no accumulated goodwill impairment charges.

We completed our annual goodwill impairment test as of May 1, 2025.

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

Based on the results of our impairment test, we concluded that at May 1, 2025 our goodwill was not impaired.

There were no events through September 30, 2025 that would change our impairment assessments.

*The increase in goodwill in the three months ended March 31, 2026 is primarily attributable to adjustments to the preliminary purchase price accounting for the IPG acquisition in November 2025 (see Note 5 to the consolidated financial statements).

There were no goodwill impairment charges recorded in the three months ended March 31, 2026 and 2025, and there are no accumulated goodwill impairment charges.

Intangible assets:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Value Accumulated

2 unchanged sentences

Amortization Net

Acquired intangible assets and internally

developed strategic platform assets

$ 926.0 $ ( 96.4 ) $ 829.6 $ 929.9 $ ( 76.5 ) $ 853.4

Other purchased and internally

developed software 276.8 ( 243.6 ) 33.2 258.3 ( 226.3 ) 32.0

Total Intangible Assets $ 1,355.8 $ ( 867.0 ) $ 488.8 $ 1,354.4 $ ( 832.4 ) $ 522.0

Amortization of intangible assets:

Three Months Ended September 30, Nine Months Ended September 30,

Customer Relationships

4,374.0 ( 578.2 ) 3,795.8 4,389.5 ( 504.1 ) 3,885.4

Technology and Other

355.6 ( 94.3 ) 261.3 409.2 ( 79.6 ) 329.6

Acquired intangible assets and internally developed strategic platform assets

$ 5,655.6 $ ( 768.9 ) $ 4,886.7 $ 5,728.6 $ ( 660.2 ) $ 5,068.4

Other purchased and internally developed software

303.8 ( 245.3 ) 58.5 275.6 ( 243.0 ) 32.6

Intangible Assets

$ 5,959.4 $ ( 1,014.2 ) $ 4,945.2 $ 6,004.2 $ ( 903.2 ) $ 5,101.0

Amortization of intangible assets:

Three Months Ended March 31,

Acquired intangible assets and internally developed strategic platform assets $ 110.9 $ 21.8

Other purchased and internally developed software 6.5 4.0

Amortization Expense $ 117.4 $ 25.8

Credit Facilities

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

Business Combinations

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

The acquisition 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, 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) and cash in lieu of fractional shares, based on an exchange ratio (the “Exchange Ratio”) of 0.344 shares of Omnicom common stock for each share of IPG common stock.

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 at closing was $ 8,893.5 million, consisting of primarily equity consideration of $ 8,891.2 million, excluding debt assumed in connection with Omnicom's offer to exchange all outstanding notes of certain series issued by the IPG.

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

264.7 Liabilities held for sale

Other current Assets

571.6 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

4,591.4 Deferred tax liabilities, net

Other Assets 701.3 Non-controlling interests

$ 16,082.0 Redeemable non-controlling interest 11.2

Total Liabilities and Non-controlling interest $ 14,994.2

Fair value of net assets acquired

Goodwill 7,805.7

Total Consideration $ 8,893.5

The purchase accounting process has not been completed as of March 31, 2026, including the finalization of the purchase price allocation.

The Company has not yet finalized the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets.

The preliminary fair values of identifiable assets as of March 31, 2026 include Trade names of $ 792.0 million, Customer relationships of $ 3,616.0 million, and Technology and other of $ 183.4 million.

During the first quarter, the adjustments to goodwill related primarily to the updates of the fair value of acquired software and deferred taxes.

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

Integration and Acquisition-Related Costs

During the three months ended March 31, 2026 and 2025, the Company incurred approximately $ 59.4 million of integration and acquisition related costs and $ 33.8 million of acquisition related costs associated primarily with the acquisition of IPG.

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

The Company may incur additional integration and acquisition-related costs in the future related to the acquisition of IPG.

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.

We can issue up to $ 3.0 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 $ 1,124.5 million.

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

During the three and nine months ended September 30, 2025 and 2024, there were no drawings under the Credit Facility and no 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.

At September 30, 2025, we were in compliance with this covenant as our Leverage Ratio was 2.6 times.

During the three months ended March 31, 2026, we issued commercial paper and the average and maximum amounts outstanding during the quarter were $ 261.8 million and $ 632.6 million, respectively.

There were no issuances of commercial paper for the three months ended March 31, 2025.

At both March 31, 2026 and 2025, there were 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 March 31, 2026, we were in compliance with this covenant as our Leverage Ratio, computed in accordance with the terms of the facility, was 2.5 times.

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

Short-Term Debt

Short-term debt of $ 24.1 million and $ 21.3 million at September 30, 2025 and December 31, 2024, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Due to the short-term nature of this debt, carrying value approximates fair value.

Short-term debt of $ 67.4 million and $ 62.0 million at March 31, 2026 and December 31, 2025, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Long-Term Debt

Long-term debt:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

3.600 % Senior Notes due 2026

1 unchanged sentence

€ 500 million 0.800 % Senior Notes due 2027

4.650 % Senior Notes (Exchange/IPG) due 2028

4.200 % Senior Notes due 2029

2.450 % Senior Notes due 2030

4.200 % Senior Notes due 2030

4.750 % Senior Notes (Exchange/IPG) due 2030

€ 500 million 1.400 % Senior Notes due 2031

2.400 % Senior Notes (Exchange/IPG) due 2031

2.600 % Senior Notes due 2031

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5.000 % Senior Notes due 2033

5.375 % Senior Notes (Exchange/IPG) due 2033

€ 600 million 3.850 % Euro Notes due 2034

5.300 % Senior Notes due 2034

5.300 % Senior Note due 2036

3.375 % Senior Notes (Exchange/IPG) due 2041

5.400 % Senior Notes (Exchange/IPG) due 2048

Long-Term Debt, Gross 10,212.9 9,272.9

Unamortized discount

( 192.7 ) ( 192.3 )

Unamortized debt issuance costs ( 42.7 ) ( 25.9 )

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Long-Term Debt $ 9,977.5 $ 7,655.0

The 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 April 2026, accordingly it has been reclassified to current liabilities on the balance sheet.

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

OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries.

OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable.

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

Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed the obligations of Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the € 500 million 0.80 % Senior Notes due 2027 and the € 500 million 1.40 % Senior Notes due 2031, and Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect to the € 600 million 3.70 % Senior Notes due 2032, collectively the Euro Notes.

On March 2, 2026, Omnicom closed its public offering of $ 400 million aggregate principal amount of 4.200 % Senior Notes due 2029, $ 700 million aggregate principal amount of 5.000 % Senior Notes due 2033 and $ 600 million aggregate principal amount of 5.300 % Senior Notes due 2036.

In addition, on March 2, 2026, Omnicom Finance Holdings plc, a U.K.-based wholly-owned subsidiary of Omnicom ("OFH") closed its public offering of € 600 million aggregate principal amount of 3.850 % Senior Notes due 2034, which are fully and unconditionally guaranteed by Omnicom.

Omnicom used a portion of the net proceeds of these offerings to repay its $ 1.4 billion 3.600 % Senior Notes due 2026, which were fully redeemed at par on March 13, 2026.

Omnicom intends to use the remaining proceeds for general corporate purposes.

Omnicom fully and unconditionally guaranteed the obligations of OFH, with respect to the € 500 million 0.80 % Senior Notes due 2027, the € 500 million 1.40 % Senior Notes due 2031, the € 600 million 3.70 % Senior Notes due 2032, and the € 600 million 3.850 % Senior Notes due 2034 (collectively the "Euro Notes").

OFH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, 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, OCI or OFH to obtain funds from their subsidiaries through dividends, loans, or advances.

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 the Sterling Notes.

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

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 aggregate principal amount of 2.25 % Senior Notes due 2033 (the "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.

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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.

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.

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.

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

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 operating segments, which are our agency networks, into one reporting segment.

Therefore, given these similarities, we aggregate our four operating segments, which are our global 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.

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

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Segment revenue, segment operating expenses and segment operating income of our operating segments:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue $ 6,242.9 $ 3,690.4

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Segment Operating Income $ 744.0 $ 486.4

Reconciliation of segment operating income to income before income taxes and income from equity method investments:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Reconciliation of segment operating income to income before income taxes and income (loss) from equity method investments:

Three Months Ended March 31,

Segment Operating Income $ 744.0 $ 486.4

Acquisition related costs 60.8 — 160.6 —

Repositioning costs 38.6 — 127.4 57.8

Severance and repositioning costs

Loss on assets held for sale and dispositions

Integration and acquisition related costs

Operating Income 646.2 452.6

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Interest Income 47.0 29.7

Income Before Income Taxes and Income From Equity Method Investments $ 486.9 $ 559.7 $ 1,308.6 $ 1,480.4

We reconcile segment operating income to income before income taxes and income from equity method investments as income tax expense is reviewed at the consolidated level and the segment managers are not held accountable for performance of net income.

Income Before Income Taxes and Income (Loss) From Equity Method Investments

$ 574.2 $ 423.2

We reconcile segment operating income to income before income taxes and income (loss) from equity method investments as income tax expense is reviewed at the consolidated level and the segment managers are not held accountable for performance of net income.

The agency networks' regional reporting units comprise three principal regions:

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Americas EMEA Asia-Pacific

September 30, 2025

March 31, 2026

Revenue - Three months ended

$ 4,081.2 $ 1,583.2 $ 578.5

Revenue - Nine months ended

$ 6,903.9 $ 3,501.1 $ 1,338.1

Long-lived assets and goodwill $ 16,082.8 $ 4,170.1 $ 777.3

September 30, 2024

March 31, 2025

Revenue - Three months ended

$ 2,207.9 $ 1,065.8 $ 416.7

Revenue - Nine months ended

$ 6,645.9 $ 3,397.0 $ 1,324.0

Long-lived assets and goodwill $ 8,135.0 $ 3,813.2 $ 691.1

Our effective tax rate for the nine months ended September 30, 2025 increased period-over-period to 28.5 % from 26.3 %, primarily due to the non-deductibility of certain acquisition related costs related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

The effective tax rate for the nine months ended September 30, 2024 includes the favorable impact from the resolution of certain non-U.S.

tax positions of $ 7.5 million.

Numerous foreign jurisdictions have enacted 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, or OECD.

Our effective tax rate for the first quarter of 2026 was 26.9 % compared to 28.5 % for the first quarter of 2025.

The decrease was primarily due to the non-deductibility of certain integration and acquisition related costs in connection with the Merger that impacted the effective tax rate in 2025.

The effective tax rate for 2026 reflects the impact of the lower tax benefit associated with severance and repositioning charges and IPG acquisition related costs.

Under such rules, a minimum effective tax rate of 15% applies to multinational companies with consolidated revenue above €750 million.

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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.

We are continuing to monitor Pillar Two legislative developments and the effects of Pillar Two on our business.

On January 5, 2026, the OECD released comprehensive administrative guidance on the “side-by-side system” to streamline Pillar Two’s global minimum tax rules, 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.

The side-by-side safe harbor election will be effective beginning in 2026, once adopted into domestic legislation, with the transitional safe harbor extended through 2027 to facilitate the implementation of this permanent system.

Overall, the rules are not expected to have a material 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.

At September 30, 2025, our unrecognized tax benefits were $ 162.1 million.

At March 31, 2026, our gross unrecognized tax benefits were $ 441.3 million.

Of this amount, approximately $ 423.7 million would affect our effective tax rate upon resolution of the uncertain tax positions.

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Postemployment Arrangements

Nine Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31, Three Months Ended March 31,

2026 2025 2026 2025

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Total net periodic benefit expense $ 4.5 $ 4.4 $ 2.5 $ 2.8

In each of the nine months ended September 30, 2025 and 2024, we contributed $ 0.5 million and $ 1.2 million, respectively, to the defined benefit pension plans.

Repositioning Costs

In connection with our strategic initiatives, which began in 2024, operating expenses for the three months ended September 30, 2025, included $ 38.6 million ($ 28.4 million after-tax) of repositioning costs, primarily related to severance actions as we prepare to integrate the pending acquisition of IPG.

Operating expenses for the nine months ended September 30, 2025, included $ 127.4 million ($ 95.7 million after-tax) of repositioning costs, related to severance actions as we prepare to integrate the pending acquisition of IPG, as well as efficiency initiatives in the second quarter of 2025, primarily within the Omnicom Advertising Group and the Omnicom Production Group.

There were no repositioning costs for the three months ended September 30, 2024.

In connection with our strategic initiatives, operating expenses for the nine months ended September 30, 2024, included $ 57.8 million ($ 42.9 million after-tax) of repositioning costs in the second quarter of 2024, primarily related to

severance actions related to ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy.

In each of the three months ended March 31, 2026 and 2025, we contributed $ 0.2 million and $ 0.1 million, respectively, to the defined benefit pension plans.

Severance and Repositioning Costs

Severance and repositioning costs incurred during the three months ended March 31, 2026 reflect adjustments to estimates for actions taken during the year ended December 31, 2025 related to the Merger with IPG.

Total costs of $ 4.1 million consist of severance and employee-related termination benefits, as well as real estate repositioning costs.

The following table summarizes activity during the period related to adjustments to liabilities for severance and contract terminations and other, which are expected to be settled in cash.

In addition, real estate write downs of $ 1.4 million were recorded during the period, which is a non-cash charge.

Liability at December 31, 2025

Cash Payments Liability at March 31, 2026

Severance $ 539.4 $ 2.7 $ ( 192.2 ) $ 349.9

Contract Terminations and Other 80.4 — ( 3.6 ) 76.8

Total severance and contract terminations and other

$ 619.8 $ 2.7 $ ( 195.8 ) $ 426.7

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 Experiential & Other (formerly, 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.

During the first quarter of 2026, we identified additional businesses for disposition as part of our ongoing review of our strategic position.

We recorded impairment charges of $ 34.3 million to write down the businesses identified for disposition to net realizable value.

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.

In addition, we closed on the sale of certain legacy IPG businesses and recorded an adjustment to goodwill (see Note 5 to the consolidated financial statements).

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 March 31, 2026.

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 March 31, 2026.

March 31, December 31,

Assets Held for Sale or Disposition

Accounts receivable $ 405.3 $ 623.4

Work in process 141.8 240.7

Other current assets 135.4 116.8

Property and Equipment, net 13.5 13.1

Other assets 15.6 18.2

Total Assets Held for Sale or Disposition $ 711.6 $ 1,012.2

Liabilities Held for Sale or Disposition

Accounts payable $ 524.6 $ 669.7

Customer advances 254.2 377.5

Other current liabilities 193.5 213.8

Total Liabilities Held for Sale or Disposition $ 972.3 $ 1,261.0

Supplemental Cash Flow Data

Change in operating capital:

Nine Months Ended September 30,

Three Months Ended March 31,

(Increase) decrease in accounts receivable $ 1,863.5 $ 1,128.1

(Increase) decrease in work in process and other current assets ( 504.5 ) ( 344.6 )

Increase (decrease) in accounts payable ( 1,538.8 ) ( 902.0 )

Increase (decrease) in customer advances, taxes payable and other current liabilities ( 309.2 ) ( 411.5 )

Increase in accounts payable

( 2,420.0 ) ( 1,847.5 )

(Decrease) in customer advances, taxes payable and other current liabilities

( 80.4 ) ( 67.9 )

Change in other assets and liabilities, net ( 68.7 ) ( 41.4 )

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Currency Translation Total

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

January 1 $ ( 1.3 ) $ ( 40.2 ) $ ( 1,224.3 ) $ ( 1,265.8 )

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$ ( 0.4 ) $ ( 36.7 ) $ ( 1,276.8 ) $ ( 1,313.9 )

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

January 1 $ ( 5.0 ) $ ( 25.5 ) $ ( 1,445.4 ) $ ( 1,475.9 )

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Financial assets and liabilities measured at fair value on a recurring basis:

September 30, 2025

March 31, 2026

Level 1 Level 2 Level 3 Total

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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

Changes in contingent purchase price obligations:

Nine Months Ended September 30,

Three Months Ended March 31,

January 1 $ 214.9 $ 220.1

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Carrying amount and fair value of our financial assets and liabilities:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Value Carrying

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Short-term debt $ 67.4 $ 67.4 $ 62.0 $ 62.0

Foreign currency derivatives — — 0.1 0.1

Cross currency swaps - net investment hedge 8.8 8.8 — —

Contingent purchase price obligations 235.9 235.9 214.9 214.9

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The fair value of long-term debt is based on quoted market prices.

New Accounting Standards

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 became effective and simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

ASU 2025-06 is effective January 1, 2028.

We expect that ASU 2025-06 will likely not have a material impact on our financial statements.

Accelerated Share Repurchase

From time to time, our Board of Directors authorizes the repurchase of shares of our common stock.

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 ("ASR") program to repurchase approximately $ 2.5 billion of our common stock.

Share repurchases for the three months ended March 31, 2026 of 28.3 million were primarily related to our accelerated stock repurchase program and also include shares surrendered by employees to satisfy tax withholding obligations in connection with restricted stock awards issued to employees.

The forward purchase of additional shares under the ASR is included as a reduction to APIC as of the three months ended March 31, 2026.

Subsequent Events

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What changed 10-Q

Item 1. Financial Statements