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Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-10-22 · 291 added, 434 removed, 232 unchanged (76% of the section changed)

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995.

In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing.

These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management.

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.

In addition, from time to time, we or our representatives have made, or may make, forward-looking statements, orally or in writing.

These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management as well as assumptions made by, and information currently available to management.

Forward-looking statements may be accompanied by words such as “aim”, “anticipate”, “believe”, “plan”, “could”, “should”, “would”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “intend”, “may”, “will”, “possible”, “potential”, “predict”, “project” or similar words, phrases or expressions.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside of our control.

Therefore, you should not place undue reliance on such statements.

Factors that could cause actual results to differ materially from those in the forward-looking statements include:

• risks relating to the pending Merger (as defined below) with The Interpublic Group of Companies, Inc., or IPG, including:

that the Merger may not be completed in a timely manner or at all;

delays, unanticipated costs or restrictions resulting from regulatory review of the Merger, including the risk that Omnicom or IPG may be unable to obtain governmental and regulatory approvals required for the Merger, or that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Merger;

uncertainties associated with the Merger may cause a loss of both companies’ management personnel and other key employees, and cause disruptions to both companies’ business relationships;

the Merger Agreement (as defined below) subjects the Company and IPG to restrictions on business activities prior to the effective time of the Merger;

the Company and IPG are expected to incur significant costs in connection with the Merger and integration;

litigation risks relating to the Merger;

the business and operations of both companies may not be integrated successfully in the expected time frame;

the Merger may result in a loss of both companies’ clients, service providers, vendors, joint venture participants and other business counterparties;

and the combined company may fail to realize all of the anticipated benefits of the Merger or fail to effectively manage its expanded operations;

• adverse 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;

• international, national or local economic conditions that could adversely affect the Company or its clients;

• losses on media purchases and production costs incurred on behalf of clients;

• risks relating to the completed merger (the “Merger”) between us and The Interpublic Group of Companies, Inc.

("IPG"), including risks related to the integration of IPG’s business, such as, among others:

uncertainties associated with retaining key management and other employees;

potential disruptions to client, vendor, and business partner relationships;

the risk that integration activities may be more time-consuming, complex, or costly than expected;

the possibility that anticipated synergies, efficiencies, and other benefits of the Merger may not be realized, or may be realized more slowly than anticipated;

and risks associated with managing a larger, more complex combined organization and effectively integrating systems, processes, operations, and cultures;

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

• international, national or local economic conditions that could adversely affect us or our clients;

• reductions in client spending, a slowdown in client payments or a deterioration or disruption in the credit markets;

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• unanticipated changes related to competitive factors in the marketing and communications services industries;

• unanticipated changes to, or the ability to hire and retain, key personnel;

• unanticipated changes to, or an inability to hire and retain, key personnel;

• currency exchange rate fluctuations;

• reliance on information technology systems and risks related to cybersecurity incidents;

• effective management of the risks, challenges and efficiencies presented by utilizing Artificial Intelligence (AI) technologies and related partnerships in our business;

• changes in legislation or governmental regulations affecting the Company or its clients;

• risks associated with assumptions the Company makes in connection with its acquisitions, critical accounting estimates and legal proceedings;

• the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and an evolving regulatory environment in high-growth markets and developing countries;

• risks related to environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives.

• effective management of the risks, challenges and efficiencies presented by utilizing artificial intelligence, or AI, technologies and related partnerships in our business, and their use by our competitors;

• failure to adapt to technological developments;

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

• changes in legislation or governmental regulations affecting us or our clients;

• losses on media purchases and production costs incurred on behalf of clients;

• risks associated with assumptions we make in connection with our acquisitions, critical accounting estimates and legal proceedings;

• Our international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and an evolving regulatory environment in high-growth markets and developing countries;

• risks related to our environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives;

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

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

The foregoing list of factors is not exhaustive.

You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, or 2024 10-K, and in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and in other documents filed from time to time with the Securities and Exchange Commission.

Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K"), and in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and in other documents filed from time to time with the Securities and Exchange Commission.

Except as required under applicable law, we do not assume any obligation to update these forward-looking statements.

EXECUTIVE SUMMARY

The unaudited consolidated financial statements and related notes to the unaudited consolidated financial statements, including our critical accounting estimates, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report, should be read in conjunction with our 2025 Form 10-K.

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 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.

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

Following the closing of the Merger, Omnicom shareholders are expected to own approximately 60.6% of the combined company, and IPG shareholders are expected to own approximately 39.4%, on a fully diluted basis.

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 business, 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 with IPG.

Omnicom is the acquirer of IPG under U.S.

generally accepted accounting principles ("U.S.

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

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

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

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 challenges 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.

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

Our portfolio of companies includes our global networks:

Omnicom Advertising Group (OAG), Omnicom Media Group, the DAS Group of Companies, and the Communications Consultancy Network.

OAG includes our creative brands BBDO, DDB, TBWA and the brands included within the Omnicom Advertising Collective.

All of our global networks integrate their service offerings with the Omnicom branded practice areas, including Omnicom Health Group, Omnicom Precision Marketing Group, Omnicom Commerce Group, Omnicom Public Relations Group, Omnicom Brand Consulting Group, Flywheel Digital and Omnicom Production, as well as our Experiential businesses and Execution & Support businesses, which includes Omnicom Specialty Marketing Group.

On a global, pan-regional, and local basis, 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.

Our geographic

markets include the Americas, which includes North America and Latin America, Europe, the Middle East and Africa or EMEA, and Asia-Pacific.

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.

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, data, commerce, CRM, content, creativity and AI.

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

All of our agencies are supported by our integrated technology platform:

Omni, which includes Acxiom and Interact which were acquired from IPG and Flywheel Commerce Cloud, respectively, as well as privacy-focused identity and data management capabilities.

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

Omnicom client teams collaborate and accelerate client-service innovation through two integral enterprise-wide solutions:

the Global Growth Team (GGT) and our Client Success Leaders (CSLs).

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

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

Our global networks include:

Omnicom Advertising (OA), Omnicom Media (OM), the DAS Group of Companies (DAS), and the Communications Consultancy Network (CCN).

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

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

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

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

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.

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

Our business model was built and continues to evolve around our clients.

While our networks, practice areas and agencies operate under different names and frame their ideas in different disciplines, we organize our services around our clients.

While our networks, connected capabilities and agencies operate under different names and frame their ideas in different disciplines, we organize our services around our clients.

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

Our fundamental business principle is that our clients’ specific requirements are the central focus of how we structure our service offerings and allocate our resources.

This client-centric business model requires that multiple agencies within Omnicom collaborate in formal and informal virtual client networks utilizing our key client matrix organization structure.

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

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

This collaboration allows us to execute our clients’ marketing requirements in a consistent and comprehensive manner.

We use our client-centric approach to grow our business by expanding our service offerings to existing clients, moving into new markets and obtaining new clients.

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

We believe generative AI and agentic AI will have a significant effect on how we provide services to our clients and how we enhance the productivity of our people.

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

We are committed to responsible AI practices and collaboration to harness AI's potential, while evaluating related risks, such as ethical considerations, public perception and reputational concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and our ability to effectively adopt this new emerging technology.

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

Generative AI and agentic AI have, and we believe will continue to have, a significant impact on how we provide services to our clients and how we enhance the productivity of our people.

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

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

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

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

Our clients operate in virtually every sector of the global economy.

For the twelve months ended March 31, 2026, our largest client accounted for 2.2% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 52.5% of our revenue.

Our clients operate in virtually every sector of the global economy with no one industry representing more than 19% of our revenue for the three months ended March 31, 2026.

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

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

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

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

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

Certain global events targeted by major marketers for advertising expenditures, such as the FIFA World Cup and the Olympics, and certain national events, such as the U.S.

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

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

For the twelve months ended September 30, 2025, our largest client accounted for 2.6% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 54.9% of our revenue.

Our clients operate in virtually every sector of the global economy with no one industry representing more than 15% of our revenue for the nine months ended September 30, 2025.

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

Given our size and breadth, we manage our business by monitoring several financial indicators.

The key performance indicators that we focus on are revenue growth and variability of operating expenses.

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

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

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

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

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

Financial Performance

Worldwide revenue for the three months ended September 30, 2025 increased $154.5 million, or 4.0%, to $4,037.1 million, compared to $3,882.6 million in the prior year quarter.

Worldwide organic revenue growth increased revenue $102.4 million, or 2.6%, primarily driven by our Media & Advertising, Precision Marketing and Execution & Support disciplines, partially offset by negative performance in our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines.

Geographic results were mixed, reflecting differing macroeconomic conditions across regions versus the prior year period.

Organic growth in the quarter was led by our largest market, the U.S.

In Europe, underperformance in France was offset by positive growth in the U.K.

and mixed performance in other countries.

In Asia-Pacific, results were mixed by country, which led to negative performance in the period.

Changes in foreign currency exchange rates period-over-period increased revenue $52.4 million, or 1.4%.

Acquisition revenue, net of disposition revenue, reduced revenue by $0.3 million.

Worldwide revenue for the nine months ended September 30, 2025 increased $376.2 million, or 3.3%, to $11,743.1 million, compared to $11,366.9 million in the prior year period.

Worldwide organic revenue growth increased revenue $341.1 million, or 3.0%, primarily driven by our Media & Advertising, Precision Marketing and Execution & Support disciplines.

Our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines had negative performance during the period.

Substantially all of our major geographic regions had positive organic growth compared to the prior year period.

Organic growth in the nine-month period was led by our largest market, the U.S.

In Europe and Asia-Pacific, organic growth was positive and mixed by country.

Changes in foreign currency exchange rates period-over-period increased revenue $35.6 million, or 0.3%.

Acquisition revenue, net of disposition revenue, reduced revenue by $0.5 million.

The period-over-period change in worldwide revenue for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, in our fundamental disciplines was:

Media & Advertising increased $224.8 million, Precision Marketing increased $11.9 million, Public Relations decreased $26.8 million, Healthcare decreased $5.9 million, Branding & Retail Commerce decreased $36.9 million, Experiential decreased $22.1 million, and Execution & Support increased $9.5 million.

The period-over-period change in worldwide revenue for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, in our fundamental disciplines was:

Media & Advertising increased $509.1 million, Precision Marketing increased $66.8 million, Public Relations decreased $82.5 million, Healthcare decreased $29.6 million, Branding & Retail Commerce decreased $96.4 million, Experiential decreased $9.3 million, and Execution & Support increased $18.1 million.

The period-over-period change in worldwide revenue across our geographic markets for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was:

North America increased $91.3 million, or 4.2%, Latin America increased $26.7 million, or 26.8%, Europe increased $54.6 million, or 5.1%, Middle East and Africa increased $4.1 million, or 6.5%, and Asia-Pacific decreased $22.2 million, or 4.6%.

The period-over-period change in the worldwide revenue across our geographic markets for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was:

North America increased $223.2 million, or 3.5%, Latin America increased $34.8 million, or 11.5%, Europe increased $108.3 million, or 3.4%, Middle East and Africa decreased $4.2 million, or 2.0%, and Asia-Pacific increased $14.1 million, or 1.1%.

Worldwide revenue for the three months ended March 31, 2026 increased $2,552.5 million, or 69.2%, to $6,242.9 million, compared to $3,690.4 million in the prior-year-period.

Our performance benefited from the Merger, as the first quarter of 2026 represents the first full quarter of results including IPG following the Closing Date.

The year-over-year increase in worldwide revenue reflected worldwide constant currency growth (defined below) of $2,378.3 million, or 64.4% and a favorable impact from foreign exchange rates of $174.2 million, which increased revenue by 4.8%.

The mix of our revenue did not change substantially as a result of the Merger.

Across our disciplines, revenue increased as follows year-over-year:

Integrated Media, $1,173.0 million, Advertising, $385.6 million, Public Relations, $286.7 million, Health, $337.5 million, and Experiential & Other, $369.7 million.

Worldwide revenue increased across our geographic markets for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, as follows, and was primarily driven by the acquisition of IPG:

North America, $1,773.6

million, Latin America, $99.7 million, Europe, $444.0 million, Middle East and Africa, $73.4 million, and Asia-Pacific, $161.8 million.

The table below presents worldwide organic growth period to period compared to the combined basis, net of businesses held for sale or disposition (as defined below).

The components of period-over-period revenue change:

Core Operations 1

2025 Revenue 1

Dispositions & Held for Sale $ % Growth

Combined revenue for the three months ended March 31, 2025 2

$ 6,013.0 $ 748.3 $ 5,264.7

Components of revenue change:

Foreign exchange rate impact 174.2 29.9 144.2 2.7 %

Net effect of dispositions (151.0) (151.0) — — %

Organic growth 206.7 — 206.7 3.9 %

Revenue for the three months ended March 31, 2026 2

$ 6,242.9 $ 627.2 $ 5,615.7 6.7 %

1) Core Operations, net of dispositions and held for sale, excludes revenue of:

businesses that have been disposed of or are classified as held for sale.

Amounts for periods prior to the Closing Date are calculated on a combined basis for Omnicom and IPG.

2) Represents combined Omnicom and IPG revenue for the prior year period.

The $6.0 billion is comprised of the Omnicom's reported revenue of $3.7 billion and IPG's reported revenue of $2.3 billion , for the three months March 31, 2025 and is provided for comparative purposes.

This information has been prepared for informational purposes only and does not represent pro forma financial information prepared in accordance with Article 11 of Regulation S-X.

Accordingly, such information does not purport to represent what the Company’s revenue would have been had the acquisition occurred at an earlier date and should not be considered indicative of future performance.

Revenue from Core Operations increased $350.9 million, or 6.7% as compared to the combined Core Operations revenue for the prior-year-period.

This was driven by organic growth of 3.9% and a positive impact from foreign exchange rate of $144.2 million, or 2.7%.

Revenue from businesses that were either disposed of or classified as held for sale as of March 31, 2026 contributed $627.2 million of revenue in the current period.

The components and percentages are calculated as follows:

The foreign exchange rate impact is the difference between the current period revenue in U.S.

Dollars and the current period constant currency revenue.

• Organic growth is calculated by subtracting the foreign exchange rate impact from total revenue growth, which is equal to the current period revenue from Core Operations minus the prior period revenue from Core Operations.

• Percentage growth is calculated by dividing the individual amount by the prior period Core Operations revenue base.

When we use the term Constant currency growth it refers to the change in revenue in the period, excluding the effects of foreign currency exchange rate fluctuations.

This measure is calculated by adjusting current period revenue to eliminate the impact of changes in foreign exchange rates and comparing the resulting amount to prior-year revenue.

Changes in the value of foreign currencies against the U.S.

Dollar affect our results of operations and financial position.

For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized.

Assuming exchange rates at March 31, 2026 remain unchanged, we expect the changes in foreign exchange rates will positively impact our revenue by 3.0% for the second quarter and positively impact our revenue by 1.0% for the full year.

In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors.

Under our client-centric approach, we seek to broaden our relationships with all of our clients.

Our largest client represented 2.2% and 2.7% of revenue for the twelve months ended March 31, 2026 and 2025, respectively.

Our ten largest and 100 largest clients represented 16.4% and 52.5% of revenue for the twelve months ended March 31, 2026, respectively, and 19.1% and 53.6% of revenue for the twelve months ended March 31, 2025, respectively.

A summary of our consolidated results of operations period-over-period:

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

Three Months Ended March 31,

2026 2025 $ Change % Change

Revenue $ 6,242.9 $ 3,690.4 $ 2,552.5 69.2 %

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1) Reconciliation of Non-GAAP Financial Measures on page 27 .

2) For the three months ended September 30, 2025, operating expenses 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 (see Note 9 to the unaudited consolidated financial statements).

For the nine months ended September 30, 2025, operating expenses include $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 (see Note 9 to the unaudited consolidated financial statements).

In addition, included in selling, general and administrative expenses for the three and nine months ended September 30, 2025, are acquisition related costs of $60.8 million ($50.8 million after-tax) and $160.6 million ($145.0 million after-tax), respectively, related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

The net impact of these items reduced operating income for the three and nine months ended September 30, 2025, by $99.4 million ($79.2 million after-tax) and $288.0 million ($240.7 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc.

by $0.41 and $1.23, respectively.

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

There were no acquisition related costs for the three and nine months ended September 30, 2024.

2) For the three months ended March 31, 2026, operating expenses included $4.1 million ($3.1 million after-tax), related to repositioning costs, primarily related to severance actions in connection with the Merger, and $34.3 million ($27.8 million after-tax) of losses on dispositions of certain businesses in connection with the Merger (see Notes 10 and 11 to the unaudited consolidated financial statements).

In addition, included in selling, general and administrative expenses for the three months ended March 31, 2026, are integration and acquisition related costs of $59.4 million ($46.7 million after-tax), related to the Merger.

The net impact of these items reduced operating income for the three months ended March 31, 2026, by $97.8 million ($77.6 million after-tax), which reduced diluted net income per share - Omnicom Group Inc.

Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related expenses of $33.8 million ($32.7 million after-tax) in connection with the Merger, which reduced diluted net income per share - Omnicom Group Inc.

3) EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets.

We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods.

The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended September 30, 2025 and 2024 and $0.24 for each of the nine months ended September 30, 2025 and 2024.

The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.29 and $0.08 for the three months ended March 31, 2026 and 2025, respectively.

4) The effect on EBITA Margin of dispositions and assets held for sale for the three months ended March 31, 2026 was a $627.2 million reduction to revenue and a $27.9 million reduction to EBITA, which resulted in a 1.0% decrease in EBITA Margin.

CONSOLIDATED RESULTS OF OPERATIONS

The period-over-period change in results of operations:

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 $ Change 2025 2024 $ Change

Three Months Ended March 31,

2026 2025 $ Change

Revenue $ 6,242.9 $ 3,690.4 $ 2,552.5

2 unchanged sentences

Occupancy and other costs 527.3 314.6 212.7

Repositioning costs 2

38.6 — 38.6 127.4 57.8 69.6

Severance and repositioning costs 2

Loss on assets held for sale and dispositions 2

Cost of services 5,205.3 3,060.9 2,144.4

8 unchanged sentences

Interest Income 47.0 29.7 17.3

Income Before Income Taxes and Income From Equity Method Investments 486.9 559.7 (72.8) 1,308.6 1,480.4 (171.8)

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

574.2 423.2 151.0

Income Tax Expense 154.6 120.7 33.9

Income From Equity Method Investments 5.8 0.4 5.4 6.5 4.6 1.9

Income (Loss) From Equity Method Investments

(0.9) 0.9 (1.8)

418.7 303.4 115.3

Net Income Attributed To Noncontrolling Interests 13.5 15.7 (2.2)

11 unchanged sentences

1) Reconciliation of Non-GAAP Financial Measures on page 27 .

by $0.41 and $1.23, respectively.

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

There were no acquisition related costs for the three and nine months ended September 30, 2024.

3) EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets.

The components of period-over-period revenue change in the United States (“Domestic”) and the remainder of the world (“International”):

Total Domestic International

Three months ended September 30, 2024

$ 3,882.6 $ 2,039.7 $ 1,842.9

Components of revenue change:

Foreign exchange rate impact 52.4 1.4 % — — % 52.4 2.8 %

Acquisition revenue, net of disposition revenue (0.3) — % (1.4) (0.1) % 1.1 0.1 %

Organic growth 102.4 2.6 % 94.6 4.6 % 7.8 0.4 %

Three months ended September 30, 2025

$ 4,037.1 4.0 % $ 2,132.9 4.6 % $ 1,904.2 3.3 %

Total Domestic International

Nine months ended September 30, 2024

$ 11,366.9 $ 5,999.0 $ 5,367.9

Components of revenue change:

Foreign exchange rate impact 35.6 0.3 % — — % 35.6 0.7 %

Acquisition revenue, net of disposition revenue (0.5) — % (8.4) (0.1) % 7.9 0.1 %

Organic growth 341.1 3.0 % 242.8 4.0 % 98.3 1.8 %

Nine months ended September 30, 2025

$ 11,743.1 3.3 % $ 6,233.4 3.9 % $ 5,509.7 2.6 %

The components and percentages are calculated as follows:

• Foreign exchange rate impact is calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue (in this case $3,984.7 million and $11,707.5 million for the Total column for the three and nine months ended September 30, 2025, respectively).

The foreign exchange impact is the difference between the current period revenue in U.S.

Dollars and the current period constant currency revenue ($4,037.1 million less $3,984.7 million and $11,743.1 million less $11,707.5 million for the Total column for the three and nine months ended September 30, 2025, respectively).

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

As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date and the comparable prior period revenue and the positive or negative growth after the acquisition is attributed to organic growth.

Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of dispositions through the disposition date.

The acquisition revenue and disposition revenue amounts are netted in the table.

• Organic growth is calculated by subtracting the foreign exchange rate impact, and the acquisition revenue, net of disposition revenue components from total revenue growth.

• The percentage change is calculated by dividing the individual component amount by the prior period revenue base of that component ($3,882.6 million and $11,366.9 million for the Total column for the three and nine months ended September 30, 2025, respectively).

Changes in the value of foreign currencies against the U.S.

Dollar affect our results of operations and financial position.

For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized.

Assuming exchange rates at October 17, 2025 remain unchanged, we expect the impact of changes in foreign exchange rates will be a positive 2.0% for the fourth quarter and positive 1.0% for the full year.

Based on our acquisition and disposition activity completed to date, we expect the net impact on revenue to reduce revenue by 1.0% for the fourth quarter and be flat for the full year.

Revenue by Discipline

To monitor the changing needs of our clients and to further expand the scope of our services to key clients, we monitor revenue across a broad range of disciplines and group them into the following categories.

Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential and Execution & Support.

The period-over-period change in revenue and organic growth by discipline:

Three Months Ended September 30,

2025 2024 2025 vs.

Revenue $ % of

Revenue $ Change % Organic Growth

Media & Advertising $ 2,353.8 58.3 % $ 2,129.0 54.8 % $ 224.8 9.1 %

Precision Marketing 462.5 11.5 % 450.6 11.6 % 11.9 0.8 %

Public Relations 377.2 9.3 % 404.0 10.4 % (26.8) (7.5) %

Healthcare 331.2 8.2 % 337.1 8.7 % (5.9) (1.9) %

Branding & Retail Commerce 144.8 3.6 % 181.7 4.7 % (36.9) (16.9) %

Experiential 152.2 3.8 % 174.3 4.5 % (22.1) (17.7) %

Execution & Support 215.4 5.3 % 205.9 5.3 % 9.5 2.0 %

Revenue $ 4,037.1 $ 3,882.6 $ 154.5 2.6 %

Nine Months Ended September 30,

Our networks, connected capabilities, and agencies provide a comprehensive range of services across our principal disciplines:

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

Beginning in the first quarter of 2026, we realigned the classification of certain services and prior period amounts have been reclassified to conform to the current period presentation.

The period-over-period change in revenue and constant currency growth by discipline:

Three Months Ended March 31,

2026 2025 2026 vs.

Revenue $ % of

Revenue $ Change % Organic Growth

Media & Advertising $ 6,693.3 57.0 % $ 6,184.2 54.4 % $ 509.1 8.2 %

Precision Marketing 1,369.9 11.7 % 1,303.1 11.5 % 66.8 3.8 %

Revenue $ Change % Constant Currency Growth

Integrated Media

2,978.4 47.7 % 1,805.4 48.9 % 1,173.0 60.0 %

Advertising 1,060.2 17.0 % 674.6 18.3 % 385.6 50.4 %

Public Relations 696.6 11.2 % 359.1 9.7 % 337.5 90.5 %

Healthcare 969.5 8.2 % 999.1 8.8 % (29.6) (3.3) %

Branding & Retail Commerce 452.9 3.9 % 549.3 4.8 % (96.4) (14.6) %

Experiential 503.2 4.3 % 512.5 4.5 % (9.3) (5.5) %

Execution & Support 641.5 5.5 % 623.4 5.5 % 18.1 1.8 %

Revenue $ 11,743.1 $ 11,366.9 $ 376.2 3.0 %

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.

The period-over-period change in worldwide revenue for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, in our fundamental disciplines was:

Worldwide organic revenue growth increased revenue $102.4 million, or 2.6%, compared to the prior year period, primarily driven by Media & Advertising, led by our media business, Precision Marketing and Execution & Support disciplines.

The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines.

Changes in foreign currency exchange rates period-over-period increased revenue $52.4 million, or 1.4%.

The increase in revenue from foreign exchange translation was primarily related to the strengthening of several currencies, including the Euro and the British Pound, against the U.S.

Dollar, partially offset by the weakening of the Australian Dollar against the U.S.

Acquisition revenue, net of disposition revenue, reduced revenue slightly by $0.3 million.

The period-over-period change in worldwide revenue for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, in our fundamental disciplines was:

Worldwide organic revenue growth increased revenue $341.1 million, or 3.0%, compared to the prior year period, primarily driven by Media & Advertising, led by our media business, Precision Marketing and Execution & Support disciplines.

The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines.

Health 585.7 9.4 % 299.0 8.1 % 286.7 94.1 %

Experiential & Other 922.0 14.7 % 552.3 15.0 % 369.7 63.1 %

$ 6,242.9 $ 3,690.4 $ 2,552.5 64.4 %

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 mix of our revenue did not change substantially as a result of the Merger.

Across our disciplines, revenue increased as follows year-over-year:

Integrated Media, $1,173.0 million, Advertising, $385.6 million, Public Relations, $286.7 million, Health, $337.5 million, and Experiential & Other, $369.7 million.

Constant currency growth was $2,378.4 million, or 64.4%, compared to the prior year period.

Changes in foreign currency exchange rates period-over-period increased revenue $174.2 million, or 4.7%.

The increase in revenue from foreign exchange translation was primarily related to the strengthening of several currencies, including the Euro and the British Pound, against the U.S.

Dollar, partially offset by the weakening of the Australian Dollar, Brazilian Real and the Canadian Dollar against the U.S.

Acquisition revenue, net of disposition revenue, reduced revenue slightly by $0.5 million.

In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors.

Under our client-centric approach, we seek to broaden our relationships with all of our clients.

Our largest client represented 2.6% and 2.8% of revenue for the twelve months ended September 30, 2025 and 2024, respectively.

Our ten largest and 100 largest clients represented 19.0% and 54.9% of revenue for the twelve months ended September 30, 2025, respectively, and 19.4% and 54.3% of revenue for the twelve months ended September 30, 2024, respectively.

The increase in revenue from foreign exchange translation was primarily related to the strengthening of most currencies, including the Euro, British Pound and Australian Dollar, against the U.S.

Revenue by Geography

The period-over-period change in revenue and organic growth in our geographic markets:

Three Months Ended September 30,

2025 2024 2025 vs.

Revenue $ % of

Revenue $ Change % Organic Growth

North America $ 2,245.3 55.6 % $ 2,154.0 55.4 % $ 91.3 4.4 %

Latin America 126.4 3.1 % 99.7 2.6 % 26.7 27.3 %

Europe 1,135.4 28.1 % 1,080.8 27.9 % 54.6 (0.5) %

Middle East and Africa 67.4 1.7 % 63.3 1.6 % 4.1 5.9 %

Asia-Pacific 462.6 11.5 % 484.8 12.5 % (22.2) (3.7) %

Revenue $ 4,037.1 $ 3,882.6 $ 154.5 2.6 %

Nine Months Ended September 30,

The period-over-period change in revenue and constant currency growth in our geographic markets:

Three Months Ended March 31,

2026 2025 2026 vs.

Revenue $ % of

Revenue $ Change % Organic Growth

Revenue $ Change % Constant Currency Growth

North America $ 3,885.1 62.2 % $ 2,111.5 57.2 % $ 1,773.6 83.6 %

3 unchanged sentences

Asia-Pacific 578.5 9.2 % 416.7 11.3 % 161.8 34.1 %

Revenue $ 11,743.1 $ 11,366.9 $ 376.2 3.0 %

The period-over-period change in worldwide revenue across our geographic markets for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was:

The period-over-period change in the worldwide revenue across our geographic markets for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was:

$ 6,242.9 $ 3,690.4 $ 2,552.5 64.4 %

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.

North America, $1,773.6 million, Latin America, $99.7 million, Europe, $444.0 million, Middle East and Africa, $73.4 million, and Asia-Pacific, $161.8 million.

North America

In North America, organic revenue growth period-over-period for the three months ended September 30, 2025 was primarily driven by strong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and in our Precision Marketing and Execution & Support disciplines.

The organic growth was partially offset by underperformance in our Public Relations discipline, which faced a difficult comparison to the prior year, which included the positive effects of the U.S.

Elections, and in our other disciplines.

In North America, organic revenue growth period-over-period for the nine months ended September 30, 2025 was primarily driven by strong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and in our Precision Marketing, Execution & Support and Experiential disciplines.

The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations and Healthcare disciplines.

In North America, constant currency growth period-over-period for the three months ended March 31, 2026 was primarily driven by strong performance in the United States.

The mix of our business increased in North America as a result of the Merger.

Latin America

In Latin America, organic revenue growth for the three and nine months ended September 30, 2025, compared to the prior year periods, was led by our Media & Advertising discipline, and was driven by strong performance in all countries in the region.

Foreign currency exchange rate changes in the three months ended September 30, 2025 compared to the same period in 2024 were flat.

However, the weakening of all currencies, especially the Brazilian Real and Mexican Peso, against the U.S.

Dollar decreased revenue in the nine months ended September 30, 2025 compared to the same period in 2024.

In Europe, compared to the prior year periods, organic revenue growth for the three and nine months ended September 30, 2025 was driven by strong performance in our Media & Advertising discipline, led by our media business, substantially offset by underperformance in our other disciplines.

Foreign currency exchange rate changes increased revenue for the three and nine months ended September 30, 2025, primarily as a result of the strengthening of the Euro and the British Pound against the U.S.

In Latin America, constant currency growth for the three months ended March 31, 2026, compared to the prior year periods, was led by our Integrated Media discipline, including from the impact of the IPG acquisition.

Growth was across countries in the region.

Foreign currency exchange rate changes increased revenue in the three months ended March 31, 2026 compared to the same period in 2025, primarily as a result of the strengthening of the Mexican Peso, Brazilian Real and Columbian Peso, against the U.S.

Dollar period-over-period.

In the U.K., for the three and nine months ended September 30, 2025, organic revenue increased period-over-period by 3.7% and 0.2%, respectively.

A strong performance in our Media & Advertising discipline, led by our media business, and our Experiential discipline, was reduced by a mixed performance in our other disciplines.

In Continental Europe, which includes the Euro Zone and the other European countries, organic revenue decreased 3.1% for the three months ended September 30, 2025, due to underperformance primarily in our Experiential discipline in France, which faced a challenging environment and a difficult comparison to a prior year period that included positive effects from the Olympics, and mixed performance in other countries.

Organic revenue growth of 0.3% for the nine months ended September 30, 2025 was mixed by country and discipline.

In the Middle East and Africa, for the three months ended September 30, 2025, organic growth was led by strong performance in our Media & Advertising discipline.

In the Middle East and Africa, for the nine months ended September 30, 2025, negative performance in our Experiential discipline was partially offset by organic growth in our Media & Advertising discipline.

In Asia-Pacific, organic revenue decreased for the three months ended September 30, 2025, with underperformance in substantially all of our disciplines and markets in the region.

Foreign currency exchange rate changes decreased revenue for the three months ended September 30, 2025, primarily as a result of the weakening of several currencies against the U.S.

Dollar, including the Australian Dollar and New Zealand Dollar.

In Asia-Pacific, organic growth for the nine months ended September 30, 2025 was due to a strong performance in our Media & Advertising discipline, led by our media business, and our Healthcare discipline, partially offset by underperformance in our other disciplines.

Most markets in the region, led by India, Australia and New Zealand, had positive organic growth, slightly offset by underperformance in China, as compared to the prior year period.

Foreign currency exchange rate changes decreased revenue for the nine months ended September 30, 2025, primarily as a result of the weakening of several currencies against the U.S.

Dollar, including the Australian Dollar and New Zealand Dollar.

In Europe, compared to the prior year periods, constant currency growth for the three months ended March 31, 2026 was primarily due to the acquisition of IPG.

Foreign currency exchange rate changes increased revenue for the three months ended March 31, 2026, primarily as a result of the strengthening of the Euro and the British Pound against the U.S.

Dollar period-over-period.

The mix of our business in EMEA has decreased as a result of the Merger.

In the U.K., for the three months ended March 31, 2026, constant currency growth period-over-period was 36.9%.

The mix of our business in the U.K.

was 9.3%, for the three months ended March 31, 2026 and 10.7%, for the three months ended March 31, 2025 as a result of the Merger.

In Continental Europe, which includes the Euro Zone and the other European countries, constant currency growth was 29.2%.

Foreign currency exchange rate changes increased revenue 13.9% for the three months ended March 31, 2026, primarily as a result of the strengthening of the Euro against the U.S.

Dollar period-over-period.

In the Middle East and Africa, for the three months ended March 31, 2026, constant currency growth was 94.0%, primarily due to growth across all countries in the region.

In Asia-Pacific, constant currency growth increased for the three months ended March 31, 2026, with strong performance in all markets in the region.

Foreign currency exchange rate changes increased revenue 4.7% for the three months ended March 31, 2026, primarily as a result of the strengthening of most currencies against the U.S.

Dollar, including the Australian Dollar.

The mix of our business in Asia-Pacific decreased as a result of the Merger.

Revenue by Industry

Revenue by type of client industry sector:

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

2025 2024 2025 2024

Pharmaceuticals and Healthcare 16 % 16 % 15 % 16 %

Three Months Ended March 31,

Pharmaceuticals and Health 19 % 15 %

Food and Beverage 13 % 15 %

Auto 10 % 13 %

Consumer Products 10 % 10 % 9 % 10 %

Financial Services 10 % 8 %

Travel and Entertainment 8 % 7 % 8 % 7 %

Technology 8 % 8 % 8 % 8 %

Consumer Products 9 % 9 %

Retail 7 % 6 %

Technology 7 % 7 %

Travel and Entertainment 6 % 8 %

Services 4 % 3 %

Government 3 % 4 %

Telecommunications 3 % 3 %

Services 3 % 3 % 3 % 3 %

Oil, Gas and Utilities 2 % 2 %

5 unchanged sentences

The period-over-period change in operating expenses:

Three Months Ended September 30,

2025 2024 2025 vs.

Revenue $ % of

Revenue $ 4,037.1 $ 3,882.6 $ 154.5 4.0 %

Operating Expenses:

Salary and service costs:

Salary and related costs 1,778.5 44.1 % 1,846.9 47.6 % (68.4) (3.7) %

Third-party service costs 955.6 23.7 % 784.5 20.2 % 171.1 21.8 %

Third-party incidental costs 187.4 4.6 % 164.6 4.2 % 22.8 13.9 %

Total salary and service costs 2,921.5 72.4 % 2,796.0 72.0 % 125.5 4.5 %

Occupancy and other costs 322.7 8.0 % 325.6 8.4 % (2.9) (0.9) %

Repositioning costs 38.6 1.0 % — — % 38.6 — %

Cost of services 3,282.8 3,121.6 161.2 5.2 %

Selling, general and administrative expenses 163.5 4.0 % 99.5 2.6 % 64.0 64.3 %

Depreciation and amortization 60.7 1.5 % 61.4 1.6 % (0.7) (1.1) %

Total Operating Expenses 3,507.0 86.9 % 3,282.5 84.5 % 224.5 6.8 %

Operating Income $ 530.1 13.1 % $ 600.1 15.5 % $ (70.0) (11.7) %

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 2026 vs.

8 unchanged sentences

Occupancy and other costs 527.3 8.4 % 314.6 8.5 % 212.7 67.6 %

Repositioning costs 127.4 1.1 % 57.8 0.5 % 69.6 120.4 %

Loss on assets held for sale and dispositions

34.3 0.5 % — — % 34.3 — %

Severance and repositioning costs

4.1 0.1 % — — % 4.1 — %

Cost of services 5,205.3 3,060.9 2,144.4 70.1 %

10 unchanged sentences

Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs, general office expenses and other expenses.

Adverse and beneficial fluctuations in foreign currency exchange rates from period to period impact our results of operations and financial position when we translate our financial statements from local foreign currency exchange rates to the U.S.

Adverse and beneficial fluctuations in foreign currency exchange rates from period to period impact our results of operations and financial condition when we translate our financial statements from local foreign currency exchange rates to the U.S.

However, substantially all of our foreign operations transact business in their local currency, mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage.

As a result, the changes in our operating expenses period-over-period from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the three and nine months ended September 30, 2025.

Operating expenses for the three months ended September 30, 2025 increased $224.5 million, or 6.8%, to $3,507.0 million from $3,282.5 million, in the prior year period.

Included in selling, general and administrative expenses for the three months ended September 30, 2025 are acquisition related costs of $60.8 million ($50.8 million after-tax) related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

Included in operating expenses for the three months ended September 30, 2025 are $38.6 million ($28.4 million after-tax) of repositioning costs, primarily related to severance as we prepare to integrate the pending acquisition of IPG.

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

Operating expenses for the nine months ended September 30, 2025 increased $543.6 million, or 5.6%, to $10,321.2 million from $9,777.6 million, in the prior year period.

Included in selling, general and administrative expenses for the nine months ended September 30, 2025 are acquisition related costs of $160.6 million ($145.0 million after-tax) related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

Included in operating expenses are $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 acquisition related costs for the nine months ended September 30, 2024.

For the nine months ended September 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs recorded in the second quarter of 2024, primarily related to severance actions related to the ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy (see Note 9 to the unaudited financial statements).

Operating expenses for the three months ended March 31, 2026 increased $2,358.9 million, or 72.9%, to $5,596.7 million compared to the prior year, primarily due to the acquisition of IPG.

Included in operating expenses for the three months ended March 31, 2026 are $4.1 million, primarily for severance and other repositioning costs, as well as $34.3 million of charges to reflect the businesses to be disposed at their estimated net realizable value.

In addition, we incurred integration costs related to the acquisition of IPG of $59.4 million, which are included in selling, general and administrative expenses (see Note 5 to the consolidated financial statements).

Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related costs of $33.8 million ($32.7 million after-tax), related to the Merger.

Operating Expenses - Salary and Service Costs

Salary and service costs, which tend to fluctuate with changes in revenue, are comprised of salary and related costs, third-party service costs, and third-party incidental costs.

Salary and service costs for the three months ended September 30, 2025 increased $125.5 million, or 4.5%, to $2,921.5 million, compared to the prior year period.

Salary and related costs for the three months ended September 30, 2025 decreased

$68.4 million, or 3.7%, to $1,778.5 million, primarily due to our prior repositioning actions and changes in our global employee mix, partially offset by an increase related to changes in foreign currency exchange rates.

Third-party service costs for the three months ended September 30, 2025 increased $171.1 million, or 21.8%, to $955.6 million, primarily as a result of organic growth in our Media & Advertising and Execution & Support disciplines.

Third-party incidental costs for the three months ended September 30, 2025 increased $22.8 million, or 13.9%, to $187.4 million.

Salary and service costs for the nine months ended September 30, 2025 increased $311.7 million, or 3.8%, to $8,600.4 million, compared to the prior year period.

Salary and related costs for the nine months ended September 30, 2025 decreased $144.3 million, or 2.6%, to $5,386.8 million, primarily due to our prior repositioning actions and changes in our global employee mix, partially offset by an increase related to changes in foreign currency exchange rates.

Third-party service costs for the nine months ended September 30, 2025 increased $377.0 million, or 16.4%, to $2,670.8 million, primarily as a result of organic growth in our Media & Advertising and Execution & Support disciplines.

Third-party incidental costs for the nine months ended September 30, 2025 increased $79.0 million, or 17.0%, to $542.8 million.

Salary and service costs for the three months ended March 31, 2026 increased $1,893.3 million, or 68.9%, to $4,639.6 million, compared to the prior year period.

Salary and related costs for the three months ended March 31, 2026 increased $1,281.1 million, or 72.0%, to $3,061.6 million, primarily due to our acquisition of IPG.

As a percentage of revenue, salary and related costs were relatively flat compared to the prior year period.

We expect these costs to be in-line as a percentage of revenue year-over-year as we realize operational efficiencies and advance the integration of our operations with IPG.

Third-party service costs for the three months ended March 31, 2026 increased $568.9 million, or 71.4%, to $1,365.7 million, primarily as a result of the IPG acquisition, as well as constant currency impacts in our Integrated Media discipline.

Third-party incidental costs for the three months ended March 31, 2026 increased $43.3 million, or 25.6%, to $212.3 million, primarily due to revenue growth and our acquisition of IPG.

Operating Expenses - Occupancy and Other Costs

Occupancy and other costs for the three and nine months ended September 30, 2025, which are less directly linked to changes in revenue than salary and service costs, decreased by $2.9 million, or 0.9%, to $322.7 million and increased by $9.3 million, or 1.0%, to $963.2 million, respectively.

For the nine months ended September 30, 2025, the increase in other occupancy costs were driven in part by negative effects from foreign currency exchange rates and higher rent expense in the period.

As a percentage of revenue, occupancy and other costs decreased for the three- and nine-month periods ended September 30, 2025.

Operating Expenses - Selling, General & Administrative Expenses

Occupancy and other costs for the three months ended March 31, 2026, which are less directly linked to changes in revenue than salary and service costs, increased by $212.7 million, or 67.6%, to $527.3 million due to the additional real estate footprint from the IPG acquisition.

As a percentage of revenue, occupancy and other costs were relatively flat compared to the prior year period.

Operating Expenses - Selling, General & Administrative ("SG&A") Expenses

SG&A expenses primarily consist of third-party marketing costs, professional fees, compensation and benefits and occupancy and other costs of our corporate and executive offices, including group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs.

SG&A expenses increased for the three and nine months ended September 30, 2025 by $64.0 million and $156.0 million, respectively, compared to the same periods in 2024, primarily due to acquisition related costs in connection with the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

SG&A expenses increased for the three months ended March 31, 2026 by $106.6 million, compared to the same period in 2025, primarily due to the acquisition of IPG, including integration and acquisition related costs in connection with the acquisition of IPG of $59.4 million ($46.7 million after-tax) and $33.8 million ($32.7 million after-tax), in the three months ended March 31, 2026 and March 31, 2025, respectively (see Note 1 to the unaudited consolidated financial statements).

Operating Income

Operating income for the three months ended September 30, 2025 decreased $70.0 million to $530.1 million, and operating margin decreased to 13.1% from 15.5% compared to the same period in 2024.

EBITA for the three months ended September 30, 2025 decreased $70.7 million to $551.6 million, and EBITA Margin decreased to 13.7% from 16.0%.

Acquisition related costs related to the pending acquisition of IPG and repositioning costs recorded in the third quarter of 2025 (see Notes 1 and 9 to the unaudited financial statements) reduced both operating income and EBITA by $99.4 million, and reduced both operating margin and EBITA margin by 2.5%.

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

Operating income for the nine months ended September 30, 2025 decreased $167.4 million to $1,421.9 million, and operating margin decreased to 12.1% from 14.0% compared to the same period in 2024.

EBITA for the nine months ended September 30, 2025 decreased $169.5 million to $1,485.0 million, and EBITA Margin decreased to 12.6% from 14.6%.

Acquisition related costs related to the pending acquisition of IPG and repositioning costs recorded in the nine months ended September 30, 2025 (see Notes 1 and 9 to the unaudited financial statements) reduced both operating income and EBITA by $288.0 million, and reduced operating margin and EBITA margin by 2.5% for both nine-month periods.

There were no acquisition related costs for the nine months ended September 30, 2024.

The effect of the repositioning actions in the nine months ended September 30, 2024 reduced both operating income and EBITA by $57.8 million and decreased both operating margin and EBITA margin by 0.5%.

Operating income for the three months ended March 31, 2026 increased $193.6 million to $646.2 million, and operating margin decreased to 10.4% from 12.3% compared to the same period in 2025.

Amortization expense for the three months ended March 31, 2026 increased by $95.6 million to $117.4 million, primarily related to the Merger, which decreased operating income and margin.

EBITA for the three months ended March 31, 2026 increased $289.2 million to $763.6 million, and EBITA margin decreased to 12.2% from 12.9%.

Integration and acquisition related costs related to the Merger and severance and other repositioning costs recorded in the first quarter of 2026 (see Notes 1 and 10 to the unaudited financial statements) reduced both operating income and EBITA by $97.8 million, and reduced both operating margin and EBITA margin by 1.5%.

Acquisition related costs recorded in the first quarter of 2025 reduced both operating income and EBITA by $33.8 million, and reduced both operating margin and EBITA margin by 0.9%.

The effect on EBITA margin for assets held for sale or disposition for the three months ended March 31, 2026 and 2025 was 1.0% and 0.8%, respectively.

Net Interest Expense

Net interest expense for the three and nine months ended September 30, 2025 increased $2.8 million and $4.4 million period-over-period to $43.2 million and $113.3 million, respectively.

Interest expense on debt for the three months ended September 30, 2025 decreased $5.4 million period-over-period to $56.2 million, as we have cycled through the effects of our refinancing activities in 2024.

Interest expense on debt for the nine months ended September 30, 2025 increased $2.1 million period-over-period to $171.1 million, primarily related to a higher weighted average cost of debt in 2025.

Interest income in the three and nine months ended September 30, 2025 decreased $8.8 million to $17.2 million and $5.2 million to $68.8 million, respectively, principally due to lower cash balances and lower interest rates.

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 in connection with 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.

Net interest expense for the three months ended March 31, 2026 increased $42.6 million period-over-period to $72.0 million.

Interest expense on debt for the three months ended March 31, 2026 increased $57.7 million period-over-period to $113.8 million, due to higher average long-term debt balances resulting primarily from the assumption of IPG’s long-term debt following the merger, as well as refinancing activities completed during the first quarter of 2026, which resulted in approximately $1 billion of incremental long-term debt.

Interest income in the three months ended March 31, 2026 increased $17.3 million to $47.0 million, primarily due to higher average cash balances.

Our effective tax rate for the three months ended March 31, 2026 decreased period-over-period to 26.9% from 28.5%, 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.

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.

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Net income - Omnicom Group Inc.

in the three months ended September 30, 2025 decreased $44.6 million to $341.3 million from $385.9 million.

The period-over-period decrease is due to the factors described above.

Diluted net income per share - Omnicom Group Inc.

decreased to $1.75 in the three months ended September 30, 2025, from $1.95 in the three months ended September 30, 2024, due to the factors described above, partially offset by the impact of the reduction in our weighted average common shares outstanding resulting from repurchases of our common stock.

For the three months ended September 30, 2025, the impact of the acquisition related costs and repositioning costs (see Notes 1 and 9 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc.

by $79.2 million and diluted net income per share - Omnicom Group Inc.

Net income - Omnicom Group Inc.

in the nine months ended September 30, 2025 decreased $146.0 million to $886.6 million from $1,032.6 million.

The period-over-period decrease is due to the factors described above.

in the three months ended March 31, 2026 increased $117.5 million to $405.2 million from $287.7 million.

The period-over-period increase is due to the Merger with IPG and the factors described above.

Diluted net income per share - Omnicom Group Inc.

decreased to $4.51 in the nine months ended September 30, 2025 from $5.19 in the nine months ended September 30, 2024, due to the factors described above, partially offset by the impact of the reduction in our weighted average common shares outstanding resulting from the repurchases of our common stock.

For the nine months ended September 30, 2025, the impact of the acquisition related costs and repositioning costs (see Notes 1 and 9 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc.

decreased to $1.35 in the three months ended March 31, 2026, from $1.45 in the three months ended March 31, 2025, based on the factors described above and the Merger with IPG, offset by the impact of the increase in our weighted average shares of common stock outstanding due to the issuance of shares for the IPG acquisition.

For the three months ended March 31, 2026, the impact of integration and acquisition related costs and severance and other repositioning costs (see Notes 1 and 10 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc.

by $77.6 million and diluted net income per share - Omnicom Group Inc.

For the nine months ended September 30, 2024, the impact of repositioning costs reduced net income - Omnicom Group Inc.

For the three months ended March 31, 2025, acquisition related costs reduced net income - Omnicom Group Inc.

by $32.7 million and diluted net income per share - Omnicom Group Inc.

The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended September 30, 2025 and 2024 and by $0.24 for each of the nine months ended September 30, 2025 and 2024.

The effect of after-tax amortization principally from acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.29 for the three months ended March 31, 2026 and $0.08 for the three months ended March 31, 2025.

NON-GAAP FINANCIAL MEASURES

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We believe EBITA and EBITA Margin are useful measures for investors to evaluate the performance of our business and allows for comparability between the periods presented.

We also use constant currency growth as an additional operating performance measure.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S.

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to EBITA and EBITA Margin:

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

2025 2024 2025 2024

Three Months Ended March 31,

Net Income - Omnicom Group Inc.

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Net Income 418.7 303.4

Income From Equity Method Investments 5.8 0.4 6.5 4.6

Income (Loss) From Equity Method Investments

Income Tax Expense 154.6 120.7

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

Interest Expense 119.0 59.1

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Operating Income 646.2 452.6

Amortization of acquired intangible assets and

Amortization principally from acquired intangible assets and

internally developed strategic platform assets

21.5 22.2 63.1 65.2

Earnings before interest, taxes and amortization of intangible assets (“EBITA”) $ 763.6 $ 474.4

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The primary sources of our short-term liquidity are net cash provided by operating activities and cash and cash equivalents.

Additional liquidity sources include our $2.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, terminating on June 2, 2028, and the ability to issue up to $2 billion of U.S.

Additional liquidity sources include our $3.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, terminating on November 26, 2030, the ability to 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, and access to the capital markets.

In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $540.2 million.

In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $1.1 billion.

Our liquidity sources fund our non-discretionary cash requirements and our discretionary spending.

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Cash and cash equivalents decreased $2,593.0 million from December 31, 2025.

During the first nine months of 2025, we used $99.2 million of cash in operating activities, which included the use for operating capital of $1.4 billion, primarily related to our typical working capital cycle.

Discretionary spending for the first nine months of 2025 was $963.5 million, compared to $1.9 billion for the first nine months of 2024, which included $900.9 million for acquisition of businesses and interests in affiliates, net of cash acquired.

Discretionary spending for the first nine months of 2025 was comprised of capital expenditures of $110.7 million, dividends paid to common shareholders of $413.9 million, dividends paid to shareholders of noncontrolling interests of $57.1 million, repurchases of our common stock, net of proceeds from vesting of restricted stock awards and related tax benefits and common stock sold under our employee stock purchase plan of $294.1 million, the acquisition of additional shares of noncontrolling interests, and payment of contingent purchase price obligations of $87.7 million.

During the first three months of 2026, we used $553.2 million of cash in operating activities, which included the use for operating capital of $1.2 billion, primarily related to our typical working capital cycle.

Discretionary spending for the first three months of 2026 was $3.1 billion, compared to $253.7 million for the first three months of 2025.

Discretionary spending for the first three months of 2026 was comprised of capital expenditures of $61.2 million, dividends paid to common shareholders of $251.7 million, dividends paid to shareholders of noncontrolling interests of $12.1 million, repurchases of our common stock, including shares purchased pursuant to the accelerated stock repurchase program, of $2,761.8 million, net of proceeds from vesting of restricted stock awards and related tax benefits.

acquisition of additional shares of noncontrolling interests and payment of contingent purchase price obligations was $16.3 million.

Based on past performance and current expectations, we believe that net cash provided by operating activities and cash and cash equivalents will be sufficient to meet our non-discretionary cash requirements for the next twelve months.

In addition, and over the longer term, our Credit Facility is available to fund our working capital and contractual obligations.

In addition, and over the longer term, our Credit Facility and access to capital markets are available to fund our working capital, contractual obligations and discretionary spending, including share repurchases.

Cash Management

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Each day, operations with excess funds invest those funds with their regional treasury center.

Likewise, operations that require funds borrow from their

regional treasury center.

Likewise, operations that require funds borrow from their regional treasury center.

Treasury centers with excess cash invest on a short-term basis with third parties, with maturities generally ranging from overnight to 90 days.

Certain treasury centers have notional pooling arrangements that are used to manage their cash and set-off foreign exchange imbalances.

The arrangements require each treasury center to have its own notional pool account and to maintain a notional positive account balance.

These arrangements require each treasury center to have its own notional pool account and to maintain a positive notional balance.

Additionally, under the terms of the arrangement, set-off of foreign exchange positions are limited to the long and short positions within their own account.

We may also use multi-entity notional cash pooling arrangements with banks instead of treasury centers to manage our liquidity requirements.

In these pooling arrangements, certain legal entities agree with a single bank that the cash balances of any of the entities with the bank will be subject to a full right of set-off against amounts other entities owe the bank, and the bank provides for overdrafts as long as the net balance for all entities does not exceed an agreed-upon level.

To the extent that our treasury centers require liquidity, they can issue up to a total of $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, or borrow under the Credit Facility, or the uncommitted credit lines.

Dollar-denominated commercial paper, issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program, or borrow under the Credit Facility, or the uncommitted credit lines.

This process enables us to manage our debt more efficiently and utilize our cash more effectively, as well as manage our risk to foreign exchange rate imbalances.

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In countries where we conduct treasury operations, generally the counterparties are either branches or subsidiaries of institutions that are party to the Credit Facility.

These institutions generally have credit ratings equal to or better than our credit ratings.

In countries where we do not conduct treasury operations, all cash and cash equivalents are held by counterparties that meet specific minimum credit standards.

At September 30, 2025, our foreign subsidiaries held approximately $1.8 billion of our total cash and cash equivalents of $3.4 billion.

These institutions generally have credit ratings better than or equal to our credit ratings.

At March 31, 2026, our foreign subsidiaries held approximately $2.5 billion of our total cash and cash equivalents of $4.3 billion.

Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.

At September 30, 2025, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $1.2 billion to $2.9 billion from December 31, 2024.

The increase in net debt primarily resulted from the use of cash of $99.2 million for operating activities, which included the use for operating capital of $1.4 billion, primarily related to our typical working capital requirement during the period and discretionary spending of $963.5 million, as discussed above.

Components of net debt:

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

As of March 31, 2026, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $3.5 billion to $5.8 billion from December 31, 2025.

The increase in net debt primarily resulted from the issuance of our $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, as well as the issuance of our €600 million aggregate principal amount of 3.850% Senior Notes due 2034.

We used some of the proceeds to pay down our $1.4 billion 3.600% Senior Notes due 2026.

Net debt was also impacted by the use of cash of $553.2 million for operating activities, which included the use for operating capital of $1.2 billion, primarily related to our typical working capital requirements during the period and other non-discretionary and discretionary spending of $3.1 billion, as discussed above.

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

Short-term debt $ 67.4 $ 62.0 $ 19.1

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Debt Instruments and Related Covenants

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 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 ("OFH"), a U.K.-based wholly owned subsidiary of Omnicom, closed its public offering of €600 million aggregate principal amount of 3.850% Senior Notes due 2034, which notes are fully and unconditionally guaranteed by Omnicom.

Omnicom used a portion of the net proceeds to repay its

$1.4 billion 3.600% Senior Notes due 2026, which were fully redeemed at par on March 31, 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 0.800% Senior Notes due 2027, the €500 million 1.400% Senior Notes due 2031, the €600 million 3.700% 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.

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 Omnicom, respectively.

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 2.250% 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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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.

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.

At September 30, 2025, our long-term and short-term debt was rated BBB+ and A2 by S&P and Baa1 and P2 by Moody’s.

Our access to the commercial paper market and the cost of these borrowings are affected by market conditions and our credit ratings.

The long-term debt indentures and Credit Facility do not contain provisions that require acceleration of cash payments in the event of a downgrade in our credit ratings.

At March 31, 2026, our long-term and short-term debt was rated BBB+ and A2 by S&P and Baa1 and P2 by Moody’s.

Our access to the commercial paper market and the cost of any issuances are affected by market conditions and our credit ratings.

The long-term debt indentures and the Credit Facility do not contain provisions that require acceleration of cash payments in the event of a downgrade in our credit ratings.

Credit Markets and Availability of Credit

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We have the ability to fund our day-to-day liquidity, including working capital, by issuing commercial paper or borrowing under the Credit Facility.

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

During the three months ended March 31, 2026, there were no drawings under the Credit Facility and no commercial paper issuances outstanding at quarter-end;

however, commercial paper was issued and repaid during the period as described below.

There were no draws under the Credit Facility or commercial paper issuances during the three months ended March 31, 2025.

Commercial paper activity was (dollars in millions):

Three Months Ended March 31,

Average amount outstanding during the quarter

Maximum amount outstanding during the quarter

Amount outstanding at the end of the quarter

Weighted average maturity days

Weighted average interest rate

We may issue commercial paper to fund our day-to-day liquidity when needed.

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We provide marketing and communications services to several thousand clients that operate in nearly every sector of the global economy, and we grant credit to qualified clients in the normal course of business.

Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk, as our largest client represented 2.6% of revenue for the twelve months ended September 30, 2025.

Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk, as our largest client represented 2.2% of revenue for the twelve months ended March 31, 2026.

However, during periods of economic downturn, the credit profiles of our clients could change.

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In addition, while operating practices vary by country, media type and media vendor, in the United States and certain foreign markets, many of our agencies’ contracts with media and production providers specify that our agencies are not liable to the media and production providers under the theory of sequential liability until and to the extent we have been paid by our client for the media or production services.

Where purchases of media and production services are made by our agencies as a principal or are not subject to the theory of sequential liability, the risk of a material loss as a result of payment default by our clients could increase significantly, and such a loss could have a material adverse effect on our business, results of operations and financial position.

While we use various methods to manage the risk of payment default, including obtaining credit insurance, requiring payment in advance, mitigating the potential loss in the marketplace or negotiating with media providers, these may be insufficient, less available, or unavailable during a severe economic downturn.

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For a more complete understanding of our accounting estimates and policies, the unaudited consolidated financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, readers are encouraged to consider this information together with our discussion of our critical accounting policies under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 10-K.

Acquisitions and Goodwill

We have made and expect to continue to make selective acquisitions.

The evaluation of potential acquisitions is based on various factors, including specialized know-how, reputation, geographic coverage, competitive position and service offerings of the target businesses, 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 various strategic business platforms and agency brands through the expansion of their geographic reach or their service capabilities to better serve our clients.

Additional key factors we consider include the competitive position and specialized know-how of the acquisition targets.

Accordingly, as is typical in most service businesses, a substantial portion of the assets we acquire are intangible assets, primarily consisting of the know-how of the personnel, which is treated as part of goodwill and is not required to be valued separately under U.S.

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

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

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

Under FASB ASC Topic 350, Intangibles - Goodwill and Other , we have the option of either assessing qualitative factors to determine whether it is more-likely-than-not that the carrying value of our reporting units exceeds their respective fair value (Step 0) or proceeding directly to the quantitative goodwill impairment test.

While there were no trigger events that required us to perform a quantitative test, we performed the annual quantitative impairment test and compared the fair value of each of our reporting units to its respective carrying value, including goodwill.

Effective January 1, 2025, we formed Omnicom Advertising Group (OAG), which aligned all of our creative advertising networks under one segment manager.

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

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

They 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.

We have concluded that for each of our operating segments, their regional reporting units have similar economic characteristics and should be aggregated for purposes of testing goodwill for impairment at the operating segment level.

Our conclusion was based on a detailed analysis of the aggregation criteria set forth in FASB ASC Topic 280, Segment Reporting , and in FASB ASC Topic 350.

Consistent with our fundamental business strategy, the agencies within our regional reporting units serve similar clients in similar industries, and in many cases the same clients.

In addition, the agencies within our regional reporting units have similar economic characteristics, and the employees share similar skill sets.

The main economic components of each agency are employee compensation and related costs, and direct service costs and occupancy and other costs, which include rent and occupancy costs, technology costs that are generally limited to personal computers, servers and off-the-shelf software and other overhead expenses.

Finally, the expected benefits of our acquisitions are typically shared by multiple agencies in various regions as they work together to integrate the acquired agency into our virtual client network strategy.

Goodwill Impairment Review - Estimates and Assumptions

We use the following valuation methodologies to determine the fair value of our reporting units:

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

In applying the income approach, we use estimates to derive the discounted expected cash flows, or DCF, for each reporting unit that serves as the basis of our valuation.

These estimates and assumptions include revenue growth and operating margin, EBITDA, tax rates, capital expenditures, weighted average cost of capital and related discount rates and expected long-term cash flow growth rates.

All of these estimates and assumptions are affected by conditions specific to our businesses, economic conditions related to the industry we operate in, as well as conditions in the global economy.

The assumptions that have the most significant effect on our valuations derived using a DCF methodology are:

(1) the expected long-term growth rate of our reporting units' cash flows and (2) the weighted average cost of capital, or WACC, for each reporting unit.

The long-term growth rate and WACC assumptions used in our evaluations:

May 1, 2025 May 1, 2024

Long-Term Growth Rate 3.5% 3.5%

WACC 12.5% - 12.8% 10.8% - 11.8%

Long -term growth rate represents our estimate of the long-term growth rate for our industry and the geographic markets we operate in.

For the past ten years, the average historical revenue growth rate of our reporting units and the Average Nominal GDP, or NGDP, growth of the countries comprising the major markets that account for substantially all of our revenue was approximately 3.5% and 5.0%, respectively.

We considered this history when determining the long-term growth rates used in our annual impairment test at May 1, 2025.

Included in the 10-year history is the full year 2020 that reflected the negative impact of the COVID-19 pandemic on the global economy and our revenue.

We believe marketing expenditures over the long term have a high correlation to NGDP, notwithstanding the volatility of inflationary environments.

Based on our past performance, we also believe that our growth rate can exceed NGDP growth in the short-term in the markets we operate in, which are similar across our reporting units.

Accordingly, for our annual test as of May 1, 2025, we used an estimated long-term growth rate of 3.5%.

When performing the annual impairment test as of May 1, 2025 and estimating the future cash flows of our reporting units, we considered the current macroeconomic environment, as well as industry and market specific conditions in 2025.

In the first half of 2025, our organic revenue increase was 3.2%, which excluded our net disposition activity and the impact from changes in foreign exchange rates.

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

The WACC is comprised of:

(1) a risk-free rate of return, (2) a business risk index ascribed to us and to companies in our industry comparable to our reporting units based on a market derived variable that measures the volatility of the share price of equity securities relative to the volatility of the overall equity market, (3) an equity risk premium that is based on the rate of return on equity of publicly traded companies with business characteristics comparable to our reporting units, and (4) a current after-tax market rate of return on debt of companies with business characteristics similar to our reporting units, each weighted by the relative market value percentages of our equity and debt.

Our four reporting units vary in size with respect to revenue and the amount of debt allocated to them.

These differences drive variations in fair value among our reporting units.

In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds book value among the reporting units.

The goodwill balances and debt vary by reporting unit primarily because some legacy agency networks were acquired at the formation of Omnicom and were accounted for as a pooling of interests that did not result in any additional debt or goodwill being recorded.

The remaining agency networks were built through a combination of internal growth and acquisitions that were accounted for using the acquisition method and as a result, they have a relatively higher amount of goodwill and debt.

Finally, the allocation of goodwill when components are transferred between reporting units is based on relative fair value at the time of transfer.

Goodwill Impairment Review - Conclusion

Based on the results of our impairment test, we concluded that our goodwill as of May 1, 2025 was not impaired, because the fair value of each of our reporting units was in excess of its respective net book value.

For our reporting units with negative book value, we concluded that the fair value of their total assets was in excess of book value of total assets.

The minimum decline in fair value that one of our reporting units would need to experience in order to fail the goodwill impairment test was approximately 46%.

Notwithstanding our belief that the assumptions we used for WACC and long-term growth rate in our impairment testing were reasonable, we performed a sensitivity analysis for each reporting unit.

The results of this sensitivity analysis on our impairment test as of May 1, 2025 revealed that if the WACC increased by 1% and/or the long-term growth rate decreased by 1%, the fair value of each of our reporting units would continue to be in excess of its respective net book value and would pass the impairment test.

We will continue to perform our impairment test at May 1 each year, unless events or circumstances trigger the need for an interim impairment test.

The estimates used in our goodwill impairment test do not constitute forecasts or projections of future results of operations, but rather are estimates and assumptions based on historical results and assessments of macroeconomic factors affecting our reporting units as of the valuation date.

We believe that our estimates and assumptions are reasonable, but they are subject to change from period to period.

Actual results of operations and other factors will likely differ from the estimates used in our discounted cash flow valuation, and it is possible that differences could be significant.

A change in the estimates we use could result in a decline in the estimated fair value of one or more of our reporting units from the amounts derived as of our latest valuation and could cause us to fail our goodwill impairment test if the estimated fair value for the reporting unit is less than the carrying value of the net assets of the reporting unit, including its goodwill.

A large decline in estimated fair value of a reporting unit could result in a non-cash impairment charge and may have an adverse effect on our results of operations and financial condition.

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-Q

Item 2. Management’s Discussion and Analysis