What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-29 · 120 added, 107 removed, 512 unchanged (31% of the section changed)

4 unchanged sentences

(In millions)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current Assets:

49 unchanged sentences

(In millions, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 6,562.5 $ 4,015.6 $ 12,805.4 $ 7,706.0

3 unchanged sentences

Severance and repositioning costs

47.0 88.8 51.1 88.8

Loss on assets held for sale and dispositions

7 unchanged sentences

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

829.2 398.5 1,403.4 821.7

Income Tax Expense 224.8 120.5 379.4 241.2

Income (Loss) From Equity Method Investments

1.1 ( 0.2 ) 0.2 0.7

Net Income 605.5 277.8 1,024.2 581.2

13 unchanged sentences

(In millions)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Net Income $ 605.5 $ 277.8 $ 1,024.2 $ 581.2

20 unchanged sentences

(In millions, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Common Stock, shares 421.6 297.2 421.6 297.2

5 unchanged sentences

Share-based compensation 25.8 23.4 52.9 44.2

Accelerated share repurchase forward agreements ( 500.0 ) —

Common stock repurchased 574.0 — 74.0 —

Stock issued, share-based compensation ( 6.2 ) ( 27.5 ) ( 4.6 ) ( 23.5 )

18 unchanged sentences

Net income 20.7 20.2 34.2 35.9

Other comprehensive income

Other comprehensive income (loss) ( 0.6 ) 8.6 ( 4.0 ) 13.6

Dividends to noncontrolling interests ( 21.4 ) ( 21.3 ) ( 33.5 ) ( 34.3 )

8 unchanged sentences

(In millions)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows From Operating Activities:

8 unchanged sentences

Use of operating capital ( 2,434.4 ) ( 1,411.7 )

Net Cash Used In Operating Activities ( 553.2 ) ( 786.8 )

Net Cash Provided by (Used In) Operating Activities ( 932.4 ) ( 576.7 )

Cash Flows From Investing Activities:

Capital expenditures ( 115.1 ) ( 71.6 )

Acquisition of businesses and interests in affiliates, net of cash acquired ( 7.1 ) ( 0.8 )

Proceeds from assets held for sale

Other, net — 51.8

Net Cash Provided By Investing Activities

Net Cash Provided By (Used in) Investing Activities 46.0 ( 20.6 )

Cash Flows From Financing Activities:

9 unchanged sentences

Other, net ( 37.8 ) ( 33.1 )

Net Cash Used In Financing Activities

( 2,065.3 ) ( 241.4 )

Net Cash Provided by (Used In) Financing Activities ( 2,569.0 ) ( 602.9 )

Effect of foreign exchange rate changes on cash and cash equivalents ( 89.5 ) 161.2

Net Decrease in Cash and Cash Equivalents ( 2,593.0 ) ( 961.1 )

Net Increase (Decrease) in Cash and Cash Equivalents ( 3,544.9 ) ( 1,039.0 )

Cash and Cash Equivalents at the Beginning of Period 6,881.1 4,339.4

5 unchanged sentences

and its subsidiaries, unless the context indicates otherwise.

The accompanying unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S.

GAAP or GAAP, for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission, or SEC.

The accompanying unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States ("U.S.

GAAP" or "GAAP"), for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission, ("SEC").

Accordingly, certain information and footnote disclosures have been condensed or omitted.

12 unchanged sentences

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

Accordingly, Omnicom’s financial results, the effects on financial condition and cash flow are not comparable to historical periods due to the inclusion of IPG’s results from the Closing Date, see Note 5 to the consolidated financial statements for more information related to the Merger.

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

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

Accordingly, Omnicom’s results of operations, financial condition and cash flows are not comparable to historical periods due to the inclusion of IPG’s results from the Closing Date.

See Note 5 to the consolidated financial statements for more information related to the Merger.

For the three and six months ended June 30, 2026, we recorded $ 40.1 million and $ 99.5 million, respectively, of integration and acquisition related costs related to the Merger in selling, general and administrative expenses.

During the three and six months ended June 30, 2025, we recorded $ 66.0 million and $ 99.8 million, respectively, of acquisition related costs related to the Merger in selling, general and administrative expenses.

The results of IPG are not included in our 2025 results of operations.

Risks and Uncertainties

17 unchanged sentences

Revenue by discipline:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Integrated Media

5 unchanged sentences

$ 6,562.5 $ 4,015.6 $ 12,805.4 $ 7,706.0

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.

1) Revenue for the three and six months ended June 30, 2026 includes amounts attributable to disposals or entities classified as held for sale, consisting of $ 567.5 million and $ 1.2 billion, respectively.

Economic factors affecting our revenue

2 unchanged sentences

Revenue by geographic market:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

North America $ 3,990.8 $ 2,209.7 $ 7,875.9 $ 4,321.2

4 unchanged sentences

$ 6,562.5 $ 4,015.6 $ 12,805.4 $ 7,706.0

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

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

1 unchanged sentence

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

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

Revenue in the United States for the three months ended June 30, 2026 and 2025 was $ 3.8 billion and $ 2.1 billion, respectively, and revenue in the United States for the six months ended June 30, 2026 and 2025 was $ 7.5 billion and $ 4.1 billion, respectively.

Contract balances

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

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

June 30, 2026 December 31, 2025 June 30, 2025

Work in process:

3 unchanged sentences

Customer advances $ 2,134.4 $ 1,727.6 $ 1,348.2

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

There were no impairment charges recorded in work in process in the six months ended June 30, 2026 and 2025.

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

For those contracts with a term of more than one year, we had approximately $ 425.4 million of unsatisfied performance obligations as of March 31, 2026, which will be recognized as services are performed over the remaining contractual terms through 2030.

For those contracts with a term of more than one year, we had approximately $ 455.7 million of unsatisfied performance obligations as of June 30, 2026, which will be recognized as services are performed over the remaining contractual terms through 2030.

Net Income per Share

Basic and diluted net income per share:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net Income - Omnicom Group Inc.

8 unchanged sentences

Diluted $ 2.08 $ 1.31 $ 3.41 $ 2.77

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

The number of potential shares of common stock excluded from diluted shares outstanding was 6.2 million and 6.5 million for the three months ended June 30, 2026 and 2025, respectively, and 6.2 million and 5.8 million for the six months ended June 30, 2026 and 2025, respectively, because the effect of including those shares of common stock in the calculation would have been anti-dilutive.

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

1 unchanged sentence

Change in goodwill:

Three Months Ended March 31,

Six Months Ended June 30,

January 1 $ 18,641.4 $ 10,677.4

5 unchanged sentences

$ 18,740.7 $ 11,001.8

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

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

*The increase in goodwill in the six months ended June 30, 2026 is primarily attributable to adjustments to the preliminary purchase price accounting for the IPG acquisition in November 2025 (see Note 5 to the consolidated financial statements).

There were no goodwill impairment charges recorded in the six months ended June 30, 2026 and 2025, and there are no accumulated goodwill impairment charges.

We completed our annual goodwill impairment test as of May 1, 2026.

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

Based on the results of our impairment test, we concluded that our goodwill was not impaired at May 1, 2026.

Intangible assets:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Value Accumulated

4 unchanged sentences

Customer Relationships 4,366.8 ( 643.2 ) 3,723.6 4,389.5 ( 504.1 ) 3,885.4

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

Technology and Other 357.6 ( 112.2 ) 245.4 409.2 ( 79.6 ) 329.6

355.6 ( 94.3 ) 261.3 409.2 ( 79.6 ) 329.6

Acquired intangible assets and internally developed strategic platform assets $ 5,646.9 $ ( 870.6 ) $ 4,776.3 $ 5,728.6 $ ( 660.2 ) $ 5,068.4

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

Other purchased and internally developed software 289.0 ( 230.8 ) 58.2 275.6 ( 243.0 ) 32.6

303.8 ( 245.3 ) 58.5 275.6 ( 243.0 ) 32.6

Intangible Assets $ 5,935.9 $ ( 1,101.4 ) $ 4,834.5 $ 6,004.2 $ ( 903.2 ) $ 5,101.0

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

Amortization of intangible assets:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Acquired intangible assets and internally developed strategic platform assets $ 110.7 $ 19.8 $ 221.6 $ 41.6

6 unchanged sentences

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

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

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

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

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

The following table summarizes the purchase consideration:

7 unchanged sentences

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

Cash and Cash equivalents

$ 1,080.6 Accounts payable

Accounts receivable

5,753.5 Customer advances

Work in process

2,227.6 Short-term debt

Assets held for sale

264.7 Liabilities held for sale

Other current Assets

571.6 Other current liabilities

Property and equipment

251.6 Long-term liabilities

Operating lease right-of-use assets

597.9 Long-term liability - operating leases

Equity Method Investments

41.8 Long-term debt

Intangible assets

4,591.4 Deferred tax liabilities, net

Cash and Cash equivalents $ 1,080.6 Accounts payable $ 7,065.4

Accounts receivable 5,753.1 Customer advances 715.8

Work in process 2,227.6 Short-term debt 42.4

Assets held for sale 266.1 Liabilities held for sale 106.5

Other current Assets 566.8 Other current liabilities 1,696.7

Property and equipment 251.6 Long-term liabilities 432.7

Operating lease right-of-use assets 598.9 Long-term liability - operating leases 876.4

Equity Method Investments 32.1 Long-term debt 2,764.9

Intangible assets 4,578.8 Deferred tax liabilities, net 1,093.6

Other Assets 705.5 Non-controlling interests 211.7

$ 16,082.0 Redeemable non-controlling interest 11.2

Total Assets $ 16,061.1 Redeemable non-controlling interest 8.4

Total Liabilities and Non-controlling interest $ 15,014.5

2 unchanged sentences

Total Consideration $ 8,893.5

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

The purchase accounting process has not been completed as of June 30, 2026, including the finalization of the purchase price allocation.

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

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

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

The preliminary fair values of identifiable assets as of June 30, 2026 include Trade Names of $ 792.0 million, Customer Relationships of $ 3,616.0 million, and Technology and Other of $ 170.9 million.

During the six months ended June 30, 2026, the adjustments to goodwill related primarily to the updates of the fair value of acquired software and deferred taxes.

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

Integration and Acquisition-Related Costs

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

During the three and six months ended June 30, 2026, the Company incurred approximately $ 40.1 million and $ 99.5 million, respectively, of integration and acquisition related costs associated primarily with the acquisition of IPG.

During the three and six months ended June 30, 2025, the Company incurred approximately $ 66.0 million and $ 99.8 million, respectively, of acquisition related costs associated primarily with the acquisition of IPG.

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

7 unchanged sentences

Dollars under a Euro commercial paper program.

In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $ 1,124.5 million.

In addition, certain of our subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $ 919.1 million.

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

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

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

At both March 31, 2026 and 2025, there were no outstanding commercial paper issuances.

During the three months ended June 30, 2026, we issued commercial paper, and the average and maximum amounts outstanding during the quarter were $ 34.0 million and $ 230.0 million, respectively.

During the six months ended June 30, 2026, we issued commercial paper, and the average and maximum amounts outstanding were $ 147.3 million and $ 632.6 million, respectively.

There were no issuances of commercial paper for the three and six months ended June 30, 2025.

At both June 30, 2026 and 2025, there were no outstanding commercial paper issuances.

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

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

At June 30, 2026, we were in compliance with this covenant as our Leverage Ratio, computed in accordance with the terms of the facility, was 2.4 times.

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

Short-Term Debt

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

Short-term debt of $ 48.8 million and $ 62.0 million at June 30, 2026 and December 31, 2025, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Long-Term Debt

Long-term debt:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

3.600 % Senior Notes due 2026

13 unchanged sentences

5.375 % Senior Notes (Exchange/IPG) due 2033

€ 600 million 3.850 % Euro Notes due 2034

€ 600 million 3.850 % Senior Notes due 2034

5.300 % Senior Notes due 2034

5.300 % Senior Note due 2036

5.300 % Senior Notes due 2036

3.375 % Senior Notes (Exchange/IPG) due 2041

12 unchanged sentences

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

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

Omnicom has 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 or OFH to obtain funds from their subsidiaries through dividends, loans, or advances.

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

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc ("OCH") a U.K.-based wholly owned subsidiary of Omnicom, with respect to the £ 325 million aggregate principal amount of 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.

1 unchanged sentence

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

The Sterling Notes and the related

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

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

Segment Reporting

8 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 6,562.5 $ 4,015.6 $ 12,805.4 $ 7,706.0

12 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Segment Operating Income $ 1,009.6 $ 594.0 $ 1,753.6 $ 1,080.4

Severance and repositioning costs

47.0 88.8 51.1 88.8

Loss on assets held for sale and dispositions

Integration and acquisition related costs

40.1 66.0 99.5 99.8

Operating Income 922.5 439.2 1,568.7 891.8

10 unchanged sentences

Americas EMEA Asia-Pacific

March 31, 2026

June 30, 2026

Revenue - Three months ended

$ 4,239.4 $ 1,729.3 $ 593.9

Revenue - Six months ended

$ 8,320.5 $ 3,312.5 $ 1,172.4

Long-lived assets and goodwill $ 13,880.5 $ 5,774.5 $ 1,345.0

March 31, 2025

June 30, 2025

Revenue - Three months ended

$ 2,324.3 $ 1,232.5 $ 458.8

Revenue - Six months ended

$ 4,532.2 $ 2,298.3 $ 875.5

Long-lived assets and goodwill $ 8,148.0 $ 4,054.3 $ 723.5

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

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

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

Our effective tax rate for the six months ended June 30, 2026 was 27.0 % compared to 29.4 % for the six months ended June 30, 2025.

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

The effective tax rates for 2026 and 2025 reflect the impact of the lower tax benefit associated with severance and repositioning charges and IPG acquisition related costs.

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

10 unchanged sentences

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

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

At June 30, 2026, our gross unrecognized tax benefits were $ 442.5 million.

Of this amount, approximately $ 426.5 million would affect our effective tax rate upon resolution of the uncertain tax positions.

3 unchanged sentences

Postemployment Arrangements

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

Six Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

5 unchanged sentences

Total net periodic benefit expense $ 11.5 $ 8.9 $ 5.0 $ 5.7

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

In the six months ended June 30, 2026 and 2025, we contributed $ 0.6 million and $ 0.2 million, respectively, to the defined benefit pension plans.

Severance and Repositioning Costs

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

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

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

Severance and repositioning costs incurred during the three and six months ended June 30, 2026 were $ 47.0 million and $ 51.1 million, respectively, and consist primarily of severance and employee-related termination benefits, as well as real estate repositioning costs.

Severance and repositioning costs reflect integration related actions and adjustments to estimates for actions taken during the year ended December 31, 2025 related to the Merger.

In connection with our strategic initiatives, operating expenses for both the three and six months ended June 30, 2025 included $ 88.8 million ($ 67.2 million after-tax) of repositioning costs, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group.

The following table summarizes activity during the six months ended June 30, 2026 related to adjustments to liabilities for severance and contract terminations and other, which are expected to be settled in cash.

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

Liability at December 31, 2025

Cash Payments Liability at March 31, 2026

Expense Cash Payments Liability at June 30, 2026

Severance $ 539.4 $ 49.7 $ ( 295.1 ) $ 294.0

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

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

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

In the first quarter of 2026, we recorded impairment charges of $ 34.3 million to write down the businesses identified for disposition to net realizable value.

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

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

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

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

The following table presents the major classes of assets and liabilities classified as held for sale and included in the consolidated balance sheet as of March 31, 2026.

Assets and liabilities classified as held for sale are presented separately within current assets and current liabilities, respectively, in the consolidated balance sheet as of March 31, 2026.

March 31, December 31,

The following table presents the major classes of assets and liabilities classified as held for sale and included in the consolidated balance sheet as of June 30, 2026.

Assets and liabilities classified as held for sale are presented separately within current assets and current liabilities, respectively, in the consolidated balance sheet as of June 30, 2026.

June 30, December 31,

Assets Held for Sale or Disposition

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Change in operating capital:

Three Months Ended March 31,

Six Months Ended June 30,

(Increase) decrease in accounts receivable $ 856.1 $ 955.6

(Increase) decrease in work in process and other current assets ( 527.7 ) ( 319.1 )

Increase in accounts payable

( 2,420.0 ) ( 1,847.5 )

Decrease in accounts payable ( 2,278.2 ) ( 1,570.4 )

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

15 unchanged sentences

Currency Translation Total

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

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

3 unchanged sentences

$ ( 0.4 ) $ ( 40.1 ) $ ( 1,257.1 ) $ ( 1,297.6 )

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

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

4 unchanged sentences

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

March 31, 2026

June 30, 2026

Level 1 Level 2 Level 3 Total

10 unchanged sentences

Changes in contingent purchase price obligations:

Three Months Ended March 31,

Six Months Ended June 30,

January 1 $ 214.9 $ 220.1

5 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Value Carrying

4 unchanged sentences

Short-term debt $ 48.8 $ 48.8 $ 62.0 $ 62.0

Foreign currency derivatives 0.2 0.2 — —

Contingent purchase price obligations 244.8 244.8 214.9 214.9

6 unchanged sentences

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

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

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

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

Pursuant to this authorization, we also entered into an accelerated share repurchase ("ASR") program to repurchase approximately $ 2.5 billion of our common stock and received an aggregate initial share delivery of 24.7 million shares of our common stock.

We received an additional 7.5 million shares upon settlement of the ASR agreement in May 2026 and recorded the final adjustment, which increased additional paid-in-capital.

Subsequent Events

1 unchanged sentence

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 1. Financial Statements