What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-29 compared with 2026-04-29 · 319 added, 141 removed, 382 unchanged (55% of the section changed)

9 unchanged sentences

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

• 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:

• risks relating to the Merger, including risks related to the integration of IPG’s business, such as, among others:

uncertainties associated with retaining key management and other employees;

22 unchanged sentences

• 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").

• other business, financial, operational, and legal risks and uncertainties detailed from time to time in our filings with the 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, 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.

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 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 SEC.

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

2 unchanged sentences

Merger with IPG

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

On the Closing Date, Omnicom completed the Merger.

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.

49 unchanged sentences

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.

For the twelve months ended June 30, 2026, our largest client accounted for 2.0% 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 six months ended June 30, 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.

7 unchanged sentences

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.

We analyze revenue growth by reviewing the components and composition 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 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.

Worldwide revenue for the three months ended June 30, 2026 increased $2.5 billion, or 63.4%, to $6.6 billion, compared to $4.0 billion in the prior year period.

Our performance benefited from the Merger, as the second quarter of 2026 represents the second 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 $2,477.9 million, or 61.7%, and a favorable impact from foreign exchange rates of $69.0 million, which increased revenue by 1.7%.

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.

Worldwide revenue for the six months ended June 30, 2026 increased $5.1 billion, or 66.2%, to $12.8 billion, compared to $7.7 billion in the prior year period.

Our performance benefited from the Merger.

The year-over-year increase in worldwide revenue reflected worldwide constant currency growth (defined below) of $4,856.2 million, or 63.0%, and a favorable impact from foreign exchange rates of $243.2 million, which increased revenue by 3.2%.

The components of our revenue did not change substantially because of the Merger.

For the three months ended June 30, 2026, revenue increased $2.5 billion across our disciplines as follows year-over-year:

Integrated Media, $1.3 billion, Advertising, $367.2 million, Public Relations, $338.9 million, Health, $260.1 million, and Experiential & Other, $320.4 million.

For the six months ended June 30, 2026, revenue increased $5.1 billion across our disciplines as follows year-over-year:

Integrated Media, $2.4 billion, Advertising, $752.8 million, Public Relations, $676.4 million, Health, $546.8 million, and Experiential & Other, $690.0 million.

Worldwide revenue increased across our geographic markets for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, as follows, and was primarily driven by the acquisition of IPG:

North America, $1.8 billion, Latin America, $133.9 million, Europe, $421.2 million, Middle East and Africa, $75.6 million, and Asia-Pacific, $135.1 million.

Worldwide revenue increased across our geographic markets for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, as follows, and was primarily driven by the acquisition of IPG:

North America, $3.6 billion, Latin America, $233.6 million, Europe, $865.2 million, Middle East and Africa, $149.0 million, and Asia-Pacific, $296.9 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:

Three Months Ended June 30,

Six Months Ended June 30,

Core Operations 1

2025 Revenue 1

Core Operations 1

Dispositions & Held for Sale $ % Growth Revenue 1

Dispositions & Held for Sale $ % Growth

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

Combined revenue for 2025 2

$ 6,552.4 $ 960.5 $ 5,591.9 $ 12,565.4 $ 1,708.8 $ 10,856.6

1 unchanged sentence

Foreign exchange rate impact 69.0 7.3 61.7 1.1 % 243.2 37.2 206.0 1.9 %

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

Net effect of (dispositions) acquisitions (397.9) (400.3) 2.4 — % (548.9) (551.3) 2.4 — %

Organic growth 339.0 — 339.0 6.1 % 545.7 — 545.7 5.0 %

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.

Revenue for 2026 $ 6,562.5 $ 567.5 $ 5,995.0 7.2 % $ 12,805.4 $ 1,194.7 $ 11,610.7 6.9 %

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.

2) Represents combined Omnicom and IPG revenue for the three and six months ended June 30, 2025.

The $6.6 billion and $12.6 billion are comprised of Omnicom's reported revenue of $4.0 billion and $7.7 billion and IPG's reported revenue of $2.5 billion and $4.9 billion, for the three and six months ended June 30, 2025, respectively, and are 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.

Revenue from Core Operations for the three and six months ended June 30, 2026 increased $403.1 million, or 7.2%, and $754.1 million, or 6.9%, respectively, as compared to the combined Core Operations revenue for the prior year periods.

This was driven by organic growth of 6.1% and 5.0%, respectively, and a positive impact from foreign exchange rate changes of $61.7 million, or 1.1%, and $206.0 million, or 1.9%, in the three and six months ended June 30, 2026, respectively.

The components and percentages are calculated as follows:

8 unchanged sentences

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.

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 July 22, 2026 remain unchanged, we expect the changes in foreign exchange rates will remain flat for the third 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.

Our largest client represented 2.0% and 2.6% of revenue for the twelve months ended June 30, 2026 and 2025, respectively.

Our ten largest and 100 largest clients represented 15.3% and 52.5% of revenue for the twelve months ended June 30, 2026, respectively, and 19.0% and 54.1% of revenue for the twelve months ended June 30, 2025, respectively.

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

Three Months Ended March 31,

2026 2025 $ Change % Change

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

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 $ Change % Change 2026 2025 $ Change % Change

$ 6,562.5 $ 4,015.6 $ 2,546.9 63.4 % $ 12,805.4 $ 7,706.0 $ 5,099.4 66.2 %

Operating Income 2

6 unchanged sentences

$ 2.08 $ 1.31 $ 0.77 58.8 % $ 3.41 $ 2.77 $ 0.64 23.1 %

EBITA 1,2,3,4

$ 1,040.2 $ 459.0 $ 581.2 126.6 % $ 1,803.8 $ 933.4 $ 870.4 93.3 %

2 unchanged sentences

1) Reconciliation of Non-GAAP Financial Measures on page 30 .

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.

2) For the three and six months ended June 30, 2026, operating expenses included $47.0 million ($35.3 million after-tax) and $51.1 million ($38.3 million after-tax), respectively, of repositioning costs, primarily related to severance actions in connection with the Merger, and $34.3 million ($27.8 million after-tax) for the six months ended June 30, 2026 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 and six months ended June 30, 2026, are integration and acquisition related costs of $40.1 million ($38.0 million after-tax) and $99.5 million ($84.8 million after-tax), respectively, related to the Merger.

The net impact of these items reduced operating income for the three and six months ended June 30, 2026, by $87.1 million ($73.3 million after-tax) and $184.9 million ($150.9 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc.

by $0.26 and $0.52, respectively.

For both the three and six months ended June 30, 2025, operating expenses included $88.8 million ($67.2 million after-tax) of repositioning costs recorded in the second quarter of 2025, primarily related to severance actions related to efficiency initiatives (see Note 10 to the unaudited consolidated financial statements).

In addition, included in selling, general and administrative expenses for the three and six months ended June 30, 2025, are acquisition related costs of $66.0 million ($61.6 million after-tax) and $99.8 million ($94.3 million after-tax), respectively, related to the Merger (see Note 1 to the unaudited consolidated financial statements).

The net impact of these items reduced operating income for the three and six months ended June 30, 2025 by $154.8 million ($128.8 million after-tax) and $188.6 million ($161.5 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc.

by $0.66 and $0.82, respectively.

3) EBITA is defined as earnings before interest, taxes, and amortization, principally 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 $0.29 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.

The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.31 and $0.08 for the three months ended June 30, 2026 and 2025, respectively, and $0.60 and $0.15 for the six months ended June 30, 2026 and 2025, respectively.

4) The effect of dispositions and assets held for sale for the three and six months ended June 30, 2026 reduced revenue by $567.5 million and $1.2 billion, respectively, and EBITA by $58.5 million and $86.4 million, respectively, resulting in a decrease in EBITA Margin of 0.6% and 0.9%, respectively.

CONSOLIDATED RESULTS OF OPERATIONS

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

Three Months Ended March 31,

2026 2025 $ Change

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 $ Change 2026 2025 $ Change

Revenue $ 6,562.5 $ 4,015.6 $ 2,546.9 $ 12,805.4 $ 7,706.0 $ 5,099.4

3 unchanged sentences

Severance and repositioning costs 2

47.0 88.8 (41.8) 51.1 88.8 (37.7)

Loss on assets held for sale and dispositions 2

— — — 34.3 — 34.3

Cost of services 5,264.7 3,347.3 1,917.4 10,470.0 6,408.2 4,061.8

20 unchanged sentences

Diluted $ 2.08 $ 1.31 $ 0.77 $ 3.41 $ 2.77 $ 0.64

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

$ 6,562.5 $ 4,015.6 $ 2,546.9 $ 12,805.4 $ 7,706.0 $ 5,099.4

Operating Margin % 2

14.1 % 10.9 % 12.3 % 11.6 %

EBITA 1,2,3,4

$ 1,040.2 $ 459.0 $ 581.2 $ 1,803.8 $ 933.4 $ 870.4

2 unchanged sentences

1) Reconciliation of Non-GAAP Financial Measures on page 30 .

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

2) For the three and six months ended June 30, 2026, operating expenses included $47.0 million ($35.3 million after-tax) and $51.1 million ($38.3 million after-tax), respectively, of repositioning costs, primarily related to severance actions in connection with the Merger and $34.3 million ($27.8 million after-tax) for the six months ended June 30, 2026 of losses on dispositions of certain businesses in connection with the Merger (see Notes 10 and 11 to the unaudited consolidated financial statements).

by $0.26 and $0.52, respectively.

For the both three and six months ended June 30, 2025, operating expenses included $88.8 million ($67.2 million after-tax) of repositioning costs recorded in the second quarter of 2025, primarily related to severance actions related to efficiency initiatives (see Note 10 to the unaudited consolidated financial statements).

by $0.66 and $0.82, respectively.

3) EBITA is defined as earnings before interest, taxes, and amortization, principally 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.

4) The effect of dispositions and assets held for sale for the three and six months ended June 30, 2026 reduced revenue by $567.5 million and $1.2 billion, respectively, and reduced EBITA by $58.5 million and $86.4 million, respectively, resulting in a decrease in EBITA Margin of 0.6% and 0.9%, respectively.

Revenue by Discipline

4 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 2026 vs.

8 unchanged sentences

$ 6,562.5 $ 4,015.6 $ 2,546.9 61.7 %

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.

Six Months Ended June 30,

2026 2025 2026 vs.

Revenue $ % of

Revenue $ Change % Constant Currency Growth

Integrated Media

6,237.8 48.7 % 3,804.4 49.4 % 2,433.4 60.6 %

Advertising 2,139.3 16.7 % 1,386.5 18.0 % 752.8 49.3 %

Public Relations 1,405.5 11.0 % 729.1 9.5 % 676.4 90.5 %

Health 1,171.7 9.2 % 624.9 8.1 % 546.8 86.9 %

Experiential & Other 1,851.1 14.4 % 1,161.1 15.0 % 690.0 57.1 %

$ 12,805.4 $ 7,706.0 $ 5,099.4 63.0 %

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.

The components of our revenue did not change substantially because of the Merger.

For the three months ended June 30, 2026, revenue increased $2.5 billion across our disciplines as follows year-over-year:

Integrated Media, $1.3 billion, Advertising, $367.2 million, Public Relations, $338.9 million, Health, $260.1 million, and Experiential & Other, $320.4 million.

Constant currency growth was $2.5 billion, or 61.7%, compared to the prior-year period.

Changes in foreign currency exchange rates period-over-period increased revenue $69.0 million, or 1.7%.

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.

The increase in revenue from foreign exchange translation was primarily related to the strengthening of most currencies, including the Euro, Australian Dollar.

Brazilian Real and Mexican Peso, against the U.S.

For the six months ended June 30, 2026, revenue increased $5.1 billion across our disciplines as follows year-over-year:

Integrated Media, $2.4 billion, Advertising, $752.8 million, Public Relations, $676.4 million, Health, $546.8 million, and Experiential & Other, $690.0 million.

Constant currency growth was $4.9 billion, or 63.0%, compared to the prior-year period.

Changes in foreign currency exchange rates period over period increased revenue $243.2 million, or 3.2%.

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

Revenue by Geography

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

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 2026 vs.

7 unchanged sentences

$ 6,562.5 $ 4,015.6 $ 2,546.9 61.7 %

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.

Six Months Ended June 30,

2026 2025 2026 vs.

Revenue $ % of

Revenue $ Change % Constant Currency Growth

North America $ 7,875.9 61.5 % $ 4,321.2 56.1 % $ 3,554.7 82.0 %

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 444.6 3.5 % 211.0 2.7 % 233.6 92.2 %

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.

Europe 3,026.6 23.6 % 2,161.4 28.0 % 865.2 33.0 %

Middle East and Africa 285.9 2.2 % 136.9 1.8 % 149.0 97.6 %

Asia-Pacific 1,172.4 9.2 % 875.5 11.4 % 296.9 30.8 %

$ 12,805.4 $ 7,706.0 $ 5,099.4 63.0 %

North America, $1.8 billion, Latin America, $133.9 million, Europe, $421.2 million, Middle East and Africa, $75.6 million, and Asia-Pacific, $135.1 million.

North America, $3.6 billion, Latin America, $233.6 million, Europe, $865.2 million, Middle East and Africa, $149.0 million, and Asia-Pacific, $296.9 million.

North America

In North America, constant currency growth period-over-period for the three and six months ended June 30, 2026 was primarily driven by the merger and a strong performance in the United States.

North America's share of our revenue increased because of the Merger.

Latin America

In Latin America, constant currency growth for the three and six months ended June 30, 2026, compared to the prior year periods, was led by our Integrated Media and Advertising disciplines, including from the impact of the IPG acquisition.

Growth was across all countries in the region.

Foreign currency exchange rate changes increased revenue in the three and six months ended June 30, 2026 compared to the same periods in 2025, primarily as a result of the strengthening of the Brazilian Real, Mexican Peso and Colombian Peso against the U.S.

Dollar period-over-period.

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.

In Europe, compared to the prior year periods, constant currency growth for the three and six months ended June 30, 2026 was primarily due to the acquisition of IPG.

Foreign currency exchange rate changes increased revenue for the three and six months ended June 30, 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%.

EMEA's share of our revenue decreased because of the Merger.

In the U.K., for the three and six months ended June 30, 2026, constant currency growth period-over-period was 40.9% and 39.1%, respectively, primarily due to the Merger.

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.

was 9.4% and 9.3%, for the three and six months ended June 30, 2026, respectively, and 10.8% for both the three and six months ended June 30, 2025.

In Continental Europe, which includes the Euro Zone and the other European countries, constant currency growth was 14.8% and 14.3% for the three and six months ended June 30, 2026, respectively, primarily due to the merger.

Foreign currency exchange rate changes increased revenue 3.6% and 8.3% for the three and six months ended June 30, 2026, respectively, 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.

In the Middle East and Africa, constant currency growth was 101.3% and 97.6% for the three and six months ended June 30, 2026, respectively, primarily due to the merger and growth in substantially all countries in the region.

In Asia-Pacific, constant currency growth increased for the three and six months ended June 30, 2026, primarily due to the merger and a strong performance in all markets in the region.

Foreign currency exchange rate changes increased revenue 1.7% and 3.1% for the three and six months ended June 30, 2026, respectively, primarily as a result of the strengthening of most currencies against the U.S.

Dollar, including the Australian Dollar and Chinese Renminbi, partially offset by the weakening of the Japanese Yen against the U.S.

Asia-Pacific's share of our revenue decreased because of the Merger.

Revenue by Industry

Revenue by type of client industry sector:

Three Months Ended March 31,

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

2026 2025 2026 2025

Pharmaceuticals and Health 18 % 15 % 19 % 15 %

16 unchanged sentences

The period-over-period change in operating expenses:

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 2026 vs.

17 unchanged sentences

Operating Income $ 922.5 14.1 % $ 439.2 10.9 % $ 483.3 110.0 %

Six Months Ended June 30,

2026 2025 2026 vs.

Revenue $ % of

Revenue $ 12,805.4 $ 7,706.0 $ 5,099.4 66.2 %

Operating Expenses:

Salary and service costs:

Salary and related costs 6,028.2 47.1 % 3,608.3 46.8 % 2,419.9 67.1 %

Third-party service costs 2,888.1 22.6 % 1,715.2 22.3 % 1,172.9 68.4 %

Third-party incidental costs 436.6 3.4 % 355.4 4.6 % 81.2 22.8 %

Total salary and service costs 9,352.9 73.0 % 5,678.9 73.7 % 3,674.0 64.7 %

Occupancy and other costs 1,031.7 8.1 % 640.5 8.3 % 391.2 61.1 %

Loss on assets held for sale and dispositions 34.3 0.3 % — — % 34.3

Severance and repositioning costs 51.1 0.4 % 88.8 1.2 % (37.7) (42.5) %

Cost of services 10,470.0 6,408.2 4,061.8 63.4 %

Selling, general and administrative expenses 433.5 3.4 % 288.3 3.7 % 145.2 50.4 %

Depreciation and amortization 333.2 2.6 % 117.7 1.5 % 215.5 183.1 %

Total operating expenses 11,236.7 87.7 % 6,814.2 88.4 % 4,422.5 64.9 %

Operating Income $ 1,568.7 12.3 % $ 891.8 11.6 % $ 676.9 75.9 %

We measure cost of services in two distinct categories:

7 unchanged sentences

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 months ended March 31, 2026.

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.

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 six months ended June 30, 2026.

Operating expenses for the three months ended June 30, 2026 increased $2.1 billion, or 57.7%, to $5.6 billion compared to the prior year period, primarily due to the acquisition of IPG.

Included in operating expenses for the three months ended June 30, 2026 are $47.0 million ($35.3 million after-tax) of repositioning costs, primarily for severance and other repositioning costs.

In addition, we incurred integration costs related to the acquisition of IPG of $40.1 million ($38.0 million after-tax), 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 June 30, 2025 are acquisition related costs of $66.0 million ($61.6 million after-tax) related to the Merger (see Note 1 to the consolidated financial statements).

Included in operating expenses for the three months ended June 30, 2025 are $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 (see Note 10 to the consolidated financial statements).

Operating expenses for the six months ended June 30, 2026 increased $4.4 billion, or 64.9%, to $11.2 billion from $6.8 billion, compared to the prior year period, primarily due to the acquisition of IPG.

Included in operating expenses for the six months ended June 30, 2026 are $51.1 million ($38.3 million after-tax) of repositioning costs, primarily related to severance and other repositioning costs, as well as $34.3 million ($27.8 million after-tax) 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 $99.5 million ($84.8 million after-tax) 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 six months ended June 30, 2025 are acquisition related costs of $99.8 million ($94.3 million after-tax) related to the Merger (see Note 1 to the consolidated financial statements).

Included in operating expenses for the six months ended June 30, 2025 are $88.8 million ($67.2 million after-tax) of repositioning costs recorded in the second quarter of 2025, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group (see Note 10 to the consolidated financial statements).

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 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.

Salary and service costs for the three months ended June 30, 2026 increased $1.8 billion, or 60.7%, to $4.7 billion, compared to the prior-year period.

Salary and related costs for the three months ended June 30, 2026 increased $1.1 billion, or 62.3%, to $3.0 billion, 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.

Third-party service costs for the three months ended June 30, 2026 increased $604.0 million, or 65.8%, to $1.5 billion, primarily as a result of the IPG acquisition, as well as constant currency growth in our Integrated Media discipline.

Third-party incidental costs for the three months ended June 30, 2026 increased $37.9 million, or 20.3%, to $224.3 million, primarily due to revenue growth and our acquisition of IPG.

Salary and service costs for the six months ended June 30, 2026 increased $3.7 billion, or 64.7%, to $9.4 billion, compared to the prior-year period.

Salary and related costs for the six months ended June 30, 2026 increased $2.4 billion, or 67.1%, to $6.0 billion, 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 six months ended June 30, 2026 increased $1.2 billion, or 68.4%, to $2.9 billion, primarily as a result of the IPG acquisition, as well as constant currency growth in our Integrated Media discipline.

Third-party incidental costs for the six months ended June 30, 2026 increased $81.2 million, or 22.8%, to $436.6 million, primarily due to revenue growth and our acquisition of IPG.

Operating Expenses - Occupancy and Other Costs

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.

Occupancy and other costs for the three and six months ended June 30, 2026, which are less directly linked to changes in revenue than salary and service costs, increased by $178.5 million, or 54.8%, to $504.4 million and increased by $391.2 million, or 61.1%, to $1.0 billion, respectively, primarily 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.

1 unchanged sentence

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 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).

SG&A expenses increased by $38.6 million and $145.2 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily due to the acquisition of IPG.

SG&A expenses included integration and acquisition-related costs of $40.1 million ($38.0 million after-tax) and acquisition-related costs of $66.0 million ($61.6 million after-tax) for the three months ended June 30, 2026 and June 30, 2025, respectively.

SG&A expenses included integration and

acquisition-related costs of $99.5 million ($84.8 million after-tax) and acquisition-related costs of $99.8 million ($94.3 million after-tax) for the six months ended June 30, 2026 and June 30, 2025, respectively (see Note 1 of the unaudited consolidated financial statements).

Operating Income

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.

Operating income for the three months ended June 30, 2026 increased $483.3 million to $922.5 million, and operating margin increased to 14.1% from 10.9% compared to the same period in 2025 due to factors discussed above.

Amortization expense for the three months ended June 30, 2026 increased by $97.9 million to $117.7 million, primarily related to the Merger, which decreased operating income and margin.

EBITA for the three months ended June 30, 2026 increased $581.2 million to $1,040.2 million, and EBITA margin increased to 15.9% from 11.4%.

Integration and acquisition related costs related to the Merger and severance and other repositioning costs recorded in the second quarter of 2026 (see Notes 1 and 10 to the consolidated financial statements) reduced both operating income and EBITA by $87.1 million, and reduced both operating margin and EBITA margin by 1.3%.

Acquisition related costs and repositioning costs recorded in the second quarter of 2025 reduced both operating income and EBITA by $154.8 million, and reduced both operating margin and EBITA margin by 3.9%.

The effect on EBITA margin for assets held for sale or disposition for the three months ended June 30, 2026 and 2025 was 0.6% and 0.5%, respectively.

Operating income for the six months ended June 30, 2026 increased $676.9 million to $1.6 billion, and operating margin increased to 12.3% from 11.6% compared to the same period in 2025 due to factors discussed above.

Amortization expense for the six months ended June 30, 2026 increased by $193.5 million to $235.1 million, primarily related to the Merger, which decreased operating income and operating income margin.

EBITA for the six months ended June 30, 2026 increased $870.4 million to $1.8 billion, and EBITA margin increased to 14.1% from 12.1%.

Integration and acquisition related costs related to the Merger, severance and other repositioning costs recorded and charges to reflect the businesses to be disposed at their estimated net realizable value (see Notes 1 and 10 to the consolidated financial statements) reduced both operating income and EBITA by $184.9 million, and reduced both operating margin and EBITA margin by 1.4%.

Acquisition related costs in the first half of 2025 and repositioning costs recorded in the second quarter of 2025 (see Notes 1 and 10 to the consolidated financial statements) reduced both operating income and EBITA by $188.6 million, and reduced operating margin by 2.4% and EBITA margin by 2.5% for the six -month period.

The effect on EBITA margin for assets held for sale or disposition for the six months ended June 30, 2026 and 2025 was 0.9% and 0.7%, respectively.

Net Interest Expense

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.

Net interest expense for the three months ended June 30, 2026 increased $52.6 million period-over-period to $93.3 million.

Interest expense on debt for the three months ended June 30, 2026 increased $61.3 million period-over-period to $120.1 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 June 30, 2026 increased $8.0 million to $29.9 million, primarily due to higher average cash balances.

Net interest expense for the six months ended June 30, 2026 increased $95.2 million period-over-period to $165.3 million.

Interest expense on debt for the six months ended June 30, 2026 increased $119.0 million period-over-period to $233.9 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 six months ended June 30, 2026 increased $25.3 million to $76.9 million, primarily due to higher average cash balances.

Our effective tax rate for the six months ended June 30, 2026 decreased period-over-period to 27.0% from 29.4%, 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.

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

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

1 unchanged sentence

Net income - Omnicom Group Inc.

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.

in the three months ended June 30, 2026 increased $327.2 million to $584.8 million from $257.6 million.

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

Diluted net income per share - 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.

increased to $2.08 in the three months ended June 30, 2026, from $1.31 in the three months ended June 30, 2025, based on the factors described above.

This was impacted by the increase in our weighted average shares of common stock outstanding due to the issuance of shares for the IPG acquisition, partially offset by net share repurchases, including shares purchased pursuant to the accelerated stock repurchase agreement.

For the three months ended June 30, 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 $73.3 million and diluted net income per share - Omnicom Group Inc.

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

For the three months ended June 30, 2025, acquisition related costs and repositioning costs reduced net income - Omnicom Group Inc.

by $128.8 million and diluted net income per share - Omnicom Group Inc.

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.

Net income - Omnicom Group Inc.

in the six months ended June 30, 2026 increased $444.7 million to $990.0 million from $545.3 million.

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

Diluted net income per share - Omnicom Group Inc.

increased to $3.41 in the six months ended June 30, 2026, from $2.77 in the six months ended June 30, 2025, based on the factors described above.

For the six months ended June 30, 2026, the impact of integration and acquisition related costs, severance and other repositioning costs and charges to reflect the businesses to be disposed at their estimated net realizable value (see Notes 1 and 10 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc.

by $150.9 million and diluted net income per share - Omnicom Group Inc.

For the six months ended June 30, 2025, the net impact of acquisition related costs and repositioning costs reduced net income - Omnicom Group Inc.

by $161.5 million and diluted net income per share - Omnicom Group Inc.

The effect of after-tax amortization, principally from acquired intangible assets and internally developed strategic platform assets, decreased diluted net income per share by $0.31 and $0.08 for the three months ended June 30, 2026 and 2025, respectively, and $0.60 and $0.15 for the six months ended June 30, 2026 and 2025, respectively.

NON-GAAP FINANCIAL MEASURES

9 unchanged sentences

to EBITA and EBITA Margin:

Three Months Ended March 31,

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

2026 2025 2026 2025

Net Income - Omnicom Group Inc.

3 unchanged sentences

Income (Loss) From Equity Method Investments

1.1 (0.2) 0.2 0.7

Income Tax Expense 224.8 120.5 379.4 241.2

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

829.2 398.5 1,403.4 821.7

Interest Expense 123.2 62.6 242.2 121.7

1 unchanged sentence

Operating Income 922.5 439.2 1,568.7 891.8

Amortization principally from acquired intangible assets and

internally developed strategic platform assets

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

Amortization principally from acquired intangible assets and internally developed strategic platform assets

117.7 19.8 235.1 41.6

EBITA $ 1,040.2 $ 459.0 $ 1,803.8 $ 933.4

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

4 unchanged sentences

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 $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.

Additional liquidity sources include our $3.5 billion unsecured multi-currency revolving 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 $1.1 billion.

In addition, certain of our subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $0.9 billion.

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

3 unchanged sentences

Our principal discretionary cash spending includes dividend payments to common shareholders, capital expenditures, strategic acquisitions and repurchases of our common stock.

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

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.

Cash and cash equivalents decreased $3.5 billion from December 31, 2025.

During the first six months of 2026, we used $932.4 million of cash in operating activities, which included the use for operating capital of $2.4 billion, primarily related to our typical working capital cycle.

Discretionary spending for the first six months of 2026 was $3.6 billion, compared to $641.6 million for the first six months of 2025.

Discretionary spending for the first six months of 2026 was comprised of capital expenditures of $115.1 million, dividends paid to common shareholders of $481.5 million, dividends paid to shareholders of noncontrolling interests of $33.5 million, repurchases of our common stock, including shares purchased pursuant to the accelerated stock repurchase program, of $2,962.3 million, net of proceeds from vesting of restricted stock awards and related tax benefits.

The acquisition of additional shares of noncontrolling interests and payment of contingent purchase price obligations was $45.4 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.

3 unchanged sentences

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.

11 unchanged sentences

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.

At June 30, 2026, our foreign subsidiaries held approximately $2.1 billion of our total cash and cash equivalents of $3.3 billion.

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

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.

As of June 30, 2026, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $4.4 billion to $6.7 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.

1 unchanged sentence

Net debt was also impacted by the use of cash of $932.4 million for operating activities, which included the use for operating capital of $2.4 billion, primarily related to our typical working capital requirements during the period and other non-discretionary and discretionary spending of $3.6 billion, as discussed above.

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

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

Short-term debt $ 48.8 $ 62.0 $ 22.3

10 unchanged sentences

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.

In addition, on March 2, 2026, 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 13, 2026.

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

Omnicom fully and unconditionally guaranteed the obligations of OFH with respect to the €500 million 0.800% 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").

Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect to 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.

1 unchanged sentence

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").

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 OCH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to 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.

3 unchanged sentences

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 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.

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.

At June 30, 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.

6 unchanged sentences

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

During the three months and six months ended June 30, 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.

There were no draws under the Credit Facility or commercial paper issuances during the three and six months ended June 30, 2025.

Commercial paper activity was (dollars in millions):

Three Months Ended March 31,

Three Months Ended June 30,

Average amount outstanding during the quarter

3 unchanged sentences

Weighted average interest rate

Six Months Ended June 30,

Average amount outstanding during the period $ 147.3 $ —

Maximum amount outstanding during the period 632.6 $ —

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.

2 unchanged sentences

We will continue to monitor closely our liquidity and conditions in the credit markets.

We cannot predict with any certainty the impact on us of any disruptions in the credit markets.

cannot predict with any certainty the impact on us of any disruptions in the credit markets.

In such circumstances, we may need to obtain additional financing to fund our day-to-day working capital requirements.

1 unchanged sentence

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 2.2% of revenue for the twelve months ended March 31, 2026.

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 2.0% of revenue for the twelve months ended June 30, 2026.

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

7 unchanged sentences

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

In addition to the IPG acquisition, 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 the Financial Accounting Standard Board's ("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.

Beginning in December of 2025, we integrated the newly acquired IPG businesses into our existing networks.

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

The regional reporting units and connected capabilities monitor 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, ("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 ("WACC"), for each reporting unit.

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

May 1, 2026 May 1, 2025

Long-Term Growth Rate 3.5% 3.5%

WACC 13.8% - 14.2% 12.5% - 12.8%

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 10 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, 2026.

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, 2026, we used an estimated long-term growth rate of 3.5%.

When performing the annual impairment test as of May 1, 2026 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 2026.

There were no events through June 30, 2026 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, 2026 was not impaired, because the fair value of each of our reporting units was in excess of its respective net book value.

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 37%.

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, 2026 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