What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-10-23 compared with 2026-07-29 · 218 added, 209 removed, 492 unchanged (46% of the section changed)

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

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

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

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

uncertainties associated with retaining key management and other employees;

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• 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 SEC.

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

The foregoing list of factors is not exhaustive.

You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 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.

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 SEC.

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

EXECUTIVE SUMMARY

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

Merger with IPG

On the Closing Date, Omnicom completed the Merger.

On November 25, 2025 (the "Closing Date"), Omnicom completed the Merger.

Omnicom is the acquirer of IPG under U.S.

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

generally accepted accounting principles ("U.S.

The consolidated financial statements of Omnicom for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of IPG.

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

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

Omnicom is a strategic holding company that operates through global networks, connected capabilities and specialized agencies, which connect its comprehensive portfolio of companies to deliver marketing, sales, communications, and commerce services to many of the largest global companies.

Our products and service offerings support client objectives across our primary focus areas:

Omnicom is a strategic holding company that operates through global networks, connected capabilities and specialized agencies that together deliver marketing, sales, communications, and commerce services to many of the world's largest companies.

Our products and services support client objectives across our primary focus areas:

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

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

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

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

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

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

All of our agencies are supported by Omni, our integrated technology platform, which includes Acxiom and Interact, both acquired from IPG, and Flywheel Commerce Cloud, as well as privacy-focused identity and data management capabilities.

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

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

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

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

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

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

CSLs coordinate capabilities across our agencies to deliver tailored solutions aligned with each client's strategy along with key performance indicators ("KPIs") to enable client success.

Our global networks include:

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

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

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

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

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

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

OM includes OMD, PHD, Hearts United, Flywheel Commerce Cloud, as well as UM, Acxiom and Initiative, which we acquired from IPG.

DAS includes Omnicom Precision Marketing and Omnicom Health, which includes IPG Health.

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

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

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

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

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

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

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

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

For the twelve months ended 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.

Our clients operate in virtually every sector of the global economy with no one industry representing more than 19% of our revenue for the nine months ended September 30, 2026.

For the twelve months ended September 30, 2026, our largest client accounted for 1.8% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 52.7% of our revenue.

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.

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

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.

We analyze revenue growth, including organic 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 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%.

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.

Worldwide revenue for the three months ended September 30, 2026 increased $2.4 billion, or 59.1%, to $6.4 billion, compared to $4.0 billion in the prior year period.

Our performance benefited from the Merger, as the third quarter of 2026 represents the third 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 $2.4 billion, or 59.1%.

Worldwide revenue for the nine months ended September 30, 2026 increased $7.5 billion, or 63.7%, to $19.2 billion, compared to $11.7 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:

The year-over-year increase in worldwide revenue reflected worldwide constant currency growth (defined below) of $7.2 billion, or 61.7%, and a favorable foreign exchange impact of $243.5 million, which increased revenue by 2.1%.

For the three months ended September 30, 2026, revenue increased $2.4 billion across our disciplines as follows year-over-year and was primarily driven by the acquisition of IPG:

Integrated Media, $1.2 billion, Advertising, $286.7 million, Public Relations, $315.7 million, Health, $262.6 million, and Experiential & Other, $320.4 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:

For the nine months ended September 30, 2026, revenue increased $7.5 billion across our disciplines as follows year-over-year and was primarily driven by the acquisition of IPG:

Integrated Media, $3.6 billion, Advertising, $1.0 billion, Public Relations, $992.0 million, Health, $809.4 million, and Experiential & Other, $1.0 billion.

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

North America, $1.7 billion, Latin America, $111.8 million, Europe, $316.6 million, Middle East and Africa, $92.6 million, and Asia-Pacific, $143.9 million.

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

North America, $5.3 billion, Latin America, $345.4 million, Europe, $1.2 billion, Middle East and Africa, $241.5 million, and Asia-Pacific, $440.8 million.

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

The components of period-over-period revenue change:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Core Operations 1

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Revenue for 2026 $ 6,422.8 $ 412.1 $ 6,010.7 7.3 % $ 19,228.2 $ 1,606.8 $ 17,621.4 7.1 %

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.

1) Core Operations, net of dispositions and held for sale, excludes revenue of businesses that have been disposed of, up to the date of disposition in 2026, and businesses 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 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 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.

2) Represents the combined revenue of Omnicom and IPG for the three and nine months ended September 30, 2025, provided for comparative purposes only.

Combined revenue of $6.5 billion for the three months ended September 30, 2025 comprises Omnicom's reported revenue of $4.0 billion and IPG's reported revenue of $2.5 billion.

Combined revenue of $19.1 billion for the nine months ended September 30, 2025 was comprised Omnicom's reported revenue of $11.7 billion and IPG's reported revenue of $7.4 billion.

These amounts are the arithmetic sum of each company's historical reported revenue, sourced from either Omnicom's Current Report on Form 8-K filed with the SEC on October 21, 2025 or IPG's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2025, and have not been prepared in accordance with Article 11 of Regulation S-X, do not reflect any pro forma adjustments, and are not necessarily indicative of the revenue that would have been achieved had the Merger been completed at the beginning of the periods presented.

We do not believe any pro forma adjustments in conformity with Article 11 would not be material to the combined amounts presented.

Revenue from Core Operations for the three and nine months ended September 30, 2026 increased $407.4 million, or 7.3%, and $1.2 billion, or 7.1%, respectively, as compared to the combined Core Operations revenue for the prior year periods.

This was driven by organic growth of $400.8 million, or 7.2% and $946.5 million, or 5.8%, respectively, a positive impact from foreign exchange rate changes of $3.4 million, or 0.1%, and $209.4 million, or 1.3%, respectively, and a positive impact from acquisitions of $3.2 million, or 0.1%, and $5.6 million.

The components and percentages are calculated as follows:

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Dollars and the current period constant currency revenue.

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

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

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

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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 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.

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

Assuming exchange rates at October 21, 2026 remain unchanged, we expect the changes in foreign exchange rates will remain flat for the fourth 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 2.0% 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.

Our largest client represented 1.8% and 2.6% of revenue for the twelve months ended September 30, 2026 and 2025, respectively.

Our ten largest and 100 largest clients represented 14.5% and 52.7% of revenue for the twelve months ended September 30, 2026, respectively, and 19.0% and 54.9% of revenue for the twelve months ended September 30, 2025, respectively.

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

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

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

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.

2) For the three months ended September 30, 2026, operating expenses included $84.7 million ($63.5 million after-tax) of repositioning costs, primarily related to real estate and other exit charges, in connection with the Merger.

For the nine months ended September 30, 2026, operating expenses included $135.8 million ($101.8 million after-tax) of repositioning costs, primarily related to real estate and other exit charges, as well as severance charges, in connection with the Merger.

For the three and nine months ended September 30, 2026, operating expenses included $106.8 million ( $69.5 million after-tax) and $72.5 million ($41.7 million after-tax), respectively, of net gains 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 nine months ended September 30, 2026, are integration related costs of $40.4 million ($13.3 million after-tax) and $139.9 million ($98.1 million after-tax), respectively, related to the Merger.

The net impact of these items reduced operating income for the three and nine months ended September 30, 2026, by $18.3 million ($7.3 million after-tax) and $203.2 million ($158.2 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc.

by $0.03 and $0.55, 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.

For the three and nine months ended September 30, 2025, operating expenses included $38.6 million ($28.4 million after-tax) of repositioning costs, primarily related to severance actions as we prepared to integrate IPG (see Note 10 to the unaudited consolidated financial statements).

For the nine months ended September 30, 2025, operating expenses included $127.4 million ($95.7 million after-tax) of repositioning costs, related to severance actions as we prepared for the acquisition of IPG, as well as efficiency initiatives in the second quarter of 2025, primarily within Omnicom Advertising and Omnicom Production (see Note 10 to the unaudited consolidated financial statements).

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

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

by $0.41 and $1.23, respectively.

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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 $0.31 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.

The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.32 and $0.08 for the three months ended September 30, 2026 and 2025, respectively, and $0.93 and $0.24 for the nine months ended September 30, 2026 and 2025, respectively.

4) The effect of dispositions and assets held for sale for the three and nine months ended September 30, 2026 reduced revenue by $412.1 million and $1.6 billion, respectively.

CONSOLIDATED RESULTS OF OPERATIONS

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2026 2025 $ Change 2026 2025 $ Change

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84.7 38.6 46.1 135.8 127.4 8.4

Loss on assets held for sale and dispositions 2

Net (gain) loss on assets held for sale and dispositions 2

(106.8) — (106.8) (72.5) — (72.5)

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Interest Income 28.6 17.2 11.4 105.5 68.8 36.7

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

829.2 398.5 430.7 1,403.4 821.7 581.7

Income Before Income Taxes and Income From Equity Method Investments 887.5 486.9 400.6 2,290.9 1,308.6 982.3

Income Tax Expense 215.4 132.3 83.1 594.8 373.5 221.3

Income (Loss) From Equity Method Investments

1.1 (0.2) 1.3 0.2 0.7 (0.5)

Income From Equity Method Investments 2.5 5.8 (3.3) 2.7 6.5 (3.8)

674.6 360.4 314.2 1,698.8 941.6 757.2

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

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 $0.03 and $0.55, 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).

For the three and nine months ended September 30, 2025, operating expenses included $38.6 million ($28.4 million after-tax) and $127.4 million ($95.7 million after-tax), respectively, of repositioning costs, primarily related to severance actions as we prepared to integrate IPG (see Note 10 to the unaudited consolidated financial statements).

For the nine months ended September 30, 2025, operating expenses also reflected efficiency initiatives taken in the second quarter of 2025, primarily within Omnicom Advertising and Omnicom Production (see Note 10 to the unaudited consolidated financial statements).

respectively, related to the Merger (see Note 1 to the unaudited consolidated financial statements).

by $0.41 and $1.23, 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.

4) The effect of dispositions and assets held for sale for the three and nine months ended September 30, 2026 reduced revenue by $412.1 million and $1.6 billion, respectively.

Revenue by Discipline

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

Three Months Ended June 30,

Three Months Ended September 30,

2026 2025 2026 vs.

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$ 6,422.8 $ 4,037.1 $ 2,385.7 59.1 %

Six Months Ended June 30,

Nine Months Ended September 30,

2026 2025 2026 vs.

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$ 19,228.2 $ 11,743.1 $ 7,485.1 61.7 %

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:

1) Revenue for the three and nine months ended September 30, 2026 includes amounts attributable to disposals or entities classified as held for sale, consisting of $412.1 million and $1.6 billion, respectively.

For the three months ended September 30, 2026, revenue increased $2.4 billion across our disciplines as follows year-over-year and was primarily driven by the acquisition of IPG:

Integrated Media, $1.2 billion, Advertising, $286.7 million, Public Relations, $315.7 million, Health, $262.6 million, and Experiential & Other, $320.4 million.

Constant currency growth was $2.4 billion, or 59.1%, 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, 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.

For the nine months ended September 30, 2026, revenue increased $7.5 billion across our disciplines as follows year-over-year and was primarily driven by the acquisition of IPG:

Integrated Media, $3.6 billion, Advertising, $1.0 billion, Public Relations, $992.0 million, Health, $809.4 million, and Experiential & Other, $1.0 billion.

Constant currency growth was $7.2 billion, or 61.7%, compared to the prior-year period.

Changes in foreign currency exchange rates period-over-period increased revenue $243.5 million, or 2.1%.

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.

The increase in revenue from foreign exchange translation was primarily related to the strengthening of most currencies, as discussed in revenue by geography below.

Revenue by Geography

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

Three Months Ended June 30,

Three Months Ended September 30,

2026 2025 2026 vs.

7 unchanged sentences

$ 6,422.8 $ 4,037.1 $ 2,385.7 59.1 %

Six Months Ended June 30,

Nine Months Ended September 30,

2026 2025 2026 vs.

7 unchanged sentences

$ 19,228.2 $ 11,743.1 $ 7,485.1 61.7 %

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, $1.7 billion, Latin America, $111.8 million, Europe, $316.6 million, Middle East and Africa, $92.6 million, and Asia-Pacific, $143.9 million.

North America, $5.3 billion, Latin America, $345.4 million, Europe, $1.2 billion, Middle East and Africa, $241.5 million, and Asia-Pacific, $440.8 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.

In North America, constant currency growth for the three and nine months ended September 30, 2026, compared to the prior year periods, was primarily driven by the Merger and strong performance in the United States.

North America's share of consolidated revenue increased as a result 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.

In Latin America, constant currency growth for the three and nine months ended September 30, 2026, compared to the prior year periods, was led by our Integrated Media and Advertising disciplines, including the impact of the Merger, with Public Relations also contributing to growth for the nine-month period.

Growth occurred across all countries in the region.

Foreign currency exchange rate changes increased revenue for the three and nine months ended September 30, 2026 compared to the prior year periods, primarily as a result of the strengthening of the Brazilian Real, Mexican Peso and Colombian Peso against the U.S.

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

Foreign currency exchange rate changes decreased revenue for the three months ended September 30, 2026, primarily as a result of the weakening of the Euro and the British Pound against the U.S.

Dollar period-

Foreign currency exchange rate changes increased revenue for the nine months ended September 30, 2026, primarily as a result of the strengthening of the Euro and the British Pound against the U.S.

Dollar period-over-period.

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.

EMEA's share of consolidated revenue decreased as a result of the Merger.

In the U.K., constant currency growth for the three and nine months ended September 30, 2026, was 34.7% and 37.5%, respectively, compared to the prior year periods, primarily due to the Merger.

represented 9.5% and 9.4% of our revenue for the three and nine months ended September 30, 2026, respectively, compared to 11.3% and 10.9% for the corresponding prior year periods.

In Continental Europe, which includes the Euro Zone and the other European countries, constant currency growth was 26.7% and 28.3% for the three and nine months ended September 30, 2026, respectively, primarily due to the Merger.

Foreign currency exchange rate changes decreased revenue by 3.0% for the three months ended September 30, 2026, primarily as a result of the weakening of the Euro against the U.S.

Dollar period-over-period.

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 9.4% 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.

Foreign currency exchange rate changes increased revenue by 4.4% for the nine months ended September 30, 2026, primarily as a result of the strengthening of the Euro against the U.S.

Dollar period-over-period.

In the Middle East and Africa, 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.

In the Middle East and Africa, constant currency growth was 129.0% and 107.9% for the three and nine months ended September 30, 2026, respectively, primarily due to the Merger, with growth across all countries in the region.

In Asia-Pacific, constant currency growth for the three and nine months ended September 30, 2026, was driven primarily by the Merger and strong regional performance.

Foreign currency exchange rate changes increased revenue by 0.5% and 2.2% for the three and nine months ended September 30, 2026, respectively, primarily as a result of the strengthening of the Australian Dollar and Chinese Renminbi against the U.S.

Dollar, partially offset by the weakening of the Japanese Yen and Indian Rupee against the U.S.

Asia-Pacific's share of consolidated revenue decreased as a result of the Merger.

Revenue by Industry

Revenue by type of client industry sector:

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

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

2026 2025 2026 2025

17 unchanged sentences

The period-over-period change in operating expenses:

Three Months Ended June 30,

Three Months Ended September 30,

2026 2025 2026 vs.

8 unchanged sentences

Occupancy and other costs 499.3 7.8 % 322.7 8.0 % 176.6 54.7 %

Loss on assets held for sale and dispositions

— — % — — % — — %

Net (gain) loss on assets held for sale and dispositions (106.8) (1.7) % — — % (106.8) — %

Severance and repositioning costs

5 unchanged sentences

Operating Income $ 991.7 15.4 % $ 530.1 13.1 % $ 461.6 87.1 %

Six Months Ended June 30,

Nine Months Ended September 30,

2026 2025 2026 vs.

8 unchanged sentences

Occupancy and other costs 1,531.0 8.0 % 963.2 8.2 % 567.8 58.9 %

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

Net (gain) loss on assets held for sale and dispositions (72.5) (0.4) % — — % (72.5) — %

Severance and repositioning costs 135.8 0.7 % 127.4 1.1 % 8.4 6.6 %

14 unchanged sentences

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.

translation were in line with the percentage impact from changes in foreign currencies on revenue for the three and nine months ended September 30, 2026.

Operating expenses for the three months ended September 30, 2026 increased $1.9 billion, or 54.9%, to $5.4 billion from $3.5 billion, compared to the prior year period, primarily due to the acquisition of IPG.

Included in operating expenses for the three months ended September 30, 2026 are $84.7 million ($63.5 million after-tax) of repositioning costs, primarily related to real estate and other exit charges.

In addition, we incurred integration costs related to the acquisition of IPG of $40.4 million ($13.3 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.

Operating expenses for the three months ended September 30, 2026 were offset by a $106.8 million net gain ($69.5 million after-tax) on business dispositions.

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

Included in operating expenses for the three months ended September 30, 2025 are $38.6 million ($28.4 million after-tax) of repositioning costs, primarily related to severance as we prepared to integrate IPG (see Note 10 to the consolidated financial statements).

Operating expenses for the nine months ended September 30, 2026 increased $6.3 billion, or 61.5%, to $16.7 billion from $10.3 billion, compared to the prior year period, primarily due to the acquisition of IPG.

Included in operating expenses for the nine months ended September 30, 2026 are $135.8 million ($101.8 million after-tax) of repositioning costs, primarily related to real estate and other exit charges, as well as severance.

In addition, we incurred integration costs related to the acquisition of IPG of $139.9 million ($98.1 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 for the nine months ended September 30, 2026 were partially offset by a $72.5 million net gain ($41.7 million after-tax) on business dispositions.

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

Included in operating expenses for the nine months ended September 30, 2025 are $127.4 million ($95.7 million after-tax) of repositioning costs, related to severance actions as we prepared to integrate IPG, as well as efficiency initiatives taken in the second quarter of 2025, primarily within Omnicom Advertising and Omnicom Production (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 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.

Salary and service costs for the three months ended September 30, 2026 increased $1.7 billion, or 57.0%, to $4.6 billion, compared to the prior year period.

Salary and related costs for the three months ended September 30, 2026 increased $1.1 billion, or 61.2%, to $2.9 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 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.

Third-party service costs for the three months ended September 30, 2026 increased $552.4 million, or 57.8%, 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 September 30, 2026 increased $24.3 million, or 13.0%, to $211.7 million, primarily due to revenue growth and our acquisition of IPG.

Salary and service costs for the nine months ended September 30, 2026 increased $5.3 billion, or 62.1%, to $13.9 billion, compared to the prior year period.

Salary and related costs for the nine months ended September 30, 2026 increased $3.5 billion, or 65.1%, to $8.9 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.

Third-party service costs for the nine months ended September 30, 2026 increased $1.7 billion, or 64.6%, to $4.4 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 nine months ended September 30, 2026 increased $105.5 million, or 19.4%, to $648.3 million, primarily due to revenue growth and our acquisition of IPG.

Operating Expenses - Occupancy and Other Costs

Occupancy and other costs for the three and 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.

Occupancy and other costs for the three and nine months ended September 30, 2026, which are less directly linked to changes in revenue than salary and service costs, increased by $176.6 million, or 54.7%, to $499.3 million and increased by $567.8 million, or 58.9%, to $1.5 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.

Real estate repositioning charges did not have a material impact on occupancy and other costs for the three and nine months ended September 30, 2026, but are expected to result in lower costs in the future.

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

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

SG&A expenses increased 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).

SG&A expenses increased by $37.4 million and $182.6 million for the three and nine months ended September 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 $40.4 million ($13.3 million after-tax) and acquisition-related costs of $60.8 million ($50.8 million after-tax) for the three months ended September 30, 2026 and September 30, 2025, respectively.

SG&A expenses included integration and acquisition-related costs of $139.9 million ($98.1 million after-tax) and acquisition-related costs of $160.6 million ($145.0 million after-tax) for the nine months ended September 30, 2026 and September 30, 2025, respectively (see Note 1 to the unaudited consolidated financial statements).

Operating Income

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.

Operating income for the three months ended September 30, 2026 increased $461.6 million to $991.7 million, and operating margin increased to 15.4% from 13.1% compared to the same period in 2025 due to factors discussed above.

Amortization expense for the three months ended September 30, 2026 increased by $98.6 million to $120.1 million, primarily related to the Merger, which decreased operating income and margin.

EBITA for the three months ended September 30, 2026 increased $560.2 million to $1.1 billion, and EBITA margin increased to 17.3% from 13.7%.

Integration related costs related to the Merger, severance and other repositioning costs recorded in the third quarter of 2026 and the net gain on business dispositions (see Notes 1, 10 and 11 to the consolidated financial statements) reduced both operating income and EBITA by $18.3 million, and reduced both operating margin and EBITA margin by 0.3%.

Acquisition related costs and repositioning costs recorded in the third quarter of 2025 reduced both operating income and EBITA by $99.4 million, and reduced both operating margin and EBITA margin by 2.5%.

Operating income for the nine months ended September 30, 2026 increased $1.1 billion to $2.6 billion, and operating margin increased to 13.3% from 12.1% compared to the same period in 2025 due to factors discussed above.

Amortization expense for the nine months ended September 30, 2026 increased by $292.1 million to $355.2 million, primarily related to the Merger, which decreased operating income and operating income margin.

EBITA for the nine months ended September 30, 2026 increased $1.4 billion to $2.9 billion, and EBITA margin increased to 15.2% from 12.6%.

Integration related costs related to the Merger, severance and other repositioning costs recorded and the net gain on business dispositions (see Notes 1, 10 and 11 to the consolidated financial statements) reduced both operating income and EBITA by $203.2 million, and reduced both operating margin and EBITA margin by approximately 1.0%.

Acquisition related costs and repositioning costs for the nine months ended September 30, 2025 (see Notes 1 and 10 to the consolidated financial statements) reduced both operating income and EBITA by $288.0 million, and reduced both operating margin and EBITA margin by 2.5% for the nine-month period.

Net Interest Expense

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.

Net interest expense for the three months ended September 30, 2026 increased $61.0 million period-over-period to $104.2 million.

Interest expense on debt for the three months ended September 30, 2026 increased $70.1 million period-over-period to $126.3 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 September 30, 2026 increased $11.4 million to $28.6 million, primarily due to higher average cash balances.

Net interest expense for the nine months ended September 30, 2026 increased $156.2 million period-over-period to $269.5 million.

Interest expense on debt for the nine months ended September 30, 2026 increased $189.1 million period-over-period to $360.2 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 nine months ended September 30, 2026 increased $36.7 million to $105.5 million, primarily due to higher average cash balances.

Our effective tax rate for the nine months ended September 30, 2026 was 26.0% compared to 28.5% for the nine months ended September 30, 2025.

The 2026 effective tax rate included the impact of favorable settlements of uncertain tax positions.

The effective tax rates for both 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.

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

Net Income and Net Income Per Share - Omnicom Group Inc.

Net income - Omnicom Group Inc.

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

in the three months ended September 30, 2026 increased $314.7 million to $656.0 million from $341.3 million.

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

Diluted net income per share - 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.

increased to $2.38 in the three months ended September 30, 2026, from $1.75 in the three months ended September 30, 2025, based on the factors described above.

For the three months ended September 30, 2026, the impact of integration related costs, severance and other repositioning costs and the net gain on business dispositions (see Notes 1, 10 and 11 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc.

by $7.3 million and diluted net income per share - Omnicom Group Inc.

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

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

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

Net income - Omnicom Group Inc.

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

in the nine months ended September 30, 2026 increased $759.4 million to $1.6 billion from $886.6 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.

increased to $5.77 in the nine months ended September 30, 2026, from $4.51 in the nine months ended September 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.

For the nine months ended September 30, 2026, the impact of integration related costs, severance and other repositioning costs and the net gain on business dispositions (see Notes 1, 10 and 11 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc.

by $158.2 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.

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

by $240.7 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.

The effect of after-tax amortization, principally from acquired intangible assets and internally developed strategic platform assets, decreased diluted net income per share by $0.32 and $0.08 for the three months ended September 30, 2026 and 2025, respectively, and $0.93 and $0.24 for the nine months ended September 30, 2026 and 2025, respectively.

NON-GAAP FINANCIAL MEASURES

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to EBITA and EBITA Margin:

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

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

2026 2025 2026 2025

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Net Income 674.6 360.4 1,698.8 941.6

Income (Loss) From Equity Method Investments

1.1 (0.2) 0.2 0.7

Income From Equity Method Investments 2.5 5.8 2.7 6.5

Income Tax Expense 215.4 132.3 594.8 373.5

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

829.2 398.5 1,403.4 821.7

Income Before Income Taxes and Income From Equity Method Investments 887.5 486.9 2,290.9 1,308.6

Interest Expense 132.8 60.4 375.0 182.1

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

Additional liquidity sources include our $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.

Additional liquidity sources include our $3.5 billion unsecured multi-currency revolving credit facility (the "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 subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $0.9 billion.

In addition, certain of our subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating approximately $1.0 billion.

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

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

Cash flows from operating, investing, and financing activities, as reflected in our Consolidated Statement of Cash Flows, is summarized in the following table:

Nine Months Ended September 30,

2026 2025 Change

Net Cash Provided By (Used In) Operating Activities $ 37.8 (99.2) 137.0

Net Cash Provided By (Used In) Investing Activities $ 234.0 (60.8) 294.8

Net Cash (Used In) Financing Activities $ (3,299.0) (907.5) (2,391.5)

Effect of foreign exchange rate changes on cash and cash equivalents $ (57.5) 134.6

Net Increase (Decrease) in cash and cash equivalents $ (3,084.7) (932.9)

• Operating Activities - The $137.0 million increase in net cash provided by operating activities from the prior year period was primarily attributable to an increase in net income, which reflects the inclusion of IPG's results for the nine months ended September 30, 2026.

• Investing Activities - The $294.8 million increase in net cash provided by investing activities from the prior year period was primarily attributable to proceeds from the disposition of a subsidiary.

• Financing Activities - The $2,391.5 million increase in net cash used in financing activities from the prior year period was primarily attributable to increases in purchases of common stock, including shares repurchased pursuant to the accelerated share repurchase program, partially offset by higher proceeds from net borrowings.

Cash and cash equivalents decreased $3.1 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.

During the first nine months of 2026, cash provided by operating activities was $37.8 million, which included the use for operating capital of $2.3 billion, primarily related to our typical working capital cycle.

Discretionary spending for the first nine months of 2026 was $4.4 billion, compared to $963.5 million for the first nine months of 2025.

Discretionary spending for the first nine months of 2026 primarily related to repurchases of our common stock, including shares purchased pursuant to the accelerated share repurchase program, of $3,165.3 million, net of proceeds from vesting of restricted stock awards and related tax benefits.

Discretionary spending also included capital expenditures of $172.8 million, dividends paid to common shareholders of $703.3 million, and dividends paid to shareholders of noncontrolling interests of $60.2 million.

The acquisitions of businesses, net of cash acquired, and additional shares of noncontrolling interests, as well as payment of contingent purchase price obligations was $303.5 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.

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

Likewise, operations that require funds borrow from their

regional treasury center.

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

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

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

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

At September 30, 2026, our foreign subsidiaries held approximately $2.2 billion of our total cash and cash equivalents of $3.8 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 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.

As of September 30, 2026, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $4.0 billion to $6.2 billion from December 31, 2025.

The increase in net debt primarily resulted from the issuance of our $400 million aggregate principal amount of 4.200% Senior Notes due 2029, $700 million aggregate principal amount of 5.000% Senior Notes due 2033 and $600 million aggregate principal amount of 5.300% Senior Notes due 2036, as well as the issuance of our €600 million aggregate principal amount of 3.850% Senior Notes due 2034.

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

Net debt was also impacted by the use of cash of $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.

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

Net debt was also impacted by cash provided by operating activities of $37.8 million, which included the use for operating capital of $2.3 billion, primarily related to our typical working capital requirements during the period and other non-discretionary and discretionary spending of $4.4 billion, as discussed above.

September 30, 2026 December 31, 2025 September 30, 2025

Short-term debt $ 60.5 $ 62.0 $ 24.1

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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, 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.

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 13, 2026.

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

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

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

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

At 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.

At September 30, 2026, we were in compliance with this covenant as our Leverage Ratio, computed in accordance with the terms of the facility, was 2.3 times.

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

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.

At September 30, 2026, our long-term and short-term debt was rated BBB+ and A-2 by S&P and Baa1 and P-2 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.

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

During the three 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;

During the three and nine months ended September 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 and six months ended June 30, 2025.

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

Commercial paper activity was (dollars in millions):

Three Months Ended June 30,

Three Months Ended September 30,

Average amount outstanding during the quarter

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Weighted average interest rate

Six Months Ended June 30,

Nine Months Ended September 30,

Average amount outstanding during the period $ 244.7 $ —

Maximum amount outstanding during the period $ 730.0 $ —

Amount outstanding at the end of the quarter

Amount outstanding at the end of the period $ — $ —

Weighted average maturity days

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

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

We 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.

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

Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk, as our largest client represented 2.0% of revenue for the twelve months ended June 30, 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 1.8% of revenue for the twelve months ended September 30, 2026.

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

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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.

Under the Financial Accounting Standards 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.

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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.

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.

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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.

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.

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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.

There were no events through September 30, 2026 that would change our impairment assessments.

The WACC is comprised of:

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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.

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.

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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