UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2024~~2025

Commission File Number: 1-10551

~~OMNICOM~~Omnicom ~~GROUP~~Group ~~INC~~Inc.

(Exact name of registrant as specified in its charter)


New York						13-1514814
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

280 Park Avenue, New York, NY						10017
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 415-3600

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.15 Par Value	OMC	New York Stock Exchange
0.800% Senior Notes due 2027	OMC/27	New York Stock Exchange
1.400% Senior Notes due 2031	OMC/31	New York Stock Exchange
3.700% Senior Notes due 2032	OMC/32	New York Stock Exchange
2.250% Senior Notes due 2033	OMC/33	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, ~~2024~~2025 was $1713,~~486~~815,~~183~~889,~~571~~740. As of January 30, ~~2025~~2026, there were ~~196~~310,~~490~~336,~~662~~344 shares of Omnicom Group Inc. Common Stock outstanding.

Portions of the Omnicom Group Inc. Definitive Proxy Statement for the Annual Meeting of Shareholders planned to be held on May 65, ~~2025~~2026 are incorporated by reference into Part III of this report to the extent described herein.

OMNICOM GROUP INC.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	11
Item 1C.	Cybersecurity	11
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1312
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3433
Item 8.	Financial Statements and Supplementary Data	35
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	35
Item 9A.	Controls and Procedures	35
Item 9B.	Other Information	35
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	35
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3635
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence	36
Item 14.	Principal Accountant Fees and Services	36
	PART IV
Item 15.	~~Exhibit~~Exhibits and Financial Statement Schedules	36
Item 16.	Form 10-K Summary	39
Signatures		4039
Management Report on Internal Control Over Financial Reporting		F-1
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements		F-45
Notes to Consolidated Financial Statements		F-910
Schedule II - Valuation and Qualifying Accounts		S-1

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In addition, from time to time, ~~the~~we ~~Company~~ or ~~its~~our representatives have made, or may make, forward-looking statements, orally or in writing. These statements, other than statements of historical fact, may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of ~~the~~our ~~Company’s~~ management as well as assumptions made by, and information currently available to, ~~the~~our ~~Company’s~~ management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside ~~the~~our ~~Company’s~~ control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include:

•risks relating to the ~~pending~~completed ~~Merger~~merger (asthe ~~defined below~~“Merger”) ~~with~~between us and The Interpublic Group of Companies, Inc., or (IPG), including: ~~that~~risks ~~the~~related ~~Merger~~to ~~may~~the ~~not~~integration beof ~~completed~~IPG’s inbusiness, asuch ~~timely manner or at all; delays~~as, ~~unanticipated~~among ~~costs~~others: ~~or restrictions resulting from regulatory review of the Merger;~~ uncertainties associated with ~~the~~retaining ~~Merger~~key ~~may cause a loss of both companies’~~ management ~~personnel~~ and other ~~key~~ employees,; ~~and~~potential ~~cause~~ disruptions to ~~both~~client, ~~companies’~~vendor, and business partner relationships; the ~~Merger~~risk ~~Agreement~~that ~~(as~~integration ~~defined below) subjects the Company and IPG to restrictions on business~~ activities ~~prior~~may tobe ~~the~~more ~~effective~~ time-consuming, ofcomplex, ~~the~~or ~~Merger;~~costly ~~the~~than ~~Company and IPG are~~ expected; tothe ~~incur~~possibility ~~significant~~that ~~costs~~anticipated insynergies, ~~connection~~efficiencies, ~~with the Merger~~ and ~~integration;~~other ~~litigation~~benefits ~~risks~~of ~~relating to~~ the Merger; ~~the~~may ~~business~~not ~~and~~be ~~operations~~realized, ofor ~~both companies~~ may ~~not~~ be ~~integrated~~realized ~~successfully~~more inslowly ~~the~~than ~~expected time frame~~anticipated; ~~the~~and ~~Merger~~risks ~~may~~associated ~~result~~with inmanaging a ~~loss of both companies’ clients~~larger, ~~service~~more ~~providers,~~complex ~~vendors,~~combined ~~joint~~organization ~~venture participants~~ and ~~other business counterparties; and the combined company may fail to realize all of the anticipated benefits of the Merger or fail to~~ effectively ~~manage~~integrating ~~its~~systems, ~~expanded~~processes, operations, and cultures;

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

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

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

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

•the ability to attract new clients and retain existing clients in the manner anticipated;

•changes in client marketing and communications services requirements;

•failure to manage potential conflicts of interest between or among clients;

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

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

•currency exchange rate fluctuations;

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

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

•~~changes~~failure into ~~legislation~~adapt orto ~~governmental~~technological ~~regulations affecting the Company or its clients~~developments;

•~~risks~~our ~~associated~~liquidity, ~~with~~long-term ~~assumptions~~financing ~~the Company makes in connection with its acquisitions~~needs, ~~critical~~credit ~~accounting~~ratings ~~estimates~~ and ~~legal~~access ~~proceedings;~~to capital markets;

•~~the~~changes ~~Company’s~~in ~~international~~legislation ~~operations,~~or ~~which~~governmental ~~are~~regulations ~~subject~~affecting tous ~~the risks of currency repatriation restrictions, social~~ or ~~political~~our ~~conditions and an evolving regulatory environment in high-growth markets and developing countries~~clients; ~~and~~

•~~risks~~losses ~~related~~on tomedia ~~our~~purchases ~~environmental, social~~ and ~~governance~~production ~~goals~~costs ~~and~~incurred ~~initiatives,~~on ~~including~~behalf ~~impacts from regulators and other stakeholders, and the impact~~ of ~~factors outside of our control on such goals and initiatives.~~clients;

~~The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other~~ •risks ~~and~~associated ~~uncertainties~~with ~~that~~assumptions ~~may~~we ~~affect~~make ~~the Company’s business, including those described~~ in ~~Item~~connection ~~1A.,~~with ~~“Risk~~our ~~Factors” and Item 7.~~acquisitions, ~~“Management’s~~critical ~~Discussion~~accounting ~~and~~estimates ~~Analysis of Financial Condition~~ and ~~Results~~legal ofproceedings; Operations”, or MD&A, in this report and in other documents filed from time to time with the Securities and Exchange Commission, or SEC. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

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

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

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

•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 our business, including those described in Item 1A., “Risk Factors” and Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, or MD&A, 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.

ADDITIONAL INFORMATION ABOUT THE TRANSACTION WITH IPG AND WHERE TO FIND IT

In connection with the proposed transaction, Omnicom and IPG have filed a joint proxy statement with the SEC on January 17, 2025 and Omnicom has filed with the SEC a registration statement on Form S-4 on January 17, 2025 (File No. 333-284358) (“Form S-4”) that includes the joint proxy statement of Omnicom and IPG and that also constitutes a prospectus of Omnicom. Each of Omnicom and IPG may also file other relevant documents with the SEC regarding the proposed transaction. This annual report on Form 10-K is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Omnicom or IPG may file with the SEC. The definitive joint proxy statement/prospectus have been mailed to stockholders of Omnicom and IPG. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OMNICOM, IPG AND THE PROPOSED TRANSACTION.

Investors and security holders are able to obtain free copies of the registration statement and joint proxy statement/prospectus and other documents containing important information about Omnicom, IPG and the proposed transaction, through the website maintained by the SEC at http://www.sec.gov. Copies of the registration statement and joint proxy statement/prospectus and other documents (if and when available) filed with the SEC by Omnicom may be obtained free of charge on Omnicom’s website at https://investor.omnicomgroup.com/financials/sec-filings/default.aspx or, alternatively, by directing a request by mail to Omnicom’s Corporate Secretary at Omnicom Group Inc., 280 Park Avenue, New York, New York 10017. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by IPG may be obtained free of charge on IPG’s website at https://investors.interpublic.com/sec-filings/financial-reports or, alternatively, by directing a request by mail to IPG’s Corporate Secretary at The Interpublic Group of Companies, Inc., 909 Third Avenue, New York, NY 10022, Attention: SVP & Secretary.

PARTICIPANTS IN THE SOLICITATION

Omnicom, IPG and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Omnicom, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in this Annual Report on Form 10-K, including under the heading “Information About Our Executive Officers,” and proxy statement for Omnicom’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2024, including under the headings “Executive Compensation,” “Omnicom Board of Directors,” “Directors’ Compensation for Fiscal Year 2023” and “Stock Ownership Information.” To the extent holdings of Omnicom common stock by the directors and executive officers of Omnicom have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), subsequently filed by Omnicom’s directors and executive officers with the SEC. Information about the directors and executive officers of IPG, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in IPG’s Annual Report on Form 10-K, including under the heading “Executive Officers of the Registrant,” and proxy statement for IPG’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2024, including under the headings “Board Composition,” “Non-Management Director Compensation,” “Executive Compensation” and “Outstanding Shares and Ownership of Common Stock.” To the extent holdings of IPG common stock by the directors and executive officers of IPG have changed from the amounts reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, subsequently filed by IPG’s directors and executive officers with the SEC.

iii

PART I

Introduction

This report is our ~~2024~~2025 annual report to shareholders and our ~~2024~~2025 Annual Report on Form 10-K, or ~~2024~~2025 10-K.

Omnicom Group Inc., a New York corporation, was formed in 1986. The terms “Omnicom,”, “the Company,”, “we,”, “our” and “us” each refer to Omnicom Group Inc. and its subsidiaries unless the context indicates otherwise.

Item 1. Business

~~Agreement~~Merger towith ~~Acquire~~ IPG

On November 26, 2025 (the “Closing Date”), Omnicom completed its Merger with IPG (the “Merger”). As previously reported, on December 8, 2024, Omnicom entered into an Agreement and Plan of Merger, or (the “Merger Agreement,”) bywith IPG and ~~among Omnicom,~~ EXT Subsidiary Inc., a Delaware corporation and a direct wholly owned subsidiary of Omnicom, or (“Merger Sub,”). ~~and~~On ~~IPG,~~the ~~pursuant~~Closing ~~to which~~Date, ~~subject~~pursuant to the terms and conditions of the Merger Agreement, Merger Sub ~~will~~merged ~~merge~~ with and into IPG, ~~or the Merger,~~ with IPG ~~surviving~~continuing as the ~~Merger~~surviving ascorporation and a direct wholly owned subsidiary of Omnicom. ~~Under~~Upon the ~~terms~~Merger, ofeach ~~the~~outstanding ~~Merger~~share ~~Agreement,~~of IPG ~~shareholders~~common ~~will~~stock (other than certain excluded shares) converted into the right to receive 0.344 shares of Omnicom common stock ~~for~~and ~~each~~cash ~~share~~in lieu of ~~IPG~~fractional ~~common stock they own~~shares. Following the ~~close~~closing of the Merger, legacy Omnicom shareholders ~~are~~owned ~~expected to own~~ approximately 60.6% of the combined company and legacy IPG shareholders ~~are~~owned ~~expected to own~~ approximately 39.4%, on a fully diluted basis. ~~The~~(see ~~completion~~Note of5 ~~the Merger is subject~~ to ~~customary closing conditions, including required regulatory approvals and~~ the ~~approval~~consolidated ~~of the stockholders of both Omnicom and IPG. If completed, the Merger is expected to have a material impact on our business, results of operations and~~ financial ~~condition~~statements).

Omnicom’s common stock continues to trade on the New York Stock Exchange, or NYSE, under the symbol “OMC,” and IPG’s common stock has ceased trading. The Merger qualified as a tax-free reorganization for U.S. federal income tax purposes, and the combined company operates under the Omnicom name with headquarters in New York, New York. Omnicom is the acquirer of IPG under U.S. generally accepted accounting principles (U.S. GAAP), and as a result, the consolidated financial statements of Omnicom for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of IPG. The results of operations of IPG are included in Omnicom’s consolidated financial statements only from the Closing Date forward. Accordingly, Omnicom’s results of operations, financial condition and cash flows after the Closing Date are not comparable to prior periods due to the inclusion of IPG’s results from the Closing Date (see Note 5 to the consolidated financial statements).

IPG Senior Notes Exchange Offers

In connection with the Merger, Omnicom commenced offers to exchange all outstanding notes of certain series issued by IPG for up to $2.95 billion in aggregate principal amount of new notes issued by Omnicom. As a result of these exchange offers, which were completed on December 2, 2025, approximately 94% of IPG's outstanding senior notes were exchanged for $2.76 billion in aggregate principal amount of new notes issued by Omnicom. The remaining approximately 6% of IPG's senior notes that were not tendered for exchange by holders remain outstanding obligations of IPG, a wholly owned subsidiary of Omnicom (see Note 7 to the consolidated financial statements).

Our Business

WeOmnicom ~~are~~is a strategic holding company ~~providing~~that ~~data-inspired,~~operates ~~creative~~through ~~marketing~~global ~~and~~networks, ~~sales~~connected ~~solutions~~capabilities toand ~~many~~specialized ofagencies, ~~the~~which ~~largest~~connect ~~global~~its ~~companies.~~comprehensive ~~Our~~ portfolio of companies ~~includes~~to ~~our~~deliver ~~global~~marketing, ~~networks~~sales, ~~BBDO~~communications, ~~DDB~~ and ~~TBWA,~~commerce ~~Omnicom~~services ~~Media~~to ~~Group,~~many ~~the DAS Group~~ of ~~Companies, and~~ the ~~Communications~~largest ~~Consultancy~~global ~~Network~~companies. ~~All~~Our ofproducts ~~our~~and ~~global networks integrate their~~ service offerings ~~with~~support ~~the~~client ~~Omnicom~~objectives ~~branded~~across practice areas, including Omnicom Health Group, Omnicom Precision Marketing Group, Omnicom Commerce Group, Omnicom Advertising Collective, Omnicom Public Relations Group, Omnicom Brand Consulting Group, Flywheel Digital and Omnicom Production, a practice area that brings together Omnicom’s global production capabilities, as well as our ~~Experiential~~primary ~~businesses~~focus ~~and~~areas: ~~Execution & Support businesses~~media, ~~which includes Omnicom Specialty Marketing Group. In August 2024~~content, ~~we announced the formation of Omnicom Advertising Group~~commerce, orgenerative ~~OAG~~AI, ~~a new global organization that aligns the world-class creative networks BBDO, DDB~~ and ~~TBWA,~~branding ~~as well as leading agencies within the Omnicom Advertising Collective~~communications. ~~OAG began operations in January 2025.~~

WeOmnicom’s ~~operate~~agencies inintegrate adata, ~~highly~~creativity, ~~competitive industry~~ and ~~compete~~technology ~~against~~to ~~other~~deliver ~~global,~~coordinated ~~national and regional advertising~~marketing, ~~marketing and~~ communications ~~services companies~~, ~~as well as technology, social media~~ and ~~professional~~commerce ~~services companies~~solutions. ~~The~~All ~~proliferation~~ of ~~media~~our ~~channels,~~agencies ~~including~~are ~~the~~supported ~~rapid~~by ~~development~~our ~~and~~integrated ~~integration~~technology ofplatform: ~~interactive~~Omni- ~~technologies~~including Acxiom and ~~media~~Interact, ~~has~~which ~~fragmented~~were ~~consumer~~acquired ~~audiences~~from ~~targeted~~IPG byand ~~our~~Flywheel ~~clients.~~Commerce ~~These~~Cloud, ~~developments~~as ~~make~~well itas ~~more~~privacy-focused ~~complex~~identity ~~for~~and ~~marketers~~data tomanagement ~~reach~~capabilities. ~~their~~These ~~target~~capabilities ~~audiences~~include inthe aintegration ~~cost~~of emerging AI-~~effective~~based ~~way~~tools, ~~causing~~such ~~them~~as togenerative ~~turn~~AI, tointo ~~Omnicom~~planning, ~~for~~creative aadvertising, ~~customized~~media, ~~mix of marketing~~ and ~~communications~~analytics ~~services designed to optimize their total marketing expenditure~~workflows.

OnOmnicom aclient ~~global,~~teams ~~pan-regional,~~collaborate and ~~local~~accelerate ~~basis,~~client-service ~~our~~innovation ~~networks,~~through ~~practice~~two ~~areas~~integral ~~and~~enterprise-wide ~~agencies~~solutions: ~~provide a comprehensive range of services in~~ the ~~following~~Global ~~fundamental~~Growth ~~disciplines:~~Team ~~Media~~(GGT) ~~& Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential,~~ and ~~Execution~~our &Client ~~Support.~~Success ~~Media~~Leaders ~~& Advertising includes creative services across digital and traditional media, strategic media planning and buying, performance media, data analytics services, and Omnicom Production~~(CSLs). ~~Precision~~GGT ~~Marketing~~ensures ~~includes~~an ~~digital and direct marketing~~integrated, ~~digital transformation consulting, e~~enterprise-~~commerce~~level ~~operations,~~view ~~media~~of ~~execution,~~client ~~market~~needs ~~intelligence~~ and ~~data~~innovative ~~and~~solutions ~~analytics.~~across ~~Public~~new ~~Relations~~business ~~services include corporate communications, crisis management, public affairs and media and media relations services~~development. ~~Healthcare~~CSLs ~~includes~~manage ~~corporate~~our ~~communications~~agency’s ~~and advertising and media services to global healthcare and pharmaceutical companies. Branding & Retail Commerce services include brand and product consulting~~capabilities, ~~strategy~~providing ~~and research and retail marketing. Experiential marketing services include live and digital events and experience design and execution. Execution & Support includes field marketing~~holistic, ~~sales~~tailored ~~support,~~solutions ~~digital~~across ~~and~~our ~~physical~~service ~~merchandising,~~lines ~~point-of-sale~~for ~~and~~individual ~~product~~client ~~placement,~~strategies ~~as well as other specialized marketing~~ and ~~custom~~key ~~communications~~performance ~~services.~~indicators We(KPIs) ~~operate~~to inenable ~~all major markets and have a large~~ client ~~base~~success. ~~Our geographic markets include the Americas, which includes North America and Latin America, Europe, the Middle East and Africa, or EMEA, and Asia-Pacific.~~

Our ~~business~~global ~~model~~networks ~~was~~include: ~~built~~Omnicom ~~and~~Advertising ~~continues~~(OA), toOmnicom ~~evolve~~Media ~~around our clients. While our networks~~(OM), ~~practice~~the ~~areas~~DAS ~~and~~Group ~~agencies~~of ~~operate~~Companies ~~under~~(DAS), ~~different names~~ and ~~frame~~the ~~their~~Communications ~~ideas~~Consultancy inNetwork ~~different~~(CCN). ~~disciplines,~~OA weincludes ~~organize~~ our ~~services~~creative ~~around~~brands, ~~our~~BBDO, ~~clients.~~TBWA, ~~Our~~and ~~fundamental~~McCann, ~~business~~which ~~principle~~we isacquired ~~that~~from ~~our~~IPG, ~~clients’~~and ~~specific requirements are~~ the ~~central~~brands ~~focus~~included ofwithin ~~how~~the weAdvertising ~~structure our service offerings and allocate our resources~~Collective. ~~This~~OM ~~client-centric~~includes ~~business~~OMD, ~~model~~PHD, ~~requires~~Hearts ~~that~~& ~~multiple~~Sciences, ~~agencies~~as ~~within~~well ~~Omnicom~~as ~~collaborate~~UM, inAcxiom, ~~formal~~Initiative and ~~informal~~Mediahub, ~~virtual~~which ~~client~~we ~~networks~~acquired ~~utilizing~~from ~~our key client matrix organization structure~~IPG. ~~This~~DAS ~~collaboration~~includes ~~allows~~Omnicom usPrecision toMarketing ~~cut~~and ~~across~~MRM, ~~our~~which ~~internal~~we ~~organizational~~acquired ~~structures~~from toIPG ~~execute~~and ~~our~~Omnicom ~~clients’~~Health, ~~marketing~~which ~~requirements~~includes inIPG ~~a consistent and comprehensive manner~~Health. WeCCN ~~use~~includes ~~our~~FleishmanHillard ~~client-centric~~and ~~approach to grow our business by expanding our service offerings to existing clients~~Ketchum, ~~moving~~as ~~into~~well ~~new~~as ~~markets~~Golin and ~~obtaining~~Weber ~~new clients. In addition~~Shandwick, which we ~~pursue~~acquired ~~selective~~from ~~acquisitions of complementary companies with strong entrepreneurial management teams that fill gaps in our service delivery to our existing clients~~IPG. ~~In addition to~~

~~collaborating~~On ~~through~~a ~~our~~global, ~~client~~pan-regional, ~~service~~and ~~models~~local basis, our agencies provide a comprehensive range of services in the following fundamental disciplines: Media & Advertising, ~~practice~~Precision ~~areas~~Marketing, ~~and~~Public ~~networks~~Relations, ~~collaborate~~Healthcare, ~~across~~Branding ~~internally~~& ~~developed~~Retail ~~technology~~Commerce, ~~platforms~~Experiential, and Execution & Support. ~~Annalect~~Media ~~and~~& ~~Omni~~Advertising includes strategic media planning, ~~our~~buying ~~proprietary~~and optimization, data and analytics, ~~platforms~~creative services, ~~serve~~and ascontent ~~the~~production. ~~strategic~~Precision ~~resource~~Marketing ~~for~~includes ~~all~~technology ofand ~~our~~digital ~~agencies~~transformation consulting, ~~practice~~decision ~~areas~~sciences, digital experience design, customer relationship management, and ~~networks~~e-commerce toand ~~share~~enterprise ~~when~~platforms. ~~developing~~Public ~~client~~Relations ~~service~~services ~~strategies~~include ~~across~~corporate ~~our~~communications, ~~virtual~~crisis ~~networks~~management, public affairs and media and media relations services. ~~These~~Healthcare ~~platforms~~includes ~~provide~~corporate ~~precision~~communications and advertising and media services to global healthcare and pharmaceutical companies. Branding & Retail Commerce includes brand and product consulting, strategy and research, and retail marketing. Experiential marketing services include live and ~~insights~~digital atevents ~~scale~~and ~~across~~experience ~~creative~~design and execution. Execution & Support includes field marketing, ~~media~~sales support, digital and physical merchandising, point-of-sale and product placement, as well as other specialized marketing and custom communications services. Our Omni platform integrates data and technology in support of the services provided by all of our disciplines. Our geographic markets include the Americas, which includes North America and Latin America, Europe, the Middle East and Africa (EMEA), and Asia-Pacific.

WeOur ~~believe~~business ~~generative~~model AIwas ~~will~~built ~~have~~and acontinues ~~significant~~to ~~effect~~evolve onaround ~~how~~our weclients. ~~provide~~While ~~services~~our tonetworks, ~~our~~connected ~~clients~~capabilities and ~~how~~agencies weoperate ~~enhance~~under ~~the~~different ~~productivity~~names ofand ~~our~~frame ~~people.~~their Asideas ~~with~~in ~~any~~different ~~new technology~~disciplines, we ~~are~~organize ~~working~~our ~~closely~~services ~~with~~around our clients. ~~and~~Our ~~technology~~fundamental ~~partners~~business toprinciple ~~take~~is ~~advantage~~that ofour ~~the~~clients’ ~~benefits~~specific ofrequirements AIare ~~while~~the ~~being~~central ~~mindful~~focus of ~~its~~how ~~limitations~~we ~~and~~structure ~~risks,~~our service offerings and ~~privacy~~allocate ~~concerns~~our resources. WeThis ~~are~~client-centric ~~committed~~business tomodel ~~responsible~~requires AIthat ~~practices~~multiple agencies and ~~collaboration~~disciplines towithin ~~harness~~Omnicom ~~AI's~~collaborate ~~potential,~~in ~~while~~formal ~~evaluating~~client ~~related risks~~networks, such as ~~ethical~~our ~~considerations~~CSLs and GGT, ~~public~~as ~~perception~~well ~~and~~as ~~reputational~~informal ~~concerns~~virtual client networks, ~~intellectual~~resulting ~~property~~in ~~protection,~~a ~~regulatory~~client ~~compliance,~~matrix ~~privacy~~organization ~~and~~structure. ~~data~~This ~~security~~collaboration ~~concerns~~allows us execute our clients’ marketing requirements in a consistent and comprehensive manner. We use our ~~ability~~client-centric approach to ~~effectively~~grow ~~adopt~~our ~~this~~business by expanding our service offerings to existing clients, moving into new ~~emerging~~markets ~~technology~~and obtaining new clients. ~~The~~In ~~rapidly~~addition, ~~developing~~we ~~nature~~pursue selective acquisitions of AIcomplementary ~~technology~~companies ~~makes~~with itstrong ~~difficult~~entrepreneurial tomanagement ~~assess~~teams ~~the~~that ~~full~~could ~~impact~~fill ongaps in our ~~business~~service atdelivery ~~this~~to ~~time~~our existing clients.

~~Driven~~We bybelieve generative AI and agentic AI have, and will continue to have, a significant impact on how we provide services to our clients’ ~~continuous~~and ~~demand~~how ~~for~~we ~~more~~enhance ~~effective~~the ~~and~~productivity ~~efficient~~of our people. As the marketing ~~activities~~industry adjusts to the evolving AI landscape, we ~~strive~~seek to ~~provide~~leverage anthese ~~extensive~~technologies ~~range~~to better serve our clients and maintain our competitive advantage. In January 2026, we unveiled our next generation of Omni, our proprietary marketing intelligence platform. Omni integrates our connected capabilities, high-quality and ~~communications~~comprehensive ~~services~~identity ~~through~~and ~~various~~data ~~client~~infrastructure, and cutting-~~centric~~edge ~~networks~~AI into a single operating system that ~~are~~we ~~organized~~believe will give clients a unified foundation to ~~meet~~connect ~~specific~~strategy, ~~client~~execution, ~~objectives~~and performance across their entire marketing ecosystem.

~~advertising~~As ~~marketing~~we ~~research~~continue ~~branding~~to ~~media~~make ~~planning~~investments ~~and~~in ~~buying~~new ~~content~~technologies, ~~marketing~~we ~~merchandising~~remain ~~and~~committed ~~point~~to ofresponsible ~~sale~~AI ~~corporate~~practices social responsibility consulting mobile marketing crisis communications multi-cultural marketing custom publishing non-profit marketing data analytics organizational communications database management package design digital/direct marketing and ~~post-production~~collaboration ~~services~~to ~~product~~harness ~~placement~~AI's ~~digital~~potential, ~~transformation~~while ~~consulting~~evaluating ~~promotional~~related ~~marketing~~risks, ~~entertainment~~such ~~marketing~~as ~~public~~ethical ~~affairs~~considerations, ~~experiential marketing~~ public ~~relations~~perception ~~field~~and ~~marketing~~reputational ~~retail~~concerns, ~~marketing~~intellectual ~~financial/corporate~~property ~~business-to-business~~protection, ~~advertising~~regulatory ~~retail~~compliance, ~~media~~privacy and ~~e-commerce~~data ~~graphic~~security ~~arts/digital~~concerns ~~imaging search engine marketing healthcare marketing~~ and ~~communications~~our ~~shopper~~ability ~~marketing~~to ~~instore~~effectively ~~design~~adopt ~~studio~~this ~~production~~new ~~interactive~~emerging ~~marketing~~technology. ~~social media marketing investor relations sports and event marketing~~

~~Certain~~Global ~~business~~economic ~~trends~~conditions ~~have impacted our business~~ and ~~industry.~~disruptions ~~These~~have ~~trends~~a ~~include~~direct ~~clients~~impact ~~increasingly~~on ~~expanding~~our ~~the~~business ~~focus~~and offinancial ~~their~~performance. ~~brand~~Adverse ~~strategies~~global ~~from~~economic ~~national~~conditions ~~markets to pan-regional~~ and ~~global~~disruptions ~~markets~~pose ~~and~~a ~~integrating~~risk ~~traditional~~that ~~and~~our ~~non-traditional~~clients ~~marketing~~may ~~channels~~reduce, aspostpone ~~well~~or ascancel ~~utilizing~~spending ~~new~~on ~~communications~~marketing ~~technologies~~ and ~~emerging~~communications ~~digital~~services, ~~platforms.~~which Aswould ~~clients~~reduce ~~increase~~the ~~their~~demand ~~demands~~ for ~~marketing~~our ~~effectiveness~~services. ~~and~~Revenue ~~efficiency,~~is ~~they~~typically ~~tend~~lower ~~to pursue~~in athe ~~strategy~~first ~~that~~and ~~covers~~third ~~all~~quarters ~~consumer~~and ~~touch~~higher ~~points~~ in anthe ~~economically~~second ~~effective~~and ~~manner.~~fourth ~~Our~~quarters, ~~portfolio~~reflecting ofclient ~~businesses~~spending ~~provides~~patterns ~~clients~~during ~~with~~the anyear, ~~array~~as ofwell ~~strategic~~as ~~options~~additional ~~and~~project wework ~~have~~that ~~structured~~usually ~~our~~occurs ~~business~~in ~~around~~the ~~these~~fourth ~~trends~~quarter. WeCertain ~~believe~~global ~~that~~events ~~our~~targeted ~~key~~by ~~client~~major ~~matrix~~marketers ~~organization~~for ~~structure~~advertising ~~approach~~expenditures, tosuch ~~collaboration~~as ~~and~~the ~~integration~~FIFA ofWorld ~~our~~Cup ~~services~~ and ~~solutions have provided a competitive advantage to our business in~~ the ~~past~~Olympics, and wecertain ~~expect~~national ~~this~~events, tosuch ~~continue~~as ~~over~~ the ~~medium and long term~~U. ~~Our key client matrix organization structure facilitates superior client management and allows for greater integration across our service platforms~~S. ~~Our~~election ~~overarching~~process, ~~strategy~~may isaffect ~~to continue to use~~ our ~~virtual~~revenue ~~client~~year-over-year ~~networks~~in tocertain ~~grow~~businesses. ~~our~~Typically, ~~business~~these ~~relationships~~events ~~with~~do ~~our~~not ~~largest~~have ~~clients~~a bysignificant ~~serving~~impact ~~them~~on ~~across~~ our ~~networks,~~revenue ~~disciplines~~in ~~and~~any ~~geographies~~period.

WeGiven ~~continually evaluate~~ our ~~portfolio~~size ~~of businesses to identify areas for investment~~ and ~~acquisition opportunities~~breadth, aswe ~~well~~monitor asseveral tofinancial ~~identify non-strategic or underperforming businesses for disposition~~indicators. InThe ~~January~~KPIs ~~2024,~~that we ~~acquired~~focus ~~Flywheel~~on ~~Digital,~~are ~~the~~revenue ~~digital~~growth ~~commerce business of Ascential plc, for a net cash purchase price of approximately $845 million. For information about our acquisitions~~ and ~~dispositions,~~variability ~~see Item 7, “MD&A - Acquisitions and Goodwill” and Notes 5, 14 and 15 to the consolidated financial statements. In each~~ of ~~the~~operating ~~three years ended December 31, 2024, none of our acquisitions or dispositions, individually or in the aggregate, were material to our results of operations or financial condition~~expenses.

~~The~~We ~~various~~analyze revenue growth by reviewing the components and mix of ~~our~~the ~~business~~growth, including ~~revenue~~growth by ~~discipline~~principal regional market, connected capabilities and ~~geographic~~marketing ~~area~~disciplines, the impact from foreign currency exchange rate changes, and ~~material~~growth ~~factors~~from ~~that~~our ~~affected~~largest usclients. inOperating ~~the~~expenses ~~three~~primarily ~~years~~consist ~~ended~~of ~~December 31~~cost of services, ~~2024~~selling, ~~are~~general ~~discussed~~and inadministrative ~~Item~~expenses, 7or SG&A, ~~Management’s~~and ~~Discussion~~depreciation and ~~Analysis~~amortization, ofand ~~Financial~~are ~~Condition~~analyzed ~~and~~for ~~Results~~each ofnetwork ~~Operations~~by ~~(“MD&A”)~~the Chief Operating Decision Maker, who allocates resources accordingly.

Driven by our clients’ continuous demand for more effective and efficient marketing activities, we strive to provide an extensive range of marketing and communications services through various client-centric networks that are organized to meet specific client objectives.

Our service offerings include:


			advertising						media planning and buying
			branding						merchandising and point of sale
			content marketing						mobile marketing
			crisis communications						multi-cultural marketing
			customer data analytics and data-driven decision making						organizational communications
			customer relationship management						package design
			decision sciences						performance marketing
			digital experience design						product placement
			digital transformation						promotional marketing
			e-commerce optimization						public affairs
			entertainment marketing						public relations
			experiential marketing						retail media and e-commerce
			field marketing						shopper marketing
			healthcare marketing and communications						structured innovation
			in-store design						studio production
			investor relations						social media and influencer marketing
			marketing research						sports and event marketing

Certain business trends have impacted our business and industry. These trends include clients increasingly expanding the focus of their brand strategies from national markets to pan-regional and global markets and integrating traditional and non-traditional marketing channels, as well as utilizing new communications technologies and emerging digital platforms. As clients increase their demands for marketing effectiveness and efficiency, they tend to pursue a strategy that covers all consumer touch points in an economically effective manner. Our portfolio of businesses provides clients with an array of strategic options and we have structured our business around these trends. We believe that our client matrix organization structure approach to collaboration and integration of our services and solutions have provided a competitive advantage to our business in the past and we expect this to continue over the medium and long term. Our client matrix organization structure facilitates superior client management and allows for greater integration across our service platforms. Our overarching strategy is to continue to use our CSLs to grow our business relationships with our largest clients by serving them across our networks, agencies and geographies.

The various components of our business, including revenue by discipline and geographic area, and material factors that affected us in the three years ended December 31, 2025, are discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).

Our Clients

Our clients operate in virtually every sector of the global economy, with no one industry representing more than 15% of our revenue in 2025. In many cases, multiple agencies, ~~practice~~within ~~areas~~our or networks serve different brands, product groups or both within the same client. For example, in ~~2024~~2025, our largest client represented 2.74% of revenue and was served by approximately ~~155~~144 of our agencies. Our 100 largest clients, which represent many of the major marketers, represented approximately 54% of revenue and were each served, on average, by approximately 55 of our agencies. 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.

Government Regulations

We are subject to various federal, state and local laws and regulations in the countries in which we conduct business. Compliance with these laws and regulations in the normal course of business did not have a material effect on our business, results of operations or financial condition. Additional information regarding the impact of government regulations on our business is included in Item 1A, “Risk Factors - Legal and Regulatory Risks.”

Human Capital Resources and Environmental Sustainability Initiatives

Our employees are our most important assets. We believe a critical component of our success depends on the ability to attract, develop and retain key personnel. The skill sets of our workforce across our agencies and within each discipline share many similarities. Common to all is the ability to understand the client’s brand or product and its selling proposition and to develop a unique message to communicate the value of the brand or product to the client’s target audience, whether through traditional channels or digital platforms. Recognizing the importance of this core competency, we support and develop our employees through training and development programs that build and strengthen employees’ leadership and professional skills.

Human capital management strategies are developed collectively by senior management, including the management teams of our networks, practice areas, and agencies, and are overseen by our Board of Directors. We are committed to efforts that ensure that the workplace is equitable, ethical, fosters an inclusive work environment across our global workforce and respects human rights. Our social and human capital management priorities include, among other things, adopting codes of conduct and business ethics, providing competitive wages and benefits, comprehensive training programs and succession planning.

At December 31, 2024, we employed approximately 74,900 people worldwide, including 31,200 people in the Americas, 26,800 people in EMEA, and 16,900 people in Asia-Pacific. The United States is our largest employee base, where we employed approximately 21,900 people. None of our regular employees in the United States are represented by a labor union. In certain countries outside the United States, primarily in Europe, some employees are represented by work councils. See MD&A for the effect of salary and related costs on our results of operations.

Our environmental sustainability initiatives focus on emissions reductions through efficiency of office space, energy usage, travel and vendor engagement. In connection with our environmental sustainability efforts, we are a signatory to the UN Global Compact, a principle-based framework to encourage businesses and firms worldwide to adopt sustainable and socially responsible policies. We support the UN Sustainable Development Goals, a collection of global goals designed to be a blueprint to achieve a better, more inclusive and sustainable future. Our emissions reductions strategy, in line with the 1.5 degree Celsius climate scenario, was submitted to and approved by the Science Based Target initiative, or SBTi, which publicly audits companies on their emissions reduction efforts. Various regulatory bodies have proposed or enacted climate-related reporting requirements and similar proposals, including the SEC’s climate-related reporting proposal and California’s climate-related disclosure laws. The European Union’s Corporate Sustainability Reporting Directive has established disclosure requirements based on the European Sustainability Reporting Standards, or ESRS. However, reporting standards based on ESRS requirements are evolving for sustainability reporting, and regulations in other international markets are still evolving. We are monitoring the requirements in all the jurisdictions we operate and evaluating the impacts of those requirements and related reporting timelines.

Information About Our Executive Officers

Name

Position

Age

John D. Wren

Chairman of the Board and Chief Executive Officer

Daryl Simm

President and Chief Operating Officer

Philip J. Angelastro

Executive Vice President and Chief Financial Officer

Louis F. Januzzi

Senior Vice President, General Counsel and Secretary

~~Mr.~~Human ~~Simm~~capital ~~was~~management ~~named~~strategies ~~President~~are ~~and~~developed ~~Chief~~collectively ~~Operating~~by ~~Officer~~senior inmanagement, ~~November~~including ~~2021~~the ~~and~~management ~~previously~~teams ~~served as Chief Executive Officer~~ of ~~Omnicom~~our ~~Media~~networks ~~Group~~and ~~for more than 20 years. Mr. Januzzi was named Senior Vice President~~agencies, ~~General Counsel~~ and ~~Secretary~~are inoverseen ~~December~~by ~~2022~~our ~~and~~Board ~~previously~~of ~~served~~Directors. asWe ~~Senior~~are ~~Vice~~committed ~~President~~to &efforts ~~Deputy~~that ~~General~~ensure ~~Counsel~~that -the ~~Corporate~~workplace ~~from~~is ~~May~~equitable, ~~2021~~ethical, tofosters ~~December~~an ~~2022~~inclusive ~~and~~work asenvironment ~~Associate~~across ~~General~~our ~~Counsel~~global -workforce ~~Corporate~~and ~~Development~~respects &human ~~Finance from March 2016 to May 2021~~rights. ~~All~~Our ~~other~~social ~~executive~~and ~~officers~~human ~~have~~capital ~~held~~management ~~their~~priorities ~~present~~include, ~~positions~~among ~~for~~other atthings, ~~least~~adopting ~~five~~codes ~~years.~~of ~~Additional~~conduct ~~information about our directors~~ and ~~executive~~business ~~officers~~ethics, ~~will~~providing ~~appear~~competitive inwages ~~our~~and ~~definitive proxy statement~~benefits, ~~which~~comprehensive istraining ~~expected~~programs toand besuccession ~~filed with the SEC in March 2025~~planning.

At December 31, 2025, we employed approximately 120,000 people worldwide, including 55,300 people in the Americas, 38,000 people in EMEA, and 26,700 people in Asia-Pacific. The United States is our largest employee base, where we employed approximately 37,700 people. None of our regular employees in the United States are represented by a labor union. In certain countries outside the United States, primarily in Europe, some employees are represented by work councils. See our MD&A for the effect of salary and related costs on our results of operations.

Our environmental sustainability initiatives include efforts to reduce greenhouse gas emissions through improvements in office space efficiency, energy usage, employee travel, and engagement with vendors. We are a signatory to the United Nations Global Compact and support the United Nations Sustainable Development Goals, both of which provide frameworks for advancing responsible business practices. Our emissions reduction strategy was reviewed and approved by the Science Based Targets initiative (SBTi) against a 1.5 degree Celsius scenario, and we continue to monitor developments in methodology and implementation.

Various regulatory bodies have adopted or proposed climate-related reporting requirements. In the United States, certain states such as California have enacted climate-related reporting obligations for some companies. In the European Union, the Corporate Sustainability Reporting Directive (CSRD) establishes sustainability disclosure requirements based on the European Sustainability Reporting Standards (ESRS) for in-scope companies. Sustainability reporting standards and requirements in other jurisdictions where we operate continue to evolve. We are monitoring these developments, assessing their potential impacts, and evaluating related reporting timelines to ensure we comply with applicable laws and regulations.

Information About Our Executive Officers

At January 30, 2026, our executive officers were:

Name

Position

Age

John D. Wren

Chairman of the Board and Chief Executive Officer

Daryl Simm

Co-President and Co-Chief Operating Officer

Philippe Krakowsky

Co-President and Co-Chief Operating Officer

Philip J. Angelastro

Executive Vice President and Chief Financial Officer

Louis F. Januzzi

Senior Vice President, General Counsel and Secretary

Mr. Simm was named President and Chief Operating Officer in November 2021 and became Co-President and Co-Chief Operating Officer in November 2025 and previously served as Chief Executive Officer of Omnicom Media Group for more than 20 years. Mr. Krakowsky became Co-President and Co-Chief Operating Officer in November 2025 after the completion of the Merger with IPG; he previously served as CEO of IPG for approximately five years. Mr. Januzzi was named Senior Vice President, General Counsel and Secretary in December 2022, and previously served as Senior Vice President & Deputy General Counsel - Corporate from May 2021 to December 2022 and as Associate General Counsel - Corporate Development & Finance from March 2016 to May 2021. All other executive officers have held their present positions for at least five years. Additional information about our directors and executive officers will appear in our definitive proxy statement on Schedule 14A for our annual meeting of shareholders to be held on May 5, 2026 (the “2026 Proxy Statement”), which is expected to be filed with the SEC in March 2026.

Available Information

We file annual, quarterly and current reports and any amendments to those reports, proxy statements and other information with the SEC. Documents we file with the SEC are available free of charge on our website at http://investor.~~omnicomgroup~~omc.com, as soon as reasonably practicable after such material is filed with the SEC. Any document we file with the SEC is available on the SEC’s website at www.sec.gov. The information included on or available through our website is not part of this or any other report we file with the SEC.

Item 1A. Risk Factors

Economic Risks

Adverse economic conditions, a reduction in client spending, a deterioration in the credit markets or a delay in client payments could have a material effect on our business, results of operations and financial condition.

Macroeconomic conditions have a direct impact on our business, results of operations and financial condition. Adverse economic conditions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major markets, and labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets, pose a risk that clients may reduce, postpone or cancel spending for marketing and communications services. Such actions would reduce the demand for our services and could result in a reduction in our revenue, which would adversely affect our business, results of operations and financial condition. A contraction or disruption in the credit markets may make it more difficult for us to meet our working capital requirements or refinance maturing debt, or negatively impact our clients’ liquidity that could cause them to delay payment or take other actions that would negatively affect our working capital. In such circumstances, we may need to obtain additional financing to fund our day-to-day working capital requirements, which may not be available on favorable terms, or at all. Even if we take action to respond to adverse economic conditions, reductions in revenue and disruptions in the credit markets by aligning our cost structure and more efficiently managing our working capital, such actions may not be effective.

demand for our services and could result in a reduction of our revenue, which would adversely affect our business, results of operations and financial condition. A contraction or disruption in the credit markets may make it more difficult for us to meet our working capital requirements or refinance maturing debt, or negatively impact our clients’ liquidity that could cause them to delay payment or take other actions that would negatively affect our working capital. In such circumstances, we may need to obtain additional financing to fund our day-to-day working capital requirements, which may not be available on favorable terms, or at all. Even if we take action to respond to adverse economic conditions, reductions in revenue and disruptions in the credit markets by aligning our cost structure and more efficiently managing our working capital, such actions may not be effective.

A period of sustained inflation across our major markets could result in higher operating costs.

Our principal operating expenses are salary and service costs and occupancy and related costs. Inflationary pressures typically result in increases to our operating expenses. In cases of sustained inflation across several of our major markets, it may become increasingly difficult to effectively control increases to our costs. In addition, the effects of inflation on consumer budgets could result in the reduction of our clients’ spending plans on the marketing and communications services we provide. If we are unable to increase our fees or take other actions to mitigate the effect of the resulting higher costs, our business, results of operations and financial condition could be negatively impacted.

In an economic downturn, the risk of a material loss related to media purchases and production costs incurred on behalf of our clients could significantly increase, and methods for managing or mitigating such risk may be less available or unavailable.

In the normal course of business, our agencies enter into contractual commitments with media providers and production companies on behalf of our clients at levels that can substantially exceed the revenue from our services. These commitments are included in accounts payable when the services are delivered by the media providers or production companies. If permitted by local law and the client agreement, many of our agencies purchase media and production services for our clients as an agent for a disclosed principal. In addition, while operating practices vary by country, media type and media vendor, in the United States and certain foreign markets, many of our agencies’ contracts with media and production providers specify that our agencies are not liable to the media and production providers under the theory of sequential liability until and to the extent we have been paid by our client for the media or production services.

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

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

Geopolitical events, international hostilities or acts of terrorism could have a material adverse effect on our business, results of operations and financial condition.

Current or future geopolitical events, international hostilities or acts of terrorism could impact global economies through, among other things, disruption of business operations and demand for client services, disruption in the credit markets, heightened risk of cybersecurity attacks and disruptions to our information technology infrastructure, increased energy costs and labor and supply chain disruptions. This could result in suspension of our, or our clients’ businesses in the affected region, which could impact client spending on our services. These actions could have a significant and adverse impact our business, results of operations and financial condition in the future. For example, as a result of the war in Ukraine, in the first quarter of 2022, we suspended our business operations in Ukraine and disposed of all our businesses in Russia. In addition, economic sanctions were imposed on Russia by the United States, United Kingdom, and the European Union. The war in Ukraine is ongoing, and its duration is uncertain. We cannot predict the impact of the war in Ukraine or other international hostilities on our businesses and operations.

Global public health crises or pandemics or other similar health crises could adversely impact our business, results of operations and financial condition.

When a public health crisis arises, demand for certain of our services may be adversely affected by government measures, including restrictions on travel and business operations and quarantine and stay-at-home orders arising from the occurrence of a pandemic, or similar global public health crises. The extent of the impact on our business will depend on numerous factors that we are not able to accurately predict, including the geographic regions that may be affected.

Business and Operational Risks

Clients periodically review and change their marketing and communications requirements and relationships. If we are unable to remain competitive or retain key clients, our business, results of operations and financial condition may be adversely affected.

We operate in a highly competitive industry. Key competitive considerations for retaining existing clients and winning new clients include our ability to develop solutions that meet client needs in a rapidly changing environment, the quality and effectiveness of our services and our ability to serve clients efficiently, particularly large multinational clients, on a broad geographic basis. From time to time, clients may put their marketing and communications business up for competitive review. We have won and lost accounts as a result of these reviews. To the extent that we are not able to remain competitive or retain key clients, our revenue may be adversely affected, which could have a material adverse effect on our business, results of operations and financial condition.

effectiveness of our services and our ability to serve clients efficiently, particularly large multinational clients, on a broad geographic basis. From time to time, clients may put their marketing and communications business up for competitive review. We have won and lost accounts as a result of these reviews. To the extent that we are not able to remain competitive or retain key clients, our revenue may be adversely affected, which could have a material adverse effect on our business, results of operations and financial condition.

Acquiring new clients and retaining existing clients depends on our ability to avoid and manage conflicts of interest arising from other client relationships, retaining key personnel and maintaining a highly skilled workforce.

Our ability to acquire new clients and retain existing clients may, in some cases, be limited by clients’ perceptions of, or policies concerning, conflicts of interest arising from our other client relationships. If we are unable to maintain multiple agencies to manage multiple client relationships and avoid potential conflicts of interests, our business, results of operations and financial condition may be adversely affected.

As a service business, our ability to attract and retain key personnel is an important aspect of our competitiveness. If we are unable to attract and retain key personnel, our ability to provide our services in the manner clients have come to expect may be adversely affected, which could harm our reputation and result in a loss of clients. Additionally, ~~which~~we may be unable to hire or retain talent who are trained in artificial intelligence, machine learning and advanced algorithms, to keep up with the rapid and ongoing technological advancements in our industry. Any of the foregoing could have a material adverse effect on our business, results of operations, and financial condition.

The loss of several of our largest clients could have a material adverse effect on our business, results of operations and financial condition.

In ~~2024~~2025, our largest client represented approximately 2.74% and our 100 largest clients represented approximately 54% of our revenue. Clients generally are able to reduce or cancel current or future spending on marketing and communications services at any time on short notice for any reason. A significant reduction in spending on our services by our largest clients, or the loss of several of our largest clients, if not replaced by new clients or an increase in business from existing clients, would adversely affect our revenue and could have a material adverse effect on our business, results of operations and financial condition.

We rely extensively on information technology systems and data, and cybersecurity incidents could adversely affect us.

We rely on our own and third-party service providers’ information technology systems and infrastructure that are critical to our business, to connect with our clients, people and others, and to collect, store, transfer, process and use business, personal and financial data. We face cybersecurity risks that threaten the confidentiality, integrity and availability of our information technology systems or data stored on such systems. Additionally, hardware, software applications or services that we develop or procure from third parties may contain defects in design or manufacture or other problems that could compromise the confidentiality, integrity or availability of our information technology systems or data stored on such systems.

5Cybersecurity threats and attacks, including computer viruses, social engineering/phishing, malfeasance by insiders, human or technological error, advanced persistent threats, malware, hacking, ransomware or other destructive or disruptive activities or software, are constantly evolving and pose a risk to our information technology systems and data. Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated using techniques and tools, including AI, that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our information technology systems and data. There can be no assurance that our cybersecurity risk management program and processes will be fully implemented, complied with or effective in detecting and preventing such threats or protecting our information technology systems or data. Security breaches, improper use of our systems and unauthorized access to our data and information by employees and others may pose a risk that data may be exposed to unauthorized persons. Such occurrences could adversely affect our business, results of operations, financial condition and reputation and could result in litigation or regulatory action, as discussed below. Also, we have acquired or may acquire companies that have cybersecurity vulnerabilities or different cybersecurity risk management processes, which may increase our risks from cybersecurity threats and attacks.

~~Cybersecurity~~In ~~threats and attacks~~addition, ~~including~~we ~~computer~~make ~~viruses,~~extensive ~~advanced~~use ~~persistent~~of ~~threats,~~third-party ~~malware,~~service ~~hacking~~providers, ~~ransomware~~including orcloud ~~other destructive or disruptive activities or software~~providers, ~~are constantly evolving and pose a risk to our information technology systems and data. There can be no assurance~~ that ~~our cybersecurity risk management program and processes will be fully implemented~~store, ~~complied~~transmit ~~with or effective in detecting~~ and ~~preventing~~process ~~such threats or protecting our information technology systems or~~ data. ~~Security~~These ~~breaches,~~third-party ~~improper~~service ~~use~~providers ofare ~~our~~also ~~systems~~subject ~~and unauthorized access~~ to ~~our~~cybersecurity ~~data~~risks ~~and information by employees and others may pose a risk~~ that ~~data may be exposed to unauthorized persons. Such occurrences~~ could adversely affect our business, results of operations, financial condition and reputation and could result in litigation or regulatory action, as discussed below. Also, we have acquired or may acquire companies that have cybersecurity vulnerabilities or different cybersecurity risk management processes, which may increase our risks from cybersecurity threats and attacks.

In addition, we make extensive use of third-party service providers, including cloud providers, that store, transmit and process data. These third-party service providers are also subject to malicious attacks and cybersecurity threats that could adversely affect our business, results of operations, financial condition and reputation and could result in litigation or regulatory action, as discussed below.

Currently, many of our agencies operate in a flexible working environment that allows for partial remote work. The number of personnel working remotely varies by market and is dependent on local conditions. When our employees work remotely, the risk of cybersecurity incidents and attacks and unauthorized exposure of sensitive business and client advertising and marketing information, as well as personal data or information, increases.

We and certain of our third-party providers regularly experience cyberattacks and other incidents, and we expect such attacks and incidents to continue. For example, we have experienced cybersecurity incidents that resulted in the disruption of our information technology systems and required us to engage third parties to remediate the issues. While, to date, no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future. Any attack or incident could result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts, and/or significant incident response, system restoration or remediation and future compliance costs, which could materially adversely affect our business, results of operations and financial condition. We also cannot guarantee that any such costs or losses will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

~~We are subject to risks related to our use of generative AI, a new and emerging technology, which is in the early stages of commercial use.~~6

~~We continually evaluate the use of AI in our business processes,~~ and infuture 2023, we entered into strategic partnerships with leading AI technology companies, enabling enhanced product and service capabilities in generative AI. In recent years, the use of AI has come under increased scrutiny. This technology, which is a new and emerging technology in early stages of commercial use, presents a number of risks inherent in its use, including ethical considerations, public perception and reputation concerns, intellectual property protection, regulatory compliance ~~and privacy and data security concerns~~costs, ~~all of~~ which could ~~have~~materially aadversely ~~material~~affect ~~adverse effect on~~ our business, results of operations and financial condition. ~~Further,~~We ~~new~~also ~~laws,~~cannot ~~guidance~~guarantee ~~and~~that ~~decisions~~any insuch ~~this~~costs ~~area~~or ~~may~~losses ~~limit~~will ~~our~~be ~~ability~~covered toby ~~use~~our AIexisting orinsurance ~~decrease~~policies ~~its~~or ~~usefulness.~~that Asapplicable ainsurance ~~result,~~will webe ~~cannot~~available ~~predict~~to ~~future~~us ~~developments~~ in AIthe ~~and~~future ~~related~~on ~~impacts~~economically toreasonable ~~our~~terms ~~business~~or ~~and~~at ~~our industry~~all. IfAdditionally, wehardware, ~~fail~~software toapplications ~~increase~~or ~~our~~services ~~capabilities~~that inwe ~~generative~~develop ~~AI,~~ or ifprocure wefrom ~~are~~third ~~unable~~parties tomay ~~successfully~~contain ~~adapt~~defects toin ~~new~~design ~~developments~~or ~~related~~manufacture toor ~~the~~other ~~risks~~problems ~~and~~that ~~challenges~~could ~~associated~~compromise ~~with~~the AIconfidentiality, ~~demand~~integrity ~~for~~or ~~our~~availability ~~services~~of ~~could be reduced, and~~ our ~~business,~~information ~~results~~technology ofsystems ~~operations~~or ~~and~~data ~~financial~~stored ~~condition~~on ~~could~~such ~~be negatively impacted~~systems.

We are subject to risks related to our use of generative AI and agentic AI, new and emerging technologies, which are in the early stages of commercial use and subject to evolving legislative and regulatory requirements.

We continually evaluate the use of AI in our business processes, and in 2023, we entered into strategic partnerships with leading AI technology companies, enabling enhanced product and service capabilities using AI. We recently announced the new Omni platform that further enhances our product offerings using innovative AI tools and data analytic technologies. With the emergence of AI, the use of AI has come under increased scrutiny. These technologies present a number of risks inherent to their use, including ethical considerations, public perception and reputation concerns, intellectual property protection, intellectual property infringement or misappropriation, regulatory compliance, privacy and data security concerns, and risks related to AI algorithms and training methodologies that may be flawed, datasets or outputs that may be over-broad, insufficient or contain biased, misleading or inaccurate information, harmful content, or defamation, as well as concerns about accuracy, health and safety, all of which could have a material adverse effect on our business, results of operations and financial condition. Evolving rules, regulations and industry standards governing AI may require us to spend significantly to modify, maintain, or align our business practices, solutions and services, the nature of which cannot be determined at this time and may be inconsistent from region to region. There is increasing divergence globally among AI regulations, which will require us to navigate different obligations in different geographies. Further, new laws, guidance and decisions in this area may limit our ability to use AI and related technologies or decrease their usefulness to our businesses. As a result, we cannot predict future developments in AI and related impacts to our business and our industry. If we fail to increase our capabilities in AI, or if we are unable to successfully adapt to new developments related to the risks and challenges associated with AI, demand for our services could be reduced, and our business, results of operations and financial condition could be negatively impacted.

Failure to adapt to technological developments, including emerging technologies such as generative AI and agentic AI, could adversely affect our competitive position, reputation, client relationships, results of operations and financial condition.

Our industry is highly competitive and subject to rapid technological change. Our ability to remain competitive depends in part on our ability to anticipate, develop, acquire and integrate new technologies, platforms and capabilities, including data-driven solutions, automation, generative AI and agentic AI. These technologies may require significant and ongoing investment, involve long development cycles and uncertain returns, and may not be accepted by clients or generate expected benefits.

If we fail to keep pace with technological developments, or if competitors or new market entrants adopt new technologies more quickly or effectively, or if our clients develop their own AI-related capabilities, our services could become less attractive to clients, our competitive position could be harmed, and our revenues and profitability could decline. In addition, the use of emerging technologies presents risks related to intellectual property, ethics, data privacy, cybersecurity and regulatory compliance. Any failure to address these risks effectively could adversely affect our reputation, client relationships, business results of operations and financial condition.

Our liquidity, long-term financing needs, credit rating and access to capital markets is dependent on our agencies, operating cash flow.

Our agencies’ operating cash flows have a significant impact on our liquidity and access to short-term and long-term financing in the capital markets. We maintain a committed, unsecured multi-currency revolving credit facility, which also provides us with the ability to issue commercial paper, and to manage and support our operating liquidity in the short term. In addition, we issue senior long-term notes in the capital markets. If our agencies’ operating cash flow significantly declines or any of these sources were unavailable to us or insufficient, our liquidity and ability to refinance our long-term debt could be impeded. We could be required to restructure our debt, sell assets or take other actions, and our business, results of operations and financial condition would be adversely affected. In addition, our credit rating, which is also dependent on our agencies operating cash flows among other factors, has a direct effect on our ability to obtain bank financing and access the capital markets. A downgrade to our credit rating, for any reason, could increase our borrowing costs, reduce our capacity to borrow, or impede our ability to access the capital markets, and our results of operations and financial condition would be adversely affected. See Part II for further discussion of our liquidity and capital resources.

Risks Related to International Operations

Currency exchange rate fluctuations have impacted, and in the future could impact, our business, results of operations and financial condition.

In ~~2024~~2025, our international operations represented approximately 4847% of our revenue. We operate in all major international markets including the Euro Zone, the United Kingdom, or the U.K., Australia, Brazil, Canada, China and Japan. Our agencies transact business in more than 50 different currencies. Substantially all of our foreign operations transact business in their local currency and, accordingly, their financial statements are translated into U.S. Dollars. As a result, both adverse and beneficial fluctuations in foreign exchange rates impact our business, results of operations and financial condition. In addition, funds transferred to the United States can be adversely or beneficially impacted by changes in foreign currency exchange rates.

transact business in more than 50 different currencies. Substantially all of our foreign operations transact business in their local currency and, accordingly, their financial statements are translated into U.S. Dollars. As a result, both adverse and beneficial fluctuations in foreign exchange rates impact our business, results of operations and financial condition. In addition, funds transferred to the United States can be adversely or beneficially impacted by changes in foreign currency exchange rates.

We operate in high-growth markets and developing countries, which often carry greater risks and uncertainties that could have a material adverse effect on our business, results of operations and financial condition.

The operational and financial performance of our international businesses are affected by global and regional economic conditions, competition for new business and personnel, currency exchange rate fluctuations, political conditions, differing tax and regulatory environments and other risks associated with extensive international operations. We conduct business in numerous high-growth markets and developing countries. Such countries tend to have longer billing collection cycles, currency repatriation restrictions and commercial laws that can be undeveloped, vague, inconsistently enforced, retroactively applied or frequently changed. Our operations are also subject to the United States Foreign Corrupt Practices Act and other anti-corruption and anti-bribery laws and regulations. These laws and regulations are complex and stringent, and any changes and violations could have an adverse effect on our business and reputation. Our business, results of operations and financial condition can be adversely affected if we are unable to effectively operate, or manage the risks associated with operating in these markets and countries. For financial information by geographic region, see Notes 3 and 8 to the consolidated financial statements.

6Risks Related to the Merger with IPG

~~bribery~~Uncertainties ~~laws~~associated ~~and~~with ~~regulations.~~the ~~These~~Merger ~~laws~~may ~~and~~cause ~~regulations~~a ~~are~~loss ~~complex~~of ~~and~~our ~~stringent,~~management personnel and ~~any~~other ~~changes~~key ~~and~~employees, ~~violations~~which could ~~have~~adversely anaffect ~~adverse effect on~~ our business ~~and reputation. Our business~~, results of operations and financial condition ~~can be adversely affected if we are unable to effectively operate, or manage the risks associated with operating in these markets and countries~~. ~~For financial information by geographic region, see Notes 3 and 8 to the consolidated financial statements.~~

We depend on the experience and industry knowledge of our officers and other key employees to execute our business plans. The success of the combined company depends, in part, on our ability to retain key management personnel and other key employees. Our current and prospective employees may experience uncertainty about their roles following the Merger, which may have an adverse effect on our ability to retain or attract key management and other key personnel. If we are unable to retain personnel who are critical to the future operations of the company, including our key management, we could face disruptions in our respective operations, loss of existing clients, loss of key information, expertise or know‑how and unanticipated additional recruitment and training costs. In addition, the loss of our key personnel could diminish the anticipated benefits of the Merger. No assurance can be given that the combined company, following the Merger, will be able to retain or attract our key management personnel and other key employees to the same extent that we have previously been able to retain or attract personnel.

We have incurred and are expected to continue to incur significant costs in connection with the Merger and integration of IPG, which may be in excess of those anticipated by us.

We have incurred and will continue to incur transaction costs related to formulating and implementing integration plans, including facilities, systems and service contract consolidation costs and employment‑related costs. We will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Merger and the integration of IPG. Although we expect that the elimination of duplicative costs, as well as the realization of other synergies related to the integration of the businesses, should allow the combined company to offset integration‑related costs over time, this net benefit may not be achieved in the near term, or at all. For additional information, see “Risk Factors - The failure to integrate our and IPG’s businesses and operations successfully in the expected time frame may adversely affect our business, results of operations and financial condition.” The costs described above, as well as other unanticipated costs and expenses, could adversely affect our results of operations, financial condition and cash flows.

The failure to integrate our and IPG’s businesses and operations successfully in the expected time frame may adversely affect our business, results of operations and financial condition.

Following the completion of the Merger, our and IPG’s businesses may not be integrated successfully. It is possible that the continued integration process could result in the loss of our key employees, the loss of clients, service providers, vendors or other business counterparties, the disruption of our businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses, or delays associated with the Merger. Specifically, the following challenges, among others, must be addressed in integrating our and IPG’s operations in order to realize the anticipated benefits of the Merger:

•combining operations and corporate functions and the resulting difficulties associated with managing a larger, more complex, diversified business;

•combining our businesses in a manner that permits us to achieve the cost savings and operating synergies anticipated from the Merger;

•integrating personnel and minimizing the loss of key employees;

•identifying and eliminating redundant functions and assets;

•harmonizing operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

•maintaining existing agreements with clients, service providers, vendors and other business counterparties and avoiding delays in entering into new agreements with prospective clients, service providers, vendors and other business counterparties;

•addressing possible differences in business backgrounds, corporate cultures and management philosophies; and

•consolidating our operating, administrative and information technology infrastructure and financial systems.

In addition, at times, the attention of certain members of our management and our resources may be focused on integration of the businesses of the two companies, reducing availability for day‑to‑day business operations or other opportunities that may be beneficial, which may disrupt our ongoing operations.

The Merger may result in a loss of our clients, service providers, vendors, joint venture participants and other business counterparties and may result in the termination of existing contracts.

Some of our clients, service providers, vendors, joint venture participants and other business counterparties may terminate or scale back their current or prospective business relationships with us after the Merger. If relationships with clients, service providers, vendors, joint venture participants and other business counterparties are adversely affected by the Merger, or we lose the benefits of existing contracts due to conflicts that may arise in connection with the Merger or other factors discussed above, our business, results of operations, financial condition and cash flows could be adversely affected.

We may fail to realize all of the anticipated benefits of the Merger.

The success of the Merger will depend, in part, on our ability to realize the cost savings, operating synergies and other benefits from combining our and IPG’s businesses. The anticipated cost savings, operating synergies and other benefits of the Merger may not be realized fully or at all, may take longer to realize than expected, or may result in other adverse effects that we do not currently foresee, in which case, among other things, the Merger may not be accretive to adjusted earnings per share and may not generate significant cash to return to stockholders via share repurchases or other means. Some of the assumptions that we have made, such as the achievement of the anticipated benefits related to combining complementary assets to create a portfolio of services and products that expand client opportunities, and advances in our ability to innovate and develop new products and services, may not be realized. The integration process may result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the Merger that could adversely impact us.

Our future results following the Merger will suffer if we do not effectively manage expanded operations.

Following the Merger, the size and complexity of our Company has increased significantly. Our future success will depend, in part, upon our ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management of a larger number of operations and geographies and associated increased costs and complexity. We may also face increased scrutiny from, and/or additional regulatory requirements of, governmental authorities as a result of the significant increase in the size and complexity of the business. There can be no assurances that the combined company will be successful or that we will realize the expected operating synergies, cost savings or other benefits currently anticipated from the Merger.

Risks Related to Acquisitions

We may be unsuccessful in evaluating material risks involved in completed and future acquisitions.

We regularly evaluate potential acquisitions of businesses that are complementary to our businesses and service offerings, and in some cases, associated technological capabilities and assets. As part of the process, we conduct business, legal and financial due diligence to identify and evaluate material risks involved in any particular transaction, including business strategy and operational execution. Despite our efforts, we may be unsuccessful in ascertaining or evaluating all such risks. As a result, the intended advantages of any given acquisition may not be realized. If we fail to identify certain material risks from one or more acquisitions, our business, results of operations and financial condition could be adversely affected.

Our goodwill is an intangible asset that may become impaired, which could have a material adverse effect on our business, results of operations and financial condition.

In accordance with ~~generally accepted accounting principles in the United States, or~~ U.S. GAAP ~~or GAAP~~, we have recorded a significant amount of goodwill related to our acquisitions including goodwill recorded in connection with the Merger, see Notes 5 and 6 to the consolidated financial statements; a substantial portion of which represents the intangible specialized know-how of the acquired workforce. As discussed in Note 2 to the consolidated financial statements, we review the carrying value of goodwill for impairment annually on May 1 and whenever events or circumstances indicate the carrying value may not be recoverable. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from future actual results of operations and cash flows. While we have concluded, for each year presented in the financial statements included in this report, that our goodwill is not impaired, future events could cause us to conclude that the goodwill associated with a given operation may become impaired. Any resulting non-cash impairment charge could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to the Proposed Merger with IPG

The Merger may not be completed, and the Merger Agreement may be terminated in accordance with its terms.

The Merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the Merger, including, among others, the approval by our stockholders of our share issuance proposal, the approval by IPG stockholders of the proposal to adopt the Merger Agreement, the receipt of requisite regulatory approvals and the approval for listing on the New York Stock Exchange, or NYSE, of the shares of our common stock issuable to IPG stockholders pursuant to the Merger Agreement.

These conditions to the completion of the Merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed. In addition, if the Merger is not completed by December 8, 2025, which date may be extended to June 8, 2026 in certain circumstances, either we or IPG may choose not to proceed with the Merger by terminating the Merger Agreement, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval. In addition, we and IPG may elect to terminate the Merger in certain other circumstances as set forth in the Merger Agreement. If the Merger Agreement is terminated under specified circumstances, Omnicom would be required to pay IPG a termination fee of $676 million. Additionally, if the Merger Agreement is terminated in circumstances where the Omnicom shareholders have not approved our share issuance proposal, then Omnicom has agreed to reimburse IPG’s expenses up to $25 million.

Failure to complete the Merger could negatively impact the price of shares of our common stock, as well as our business and results of operations.

If the Merger is not completed for any reason, our business and results of operations may be adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including:

•we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock;

•we may experience negative reactions from clients, vendors, joint venture participants and other third parties with whom we do business, which in turn could affect our business operations or our ability to compete for new business or obtain renewals in the marketplace more broadly;

•we may experience negative reactions from employees;

•we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees; and

•we will have expended time and resources that could otherwise have been spent on our existing business and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and results of operations may be adversely affected.

If the Merger Agreement is terminated under specified circumstances, we may be required to pay IPG a termination fee or other termination‑related payment as discussed above.

Uncertainties associated with the Merger may cause a loss of our and IPG’s management personnel and other key employees, which could adversely affect the business and operations of the combined company following the Merger.

Each of Omnicom and IPG depends on the experience and industry knowledge of its officers and other key employees to execute its business plans. The success of the combined company after the Merger will depend, in part, on its ability to retain key management personnel and other key employees. Our and IPG’s current and prospective employees may experience uncertainty about their roles within the combined company following the Merger or other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on our and IPG’s ability to retain or attract key management and other key personnel. If we or IPG are unable to retain personnel, including our or IPG’s key management, who are critical to the future operations of the companies, we and IPG could face disruptions in our respective operations, loss of existing clients, loss of key information, expertise or know‑how and unanticipated additional recruitment and training costs. In addition, the loss of our and IPG’s key personnel could diminish the anticipated benefits of the Merger. No assurance can be given that the combined company, following the Merger, will be able to retain or attract our and IPG’s key management personnel and other key employees to the same extent that we and IPG have previously been able to retain or attract personnel.

Our and IPG’s business relationships may be subject to disruption due to uncertainty associated with the Merger, which could have a material effect on our business, results of operations, financial condition and cash flows or those of the combined company following the Merger.

Parties with whom we or IPG do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with us or IPG following the Merger. Our and IPG’s business relationships may be subject to disruption as clients, vendors, landlords, joint venture participants and other third parties with whom we or IPG do business may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than us or IPG. These disruptions could have a material and adverse effect on our and IPG’s business, results of operations, financial condition and cash flows, regardless of whether the Merger is completed, as well as a material and adverse effect on the combined company’s ability to realize the expected cost savings, operating synergies and other benefits of the Merger. The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

The Merger Agreement subjects us to restrictions on business activities prior to the effective time of the Merger.

The Merger Agreement restricts us from entering into certain corporate transactions and taking other specified actions without the consent of IPG and generally requires us to continue our operations in the ordinary course through the completion of the Merger. These restrictions could be in place for an extended period of time if completion of the Merger is delayed and could prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Merger.

We are expected to incur significant costs in connection with the Merger and integration of the two companies, which may be in excess of those anticipated by us.

We have incurred and expect to continue to incur costs associated with negotiating and completing the Merger and combining the operations of the two companies. These costs have been, and will continue to be, substantial. The substantial majority of costs will consist of transaction costs related to the Merger and include, among others, fees paid to financial, legal and accounting advisors, filing fees, employee retention and other employment-related costs, and debt restructuring costs. Many of these costs will be borne by us even if the Merger is not completed.

We will also incur transaction costs related to formulating and implementing integration plans, including facilities, systems and service contract consolidation costs and employment‑related costs. We will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Merger and the integration of the two companies’ businesses. Although we expect that the elimination of duplicative costs, as well as the realization of other synergies related to the integration of the businesses, should allow the combined company to offset integration‑related costs over time, this net benefit may not be achieved in the near term, or at all. For additional information, see “Risk Factors - The failure to integrate our and IPG’s businesses and operations successfully in the expected time frame may adversely affect the combined company’s business and results of operations.” The costs described above, as well as other unanticipated costs and expenses, could adversely affect the results of operations, financial condition and cash flows of the combined company following the completion of the Merger.

Litigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial costs to us.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Lawsuits that may be brought against us, IPG, or our or their directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger. One of the conditions to the closing of the Merger is that no Law or Order (each as defined in the Merger Agreement) is promulgated, entered, enforced, enacted or issued by any governmental entity of competent jurisdiction in which we, IPG, or our or their subsidiaries have material assets or material business operations, which prohibits, restrains or makes illegal the consummation of the Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all, which may adversely affect our businesses, results of operations, financial condition and cash flows. In addition, either we or IPG may terminate the Merger Agreement if any Law or Order has been promulgated, entered, enforced, enacted or issued by any governmental entity of competent jurisdiction in which we, IPG, or our or their subsidiaries have material assets or material business operations, which is in effect and permanently prohibits, restrains, enjoins or makes illegal the consummation of the Merger, so long as our or Merger Sub’s (in the case of a termination by us) or IPG’s (in the case of a termination by IPG) material breach of any obligations under the Merger Agreement has not been the primary cause of, or resulted in, the enactment or issuance of such Law or Order, decree, ruling, injunction or other action.

There can be no assurance that any of the defendants would be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the combined company’s business, results of operations, financial condition and cash flows.

The failure to integrate our and IPG’s businesses and operations successfully in the expected time frame may adversely affect the combined company’s business and results of operations.

We and IPG have operated and, until the completion of the Merger, will continue to operate independently. Following the completion of the Merger, our and IPG’s businesses may not be integrated successfully. It is possible that the integration process could result in the loss of our or IPG’s key employees, the loss of clients, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses, delays, or regulatory conditions associated with and following completion of the Merger; or higher‑than‑expected integration costs and an overall post‑completion integration process that takes longer than originally anticipated. Specifically, the following challenges, among others, must be addressed in integrating our and IPG’s operations in order to realize the anticipated benefits of the Merger:

•combining the companies’ operations and corporate functions and the resulting difficulties associated with managing a larger, more complex, diversified business;

•combining our and IPG’s businesses in a manner that permits the combined company to achieve the cost savings and operating synergies anticipated to result from the Merger;

•avoiding delays in connection with the completion of the Merger or the integration process;

•integrating personnel from the two companies and minimizing the loss of key employees;

•identifying and eliminating redundant functions and assets;

•harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

•addressing possible differences in business backgrounds, corporate cultures and management philosophies; and

•consolidating the companies’ operating, administrative and information technology infrastructure and financial systems.

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the Merger and the integration of the businesses of the two companies and may reduce their availability for day‑to‑day business operations or other opportunities that may be beneficial, which may disrupt each company’s ongoing operations and the operations of the combined company.

The Merger may result in a loss of our and IPG’s clients, service providers, vendors, joint venture participants and other business counterparties, and may result in the termination of existing contracts.

Following the Merger, some of our and IPG’s clients, service providers, vendors, joint venture participants and other business counterparties may terminate or scale back their current or prospective business relationships with the combined company. In addition, we and IPG have contracts with clients, service providers, vendors, joint venture participants and other business counterparties that may require us or IPG to obtain consents from these other parties in connection with the Merger, which may not be obtained on favorable terms or at all. If relationships with clients, service providers, vendors, joint venture participants and other business counterparties are adversely affected by the Merger, or if the combined company, following the Merger, loses the benefits of the contracts of Omnicom or IPG, the business, results of operations, financial condition and cash flows of the combined company could be adversely affected.

The combined company may fail to realize all of the anticipated benefits of the Merger.

The success of the Merger will depend, in part, on our ability to realize the cost savings, operating synergies and other benefits from combining our and IPG’s businesses. The anticipated cost savings, operating synergies and other benefits of the Merger may not be realized fully or at all, may take longer to realize than expected, or may result in other adverse effects that we do not currently foresee, in which case, among other things, the Merger may not be accretive to adjusted earnings per share for both us and IPG and may not generate significant cash to return to stockholders via share repurchases or other means. Some of the assumptions that we and IPG have made, such as the achievement of the anticipated benefits related to combining complementary assets to create a portfolio of services and produces that expand client opportunities, and advances in both companies’ ability to innovate and develop new products and services, may not be realized. The integration process may, for each of us and IPG, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the Merger that could adversely impact the combined company.

The future results of the combined company following the Merger will suffer if the combined company does not effectively manage its expanded operations.

Following the Merger, the size and complexity of the combined company will increase significantly compared to the separate businesses of each of Omnicom and IPG. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management of a larger number of operations and geographies and associated increased costs and complexity. The combined company may also face increased scrutiny from, and/or additional regulatory requirements of, governmental authorities as a result of the significant increase in the size and complexity of the business. There can be no assurances that the combined company will be successful or that it will realize the expected operating synergies, cost savings or other benefits currently anticipated from the Merger.

Legal and Regulatory Risks

Laws and regulations and actions of consumer advocates may limit the scope and content of our services, affect our ability to meet our clients’ needs, result in third-party claims, litigation, regulatory proceedings or government investigations, or otherwise have a material adverse effect on our business, results of operations and financial condition.

Government agencies and consumer groups directly or indirectly affect or attempt to affect the scope, content and manner of presentation of marketing and communications services, through regulation or other governmental action, which could affect our ability to meet our clients’ needs. Such regulation may seek, among other things, to limit the tax deductibility of advertising expenditures by certain industries or for certain products and services. In addition, there has been a tendency on the part of businesses to resort to the judicial system to challenge advertising practices and claims, which could cause our clients affected by such actions to reduce their spending on our services, and from time to time we may be subject to claims, lawsuits, regulatory proceedings or government investigations into whether our business practices comport with applicable law. Regardless of the merit of such claims, lawsuits, proceedings or investigations, defending against them could cost us a significant amount of time and money and result in negative publicity. Any regulatory or judicial action that affects our ability to meet our clients’ needs or reduces client spending on our services could have a material adverse effect on our business, results of operations and financial condition.

Compliance with ever evolving federal, state, and foreign laws, regulations and other requirements relating to the handling of information about individuals involves significant expenditure and resources, and any failure by us or our vendors to comply could materially adversely affect our business, results of operations and financial condition.

The use of personal information is critical to our advertising and marketing services. We, and third-party vendors acting on our behalf, process personal information ~~related~~relating to individuals, including ~~from and about individuals we may advertise to~~consumers, ~~actual and prospective~~ clients, employees, and service providers. WeAs ~~and~~a ~~our~~result, ~~vendors~~we are subject to a ~~variety~~complex and evolving framework of federal, state, and foreign ~~laws~~privacy, ~~rules~~data protection, marketing, advertising, and internet tracking laws, regulations, industry standards, and ~~other~~contractual ~~requirements~~obligations. ~~related~~These torequirements ~~privacy,~~generally ~~use~~mandate ofdisclosures ~~personal~~regarding ~~information,~~data ~~marketing~~practices and ~~advertising,~~provide ~~and~~individuals ~~internet~~with ~~tracking~~expanded ~~technologies.~~rights ~~These~~to ~~requirements~~access, ~~and their application~~delete, ~~interpretation~~correct, ~~and~~or ~~amendments~~restrict ~~are~~the ~~constantly~~use ~~evolving~~of ~~and~~their ~~developing.~~personal information, including for targeted advertising.

10Regulators and legislators in the European Union, the United Kingdom, and the United States have increasingly focused on the use of online tracking technologies and the sharing of personal information with third parties for targeted or behavioral advertising. This has resulted in new or updated requirements under the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other U.S. state privacy laws. If these laws or regulations are adopted, interpreted, or enforced in a manner that restricts our current practices, or if private market participants impose limitations on tracking technologies in response to privacy concerns, our digital services could become less effective, more costly to deliver, or subject to additional legal and operational constraints.

~~Among~~Any ~~other~~actual ~~things,~~or ~~such~~perceived ~~laws~~failure ~~generally:~~by ~~require~~us ~~disclosures~~or ~~about~~ the third parties on which we rely to comply with applicable privacy and data ~~collection,~~protection ~~use~~requirements could result in regulatory investigations or enforcement actions, ~~and~~litigation ~~disclosure~~(including ~~practices~~class ofactions), ~~covered~~fines ~~businesses~~and penalties, reputational harm, and ~~provide~~increased ~~individuals~~compliance ~~expanded~~costs. ~~rights~~Such tooutcomes ~~access~~could reduce demand for our services and materially adversely affect our business, ~~delete~~results of operations, and ~~correct~~financial ~~their~~condition. ~~personal~~In ~~information~~addition, ~~and~~we ~~opt~~may ~~out~~not ofbe ~~certain~~able ~~sales~~to orobtain ~~transfers~~insurance ofcoverage ~~personal~~for ~~information~~such risks on acceptable terms, or at all.

Our obligations related to data privacy and security are quickly changing in an increasingly stringent fashion, creating some uncertainty as to the future legal framework governing such matters. Preparing for and complying with these obligations requires us to devote significant resources. These obligations may necessitate changes to our practices and to those of any third parties that process personal data on our behalf. In addition, these laws, rules, and regulations could also affect the acceptance of new communications technologies and the use of current communications technologies as advertising media.

Any failure or perceived failure by us, or third parties on which we depend, to comply with data privacy laws, rules, regulations, industry standards and other requirements could result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts and future compliance costs, which could materially and adversely affect our business, results of operations and financial condition. We also cannot guarantee that any such costs or losses will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. Any of the foregoing could also affect our business and reduce demand for certain of our services, which could have a material adverse effect on our business, results of operations and financial condition.

Expectations relating to environmental, social and governance considerations expose us to potential liabilities, reputational harm and other unforeseen adverse effects on our business.

Many governments, regulators, investors, employees, customers and other stakeholders are focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion. We make statements about our environmental, social and governance goals and initiatives through information provided on our website, press statements and other communications, including through our Corporate Responsibility Report. Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties and requires ongoing investments. The success of our goals and initiatives may be impacted by factors that are outside our control. In addition, some stakeholders may disagree with our goals and initiatives and the focus and views of stakeholders may change and evolve over time and vary depending on the jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and views could materially adversely affect our business, reputation, results of operations, financial condition and stock price.

Changes in tax rates, tax laws, regulations or interpretations, or adverse outcomes of tax audits or proceedings could materially adversely affect our effective tax rate, results of operations, financial condition and cash flows.

We operate in numerous jurisdictions and are subject to a complex and evolving global tax environment. The determination of our tax liabilities requires significant judgment, including with respect to the application of tax laws, transfer pricing arrangements, valuation of deferred tax assets and liabilities, and the interpretation of new or existing tax regulations. Tax authorities may

challenge our positions, and adverse outcomes from audits, investigations or litigation could result in additional tax liabilities, penalties or interest that differ materially from amounts previously recorded.

Our effective tax rate and cash flows could also be adversely affected by changes in tax laws or policies, including changes to statutory tax rates, digital services taxes, the interpretation or enforcement of existing laws, or the adoption or modification of global minimum tax regimes, such as the Global Anti-Base Erosion issued by the Organization for Economic Co-operation and Development. These developments could increase tax complexity and uncertainty and may require us to restructure operations or intercompany arrangements, potentially resulting in increased tax expense or reduced cash flows.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. ~~Our cybersecurity risk management program includes a cybersecurity incident response plan.~~

We use the National Institute of Standards and Technology Cybersecurity Framework, or NIST CSF, and the ISO 27001 framework as published by the International Organization for Standardization as guides to help us identify, assess, and manage cybersecurity risks relevant to our business. ~~We have designed and assessed our program based on the NIST CSF and ISO 27001.~~ This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use such standards as a guide.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program; and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Key aspects of our cybersecurity risk management program include, but are not limited to, the following:

•risk assessments designed to help identify ~~material~~risks from cybersecurity ~~risks~~threats to our critical systems, and information;

•an internal security staff principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our response to cybersecurity incidents;

•the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security ~~controls~~processes;

•cybersecurity awareness training of our employees, incident response personnel, and senior management;

•a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•a third-party risk management process for key service providers, and suppliers, ~~and~~based ~~vendors,~~on ~~including~~our ~~cloud-related~~assessment ~~service~~of ~~providers~~their criticality to our operations and respective risk profile.

11While we have experienced cybersecurity incidents that resulted in the disruption of our information technology systems and required us to engage third parties to remediate the issues, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our business, results of operations and financial condition. See Item 1A, “Risk Factors - We rely extensively on information technology systems and data, and cybersecurity incidents could adversely affect us.”

While we have experienced cybersecurity incidents that resulted in the disruption of our information technology systems and required us to engage third parties to remediate the issues, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our business, results of operations and financial condition. See Item 1A, “Risk Factors - We rely extensively on information technology systems, and cybersecurity incidents could adversely affect us.”

Cybersecurity Governance

Our Board of Directors, or Board, considers cybersecurity risk as part of its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks. Our Audit Committee oversees management’s ongoing activities related to our cybersecurity risk management program.

Our Audit Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates the Audit Committee, aswhere ~~necessary~~it deems appropriate, regarding cybersecurity incidents it considers to be significant.

Our Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cybersecurity risk management program. Board members receive presentations on cybersecurity topics from our Chief Information Officer, or CIO, Chief Information Security Officer, or CISO, and Chief Information Risk Officer, or CIRO, and other security staff as part of the Board’s continuing education on topics that impact the Company.

Our management team, including our CIO, CISO and CIRO, is responsible for assessing and managing our material risks from cybersecurity threats. ~~The~~Our ~~team~~CIO has ~~primary~~over ~~responsibility~~25 ~~for~~years ~~our~~of ~~overall~~experience ~~cybersecurity~~in ~~risk~~global ~~management~~IT ~~program~~operations, ~~and~~including ~~supervises~~developing ~~both~~information ~~our~~security ~~internal~~strategy, ~~cybersecurity~~managing ~~personnel~~enterprise risk and ~~our~~overseeing ~~retained~~digital ~~external~~transformation ~~cybersecurity advisors~~initiatives. Our ~~Information~~CISO ~~Technology~~has ~~(IT) management team collectively holds~~ over 5020 years of ~~strategic~~experience ITleading ~~and~~ global ~~transformational~~information ~~experience~~security, ~~including~~cyber ~~having held IT advisory roles with top-tier organizations. Each member of the team has experience operating in complex~~risk, ~~international~~and ~~business~~compliance ~~environments~~programs. ~~The~~His ITexpertise ~~management~~spans ~~team has demonstrated achievement in Information~~ Security ~~strategy~~Operations ~~development,~~Center ~~risk~~(SOC) ~~management and implementation of security and risk management programs that drive awareness, decrease exposure and strengthen organizational IT controls.~~

leadership, security architecture, incident response, information and third‑party risk, compliance management, and data protection, supported by leading certifications including CISSP, CISM, CISA, and CRISC. Our CIRO has extensive experience in enterprise risk management, governance, and compliance. He has over 30 years of experience leading the development of risk management frameworks, management of cyber security and cyber regulatory compliance. He holds the following professional certifications: CISA, CISM, CPA and Chartered Accountant (SA). The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity advisors. Our Information Technology management team collectively holds over 50 years of strategic IT and global transformational experience, including having held IT advisory roles with top-tier organizations. Each member of the team has experience operating in complex, international business environments. The IT management team has demonstrated achievement in Information Security strategy development, risk management and implementation of security and risk management programs that drive awareness, decrease exposure and strengthen organizational IT controls.

Our management team is informed about and monitors the prevention, detection, mitigation, and remediation of key cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external advisors engaged by us, and alerts and reports produced by security tools deployed in the IT environment.

Item 2. Properties

We conduct business and maintain offices throughout the world. The facility requirements of our businesses are similar across geographic regions and disciplines. Substantially all our office space is leased under operating leases with varying expiration dates. Lease obligations of our foreign operations are generally denominated in their local currency. We believe that our facilities are adequate for our current operations and are well maintained. Our principal corporate offices are located at 280 Park Avenue, New York, New York; 1055 Washington Boulevard, Stamford, Connecticut; and 525 Okeechobee Boulevard, West Palm Beach, Florida. We also maintain executive offices in London, England; Shanghai, China; and Singapore. Notes 2 and 1817 to the consolidated financial statements provide a description of our lease expense, which comprises a significant component of our occupancy and other costs, and our lease commitments.

Item 3. Legal Proceedings

In the ordinary course of business, we are involved in various legal proceedings. We do not expect that such proceedings will have a material adverse effect on our results of operations or financial condition.

Item 4. Mine Safety Disclosures

Not ~~Applicable~~applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed and trades on the New York Stock Exchange (NYSE) under the symbol “OMC”. As of January 30, ~~2025~~2026, there were 15,~~717~~302 shareholders of record.

Period	Total Number ofShares Purchased	Average PricePaid Per Share	Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs	Maximum Numberof Shares that MayYet Be PurchasedUnder the Plansor Programs
October 1 - October 31, 2024	80,022	$103.46	—	—
November 1 - November 30, 2024	4,983	103.07	—	—
December 1 - December 31, 2024	—		—	—
	85,005	$103.44	—	—

Cash Dividends

During ~~the~~2025, ~~three~~we ~~months~~paid ~~ended~~quarterly ~~December 31,~~cash ~~2024,~~dividends weof ~~withheld~~$0.70 ~~85,005~~per ~~shares~~share to shareholders of ~~common~~record ~~stock~~in ~~from~~the ~~employees~~first tothree ~~satisfy~~quarters ~~estimated~~of ~~statutory~~the ~~income~~year. ~~tax~~During ~~obligations~~the ~~related~~fourth toquarter of 2025, the ~~vesting~~Board of ~~restricted~~Directors ~~stock~~(the ~~awards~~“Board”) ~~and~~approved ~~exercises~~a quarterly cash dividend of ~~stock~~$0.80 ~~options~~per share to shareholders of record, reflecting a $0.10 ~~The~~per ~~value~~share increase, for a total of $2.90 per share for the ~~stock~~year. ~~withheld~~Although ~~was~~we ~~based~~intend onto continue to pay quarterly cash dividends, the ~~closing~~declaration ~~price~~and payment of ~~our~~future ~~common~~dividends ~~stock~~is onsubject to the ~~applicable~~discretion ~~vesting~~of ~~date~~the Board and will depend on financial and legal requirements and capital allocation considerations.

~~There~~Purchases ~~were no unregistered sales~~ of ~~equity~~Equity ~~securities~~Securities ~~during~~by the ~~three months ended December 31, 2024.~~Issuer

Common stock repurchase activity during the three months ended December 31, 2025 was:


Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 - October 31, 2025	1,217,401	$78.03	—	—
November 1 - November 30, 2025	162,315	73.97	—	—
December 1 - December 31, 2025	3,717,888	77.61	—	—
	5,097,604	$77.59	—	—

During the three months ended December 31, 2025, we withheld 5,034,453 shares of common stock for general corporate purposes in the open market, including under a plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we withheld 63,151 shares from employees to satisfy estimated statutory income tax

obligations related to vesting of restricted stock awards and stock option exercises. The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting or exercise date.

Recent Sales of Unregistered Securities

There were no unregistered sales of equity securities during the three months ended December 31, 2025.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in tables in millions, except per share amounts.)

EXECUTIVE SUMMARY

Merger with IPG

On the Closing Date, Omnicom completed its Merger with IPG. As previously reported, on December 8, 2024, Omnicom entered into the Merger Agreement with IPG and EXT Subsidiary Inc., a Delaware corporation and a direct wholly owned subsidiary of Omnicom (the “Merger Sub”). On the Closing Date, pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into IPG, with IPG continuing as the surviving corporation and a direct wholly owned subsidiary of Omnicom. Upon the Merger, each outstanding share of IPG common stock (other than certain excluded shares) converted into the right to receive 0.344 shares of Omnicom common stock and cash in lieu of fractional shares. Following the closing of the Merger, legacy Omnicom shareholders owned approximately 60.6% of the combined company and legacy IPG shareholders owned approximately 39.4%, on a fully diluted basis (see Note 5 to the consolidated financial statements).

Omnicom’s common stock continues to trade on the New York Stock Exchange , or NYSE, under the symbol “OMC,” and IPG’s common stock has ceased trading. The Merger qualified as a tax-free reorganization for U.S. federal income tax purposes, and the combined company operates under the Omnicom name with headquarters in New York, New York. Omnicom is the acquirer of IPG under U.S. GAAP, and as a result, the consolidated financial statements of Omnicom for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of IPG. The results of operations of IPG are included in Omnicom’s consolidated financial statements only from the Closing Date forward. Accordingly, Omnicom’s results of operations, financial condition and cash flows after the Closing Date are not comparable to prior periods due to the inclusion of IPG’s results from the Closing Date (see Note 5 to the consolidated financial statements).

IPG Senior Notes Exchange Offers

Risks and Uncertainties

Global economic disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in ~~countries that comprise~~ our major markets, and labor ~~and~~or supply chain challenges, could ~~cause~~contribute to economic uncertainty and volatility. The impact of these ~~issues~~conditions on our business ~~will~~may vary by geographic market and service discipline. We monitor ~~economic~~macroeconomic conditions ~~closely~~, ~~as well as~~ client revenue levels, and other relevant factors. Inand ~~response~~may ~~to reductions in revenue, we can~~ take actions to align our cost structure with changes in client demand and to manage ~~our~~ working capital. However, there can be no assurance asthat tosuch ~~the~~actions ~~effectiveness~~will ofbe ~~our~~sufficient ~~efforts~~ to mitigate ~~any~~the ~~impact~~effects of ~~the current and future~~ adverse economic conditions, reductions in client ~~revenue~~spending, changes in client creditworthiness, ~~and~~or other developments.

Agreement to Acquire IPG

On December 8, 2024, we entered into the Merger Agreement with IPG. Upon closing, each share of IPG common stock will be exchanged for 0.344 shares of Omnicom common stock. The closing of the Merger is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by Omnicom stockholders and IPG stockholders. If completed, the Merger is expected to have a material impact on our business, results of operations and financial condition. For additional information, see Item 1, “Business - Agreement to Acquire IPG.”

Our Business

WeOmnicom ~~are~~is a strategic holding company ~~providing~~that ~~data-inspired,~~operates ~~creative~~through ~~marketing~~global ~~and~~networks, ~~sales~~connected ~~solutions~~capabilities toand ~~many~~specialized ofagencies, ~~the~~which ~~largest~~connect ~~global~~its ~~companies.~~comprehensive ~~Our~~ portfolio of companies ~~includes~~to ~~our~~deliver ~~global networks~~marketing, ~~BBDO~~sales, ~~DDB~~communications, ~~TBWA,~~and ~~Omnicom~~commerce ~~Media~~services ~~Group,~~to ~~the~~many ~~DAS Group~~ of ~~Companies, and~~ the ~~Communications~~largest ~~Consultancy~~global ~~Network~~companies. ~~All~~Our ofproducts ~~our~~and ~~global networks integrate their~~ service offerings ~~with~~support ~~the~~client ~~Omnicom~~objectives ~~branded~~across practice areas, including Omnicom Health Group, Omnicom Precision Marketing Group, Omnicom Commerce Group, Omnicom Advertising Collective, Omnicom Public Relations Group, Omnicom Brand Consulting Group, Flywheel Digital and Omnicom Production, a practice area that brings together Omnicom’s global production capabilities, as well as our ~~Experiential~~primary ~~businesses~~focus ~~and~~areas: ~~Execution & Support businesses~~media, ~~which includes Omnicom Specialty Marketing Group. In August 2024~~content, ~~we announced the formation of Omnicom Advertising Group~~commerce, orgenerative ~~OAG~~AI, ~~a new global organization that aligns the world-class creative networks BBDO, DDB~~ and ~~TBWA,~~branding ~~as well as leading agencies within the Omnicom Advertising Collective~~communications. ~~OAG began operations in January 2025. In January 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $845 million.~~

OnOmnicom’s aagencies ~~global~~integrate data, ~~pan-regional~~creativity, and ~~local~~technology ~~basis,~~to ~~our~~deliver ~~networks~~coordinated marketing, ~~practice~~communications, ~~areas~~ and ~~agencies~~commerce ~~provide~~solutions. aAll ~~comprehensive range~~ of ~~services~~our inagencies ~~the~~are ~~following~~supported ~~fundamental~~by ~~disciplines:~~our ~~Media~~integrated &technology ~~Advertising,~~platform: ~~Precision~~Omni- ~~Marketing,~~including ~~Public~~Acxiom ~~Relations,~~and ~~Healthcare~~Interact, ~~Branding~~which &were ~~Retail~~acquired ~~Commerce,~~from ~~Experiential,~~IPG and ~~Execution~~Flywheel &Commerce ~~Support.~~Cloud, ~~Media~~as &well ~~Advertising~~as ~~includes~~privacy-focused ~~creative~~identity ~~services across digital~~ and ~~traditional~~data ~~media,~~management ~~strategic~~capabilities. ~~media~~These ~~planning~~capabilities ~~and~~include ~~buying,~~the ~~performance~~integration ~~media,~~of ~~data~~emerging ~~analytics~~AI-based ~~services~~tools, ~~and~~such ~~Omnicom~~as ~~Production.~~generative ~~Precision Marketing includes digital and direct marketing~~AI, ~~digital~~into ~~transformation consulting~~planning, ~~e-commerce~~creative ~~operations~~advertising, media ~~execution~~, ~~market intelligence~~ and ~~data and~~ analytics. ~~Public Relations services include corporate communications, crisis~~ workflows.

Omnicom client teams collaborate and accelerate client-service innovation through two integral enterprise-wide solutions: the Global Growth Team (GGT) and our Client Success Leaders (CSLs). GGT ensures an integrated, enterprise-level view of client needs and innovative solutions across new business development. CSLs manage our agency’s capabilities, providing holistic, tailored solutions across our service lines for individual client strategies and key performance indicators (KPIs) to enable client success.

~~management,~~Our ~~public~~global ~~affairs~~networks ~~and~~include: ~~media~~Omnicom ~~and~~Advertising ~~media~~(OA), ~~relations~~Omnicom ~~services.~~Media ~~Healthcare~~(OM), ~~includes~~the ~~corporate~~DAS ~~communications~~Group ~~and~~of ~~advertising~~Companies (DAS), and ~~media~~the ~~services~~Communications toConsultancy ~~global~~Network ~~healthcare and pharmaceutical companies~~(CCN). ~~Branding~~OA &includes ~~Retail~~our ~~Commerce~~creative ~~services~~brands, ~~include~~BBDO, ~~brand~~TBWA, and ~~product consulting~~McCann, ~~strategy~~which ~~and~~we ~~research~~acquired ~~and~~from ~~retail~~IPG, ~~marketing. Experiential marketing services include live~~ and ~~digital~~the ~~events~~brands ~~and~~included ~~experience~~within ~~design~~the ~~and~~Advertising ~~execution~~Collective. ~~Execution~~OM ~~& Support~~ includes ~~field~~OMD, ~~marketing~~PHD, ~~sales~~Hearts ~~support~~& Sciences, ~~digital~~as ~~and~~well ~~physical~~as ~~merchandising~~UM, ~~point-of-sale~~Acxiom, Initiative and ~~product placement~~Mediahub, aswhich ~~well~~we asacquired ~~other~~from ~~specialized~~IPG. ~~marketing~~DAS ~~and~~includes ~~custom~~Omnicom ~~communications~~Precision ~~services.~~Marketing Weand ~~operate~~MRM, inwhich ~~all~~we ~~major~~acquired ~~markets~~from IPG and ~~have~~Omnicom aHealth, ~~large~~which ~~client~~includes ~~base~~IPG Health. ~~Our~~CCN ~~geographic~~includes ~~markets~~FleishmanHillard ~~include~~and ~~the Americas~~Ketchum, ~~which~~as ~~includes~~well ~~North~~as ~~America~~Golin and ~~Latin~~Weber ~~America~~Shandwick, ~~Europe,~~which ~~EMEA,~~we ~~and~~acquired ~~Asia-Pacific~~from IPG.

~~Our~~On ~~business~~a ~~model~~global, ~~was~~pan-regional, ~~built~~ and ~~continues~~local tobasis, ~~evolve~~our ~~around~~agencies ~~our~~provide ~~clients.~~a ~~While~~comprehensive ~~our~~range ~~networks~~of services in the following fundamental disciplines: Media & Advertising, ~~practice~~Precision ~~areas~~Marketing, ~~and~~Public ~~agencies~~Relations, ~~operate~~Healthcare, ~~under~~Branding ~~different~~& ~~names~~Retail Commerce, Experiential, and ~~frame~~Execution ~~their~~& ~~ideas~~Support. inMedia ~~different~~& ~~disciplines~~Advertising includes strategic media planning, webuying ~~organize~~and ~~our~~optimization, data and analytics, creative services, ~~around~~and ~~our~~content ~~clients~~production. ~~Our~~Precision ~~fundamental~~Marketing ~~business~~includes ~~principle~~technology isand ~~that~~digital ~~our~~transformation ~~clients’~~consulting, ~~specific~~decision ~~requirements~~sciences, ~~are~~digital ~~the~~experience ~~central~~design, ~~focus~~customer ofrelationship ~~how~~management, weand ~~structure~~e-commerce ~~our~~and ~~service~~enterprise ~~offerings~~platforms. ~~and~~Public ~~allocate~~Relations ~~our~~services ~~resources.~~include ~~This~~corporate ~~client-centric~~communications, ~~business~~crisis ~~model~~management, ~~requires~~public ~~that~~affairs ~~multiple~~and ~~agencies~~media ~~within~~and ~~Omnicom~~media ~~collaborate~~relations inservices. ~~formal~~Healthcare ~~and~~includes ~~informal~~corporate ~~virtual~~communications ~~client~~and ~~networks~~advertising ~~utilizing~~and ~~our~~media ~~key~~services ~~client~~to ~~matrix~~global ~~organization~~healthcare ~~structure~~and pharmaceutical companies. ~~This~~Branding ~~collaboration~~& ~~allows~~Retail usCommerce toincludes ~~cut~~brand ~~across~~and ~~our~~product ~~internal~~consulting, ~~organizational~~strategy ~~structures~~and toresearch, ~~execute~~and ~~our~~retail ~~clients’~~marketing. Experiential marketing ~~requirements~~services ininclude alive ~~consistent~~and digital events and ~~comprehensive~~experience ~~manner.~~design Weand ~~use~~execution. ~~our~~Execution ~~client-centric~~& ~~approach~~Support toincludes ~~grow~~field ~~our~~marketing, ~~business~~sales bysupport, ~~expanding~~digital ~~our~~and ~~service~~physical ~~offerings~~merchandising, topoint-of-sale ~~existing~~and ~~clients~~product placement, ~~moving~~as ~~into~~well ~~new~~as ~~markets~~other specialized marketing and ~~obtaining~~custom ~~new~~communications ~~clients~~services. InOur ~~addition,~~Omni weplatform ~~pursue~~integrates ~~selective~~data ~~acquisitions~~and technology in support of ~~complementary~~the ~~companies~~services ~~with~~provided ~~strong~~by ~~entrepreneurial~~all ~~management~~of ~~teams~~our ~~that~~disciplines. ~~could~~Our ~~fill~~geographic ~~gaps~~markets ininclude ~~our~~the ~~service~~Americas, ~~delivery~~which toincludes ~~our~~North ~~existing~~America ~~clients~~and Latin America, Europe, the Middle East and Africa (EMEA), and Asia-Pacific.

WeOur ~~believe~~business ~~generative~~model AIwas ~~will~~built ~~have~~and acontinues ~~significant~~to ~~effect~~evolve onaround ~~how~~our weclients. ~~provide~~While ~~services~~our tonetworks, ~~our~~connected ~~clients~~capabilities and ~~how~~agencies weoperate ~~enhance~~under ~~the~~different ~~productivity~~names ofand ~~our~~frame ~~people.~~their Asideas ~~with~~in ~~any~~different ~~new technology~~disciplines, we ~~are~~organize ~~working~~our ~~closely~~services ~~with~~around our clients. ~~and~~Our ~~technology~~fundamental ~~partners~~business toprinciple ~~take~~is ~~advantage~~that ofour ~~the~~clients’ ~~benefits~~specific ofrequirements AIare ~~while~~the ~~being~~central ~~mindful~~focus of ~~its~~how ~~limitations,~~we ~~risks,~~structure our service offerings and ~~privacy~~allocate ~~concerns~~our resources. WeThis ~~are~~client-centric ~~committed~~business tomodel ~~responsible~~requires AIthat ~~practices~~multiple agencies and ~~collaboration~~disciplines towithin ~~harness~~Omnicom ~~AI's~~collaborate ~~potential,~~in ~~while~~formal ~~evaluating~~client ~~related risks~~networks, such as ~~ethical~~our ~~considerations~~CSLs and GGT, ~~public~~as ~~perception~~well ~~and~~as ~~reputational~~informal ~~concerns~~virtual client networks, ~~intellectual~~resulting ~~property~~in ~~protection,~~a ~~regulatory~~client ~~compliance,~~matrix ~~privacy~~organization ~~and~~structure. ~~data~~This ~~security~~collaboration ~~concerns~~allows us execute our clients’ marketing requirements in a consistent and comprehensive manner. We use our ~~ability~~client-centric approach to ~~effectively~~grow ~~adopt~~our ~~this~~business by expanding our service offerings to existing clients, moving into new ~~emerging~~markets ~~technology~~and obtaining new clients. ~~The~~In ~~rapidly~~addition, ~~developing~~we ~~nature~~pursue selective acquisitions of AIcomplementary ~~technology~~companies ~~makes~~with itstrong ~~difficult~~entrepreneurial tomanagement ~~assess~~teams ~~the~~that ~~full~~could ~~impact~~fill ongaps in our ~~business~~service atdelivery ~~this~~to ~~time~~our existing clients.

We ~~operate~~believe ingenerative ~~all~~AI ~~major~~and ~~markets~~agentic AI have, and will continue to have, a ~~large~~significant ~~client~~impact ~~base.~~on ~~For~~how ~~the~~we ~~year~~provide ~~ended~~services ~~December 31,~~to ~~2024,~~ our ~~largest~~clients ~~client~~and ~~represented~~how ~~2.7%~~we ofenhance ~~revenue,~~the ~~and~~productivity of our ~~100~~people. ~~largest~~As ~~clients,~~the ~~which~~marketing ~~represent~~industry ~~many~~adjusts ofto the ~~world's~~evolving ~~major~~AI ~~marketers~~landscape, ~~represented~~we ~~approximately~~seek ~~54%~~to ofleverage ~~revenue.~~these ~~Our~~technologies ~~clients~~to ~~operate~~better inserve ~~virtually~~our ~~every~~clients ~~sector~~and ofmaintain ~~the~~our ~~global~~competitive ~~economy,~~advantage. ~~with~~In noJanuary ~~one~~2026, ~~industry~~we ~~representing~~unveiled ~~more~~our ~~than~~next ~~17%~~generation of Omni, our ~~revenue~~proprietary inmarketing ~~2024~~intelligence platform. ~~Although~~Omni integrates our ~~revenue~~connected iscapabilities, ~~generally~~high-quality ~~balanced~~and ~~between~~comprehensive ~~the~~identity ~~United~~and ~~States~~data infrastructure, and ~~international~~cutting-edge ~~markets~~AI ~~and~~into a single operating system that we ~~have~~believe will give clients a ~~large~~unified ~~and~~foundation ~~diverse~~to ~~client~~connect ~~base~~strategy, weexecution, ~~are~~and ~~not~~performance ~~immune~~across totheir ~~general~~entire ~~economic~~marketing ~~downturns~~ecosystem.

~~Global~~As ~~economic~~we ~~conditions~~continue ~~have~~to amake ~~direct~~investments ~~impact~~in onnew ~~our business and financial performance. Adverse global economic conditions pose a risk that our clients may reduce~~technologies, ~~postpone~~we orremain ~~cancel~~committed ~~spending~~to onresponsible ~~marketing~~AI ~~and~~practices ~~communications services, which would reduce the demand for our services. Revenue is typically lower in the first~~ and ~~third~~collaboration ~~quarters~~to ~~and~~harness ~~higher~~AI's ~~in the second and fourth quarters~~potential, ~~reflecting~~while ~~client~~evaluating ~~spending~~related ~~patterns during the year and additional project work that usually occurs in the fourth quarter. Certain global events targeted by major marketers for advertising expenditures~~risks, such as ~~the~~ethical ~~FIFA~~considerations, ~~World~~public ~~Cup~~perception and ~~the~~reputational ~~Olympics~~concerns, ~~and~~intellectual ~~certain~~property ~~national events~~protection, ~~such~~regulatory ascompliance, ~~the~~privacy ~~U.S.~~and ~~election~~data ~~process,~~security ~~may~~concerns ~~affect~~and our ~~revenue~~ability ~~year-over-year~~to ineffectively ~~certain~~adopt ~~businesses.~~this ~~Typically,~~new ~~these~~emerging ~~events do not have a significant impact on our revenue in any period~~technology.

~~Given~~Our ~~our~~clients ~~size~~operate ~~and~~in ~~breadth,~~virtually weevery ~~manage~~sector ~~our~~of ~~business~~the byglobal ~~monitoring~~economy, ~~several~~with ~~financial~~no ~~indicators.~~one ~~The~~industry ~~key~~representing ~~performance~~more ~~indicators~~than ~~that~~15% weof ~~focus~~our ~~on are~~ revenue ~~growth~~in ~~and~~2025. ~~variability~~In ofmany ~~operating~~cases, ~~expenses.~~multiple Weagencies ~~analyze~~within ~~revenue~~our ~~growth~~networks byserve ~~reviewing~~different ~~the~~brands, ~~components~~product ~~and~~groups ~~mix~~or ofboth within the ~~growth~~same client. For example, ~~including~~in ~~growth~~2025, byour ~~principal~~largest ~~regional~~client ~~market,~~represented ~~practice~~2.4% ~~area~~of revenue and ~~marketing~~was ~~discipline,~~served ~~the~~by ~~impact~~approximately ~~from~~144 ~~foreign~~of ~~currency~~our ~~exchange~~agencies. ~~rate~~Our ~~changes~~100 largest clients, ~~growth~~which ~~from~~represent ~~acquisitions~~many of the major marketers, ~~net~~represented approximately 54% of ~~dispositions,~~revenue and ~~growth~~were ~~from~~each ~~our~~served, ~~largest~~on ~~clients.~~average, ~~Operating~~by ~~expenses~~approximately ~~primarily~~55 ~~consist~~ of ~~cost~~our ofagencies. ~~services,~~Although ~~selling,~~our ~~general~~revenue ~~and~~is ~~administrative~~generally ~~expenses,~~balanced orbetween ~~SG&A,~~the ~~and~~United ~~depreciation~~States and ~~amortization,~~international markets and ~~are~~we ~~analyzed~~have ~~for~~a ~~each~~large ~~network~~and bydiverse ~~the~~client ~~chief~~base, ~~operating~~we ~~decision~~are ~~maker,~~not ~~who~~immune ~~allocates~~to ~~resources~~general ~~accordingly~~economic downturns.

Global ~~Financial~~economic ~~Performance~~conditions and disruptions have a direct impact on our business and financial performance. Adverse global economic conditions and disruptions pose a risk that our clients may reduce, postpone or cancel spending on marketing and communications services, which would reduce the demand for our services. Revenue is typically lower in the first and third quarters and higher in the second and fourth quarters, reflecting client spending patterns during the year, as well as additional project work that usually occurs in the fourth quarter. Certain global events targeted by major marketers for advertising expenditures, such as the FIFA World Cup and the Olympics, and certain national events, such as the U.S. election process, may affect our revenue year-over-year in certain businesses. Typically, these events do not have a significant impact on our revenue in any period.

~~Worldwide~~Given revenue in 2024 increased $996.9 million, or 6.8%, to $15.7 billion compared to $14.7 billion in 2023. Worldwide organic growth (defined below) increased revenue $768.7 million, or 5.2%, reflecting increased client spending in our ~~Media~~size &and ~~Advertising~~breadth, ~~Precision~~we ~~Marketing,~~monitor ~~Experiential~~several ~~and~~financial ~~Public Relations disciplines and in all of our major geographic markets compared to the prior year~~indicators. ~~Our~~The ~~Public~~KPIs ~~Relations~~that ~~discipline~~we ~~was~~focus ~~helped by spending~~ on ~~the~~are ~~U.S. elections, and the Experiential discipline benefited from spending on the Summer Olympics. Changes in foreign exchange rates reduced~~ revenue ~~$65.5~~growth ~~million, or 0.4%,~~ and ~~acquisition~~variability ~~revenue, net~~ of ~~disposition~~operating ~~revenue, increased revenue $293~~expenses.~~7 million, or 2.0% (see Note 5 and 14 to the consolidated financial statements).~~

In North America, organic revenue growth in 2024 compared to the prior year was primarily driven by strong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and our Precision Marketing, Experiential, and Public Relations disciplines. Our Public Relations discipline was helped by spending on the U.S. elections, and the Experiential discipline benefited from spending on the Summer Olympics. The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Execution & Support and Healthcare disciplines. Acquisitions, net of dispositions, positively impacted revenue and were primarily related to the purchase of Flywheel Digital in January 2024 and

~~acquisitions~~We inanalyze revenue growth by reviewing the ~~second~~components ~~half~~and mix of ~~2023~~the ingrowth, ~~our~~including ~~Public~~growth ~~Relations~~by ~~discipline~~principal regional market, ~~partially~~connected ~~offset~~capabilities byand ~~dispositions~~marketing indisciplines, the ~~Execution~~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, ~~Support~~and ~~discipline~~depreciation inand amortization, and are analyzed for each network by the ~~first~~Chief ~~half~~Operating ofDecision ~~2023~~Maker, who allocates resources accordingly.

In ~~Europe,~~Financial organic revenue growth in 2024 compared to the prior year was driven by strong performance in our Media & Advertising discipline, led by our media business, and in our Experiential and Execution & Support disciplines, partially offset by underperformance in our Precision Marketing, Branding & Retail Commerce and Public Relations disciplines. Foreign currency exchange rate changes increased revenue year-over-year, primarily as a result of the strengthening of the British Pound, partially offset by the weakening of several currencies against the U.S. Dollar year-over-year. Acquisitions, net of dispositions for 2024, positively impacted revenue and were primarily related to the purchase of Flywheel Digital in January 2024 and acquisition activity in our Media & Advertising discipline in the second half of 2023, partially offset by dispositions in the Execution & Support discipline in the first half of 2023.Performance

InWorldwide ~~Latin~~revenue ~~America,~~in ~~organic~~2025 ~~revenue~~increased ~~growth~~by in$1.6 ~~2024~~billion, ~~compared~~or 10.1%, to ~~the~~$17.3 ~~prior~~billion ~~year,~~compared ~~increased~~to $15.7 billion in ~~all~~2024. ~~disciplines,~~Our ~~led~~performance bybenefited ~~Media~~from &one ~~Advertising,~~month ~~and~~of inIPG ~~all~~operations ~~countries~~recorded in the ~~region~~fourth quarter of 2025. The ~~weakening~~year-over-year ofincrease ~~most~~in ~~currencies~~worldwide ~~against~~revenue ~~the~~reflected ~~U.S.~~worldwide ~~Dollar~~constant ~~decreased~~currency ~~revenue~~growth in(defined ~~2024,~~below) ~~compared~~of ~~to 2023~~$1,458.2 ~~Acquisitions~~million, ~~positively~~or ~~impacted~~9.3%, ~~revenue~~which ~~and~~was ~~were~~driven primarily ~~related~~by toincreased ~~acquisition~~client ~~activity~~spending in our Media & Advertising, ~~discipline~~Precision inMarketing, ~~the~~Experiential ~~prior~~and ~~year~~Healthcare disciplines and ~~the~~in ~~purchase~~substantially all of ~~Flywheel~~our ~~Digital~~major ingeographic ~~January~~markets, ~~2024~~and a favorable impact from foreign exchange rates of $124.6 million, or 0.8%.

In ~~Asia-Pacific,~~North ~~during 2024~~America, ~~organic~~constant ~~revenue~~currency ~~increased~~growth ~~compared~~of ~~to 2023~~$951.2 ~~Organic~~million, ~~growth~~or 11.0%, in ~~our~~2025 ~~Media~~compared &to ~~Advertising~~the ~~discipline~~prior year was ~~partially~~driven ~~offset~~ by ~~underperformance~~strong performance in ~~our~~the ~~Precision~~United ~~Marketing~~States, ~~and~~particularly ~~Public~~within ~~Relations~~the ~~disciplines.~~Media ~~Substantially~~& ~~all~~Advertising ~~markets~~discipline, inled ~~the~~by ~~region,~~our ~~especially~~media ~~China~~business, ~~India,~~as ~~Australia,~~well ~~the~~as ~~Philippines~~our ~~and~~Precision ~~Thailand~~Marketing, ~~had~~Experiential, ~~positive~~Healthcare ~~organic~~and ~~revenue~~Execution ~~growth~~& asSupport ~~compared~~disciplines. toOur performance in the ~~prior~~region ~~year.~~also ~~Foreign~~benefited ~~currency~~from ~~changes~~one ~~decreased~~month ~~revenue~~of ~~for~~IPG ~~the~~operations ~~year,~~recorded ~~primarily~~in asthe afourth ~~result~~quarter of ~~the~~2025. ~~weakening~~This ofgrowth ~~the~~was ~~Japanese~~partially ~~Yen~~offset ~~and~~by ~~Chinese~~underperformance ~~Reminbi~~in ~~against~~our ~~the~~Branding ~~U.S.~~& ~~Dollar.~~Retail ~~Acquisition~~Commerce ~~activity,~~discipline. ~~including~~The ~~the~~impact ~~purchase~~ of ~~Flywheel~~foreign ~~Digital~~currency inexchange ~~January~~rates ~~2024,~~on ~~increased~~ revenue ~~compared~~was ~~to the prior year~~nominal.

~~The~~In ~~year-over-year~~Latin ~~changes~~America, inconstant ~~worldwide~~currency ~~revenue~~growth in ~~2024~~2025 of $127.2 million, or 29.3%, compared to ~~2023~~the prior year, inwas ~~our~~driven ~~fundamental~~by ~~disciplines~~a ~~were:~~strong performance within the Media & Advertising ~~increased~~discipline, ~~$575.0~~led ~~million~~by our media business, ~~Precision~~and ~~Marketing~~across ~~increased~~all ~~$347~~countries in the region.4 ~~million,~~Our ~~Public~~performance ~~Relations~~in ~~increased~~the ~~$100.3~~region ~~million,~~also ~~Healthcare~~benefited ~~decreased~~from ~~$8.0~~one ~~million,~~month ~~Branding~~of &IPG ~~Retail~~operations ~~Commerce~~recorded ~~decreased~~in ~~$60~~the fourth quarter of 2025.8 ~~million~~However, ~~Experiential~~the ~~increased~~weakening ~~$80~~of most local currencies against the U.1S. ~~million~~Dollar ~~and~~negatively ~~Execution~~impacted &revenue ~~Support~~in ~~decreased~~2025, compared to 2024 by $3720.16 million, or 4.8%.

~~The~~In ~~increases~~Europe, constant currency growth in ~~worldwide~~2025 ~~revenue~~of ~~across~~$196.2 million, or 4.4%, compared to the prior year was driven by strong performance in our ~~principal~~Media ~~regional~~& ~~markets~~Advertising ~~were:~~discipline, ~~North~~led ~~America~~by ~~$699~~our media business.2 ~~million,~~Our ~~Europe~~performance ~~$172~~in the region also benefited from one month of IPG operations recorded in the fourth quarter of 2025.1 ~~million,~~Foreign ~~Asia~~currency exchange rate changes increased revenue year-~~Pacific~~over-year by $69169.17 million, ~~and~~or ~~Latin~~3.8%, ~~America~~primarily ~~$46.9~~as ~~million~~a result of the strengthening of the Euro and British Pound.

In Asia-Pacific, constant currency growth in 2025 of $94.8 million, or 5.1%, compared to 2024 was led by our Media & Advertising discipline, partially offset by underperformance in our Experiential and Precision Marketing disciplines. Our performance in the region also benefited from one month of IPG operations recorded in the fourth quarter of 2025. Several markets in the region, especially India, Japan, New Zealand, Philippines and Malaysia, had positive constant currency growth as compared to the prior year. Foreign currency changes decreased revenue for the year by $16.3 million, or 0.9%, primarily as a result of the weakening of the Australian Dollar and New Zealand Dollar against the U.S. Dollar.

The increases in worldwide revenue across our principal regional markets were: North America $942.0 million, Europe $365.9 million, Asia-Pacific $78.4 million and Latin America $106.5 million.

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

	2024			2023			$ Change		% Change
	2025			2024			$ Change		% Change
Revenue	$	1517,~~689~~271.19		$	1415,~~692~~689.21		$	~~996~~1,582.98	610.81	%
Operating Income2,3	$	~~2,274~~444.67		$	2,~~104~~274.76		$	~~169~~(1,829.9)	8(80.14)	%
Operating Margin2,3	142.56		%	14.35		%			0(11.29)	%
Net Income - Omnicom Group Inc.2,3	$	1,480.6		$	1,391.4		$	89.2	6.4	%
Net Income (Loss) - Omnicom Group Inc.2,3	$	(54.5)		$	1,480.6		$	(1,535.1)	(103.7)	%
Net Income per Share - Omnicom Group Inc.: Diluted2,3	$	7.46		$	6.91		$	0.55	8.0	%
Net Income (Loss) per Share - Omnicom Group Inc.: Diluted2,3	$	(0.27)		$	7.46		$	(7.73)	(103.6)	%
EBITA1,2,3	$	~~2,362~~560.15		$	2,~~166~~362.51		$	~~195~~(1,801.6)	9(76.03)	%
EBITA Margin1,2,3	153.12		%	1415.71		%			0(11.49)	%

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

2) In ~~2024~~2025, operating expenses included $571,247.80 million ($42984.95 million after-tax) ~~of repositioning costs, primarily~~ related to severance, ~~recorded~~real inestate ~~the~~repositioning, ~~second~~contract ~~quarter~~cancellations ofand ~~2024~~other ~~(see~~costs, ~~Note~~as 13well toas ~~the~~efficiency ~~consolidated~~initiatives ~~financial~~taken ~~statements). Included~~ in ~~selling, general and administrative expenses in~~ the ~~fourth~~second quarter of ~~2024~~2025, ~~are~~primarily ~~acquisition~~within ~~transaction~~Omnicom ~~costs~~Advertising ofand Omnicom Production, and $14547.61 million ($13447.15 million after-tax), ~~related~~of tolosses ~~the~~on ~~proposed~~dispositions ~~merger~~of certain businesses in connection with ~~IPG~~the Merger (see ~~Note~~Notes 113 and 14 to the consolidated financial statements). ~~The~~Included ~~net~~in ~~impact~~selling, ofgeneral ~~these~~and ~~items~~administrative ~~reduced~~expenses ~~operating~~are ~~income~~acquisition ~~for~~related ~~2024~~costs byof $72347.43 million ($56318.05 million after-tax), ~~and~~related ~~reduced~~to ~~diluted~~the ~~net~~Merger ~~income~~(see ~~per~~Note ~~share~~1 -to ~~Omnicom~~the ~~Group~~consolidated ~~Inc~~financial statements). byThe ~~$0.28.~~net

In 2023, operating expenses included real estate operating lease impairment charges, severance and other exit costs of $191.5 million ($145.5 million after-tax) related to repositioning actions we took in the first and second quarters of 2023 to reduce our real estate requirements, rebalance our workforce, and consolidate operations in certain markets. In addition, in the second quarter of 2023, we recorded a gain of $78.8 million ($55.9 million after-tax) on the disposition of certain of our research businesses in the Execution & Support discipline. Included in the fourth quarter of 2023 within selling, general and administrative expenses are acquisition transaction costs of $14.5 million ($13.0 million after-tax), primarily related to the purchase of Flywheel Digital in January 2024 (see Note 5 to the consolidated financial statements). The net impact of these items reduced operating income for 2023 by $127.2 million ($102.6 million after-tax) and reduced diluted net income per share - Omnicom Group Inc. by $0.50 (see Notes 13 and 14 to the consolidated financial statements).

3) Beginning in 2024, EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. As a result, we reclassified the prior year to be consistent with the revised definition, which reduced EBITA from previously reported amounts. 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 after-tax impact on diluted net income per share- Omnicom Group Inc. for 2024 and 2023 was $0.32 and $0.23, respectively.

impact of these items reduced operating income for 2025 by $2,141.4 million ($1,750.5 million after-tax) and reduced diluted net income per share - Omnicom Group Inc. by $8.50.

In 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs, primarily related to severance, recorded in the second quarter of 2024 (see Note 13 to the consolidated financial statements). Included in selling, general and administrative expenses in the fourth quarter of 2024 are acquisition-related costs of $14.6 million ($13.1 million after-tax), related to the Merger (see Note 1 to the consolidated financial statements). The net impact of these items reduced operating income for 2024 by $72.4 million ($56.0 million after-tax) and reduced diluted net income per share - Omnicom Group Inc. by $0.28.

3) Beginning in 2024, EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. As a result, we reclassified the prior year to be consistent with the revised definition, which reduced EBITA from previously reported amounts. 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 after-tax impact on diluted net income per share- Omnicom Group Inc. for 2025 and 2024 was $0.42 and $0.32, respectively.

CRITICAL ACCOUNTING ESTIMATES

The following summary of our critical accounting policies provides a better understanding of our financial statements and the related discussion in this MD&A. We believe that the following policies may involve a higher degree of judgment and complexity in their application than most of our accounting policies and represent the critical accounting policies used in the preparation of our financial statements. Readers are encouraged to consider this summary together with our consolidated financial statements and the related notes, including Note 2, for a more complete understanding of the critical accounting policies discussed below.

Estimates

We prepare our financial statements in conformity with U.S. GAAP and are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We use a fair value approach in testing our intangible assets, which primarily consist of goodwill, for impairment. Actual results could differ from those estimates and assumptions.

Acquisitions and Goodwill

We have made and expect to continue to make selective acquisitions. The evaluation of potential acquisitions is based on various factors, including specialized know-how, reputation, geographic coverage, competitive position and service offerings of the target businesses, as well as our experience and judgment.

Our acquisition strategy is focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of our various strategic business platforms and agency brands through the expansion of their geographic reach or their service capabilities to better serve our clients. Additional key factors we consider include the competitive position and specialized know-how of the acquisition targets. Accordingly, as is typical in most service businesses, a substantial portion of the assets we acquire are intangible assets, primarily consisting of the know-how of the personnel, which is treated as part of goodwill and is not required to be valued separately under U.S. GAAP. 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. InThe ~~valuing~~fair ~~these~~value ~~identified~~measurements of the customer relationships and trade names intangible assets, weare ~~typically~~primarily ~~use~~determined anusing the multi-period excess earnings method and the relief-from-royalty method under the income approach, respectively. In connection with the IPG acquisition, we reviewed the assumptions related to royalty rates, customer attrition rates, and ~~consider~~discount ~~comparable~~rates ~~market~~applied ~~participant~~in ~~measurements~~valuing the intangible assets.

We evaluate goodwill for impairment ~~at least~~ annually at May 1 each year and whenever events or circumstances indicate the carrying value may not be recoverable. Under FASB ASC Topic 350, Intangibles - Goodwill and Other, we have the option of either assessing qualitative factors to determine whether it is more-likely-than-not that the carrying value of our reporting units exceeds their respective fair value (Step 0) or proceeding directly to the quantitative goodwill impairment test. While there were no trigger events that required us to perform a quantitative test, we performed the annual quantitative impairment test and compared the fair value of each of our reporting units to its respective carrying value, including goodwill. Effective January 1, 2025, we formed Omnicom Advertising Group (OA), which aligned all of our creative advertising networks under one segment manager. We identified our regional reporting units as components of our operating segments, which are our ~~six~~four global agency networks. The regional reporting units and ~~practice~~connected ~~areas~~capabilities monitor performance and are responsible for the agencies in their region. ~~The~~They ~~regional reporting units~~ 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 business into our virtual client network strategy.

computers, servers and off-the-shelf software and other overhead expenses. Finally, the expected benefits of our acquisitions are typically shared by multiple agencies in various regions as they work together to integrate the acquired agency into our virtual client network strategy.

Goodwill Impairment Review - Estimates and Assumptions

We use the following valuation methodologies to determine the fair value of our reporting units: (1) the income approach, which utilizes discounted expected future cash flows, (2) comparative market participant multiples for EBITDA (earnings before interest, taxes, depreciation and amortization) and (3) when available, consideration of recent and similar acquisition transactions.

In applying the income approach, we use estimates to derive the discounted expected cash flows, (“or DCF”), for each reporting unit that serves as the basis of our valuation. These estimates and assumptions include revenue growth and operating margin, EBITDA, tax rates, capital expenditures, weighted average cost of capital and related discount rates and expected long-term cash flow growth rates. All of these estimates and assumptions are affected by conditions specific to our businesses, economic conditions related to the industry we operate in, as well as conditions in the global economy. The assumptions that have the most significant effect on our valuations derived using a DCF methodology are: (1) the expected long-term growth rate of our reporting units' cash flows and (2) the weighted average cost of capital, (“or WACC”), for each reporting unit.

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


	May 1, 2025	May 1, 2024
Long-Term Growth Rate	3.5%	3.5%
WACC	12.5% - 12.8%	10.8% - 11.8%

	May 1, 2024	May 1, 2023
Long-Term Growth Rate	3.5%	3.5%
WACC	10.8% - 11.8%	11.0% - 11.4%

Long-term growth rate represents our estimate of the long-term growth rate for our industry and the geographic markets we operate in. For the past ten years, the average historical revenue growth rate of our reporting units and the Average Nominal GDP, or NGDP, growth of the countries comprising the major markets that account for substantially all of our revenue, was approximately 3.5% and 5.0%, respectively. We considered this history when determining the long-term growth rates used in our annual impairment test at May 1, 2025. Included in the 10-year history is the full year 2020, which included the negative impact of the COVID-19 pandemic on the global economy and our revenue. We believe marketing expenditures over the long term have a high correlation to NGDP, notwithstanding the volatility of inflationary environments. Based on our past performance, we also believe that our growth rate can exceed NGDP growth in the short-term in the markets we operate in, which are similar across our reporting units. Accordingly, for our annual test as of May 1, 2025, we used an estimated long-term growth rate of 3.5%.

~~Long-term~~When ~~growth~~performing ~~rate represents our estimate of~~ the ~~long-term~~annual ~~growth~~impairment ~~rate~~test ~~for~~as ~~our~~of ~~industry~~May 1, 2025 and ~~the~~estimating ~~geographic markets we operate in. For~~ the ~~past~~future ~~ten~~cash ~~years,~~flows ~~the average historical revenue growth rate~~ of our reporting units ~~and the Average Nominal GDP~~, orwe ~~NGDP,~~considered ~~growth of~~ the ~~countries~~current ~~comprising~~macroeconomic ~~the major markets that account for substantially all of our revenue~~environment, ~~was~~as ~~approximately~~well ~~3.6%~~as industry and ~~4.7%,~~market ~~respectively.~~specific Weconditions ~~considered this history when determining the long-term growth rates used~~ in ~~our annual impairment test at May 1, 2024~~2025. ~~Included~~In in the ~~10-year~~first ~~history~~half isof ~~the full year 2020~~2025, ~~which included the negative impact of the COVID-19 pandemic on the global economy and~~ our ~~revenue.~~constant Wecurrency ~~believe~~growth ~~marketing~~was ~~expenditures over the long term have a high correlation to NGDP, notwithstanding the volatility of inflationary environments~~3. ~~Based on our past performance~~2%, wewhich ~~also~~excluded ~~believe that our growth rate can exceed NGDP growth in~~ the ~~short-term~~impact infrom ~~the~~changes ~~markets we operate~~ in, ~~which~~foreign ~~are~~exchange ~~similar across our reporting units~~rates. ~~Accordingly, for our annual test as of May 1, 2024, we used an estimated long-term growth rate of 3.5%.~~

When performing the annual impairment test as of May 1, 2024 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 2024. In the first half of 2024, our organic revenue increase was 4.6%, which excluded our net disposition activity and the impact from changes in foreign exchange rates.

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 ~~six~~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 our three 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 three 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, ~~2024~~2025 was not impaired, because the fair value of each of our reporting units was in excess of its respective net book value. For our reporting units with negative book value, we concluded that the fair value of their total assets was in excess of book value of total assets. The minimum decline in fair value that one of our reporting units would need to experience in order to fail the goodwill impairment test was approximately 4846%. 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, ~~2024~~2025 revealed that if the WACC increased by 1% and/or the long-term growth rate decreased by 1%, the fair value of each of our reporting units would continue to be in excess of its respective net book value and would pass the impairment test.

We will continue to perform our impairment test each year at May 1, unless events or circumstances trigger the need for an interim impairment test. There were no events through December 31, 2024 that would change our impairment assessment. 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 year-over-year. 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 position. Additional information about acquisitions and goodwill appears in Notes 2, 5 and 6 to the consolidated financial statements.

We will continue to perform our impairment test each year at May 1, unless events or circumstances trigger the need for an interim impairment test. There were no events through December 31, 2025 that would change our impairment assessment. 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. Additional information about acquisitions and goodwill appears in Notes 2, 5 and 6 to the consolidated financial statements.

Revenue Recognition

Revenue is recognized when a customer obtains control and receives the benefit of the promised goods or services (the performance obligation) in an amount that reflects the consideration we expect to receive in exchange for those goods or services (the transaction price). We measure revenue by estimating the transaction price based on the consideration specified in the client arrangement. Revenue is recognized as the performance obligations are satisfied. Our revenue is primarily derived from the planning and execution of advertising, marketing, and communications services in the following fundamental disciplines: Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support. Our client contracts are primarily fees for service on a rate per hour or per project basis. Revenue is recorded net of sales, use and value added taxes.

Performance Obligations. In substantially all our disciplines, the performance obligation is to provide advisory and consulting services at an agreed-upon level of effort to accomplish the specified engagement. Our client contracts are comprised of diverse arrangements involving fees based on any one or a combination of the following: an agreed fee or rate per hour for the level of effort expended by our employees; commissions based on the client’s spending for media purchased from third parties; qualitative or quantitative incentive provisions specified in the contract; and reimbursement for third-party costs that we are required to include in revenue when we control the vendor services related to such costs and we act as principal. The transaction price of a contract is allocated to each distinct performance obligation based on its relative stand-alone selling price and is recognized as revenue when, or as, the customer receives the benefit of the performance obligation. Clients typically receive and consume the benefit of our services as they are performed. Substantially all our client contracts provide that we are compensated for services performed to date and allow for cancellation by either party on short notice, typically 90 days, without penalty.

Generally, our short-term contracts, which normally take 30 to 90 days to complete, are performed by a single agency and consist of a single performance obligation. As a result, we do not consider the underlying services as separate or distinct performance obligations because our services are highly interrelated, occur in close proximity, and the integration of the various components of a marketing message is essential to overall service. In certain of our long-term client contracts, which have a term of up to one year, the performance obligation is a stand-ready obligation, because we provide a constant level of similar services over the term of the contract. In other long-term contracts, when our services are not a stand-ready obligation, we consider our services distinct performance obligations and allocate the transaction price to each separate performance obligation based on its stand-alone selling price, including contracts for strategic media planning and buying services, which are considered to be multiple performance obligations, and we allocate the transaction price to each distinct service based on the staffing plan and the stand-alone selling price. In substantially all of our creative services contracts, we have distinct performance obligations for our services, including certain creative services contracts where we act as an agent and arrange, at the client’s direction, for third parties to perform studio production efforts.

Revenue Recognition Methods. A substantial portion of our revenue is recognized over time, as the services are performed, because the client receives and consumes the benefit of our performance throughout the contract period, or we create an asset with no alternative use and are contractually entitled to payment for our performance to date in the event the client terminates the contract for convenience. For these client contracts, other than when we have a stand-ready obligation to perform services, revenue is recognized over time using input measures that correspond to the level of staff effort expended to satisfy the performance obligation on a rate per hour or equivalent basis. For client contracts when we have a stand-ready obligation to perform services on an ongoing basis over the life of the contract, typically for periods up to one year, where the scope of these arrangements is broad and there are no significant gaps in performing the services, we recognize revenue using a time-based measure resulting in a straight-line revenue recognition. From time to time, there may be changes in the client service requirements during the term of a contract and the changes could be significant. These changes are typically negotiated as new contracts covering the additional requirements and the associated costs, as well as additional fees for the incremental work to be performed. For contracts greater than 1 year, primarily within our data management contracts, revenue is generally recognized over time as services are delivered.

To a lesser extent, for certain other contracts where our performance obligations are satisfied in phases, we recognize revenue over time using certain output measures based on the measurement of the value transferred to the customer, including milestones achieved. Where the transaction price or a portion of the transaction price is derived from commissions based on a percentage of purchased media from third parties, the performance obligation is not satisfied until the media is run and we have an enforceable contract providing a right to payment. Accordingly, revenue for commissions is recognized at a point in time, typically when the media is run, including when it is not subject to cancellation by the client or media vendor.

Principal vs. Agent. In substantially all our businesses, we incur third-party costs on behalf of clients, including direct costs and incidental, or out-of-pocket costs. Third-party direct costs incurred in connection with the creation and delivery of advertising, marketing, and communications services include, among others: purchased media, studio production services, specialized talent, including artists and other freelance labor, event marketing supplies, materials and services, promotional items, market research and third-party data and other related expenditures. Out-of-pocket costs include, among others: transportation, hotel, meals, shipping and telecommunication charges incurred by us in the course of providing our services. Billings related to out-of-pocket costs are included in revenue since we control the goods or services prior to delivery to the client.

purchased media from third parties, the performance obligation is not satisfied until the media is run and we have an enforceable contract providing a right to payment. Accordingly, revenue for commissions is recognized at a point in time, typically when the media is run, including when it is not subject to cancellation by the client or media vendor.

However, the inclusion of billings related to third-party direct costs in revenue depends on whether we act as a principal or as an agent in the client arrangement. In most of our businesses, including advertising, which also includes studio production efforts and media planning and buying services, precision marketing, public relations, healthcare, and branding and retail commerce, we act as an agent and arrange, at the client’s direction, for third parties to perform certain services. In these cases, we do not control the goods or services prior to the transfer to the client. As a result, revenue is recorded net of these costs, equal to the amount retained for our fee or commission.

In certain businesses, we may act as principal when contracting for third-party services on behalf of our clients. In our experiential business and most of our execution and support businesses, including field marketing and certain specialty marketing businesses, we act as principal because we control the specified goods or services before they are transferred to the client and we are responsible for providing the specified goods or services, or we are responsible for directing and integrating third-party vendors to fulfill our performance obligation at the agreed upon contractual price. In such arrangements, we also take pricing risk under the terms of the client contract. In certain media buying businesses, we act as principal when we control the buying process for the purchase of the media and contract directly with the media vendor. In these arrangements, we assume the pricing risk under the terms of the client contract. When we act as principal, we include billable amounts related to third-party costs in the transaction price and record revenue over time at the gross amount billed, including out-of-pocket costs, consistent with the manner that we recognize revenue for the underlying services contract. However, in media buying contracts where we act as principal, we recognize revenue at a point in time, typically when the media is run, including when it is not subject to cancellation by the client or media vendor.

Variable Consideration. Some of our client arrangements include variable consideration provisions, which include performance incentives, tiered commission structures and vendor rebates in certain markets outside of the United States. Variable consideration is estimated and included in total consideration at contract inception based on either the expected value method or the most likely outcome method. These estimates are based on historical award experience, anticipated performance and other factors known at the time. Performance incentives are typically recognized in revenue over time. Variable consideration for our media businesses in certain international markets includes rebate revenue and is recognized when it is probable that the media will be run, including when it is not subject to cancellation by the client. In addition, when we receive rebates or credits from vendors for transactions entered into on behalf of clients, they are remitted to the clients in accordance with contractual requirements or retained by us based on the terms of the client contract or local law. Amounts passed on to clients are recorded as a liability and amounts retained by us are recorded as revenue when earned, typically when the media is run.

NEW ACCOUNTING STANDARDS

See Notes 1 and 2423 to the consolidated financial statements for information on the adoption of new accounting standards and accounting standards not yet adopted.

CONSOLIDATED RESULTS OF OPERATIONS

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

	Year Ended December 31,									~~2024~~2025 vs. ~~2023~~2024			~~2023~~2024 vs. ~~2022~~2023
	2024			2023			2022			$ Change			$ Change
	2025			2024			2023			$ Change			$ Change
Revenue	$	1517,~~689~~271.19		$	1415,~~692~~689.21		$	14,~~289~~692.12		$	~~996~~1,582.98		$	~~403~~996.19
Operating Expenses:
Salary and service costs	1112,~~432~~644.50			1011,~~701~~432.25			10,~~325~~701.92			~~731~~1,211.35			~~375~~731.3
Occupancy and other costs	1,~~274~~366.47			1,~~168~~274.84			1,168.68			~~105~~92.63			0105.26
Real estate and other repositioning costs2	57.8			191.5			—			(133.7)			191.5
Severance and repositioning costs2	1,247.0			57.8			191.5			1,189.2			(133.7)
Charges arising from the effects of the war in Ukraine3	—			—			113.4			—			(113.4)
Loss (gain) on assets held for sale and dispositions2	547.1			—			(78.8)			547.1			78.8
Gain on disposition of subsidiary2	—			(78.8)			—			78.8			(78.8)
Cost of services	15,804.8			12,764.7			11,982.7			3,040.1			782.0
Cost of services	12,764.7			11,982.7			11,607.9			782.0			374.8
Selling, general and administrative expenses2	745.7			408.1			393.7			337.6			14.4
Selling, general and administrative expenses2	408.1			393.7			378.5			14.4			15.2
Depreciation and amortization	276.7			241.7			211.1			35.0			30.6
Depreciation and amortization	241.7			211.1			219.4			30.6			(8.3)
Total operating expenses	16,827.2			13,414.5			12,587.5			3,412.7			827.0
Total operating expenses	13,414.5			12,587.5			12,205.8			827.0			381.7
Operating Income	444.7			2,274.6			2,104.7			(1,829.9)			169.9
Operating Income	2,274.6			2,104.7			2,083.3			169.9			21.4
Interest Expense	263.4			247.9			218.5			15.5			29.4
Interest Expense	247.9			218.5			208.6			29.4			9.9
Interest Income	96.9			100.9			106.7			(4.0)			(5.8)
Interest Income	100.9			106.7			70.7			(5.8)			36.0
Income Before Income Taxes and Income From Equity Method Investments	278.2			2,127.6			1,992.9			(1,849.4)			134.7
Income Before Income Taxes and Income From Equity Method Investments	2,127.6			1,992.9			1,945.4			134.7			47.5
Income Tax Expense	242.2			560.5			524.9			(318.3)			35.6
Income Tax Expense	560.5			524.9			546.8			35.6			(21.9)
Income From Equity Method Investments	7.7			6.9			5.2			0.8			1.7
Income From Equity Method Investments	6.9			5.2			5.2			1.7			—
Net Income	43.7			1,574.0			1,473.2			(1,530.3)			100.8
Net Income	1,574.0			1,473.2			1,403.8			100.8			69.4
Net Income Attributed To Noncontrolling Interests	98.2			93.4			81.8			4.8			11.6
Net Income Attributed To Noncontrolling Interests	93.4			81.8			87.3			11.6			(5.5)
Net Income (Loss) - Omnicom Group Inc.2	$	(54.5)		$	1,480.6		$	1,391.4		$	(1,535.1)		$	89.2
Net Income - Omnicom Group Inc.2,3	$	1,480.6		$	1,391.4		$	1,316.5		$	89.2		$	74.9
Net Income (Loss) Per Share - Omnicom Group Inc.:
Net Income Per Share - Omnicom Group Inc.:
Basic	$	(0.27)		$	7.54		$	6.98		$	(7.81)		$	0.56
Basic	$	7.54		$	6.98		$	6.40		$	0.56		$	0.58
Diluted2	$	(0.27)		$	7.46		$	6.91		$	(7.73)		$	0.55
Diluted2,3	$	7.46		$	6.91		$	6.36		$	0.55		$	0.55
Revenue	$	17,271.9		$	15,689.1		$	14,692.2		$	1,582.8		$	996.9
Revenue	$	15,689.1		$	14,692.2		$	14,289.1		$	996.9		$	403.1
Operating Margin %	2.6		%	14.5		%	14.3		%	(11.9)		%	0.2		%
Operating Margin %	14.5		%	14.3		%	14.6		%	0.2		%	(0.3)		%
EBITA1,3	$	560.5		$	2,362.1		$	2,166.5		$	(1,801.6)		$	195.6
EBITA1,4	$	2,362.1		$	2,166.5		$	2,142.1		$	195.6		$	24.4
EBITA Margin %	3.2		%	15.1		%	14.7		%	(11.9)		%	0.4		%
EBITA Margin %	15.1		%	14.7		%	15.0		%	0.4		%	(0.3)		%

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

2) In ~~2024~~2025, operating expenses included $571,247.80 million ($42984.95 million after-tax) ofrelated to severance, real estate repositioning, contract cancellations and other costs, ~~primarily~~as ~~related~~well toas ~~severance,~~efficiency ~~recorded~~initiatives taken in the second quarter of ~~2024~~2025, primarily within Omnicom Advertising and Omnicom Production, and $547.1 million ($447.5 million after-tax) of losses on dispositions of certain businesses in connection with the Merger, (see ~~Note~~Notes 13 and 14 to the consolidated financial statements). Included in selling, general and administrative expenses ~~in the fourth quarter of 2024~~ are acquisition ~~transaction~~related costs of $14347.63 million ($13318.15 million after-tax), related to the ~~proposed~~Merger ~~merger~~ with IPG (see Note 1 to the consolidated financial statements). The net impact of these items reduced operating income for ~~2024~~2025 by $722,141.4 million ($561,750.05 million after-tax) and reduced diluted net income per share - Omnicom Group Inc. by $08.2850.

In ~~2023~~2024, operating expenses included ~~real estate operating lease impairment charges, severance and other exit costs of~~ $~~191~~57.58 million ($~~145~~42.59 million after-tax) ~~related~~of to repositioning ~~actions~~costs, weprimarily ~~took~~related ~~in the first and second quarters of 2023~~ to ~~reduce our real estate requirements~~severance, ~~rebalance~~recorded ~~our workforce, and consolidate operations~~ in ~~certain markets. In addition, in~~ the second quarter of ~~2023,~~2024 ~~we recorded a gain of $78.8 million~~ (~~$55.9~~see ~~million~~Note ~~after-tax)~~13 onto the ~~disposition~~consolidated offinancial ~~certain~~statements). ofIncluded ~~our research businesses~~ in ~~the~~selling, ~~Execution~~general &and ~~Support~~administrative ~~discipline.~~expenses ~~Included~~ in the fourth quarter of ~~2023~~2024 ~~within selling, general and administrative expenses~~ are acquisition ~~transaction~~related costs of $14.56 million ($13.01 million after-tax), ~~primarily~~ related to the ~~purchase~~Merger ~~of Flywheel Digital in January 2024~~ (see Note 51 to the consolidated financial statements). The net impact of these items reduced operating income for ~~2023~~2024 by $~~127~~72.24 million ($~~102~~56.60 million after-tax) and reduced diluted net income per share - Omnicom Group Inc. by $0.~~50 (see Notes 13 and 14 to the consolidated financial statements)~~28.

In 3)2023, ~~For~~operating ~~the~~expenses ~~year~~included ~~ended~~real ~~December 31,~~estate ~~2022~~operating lease impairment charges, ~~operating~~severance ~~expenses~~and ~~included~~other exit costs of $~~113~~191.45 million of($145.5 ~~charges~~million ~~recorded~~after-tax) related to repositioning actions we took in the first ~~quarter~~and second quarters of ~~2022~~2023 to reduce our real estate requirements, asrebalance ~~well~~our asworkforce, anand ~~additional~~consolidate ~~net~~operations ~~income~~in ~~tax~~certain ~~charge~~markets. In addition, in the second quarter of 2023, we recorded a gain of $478.8 million, ~~related~~($55.9 tomillion after-tax) on the disposition of certain of our research businesses in ~~Russia~~the Execution & Support discipline. Included in the fourth quarter of 2023 within selling, ~~which~~general ~~reduced~~and ~~net~~administrative ~~income~~expenses are acquisition related costs of $14.5 million ($13.0 million after-tax), ~~Omnicom~~primarily ~~Group~~related ~~Inc~~to the purchase of Flywheel Digital in January 2024 (see Note 5 to the consolidated financial statements). The net impact of these items reduced operating income for 2023 by $~~118~~127.2 million ($102.6 million after-tax) and reduced diluted net income per share - Omnicom Group Inc. by $0.5750 (see ~~Note~~Notes 1513 and 14 to the consolidated financial statements).

4) Beginning in 2024, EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. As a result, we reclassified the prior year to be consistent with the revised definition, which reduced EBITA from previously reported amounts. We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets

3) Beginning in 2024, EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. As a result, we reclassified the prior year to be consistent with the revised definition, which reduced EBITA from previously reported amounts. 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 after-tax impact on diluted net income per share- Omnicom Group Inc. for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 was $0.3242, $0.2332 and $0.2123, respectively.

Revenue

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

	Total				Domestic				International
	$		%		$		%		$		%
Year Ended December 31, 2023	$	14,692.2			$	7,471.6			$	7,220.6
Year Ended December 31, 2024	$	15,689.1			$	8,186.5			$	7,502.6
Components of revenue change:
Foreign exchange rate impact	~~(65~~124.5)6		(0.4)8	%	—		—	%	~~(65~~124.5)6		(01.9)7	%
Acquisition revenue, net of disposition revenue	293.7		2.0	%	205.3		2.7	%	88.4		1.2	%
Constant currency growth	1,458.2		9.3	%	916.0		11.2	%	542.2		7.2	%
Organic growth	768.7		5.2	%	509.6		6.8	%	259.1		3.6	%
Year Ended December 31, 2025	$	17,271.9	10.1	%	$	9,102.5	11.2	%	$	8,169.4	8.9	%
Year Ended December 31, 2024	$	15,689.1	6.8	%	$	8,186.5	9.6	%	$	7,502.6	3.9	%

	Total				Domestic				International
	$		%		$		%		$		%
Year Ended December 31, 2022	$	14,289.1			$	7,367.3			$	6,921.8
Year Ended December 31, 2023	$	14,692.2			$	7,471.6			$	7,220.6
Components of revenue change:
Foreign exchange rate impact	(2865.35)		(0.24)	%	—		—	%	(2865.35)		(0.49)	%
Acquisition revenue, net of disposition revenue	(153.1)		(1.1)	%	(87.2)		(1.2)	%	(65.9)		(1.0)	%
Constant currency growth	1,062.4		7.2	%	714.9		9.6	%	347.5		4.8	%
Organic growth	584.5		4.1	%	191.5		2.6	%	393.0		5.7	%
Year Ended December 31, 2024	$	15,689.1	6.8	%	$	8,186.5	9.6	%	$	7,502.6	3.9	%
Year Ended December 31, 2023	$	14,692.2	2.8	%	$	7,471.6	1.4	%	$	7,220.6	4.3	%

The components and percentages are calculated as follows:

•Foreign exchange rate impact is calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue (in this case $1517,~~754~~147.63 million and $1415,~~720~~754.56 million for the Total column for December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively). The foreign exchange impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue ($1517,~~689~~271.19 million less $1517,~~754~~147.63 million and $1415,~~692~~689.21 million less $1415,~~720~~754.56 million for the Total column for December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively).

•~~Acquisition~~Constant ~~revenue~~currency isgrowth ~~calculated~~represents ~~as if~~ the ~~acquisition~~change ~~occurred~~in ~~twelve~~revenue ~~months~~from ~~prior to~~ the ~~acquisition~~prior ~~date~~year, byexcluding ~~aggregating~~ the ~~comparable~~effects ~~prior period revenue~~ of ~~acquisitions~~foreign ~~through~~currency ~~the~~exchange ~~acquisition~~rate ~~date~~fluctuations. AsThis ameasure ~~result,~~is ~~acquisition~~calculated ~~revenue~~by ~~excludes~~adjusting ~~the positive or negative difference between our~~ current -period revenue ~~subsequent~~ to eliminate the ~~acquisition~~impact ~~date~~of ~~and~~changes ~~the~~in ~~comparable~~foreign ~~prior~~exchange ~~period~~rates ~~revenue~~ and ~~the~~comparing ~~positive or negative growth after~~ the ~~acquisition~~resulting isamount ~~attributed~~ to ~~organic growth. Disposition revenue is calculated as if the disposition occurred twelve months~~ prior-year ~~to the disposition date by aggregating the comparable prior period~~ revenue ~~of dispositions through the disposition date~~. ~~The acquisition revenue and disposition revenue amounts are netted in the table.~~

•~~Organic~~The ~~growth~~percentage change is calculated by ~~subtracting~~dividing the ~~foreign~~individual ~~exchange~~component ~~rate~~amount ~~impact,~~by ~~and~~ the ~~acquisition~~prior period revenue, ~~net~~base of ~~disposition~~that ~~revenue~~component ~~components~~($15,689.1 ~~from~~million ~~total~~and ~~revenue~~$14,692.2 ~~growth~~million for the Total column for December 31, 2025 and December 31, 2024, respectively).

~~•The~~Changes ~~percentage~~in ~~change~~the isvalue ~~calculated~~of byforeign ~~dividing~~currencies against the ~~individual~~U.S. ~~component~~Dollar ~~amount~~affect byour results of operations and financial condition. For the ~~prior~~most ~~period~~part, because the revenue ~~base~~and expense of ~~that~~our ~~component~~foreign ~~($14,692.2~~operations ~~million~~are ~~and~~both ~~$14,289.1~~denominated ~~million~~in ~~for~~the same local currency, the ~~Total~~economic ~~column~~impact ~~for~~on ~~December~~operating margin is minimized. Assuming exchange rates at January 3130, ~~2024~~2026, ~~and~~remain ~~December 31~~unchanged, ~~2023~~we expect the impact of changes in foreign exchange rates will be over a positive 2% for the full year of 2026. In addition, ~~respectively~~in connection with the Merger we identified planned dispositions of certain businesses in 2026 that we expect will occur within the next twelve months (see Note 14 to the consolidated financial statements). These businesses had revenue in the prior year of approximately $3.2 billion.

~~Changes~~In in the ~~value~~normal ofcourse ~~foreign currencies against the U.S. Dollar affect our results~~ of ~~operations and financial condition. For the most part~~business, ~~because the revenue and expense of~~ our ~~foreign~~agencies ~~operations are~~ both ~~denominated~~gain inand ~~the~~lose ~~same~~business ~~local~~from ~~currency,~~clients ~~the~~each ~~economic~~year ~~impact~~due onto ~~operating~~a ~~margin~~variety isof ~~minimized~~factors. ~~Assuming~~Under ~~exchange~~our ~~rates~~client-centric ~~at January 30~~approach, ~~2025,~~we ~~remain~~seek ~~unchanged,~~to webroaden ~~expect~~our ~~the~~relationships ~~impact~~with all of ~~changes~~our inclients. ~~foreign~~Our ~~exchange~~largest ~~rates~~client torepresented ~~reduce~~approximately ~~revenue between~~ 2.04% toand 2.57% ~~for~~of ~~the~~revenue ~~first~~for ~~quarter of~~ 2025 and by2024, 2respectively.0% ~~for~~Our ~~the~~ten ~~full~~largest ~~year.~~and ~~Based~~100 onlargest ~~our~~clients ~~acquisition~~represented ~~and~~approximately ~~disposition~~18.0% ~~activity~~and to54.2% ~~date,~~of ~~excluding~~revenue ~~the~~for ~~proposed~~2025, ~~merger with IPG~~respectively, weand ~~expect~~19.1% ~~that~~and ~~the~~54.4% ~~net~~of ~~impact~~revenue ~~will be flat~~ for ~~the~~2024, ~~first quarter and for the full year of 2025~~respectively.

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 approximately 2.7% and 3.0% of revenue for 2024 and 2023, respectively. Our ten largest and 100 largest clients represented approximately 19.1% and 54.4% of revenue for 2024, respectively, and 20.2% and 54.5% of revenue for 2023, respectively.

Revenue by Discipline

To monitor the changing needs of our clients and to further expand the scope of our services to key clients, we monitor revenue across a broad range of disciplines and group them into the following categories: Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential and Execution & Support,

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

	Year Ended December 31,
	2024				2023				2024 vs. 2023
	2025				2024				2025 vs. 2024
	$		% ofRevenue		$		% ofRevenue		$ Change		% ~~Organic~~Constant Currency Growth
Media & Advertising	$	810,~~466~~015.29	5458.0	%	$	78,~~891~~656.21	5355.72	%	$	~~575~~1,359.08	714.89	%
Precision Marketing	1,~~820~~938.95		11.62	%	1,~~473~~776.53		1011.03	%	~~347~~162.42		3.8.6	%
Public Relations	1,~~679~~613.26		109.73	%	1,~~578~~640.98		10.75	%	~~100~~(27.32)		3(2.72)	%
Healthcare	1,~~354~~379.79		8.50	%	1,~~362~~337.71		98.45	%	(842.0)8		(02.4)5	%
Branding & Retail Commerce	~~792~~617.96		53.16	%	~~853~~726.74		54.86	%	(60108.8)		(615.28)	%
Experiential	~~731~~862.57		45.70	%	~~651~~719.45		4.46	%	80143.12		1519.40	%
Execution & Support	843.7		5.4.9	%	~~880~~832.89		65.03	%	~~(37~~10.1)8		(0.54)	%
Revenue	$	1517,~~689~~271.19			$	1415,~~692~~689.21			$	~~996~~1,582.98	59.23	%

	Year Ended December 31,
	2023				2022				2023 vs. 2022
	2024				2023				2024 vs. 2023
	$		% ofRevenue		$		% ofRevenue		$ Change		% ~~Organic~~Constant Currency Growth
Media & Advertising	$	78,~~891~~656.21	5355.72	%	$	78,~~433~~101.98	5255.02	%	$	~~457~~554.3	68.57	%
Precision Marketing	1,~~473~~776.53		1011.03	%	1,~~426~~414.67		109.06	%	46361.96		323.15	%
Public Relations	1,~~578~~640.98		10.75	%	1,~~552~~540.73		10.95	%	26100.25		(05.8)1	%
Healthcare	1,~~362~~337.71		98.45	%	1,~~322~~342.34		9.31	%	40(5.43)		3(1.83)	%
Branding & Retail Commerce	~~853~~726.74		54.86	%	~~848~~788.10		5.94	%	5(61.6)		1(9.25)	%
Experiential	~~651~~719.45		4.46	%	635.63		4.43	%	1584.82		312.07	%
Execution & Support	~~880~~832.89		65.03	%	~~1,069~~869.97		7.5.9	%	(~~189~~36.18)		(14.08)	%
Revenue	$	1415,~~692~~689.21			$	14,~~289~~692.12			$	~~403~~996.19	47.12	%

~~Effective~~2025 January 1, 2023, we realigned the classification of certain services primarily within our Commerce & Branding, Execution & Support, and Experiential disciplines, and prior year amounts have been reclassifiedv. 2024

The year-over-year changes in worldwide revenue in 2025, compared to 2024, in our fundamental disciplines were: Media & Advertising increased $1,359.8 million, Precision Marketing increased $162.2 million, Public Relations decreased $27.2 million, Healthcare increased $42.8 million, Branding & Retail Commerce decreased $108.8 million, Experiential increased $143.2 million, and Execution & Support increased $10.8 million. Constant currency growth of $1,458.2, or 9.3%, primarily reflected increased client spending in Media & Advertising, led by our media business, as well as our Precision Marketing, Experiential and Healthcare disciplines compared to the prior year. Our performance also benefited from one month of IPG operations recorded in the fourth quarter of 2025. Constant currency growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations and Execution & Support disciplines. Changes in foreign exchange rates increased revenue by $124.6 million, or 0.8%. The increase in revenue from foreign exchange translation was primarily related to the strengthening of the Euro and British Pound currencies, partially offset by the weakening of the Australian and New Zealand Dollar, Brazilian Real and Canadian Dollar against the U.S. Dollar.

2024 v. 2023

The year-over-year changes in worldwide revenue in 2024, compared to 2023, in our fundamental disciplines were: Media & Advertising increased $~~575~~554.03 million, Precision Marketing increased $~~347~~361.46 million, Public Relations increased $100.35 million, Healthcare decreased $85.03 million, Branding & Retail Commerce decreased $6061.86 million, Experiential increased $8084.12 million, and Execution & Support decreased $3736.18 million. ~~Worldwide~~Constant ~~organic~~currency ~~revenue~~ growth ~~increased~~of ~~revenue~~ $~~768~~1,062.74 million, or 57.2%, primarily ~~reflecting~~reflected increased client spending in Media & Advertising, led by ~~Media~~our media business, as well as Precision Marketing, Public Relations and Experiential disciplines compared to the prior year. Our Public Relations discipline was helped by spending on the U.S. elections, and the Experiential discipline benefited from spending on the Summer Olympics. ~~Organic~~Constant currency growth was partially offset by underperformance in our Branding & Retail Commerce discipline. Changes in foreign exchange rates reduced revenue slightly. The decrease in revenue from foreign exchange translation was primarily related to the weakening of ~~some currencies, including~~ the Japanese Yen and Brazilian Real against the U.S. Dollar, partially offset by the strengthening of the British Pound, Colombian Peso and Euro against the U.S. Dollar. Acquisition revenue, net of dispositions, increased revenue $293.7 million, or 2.0% (see Notes 5 and 14 to the consolidated financial statements).

2023 v. 2022

The year-over-year changes in worldwide revenue in 2023, compared to 2022, in our fundamental disciplines were: Media & Advertising increased $457.3 million, Precision Marketing increased $46.9 million, Public Relations increased $26.2 million, Healthcare increased $40.4 million, Branding & Retail Commerce increased $5.6 million, Experiential increased $15.8 million, and Execution & Support decreased $189.1 million. Organic revenue increased across substantially all disciplines, except for Public Relations, which faced a difficult comparison to the prior year, and Execution & Support. The impact of foreign exchange translation slightly reduced our revenue. The decrease in revenue from foreign exchange translation was primarily related to the weakening of several currencies against the U.S. Dollar, including the Australian Dollar, Canadian Dollar, Japanese Yen, and

~~Chinese~~Brazilian ~~Renminbi,~~Real ~~partially offset by the Euro and British Pound, which strengthened~~ against the U.S. Dollar ~~compared to the prior year. The negative impact on revenue from acquisitions~~, ~~net~~partially ofoffset ~~dispositions,~~by ~~year-over-year was primarily due to dispositions in~~ the ~~Execution~~strengthening ~~& Support discipline in the first and second quarters~~ of ~~2023, including~~ the ~~sale~~British ~~of our research businesses~~Pound, asColombian ~~well~~Peso asand ~~the~~Euro ~~disposition~~against ~~of our businesses in Russia in~~ the ~~first~~U.S. ~~quarter of 2022, partially offset by acquisitions in our Media & Advertising and Public Relations disciplines in 2023~~Dollar.

Revenue by Geography

The year-over-year change in revenue and ~~organic~~constant currency growth in our geographic markets:

	Year Ended December 31,
	2024				2023				2024 vs. 2023
	2025				2024				2025 vs. 2024
	$		% ofRevenue		$		% ofRevenue		$ Change		% ~~Organic~~Constant Currency Growth
Americas:
North America	$	89,~~650~~592.2	55.25	%	$	78,~~951~~650.02	5455.21	%	$	~~699~~942.20	611.30	%
Latin America	~~433~~540.72		23.81	%	~~386~~433.87		2.68	%	46106.95		1729.23	%
EMEA:
Europe	4,~~439~~804.09		2827.29	%	4,~~266~~439.90		2928.04	%	~~172~~365.19		24.74	%
Middle East and Africa	~~319~~409.2		2.04	%	~~309~~319.62		2.10	%	990.60		527.28	%
Asia-Pacific	1,~~847~~925.04		11.81	%	1,~~777~~847.90		1211.18	%	6978.14		35.81	%
Revenue	$	1517,~~689~~271.19			$	1415,~~692~~689.21			$	~~996~~1,582.98	59.23	%

	Year Ended December 31,
	2023				2022				2023 vs. 2022
	2024				2023				2024 vs. 2023
	$		% ofRevenue		$		% ofRevenue		$ Change		% ~~Organic~~Constant Currency Growth
Americas:
North America	$	78,~~951~~650.02	5455.21	%	$	7,~~856~~951.0	5554.02	%	$	95699.02	28.69	%
Latin America	~~386~~433.87		2.68	%	~~329~~386.08		2.36	%	5746.89		1322.02	%
EMEA:
Europe	4,~~266~~439.90		2928.04	%	4,~~010~~266.59		2829.10	%	~~256~~172.41		63.25	%
Middle East and Africa	~~309~~319.62		2.10	%	~~346~~309.76		2.41	%	~~(37~~9.1)6		(54.8)9	%
Asia-Pacific	1,~~777~~847.90		1211.18	%	1,~~746~~777.9		12.21	%	3169.01		65.09	%
Revenue	$	1415,~~692~~689.21			$	14,~~289~~692.12			$	~~403~~996.19	47.12	%

~~The~~In ~~year-over-year~~2025, ~~increase~~worldwide revenue increased by $1,582.8 million, or 10.1%, to $17,271.9 million, compared to $15,689.1 million in ~~worldwide~~2024. Total revenue ~~across~~growth ~~our~~by geographic ~~markets~~region ~~for~~was ~~2024~~led ~~were:~~by North America, which increased $~~699~~942.20 million, or 810.89%, ~~Latin~~followed ~~America~~by Europe with an increase of $46365.9 million, or 128.12%,. ~~Europe~~Latin America increased $~~172~~106.15 million, or 424.06%, the Middle East and Africa increased $990.60 million, or 328.12%, and Asia-Pacific increased $6978.4 million, or 4.2%. The year-over-year increase in worldwide revenue reflected worldwide constant currency growth of $1,458.2 million, or 9.3%, along with a favorable impact from foreign exchange rates of $124.96 million, or 0.8%. Our performance also benefited from one month of IPG operations recorded in the fourth quarter of 2025.

~~The~~In ~~year-over-year~~2024, ~~change~~worldwide revenue increased by $996.9 million, or 6.8%, to $15,689.1 million, compared to $14,692.2 million in ~~worldwide~~2023. Total revenue ~~across~~growth ~~our~~by geographic ~~markets~~region ~~for~~was ~~2023~~led ~~was:~~by North America, which increased $95699.02 million, or 18.28%, ~~Latin~~followed ~~America~~by ~~increased~~Europe with an increase of $57172.81 million, or 174.60%, ~~Europe~~Latin America increased $~~256~~46.49 million, or 612.41%, the Middle East and Africa ~~decreased~~increased $379.16 million, or 103.71%, and Asia-Pacific increased $3169.01 million, or 3.9%. The year-over-year increase in worldwide revenue reflected worldwide constant currency growth of $1,062.84 million, or 7.2%, along with an unfavorable impact from foreign exchange of $65.5 million, or 0.4%.

North America

~~2024~~2025 vs. ~~2023~~2024

In North America, ~~organic~~constant ~~revenue~~currency growth of $951.2 million, or 11.0%, in ~~2024~~2025 compared to the prior year was ~~primarily~~ driven by strong performance in the United States, ~~especially~~particularly inwithin the Media & Advertising discipline, led by our media business, ~~and~~as well as our Precision Marketing, Experiential, Healthcare and ~~Public~~Execution ~~Relations~~& Support disciplines. Our ~~Public~~performance ~~Relations~~in ~~discipline~~the ~~was~~region ~~helped~~also bybenefited ~~spending~~from onone ~~the~~month ~~U.S.~~of ~~elections,~~IPG ~~and~~operations ~~the~~recorded ~~Experiential~~in ~~discipline~~the ~~benefited~~fourth ~~from~~quarter ~~spending~~of ~~on the Summer Olympics~~2025. ~~The~~This ~~organic~~ growth was partially offset by underperformance in our Branding & Retail Commerce, ~~Execution & Support and Healthcare disciplines~~discipline. ~~Acquisitions,~~The ~~net~~impact of ~~dispositions,~~foreign ~~positively~~currency ~~impacted~~exchange ~~revenue~~rates ~~and~~on ~~were~~revenue ~~primarily~~was related to the purchase of Flywheel Digital in January 2024 and acquisitions in the second half of 2023 in our Public Relations discipline, partially offset by dispositions in the Execution & Support discipline in the first half of 2023nominal.

~~2023~~2024 vs. ~~2022~~2023

In ~~2023,~~ North America’s, ~~organic~~constant ~~revenue~~currency growth ~~was~~in ~~driven~~2024 compared to the prior year was primarily driven by ~~the~~strong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and our Precision Marketing, Experiential, and ~~Healthcare~~Public Relations disciplines,. ~~partially~~Our ~~offset~~Public Relations discipline was helped by ~~negative~~spending ~~performance~~on inthe ~~our~~U.S. ~~Experiential~~elections, and ~~Branding~~the &Experiential ~~Retail~~discipline ~~Commerce~~benefited ~~disciplines,~~from ~~which~~spending ~~faced~~on ~~difficult~~the ~~comparisons~~Summer toOlympics. ~~the~~Constant ~~prior~~currency ~~year,~~growth ~~and~~was partially offset by underperformance in our ~~Execution~~Branding & ~~Support~~Retail ~~discipline. Acquisitions~~Commerce, ~~net~~Execution of& ~~dispositions~~Support, ~~negatively~~and ~~impacted~~Healthcare disciplines. Our U.S. revenue, ~~primarily~~in asour aPrecision ~~result~~Marketing ofdiscipline ~~dispositions~~benefited infrom the ~~Execution~~acquisition &of ~~Support~~Flywheel ~~discipline~~Digital in ~~the~~January ~~first~~2024 and ~~second~~acquisitions ~~quarters~~completed ofin ~~2023, including~~ the ~~sale~~second half of 2023 within our ~~research~~Public ~~businesses~~Relations discipline, partially offset by ~~acquisitions~~dispositions ~~during the year~~ in the ~~Media~~Execution & ~~Advertising,~~Support ~~Precision~~discipline ~~Marketing,~~during ~~and~~the ~~Public~~first ~~Relations~~half ~~disciplines.~~of 2023.

Latin America

2025 vs. 2024

In Latin America, constant currency growth in 2025 of $127.2 million, or 29.3%, compared to the prior year, was driven by a strong performance within the Media & Advertising discipline, led by our media business, and across all countries in the region. Our performance in the region also benefited from one month of IPG operations recorded in the fourth quarter of 2025. However, the weakening of most local currencies against the U.S. Dollar negatively impacted revenue in 2025, compared to 2024 by $20.6 million, or 4.8%.

2024 vs. 2023

In Latin America, ~~organic~~constant ~~revenue~~currency growth in 2024 compared to the prior year, increased in substantially all disciplines, led by Media & Advertising, and in all countries in the region. The weakening of most currencies against the U.S. Dollar decreased revenue in 2024 by $39.0 million, or 10.1%, compared to 2023. ~~Acquisitions~~Constant ~~positively~~currency ~~impacted~~growth ~~revenue~~in ~~and~~the ~~were~~region ~~primarily~~was ~~related~~impacted topositively ~~acquisition~~by ~~activity~~acquisitions in our Media & Advertising discipline in the prior year and the purchase of Flywheel Digital in January 2024.

2033 vs. 2022

In Latin America, organic revenue growth in 2023 increased in all our disciplines, led by our Media & Advertising discipline, and in substantially all countries in the region. The strengthening of most currencies, especially the Mexican Peso and Brazilian Real, partially offset by the weakening of the Argentine Peso against the U.S. Dollar, increased revenue in 2023 compared to 2022.

EMEA

Europe

2025 vs. 2024

In Europe, constant currency growth in 2025 of $196.2 million, or 4.4%, compared to the prior year was driven by strong performance in our Media & Advertising discipline, led by our media business. Our performance in the region also benefited from one month of IPG operations recorded in the fourth quarter of 2025. Foreign currency exchange rate changes increased revenue year-over-year by $169.7 million, or 3.8%, primarily as a result of the strengthening of the Euro and British Pound. In the U.K., constant currency growth of 3.6% year-over-year was led by our media business, in our Media & Advertising discipline, and in our Experiential discipline, partially offset by underperformance in other disciplines. In Continental Europe, which includes the Euro Zone and the other European countries, constant currency growth year-over-year of 4.9% was led by our Media & Advertising and Public Relations disciplines. Constant currency growth by country was led by Turkey, Poland, Germany and Italy, partially offset by underperformance in the Netherlands and France.

2024 vs. 2023

In Europe, ~~organic~~constant ~~revenue~~currency growth in 2024 compared to the prior year was driven by strong performance in our Media & Advertising discipline, led by our media business, and in our Experiential and Execution & Support disciplines, partially offset by underperformance in our Precision Marketing, Branding & Retail Commerce and Public Relations disciplines. Foreign currency exchange rate changes increased revenue year-over-year by $20.8 million, or 0.5%, primarily as a result of the strengthening of the British Pound, partially offset by the weakening of several currencies against the U.S. Dollar ~~year-over-year~~. Acquisitions, net of dispositions, for 2024, positively impacted revenue and were primarily related to the purchase of Flywheel Digital in January 2024 and acquisition activity in our Media & Advertising discipline in the second half of 2023, partially offset by dispositions in the Execution & Support discipline in the first half of 2023. In 2024, ~~total~~constant ~~revenue~~currency ~~in the U.K. increased 7.1% to $1,700.5 million. Organic revenue~~ growth year-over-year in the U.K. ~~was~~of 24.73%, ~~with~~was ~~growth~~ led by our media business, in our Media & Advertising discipline, and our Experiential and Execution & Support disciples, partially offset by negative performance in our Precision Marketing, Branding & Retail Commerce, and Public Relations disciplines. In Continental Europe, which includes the Euro Zone and the other European countries, ~~organic~~constant currency growth year-over-year of 23.81% was across substantially all disciplines,. Constant currency growth by country was led by Turkey, Spain, Germany and Netherlands, ~~and was~~ partially offset by ~~weakness~~underperformance in France and Italy.

~~2023~~Middle East and Africa 2025 vs. ~~2022~~2024 vs. 2023

In ~~Europe~~the ~~for~~Middle ~~2023~~East ~~compared to 2022, organic revenue increased across most countries in our major markets~~ and ~~in substantially all disciplines~~Africa, ~~especially~~constant ~~our Media & Advertising discipline, led by our media business, and our Experiential discipline, partially offset by a decrease in our Public Relations discipline. Foreign~~ currency ~~changes~~growth ~~increased revenue~~ in ~~2023,~~2025 ~~primarily as a result~~ of ~~the strengthening of the Euro and British Pound against the U~~$88.S.8 ~~Dollar year-over-year. Acquisition revenue~~million, ~~net~~or ~~of disposition revenue~~27.8%, ~~reduced revenue~~ compared to ~~the~~2024 ~~prior~~was ~~year,~~ primarily ~~due~~a toresult ~~the disposition~~ of ~~our~~a ~~businesses~~strong inperformance ~~Russia~~ in ~~the~~our ~~first~~Media ~~quarter~~& ofAdvertising ~~2022~~ and ~~the~~Experiential ~~disposition of certain businesses~~disciplines, ~~primarily~~including ~~our~~the ~~research~~benefit ~~businesses~~from inone ~~the~~month ~~Execution~~of &IPG ~~Support~~operations ~~discipline~~recorded in the ~~second~~fourth quarter of ~~2023~~2025. InFor ~~2023~~2025, ~~total revenue in~~ the ~~U.K.~~strengthening ~~increased~~of ~~4.0%~~certain tocurrencies ~~$1,587.3~~in ~~million.~~the ~~Organic~~region ~~revenue~~against ~~growth year-over-year in~~ the U.KS. ~~was~~Dollar ~~4.7%,~~increased ~~with~~revenue growth across most disciplines, led by our media business in our Media & Advertising discipline, partially offset by negative performance in our Precision Marketing and Public Relations disciplines. In Continental Europe, which includes the Euro Zone and the other European countries, organic growth year-over-year ~~of 7~~.2% ~~was led by Italy, France, and Germany across substantially all disciplines.~~

In the Middle East and Africa for 2024, ~~vs.~~constant currency growth compared to 2023, vswas primarily a result of a strong performance in our Media & Advertising and Experiential disciplines. ~~2022~~For 2024, the weakening of certain currencies in the region against the U.S. Dollar decreased revenue year-over-year.

In the Middle East and Africa for 2024, organic revenue increased compared to 2023, primarily as a result of our Media & Advertising and Experiential disciplines. For 2024, the strengthening of certain currencies in the region against the U.S. Dollar decreased revenue year-over-year. For 2023, organic revenue decreased compared to 2022, primarily as a result of our Experiential discipline, which faced difficult comparisons in the region, partially offset by our Media & Advertising discipline. In 2023 as compared to 2022, the weakening of certain currencies in the region against the U.S. Dollar also decreased revenue year-over-year.

Asia-Pacific

~~2024~~2025 vs. ~~2023~~2024

In Asia-Pacific, ~~during~~constant ~~2024,~~currency ~~organic~~growth ~~revenue~~in ~~increased~~2025 of $94.8 million, or 5.1%, compared to ~~2023.~~2024 ~~Organic~~was ~~growth~~led inby our Media & Advertising discipline, ~~was~~ partially offset by underperformance in our ~~Precision~~Experiential ~~Marketing~~ and ~~Public~~Precision ~~Relations~~Marketing disciplines. ~~Substantially~~Our ~~all~~performance in the region also benefited from one month of IPG operations recorded in the fourth quarter of 2025. Several markets in the region, especially ~~China,~~ India, ~~Australia~~Japan, ~~the~~New Zealand, Philippines and ~~Thailand~~Malaysia, had positive ~~organic~~constant ~~revenue~~currency growth as compared to the prior year. Foreign currency changes decreased revenue for the year by $16.3 million, or 0.9%, primarily as a result of the weakening of the ~~Japanese~~Australian ~~Yen~~Dollar and ~~Chinese~~New ~~Reminbi~~Zealand Dollar against the U.S. Dollar. ~~Acquisition activity, including the purchase of Flywheel Digital in January 2024, increased revenue compared to the prior year.~~

~~2023~~2024 vs ~~2022~~2023

~~Organic~~In ~~revenue for~~ Asia-Pacific, constant currency growth in ~~2023~~2024 ~~increased~~of $104.2 million, or 5.9%, compared to ~~2022~~2023 ~~across~~was ~~most~~driven ~~major~~by our Media & Advertising discipline, partially offset by underperformance in our Precision Marketing and Public Relations disciplines. Substantially all markets in the region, especially China, India, Australia, the Philippines and ~~Japan~~Thailand, ~~and~~had ~~was~~positive ~~led~~constant bycurrency ~~our~~growth ~~media~~as ~~business~~compared into ~~our~~the ~~Media~~prior &year. ~~Advertising~~Foreign ~~discipline~~currency ~~and~~changes ~~our~~decreased ~~Experiential~~revenue ~~discipline~~for the year by $35.1 ~~The~~million, ~~organic~~or ~~revenue~~2.0%, ~~growth~~primarily ~~was~~as ~~partially~~a ~~offset~~result byof the weakening of ~~certain~~the ~~currencies~~Japanese inYen ~~the~~and ~~region~~Chinese Reminbi against the U.S. Dollar. Acquisition activity, ~~especially~~including the ~~Australian~~purchase ~~Dollar~~of Flywheel Digital in January 2024, ~~Japanese~~increased ~~Yen~~revenue ~~and~~compared ~~Chinese~~to ~~Renminbi~~the prior year.

Revenue by Industry

Revenue by industry sector:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Pharmaceuticals and Healthcare	1615	%	16	%	16	%
Food and Beverage	15	%	15	%	15	%
Auto	12	%	12	%	12	%
Consumer Products	109	%	810	%	8	%
Financial Services	8	%	7	%	8	%
Retail	8	%	6	%	6	%
Technology	8	%	8	%	8	%
Financial Services	7	%	8	%	8	%
Travel and Entertainment	7	%	7	%	7	%
Travel and Entertainment	7	%	7	%	6	%
Government	3	%	4	%	4	%
Retail	6	%	6	%	6	%
Telecommunications	3	%	3	%	4	%
Telecommunications	3	%	4	%	4	%
Services	3	%	3	%	2	%
Government	4	%	4	%	4	%
Services	3	%	2	%	3	%
Oil, Gas and Utilities	2	%	2	%	2	%
Not-for-Profit	1	%	1	%	1	%
Education	1	%	1	%	1	%
Other	5	%	65	%	6	%
Total	100	%	100	%	100	%

Operating Expenses

The year-over-year change in operating expenses:

	Year Ended December 31,
	2024				2023				2024 vs. 2023
	2025				2024				2025 vs. 2024
	$		% ofRevenue		$		% ofRevenue		$Change		%Change
Revenue	$	1517,~~689~~271.19			$	1415,~~692~~689.21			$	~~996~~1,582.98	610.81	%
Operating Expenses:
Salary and service costs:
Salary and related costs	7,~~441~~777.49		4745.40	%	7,~~212~~441.84		4947.14	%	~~228~~336.65		34.25	%
Third-party service costs	34,~~348~~113.67		2123.38	%	23,~~917~~348.96		1921.93	%	~~430~~765.71		1422.8	%
Third-party incidental costs	~~642~~752.54		4.14	%	~~570~~642.5		34.91	%	72109.09		1217.61	%
Total salary and service costs	1112,~~432~~644.50		7273.92	%	1011,~~701~~432.25		72.89	%	~~731~~1,211.35		610.86	%
Occupancy and other costs	1,~~274~~366.47		87.19	%	1,~~168~~274.84		8.01	%	~~105~~92.63		97.02	%
Real estate and other repositioning costs	57.8		0.4	%	191.5		1.3	%	(133.7)
Severance and repositioning costs	1,247.0		7.2	%	57.8		0.4	%	1,189.2
Gain on disposition of subsidiary	—		—	%	(78.8)		(0.5)	%	78.8
Loss on assets held for sale and dispositions	547.1		3.2	%	—		—	%	547.1
Cost of services	1215,~~764~~804.78				1112,~~982~~764.7				~~782~~3,040.01		623.58	%
Selling, general and administrative expenses	~~408~~745.17		24.63	%	~~393~~408.71		2.76	%	14337.46		382.7	%
Depreciation and amortization	~~241~~276.7		1.56	%	~~211~~241.17		1.45	%	3035.60		14.5	%
Total operating expenses	1316,~~414~~827.52		8597.54	%	1213,~~587~~414.5		85.75	%	~~827~~3,412.07		625.64	%
Operating Income	$	~~2,274~~444.67	142.56	%	$	2,~~104~~274.76	14.35	%	$	~~169~~(1,829.9)	8(80.14)	%

	Year Ended December 31,
	2023				2022				2023 vs. 2022
	2024				2023				2024 vs. 2023
	$		% ofRevenue		$		% ofRevenue		$Change		%Change
Revenue	$	1415,~~692~~689.21			$	14,~~289~~692.12			$	~~403~~996.19	26.8	%
Operating Expenses:
Salary and service costs:
Salary and related costs	7,~~212~~441.84		4947.14	%	7,~~197~~212.98		5049.41	%	14228.96		03.2	%
Third-party service costs	23,~~917~~348.96		1921.93	%	2,~~585~~917.59		1819.19	%	~~332~~430.47		1214.98	%
Third-party incidental costs	~~570~~642.5		34.91	%	~~542~~570.5		3.89	%	2872.0		512.26	%
Total salary and service costs	1011,~~701~~432.25		72.89	%	10,~~325~~701.92		72.38	%	~~375~~731.3		3.6.8	%
Occupancy and other costs	1,~~168~~274.84		8.01	%	1,168.68		8.20	%	0105.26		—9.0	%
Real estate and other repositioning costs	191.5		1.3	%	—		—	%	191.5		—	%
Severance and repositioning costs	57.8		0.4	%	191.5		1.3	%	(133.7)		(69.8)	%
Charges arising from the effects of the war in Ukraine	—		—	%	113.4		0.8	%	(113.4)
Gain on assets held for sale and dispositions	—		—	%	(78.8)		(0.5)	%	78.8
Gain on disposition of subsidiary	(78.8)		(0.5)	%	—		—	%	(78.8)
Cost of services	12,764.7				11,982.7				782.0		6.5	%
Cost of services	11,982.7				11,607.9				374.8		3.2	%
Selling, general and administrative expenses	408.1		2.6	%	393.7		2.7	%	14.4		3.7	%
Selling, general and administrative expenses	393.7		2.7	%	378.5		2.6	%	15.2		4.0	%
Depreciation and amortization	241.7		1.5	%	211.1		1.4	%	30.6		14.5	%
Depreciation and amortization	211.1		1.4	%	219.4		1.5	%	(8.3)		(3.8)	%
Total operating expenses	13,414.5		85.5	%	12,587.5		85.7	%	827.0		6.6	%
Total operating expenses	12,587.5		85.7	%	12,205.8		85.4	%	381.7		3.1	%
Operating Income	$	2,274.6	14.5	%	$	2,104.7	14.3	%	$	169.9	8.1	%
Operating Income	$	2,104.7	14.3	%	$	2,083.3	14.6	%	$	21.4	1.0	%

We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs. As a service business, salary and service costs make up the significant portion of our operating expenses and substantially all these costs comprise the essential components directly linked to the delivery of our services. Salary and service costs include employee compensation and benefits, freelance labor, third-party service costs, and third-party incidental costs. Third-party service costs include vendor costs when we act as principal in providing services to our clients. Third-party incidental costs that are required to be included in revenue primarily consist of client-related travel and incidental out-of-pocket costs that are billed back to the client directly at our cost. Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs, general office expenses and other expenses. Adverse and beneficial fluctuations in foreign currencies from year-over-year impact our results of operations and financial condition when we translate our financial statements from local foreign currencies to the U.S. Dollar. 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 year-over-year from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the year ended December 31, ~~2024~~2025.

Merger with IPG

In connection with the Merger, we took certain repositioning actions, in the fourth quarter 2025, intended to realize cost synergies within our newly combined operations. In addition, we identified certain businesses for disposition within the year. As a result, included in operating expenses in 2025 are $1,247.0 million, primarily for severance, real estate and other asset impairment charges, and contract cancellation and other costs, and $547.1 million of charges to reflect the businesses to be disposed at their net realizable value. In addition, we incurred transaction and other administrative costs related to the Merger of $347.3 million, which are included in Selling, general and administrative expenses (see Notes 13 and 14 to the consolidated financial statements).

2025 vs. 2024

Operating expenses in 2025 increased $3,412.7 million, or 25.4%, to $16,827.2 million, compared to the prior year, primarily as a result of the repositioning charges related to the Merger, as discussed above. In addition, there were repositioning costs related to efficiency initiatives taken in the second quarter of 2025, primarily within Omnicom Advertising and Omnicom Production (see Notes 13 and 14 to the consolidated financial statements). Operating expenses also increased year-over-year as a result of our revenue growth and the inclusion of one month of IPG operating expenses in the fourth quarter 2025.

2024 vs. 2023

Operating expenses in 2024 increased $827.0 million, or 6.6%, to $13,414.5 million ~~from $12~~,~~587.5~~ ~~million,~~ compared to the prior year, primarily as a result of ~~organic~~constant currency growth and the acquisition of Flywheel in the first quarter of 2024 (see Note 5 to the consolidated financial statements). Operating expenses for 2024 include the impact of repositioning costs, primarily related to severance, recorded in the second quarter of 2024 for $57.8 million in connection with our strategic initiatives to increase efficiencies in our international operations and the start of the consolidation of our production services (see Note 13 to the consolidated financial statements). Included in selling, general and administrative expenses in the fourth quarter of 2024 are acquisition ~~transaction~~related costs of $14.6 million ($13.1 million after-tax) related to the ~~proposed~~Merger ~~merger with IPG~~ (see Note 1 to the consolidated financial statements). In 2023, the gain on disposition of subsidiaries decreased operating expenses by $78.8 million.

2023 vs. 2022

Operating expenses in 2023 increased $381.7 million, or 3.1%, to $12,587.5 million from $12,205.8 million. Operating expenses for 2023 reflect the net impact of the gain on disposition of certain research businesses in our Execution & Support discipline of $78.8 million, repositioning costs related to real estate and other exit charges and severance costs of $191.5 million (see Notes 13 and 14 to the consolidated financial statements) and acquisition transaction costs of $14.5 million, primarily related to the Flywheel Digital acquisition that closed in January 2024.

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.

2025 vs. 2024

Salary and service costs for 2025 increased $1,211.5 million, or 10.6%, to $12,644.0 million, compared to the prior year, primarily as a result of our constant currency growth and the inclusion of one month of IPG operations. Salary and related costs for 2025 increased $336.5 million, or 4.5%, to $7,777.9 million. These costs decreased as a percentage of revenue, primarily as a result of the efficiencies realized from the severance actions and other costs reductions undertaken in 2024 and the first half of 2025. Third-party service costs for 2025 increased $765.1 million, or 22.8%, to $4,113.7 million, primarily as a result of revenue growth in our Media & Advertising and Experiential disciplines and the effects of including one month of IPG operations. Third-party incidental costs for 2025 increased $109.9 million, or 17.1%, to $752.4 million as result of our revenue growth and the effects of including one month of IPG operations.

2024 vs. 2023

Salary and service costs ~~for~~in 2024 increased $731.3 million, or 6.8%, to $11,432.5 million, compared to the prior year. Salary and related costs for 2024 increased $228.6 million, or 3.2%, to $7,441.4 million, primarily as a result of our acquisition of Flywheel Digital. These costs decreased as a percentage of revenue, primarily due to the reduction in headcount arising from our ongoing repositioning actions and changes in our global employee mix. Third-party service costs for 2024 increased $430.7 million, or 14.8%, to $3,348.6 million, primarily as a result of ~~organic~~revenue growth in our Media & Advertising and Experiential disciplines. Third-party incidental costs for 2024 increased $72.0 million, or 12.6%, to $642.5 million.

2023 vs. 2022

Salary and service costs in 2023 compared to the prior year period increased $375.3 million, or 3.6% to $10,701.2 million. Salary and related costs for 2023 increased $14.9 million, or 0.2%, to $7,212.8 million, primarily due to an increase in headcount. Headcount increased in 2023 as a result of organic growth and our acquisition activity; the increase was partially offset by the dispositions in our Execution & Support discipline in the first and second quarters of 2023. Third-party service costs for 2023 increased $332.4 million, or 12.9%, to $2,917.9 million due to changes in the mix of our businesses year-over-year, and were less impacted by the effects of our disposition activity during the year. Third-party incidental costs for 2023 increased $28.0 million, or 5.2%, to $570.5 million.

Operating Expenses - Occupancy and Other Costs

Occupancy and other costs are less directly linked to changes in revenue than salary and service costs.

2025 vs. 2024

Occupancy and other costs for 2025, increased by $92.3 million, or 7.2%, year-over-year to $1,366.7 million, primarily driven by the effects of including one month of IPG occupancy costs. As a percentage of revenue, occupancy and other costs increased year-over-year as higher office costs were only partially offset by rent expense.

2024 vs. 2023

Occupancy and other costs for 2024, increased by $105.6 million, or 9.0%, year-over-year to $1,274.4 million, primarily resulting from acquisition activity. Increased office and other related costs were partially offset by lower rent expense in the year.

2023 vs. 2022

Occupancy and other costs for 2023, increased slightly by $0.2 million year-over-year. Lower rent expense was partially offset by an increase in office and other related costs in the year. In connection with the transition to a flexible working environment, a hybrid model which allows for partial remote work, we took certain actions in the first quarter of 2023 to reduce and reposition our office lease portfolio and recorded a charge of $119.2 million, which included an $80.4 million non-cash impairment charge for operating lease right-of-use, or ROU, assets, $20.0 million for the write-off of the net book value of leasehold improvements at the affected locations, and $18.8 million of other lease obligations. Substantially all of the operating lease payments related to the ROU assets will be paid out through December 31, 2026 (see Note 13 to the consolidated financial statements).

Operating Expenses - Selling, General & Administrative Expenses

SG&A expenses primarily consist of third-party marketing costs, professional fees, and 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.

2025 vs. 2024

SG&A expenses increased $337.6 million in 2025 compared to 2024, primarily due to acquisition-related costs for the IPG acquisition of, $347.3 million ($318.5 million after-tax) (see Note 1 to the consolidated financial statements).

2024 vs. 2023

SG&A expenses for 2024 increased $14.4 million compared to 2023, primarily due to professional fees related to our strategic initiatives. Included in selling, general and administrative expenses in the fourth quarter of 2024 are acquisition-related ~~transaction~~ costs of $14.6 million ($13.1 million after-tax) related to the ~~proposed~~Merger ~~merger~~ with IPG (see Note 1 to the consolidated financial statements).

2023 vs. 2022

SG&A expenses for 2023 increased $15.2 million compared to 2022, primarily as a result of higher professional fees in connection with our acquisition activity during the year, and acquisition transaction costs of $14.5 million ($13.0 million after-tax), primarily related to the Flywheel Digital acquisition that closed in January 2024.

Operating Income

2025 vs. 2024

Operating income for 2025 decreased $1,829.9 million, to $444.7 million, compared to 2024, and operating margin decreased to 2.6% from 14.5%. EBITA decreased $1,801.6 million to $560.5 million, and EBITA margin decreased to 3.2% from 15.1%. The net effect of primarily severance, real estate repositioning, contract cancellations and other costs, and loss on planned dispositions of certain businesses in connection with the Merger, as well as costs incurred in connection with efficiency initiatives taken in the second quarter of 2025, primarily within Omnicom Advertising and Omnicom Production (see Notes 13 and 14 to the consolidated financial statements) reduced both operating income and EBITA by $2,141.4 million, and reduced both operating margin by 12.4% and EBITA margin by 12.4%. In 2024, the net effect of repositioning actions, primarily related to severance, recorded in the second quarter of 2024 and acquisition-related costs recorded in the fourth quarter of 2024 (see Note 13 to the consolidated financial statements) reduced both operating income and EBITA by $72.4 million, and reduced both operating margin and EBITA margin by 0.4%.

2024 vs. 2023

Operating income for 2024 increased $169.9 million, or 8.1%, to $2,274.6 million, compared to 2023, and operating margin increased to 14.5% from 14.3%. EBITA increased $195.6 million to $2,362.1 million, and EBITA margin increased to 15.1% from 14.7%. The net effect of repositioning actions, primarily related to severance, recorded in the second quarter of 2024 and acquisition ~~transaction~~related costs recorded in the fourth quarter of 2024 (see Note 13 to the consolidated financial statements) reduced both operating income and EBITA by $72.4 million, and reduced both operating margin by 0.5% and EBITA margin by 0.4%. ~~The~~In 2023, the net effect of the real estate and other repositioning costs, the gain on disposition of subsidiaries (see Notes 13 and 14 to the consolidated financial statements) and acquisition costs, reduced both operating income and EBITA by $127.2 million, and reduced both operating margin and EBITA margin by 0.9% in 2023.

2023 vs. 2022

Operating income for 2023 compared to 2022, increased $21.4 million to $2,104.7 million and operating margin decreased to 14.3% from 14.6%. EBITA decreased $24.4 million to $2,166.5 million and EBITA margin decreased to 14.7% from 15.0%. The net effect of the real estate and other repositioning costs, the gain on disposition of subsidiaries (see Notes 13 and 14 to the consolidated financial statements) and acquisition costs, reduced both operating income and EBITA by $127.2 million, and reduced both operating margin and EBITA margin by 0.9%. Operating income and EBITA in 2022 included a reduction of $113.4 million related to charges arising from the war in Ukraine, which decreased both operating margin and EBITA margin by 0.8%.

Net Interest Expense

2025 vs. 2024

Net interest expense in 2025 increased $19.5 million year-over-year to $166.5 million. Interest expense increased by $15.5 million year-over-year to $263.4 million, due primarily to higher weighted average cost of debt in 2025 (see Note 7 to the consolidated financial statements). In addition, 2025 includes one month of interest expense related to the IPG debt exchange (see Note 7 to the consolidated financial statements). Interest income in 2025 decreased $4.0 million to $96.9 million, principally due to lower interest rates. Going forward we expect net interest expense to increase by $210 million, primarily from assumed IPG debt and refinancing activities during the year.

2024 vs. 2023

Net interest expense in 2024 increased $35.2 million year-over-year to $147.0 million. Interest expense on debt increased by $31.2 million year-over-year, primarily related to the issuance in the first quarter of 2024 of €600.0 million 3.70% Senior Notes due 2032, or 2032 Notes, and the issuance in the third quarter of 2024 of $600.0 million 5.30% Senior Notes due 2034, or 2034 Notes. The net proceeds from the issuance of the 2032 Notes were used for general corporate purposes, including working capital expenditures, acquisitions and repurchases of our common stock. The net proceeds from the issuance of the 2034 Notes, along with available cash, were used to fund the repayment of our $750 million 3.65% Senior Notes on November 1, 2024 (see Note 7 to the consolidated financial statements). Interest income in 2024 decreased $5.8 million year-over-year to $100.9 million, primarily as a result of lower cash balances in the first half of the year due to the timing of our financing and acquisition activity, including the purchase of Flywheel in the first quarter of 2024.

~~2023 vs. 2022~~28

Net interest expense in 2023 decreased $26.1 million year-over-year to $111.8 million. Interest expense increased by $9.9 million year-over-year, primarily related to non-cash interest charges on pension and other postemployment benefits (see Note 12 to the consolidated financial statements). Interest income in 2023 increased $36.0 million year-over-year to 106.7 million, primarily as a result of higher average cash balances.

Income Taxes

2025 vs. 2024

Our effective tax rate for 2025 increased year-over-year to 87.1%. The effective tax rate for 2025 was unfavorably impacted by the lower tax benefit associated with the non-deductibility in certain jurisdictions of severance and repositioning charges, loss on disposition of subsidiaries and acquisition-related costs related to the Merger. The effective tax rate for 2024 includes an increase of approximately $7.5 million of favorable impacts from the resolution of certain non-U.S. tax positions.

2024 vs. 2023

Our effective tax rate for 2024 remained flat year-over-year at 26.3%. The effective tax rate for 2024 was favorably impacted by the windfall tax benefit on share-based compensation. The effective tax rate for 2023 includes an increase of approximately $10.7 million in income tax expense related to a lower tax benefit in certain jurisdictions for the real estate and other repositioning costs in the period and an increase in the U.K. statutory tax rate, partially offset by approximately $10.0 million of favorable impacts from the resolution of certain non-U.S. tax positions.

28Net Income (Loss) and Net Income Per Share - Omnicom Group, Inc.

~~2023~~2025 vs. ~~2022~~2024

~~Our~~Net ~~effective~~income ~~tax~~(loss) ~~rate~~- ~~for~~Omnicom ~~2023~~Group Inc. in 2025 decreased $1,535.1 million to a $54.5 million net loss from $1,480.6 million of net income. The year-over-year decrease is due to 26the factors described above.3% ~~from~~Diluted 28net income (loss) per share - Omnicom Group Inc.1% decreased to a $0.27 ~~The~~net ~~higher~~loss ~~effective~~per ~~tax~~share ~~rate~~in 2025, from net income of $7.46 in 2024, due to the factors described above and the impact of the increase in our weighted average common shares outstanding resulting from the equity consideration in connection with the Merger, partially offset by repurchases of our common stock, net of shares issued for ~~2022~~restricted ~~was~~stock ~~predominantly~~awards, stock option exercises and the ~~result~~employee stock purchase plan during the year. For 2025, the effects of severance, real estate repositioning costs, contract cancellations and other costs, and loss on dispositions of certain businesses in connection with the ~~non-deductibility~~Merger, as well as costs related to efficiency initiatives taken in the second quarter of 2025, primarily within Omnicom Advertising and Omnicom Production (see Notes 13 and 14 to the consolidated financial statements) reduced net income - Omnicom Group Inc. by $~~113~~1,750.45 million ~~charge~~and diluted net income per share - Omnicom Group Inc. by $8.50. In 2024, the net effect of repositioning actions, primarily related to severance, recorded in the ~~first~~second quarter of ~~2022,~~2024 ~~arising~~and ~~from~~acquisition-related costs recorded in the ~~effects~~fourth quarter of 2024 (see Note 13 to the ~~war~~consolidated infinancial ~~Ukraine~~statements) reduced net income - Omnicom Group Inc. by $56.0 million and diluted net income per share - Omnicom Group Inc. by $0.28.

Numerous foreign jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion, or Pillar Two, model rules issued by the Organization for Economic Co-operation and Development. A minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million.

Under the Pillar Two rules, a company would be required to determine a combined effective tax rate for all entities located in a jurisdiction. If the jurisdictional effective tax rate determined under the Pillar Two is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%. We are continuing to monitor the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business. The provisions effective in 2024 did not have a materially adverse impact on our results of operations, financial condition or cash flows.

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

2024 vs. 2023

Net income - Omnicom Group Inc. in 2024 increased $89.2 million to $1,480.6 million from $1,391.4 million. The year-over-year increase is due to the factors described above. Diluted net income per share - Omnicom Group Inc. increased to $7.46 in 2024, from $6.91 in 2023, due to the factors described above and the impact of the reduction in our weighted average common shares outstanding resulting from the repurchases of our common stock, net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase plan during the year. For 2024, the net impact of the real estate and other repositioning costs, primarily related to severance, recorded in the second quarter of 2024 (see Note 13 to the consolidated financial statements) and acquisition-related ~~transaction~~ costs, recorded in the fourth quarter of 2024 reduced net income - Omnicom Group Inc. by $56.0 million and diluted net income per share - Omnicom Group Inc. by $0.28. In 2023, the net effect of the gain on disposition of subsidiary increased net income - Omnicom Group Inc. by $102.6 million and diluted income per share - Omnicom Group Inc. by $0.50.

2023 vs. 2022

Net income - Omnicom Group Inc. in 2023 increased $74.9 million to $1,391.4 million from $1,316.5 million. The year-over-year increase is due to the factors described above. Diluted net income per share - Omnicom Group Inc. decreased to $6.91 in 2023, compared to $6.36 in 2022, due to the factors described above and the impact of the reduction in our weighted average common shares outstanding resulting from repurchases of our common stock, net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase plan during the year. For 2023, the net impact of the real estate and other repositioning costs (see Note 13 to the consolidated financial statements), gain on disposition of subsidiaries (see Note 14 to the consolidated financial statements) and acquisition transaction costs reduced net income - Omnicom Group Inc. by $102.6 million and diluted net income per share - Omnicom Group Inc. by $0.50.

NON-GAAP FINANCIAL MEASURES

We use certain non-GAAP financial measures in describing our performance. We use EBITA and EBITA Margin as additional operating performance measures, which exclude from operating income the non-cash amortization expense of acquired intangible assets and internally developed strategic platform assets. We believe EBITA and EBITA Margin are useful measures for investors to evaluate the performance of our business and allow for comparability between the periods presented. We also use constant currency growth as an additional operating performance measure. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

Reconciliation of Non-GAAP Financial Measures

The following table reconciles the U.S. GAAP financial measure of Net Income - Omnicom Group Inc. to EBITA and EBITA Margin:

	Year Ended December 31,
	2024			2023			2022
	2025			2024			2023
Net Income - Omnicom Group Inc.	$	1,480.6		$	1,391.4		$	1,316.5
Net Income (Loss) - Omnicom Group Inc.	$	(54.5)		$	1,480.6		$	1,391.4
Net Income Attributed To Noncontrolling Interests	9398.42			8193.84			8781.38
Net Income	~~1,574~~43.07			1,~~473~~574.20			1,~~403~~473.82
Income From Equity Method Investments	67.97			56.29			5.2
Income Tax Expense	~~560~~242.52			~~524~~560.95			~~546~~524.89
Income Before Income Taxes and Income From Equity Method Investments	~~2,127~~278.62			12,~~992~~127.96			1,~~945~~992.49
Interest Expense	~~247~~263.94			~~218~~247.59			~~208~~218.65
Interest Income	~~100~~96.9			~~106~~100.79			70106.7
Operating Income	~~2,274~~444.67			2,~~104~~274.76			2,~~083~~104.37
Add back: Amortization of acquired intangible assets and internally developed strategic platform assets	87115.58			6187.85			5861.8
Earnings before interest, taxes, and amortization of intangible assets (“EBITA”)	$	2,362.1		$	2,166.5		$	2,142.1
Earnings before interest, taxes, and amortization of intangible assets (EBITA)	$	560.5		$	2,362.1		$	2,166.5
Revenue	$	1517,~~689~~271.19		$	1415,~~692~~689.21		$	14,~~289~~692.12
EBITA	$	~~2,362~~560.15		$	2,~~166~~362.51		$	2,~~142~~166.15
EBITA Margin %	153.12		%	1415.71		%	1514.07		%

LIQUIDITY AND CAPITAL RESOURCES

Cash Sources and Requirements

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 $23.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, terminating on ~~June~~November 226, ~~2028~~2030, the ability to issue up to $23 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 $~~517~~1.41 ~~million~~billion. Our liquidity sources fund our non-discretionary cash requirements and our discretionary spending. Our $600 million Delayed Draw Term Loan Agreement automatically terminated on July 15, 2024.

Working capital, which we define as current assets minus current liabilities, is our principal non-discretionary funding requirement. Our working capital cycle typically peaks during the second quarter of the year due to the timing of payments for incentive compensation, income taxes and contingent purchase price obligations. In addition, we have contractual obligations related to our long-term debt (principal and interest payments), recurring business operations, primarily related to lease obligations, and acquisition -related obligations. 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 $92.6 million from December 31, 2023. The decrease was composed of:~~30

Sources
Net cash provided by operating activities - as reported	$	1,733.5
Add back: Decrease in operating capital	231.2
Principal cash sources	$	1,964.7
Uses
Capital expenditures	$	(140.6)
Dividends paid to common shareholders	(552.7)
Dividends paid to noncontrolling interest shareholders	(85.4)
Acquisition payments, including payment of contingent purchase price obligations and acquisition of additional noncontrolling interests	(998.1)
Repurchases of common stock, net of proceeds from stock plans	(268.6)
Principal cash uses	$	(2,045.4)
Principal cash uses in excess of principal cash sources	$	(80.7)
Effect of foreign exchange rate changes on cash and cash equivalents	(185.4)
Other net financing and investing activities	404.7
Decrease in operating capital	(231.2)
Decrease in cash and cash equivalents - as reported	$	(92.6)

Cash and cash equivalents increased $2,541.7 million from December 31, 2024. The increase was composed of:

Principal cash sources and principal cash uses are Non-GAAP liquidity measures. These amounts exclude changes in operating capital and other investing and financing activities. This presentation reflects the metrics used by us to assess our sources and uses of cash and was derived from our consolidated statement of cash flows. We believe that this presentation is meaningful to understand the primary sources and uses of our cash flow and the effect on our cash and cash equivalents. Non-GAAP liquidity measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP. Non-GAAP liquidity measures as reported by us may not be comparable to similarly titled amounts reported by other companies. Additional information regarding our cash flows can be found in our consolidated statement of cash flows and Note 16 to the consolidated financial statements.


Sources
Net cash provided by operating activities - as reported	$	2,938.2
Less: Increase in operating capital	(712.1)
Principal cash sources	$	2,226.1
Uses
Capital expenditures	$	(149.8)
Dividends paid to common shareholders	(549.6)
Dividends paid to noncontrolling interest shareholders	(82.9)
Cash acquired from merger with IPG, net of acquisition payments, including payment of contingent purchase price obligations and acquisition of additional noncontrolling interests	914.4
Repurchases of common stock, net of proceeds from stock plans	(680.7)
Principal cash uses	$	(548.6)
Principal cash sources in excess of principal cash uses	$	1,677.5
Effect of foreign exchange rate changes on cash and cash equivalents	213.9
Other net financing and investing activities	(61.8)
Increase in operating capital	712.1
Increase in cash and cash equivalents - as reported	$	2,541.7

AtPrincipal ~~December 31~~cash sources and principal cash uses are Non-GAAP liquidity measures. These amounts exclude changes in operating capital and other investing and financing activities. This presentation reflects the metrics used by us to assess our sources and uses of cash and was derived from our consolidated statement of cash flows. We believe that this presentation is meaningful to understand the primary sources and uses of our cash flow and the effect on our cash and cash equivalents. Non-GAAP liquidity measures should not be considered in isolation from, ~~2024~~or as a substitute for, wefinancial ~~have~~information presented in compliance with U.S. GAAP. Non-GAAP liquidity measures as reported by us may not be comparable to similarly titled amounts reported by other companies. Additional information regarding our cash flows can be found in our consolidated statement of cash flows and Note 15 to the ~~following~~consolidated ~~contractual~~financial ~~obligations:~~statements.

~~•The~~At ~~aggregate~~December 31, ~~principal~~2025, ~~amount~~we ofhave ~~long-term debt is $6.1 billion and matures at various dates from 2026 through 2034. Future interest payments on~~ the ~~debt~~following ~~total~~contractual ~~$1.0 billion, of which $186.6 million is payable in 2025.~~obligations:

•The ~~liability~~aggregate ~~for~~principal ~~operating~~amount of long-term debt is $9.3 billion and ~~finance~~matures ~~lease~~at various dates from 2026 through 2048. Future interest payments ison the debt total $~~1,414~~2.91 ~~million~~billion, of which $~~294~~282.23 million is ~~due~~payable in ~~2025~~2026.

•The ~~obligation~~liability for ~~the~~operating ~~defined benefit pension plans is $216.0 million,~~ and ~~the~~finance ~~liability~~lease ~~for~~payments ~~the postemployment arrangements~~ is $~~126~~2,566.65 million~~. In 2024~~, weof ~~contributed~~which $10574.68 million tois ~~the~~due ~~defined benefit plans and paid $11.4 million for the postemployment arrangements. We do not expect these payments to increase significantly~~ in ~~2025~~2026.

•The ~~liability~~obligation for ~~contingent~~the ~~purchase~~defined ~~price~~benefit ~~payments~~pension ~~(earn-outs)~~plans is $~~220~~655.1 4 million, ofand ~~which~~the liability for the postemployment arrangements is $56143.5 million. In 2025, we contributed $11.6 million to the defined benefit plans and paid $14.0 million isfor ~~payable~~the postemployment arrangements. We do not expect these payments to increase significantly in ~~2025~~2026.

•The ~~remaining~~liability ~~balance~~ for ~~the~~contingent ~~transition~~purchase ~~tax~~price onpayments ~~accumulated~~(earn-outs) ~~foreign earnings imposed by the Tax Cut and Jobs Act of 2017~~ is $41214.39 million, of which $3495.98 million is payable in ~~2025~~2026.

~~Based~~•The onremaining ~~past~~balance ~~performance~~for ~~and~~the ~~current~~transition ~~expectations,~~tax weon ~~believe~~accumulated ~~that~~foreign ~~net~~earnings ~~cash~~imposed ~~provided~~ by ~~operating~~the ~~activities~~Tax ~~and~~Cuts ~~cash~~ and ~~cash~~Jobs ~~equivalents~~Act ~~will~~of be2017 ~~sufficient to meet our non-discretionary cash requirements for the next twelve months~~is $6. ~~In addition~~4 million, ~~and~~which ~~over the longer term, our Credit Facility~~ is ~~available~~payable toin ~~fund our working capital and contractual obligations~~2026.

31In February 2026, the Board authorized the repurchase of up to $5.0 billion of our common stock. Pursuant to this authorization, we also entered into an accelerated share repurchase program to repurchase approximately $2.5 billion of our common stock.

Based on past performance and current expectations, we believe that net cash provided by operating activities and cash and cash equivalents will be sufficient to meet our non-discretionary cash requirements for the next twelve months. In addition, and over the longer term, our Credit Facility and access to capital markets are available to fund our working capital, contractual obligations and discretionary spending.

Cash Management

Our regional treasury centers in North America, Europe and Asia manage our cash and liquidity. 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. Treasury centers with excess cash invest on a short-term basis with third parties, with maturities generally ranging from overnight to 90 days. Certain treasury centers have notional pooling arrangements that are used to manage their cash and set-off foreign exchange imbalances. ~~The~~These arrangements require each treasury center to have its own notional pool account and to maintain a ~~notional~~ positive ~~account~~notional balance. Additionally, under the terms of the arrangement, set-off of foreign exchange positions are limited to the long and short positions within their own account. ToWe ~~the~~may ~~extent~~also ~~that~~use ~~our~~multi ~~treasury~~entity ~~centers~~notional ~~require~~cash ~~liquidity,~~pooling ~~they~~arrangements ~~can~~with ~~issue~~banks upinstead ~~to a total~~ of $2treasury ~~billion~~centers ~~of U.S. Dollar-denominated commercial paper, issue up~~ to ~~the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program, or borrow under the Credit Facility or the uncommitted credit lines. This process enables us to~~ manage our ~~debt~~liquidity ~~more efficiently and utilize our cash more effectively, as well as manage our risk to foreign exchange rate imbalances~~requirements. In ~~countries~~these ~~where~~pooling wearrangements, ~~either~~certain dolegal ~~not~~entities ~~conduct~~agree ~~treasury~~with ~~operations~~a orsingle itbank isthat ~~not~~the ~~feasible~~cash ~~for~~balances ~~one~~ of ~~our~~any ~~treasury~~of ~~centers~~the toentities ~~fund~~with ~~net~~the ~~borrowing~~bank ~~requirements~~will onbe ansubject ~~intercompany~~to ~~basis, we arrange for local currency uncommitted credit lines. We have~~ a ~~policy~~full ~~governing~~right ~~counterparty~~of ~~credit~~set-off ~~risk~~against ~~with~~amounts ~~financial~~other ~~institutions~~entities ~~that~~owe ~~hold~~the ~~our cash and cash equivalents~~bank, and wethe ~~have~~bank ~~deposit~~provides ~~limits~~ for ~~each~~overdrafts ~~institution.~~as Inlong ~~countries~~as ~~where we conduct treasury operations, generally~~ the ~~counterparties~~net ~~are~~balance ~~either~~for ~~branches~~all orentities ~~subsidiaries~~does ofnot ~~institutions~~exceed ~~that~~an ~~are~~agreed-upon ~~party~~level. toTo the ~~Credit~~extent ~~Facility.~~that ~~These institutions generally have credit ratings better than or equal to~~ our ~~credit~~treasury ~~ratings.~~centers Inrequire ~~countries where we do not conduct treasury operations~~liquidity, ~~all~~they ~~cash~~can ~~and~~issue ~~cash~~up ~~equivalents~~to ~~are~~a ~~held~~total byof ~~counterparties~~$3.0 ~~that~~billion ~~meet specific minimum credit standards.~~

~~At December~~ 31, 2024, our foreign subsidiaries held approximately $2.0 billion of our total cash and cash equivalents of $4.3 billion. Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.

Asof U.S. Dollar-denominated commercial paper, issue up to the equivalent of ~~December~~$500 ~~31,~~million ~~2024,~~in ~~our~~British ~~net~~Pounds ~~debt~~or ~~position,~~Euro ~~which~~under wea ~~define~~Euro ascommercial ~~total~~paper ~~debt~~program, ~~including~~or ~~short-term~~borrow under the Credit Facility or the uncommitted credit lines. This process enables us to manage our debt, ~~less~~more ~~cash~~efficiently and utilize our cash ~~equivalents~~more ~~increased~~effectively, ~~$498.7~~as ~~million~~well as manage our risk to $1foreign exchange rate imbalances.7 ~~billion~~In ~~from~~countries ~~December 31,~~where ~~2023.~~we ~~The~~either ~~increase~~do innot ~~net~~conduct ~~debt~~treasury ~~primarily~~operations ~~resulted~~or ~~from~~it ~~our~~is ~~discretionary~~not ~~spending~~feasible offor ~~$2.0~~one ~~billion,~~of ~~primarily~~our ~~related~~treasury centers to ~~our~~fund ~~acquisition~~net ~~and~~borrowing ~~other~~requirements ~~financing~~on ~~activities~~an intercompany basis, we arrange for local currency uncommitted credit lines. ~~This~~We ~~increase~~have ~~was~~a ~~substantially~~policy ~~offset~~governing bycounterparty ~~the~~credit ~~increase~~risk inwith ~~cash~~financial ~~from~~institutions ~~the~~that ~~net~~hold our cash ~~provided~~and bycash ~~operating~~equivalents, ~~activities~~and ofwe ~~$1.7~~have ~~billion~~deposit limits for each institution. In ~~addition~~countries where we conduct treasury operations, generally the ~~net~~counterparties ~~effect~~are either branches or subsidiaries of ~~foreign~~institutions ~~exchange~~that ~~rate~~are ~~changes~~party onto ~~cash~~the ~~and~~Credit ~~cash~~Facility. ~~equivalents~~These ~~and~~institutions ongenerally ~~our~~have ~~foreign~~credit ~~currency~~ratings ~~denominated~~better ~~debt~~than ~~increased~~or ~~net~~equal ~~debt~~to byour ~~$114~~credit ~~million~~ratings.

	December 31,
	2024		2023
Short-term debt	$	21.3	$	10.9
Long-term debt, including current portion	6,035.3		5,639.6
Total debt	6,056.6		5,650.5
Less: Cash and cash equivalents	4,339.4		4,432.0
Net debt	$	1,717.2	$	1,218.5

At December 31, 2025, our foreign subsidiaries held approximately $3.2 billion of our total cash and cash equivalents of $6.9 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 December 31, 2025, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents increased $518.2 million to $2.2 billion from December 31, 2024. The increase in net debt primarily resulted from our net discretionary spending of $0.5 billion, primarily related to our financing activities, including the increase of our outstanding debt arising from the IPG debt exchange (see Note 7 to the consolidated financial statements). This increase was partially offset by the increase in cash from the net cash provided by operating activities of $2.9 billion. In addition, the net effect of foreign exchange rate changes on cash and cash equivalents and on our foreign currency denominated debt decreased net debt by $36.0 million.

Net debt:


	December 31,
	2025		2024
Short-term debt	$	62.0	$	21.3
Long-term debt, including current portion	9,054.5		6,035.3
Total debt	9,116.5		6,056.6
Less: Cash and cash equivalents	6,881.1		4,339.4
Net debt	$	2,235.4	$	1,717.2

Net debt is a Non-GAAP liquidity measure. This presentation, together with the comparable U.S. GAAP liquidity measures, reflects one of the key metrics used by us to assess our cash management. Non-GAAP liquidity measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP. Non-GAAP liquidity measures as reported by us may not be comparable to similarly titled amounts reported by other companies.

Debt Instruments and Related Covenants

In connection with the Merger, Omnicom commenced offers to exchange all outstanding IPG notes for up to $2.95 billion in aggregate principal amount of new notes issued by Omnicom. As a result of these exchange offers, which were completed on December 2, 2025, approximately 94% of the IPG notes were exchanged for $2.76 billion in aggregate principal amount of new notes issued by Omnicom. The only cash exchanged related to a consent payment of $2.7 million and the debt exchange is presented net, or as a non-cash financing activity. The remainder of the IPG notes, representing approximately $185.0 million in aggregate principal amount, that were not exchanged pursuant to the exchange offers remain obligations of IPG and will continue to be subject to their existing terms, as modified by the amendments made in the exchange offers and consent solicitations. As of December 31, 2025, the unamortized discount related to the required fair value adjustment (see Note 5 to the consolidated financial statements) of the former IPG notes was $183.9 million. Interest on the former IPG notes will be payable semi-annually in arrears (see Note 7 to the consolidated financial statements).

On August 2, 2024, Omnicom issued $600 million 5.30% Senior Notes due 2034. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $592.4 million. The net proceeds from the issuance, along with available cash, were used to fund the repayment of our $750 million 3.65% Senior Notes on November 1, 2024.

On March 6, 2024, Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, issued €600 million 3.70% Senior Notes due 2032. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $643.1 million and were used for general corporate purposes, including working capital expenditures, acquisitions and repurchases of our common stock.

Our 2.45% Senior Notes due 2030, 4.20% Senior Notes due 2030, 2.60% Senior Notes due 2031 and 5.30% Senior Notes due 2034 are senior unsecured obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.60% Senior Notes due 2026. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans or advances. Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed the obligations of OFH with respect to the €500 million 0.80% Senior Notes due 2027 and the €500 million 1.40% Senior Notes due 2031, and Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect to the €600 million 3.70% Senior Notes due 2032, collectively the Euro Notes. OFH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, Australia and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom, OCI or OFH to obtain funds from their subsidiaries through dividends, loans or advances. The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and each of Omnicom and OCI, as applicable.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, or OCH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the £325 million 2.25% Senior Notes due 2033, or 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. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom or OCH to obtain funds from their subsidiaries through dividends, loans or advances. The Sterling Notes and the related guarantee are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OCH and Omnicom, respectively.

The 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 December 31, ~~2024~~2025, we were in compliance with this covenant as our Leverage Ratio, computed in accordance with the terms of the facility, was 2.45 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

At December 31, ~~2024~~2025, our long-term and short-term debt was rated BBB+ and A2 by S&P and Baa1 and P2 by Moody's. Our access to the commercial paper market and the cost of any issuances is affected by market conditions and our credit ratings. The long-term debt indentures and the Credit Facility do not contain provisions that require acceleration of cash payments in the event of a downgrade in our credit ratings.

Credit Markets and Availability of Credit

In light of the uncertainty of future economic conditions, we will continue to take actions available to us to respond to changing economic conditions, and we will manage our discretionary expenditures. We will also continue to monitor and manage the level of credit made available to our clients. We believe that these actions, in addition to the availability of our Credit Facility, are sufficient to fund our near-term working capital needs and our discretionary spending. Information regarding our Credit Facility is provided in Note 7 to the consolidated financial statements.

We have the ability to fund our day-to-day liquidity, including working capital, by issuing commercial paper or borrowing under the Credit Facility. WeDuring ~~did~~both ~~not~~2025 ~~issue~~and ~~commercial paper in~~ 2024~~. In 2023~~, we ~~had~~did anot ~~maximum~~issue ~~of $200 million of~~ commercial paper ~~outstanding during the year, the average amount outstanding was $5~~.~~1 million,~~ ~~the average days outstanding were 1.7 days, and the weighted average interest rate was 5.24%.~~ At both December 31, 2025 and 2024, there were no outstanding borrowings under the Credit Facility and no outstanding commercial paper issuances.

We may issue commercial paper to fund our day-to-day liquidity when needed. However, disruptions in the credit markets may lead to periods of illiquidity in the commercial paper market and higher credit spreads. To mitigate any disruption in the credit markets and to fund our liquidity, we may borrow under the Credit Facility or the uncommitted credit lines or access the capital markets if favorable conditions exist. 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. In such circumstances, we may need to obtain additional financing to fund our day-to-day working capital requirements. Such additional financing may not be available on favorable terms, or at all.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We manage our exposure to foreign exchange rate risk and interest rate risk through various strategies, including the use of derivative financial instruments. We use forward foreign exchange contracts as economic hedges to manage the cash flow volatility arising from foreign exchange rate fluctuations. We use net investment hedges to manage the volatility of foreign exchange rates on the investment in our foreign subsidiaries. We do not use derivatives for trading or speculative purposes. Using derivatives exposes us to the credit risk that counterparties to the derivative contracts will fail to meet their contractual obligations. We manage that risk through careful selection and ongoing evaluation of the counterparty financial institutions based on specific minimum credit standards and other factors.

We evaluate the effects of changes in foreign currency exchange rates, interest rates and other relevant market risks on our derivatives. We periodically determine the potential loss from market risk on our derivatives by performing a value-at-risk, or VaR, analysis. VaR is a statistical model that uses historical currency exchange rate data to measure the potential impact on future earnings of our derivative financial instruments assuming normal market conditions. The VaR model is not intended to represent actual losses but is used as a risk estimation and management tool. Based on the results of the model, we estimate with 95% confidence a maximum one-day change in the net fair value of our derivative financial instruments at December 31, 2024 was not material.33

on the investment in our foreign subsidiaries. We do not use derivatives for trading or speculative purposes. Using derivatives exposes us to the credit risk that counterparties to the derivative contracts will fail to meet their contractual obligations. We manage that risk through careful selection and ongoing evaluation of the counterparty financial institutions based on specific minimum credit standards and other factors.

Foreign Currency Exchange Risk

In ~~2024~~2025, our international operations represented approximately 4847% of our revenue. Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial condition. For the most part, because the revenue and expenses of our foreign operations are denominated in the same local currency, the economic impact on operating margin is minimized. The effects of foreign currency exchange transactions on our results of operations are discussed in Note 2 to the consolidated financial statements.

~~We operate in all major international markets including the U.K., Euro Zone, Australia, Brazil, Canada, China and Japan. Our agencies transact business in more than 50 different currencies.~~ As an integral part of our global treasury operations, we centralize our cash and use notional multicurrency pools to manage the foreign currency exchange risk that arises from imbalances between subsidiaries and their respective treasury centers. In addition, there are circumstances where revenue and expense transactions are not denominated in the same currency. In these instances, amounts are either promptly settled or hedged with forward foreign exchange contracts. To manage this risk, at December 31, 2025 and December 31, 2024, we had outstanding forward foreign exchange contracts with an aggregate notional amount of $427.74 million. ~~The~~and ~~net fair value of the forward foreign contracts at December 31, 2024 was not material (see Note 22 to the consolidated financial statements)~~$4. ~~At December~~7 31million, ~~2023, there were no forward foreign exchange contracts outstanding~~respectively.

Foreign currency derivatives are designated as ~~economic~~fair value hedges; therefore, any gain or loss in fair value incurred on those instruments is recorded in results of operations and is generally offset by decreases or increases in the fair value of the underlying exposure. By using these financial instruments, we reduce financial risk of adverse foreign exchange changes by foregoing any gain which might occur if the markets move favorably. The terms of our forward foreign exchange contracts are generally less than 90 days.

We have fixed-to-fixed Yen/U.S. Dollar exchange rate and Sterling/Euro exchange rate cross currency swaps with a notional value of $~~150~~181 million ~~that~~and £325.0 million, respectively. The Yen/U.S. Dollar swaps hedge a portion of the net investment in our Japanese subsidiaries against volatility in the Yen/U.S. Dollar exchange rate. The Sterling/Euro swaps hedge the exchange rate volatility on a portion of the Sterling Entity's net investment in Euro Functional currency subsidiaries. The swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in ~~2025~~2028, 2029, 2032 and ~~2029~~2033. Changes in the fair value of the swaps are recognized in foreign currency translation and are reported in ~~accumulated other comprehensive income (loss), or~~ AOCI. Any gain or loss will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying operations. We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. We ~~receive net fixed U.S. Dollar interest payments. We~~ recorded a reduction of interest expense of $610.63 million in ~~each~~2025 ofand ~~2024~~$6.6 million ~~and~~in ~~2023~~2024. At December 31, ~~2024~~2025, an asset of $97.31 million is recorded in other assets, and at December 31, ~~2023~~2024, aan ~~liability~~asset of $69.63 million is recorded in ~~long-term~~other ~~liabilities~~assets, for the swap fair value.

Interest Rate Risk

We may use interest rate swaps to manage our interest cost and structure our long-term debt portfolio to achieve a mix of fixed rate and floating rate debt. There were no interest rate swaps in ~~2024~~2025 and ~~2023~~2024. Long-term debt at December 31, ~~2024~~2025 and ~~2023~~2024 consisted entirely of fixed-rate debt.

Credit Risk

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 2.74% of revenue in ~~2024~~2025. However, during periods of economic downturn, the credit profiles of our clients could change.

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

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

Item 8. Financial Statements and Supplementary Data

See Item 15, “Exhibits, Financial Statement Schedules.”

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within applicable time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the ~~Securities~~ Exchange Act ~~of 1934~~, ~~as amended, or the Exchange Act,~~ is accumulated and communicated to management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate to allow timely decisions regarding required disclosure. Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, ~~2024~~2025. Based on that evaluation, our CEO and CFO concluded that, as of December 31, ~~2024~~2025, our disclosure controls and procedures are effective to ensure that decisions can be made timely with respect to required disclosures, as well as ensuring that the recording, processing, summarization and reporting of information required to be included in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 are appropriate.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management, with the participation of our CEO, CFO and our agencies, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, ~~2024~~2025.

Omnicom management excluded ~~Flywheel~~IPG ~~Digital~~ from its assessment of the effectiveness of Omnicom’s internal control over financial reporting as of December 31, ~~2024~~2025, in accordance with SEC staff guidance allowing management to exclude a recently acquired business from management’s report on internal control over financial reporting. ~~Flywheel~~IPG ~~Digital~~ constituted ~~two~~6% ~~percent~~ of total revenue for the year ended December 31, ~~2024~~2025 and ~~two~~31% ~~percent~~ of total assets, excluding acquired goodwill and other intangible assets, as of December 31, ~~2024~~2025.

There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, ~~2024~~2025, dated February 520, ~~2025~~2026, which is included on page F-2 of this ~~2024~~2025 10-K.

Item 9B. Other Information

During the fiscal quarter ended December 31, ~~2024~~2025, none of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item will be included in ~~our~~the ~~definitive~~2026 ~~proxy~~Proxy ~~statement~~Statement, which is expected to be filed with the SEC within 120 days after December 31, ~~2024~~2025, in connection with the solicitation of proxies for our ~~2025~~2026 annual meeting of shareholders ~~(the “2025 Proxy Statement”)~~ and is incorporated herein by reference.

Our Code of Business Conduct includes our policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange listing standards. This policy, included in the “Insider Trading” section of our Code of Business Conduct, is included as Exhibit 19.

Item 11. Executive Compensation

The information required by this Item will be included in the ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item will be included in the ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be included in the ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Our independent registered public accounting firm is KPMG LLP, New York, NY, Auditor Firm ID: 185.

The information required by this Item will be included in the ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

PART IV

Item 15. ~~Exhibit~~Exhibits and Financial Statement Schedules

(a)(1)	Financial Statements:	Page
	Management Report on Internal Control Over Financial Reporting	F-1
	Report of Independent Registered Public Accounting Firm	F-2
	Consolidated Balance Sheets at December 31, 2024 and 2023	F-4
	Consolidated Balance Sheets at December 31, 2025 and 2024	F-5
	Consolidated Statements of Income for the Three Years Ended December 31, 2024	F-5
	Consolidated Statements of Income for the Three Years Ended December 31, 2025	F-6
	Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2024	F-6
	Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2025	F-7
	Consolidated Statements of Equity for the Three Years Ended December 31, 2024	F-7
	Consolidated Statements of Equity for the Three Years Ended December 31, 2025	F-8
	Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2024	F-8
	Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2025	F-9
	Notes to Consolidated Financial Statements	F-910
(a)(2)	Financial Statement Schedules:
	Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, 2024	S-1
	Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, 2025	S-1
	All other schedules are omitted because they are not applicable.

(a)(3)			Exhibits:
ExhibitNumber			Description
2.1			Agreement and Plan of Merger among Omnicom Group, Inc., EXT Subsidiary Inc. and The Interpublic Group of Companies, Inc., dated as of December 8, 2024 (Exhibit 2.1 to our Current Report on Form 8-K (File No. 1-10551) filed on December 9, 2024 and incorporated herein by reference).
3(i)			Restated Certificate of Incorporation of Omnicom Group Inc. (Exhibit 3.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended September 30, 2011 and incorporated herein by reference).
3(ii)			By-laws of Omnicom Group Inc., as amended and restated on October 17, 2024 (Exhibit 3.1 to our Current Report on Form 8-K (File No. 1-10551) dated October 17, 2024 and incorporated herein by reference).
4.1			Base Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee (the “2014 Base Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated October 29, 2014 (the “October 29, 2014 8-K”) and incorporated herein by reference).
4.2			Second Supplemental Indenture to the 2014 Base Indenture, dated as of April 6, 2016, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $1.4 billion 3.60600% Senior Notes due 2026 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April 6, 2016 (the “April 6, 2016 8-K”) and incorporated herein by reference).
4.3			Form of 3.600% Notes due 2026 (included in Exhibit 4.1 to the April 6, 2016 8-K and incorporated herein by reference).
4.4			Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee (the “2019 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 8, 2019 (the “July 8, 2019 8-K”) and incorporated herein by reference).
4.5			First Supplemental Indenture to the 2019 Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of €500 million aggregate principal amount of Senior Notes due 2027 and €500 million aggregate principal amount of Senior Notes due 2031 (Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).

4.3			Form of 3.60% Notes due 2026 (included in Exhibit 4.1 to the April 6, 2016 8-K and incorporated herein by reference).
4.6			Form of 0.800% Notes due 2027 (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).
4.4			Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee (“2019 Base Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 8, 2019 (“July 8, 2019 8-K”) and incorporated herein by reference).
4.7			Form of 1.400% Notes due 2031 (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).
4.5			First Supplemental Indenture to the 2019 Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of €500 million aggregate principal amount of Senior Notes due 2027 and €500 million aggregate principal amount of Senior Notes due 2031 (Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).
4.8			Base Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (the “2020 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on February 21, 2020 (the “February 21, 2020 8-K”) and incorporated herein by reference).
4.6			Form of 0.80% Notes due 2027 (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).
4.7			Form of 1.40% Notes due 2031 (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).
4.8			Base Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (“2020 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on February 21, 2020 (“February 21, 2020 8-K”) and incorporated herein by reference).
4.9			First Supplemental Indenture to the 2020 Base Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $600 million 2.450% Senior Notes due 2030 (Exhibit 4.2 to the February 21, 2020 8-K and incorporated herein by reference).
4.10			Form of 2.450% Notes due 2030 (~~Included~~included in Exhibit 4.2 to the February 21, 2020 8-K and incorporated herein by reference).
4.11			Second Supplemental Indenture to the 2020 Base Indenture, dated as of April 1, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $600 million 4.200% Senior Notes due 2030 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on April 1, 2020 (the “April 1, 2020 8-K”) and incorporated herein by reference).
4.12			Form of 4.200% Notes due 2030 (~~Included~~included in Exhibit 4.1 to the April 1, 2020 8-K and incorporated herein by reference).
4.13			Third Supplemental Indenture to the 2020 Base Indenture, dated as of April 28, 2021, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $800 million 2.600% Senior Notes due 2031 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on May 3, 2021 (~~the~~ “May 3, 2021 8-K”) and incorporated herein by reference).
4.14			Form of 2.600% Notes due 2031 (Included in Exhibit 4.1 to the May 3, 2021 8-K and incorporated herein by reference).
4.15			Fifth Supplemental Indenture to the 2020 Base Indenture, dated as of ~~November~~December 222, ~~2021~~2025, among Omnicom ~~Capital Holdings plc, as issuer, Omnicom~~ Group Inc., as ~~guarantor~~issuer, and Deutsche Bank Trust Company Americas, as trustee, ~~(“2021~~in ~~Base~~connection ~~Indenture”)~~with the issuance of 4.650% Senior Notes due 2028, 4.750% Senior Notes due 2030, 2.400% Senior Notes due 2031, 5.375% Senior Notes due 2033, 3.375% Senior Notes due 2041 and 5.400% Senior Notes due 2048 (Exhibit 4.1 to our Current Report on Form 8-K ~~(File No. 1-10551)~~ filed on ~~November~~December 222, ~~2021~~2025 (“~~November~~December 222, ~~2021~~2025 8-K”) and incorporated herein by reference).
4.16			~~First~~Form ~~Supplemental Indenture to the 2021 Base Indenture, dated as~~ of ~~November 22, 2021, among Omnicom Capital Holdings plc, as issuer, Omnicom Group Inc~~4.~~, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of £325 million aggregate principal amount of 2.250~~650% ~~Senior~~ Notes due ~~2033~~2028 (included in Exhibit 4.21 to the ~~November~~December 222, ~~2021~~2025 8-K) and incorporated herein by reference).
4.17			Form of 24.~~250~~750% ~~Senior~~ Notes due ~~2033~~2030 (~~Included~~included in Exhibit 4.21 to the ~~November~~December 222, ~~2021~~2025 8-K and incorporated herein by reference).
4.18			~~Base~~Form ~~Indenture, dated as~~ of ~~March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc~~2.,400% asNotes ~~guarantor,~~due ~~and~~2031 ~~Deutsche~~(included ~~Bank~~in ~~Trust Company Americas, as trustee (~~Exhibit 4.1 to ~~our~~the ~~Current~~December ~~Report~~2, on2025 ~~Form~~ 8-K ~~(File No. 1-10551) dated March 6, 2024~~ and incorporated herein by reference).
4.19			~~First~~Form ~~Supplemental Indenture, dated as~~ of ~~March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc~~5.,375% asNotes ~~guarantor,~~due ~~and~~2033 ~~Deutsche~~(included ~~Bank~~in ~~Trust Company Americas, as trustee (~~Exhibit 4.21 to ~~our~~the ~~Current~~December ~~Report~~2, on2025 ~~Form~~ 8-K ~~(File No. 1-10551) dated March 6, 2024~~ and incorporated herein by reference).
4.20			Form of 3.~~700~~375% Notes due ~~2032~~2041 (included in Exhibit 4.21 to ~~our~~the ~~Current~~December ~~Report~~2, on2025 ~~Form~~ 8-K ~~(File No. 1-10551) dated March 6, 2024~~ and incorporated herein by reference).
4.21			~~Fourth~~Form ~~Supplemental Indenture, dated as~~ of ~~August 2, 2024, among Omnicom Group Inc~~5.,400% asNotes ~~issuer,~~due ~~and~~2048 ~~Deutsche~~(included ~~Bank~~in ~~Trust Company Americas, as trustee (~~Exhibit 4.1 to ~~our~~the ~~Current~~December ~~Report~~2, on2025 ~~Form~~ 8-K ~~(File No. 1-10551) dated July 30, 2024,~~ and incorporated herein by reference).
4.22			~~Form~~Registration Rights Agreement, dated as of 5December 2, 2025, between Omnicom Group Inc.~~300%~~, ~~Notes~~BofA ~~due~~Securities, ~~2034~~Inc., ~~(included~~J.P. inMorgan ~~Exhibit~~Securities 4LLC, Wells Fargo Securities, LLC, Barclays Capital Inc.1, toBNP ~~our~~Paribas ~~Current~~Securities ~~Report~~Corp., onCitigroup ~~Form~~Global ~~8-K~~Markets ~~(File~~Inc., NoDeutsche Bank Securities Inc. ~~1-10551~~and HSBC Securities (USA) ~~dated~~Inc. ~~July~~(included ~~30,~~in ~~2024~~Exhibit 4.8 to the December 2, 2025 8-K and incorporated herein by reference).
4.23			Base Indenture, dated as of November 22, 2021, among Omnicom Capital Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (“2021 Base Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on November 22, 2021 (“November 22, 2021 8-K”) and incorporated herein by reference).
4.24			First Supplemental Indenture to the 2021 Base Indenture, dated as of November 22, 2021, among Omnicom Capital Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of £325 million aggregate principal amount of 2.250% Senior Notes due 2033 (Exhibit 4.2 to the November 22, 2021 8-K) and incorporated herein by reference).
4.25			Form of 2.250% Senior Notes due 2033 (included in Exhibit 4.2 to the November 22, 2021 8-K and incorporated herein by reference).
4.26			Base Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated March 6, 2024 and incorporated herein by reference).

4.23			Description of Securities (Exhibit 4.17 to our Registration Statement on Form S-3ASR (File No. 333-282748) filed on October 21, 2024 and incorporated herein by reference).
4.27			First Supplemental Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.2 to our Current Report on Form 8-K (File No. 1-10551) dated March 6, 2024 and incorporated herein by reference).
10.1			Third Amended and Restated Five Year Credit Agreement, dated as of June 2, 2023, by and among Omnicom Capital Inc., a Connecticut corporation, Omnicom Finance Limited, a private limited company organized under the laws of England and Wales, Omnicom Group Inc., a New York corporation, any other subsidiary of Omnicom Group Inc. designated for borrowing privileges, the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citibank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as lead arrangers and book managers, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as syndication agents, Bank of America, N.A., BNP Paribas, Barclays Bank PLC, Deutsche Bank Securities Inc. and HSBC Bank USA, National Association, as documentation agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) dated June 5, 2023 and incorporated herein by reference).
4.28			Form of 3.700% Notes due 2032 (included in Exhibit 4.2 to our Current Report on Form 8-K (File No. 1-10551) dated March 6, 2024 and incorporated herein by reference).
10.2			Delayed Draw Term Loan Agreement, dated as of January 3, 2024, among Omnicom Capital Inc., a Connecticut corporation, Omnicom Group Inc., a New York corporation, the initial lenders named therein, Citibank, N.A., BofA Securities, Inc., Barclays Bank PLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC Securities (USA), Inc., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Société Générale, Sumitomo Mitsui Banking Corporation, TD Securities (USA), LLC, U.S. Bank National Association and Wells Fargo Securities, LLC, as lead arrangers and book managers, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) dated January 5, 2024 and incorporated herein by reference).
4.29			Fourth Supplemental Indenture, dated as of August 2, 2024, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 30, 2024, and incorporated herein by reference).
10.3			Director Compensation and Deferred Stock Program Stock Program (As Amended, Effective January 1, 2020) (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended March 31, 2020 (“March 31, 2020 10-Q”) and incorporated herein by reference).
4.30			Form of 5.300% Notes due 2034 (included in Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 30, 2024, and incorporated herein by reference).
10.4			Standard form of our Executive Salary Continuation Plan Agreement (Exhibit 10.5 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2012 and incorporated herein by reference).
4.31			Description of Securities (Exhibit 4.17 to our Registration Statement on Form S-3ASR (File No. 333-282748) filed on October 21, 2024 and incorporated herein by reference).
10.5			Standard form of the Director Indemnification Agreement (Exhibit 10.25 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 1989 and incorporated herein by reference).
4.32			Certain of the instruments defining the rights of holders of the long-term debt securities of Omnicom Group Inc. and itssubsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Omnicom Group Inc. hereby agrees to furnishcopies of these instruments to the Securities and Exchange Commission upon request.
10.6			Senior Management Incentive Plan, As Amended and Restated on December 12, 2023 (Exhibit 10.6 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2023 and incorporated herein by reference).
10.1†			Fourth Amended and Restated Five Year Credit Agreement, dated as of November 26, 2025, by and among Omnicom Group Inc., a New York corporation, any other subsidiary of Omnicom Group Inc. designated for borrowing privileges, the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citibank, N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc., and Wells Fargo Securities, LLC, as lead arrangers and book managers, Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as syndication agents, BNP Paribas, Deutsche Bank Securities Inc. and HSBC Bank USA, National Association, as documentation agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form 8-K dated November 26, 2025 and incorporated herein by reference).
10.7			Omnicom Group Inc. SERCR Plan (Exhibit 10.10 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2011 and incorporated herein by reference).
10.2*			Standard form of our Executive Salary Continuation Plan Agreement (Exhibit 10.5 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2012 and incorporated herein by reference).
10.8			Omnicom Group Inc. SERCR Plan Amended and Restated Form of Award Agreement.
10.3*			Standard form of the Director Indemnification Agreement (Exhibit 10.25 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 1989 and incorporated herein by reference).
10.9			Form of Indemnification Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2007 and incorporated herein by reference).
10.4*			Senior Management Incentive Plan, As Amended and Restated on December 12, 2023 (Exhibit 10.6 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2023 and incorporated herein by reference).
10.10			Restricted Stock Unit Deferred Compensation Plan (Exhibit 10.16 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2008 (the “2008 10-K”) and incorporated herein by reference).
10.5*			Omnicom Group Inc. SERCR Plan (Exhibit 10.10 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2011 and incorporated herein by reference).
10.11			Restricted Stock Deferred Compensation Plan (Exhibit 10.17 to the 2008 10-K and incorporated herein by reference).
10.6*			Omnicom Group Inc. SERCR Plan Amended and Restated Form of Award Agreement. (Exhibit 10.8 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2024 and incorporated herein by reference).
10.12			Amendment No. 1 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.18 to the 2008 10-K and incorporated herein by reference).
10.7*			Form of Indemnification Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2007 and incorporated herein by reference).
10.13			Amendment No. 2 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.19 to the 2008 10-K and incorporated herein by reference).
10.8*			Restricted Stock Unit Deferred Compensation Plan (Exhibit 10.16 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2008 (the “2008 10-K”) and incorporated herein by reference).
10.14			Form of Grant Notice and Option Agreement (Exhibit 10.20 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2010 (“2010 10-K”) and incorporated herein by reference).
10.9*			Restricted Stock Deferred Compensation Plan (Exhibit 10.17 to the 2008 10-K and incorporated herein by reference).
10.15			Form of Grant Notice and Restricted Stock Agreement (Exhibit 10.21 to 2010 10-K and incorporated herein by reference).
10.10*			Amendment No. 1 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.18 to the 2008 10-K and incorporated herein by reference).
10.16			Form of Grant Notice and Restricted Stock Unit Agreement (Exhibit 10.22 to 2010 10-K and incorporated herein by reference).
10.11*			Amendment No. 2 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.19 to the 2008 10-K and incorporated herein by reference).
10.17			2021 Incentive Award Plan – Performance Restricted Stock Unit Agreement - Form of Grant Notice and Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended September 30, 2024 and incorporated herein by reference).
10.12*			Form of Grant Notice and Option Agreement (Exhibit 10.20 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2010 (“2010 10-K”) and incorporated herein by reference).
10.18			Omnicom Group Inc. 2013 Incentive Award Plan (Appendix A to our Proxy Statement (File No. 1-10551) filed on April 11, 2013 and incorporated herein by reference).
10.13*			Form of Grant Notice and Restricted Stock Agreement (Exhibit 10.21 to 2010 10-K and incorporated herein by reference).
10.19			Director Compensation and Deferred Stock Program (Exhibit 10.19 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2016 and incorporated herein by reference).
10.14*			Form of Grant Notice and Restricted Stock Unit Agreement (Exhibit 10.22 to 2010 10-K and incorporated herein by reference).
10.20			Omnicom Group Inc. 2021 Incentive Award Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A, filed on March 25, 2021).
10.15*			2021 Incentive Award Plan – Performance Restricted Stock Unit Agreement - Form of Grant Notice and Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended September 30, 2024 and incorporated herein by reference).
10.16*			Omnicom Group Inc. 2013 Incentive Award Plan (Appendix A to our Definitive Proxy Statement on Schedule 14A (File No. 1-10551) filed on April 11, 2013 and incorporated herein by reference).
10.17*			Director Compensation and Deferred Stock Program (Exhibit 10.19 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2016 and incorporated herein by reference).

10.21			2021 Incentive Award Plan Restricted Stock Unit Agreement - Form of Grant Notice and Agreement (Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2021 (“June 30, 2021 10-Q”) and incorporated herein by reference).
10.18*			Omnicom Group Inc. 2021 Incentive Award Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A, filed on March 25, 2021).
10.22			2021 Incentive Award Plan Option Agreement - Form of Grant Notice and Agreement (Exhibit 10.3 to June 30, 2021 10-Q and incorporated herein by reference).
10.19*			2021 Incentive Award Plan Restricted Stock Unit Agreement - Form of Grant Notice and Agreement (Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2021 (“June 30, 2021 10-Q”) and incorporated herein by reference).
10.23			Employment Agreement dated as of July 21, 2021 by and between Omnicom Management Inc. and John D. Wren (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) filed on July 23, 2021 and incorporated herein by reference).
10.20*			2021 Incentive Award Plan Option Agreement - Form of Grant Notice and Agreement (Exhibit 10.3 to June 30, 2021 10-Q and incorporated herein by reference).
10.24			Rochelle Tarlowe employment letter (Exhibit 10.3 to the March 31, 2020 10-Q and incorporated herein by reference).
10.21*			The Interpublic Group of Companies, Inc. Amended and Restated 2019 Performance Incentive Plan (Exhibit 99.2 to Omnicom Group Inc.’s Registration Statement on Form S-8 (File No. 333-291814), filed November 26, 2025 and incorporated herein by reference).
10.25			Director Compensation and Deferred Stock Program (As amended, effective January 1, 2025).
10.22*			Amended and Restated Employment Agreement dated as of May 12, 2025 by and between Omnicom Management Inc., Omnicom Group Inc. and John D. Wren (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) filed on May 12, 2025 and incorporated herein by reference).
19			“Insider Trading” Section of Omnicom Group Inc. Code of Business Conduct.
10.23*			Rochelle Tarlowe employment letter (Exhibit 10.3 to the March 31, 2020 10-Q and incorporated herein by reference).
10.24*			Director Compensation and Deferred Stock Program (As amended, effective January 1, 2025). (Exhibit 10.19 to our Annual Report on Form 10-K (file No. 1-10551) for the year ended December 31, 2024 and incorporated herein by reference).
10.25*			Omnicom 2026 Incentive Award Plan (Annex A to our Definitive Proxy Statement on Schedule 14A (File No. 1-10551) filed on December 22, 2025 and incorporated herein by reference).
19			“Insider Trading” Section of Omnicom Group Inc.’s Code of Business Conduct.
21			Subsidiaries of the Registrant.
23			Consent of KPMG LLP.
31.1			Certification of Chairman and Chief Executive Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2			Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32			Certification of the Chairman and Chief Executive Officer and the Executive Vice President and Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
97			Omnicom Group Inc. Clawback Policy (Exhibit 97 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2023 and incorporated herein by reference).
101.INS			Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

† Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Omnicom hereby

undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

* Management contracts and compensatory plans or arrangements required to be filed as an exhibit hereto.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		OMNICOM GROUP INC.
February 5, 2025	BY:	/s/ PHILIP J. ANGELASTRO
February 20, 2026	BY:	/s/ PHILIP J. ANGELASTRO
		Philip J. AngelastroExecutive Vice President and Chief Financial Officer

Signature	Title	Date
/s/ JOHN D. WREN	Chairman and Chief Executive Officer and Director (Principal Executive Officer)	February 5, 2025
John D. Wren
/s/ PHILIP J. ANGELASTRO	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 5, 2025
Philip J. Angelastro
/s/ ANDREW L. CASTELLANETA	Senior Vice President, Chief Accounting Officer(Principal Accounting Officer)	February 5, 2025
Andrew L. Castellaneta
/s/ MARY C. CHOKSI	Director	February 5, 2025
Mary C. Choksi
/s/ LEONARD S. COLEMAN, JR.	Director	February 5, 2025
Leonard S. Coleman, Jr.
/s/ MARK D. GERSTEIN	Director	February 5, 2025
Mark D. Gerstein
/s/ RONNIE S. HAWKINS	Director	February 5, 2025
Ronnie S. Hawkins
/s/ DEBORAH J. KISSIRE	Director	February 5, 2025
Deborah J. Kissire
/s/ GRACIA C. MARTORE	Director	February 5, 2025
Gracia C. Martore
/s/ PATRICIA SALAS PINEDA	Director	February 5, 2025
Patricia Salas Pineda
/s/ LINDA JOHNSON RICE	Director	February 5, 2025
Linda Johnson Rice
/s/ CASSANDRA SANTOS	Director	February 5, 2025
Cassandra Santos
/s/ VALERIE M. WILLIAMS	Director	February 5, 2025
Valerie M. Williams

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date
/s/ JOHN D. WREN	Chairman and Chief Executive Officer and Director (Principal Executive Officer)	February 20, 2026
John D. Wren

/s/ PHILIP J. ANGELASTRO	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 20, 2026
Philip J. Angelastro

/s/ ANDREW L. CASTELLANETA	Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)	February 20, 2026
Andrew L. Castellaneta

/s/ PHILIPPE KRAKOWSKY	Co-President, Co-Chief Operating Officer and Director	February 20, 2026
Philippe Krakowsky

/s/ MARY C. CHOKSI	Director	February 20, 2026
Mary C. Choksi

/s/ LEONARD S. COLEMAN, JR.	Director	February 20, 2026
Leonard S. Coleman, Jr.


/s/ MARK D. GERSTEIN	Director	February 20, 2026
Mark D. Gerstein

/s/ RONNIE S. HAWKINS	Director	February 20, 2026
Ronnie S. Hawkins

/s/ DEBORAH J. KISSIRE	Director	February 20, 2026
Deborah J. Kissire

/s/ GRACIA C. MARTORE	Director	February 20, 2026
Gracia C. Martore

/s/ PATRICIA SALAS PINEDA	Director	February 20, 2026
Patricia Salas Pineda

/s/ LINDA JOHNSON RICE	Director	February 20, 2026
Linda Johnson Rice

/s/ CASSANDRA SANTOS	Director	February 20, 2026
Cassandra Santos

/s/ VALERIE M. WILLIAMS	Director	February 20, 2026
Valerie M. Williams

/s/ PATRICK MOORE	Director	February 20, 2026
Patrick Moore

/s/ E. LEE WYATT JR.	Director	February 20, 2026
E. Lee Wyatt Jr.

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for the preparation of the consolidated financial statements and related information of Omnicom Group Inc., or Omnicom. Management uses its best judgment to ensure that the consolidated financial statements present fairly, in all material respects, Omnicom’s consolidated financial position and results of operations in conformity with generally accepted accounting principles in the United States.

The financial statements have been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board. Their report expresses the independent accountant’s judgment as to the fairness of management’s reported financial position, results of operations and cash flows. This judgment is based on the procedures described in the fourth and fifth paragraphs of their report.

Omnicom management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f). Management, with the participation of our Chief Executive Officer, or CEO, Chief Financial Officer, or CFO, and our agencies, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, ~~2024~~2025.

There have not been any changes in our internal control over financial reporting during our fourth fiscal quarter that have materially affected or are reasonably likely to affect our internal control over financial reporting.

The Board of Directors of Omnicom has an Audit Committee comprised of five independent directors. The Audit Committee meets periodically with financial management, Internal Audit and the independent auditors to review accounting, control, audit and financial reporting matters.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors

Omnicom Group Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Omnicom Group Inc. and subsidiaries (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control -– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024,~~2025 based on criteria established in Internal Control -– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired ~~Flywheel~~The ~~Digital~~Interpublic Group of Companies, Inc. during ~~2024~~2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, ~~Flywheel~~The ~~Digital~~Interpublic Group of Companies, Inc.’s internal control over financial reporting associated with 26% of total ~~assets~~revenue and 231% of total ~~revenues~~assets, excluding acquired goodwill and other intangible assets, included in the consolidated financial statements of the Company as of and for the year ended December 31, ~~2024~~2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of ~~Flywheel~~The ~~Digital~~Interpublic Group of Companies, Inc.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for segment disclosure as of January 1, 2024 due to the adoption of ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit ~~Matter~~Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current period audit of the consolidated financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate opinion on the critical audit ~~matter~~matters or on the accounts or disclosures to which it relates.

Evaluation of the sufficiency of audit evidence over revenue recognition

As discussed in Note 3 to the consolidated financial statements, the Company provides an extensive range of marketing and sales solutions through its networks, ~~practice~~connected ~~areas~~capabilities and agencies, which operate in all major markets throughout the Americas, EMEA and Asia- Pacific regions. Consolidated revenues across all disciplines and geographic markets was $1517,~~689~~271.19 million for the year-ended December 31, ~~2024~~2025.

We identified the evaluation of the sufficiency of audit evidence over revenue recognition as a critical audit matter. Revenue is recognized from contracts with customers that are based on statements of work which are typically separately negotiated with the client at a local agency level and local agencies execute tens of thousands of contracts per year. Evaluating the sufficiency of audit evidence obtained required a high degree of auditor judgment because of the volume of contracts entered into across the networks and agencies for which revenue was recorded. This included selecting the locations where testing would be performed and the supervision and review of procedures performed at those locations.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the scope of agencies at which we performed audit procedures and the nature and extent of the procedures performed at each location. At each agency where procedures over revenue were performed, we (1) evaluated the design and tested the operating effectiveness of certain internal controls over revenue recognition, including controls to check that local agencies recorded revenue in accordance with the Company’s accounting policies and billings were recorded and presented in accordance with client agreements, (2) examined a selection of contracts and assessed that the Company’s accounting policies were applied consistently and accurately, and (3) assessed the recording of revenue by selecting certain transactions and comparing the amounts recognized for consistency with the underlying documentation including contracts with customers. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed over revenue recognition.

Fair value of tradenames and customer relationships intangible assets acquired in The Interpublic Group of Companies, Inc. transaction

As discussed in Note 5 to the consolidated financial statements, on November 26, 2025, the Company completed its merger with The Interpublic Group of Companies, Inc. (IPG), with IPG surviving as a wholly owned subsidiary of Omnicom Group Inc. (Omnicom), which was accounted for as a business combination. Each share of IPG common stock was converted into 0.344 shares of common stock of Omnicom, plus cash in lieu of any fractional shares of Omnicom common stock that otherwise would have been issued. The purchase price was $8,893.5 million, of which, a preliminary estimated fair value of $792.0 million and $3,616.0 million was allocated to tradenames and customer relationships intangible assets, respectively. The fair value measurements of the tradenames and customer relationships intangible assets were determined using the relief-from-royalty method and the multi-period excess earnings method under the income approach, respectively.

F-3

We identified the evaluation of the acquisition-date preliminary fair values of certain acquired tradenames and customer relationships intangible assets (intangible assets) as a critical audit matter. Subjective auditor judgment, including specialized skills and knowledge, were required to evaluate the royalty rates, customer attrition rates, and discount rates applied. Changes in these assumptions could have a significant effect on the intangible assets’ fair values.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process. This included controls related to the determination of the royalty rates, customer attrition rates, and discount rates used in the Company’s models. We involved valuation professionals with specialized skills and knowledge who assisted in:

• assessing the reasonableness of the royalty rates by comparing them to observable market royalty rates and evaluating the nature of the tradenames acquired

• evaluating the customer attrition rates by comparing them to historical attrition rates and industry information

• evaluating the Company’s discount rates by comparing them to an independently developed range of discount rates using publicly available market data for comparable entities.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

New York, New York

February 520, ~~2025~~2026

F-34

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts)

	December 31,
	2024		2023
	2025		2024
ASSETS
Current Assets:
Cash and cash equivalents	$	46,~~339~~881.41	$	4,~~432~~339.04
Accounts receivable, net of allowance for doubtful accounts of $15.0 and $17.2	9,242.0		8,659.8
Accounts receivable, net of allowance for doubtful accounts of $11.9 and $15.0	14,398.0		9,242.0
Work in process	13,~~622~~408.29		1,~~342~~622.52
Other current assets	1,019.4		949.9
Assets held for sale	1,012.2		—
Total Current Assets	16,223.0		15,384.2
Other current assets	1,765.2		1,019.4
Property and Equipment at cost, less accumulated depreciation of $1,096.9 and $1,150.4	824.7		874.9
Total Current Assets	27,465.4		16,223.0
Operating Lease Right-Of-Use Assets	1,043.6		1,046.4
Property and Equipment at cost, less accumulated depreciation of $1,386.8 and $1,096.9	1,010.3		824.7
Equity Method Investments	59.0		66.4
Operating Lease Right-Of-Use Assets	1,379.8		1,043.6
Goodwill	10,677.4		10,082.3
Equity Method Investments	65.9		59.0
Intangible Assets, net of accumulated amortization of $832.4 and $863.6	522.0		366.9
Goodwill	18,641.4		10,677.4
Other Assets	271.0		223.5
Intangible Assets, net of accumulated amortization of $903.2 and $832.3	5,101.0		522.0
TOTAL ASSETS	$	29,620.7	$	28,044.6
Other Assets	751.5		271.0
TOTAL ASSETS	$	54,415.3	$	29,620.7
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	1220,~~484~~659.45	$	1112,~~634~~484.04
Customer advances	1,~~336~~727.16		1,~~356~~336.21
Current portion of debt	—1,399.5		~~750.5~~—
Short-term debt	2162.30		1021.93
Taxes payable	~~402~~264.59		~~351~~402.65
Other current liabilities	2,056.0		2,142.8
Liabilities held for sale	1,261.0		—
Total Current Liabilities	16,300.3		16,246.0
Other current liabilities	4,163.7		2,056.0
Long-Term Liabilities	804.2		887.7
Total Current Liabilities	29,538.2		16,300.3
Long-Term Liability - Operating Leases	814.2		853.0
Long-Term Liabilities	1,099.5		804.2
Long-Term Debt	6,035.3		4,889.1
Long-Term Liability - Operating Leases	1,617.0		814.2
Deferred Tax Liabilities	491.8		529.1
Long-Term Debt	7,655.0		6,035.3
Commitments and Contingent Liabilities (Note 20)
Deferred Tax Liabilities	1,449.4		491.8
Temporary Equity - Redeemable Noncontrolling Interests	429.0		414.6
Commitments and Contingent Liabilities (Note 19)
Temporary Equity - Redeemable Noncontrolling Interests	363.2		429.0
Equity:
Shareholders’ Equity:
Preferred stock, $1.00 par value, 7.5 million shares authorized, none issued	—		—
Common stock, $0.15 par value, 1.0 billion shares authorized, 297.2 million sharesissued, 196.4 million and 198.0 million shares outstanding	44.6		44.6
Common stock, $0.15 par value, 1.0 billion shares authorized, 421.6 million sharesissued, 313.1 million and 196.4 million shares outstanding	63.2		44.6
Additional paid-in capital	~~472~~9,424.14		~~492~~472.01
Retained earnings	1110,~~500~~782.54		1011,~~571~~500.5
Accumulated other comprehensive income (loss)	(1,~~475~~265.98)		(1,~~337~~475.69)
Treasury stock, at cost, 100.8 million and 99.2 million shares	(6,347.8)		(6,154.2)
Treasury stock, at cost, 108.5 million and 100.8 million shares	(6,958.4)		(6,347.8)
Total Shareholders’ Equity	412,~~193~~045.58		34,~~616~~193.35
Noncontrolling interests	~~552~~647.42		~~608~~552.84
Total Equity	412,~~745~~693.90		4,~~225~~745.19
TOTAL LIABILITIES AND EQUITY	$	2954,~~620~~415.73	$	2829,~~044~~620.67

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-45

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Revenue	$	1517,~~689~~271.19	$	1415,~~692~~689.21	$	14,~~289~~692.12
Operating Expenses:
Salary and service costs	1112,~~432~~644.50		1011,~~701~~432.25		10,~~325~~701.92
Occupancy and other costs	1,~~274~~366.47		1,~~168~~274.84		1,168.68
Real estate and other repositioning costs	57.8		191.5		—
Severance and repositioning costs	1,247.0		57.8		191.5
Charges arising from the effects of the war in Ukraine	—		—		113.4
Loss (gain) on assets held for sale and dispositions	547.1		—		(78.8)
Gain on disposition of subsidiary	—		(78.8)		—
Cost of services	15,804.8		12,764.7		11,982.7
Cost of services	12,764.7		11,982.7		11,607.9
Selling, general and administrative expenses	745.7		408.1		393.7
Selling, general and administrative expenses	408.1		393.7		378.5
Depreciation and amortization	276.7		241.7		211.1
Depreciation and amortization	241.7		211.1		219.4
Total Operating Expenses	16,827.2		13,414.5		12,587.5
Total Operating Expenses	13,414.5		12,587.5		12,205.8
Operating Income	444.7		2,274.6		2,104.7
Operating Income	2,274.6		2,104.7		2,083.3
Interest Expense	263.4		247.9		218.5
Interest Expense	247.9		218.5		208.6
Interest Income	96.9		100.9		106.7
Interest Income	100.9		106.7		70.7
Income Before Income Taxes and Income From Equity Method Investments	278.2		2,127.6		1,992.9
Income Before Income Taxes and Income From Equity Method Investments	2,127.6		1,992.9		1,945.4
Income Tax Expense	242.2		560.5		524.9
Income Tax Expense	560.5		524.9		546.8
Income From Equity Method Investments	7.7		6.9		5.2
Income From Equity Method Investments	6.9		5.2		5.2
Net Income	43.7		1,574.0		1,473.2
Net Income	1,574.0		1,473.2		1,403.8
Net Income Attributed To Noncontrolling Interests	98.2		93.4		81.8
Net Income Attributed To Noncontrolling Interests	93.4		81.8		87.3
Net Income (Loss) - Omnicom Group Inc.	$	(54.5)	$	1,480.6	$	1,391.4
Net Income - Omnicom Group Inc.	$	1,480.6	$	1,391.4	$	1,316.5
Net Income (Loss) Per Share - Omnicom Group Inc.:
Net Income Per Share - Omnicom Group Inc.:
Basic	$(0.27)		$7.54		$6.98
Basic	$7.54		$6.98		$6.40
Diluted	$(0.27)		$7.46		$6.91
Diluted	$7.46		$6.91		$6.36

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-56

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net Income	$	~~1,574~~43.07	$	1,~~473~~574.20	$	1,~~403~~473.82
Other Comprehensive Income (Loss):
Cash flow hedge:
Amortization of loss included in interest expense	45.4		54.64		5.6
Income tax effect	(1.37)		(1.63)		(1.6)
Cash flow hedge, net of tax	3.17		43.01		4.0
Pension and other postemployment benefits:
Unrecognized actuarial gains (losses) and prior service cost for the period	18(25.75)		(618.8)7		58(6.48)
Amortization of prior service cost and actuarial (gains) losses	5.8		4.8		10.7
Amortization of prior service cost and actuarial losses	3.3		5.8		4.8
Income tax effect	(7.3)5		0(7.63)		~~(20.~~0).6
Pension and other postemployment benefits, net of tax	17(14.27)		(117.4)2		~~49.~~(1.4)
Foreign currency translation adjustment	~~(171~~228.7)4		98(171.97)		~~(255~~98.2)9
Other Comprehensive Income (Loss)	~~(151~~217.4)		~~101~~(151.54)		~~(202~~101.1)5
Comprehensive Income	~~1,422~~261.61		1,~~574~~422.76		1,~~201~~574.7
Comprehensive Income Attributed To Noncontrolling Interests	80105.39		8380.03		7083.80
Comprehensive Income - Omnicom Group Inc.	$	~~1,342~~155.32	$	1,~~491~~342.73	$	1,~~130~~491.97

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-67

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In millions, except per share amounts)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Common Stock, shares	297.2		297.2		297.2
Beginning Common Stock, shares	297.2		297.2		297.2
Common Stock, par value	$	44.6	$	44.6	$	44.6
Acquisition of IPG	124.4		—		—
Ending Common Stock, shares	421.6		297.2		297.2
Common Stock, par value	$	63.2	$	44.6	$	44.6
Additional Paid-in Capital:
Beginning balance	~~492~~472.01		~~571~~492.10		~~622~~571.01
Net change in noncontrolling interests	(9.9)		(88.1)		(17.1)
Acquisition of IPG	8,872.9		—		—
Change in temporary equity	(24.0)		(27.2)		(49.9)
Net change in noncontrolling interests	(38.6)		(9.9)		(88.1)
Share-based compensation	91.4		84.8		81.7
Change in temporary equity	93.9		(24.0)		(27.2)
Common stock issued, share-based compensation	(77.4)		(48.6)		(65.6)
Share-based compensation	100.8		91.4		84.8
Ending balance	472.1		492.0		571.1
Common stock issued, share-based compensation	(76.7)		(77.4)		(48.6)
Ending balance	9,424.4		472.1		492.0
Retained Earnings:
Beginning balance	1011,~~571~~500.5		910,~~739~~571.35		89,~~998~~739.83
Net income	1,480.6		1,391.4		1,316.5
Net income (loss)	(54.5)		1,480.6		1,391.4
Common stock dividends declared	(~~551~~663.6)		(~~559~~551.26)		(~~576~~559.02)
Ending balance	1110,~~500~~782.54		1011,~~571~~500.5		910,~~739~~571.35
Accumulated Other Comprehensive Income (Loss):
Beginning balance	(1,~~337~~475.69)		(1,~~437~~337.96)		(1,~~252~~437.39)
Other comprehensive income (loss)	~~(138~~210.3)1		~~100~~(138.3)		~~(185~~100.6)3
Ending balance	(1,~~475~~265.98)		(1,~~337~~475.69)		(1,~~437~~337.96)
Treasury Stock:
Beginning balance	(6,~~154~~347.28)		(56,~~665~~154.02)		(5,~~142~~665.90)
Common stock issued, share-based compensation	~~179~~102.18		86179.01		8986.30
Common stock repurchased	(~~372~~713.74)		(~~575~~372.27)		(~~611~~575.42)
Ending balance	(6,~~347~~958.84)		(6,~~154~~347.28)		(56,~~665~~154.02)
Shareholders’ Equity	412,~~193~~045.58		34,~~616~~193.35		3,~~252~~616.13
Noncontrolling Interests:
Beginning balance	~~608~~552.84		~~524~~608.38		~~503~~524.53
Net income	93.4		81.8		87.3
Acquisition of IPG	211.3		—		—
Other comprehensive income (loss)	(13.1)		1.2		(16.5)
Net income (loss)	98.2		93.4		81.8
Dividends to noncontrolling interests	(85.4)		(70.9)		(79.5)
Other comprehensive income (loss)	7.6		(13.1)		1.2
Net change in noncontrolling interests	(51.3)		72.4		29.5
Dividends to noncontrolling interests	(82.9)		(85.4)		(70.9)
Ending balance	552.4		608.8		524.3
Net change in noncontrolling interests	(139.4)		(51.3)		72.4
Total Equity	$	4,745.9	$	4,225.1	$	3,776.4
Ending balance	647.2		552.4		608.8
Dividends Declared Per Common Share	$2.80		$2.80		$2.80
Total Equity	$	12,693.0	$	4,745.9	$	4,225.1
Dividends Declared Per Common Share	$2.90		$2.80		$2.80

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-78

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Cash Flows from Operating Activities:
Net income	$	~~1,574~~43.07	$	1,~~473~~574.20	$	1,~~403~~473.82
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of right-of-use assets	~~136~~145.1		~~130~~136.81		~~139~~130.18
Amortization of intangible assets	~~105~~131.6		80105.36		80.3
Share-based compensation	91100.48		8491.84		8184.78
Real estate and other repositioning costs	57.8		191.5		—
Severance and repositioning costs	1,247.0		57.8		191.5
Gain on disposition of subsidiary	—		(78.8)		—
Loss (gain) on assets held for sale and dispositions	547.1		—		(78.8)
Non-cash charges related to the effects of the war in Ukraine	—		—		65.8
Other, net	10.8		(0.2)		3.0
Other, net	(0.2)		3.0		(0.2)
Increase (decrease) in operating capital	712.1		(231.2)		(462.9)
Decrease in operating capital	(231.2)		(462.9)		(844.0)
Net Cash Provided By Operating Activities	2,938.2		1,733.5		1,421.9
Net Cash Provided By Operating Activities	1,733.5		1,421.9		926.5
Cash Flows from Investing Activities:
Capital expenditures	(~~140~~149.68)		(78140.46)		(78.24)
Acquisition of businesses and interests in affiliates, net of cash acquired	(902.1)		(93.3)		(276.8)
Net cash received (paid) for acquisition of businesses and interests in affiliates	1,079.5		(902.1)		(93.3)
Maturity (purchase) of short-term investments	—		60.8		(61.4)
Maturity of short-term investments	—		—		60.8
Proceeds from disposition of subsidiaries and other	~~(16~~50.0)5		~~190~~(16.0)		35190.50
Net Cash Provided By (Used In) Investing Activities	~~(1,058~~980.7)2		~~79.~~(1,058.7)		~~(380~~79.9)1
Cash Flows from Financing Activities:
Proceeds from borrowings	~~1,235.5~~—		—1,235.5		—
Repayment of debt	~~(750.0)~~—		—(750.0)		—
Change in short-term debt	12(42.60)		(812.7)6		(8.97)
Dividends paid to common shareholders	(~~552~~549.76)		(~~562~~552.7)		(~~581~~562.17)
Repurchases of common stock	(~~370~~707.79)		(~~570~~370.87)		(~~611~~570.48)
Proceeds from stock plans	~~102~~27.12		35102.61		1735.46
Acquisition of additional noncontrolling interests	(53116.67)		(8753.6)		(2087.86)
Dividends paid to noncontrolling interest shareholders	(8582.49)		(7085.94)		(7970.59)
Payment of contingent purchase price obligations	(4248.4)		(6742.74)		(3267.67)
Other, net	(7770.43)		(5577.04)		(6255.90)
Net Cash Used In Financing Activities	(~~582~~1,590.06)		(~~1,387~~582.80)		(1,~~362~~387.08)
Effect of foreign exchange rate changes on cash and cash equivalents	~~(185~~213.4)9		37(185.04)		~~(218~~37.6)0
Net Increase (Decrease) in Cash and Cash Equivalents	~~(92~~2,541.6)7		~~150~~(92.26)		~~(1,035~~150.0)2
Cash and Cash Equivalents at the Beginning of Year	4,~~432~~339.04		4,~~281~~432.80		54,~~316~~281.8
Cash and Cash Equivalents at the End of Year	$	46,~~339~~881.41	$	4,~~432~~339.04	$	4,~~281~~432.80

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-89

1. Presentation of Financial Statements

~~The terms “~~Omnicom,” ~~“the~~is ~~Company,”~~a ~~“we,”~~strategic ~~“our”~~holding ~~and~~company ~~“us”~~that ~~each~~operates ~~refer~~through toglobal ~~Omnicom~~networks, ~~Group~~connected ~~Inc.~~capabilities and ~~its~~specialized ~~subsidiaries~~agencies, ~~unless~~which ~~the~~connect ~~context~~its ~~indicates~~comprehensive ~~otherwise.~~portfolio ~~The~~of ~~accompanying~~companies ~~consolidated~~to ~~financial~~deliver ~~statements~~marketing, ~~were~~sales, ~~prepared in accordance with generally accepted accounting principles in the United States~~communications, ~~or U.S. GAAP or GAAP. All intercompany balances~~ and ~~transactions~~commerce ~~have~~services ~~been~~to ~~eliminated.~~many ~~The preparation~~ of ~~financial~~the ~~statements~~largest inglobal ~~conformity with U~~companies.S. ~~GAAP~~Our ~~requires~~products ~~us to make estimates~~ and ~~assumptions~~service ~~that~~offerings ~~affect~~support ~~the~~client ~~amounts~~objectives ~~reported~~across inour ~~the~~primary ~~consolidated~~focus ~~financial~~areas: ~~statements~~media, ~~and~~content, ~~accompanying notes. Actual results could differ from those estimates and assumptions. Unless otherwise noted~~commerce, ~~dollars~~generative ~~in tables are in millions~~AI, ~~except~~and ~~per~~branding ~~share amounts~~communications.

~~Agreement~~The terms “Omnicom,” “the Company”, “we”, “our” and “us” each refer to ~~Acquire~~Omnicom ~~IPG~~Group Inc. and its subsidiaries, unless the context indicates otherwise. The accompanying consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP or GAAP. All intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and assumptions. Unless otherwise noted, dollars in tables are in millions, except per share amounts.

~~On December 8, 2024, Omnicom entered into an Agreement and Plan of~~ Merger, or the Merger Agreement, by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom, or Merger Sub, and The Interpublic Group of Companies, Inc., or IPG, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with ~~and into~~ IPG, or the Merger, with IPG surviving the Merger as a wholly owned subsidiary of Omnicom. The completion of the Merger is subject to customary closing conditions, including the required regulatory approvals and the approval of the stockholders of both Omnicom and IPG. If completed, the Merger is expected to have a material impact on our ongoing results of operations and financial condition. In the fourth quarter of 2024, we recorded $14.6 million of acquisition transaction costs related to the Merger in selling, general and administrative expenses. The results of IPG are not included in our 2024 results of operations or financial position.

Upon completion of the Merger, the 361,498,876 shares of IPG common stock (the “IPG common stock”) (par value $0.10 per share) that were issued and outstanding immediately prior to the Merger were converted into 124,352,188 shares of Omnicom common stock (par value $0.15 per share) based on an exchange ratio (the “Exchange Ratio”) of 0.344 shares of Omnicom common stock for each share of IPG common stock. The shares issued represented total equity consideration of $8,891.2 million at closing and total consideration of $8,893.5 million, excluding debt assumed in connection with the IPG Exchange Offers (as defined below). For the full year 2025, we recorded $347.3 million of acquisition-related costs related to the Merger in selling, general and administrative expenses, compared to $14.6 million in the prior year. Following the close of the Merger, Omnicom shareholders owned approximately 60.6% of the combined company and IPG shareholders owned approximately 39.4%, on a fully diluted basis.

Omnicom common stock continues to trade on the New York Stock Exchange, or NYSE, under the symbol “OMC,” and IPG’s common stock ceased trading. The Merger qualified as a tax-free reorganization for U.S. federal income tax purposes, and the combined company operates under the Omnicom name with headquarters in New York, New York.

Omnicom is the acquirer of IPG under U.S. GAAP and as a result, the consolidated financial statements of Omnicom for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of IPG. The results of operations of IPG are included in Omnicom’s consolidated financial statements only from the Closing Date forward. Accordingly, Omnicom’s financial results, the effects on financial condition and cash flow are not comparable to historical periods due to the inclusion of IPG’s results from the Closing Date, see Note 5 to the consolidated financial statements.

IPG Senior Notes Exchange Offers

In connection with the Merger, Omnicom commenced offers to exchange all outstanding notes of certain series issued by IPG for up to $2.95 billion in aggregate principal amount of new notes issued by Omnicom (the “IPG Exchange Offers”). As a result of the IPG Exchange Offers, which were completed on December 2, 2025, approximately 94% of IPG's outstanding senior notes were exchanged for $2.76 billion in aggregate principal amount of new notes issued by Omnicom. The remaining approximately 6% of IPG's senior notes that were not tendered for exchange by holders remain outstanding obligations of IPG, a wholly owned subsidiary of Omnicom (see Note 7 to the consolidated financial statements).

Risks and Uncertainties

Accounting Changes

On January 1, 2024, we adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU 2023-07, that requires retrospective disclosure of significant expenses that are regularly provided to the chief operating decision maker (see Note 8 - Segment Reporting). ASU 2023-07 is effective for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025. ASU 2023-07 affects financial statement disclosure only, and its adoption did not affect our results of operations or financial condition.

On January 1, 2025, we adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), that requires, among other things, greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 affects financial statement disclosure only in 2025, and its adoption did not affect our results of operations or financial condition.

F-10

On January 1, 2024, we adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), that requires retrospective disclosure of significant expenses that are regularly provided to the chief operating decision maker (see Note 8 to the consolidated financial statements). ASU 2023-07 was effective for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025. ASU 2023-07 affects financial statement disclosure only, and its adoption did not affect our results of operations or financial condition.

2. Significant Accounting Policies

Revenue Recognition. Revenue is recognized when a customer obtains control and receives the benefit of the promised goods or services (the performance obligation) in an amount that reflects the consideration we expect to receive in exchange for those goods or services (the transaction price). We measure revenue by estimating the transaction price based on the consideration specified in the client arrangement. Revenue is recognized as the performance obligations are satisfied. Our revenue is primarily derived from the planning and execution of advertising, marketing, and communications services in the following fundamental disciplines: Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support. Our client contracts are primarily fees for service on a rate per hour or per project basis. Revenue is recorded net of sales, use and value added taxes.

Performance Obligations. In substantially all our disciplines, the performance obligation is to provide advisory and consulting services at an agreed-upon level of effort to accomplish the specified engagement. Our client contracts are comprised of diverse arrangements involving fees based on any one or a combination of the following: an agreed fee or rate per hour for the level of effort expended by our employees; commissions based on the client’s spending for media purchased from third parties; qualitative or quantitative incentive provisions specified in the contract; and reimbursement for third-party costs that we are required to include in revenue when we control the vendor services related to these costs and we act as principal. The transaction price of a contract is allocated to each distinct performance obligation based on its relative stand-alone selling price and is recognized as revenue when, or as, the customer receives the benefit of the performance obligation. Clients typically receive and consume the benefit of our services as they are performed. Substantially all our client contracts provide that we are compensated for services performed to date and allow for cancellation by either party on short notice, typically 90 days, without penalty.

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performance obligations, and we allocate the transaction price to each distinct service based on the staffing plan and the stand-alone selling price. In substantially all of our creative services contracts, we have distinct performance obligations for our services, including certain creative services contracts where we act as an agent and arrange, at the client’s direction, for third parties to perform studio production efforts. Our payment terms vary by client, and the time between invoicing date and due date is typically not significant.

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marketing, and communications services include, among others: purchased media, studio production services, specialized talent, including artists and other freelance labor, event marketing supplies, materials and services, promotional items, market research and third-party data and other related expenditures. Out-of-pocket costs include, among others: transportation, hotel, meals, shipping and telecommunication charges incurred by us in the course of providing our services. Billings related to out-of-pocket costs are included in revenue since we control the goods or services prior to delivery to the client.

In certain businesses we may act as principal when contracting for third-party services on behalf of our clients. In our experiential business and most of our execution and support businesses, including field marketing and certain specialty marketing businesses, we act as principal because we control the specified goods or services before they are transferred to the client and we are responsible for providing the specified goods or services, or we are responsible for directing and integrating third-party vendors to fulfill our performance obligation at the agreed upon contractual price. In such arrangements, we also take pricing risk under the terms of the client contract. In certain media buying businesses, we act as principal when we control the buying process for the purchase of the media and contract directly with the media vendor. In these arrangements, we assume the pricing risk under the terms of the client contract. When we act as principal, we include billable amounts related to third-party costs in the transaction price and record revenue over time at the gross amount billed, including out-of-pocket costs, consistent with the manner that we recognize revenue for the underlying services contract. However, in media buying contracts where we act as principal, we recognize revenue at a point in time, typically when the media is run, including when it is not subject to cancellation by the client or media vendor.

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most likely outcome method. These estimates are based on historical award experience, anticipated performance and other factors known at the time. Performance incentives are typically recognized in revenue over time. Variable consideration for our media businesses in certain international markets includes rebate revenue and is recognized when it is probable that the media will be run, including when it is not subject to cancellation by the client. In addition, when we receive rebates or credits from vendors for transactions entered into on behalf of clients, they are remitted to the clients in accordance with contractual requirements or retained by us based on the terms of the client contract or local law. Amounts passed on to clients are recorded as a liability and amounts retained by us are recorded as revenue when earned, typically when the media is run.

Operating Expenses. Operating expenses include cost of services, selling, general and administrative expenses, or SG&A, and depreciation and amortization. We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs. As a service business, salary and service costs make up a significant portion of our operating expenses, and substantially all these costs comprise the essential components directly linked to the delivery of our services. Salary and service costs include employee compensation and benefits, freelance labor, third-party service costs, and third-party incidental costs. Third-party service costs include vendor costs when we act as principal in providing services to our clients. Third-party incidental costs that are required to be included in revenue primarily consist of client-related travel and incidental out-of-pocket costs that we bill back to the client directly at our cost. Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs, general office expenses and other expenses. SG&A expenses primarily consist of third-party marketing costs, professional fees and compensation and benefits and occupancy and other costs of our corporate and executive offices, which includes group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs.

Cash and Cash Equivalents. Cash and cash equivalents include cash in banks and highly liquid interest-bearing time deposits with original maturities of three months or less. Due to the short-term nature of these investments, carrying value approximates fair value. We have a policy governing counterparty credit risk for financial institutions that hold our cash and cash equivalents and we have deposit limits for each institution.

Work in Process. Work in process represents accrued costs incurred on behalf of customers, including media and production costs and fees, other third-party costs and contract assets that have not yet been billed. Media and production costs are billed during the production process in accordance with the terms of the client contract. Substantially all unbilled fees and costs will be billed within the next 30 days. Contract assets primarily include incentive fees, which are not material, and will be billed to clients in accordance with the terms of the client contract.

Property and Equipment. Property and equipment are carried at cost and are depreciated over the estimated useful lives of the assets using the straight-line method ranging from: three to five years for technology and related equipment, seven to ten years for furniture, and up to 40 years for office buildings. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Assets under finance leases are amortized on a straight-line basis over the lease term.

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furniture, and up to 40 years for office buildings. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Assets under finance leases are amortized on a straight-line basis over the lease term.

Equity Method Investments. Investments in companies where we exercise significant influence over the operating and financial policies of the investee and own less than 50% of the equity are accounted for using the equity method. Our proportionate share of the net income or loss of equity method investments is included in results of operations and any dividends received reduce the carrying value of the investment. The excess of the cost of our investment over our proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill and included in the carrying amount of the investment. Goodwill in the equity method investments is not amortized. Gains and losses from changes in our ownership interests are recorded in results of operations until control is achieved. In circumstances where a change in our ownership interest results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in results of operations. We periodically review the carrying value of the equity method investments to determine if there has been an other-than-temporary decline in carrying value. A variety of factors are considered when determining if a decline in carrying value is other-than-temporary, including the financial condition and business prospects of the investee, as well as our investment intent.

Marketable Equity Securities. Marketable equity securities are measured at fair value and changes in fair value are recognized in results of operations.

Non-Marketable Equity Securities. Non-marketable equity securities do not have a readily determinable fair value and are measured at cost, less any impairment, and are adjusted for observable changes in fair value from transactions for identical or similar securities of the same issuer.

Business Combinations. In a business combination, the assets acquired, including identified intangible assets, liabilities assumed and any noncontrolling interest in the acquired business are recorded at acquisition date fair value. Intangible assets generally comprise customer relationships, including the related customer contracts, trade names and purchased or internally developed technology or software. The fair value measurements of the customer relationships and trade names intangible assets are primarily determined using the multi-period excess earnings method and the relief-from-royalty method under the income approach, respectively. In circumstances where control is obtained and less than 100% of a business is acquired, goodwill related to the noncontrolling shareholders is recorded as if 100% were acquired. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs are expensed as incurred. Certain acquisitions include an initial payment at closing and provide for future additional contingent purchase price payments (earn-outs), which are recorded as a liability at the acquisition date fair value using the discount rate in effect on the acquisition date. Subsequent changes in the fair value of the liability are recorded in results of operations. Amounts earned under the contingent purchase price arrangements may be subject to a maximum and payment is not contingent upon future employment. The results of operations of acquired businesses are included in results of operations from the acquisition date (see Notes 1 and 5 to the consolidated financial statements).

~~F-11~~Goodwill and Intangible Assets. Goodwill represents the excess of the acquisition cost over the fair value of the net assets acquired. Goodwill is not amortized but is reviewed for impairment. Intangible assets are amortized over their estimated useful lives ranging from five to twenty years. We consider a number of factors in determining the useful lives and amortization method, including the pattern in which the economic benefits are consumed, as well as trade name recognition and customer attrition. There is no estimated residual value for the intangible assets.

~~date~~We evaluate goodwill for impairment at least annually on May 1 and whenever events or circumstances indicate the carrying value may not be recoverable. ~~Subsequent~~The ~~changes~~impairment inevaluation compares the fair value of ~~the~~each ~~liability~~reporting ~~are~~unit, ~~recorded~~which inwe ~~results~~identified ofas ~~operations.~~our ~~Amounts~~four ~~earned~~agency ~~under~~networks, to its carrying value, including goodwill. If the ~~contingent~~fair ~~purchase~~value ~~price~~of ~~arrangements~~the ~~may~~reporting beunit ~~subject~~is equal to aor ~~maximum~~greater ~~and~~than ~~payment~~its carrying value, goodwill is not ~~contingent~~impaired. ~~upon~~Goodwill ~~future~~is ~~employment.~~impaired ~~The~~when ~~results~~the ofcarrying ~~operations~~value of ~~acquired~~the ~~businesses~~reporting ~~are~~unit ~~included~~exceeds its fair value. Goodwill is written down to its fair value through a non-cash expense recorded in results of operations ~~from~~in the ~~acquisition~~period ~~date~~the impairment is identified.

~~Goodwill~~We ~~and~~identified ~~Intangible~~our ~~Assets~~regional reporting units as components of our operating segments, which are our four global agency networks. ~~Goodwill~~The ~~represents~~regional reporting units and connected capabilities monitor the ~~excess~~performance ofand are responsible for the ~~acquisition~~agencies ~~cost~~in ~~over~~their region. The regional reporting units report to the ~~fair~~segment ~~value~~managers ofand facilitate the ~~net~~administrative ~~assets~~and ~~acquired.~~logistical ~~Goodwill~~requirements isof ~~not~~our ~~amortized~~key ~~but~~client ismatrix ~~reviewed~~organization structure for ~~impairment.~~delivering ~~Intangible~~services ~~assets~~to ~~comprise~~clients ~~customer~~in ~~relationships,~~their ~~including~~regions. ~~the~~We ~~related~~have ~~customer~~concluded ~~contracts~~that, ~~and~~for ~~trade~~each ~~names~~of our operating segments, ~~and~~their ~~purchased~~regional ~~and~~reporting ~~internally~~units ~~developed~~have ~~software~~similar economic characteristics and ~~are~~should ~~amortized~~be ~~over~~aggregated ~~their~~for ~~estimated~~purposes ~~useful~~of ~~lives~~testing ~~ranging~~goodwill ~~from~~for ~~five~~impairment toat ~~twelve~~the ~~years~~operating segment level. WeOur ~~consider~~conclusion was based on a ~~number~~detailed analysis of ~~factors~~the aggregation criteria set forth in ~~determining~~FASB ~~the~~ASC ~~useful~~Topic ~~lives~~280, Segment Reporting, and ~~amortization~~in ~~method,~~FASB ~~including~~ASC Topic 350. Consistent with our fundamental business strategy, the ~~pattern~~agencies within our regional reporting units serve similar clients in ~~which~~similar industries, and in many cases the same clients. In addition, the agencies within our regional reporting units have similar economic ~~benefits~~characteristics, and the employees share similar skill sets. The main economic components of each agency are ~~consumed~~employee compensation and related costs, asand ~~well~~direct asservice ~~trade~~costs ~~name~~and ~~recognition~~occupancy and ~~customer~~other ~~attrition.~~costs, ~~There~~which isinclude norent ~~estimated~~and ~~residual~~occupancy ~~value~~costs, ~~for~~technology costs that are generally limited to personal computers, servers and off-the-shelf ~~intangible~~software ~~assets~~and other overhead expenses.

We evaluate goodwill for impairment at least annually on May 1 and whenever events or circumstances indicate the carrying value may not be recoverable. The impairment evaluation compares the fair value of each reporting unit, which we identified as our six agency networks, to its carrying value, including goodwill. If the fair value of the reporting unit is equal to or greater than its carrying value, goodwill is not impaired. Goodwill is impaired when the carrying value of the reporting unit exceeds its fair value. Goodwill is written down to its fair value through a nonF-~~cash expense recorded in results of operations in the period the impairment is identified.~~13

We identified our regional reporting units as components of our operating segments, which are our six global agency networks. The regional reporting units and practice areas monitor the performance and are responsible for the agencies in their region. The regional reporting units 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. 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 of EBITDA (earnings before interest, taxes, depreciation and amortization) and (3) when available, consideration of recent and similar acquisition transactions. The market assumptions used in our assessment reflected the current economic environment (see Note 1 -to ~~Risks~~the ~~and~~consolidated ~~Uncertainties~~financial statements).

Based on the results of the annual impairment test, we concluded that, at May 1, ~~2024~~2025 and ~~2023~~2024, goodwill was not impaired because either the fair value of each reporting unit was substantially in excess of its respective net book value, or for reporting units with a negative book value, fair value of assets exceeds total assets. Subsequent to the annual goodwill impairment test, there have been no events or circumstances that triggered the need for an interim impairment test.

Debt Issuance Costs. Debt issuance costs are capitalized and amortized in interest expense over the term of the related debt and are presented as a reduction to the carrying amount of debt.

Temporary Equity - Redeemable Noncontrolling Interests. Owners of noncontrolling equity interests in some of our subsidiaries have the right in certain circumstances to require us to purchase all or a portion of their equity interests at fair value as defined in the applicable agreements. The intent of the parties is to approximate fair value at the time of redemption by using a multiple of earnings that is consistent with generally accepted valuation practices used by market participants in our industry. These contingent redemption rights are embedded in the equity security at issuance, are not free-standing instruments, do not represent a de facto financing and are not under our control, however, in almost all cases we have a similar protective call right to buy the security at fair value.

Treasury Stock. Repurchases of our common stock are accounted for at cost and are recorded as treasury stock. The excise tax on net stock repurchases is recorded as a cost of acquiring treasury stock. Reissued treasury stock, primarily in connection with share-based compensation plans, is accounted for at average cost. Gains or losses on reissued treasury stock arising from the difference between the average cost and the fair value of the award are recorded in additional paid-in capital and do not affect results of operations.

Noncontrolling Interests. Noncontrolling interests represent equity interests in certain subsidiaries held by third parties. Noncontrolling interests are presented as a component of equity and the proportionate share of net income attributed to the noncontrolling interests is recorded in results of operations. Changes in noncontrolling interests that do not result in a loss of control are accounted for in equity. Gains and losses resulting from a loss of control are recorded in results of operations.

FForeign Currency Translation and Transactions. Substantially all of our foreign subsidiaries use their local currency as their functional currency. Assets and liabilities are translated from the local functional currency into U.S. Dollars at the exchange rate on the balance sheet date and revenue and expenses are translated at the average exchange rate for the period. Translation adjustments are recorded in accumulated other comprehensive income. Foreign currency gains and losses arising from transactions not in the subsidiaries’ local currency are recorded in results of operations. We recorded foreign currency transaction losses of $19.3 million, $5.4 million and $14.0 million in 2025, 2024 and 2023, respectively. Foreign currency gains and losses for hyper-12inflationary economies are recorded in results of operations.

~~Foreign~~Share-Based ~~Currency~~Compensation. ~~Translation~~Share-based ~~and~~compensation ~~Transactions.~~for ~~Substantially~~restricted ~~all~~stock ofand ~~our~~stock ~~foreign~~option ~~subsidiaries~~awards ~~use~~is ~~their~~measured ~~local~~at ~~currency~~the asgrant ~~their~~date ~~functional~~fair ~~currency~~value. ~~Assets~~The ~~and~~fair ~~liabilities~~value ~~are~~of ~~translated~~restricted ~~from~~stock ~~the~~awards ~~local~~is ~~functional~~determined ~~currency~~and ~~into~~fixed ~~U.S.~~using ~~Dollars~~the atclosing ~~the~~price ~~exchange~~of ~~rate~~our common stock on the ~~balance~~grant ~~sheet~~ date and ~~revenue~~is ~~and~~recorded ~~expenses~~in ~~are~~additional ~~translated~~paid-in atcapital. ~~the~~The ~~average~~fair ~~exchange~~value ~~rate~~of ~~for~~stock ~~the~~option ~~period.~~awards ~~Translation~~is ~~adjustments~~determined ~~are~~using ~~recorded~~the inBlack-Scholes ~~accumulated~~option ~~other~~valuation ~~comprehensive income~~model. ~~Foreign~~For ~~currency~~awards ~~gains~~with ~~and~~a ~~losses~~service ~~arising~~only ~~from~~vesting ~~transactions~~condition, ~~not~~compensation inexpense ~~the~~is ~~subsidiaries’~~recognized ~~local~~on ~~currency~~a ~~are~~straight-line ~~recorded~~basis inover ~~results~~the ofrequisite ~~operations~~service period. WeFor ~~recorded~~awards ~~foreign~~with ~~currency~~a ~~transaction~~performance ~~losses~~vesting ofcondition, ~~$5.4~~compensation ~~million~~expense ~~and~~is ~~$14.0~~recognized ~~million~~on ina ~~2024~~graded-vesting ~~and~~basis. ~~2023~~Typically, ~~respectively,~~all ~~and~~share-based ~~recorded~~awards ~~foreign~~are ~~currency~~settled ~~transaction~~with ~~gains~~treasury ~~of $1~~stock.1 ~~million~~See inNote ~~2022.~~10 ~~Foreign~~to ~~currency~~the ~~gains~~consolidated ~~and~~financial ~~losses~~statements for ~~hyper-inflationary~~additional ~~economies~~information ~~are~~regarding ~~recorded~~our inspecific ~~results~~award ~~of operations~~plans.

Share-Based Compensation. Share-based compensation for restricted stock and stock option awards is measured at the grant date fair value. The fair value of restricted stock awards is determined and fixed using the closing price of our common stock on the grant date and is recorded in additional paid-in capital. The fair value of stock option awards is determined using the Black-Scholes option valuation model. For awards with a service only vesting condition, compensation expense is recognized on a straight-line basis over the requisite service period. For awards with a performance vesting condition, compensation expense is recognized on a graded-vesting basis. Typically, all share-based awards are settled with treasury stock. See Note 10 for additional information regarding our specific award plans.

Severance. The liability for one-time termination benefits, such as severance pay or benefit payouts, is measured and recognized at fair value in the period the liability is incurred. Subsequent changes to the liability are recognized in results of operations in the period of change.

Pension and Other Postemployment Benefits. We have various defined benefit and defined contribution plans and post employment benefits plans throughout the world, including statutory plans in certain countries. WeOur ~~have~~significant plans include a Senior Executive Retention Plan and Key Executive Retention Plan that cover certain executives. In addition, we have postemployment benefit plans for various key employees that primarily cover a period of 10 years after cessation of full-time employment. WeFor ~~use~~all ~~various~~of our pension and postemployment benefit plans, we use actuarial methods and assumptions in determining our annual net pension and postemployment benefit costs and obligations, including the discount rate used to determine the present value of future benefits, expected long-term rate of return on plan assets and compensation cost trends. The overfunded or underfunded status of our pension and other postemployment benefit plans is recorded on the balance sheet (see Note 12 ~~for~~to ~~additional~~the ~~information~~consolidated financial statements).

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Deferred Compensation. Some of our subsidiaries have deferred compensation arrangements with certain executives that provide for payments over varying terms upon retirement, cessation of employment or death. The cost of these arrangements is accrued during the employee’s service period, and included in other long-term liabilities except for the current portion.

Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable for the current period and the deferred taxes recognized during the period. Deferred income taxes reflect the temporary difference between assets and liabilities that are recognized for financial reporting purposes and income tax purposes and are recorded as noncurrent. Deferred income taxes are measured using the enacted tax rates that are assumed to be in effect when the differences reverse. Valuation allowances are recorded where it is more likely than not that all or a portion of a deferred tax asset will not be realized. In assessing the need for a valuation allowance, we evaluate factors such as prior earnings history, expected future earnings, carry-back and carry-forward periods and tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset.

Interest and penalties related to tax positions taken in our tax returns are recorded in income tax expense. We record a liability for uncertain tax positions that reflects the treatment of certain tax positions taken in our tax returns that do not meet the more-likely-than not threshold, or that meet the more-likely-than-not threshold but have measurement related unrecognized tax benefits. Until these positions are sustained by the taxing authorities or the statute of limitations concerning such issues lapses, we do not generally recognize the tax benefits resulting from such positions.

Net Income Per Share. Basic net income per share is based on the weighted average number of common shares outstanding during the period. Diluted net income per share is based on the weighted average number of common shares outstanding, plus the dilutive effect of common share equivalents, which include outstanding stock options and restricted stock awards.

Leases. At the inception of a contract, we assess whether the contract is, or contains, a lease. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of the criteria. Substantially all our operating leases are office space leases, and substantially all our finance leases are office furniture and technology equipment leases.

For all leases a right-of-use, or ROU, asset and lease liability are recognized at the lease commencement date. The lease liability represents the present value of the lease payments under the lease. The ROU asset is initially measured at cost, which includes the initial lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All ROU assets are reviewed for impairment. The lease liability is initially measured as the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our secured incremental borrowing rate for the same term as the underlying lease. For real estate and certain equipment operating leases, we use our secured incremental borrowing rate. For finance leases, we use the rate implicit in the lease or our secured incremental borrowing rate if the implicit lease rate cannot be determined.

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use our secured incremental borrowing rate. For finance leases, we use the rate implicit in the lease or our secured incremental borrowing rate if the implicit lease rate cannot be determined.

Lease payments included in the measurement of the lease liability comprise: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Lease components, including fixed payments for real estate taxes and insurance for office space leases, are included in the measurement of the initial lease liability.

Office space leases may contain variable lease payments, which include payments based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement. Additional payments based on the change in an index or rate, or payments based on a change in our portion of the operating expenses, including real estate taxes and insurance, are recorded as a period expense when incurred. Lease modifications result in remeasurement of the lease liability.

Operating lease expense is recognized on a straight-line basis over the lease term. Lease expense may include variable lease payments incurred in the period that were not included in the initial lease liability. Finance lease expense consists of the amortization of the ROU asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. Finance lease payments are allocated between a reduction of the lease liability and interest expense.

Concentration of Credit Risk. We provide data-inspired, creative marketing and sales solutions to several thousand clients that operate in nearly every industry 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 accounted for 2.74% of revenue in ~~2024~~2025.

Derivative Financial Instruments. All derivative instruments, including certain derivative instruments embedded in other contracts, are recorded at fair value. Derivatives qualify for hedge accounting if: the hedging instrument is designated as a hedge, the hedged exposure is specifically identifiable and exposes us to risk, and a change in fair value of the derivative financial instrument and an opposite change in the fair value of the hedged exposure have a high degree of correlation. The method of assessing hedge effectiveness and measuring hedge ineffectiveness is formally documented. Hedge effectiveness is assessed, and hedge ineffectiveness is measured at least quarterly throughout the designated hedge period. Changes in the fair value of a fair value hedge are offset against the change in fair value of the hedged asset, liability or firm commitment through results of operations. Gains and losses on a terminated fair value hedge of our long-term debt are included in long-term debt and are amortized over the remaining term of the respective debt that was hedged. Changes in the fair value of a cash flow hedge are recognized in other comprehensive income until the hedged item is recognized in results of operations. Foreign currency hedges of the net investment in our foreign operations are recorded in accumulated other comprehensive income (loss), or AOCI. Any gain or loss will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying operation. We do not use derivatives for trading or speculative purposes. Using derivatives exposes us to the risk that counterparties to the derivative contracts will fail to meet their contractual obligations. We manage that risk through careful selection and ongoing evaluation of the counterparty financial institutions based on specific minimum credit standards and other factors.

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hedge ineffectiveness is measured at least quarterly throughout the designated hedge period. Changes in the fair value of a fair value hedge are offset against the change in fair value of the hedged asset, liability or firm commitment through results of operations. Gains and losses on a terminated fair value hedge of our long-term debt are included in long-term debt and are amortized over the remaining term of the respective debt that was hedged. Changes in the fair value of a cash flow hedge are recognized in other comprehensive income until the hedged item is recognized in results of operations. Foreign currency hedges of the net investment in our foreign operations are recorded in accumulated other comprehensive income (loss), or AOCI. Any gain or loss will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying operation. We do not use derivatives for trading or speculative purposes. Using derivatives exposes us to the risk that counterparties to the derivative contracts will fail to meet their contractual obligations. We manage that risk through careful selection and ongoing evaluation of the counterparty financial institutions based on specific minimum credit standards and other factors.

Fair Value. We apply the fair value measurement guidance in FASB ASC Topic 820, Fair Value Measurements and Disclosures, for our financial assets and liabilities that are required to be measured at fair value and for our nonfinancial assets and liabilities that are not required to be measured at fair value on a recurring basis, which includes goodwill and other identifiable intangible assets. The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions.

The inputs create the following fair value hierarchy:

•Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.

•Level 2 - Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical assets or liabilities in markets that are not active; and model-derived valuations with observable inputs.

•Level 3 - Unobservable inputs for the asset or liability.

We use unadjusted quoted market prices to determine the fair value of our financial assets and liabilities and classify such items in Level 1. We use unadjusted quoted market prices for similar assets and liabilities in active markets and model-derived valuations and classify such items in Level 2.

In determining the fair value of financial assets and liabilities, we consider certain market valuation adjustments that market participants would consider in determining fair value, including, counterparty credit risk adjustments applied to financial assets and liabilities, taking into account the actual credit risk of the counterparty when valuing assets measured at fair value and credit risk adjustments applied to reflect our credit risk when valuing liabilities measured at fair value.

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3. Revenue

Nature of our services

We provide data-inspired, creative marketing and sales solutions through various client-centric networks that are organized to meet specific client objectives. Our networks, ~~practice~~connected ~~areas~~capabilities and agencies provide a comprehensive range of services in the following fundamental disciplines: Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support. Media & Advertising includes creative services across digital and traditional media, strategic media planning and buying, performance media, data analytics services, and Omnicom Production. Precision Marketing includes digital and direct marketing, digital transformation consulting, e-commerce operations, media execution, market intelligence and data and analytics. Public Relations services include corporate communications, crisis management, public affairs and media and media relations services. Healthcare includes corporate communications and advertising and media services to global healthcare and pharmaceutical companies. Branding & Retail Commerce services include brand and product consulting, strategy and research and retail marketing. Experiential marketing services include live and digital events and experience design and execution. Execution & Support includes field marketing, sales support, digital and physical merchandising, point-of-sale and product placement, as well as other specialized marketing and custom communications services. At the core of all our services is the ability to create or develop a client’s marketing or corporate communications message into content that can be delivered to a target audience across different communications mediums.

Economic factors affecting our revenue

Global economic conditions have a direct impact on our revenue. Adverse economic conditions pose a risk that our clients may reduce, postpone or cancel spending for our services, which would impact our revenue.

	Year Ended December 31,
	2024		2023		2022
Media & Advertising	$	8,466.2	$	7,891.2	$	7,433.9
Precision Marketing	1,820.9		1,473.5		1,426.6
Public Relations	1,679.2		1,578.9		1,552.7
Healthcare	1,354.7		1,362.7		1,322.3
Branding & Retail Commerce	792.9		853.7		848.1
Experiential	731.5		651.4		635.6
Execution & Support	843.7		880.8		1,069.9
Revenue	$	15,689.1	$	14,692.2	$	14,289.1

F-16

Revenue by discipline:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Americas:
Media & Advertising	$	10,015.9	$	8,656.1	$	8,101.8
North America	$	8,650.2	$	7,951.0	$	7,856.0
Precision Marketing	1,938.5		1,776.3		1,414.7
Latin America	433.7		386.8		329.0
Public Relations	1,613.6		1,640.8		1,540.3
EMEA:
Healthcare	1,379.9		1,337.1		1,342.4
Europe	4,439.0		4,266.9		4,010.5
Branding & Retail Commerce	617.6		726.4		788.0
Middle East and Africa	319.2		309.6		346.7
Experiential	862.7		719.5		635.3
Asia-Pacific	1,847.0		1,777.9		1,746.9
Execution & Support	843.7		832.9		869.7
Revenue	$	1517,~~689~~271.19	$	1415,~~692~~689.21	$	14,~~289~~692.12

Revenue by geographic market:

The Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico. EMEA is comprised of Europe, the Middle East and Africa. Asia-Pacific includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries. Revenue in the United States for 2024, 2023 and 2022 was $8,186.5 million, $7,471.6 million and $7,367.3 million, respectively.


	Year Ended December 31,
	2025		2024		2023
Americas:
North America	$	9,592.2	$	8,650.2	$	7,951.0
Latin America	540.2		433.7		386.8
EMEA:
Europe	4,804.9		4,439.0		4,266.9
Middle East and Africa	409.2		319.2		309.6
Asia-Pacific	1,925.4		1,847.0		1,777.9
Revenue	$	17,271.9	$	15,689.1	$	14,692.2

FThe Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico. EMEA is comprised of Europe, the Middle East and Africa. Asia-15Pacific includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries. Revenue in the United States for 2025, 2024 and 2023 was $9,102.5 million, $8,186.5 million and $7,471.6 million, respectively.

Contract balances

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

	December 31,
	2024		2023
	2025		2024
Work in process:
Media and production costs	$	~~864~~2,200.01	$	~~664~~864.40
Unbilled fees and costs and contract assets	~~758~~1,208.28		~~678~~758.12
Work in process	$	13,~~622~~408.29	$	1,~~342~~622.52
Customer advances	$	1,~~336~~727.16	$	1,~~356~~336.21

There were no impairment charges to work in process recorded in ~~2024~~2025 or ~~2023~~2024.

The majority of our contracts are for periods of one year or less, with the exception of our data management contracts. For those contracts with a term of more than one year, we had approximately $497.9 million of unsatisfied performance obligations as of December 31, 2025, which will be recognized as services are performed over the remaining contractual terms through 2030.

F-17

4. Net Income per Share

Basic and diluted net income per share:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net income - Omnicom Group Inc.	$	1,480.6	$	1,391.4	$	1,316.5
Net income (loss) - Omnicom Group Inc.	$	(54.5)	$	1,480.6	$	1,391.4
Weighted average shares (millions):
Basic	~~196~~204.49		~~199~~196.4		~~205~~199.64
Dilutive stock options and restricted shares	~~2.2~~—		2.02		12.40
Diluted	198.6		201.4		207.0
Diluted*	204.9		198.6		201.4
Anti-dilutive stock options and restricted shares (millions):	—6.0		—		~~4.3~~—
Net income per share - Omnicom Group Inc.:
Net income (loss) per share - Omnicom Group Inc.:
Basic	$7(0.5427)		$67.9854		$6.4098
Diluted	$7(0.4627)		$67.9146		$6.3691

*The number of shares excluded from diluted shares outstanding were 1.2 million for the year ended December 31, 2025, because the effect would have been anti-dilutive. There were no shares excluded from diluted shares outstanding for the years ended December 31, 2024 or December 31, 2023.

The increase in our weighted average shares in 2025 is a result of the inclusion of one month of outstanding shares issued in connection with the acquisition of IPG, see Notes 1 and 5 to the consolidated financial statements.

5. Business Combinations

InOverview ~~2024, we completed two acquisitions that increased goodwill by $784.0 million. On January 2, 2024, we acquired Flywheel Digital, the digital commerce business~~ of ~~Ascential~~Acquisition plc, for a net cash purchase price of approximately $845 million. The principal tangible assets and liabilities acquired were net working capital, and the intangible assets acquired were primarily comprised of customer relationships, intellectual property and trade names aggregating $182.6 million and goodwill of $672.5 million. We expect goodwill attributed to the U.S. operations of Flywheel Digital to be tax deductible. In addition, during 2024, we acquired additional equity interests in certain majority owned subsidiaries, which are accounted for as equity transactions, and no additional goodwill was recorded. None of the acquisitions in 2024, either individually or in the aggregate, were material to our results of operations or financial condition.Strategy

The evaluation of potential acquisitions is based on various factors, including specialized know-how, reputation, geographic coverage, competitive position and service offerings, as well as our experience and judgment. Our acquisition strategy isfocuses ~~focused~~ on ~~acquiring~~building ~~the~~ expertise ofwithin an assembled workforce ~~in order~~ to ~~continue~~enhance ~~to build upon the core capabilities of~~ our strategic business platforms and agency brands, ~~through~~including ~~the~~expanding ~~expansion of their~~ geographic ~~area~~reach orand ~~their~~ service ~~capabilities~~offerings. toIn ~~better~~evaluating ~~serve~~acquisitions, ~~our~~we ~~clients.~~consider ~~Certain~~factors ~~acquisitions~~such ~~include~~as anspecialized ~~initial~~know-how, ~~payment~~competitive atposition, ~~closing~~client relationships, and ~~provide~~geographic ~~for~~coverage, ~~future~~with ~~additional~~expected ~~contingent~~benefits ~~purchase~~typically ~~price~~shared ~~payments~~across ~~(earn-outs),~~multiple ~~which~~agencies ~~are~~and ~~derived~~regions. ~~using~~One ~~the performance~~ of the ~~acquired~~primary ~~company~~drivers ~~and~~of ~~are~~executing ~~based~~our onacquisition ~~predetermined~~strategy ~~formulas.~~is Atthe ~~December 31,~~existence ~~2024 and 2023~~of, ~~contingent~~or ~~purchase~~the ~~price~~ability ~~obligations~~to ~~were~~expand, ~~$220.1~~our ~~million~~existing ~~and~~client ~~$229~~relationships.5 ~~million,~~The ~~respectively,~~expected benefits of ~~which~~our ~~$56.0 million~~acquisitions ~~and~~are ~~$62.4~~typically ~~million,~~shared ~~respectively,~~across ~~are~~multiple ~~current~~agencies ~~liabilities~~and regions.

For each acquisition, we ~~undertake~~identify aand ~~detailed~~separately ~~review~~value toidentifiable ~~identify other~~ intangible assets ~~that~~using ~~are required to be valued separately. We use several~~ market participant ~~measurements~~assumptions to determine fair value. This approach includes consideration of similar and recent transactions, asthe ~~well~~use asof ~~utilizing~~ discounted expected cash flow methodologies, and, when available and as appropriate, wethe use of comparative market multiples to supplement our analysis. AsIdentifiable ~~is typical for most service businesses, a substantial portion of the~~ intangible ~~asset~~assets ~~value~~primarily weconsist ~~acquire is the specialized know-how~~ of ~~the workforce, which is treated as part of goodwill and is not 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~~. One of the primary drivers in executing our acquisition strategy is the existence of~~, orand ~~the~~core ~~ability to~~technology, ~~expand~~software ~~our~~tools ~~existing~~and ~~client~~platforms ~~relationships.~~for ~~The~~internal ~~expected benefits of our acquisitions are typically shared across multiple agencies and regions~~use.

~~F-16~~General Acquisition Activity

In 2025, we completed two acquisitions that increased goodwill by $7,698.6 million, the most significant of which was the Merger with IPG, discussed below. During 2025 and 2024, we also acquired additional equity interests in certain majority-owned subsidiaries, which were accounted for as equity transactions and did not result in additional goodwill.

Certain acquisitions include contingent consideration arrangements (earn-outs) based on the future performance of the acquired businesses. Contingent consideration liabilities are measured at fair value on the acquisition date and remeasured at fair value at each reporting period until settled. As of December 31, 2025 and 2024, contingent purchase price liabilities were $214.9 million and $220.1 million, respectively, of which $95.8 million and $56.0 million, respectively, were classified as current liabilities.

Merger with IPG

Transaction Overview

On November 26, 2025, we completed the Merger with IPG (see Note 1 to the consolidated financial statements). The Merger combines complementary capabilities and service offerings and is expected to expand client opportunities and support long-term growth.

Purchase Consideration

Pursuant to the Merger Agreement, each outstanding share of IPG common stock (other than certain excluded shares) was converted into the right to receive 0.344 shares of Omnicom’s common stock and cash in lieu of fractional shares, resulting in the issuance of 124,352,188 shares of Omnicom’s common stock upon closing. Following the close of the Merger, legacy Omnicom shareholders owned approximately 60.6% of the combined company, and legacy IPG shareholders owned approximately 39.4%, on a fully diluted basis.

F-18

The total consideration paid was $8,893.5 million, consisting of primarily equity consideration of $8,891.2 million. The following table summarizes the purchase consideration:


Fair value of shares issued to IPG shareholders1	$	8,891.2
Cash paid for fractional shares	0.3
Fair value of equity awards2	2.0
Total Consideration	$	8,893.5

1) The fair value of shares issued reflects the number of IPG shares outstanding at the Closing Date multiplied by the Exchange Ratio and Omnicom’s closing share price on the Closing Date.

2) Represents the fair value of director awards that were settled as part of the closing consideration through the issuance of shares and assumed stock option awards.

Preliminary Purchase Price Allocation

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


Cash and Cash equivalents	$	1,080.6	Accounts payable	$	7,065.9
Accounts receivable	5,753.5		Customer advances	715.8
Work in process	2,227.6		Short-term debt	42.4
Assets held for sale	267.5		Liabilities held for sale	106.5
Other current Assets	579.6		Other current liabilities	1,673.0
Property and equipment	251.6		Long-term liabilities	220.2
Operating lease right-of-use assets	597.9		Long-term liability - operating leases	876.4
Equity Method Investments	41.8		Long-term debt	2,764.9
Intangible assets	4,640.3		Deferred tax liabilities, net	948.7
Other Assets	395.0		Non-controlling interests	211.7
Total Assets	$	15,835.4	Redeemable non-controlling interest	11.2
			Total Liabilities and Non-controlling interest	$	14,636.7


			Fair value of net assets acquired	$	1,198.7
			Goodwill	7,694.8
			Total Consideration	$	8,893.5

The purchase price allocation is preliminary as of December 31, 2025. The Company has not yet finalized the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets due to the period of time from the close of the acquisition to the reporting date. The purchase price allocation may be adjusted during the measurement period, which will not exceed one year from the acquisition date. Non-controlling interests represent equity interests in certain acquired subsidiaries not attributable to the Company and were measured at fair value on the acquisition date. Assets and liabilities classified as held for sale were valued at fair market value, which approximated net realizable value and are discussed further in Note 14 to the consolidated financial statements.

Goodwill primarily represents the expertise and value of the assembled workforce and other intangible benefits that do not qualify for separate recognition. Goodwill is not expected to be deductible for income tax purposes.

Identifiable Intangible Assets

The following table summarizes the preliminary allocation of purchase consideration to identifiable intangible assets acquired:


	Fair Value		Weighted-average estimated useful life
Trade names	$	792.0	11 years
Customer relationships	3,616.0		15 years
Technology and other	232.3		5 years
Total identified intangible assets acquired	$	4,640.3

F-19

•Trade names: the fair value of various IPG trade names were determined by applying the relief from royalty method under the income approach. The estimated useful life was determined based on the expected life of the trade names and the cash flows anticipated over the forecast period, which ranged up to 20 years.

•Customer relationships: representing the fair value of future projected revenue that will be derived from services provided to existing customers of IPG and were valued using the profit contribution method under the income approach. The estimated useful life was determined by evaluating many factors, including the useful life of other similar intangible assets and historical customer turnover rates and ranged up to fifteen years.

•Technology and other: primarily relates to core technology and software tools and platforms for internal use and which supports, underpins and is integrated with our services offered to clients. It is not available to clients in separate fee for service arrangements. Accordingly, the Company valued the acquired technology based on the replacement cost of similar assets. The economic useful life was determined based on the technology cycle for the acquired technology, not exceeding five years.

Identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives to cost of sales and operating expenses.

Results of Operations

The following table presents the results of operations of IPG for the period from the Closing Date through December 31, 2025:


	Year Ended December 31,
	2025
Revenue	$	1,078.7
Operating Loss	(172.2)
Net Loss	$	(153.1)

Acquisition-Related Costs

During the years ended December 31, 2025 and 2024, the Company incurred approximately $347.3 million and $14.6 million, respectively, of acquisition-related costs associated primarily with the Merger. These costs consist mainly of third-party professional fees and certain compensation-related charges and were recorded within selling, general and administrative expenses in the consolidated statements of income. The Company may incur additional acquisition-related costs in the future related to the Merger.

Supplemental Unaudited Pro Forma Information

The following unaudited pro forma combined financial information presents the consolidated results of operations as if the acquisition of IPG had occurred on January 1, 2024. The unaudited pro forma information was prepared in accordance with ASC 805. It includes adjustments for amortization of acquired intangible assets, transaction-related costs, expense adjustments related to the effects of recording assets and liabilities at fair value, and the related income tax effects. The unaudited pro forma information does not include anticipated synergies, future integration costs, or other expected benefits of the Merger.


	Year Ended December 31,
	2025		2024
Revenue	$	26,480.7	$	26,380.8
Operating Income	1,212.2		2,849.8
Net Income	$	425.7	$	1,675.5

In 2025, the Company incurred approximately $347.3 million of transaction-related costs. The costs are included in selling, general and administrative costs in the consolidated income statement for the year ended December 31, 2025 and are reflected in the pro forma earnings for the year ended December 31, 2024.

Pro Forma Operating Income and Net Income for each of the years ended December 31, 2025 and 2024 reflect amortization expense of approximately $240.0 million, and amortization expense net of tax of approximately $180.2 million, primarily related to newly acquired intangible assets in connection with the Merger.

Other Acquisitions

Flywheel Acquisition

On January 2, 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $845 million. The principal tangible assets and liabilities acquired were net working capital, and the intangible assets acquired totaled $182.6 million, primarily consisting of customer relationships, intellectual property, and trade names. Goodwill of $672.5 million was recorded, of which the amount attributable to the U.S. operations of Flywheel Digital will be deductible for U.S. income tax purposes. The effect of the acquisition on our financial statements was not material to our financial condition or results of operations.

F-20

6. Goodwill and Intangible Assets

Change in goodwill:

	December 31,
	2024		2023
	2025		2024
January 1	$	10,~~082~~677.34	$	910,~~734~~082.3
Acquisitions	~~761~~7,698.26		51761.72
Noncontrolling interests in acquired businesses	222.87		~~128~~22.68
Contingent purchase price obligations of acquired businesses	—2.6		~~159.7~~—
Dispositions	(6.0)		(120.6)
Planned dispositions (see Note 14)	(66.2)		(6.0)
Foreign currency translation	~~(182~~326.9)3		~~128~~(182.69)
December 31	$	1018,~~677~~641.4	$	10,~~082~~677.34

The increase in goodwill in 2025 and 2024 is primarily attributable to the ~~acquisition~~acquisitions of IPG and Flywheel Digital, respectively. There were no goodwill impairment losses recorded in ~~2024~~2025 or ~~2023~~2024, and there are no accumulated goodwill impairment losses.

Intangible assets:

	December 31,
	2024						2023
	2025						2024
	GrossCarryingValue		AccumulatedAmortization		NetCarryingValue		GrossCarryingValue		AccumulatedAmortization		NetCarryingValue
Acquired intangible assets and internally developed strategic platform assets	$	1,096.1	$	(606.1)	$	490.0	$	902.6	$	(572.9)	$	329.7
Trade Names	929.9		(76.5)		853.4		153.7		(73.1)		80.6
Other purchased and internally developed software	258.3		(226.3)		32.0		327.9		(290.7)		37.2
Customer Relationships	4,389.5		(504.1)		3,885.4		813.7		(484.0)		329.7
Intangible Assets	$	1,354.4	$	(832.4)	$	522.0	$	1,230.5	$	(863.6)	$	366.9
Technology and other	409.2		(79.6)		329.6		128.7		(48.9)		79.8
Acquired intangible assets and internally developed strategic platform assets	$	5,728.6	$	(660.2)	$	5,068.4	$	1,096.1	$	(606.0)	$	490.1
Other purchased and internally developed software	275.6		(243.0)		32.6		258.3		(226.3)		32.0
Intangible Assets	$	6,004.2	$	(903.2)	$	5,101.0	$	1,354.4	$	(832.3)	$	522.1

The increase in the gross carrying value of acquired intangible assets for 2025 and 2024 was primarily related to the $4,640.3 million and $182.6 million of combined customer relationships, intellectual property and trade ~~name~~names for IPG and Flywheel Digital, respectively.

Amortization of intangible assets:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Acquired intangible assets and internally developed strategic platform assets	$	87115.58	$	6187.85	$	5861.8
Other purchased and internally developed software	1815.18		18.51		2118.5
Amortization Expense	$	~~105~~131.6	$	80105.36	$	80.3

Estimated amortization expense at December 31, 2025:


2026	$	383.1
2027	382.6
2028	378.6
2029	371.6
2030	358.8

F-21

7. Debt

~~Credit~~IPG ~~Facilities~~Senior Notes Exchange Offers

~~Our~~In connection with the Merger, Omnicom commenced offers to exchange all outstanding notes of certain series issued by IPG for up to $2.595 billion ~~unsecured~~in ~~multi-currency~~aggregate ~~revolving~~principal ~~credit~~amount ~~facility,~~of ornew ~~Credit~~notes ~~Facility~~issued by Omnicom. As a result of these exchange offers, ~~terminates~~which were completed on ~~June~~ December 2, ~~2028.~~2025, Weapproximately ~~can~~94% ~~issue~~of upIPG's tooutstanding senior notes were exchanged for $2.76 billion in aggregate principal amount of ~~U.S.~~new ~~Dollar~~notes ~~denominated~~issued ~~commercial~~by ~~paper,~~Omnicom ~~and~~(the ~~issue~~“Exchange upSenior Notes”). The only cash exchanged was related to the ~~equivalent~~consent payment of $~~500~~ 2.7 million inand ~~British~~the ~~Pounds~~remaining ordebt ~~Euro~~exchange ~~under~~is apresented ~~Euro~~as ~~commercial~~a ~~paper~~non-cash ~~program~~financing activity. InThe ~~addition,~~remainder ~~certain~~ of ~~our~~the ~~international~~acquired ~~subsidiaries~~IPG ~~have~~senior ~~uncommitted~~notes, ~~credit~~representing ~~lines~~approximately ~~that~~$185.0 ~~are~~million ~~guaranteed~~in byaggregate ~~Omnicom~~principal ~~aggregating~~amount ~~$517.4~~(the ~~million.~~“IPG ~~All~~Senior ofNotes”), ~~these~~that ~~facilities~~were ~~provide~~not ~~additional~~exchanged ~~liquidity~~pursuant ~~sources~~to ~~for~~the ~~operating~~exchange ~~capital~~offers ~~and~~remain ~~general~~obligations ~~corporate~~of ~~purposes.~~IPG ~~During~~and ~~2024,~~will wecontinue ~~did~~to ~~not~~be ~~issue~~subject ~~commercial~~to ~~paper.~~their Inexisting ~~2023~~terms, weas ~~had~~modified aby ~~maximum~~the ofamendments ~~$200 million~~made ofin ~~commercial~~the ~~paper~~exchange ~~outstanding~~offers ~~during~~and ~~the~~consent ~~year~~solicitations. Collectively, the ~~average~~aggregate principal amount ~~outstanding~~of ~~was~~the Exchange Senior Notes and IPG Senior Notes is $52.195 billion. As of December ~~million~~31, 2025, the ~~average~~unamortized ~~days~~discount ~~outstanding~~related ~~were~~to ~~1.7~~the ~~days,~~fair ~~and~~value adjustment of the ~~weighted~~Exchange ~~average~~Senior ~~interest~~Notes ~~rate~~and IPG Senior Notes was 5$183.~~24%~~9 million. AtConsent ~~December 31,~~payments ~~2024,~~in ~~there~~connection ~~were~~with nothe ~~outstanding~~exchange ~~borrowings~~offers ~~under~~included ~~the~~$2.7 ~~Credit~~million ~~Facility~~capitalized as debt issuance costs and no$13.2 ~~outstanding~~million ~~commercial~~recorded ~~paper~~as ~~issuances~~interest expense. Interest on the Exchange Senior Notes and IPG Senior Notes will be payable semi-annually in arrears.

~~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 December 31, 2024, we were in compliance with this covenant as our Leverage Ratio was 2.4 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

On November 26, 2025, the Company entered into a Fourth Amended and Restated Five Year Credit Agreement (the “Credit Agreement Amendment”), which amended and restated the Company’s Third Amended and Restated Five Year Credit Agreement, dated as of June 2, 2023. The Credit Agreement Amendment, among other things, (i) increased the unsecured multi-currency revolving credit facility (the “Credit Facility”) amount from $~~600 million~~2.5 ~~Delayed~~billion ~~Draw~~to ~~Term~~$3.5 ~~Loan~~billion, ~~Agreement~~(ii) ~~automatically~~reduced ~~terminated~~the onfacility ~~July 15~~fee and applicable margin, ~~2024~~(iii) extended the termination date (with respect to the available commitments of the extending lenders) from June 2, 2028 to November 26, 2030 and (iv) designated Omnicom as sole borrower under the Credit Facility.

Our $3.5 billion Credit Facility terminates on November 26, 2030. We can issue up to $3 billion of U.S. Dollar denominated commercial paper under a U.S. commercial paper program, and issue up to the equivalent of $500 million in British Pounds, Euro or U.S. Dollars under a Euro commercial paper program. In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom aggregating $1,131.1 million. All of these facilities provide additional liquidity sources for operating capital and general corporate purposes. We did not issue commercial paper in 2025 or 2024. At both December 31, 2025 and 2024, there were no outstanding borrowings under the Credit Facility and no outstanding commercial paper issuances.

The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio (as defined in the Credit Facility) of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period. At December 31, 2025, we were in compliance with this covenant as our Leverage Ratio was 2.5 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

Short-Term Debt

Short-term debt of $2162.30 million and $1021.93 million at December 31, ~~2024~~2025 and ~~2023~~2024, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries. The weighted average interest rate was 11.45% and 1211.04%, respectively. Due to the short-term nature of this debt, carrying value approximates fair value.

F-1722

Long-Term Debt

	December 31,
	2024		2023
	2025		2024
3.65% Senior Notes due 2024	$	—	$	750.0
3.600% Senior Notes due 2026	1,400.0		1,400.0
3.60% Senior Notes due 2026	1,400.0		1,400.0
€500 Million 0.80% Senior Notes due 2027	588.7		520.3
€500 Million 0.80% Senior Notes due 2027	520.3		553.0
4.650% Senior Notes (Exchange/IPG) due 2028	500.0		—
2.45% Senior Notes due 2030	600.0		600.0
2.450% Senior Notes due 2030	600.0		600.0
4.20% Senior Notes due 2030	600.0		600.0
4.200% Senior Notes due 2030	600.0		600.0
€500 Million 1.40% Senior Notes due 2031	520.3		553.0
4.750% Senior Notes (Exchange/IPG) due 2030	650.0		—
2.60% Senior Notes due 2031	800.0		800.0
€500 Million 1.40% Senior Notes due 2031	588.7		520.3
€600 Million 3.70% Senior Notes due 2032	624.5		—
2.400% Senior Notes (Exchange/IPG) due 2031	500.0		—
£325 Million 2.25% Senior Notes due 2033	407.9		413.9
2.600% Senior Notes due 2031	800.0		800.0
5.30% Senior Notes due 2034	600.0		—
€600 Million 3.70% Senior Notes due 2032	706.4		624.5
Long-Term Debt, Gross	6,073.0		5,669.9
£325 Million 2.25% Senior Notes due 2033	439.1		407.9
Unamortized discount	(9.5)		(7.8)
5.375% Senior Notes (Exchange/IPG) due 2033	300.0		—
Unamortized debt issuance costs	(27.4)		(22.3)
5.300% Senior Notes due 2034	600.0		600.0
Unamortized deferred gain (loss) from settlement of interest rate swaps	(0.8)		(0.2)
3.375% Senior Notes (Exchange/IPG) 2041	500.0		—
Long-Term Debt, including current portion	6,035.3		5,639.6
5.400% Senior Notes (Exchange/IPG) 2048	500.0		—
Current portion	—		(750.5)
Long-Term Debt, Gross	9,272.9		6,073.0
Long-Term Debt	$	6,035.3	$	4,889.1
Unamortized discount1	(192.3)		(9.5)
Unamortized debt issuance costs	(25.9)		(27.4)
Unamortized deferred gain (loss) from settlement of interest rate swaps	(0.2)		(0.8)

Filing Compare · OMNICOM GROUP INC.