UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

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

Commission File Number: 1-10551

OMNICOM GROUP INC.

(Exact name of registrant as specified in its charter)


New York			13-1514814
(State or other jurisdiction of incorporation or organization)			(IRS 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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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
3.850% Senior Notes due 2034	OMC/34	New York Stock Exchange

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 ☑ No ☐

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 this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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. ☐

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

As of ~~October~~April 1622, ~~2025~~2026, there were ~~192~~285,~~983~~006,~~572~~196 shares of Omnicom Group Inc.'s ~~Common~~common ~~Stock~~stock, par value $0.15 per share outstanding.

OMNICOM GROUP INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Balance Sheets - September 30, 2025 and December 31, 2024	1
	Consolidated Balance Sheets - March 31, 2026 and December 31, 2025	1
	Consolidated Statements of Income - Three and Nine Months Ended September 30, 2025 and 2024	2
	Consolidated Statements of Income - Three Months Ended March 31, 2026 and 2025	2
	Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2025 and 2024	3
	Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2026 and 2025	3
	Consolidated Statements of Equity - Three and Nine Months Ended September 30, 2025 and 2024	4
	Consolidated Statements of Equity - Three Months Ended March 31, 2026 and 2025	4
	Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and 2024	5
	Consolidated Statements of Cash Flows - Three Months Ended March 31, 2026 and 2025	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1517
	Forward-Looking Statements	1517
	Executive Summary	1618
	Consolidated Results of Operations	1922
	Non-GAAP Financial Measures	27
	Liquidity and Capital Resources	2827
	Critical Accounting Estimates	3130
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3230
Item 4.	Controls and Procedures	3330
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	3331
Item 1A.	Risk Factors	3331
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3331
Item 5.	Other Information	3331
Item 6.	Exhibits	3432
Signatures		3432

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS:
Current Assets:
Cash and cash equivalents	$	34,~~406~~288.51	$	46,~~339~~881.41
Accounts receivable, net of allowance for doubtful accounts of $13.1 and $15.0	8,586.0		9,242.0
Accounts receivable, net of allowance for doubtful accounts of $10.0 and $11.9	12,566.2		14,398.0
Work in process	23,~~023~~721.54		13,~~622~~408.29
Other current assets	1,176.0		1,019.4
Assets held for sale	711.6		1,012.2
Total Current Assets	15,192.0		16,223.0
Other current assets	1,899.0		1,765.2
Property and Equipment at cost, less accumulated depreciation of $1,175.4 and $1,096.9	846.8		824.7
Total Current Assets	23,186.3		27,465.4
Operating Lease Right-Of-Use Assets	1,019.0		1,043.6
Property and Equipment at cost, less accumulated depreciation of $1,256.2 and $1,386.8	1,004.6		1,010.3
Equity Method Investments	66.2		59.0
Operating Lease Right-Of-Use Assets	1,291.7		1,379.8
Goodwill	10,915.2		10,677.4
Equity Method Investments	58.6		65.9
Intangible Assets, net of accumulated amortization of $867.0 and $832.4	488.8		522.0
Goodwill	18,733.9		18,641.4
Other Assets	310.6		271.0
Intangible Assets, net of accumulated amortization of $1,014.2 and $903.2	4,945.2		5,101.0
TOTAL ASSETS	$	28,838.6	$	29,620.7
Other Assets	744.4		751.5
TOTAL ASSETS	$	49,964.7	$	54,415.3
LIABILITIES AND EQUITY:
Current Liabilities:
Accounts payable	$	1118,~~320~~108.46	$	1220,~~484~~659.45
Customer advances	1,~~273~~954.0		1,~~336~~727.16
Current portion of debt	~~1,399.0~~—		—1,399.5
Short-term debt	2467.14		2162.30
Taxes payable	~~338~~341.54		~~402~~264.59
Other current liabilities	2,088.6		2,056.0
Liabilities held for sale	972.3		1,261.0
Total Current Liabilities	16,443.6		16,300.3
Other current liabilities	3,972.4		4,163.7
Long-Term Liabilities	741.0		804.2
Total Current Liabilities	25,416.1		29,538.2
Long-Term Liability - Operating Leases	767.2		814.2
Long-Term Liabilities	1,223.8		1,099.5
Long-Term Debt	4,876.2		6,035.3
Long-Term Liability - Operating Leases	1,471.7		1,617.0
Deferred Tax Liabilities	492.3		491.8
Long-Term Debt	9,977.5		7,655.0
Commitments and Contingent Liabilities (Note 11)
Deferred Tax Liabilities	1,460.3		1,449.4
Temporary Equity - Redeemable Noncontrolling Interests	395.6		429.0
Commitments and Contingent Liabilities (Note 13)
Temporary Equity - Redeemable Noncontrolling Interests	343.2		363.2
Equity:
Shareholders’ Equity:
Preferred stock	—		—
Common stock	4463.62		4463.62
Additional paid-in capital	~~479~~8,979.43		~~472~~9,424.14
Retained earnings	1110,~~975~~959.13		1110,~~500~~782.54
Accumulated other comprehensive income (loss)	(1,~~327~~313.19)		(1,~~475~~265.98)
Treasury stock, at cost	(69,~~558~~250.78)		(6,~~347~~958.84)
Total Shareholders’ Equity	49,~~613~~437.31		412,~~193~~045.58
Noncontrolling interests	~~509~~635.40		~~552~~647.42
Total Equity	510,~~122~~072.71		412,~~745~~693.90
TOTAL LIABILITIES AND EQUITY	$	2849,~~838~~964.67	$	2954,~~620~~415.73

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

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Revenue	$	46,~~037~~242.19	$	3,~~882~~690.64	$	~~11,743.1~~	$	~~11,366.9~~
Operating Expenses:
Salary and service costs	24,~~921~~639.56		2,~~796~~746.03		~~8,600.4~~		~~8,288.7~~
Occupancy and other costs	~~322~~527.73		~~325~~314.6		~~963.2~~		~~953.9~~
Repositioning costs	38.6		—		127.4		57.8
Severance and repositioning costs	4.1		—
Cost of services	3,282.8		3,121.6		9,691.0		9,300.4
Loss on assets held for sale and dispositions	34.3		—
Selling, general and administrative expenses	163.5		99.5		451.8		295.8
Cost of services	5,205.3		3,060.9
Depreciation and amortization	60.7		61.4		178.4		181.4
Selling, general and administrative expenses	224.5		117.9
Total Operating Expenses	3,507.0		3,282.5		10,321.2		9,777.6
Depreciation and amortization	166.9		59.0
Operating Income	530.1		600.1		1,421.9		1,589.3
Total Operating Expenses	5,596.7		3,237.8
Interest Expense	60.4		66.4		182.1		182.9
Operating Income	646.2		452.6
Interest Income	17.2		26.0		68.8		74.0
Interest Expense	119.0		59.1
Income Before Income Taxes and Income From Equity Method Investments	486.9		559.7		1,308.6		1,480.4
Interest Income	47.0		29.7
Income Tax Expense	132.3		150.2		373.5		389.9
Income Before Income Taxes and Income (Loss) From Equity Method Investments	574.2		423.2
Income From Equity Method Investments	5.8		0.4		6.5		4.6
Income Tax Expense	154.6		120.7
Net Income	360.4		409.9		941.6		1,095.1
Income (Loss) From Equity Method Investments	(0.9)		0.9
Net Income Attributed To Noncontrolling Interests	19.1		24.0		55.0		62.5
Net Income	418.7		303.4
Net Income - Omnicom Group Inc.	$	341.3	$	385.9	$	886.6	$	1,032.6
Net Income Attributed To Noncontrolling Interests	13.5		15.7
Net Income - Omnicom Group Inc.	$	405.2	$	287.7
Net Income Per Share - Omnicom Group Inc.:
Basic	$	1.7636	$	1.9746	$	~~4.54~~	$	~~5.25~~
Diluted	$	1.7535	$	1.9545	$	~~4.51~~	$	~~5.19~~
Weighted Average Shares:
Basic	~~193~~298.81		~~195~~196.67		~~195.2~~		~~196.5~~
Diluted	~~194~~299.92		198.23		~~196.4~~		~~198.9~~

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

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Net Income

~~360~~418.47

~~409~~303.94

~~941.6~~

~~1,095.1~~

Other Comprehensive Income (Loss):

Cash flow hedge:

Amortization of loss included in interest expense

1.3

1.34

~~4.1~~

~~3.9~~

Income tax effect

(0.4)

~~(1.3)~~

~~(1.1)~~

Cash flow hedge, net of tax

0.9

01.90

~~2.8~~

Pension and other postemployment benefits:

Amortization of prior service cost

1.78

1.27

~~5.1~~

~~3.6~~

Amortization of actuarial losses

(0.26)

0.35

~~0.7~~

~~0.8~~

Income tax effect

(12.4)3

(1.08)

~~(4.4)~~

~~(3.3)~~

Pension plans and other postemployment benefits, net of tax

03.5

0.54

~~1.4~~

~~1.1~~

Foreign currency translation adjustment

(6055.69)

~~180~~83.27

~~155.2~~

~~62.0~~

Other Comprehensive Income (Loss)

(5951.25)

~~181~~85.61

~~159.4~~

~~65.9~~

Comprehensive Income

~~301~~367.2

~~591~~388.5

~~1,101.0~~

~~1,161.0~~

Comprehensive Income Attributed To Noncontrolling Interests

1610.1

3420.47

~~65.6~~

~~65.1~~

Comprehensive Income - Omnicom Group Inc.

~~285~~357.1

~~557~~367.18

~~1,035.4~~

~~1,095.9~~

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

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In millions, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Common Stock, shares

~~297~~421.26

297.2

~~297.2~~

Common Stock, par value

4463.62

44.6

~~44.6~~

Additional Paid In Capital:

Beginning Balance

~~481~~9,424.84

~~468~~472.41

~~472.1~~

~~492.0~~

Net change in noncontrolling interests

~~(29~~8.0)2

(01.84)

~~(28.9)~~

~~8.7~~

Change in temporary equity

5918.70

(140.31)

~~48.6~~

~~(64.4)~~

Share-based compensation

2827.91

2420.48

~~73.1~~

~~69.1~~

Stock issued, share-based compensation

(62.0)

(62.5)

(85.5)

(90.2)

Accelerated share repurchase forward agreements

(500.0)

—

Ending Balance

479.4

415.2

479.4

415.2

Stock issued, share-based compensation

1.6

4.0

Ending Balance

8,979.3

495.4

Retained Earnings:

Beginning Balance

1110,~~769~~782.54

1011,~~941~~500.05

~~11,500.5~~

~~10,571.5~~

Net income

~~341~~405.32

~~385~~287.97

~~886.6~~

~~1,032.6~~

Common stock dividends declared

(~~135~~228.73)

(~~136~~137.78)

~~(412.0)~~

~~(413.9)~~

Ending Balance

1110,~~975~~959.13

11,~~190~~650.24

~~11,975.1~~

~~11,190.2~~

Accumulated Other Comprehensive Income (Loss):

Beginning Balance

(1,~~270~~265.98)

(1,~~445~~475.59)

~~(1,475.9)~~

~~(1,337.6)~~

Other comprehensive income (loss)

(5648.21)

~~171~~80.21

~~148.8~~

~~63.3~~

Ending Balance

(1,~~327~~313.19)

(1,~~274~~395.38)

~~(1,327.1)~~

~~(1,274.3)~~

Treasury Stock:

Beginning Balance

(6,~~538~~958.24)

(6,~~372~~347.78)

~~(6,347.8)~~

~~(6,154.2)~~

Stock issued, share-based compensation

6813.90

617.69

~~103.2~~

~~95.1~~

Common stock repurchased

(892,305.4)

(~~113~~81.35)

~~(314.1)~~

~~(365.3)~~

Ending Balance

(69,~~558~~250.78)

(6,~~424~~421.4)

~~(6,558.7)~~

~~(6,424.4)~~

Shareholders' Equity

49,~~613~~437.31

34,~~951~~373.32

~~4,613.3~~

~~3,951.3~~

Noncontrolling Interests:

Beginning Balance

~~552~~647.02

~~560~~552.14

~~552.4~~

~~608.8~~

Net income

1913.15

2415.07

~~55.0~~

~~62.5~~

Other comprehensive income (loss)

(3.0)

10.4

10.6

2.6

Other comprehensive income

(3.4)

5.0

Dividends to noncontrolling interests

(2212.81)

(2913.80)

~~(57.1)~~

~~(64.0)~~

Net change in noncontrolling interests

(3510.92)

90.34

~~(51.5)~~

~~(35.9)~~

Ending Balance

~~509~~635.40

~~574~~560.05

~~509.4~~

~~574.0~~

Total Equity

510,~~122~~072.71

4,~~525~~933.37

~~5,122.7~~

~~4,525.3~~

Dividends Declared Per Common Share

0.7080

0.70

~~2.10~~

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

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
Cash Flows From Operating Activities:
Net income	$	~~941~~418.67	$	~~1,095~~303.14
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of right-of-use assets	~~103~~49.45		~~102~~33.82
Amortization of intangible assets	75117.04		7825.68
Share-based compensation	7327.1		6920.18
Repositioning costs	127.4		57.8
Severance and repositioning costs	4.1		—
Other, net	3.1		(1.3)
Loss on assets held for sale and dispositions	34.3		—
Use of operating capital	(1,422.8)		(1,593.6)
Other, net	5.8		3.3
Net Cash Used In Operating Activities	(99.2)		(191.5)
Use of operating capital	(1,210.1)		(1,173.3)
Net Cash Used In Operating Activities	(553.2)		(786.8)
Cash Flows From Investing Activities:
Capital expenditures	(~~110~~61.72)		(9329.65)
Acquisition of businesses and interests in affiliates, net of cash acquired	(0.8)		(900.9)
Proceeds from assets held for sale	152.5		—
Other, net	~~50.~~(7.1)		142.2
Net Cash Used In Investing Activities	(60.8)		(993.3)
Net Cash Provided By Investing Activities	84.2		12.7
Cash Flows From Financing Activities:
Proceeds from borrowings	—2,384.9		~~1,236.0~~—
Change in short-term debt	0.5		7.0
Repayment of debt	(1,400.0)		—
Dividends paid to common shareholders	(413.9)		(416.0)
Change in short-term debt	7.4		(3.2)
Repurchases of common stock	(312.1)		(362.4)
Dividends paid to common shareholders	(251.7)		(137.7)
Proceeds from stock plans	18.0		3.9
Repurchases of common stock	(2,777.6)		(81.0)
Acquisition of additional noncontrolling interests	(39.0)		(28.9)
Proceeds from stock plans	15.8		11.5
Dividends paid to noncontrolling interest shareholders	(57.1)		(64.0)
Acquisition of additional noncontrolling interests	(13.5)		(0.4)
Payment of contingent purchase price obligations	(47.9)		(23.6)
Dividends paid to noncontrolling interest shareholders	(12.1)		(13.0)
Other, net	(56.0)		(58.6)
Payment of contingent purchase price obligations	(2.8)		(2.8)
Net Cash (Used In) Provided By Financing Activities	(907.5)		293.4
Other, net	(15.7)		(14.8)
Effect of foreign exchange rate changes on cash and cash equivalents	134.6		(6.7)
Net Cash Used In Financing Activities	(2,065.3)		(241.4)
Net Decrease in Cash and Cash Equivalents	(932.9)		(898.1)
Effect of foreign exchange rate changes on cash and cash equivalents	(58.7)		54.4
Cash and Cash Equivalents at the Beginning of Period	4,339.4		4,432.0
Net Decrease in Cash and Cash Equivalents	(2,593.0)		(961.1)
Cash and Cash Equivalents at the End of Period	$	3,406.5	$	3,533.9
Cash and Cash Equivalents at the Beginning of Period	6,881.1		4,339.4
Cash and Cash Equivalents at the End of Period	$	4,288.1	$	3,378.3

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Presentation of Financial Statements

The terms “Omnicom,” “the Company,” “we,”, “our” and “us” each refer to Omnicom Group Inc. and its subsidiaries, unless the context indicates otherwise. The accompanying unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP or GAAP, for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission, or SEC. Accordingly, certain information and footnote disclosures have been condensed or omitted. 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 unaudited 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.

In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation, in all material respects, of the information contained herein. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2024,~~2025 or(the ~~2024~~"2025 10-K"). Results for the interim periods are not necessarily indicative of results that may be expected for the year.

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

On ~~December~~November 826, ~~2024,~~2025 ~~Omnicom entered into an Agreement and Plan of Merger, or~~ (the ~~Merger~~“Closing ~~Agreement~~Date”), ~~by and among~~ Omnicom, ~~EXT~~completed ~~Subsidiary~~its ~~Inc.,~~merger a(the ~~direct wholly owned subsidiary of Omnicom, or~~ "Merger") ~~Sub,~~with ~~and~~ The Interpublic Group of Companies, Inc., or ("IPG,"). ~~pursuant~~Omnicom tois ~~which, subject to~~ the ~~terms~~acquirer ~~and conditions~~ of ~~the~~IPG ~~Merger~~under ~~Agreement,~~U.S. ~~Merger~~GAAP ~~Sub will merge with~~ and ~~into~~as ~~IPG,~~a ~~or the Merger~~result, ~~with IPG surviving~~ the ~~Merger~~consolidated asfinancial astatements ~~wholly owned subsidiary~~ of Omnicom. Onfor ~~March~~periods ~~18,~~prior ~~2025,~~to the ~~shareholders~~Closing ofDate ~~each~~do ofnot ~~Omnicom~~include ~~and IPG approved~~ the ~~Merger.~~results ~~The completion~~ of ~~the Merger is subject to customary closing conditions~~operations, ~~including~~financial ~~required regulatory approvals. If completed~~position, ~~the~~or ~~Merger~~cash isflows ~~expected~~of toIPG. ~~have~~The aresults ~~material~~of ~~impact~~operations onof ~~our~~IPG ~~ongoing~~are ~~results~~included ofin ~~operations~~Omnicom’s ~~and~~consolidated financial ~~condition.~~statements ~~During~~only from the ~~three~~Closing ~~and~~Date ~~nine~~forward. ~~months~~Accordingly, ~~ended~~Omnicom’s ~~September 30,~~financial ~~2025~~results, wethe ~~recorded~~effects ~~acquisition~~on ~~related~~financial ~~costs~~condition ~~of $60.8 million~~ and ~~$160.6~~cash ~~million,~~flow ~~respectively,~~are innot ~~selling,~~comparable ~~general~~to ~~and~~historical ~~administrative~~periods ~~expenses.~~due ~~The~~to ~~results~~the inclusion of IPG’s ~~are~~results ~~not~~from ~~included~~the inClosing ~~our~~Date, ~~2025~~see orNote ~~2024~~5 ~~results~~to ofthe ~~operations~~consolidated or financial ~~position~~statements ~~disclosed~~for inmore ~~these~~information ~~unaudited~~related ~~consolidated~~to ~~financial~~the ~~statements~~Merger.

WeFor ~~have~~the ~~secured~~three ~~regulatory~~months ~~approvals~~ended ~~for~~March 31, ~~Omnicom’s~~2026, ~~pending~~we ~~acquisition~~recorded of$59.4 ~~IPG~~million inof ~~all~~integration ~~required~~and ~~jurisdictions~~acquisition ~~other~~related ~~than~~costs ~~the~~related ~~European Union. We are continuing~~ to ~~pursue~~ the ~~required~~Merger EUin ~~regulatory~~selling, ~~approval~~general and ~~expect~~administrative ~~that~~expenses. For the ~~acquisition~~three ~~will~~months ~~close~~ended byMarch 31, ~~the~~2025, ~~end~~we recorded $33.8 million of ~~November~~acquisition ~~2025~~related costs.

In the third quarter of 2025, in connection with the pending acquisition of IPG, Omnicom offered to exchange up to $2.95 billion of IPG’s outstanding senior notes (the "Existing IPG Notes") for new Omnicom notes, and solicited consents to amend the indentures governing the Existing IPG Notes. Omnicom has received sufficient tenders and consents to consummate the exchange offer and consent solicitation, which is currently set to expire on October 31, 2025, subject to further extension. The consummation of the exchange offer and consent solicitation is subject to the closing of the Merger and certain other conditions and will include cash as a consent payment aggregating up to $2.7 million.

Risks and Uncertainties

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

Accounting Changes

In December 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which became effective for us in January 2025 and requires, among other things, greater disaggregation of information in the rate reconciliation and for paid income taxes to be disaggregated by jurisdiction. ASU 2023-09 affects only financial statement disclosures, which are not required until year-end 2025, and does not affect our results of operations or financial condition.

2. Revenue

Nature of our services

We provide data-~~inspired~~driven, creative marketing and sales solutions through ~~various~~ client-centric networks ~~that are~~ organized to meet specific client objectives. ~~Our~~On ~~networks~~a global, ~~practice~~pan-regional, ~~areas~~ and local basis, our agencies provide a comprehensive range of services across our fundamental disciplines. Beginning in ~~the~~2026, ~~following~~we ~~fundamental~~realigned our disciplines as follows and as described below: Integrated Media, & Advertising, ~~Precision Marketing~~Health, Public Relations, ~~Healthcare,~~and ~~Branding~~Experiential & ~~Retail~~Other. The classification of certain services and prior period amounts have been reclassified to conform to the current period presentation.

Integrated Media includes strategic media planning and buying, performance media and audience-based solutions, as well as digital commerce and data and identity solutions. It also includes proprietary data, analytics, and precision marketing capabilities and automated content delivery solutions. Advertising includes creative, brand development, and integrated advertising services across digital and traditional channels, supporting clients' brand strategy and communications needs. Health includes specialized medical communications, market access strategy and other services to global health and pharmaceutical companies. Public Relations services include corporate communications, crisis management, public affairs, and media relations services. Experiential & Other includes experiential design and execution, live and digital events, and entertainment and sports marketing, as well as consulting, branding, and design services. It also includes field marketing, merchandising, custom communications and training, and other specialized marketing and support services.

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

Revenue by discipline:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Media & Advertising	$	2,353.8	$	2,129.0	$	6,693.3	$	6,184.2
Integrated Media	$	2,978.4	$	1,805.4
Precision Marketing	462.5		450.6		1,369.9		1,303.1
Advertising	1,060.2		674.6
Public Relations	~~377~~696.26		~~404~~359.01		~~1,112.8~~		~~1,195.3~~
Healthcare	331.2		337.1		969.5		999.1
Health	585.7		299.0
Branding & Retail Commerce	144.8		181.7		452.9		549.3
Experiential & Other	922.0		552.3
Experiential	152.2		174.3		503.2		512.5
Revenue1	$	6,242.9	$	3,690.4
Execution & Support	215.4		205.9		641.5		623.4
Revenue	$	4,037.1	$	3,882.6	$	11,743.1	$	11,366.9

~~Beginning~~1) inRevenue ~~the~~for ~~first quarter of 2025, we realigned~~ the ~~classification~~three ofmonths ~~certain~~ended ~~services~~March 31, ~~primarily within our Media & Advertising~~2026, ~~Branding~~includes &amounts ~~Retail~~attributable ~~Commerce,~~to ~~Precision~~disposals ~~Marketing~~or ~~and~~entities ~~Public~~classified ~~Relations~~as ~~disciplines.~~held Asfor ~~a result~~sale, weconsisting ~~reclassified~~of ~~the~~$627.2 ~~prior year periods to be consistent with the revised classifications~~million.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Americas:
North America	$	2,245.3	$	2,154.0	$	6,566.5	$	6,343.3
Latin America	126.4		99.7		337.4		302.6
EMEA:
Europe	1,135.4		1,080.8		3,296.8		3,188.5
Middle East and Africa	67.4		63.3		204.3		208.5
Asia-Pacific	462.6		484.8		1,338.1		1,324.0
Revenue	$	4,037.1	$	3,882.6	$	11,743.1	$	11,366.9

Economic factors affecting our revenue

~~The~~Global ~~Americas~~economic isconditions ~~comprised of North America, which includes the United States, Canada~~ and ~~Puerto~~disruptions ~~Rico,~~directly ~~and~~impact ~~Latin~~our ~~America, which includes South America and Mexico~~revenue. ~~EMEA~~Adverse iseconomic ~~comprised~~conditions ~~of Europe, the Middle East~~ and ~~Africa.~~disruptions ~~Asia-Pacific~~pose ~~includes~~a ~~Australia,~~risk ~~Greater~~that ~~China,~~our ~~India,~~clients ~~Japan,~~may ~~Korea~~reduce, ~~New Zealand~~postpone, ~~Singapore~~or ~~and~~cancel ~~other~~spending ~~Asian countries. Revenue in the United States~~ for ~~the~~our ~~three months ended September 30~~services, ~~2025~~which ~~and~~would ~~2024~~impact ~~was~~our ~~$2,132.9 million and $2,039.7 million, respectively, and~~ revenue ~~in the United States for the nine months ended September 30, 2025 and 2024 was $6,233~~.~~4 million and $5,999.0 million, respectively.~~

Revenue by geographic market:


	Three Months Ended March 31,
	2026		2025
Americas:
North America	$	3,885.1	$	2,111.5
Latin America	196.1		96.4
EMEA:
Europe	1,439.0		995.0
Middle East and Africa	144.2		70.8
Asia-Pacific	578.5		416.7
Revenue1	$	6,242.9	$	3,690.4

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

The 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 the three months ended March 31, 2026 and 2025 was $3,688.0 million and $2,007.0 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.


	March 31, 2026		December 31, 2025		March 31, 2025
Work in process:

Media and production costs	$	1,969.5	$	2,200.1	$	899.2
Unbilled fees and costs and contract assets	1,751.9		1,208.8		1,031.0
Work in process	$	3,721.4	$	3,408.9	$	1,930.2
Customer advances	$	1,954.0	$	1,727.6	$	1,283.5

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

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

	September 30, 2025		December 31, 2024		September 30, 2024
Work in process:
Media and production costs	$	908.3	$	864.0	$	881.1
Unbilled fees and costs and contract assets	1,115.2		758.2		1,017.3
Work in process	$	2,023.5	$	1,622.2	$	1,898.4
Customer advances	$	1,273.0	$	1,336.1	$	1,303.2

There were no impairment charges recorded in work in process in the nine months ended September 30, 2025 and 2024.

3. Net Income per Share

Basic and diluted net income per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Net Income - Omnicom Group Inc.	$	~~341~~405.32	$	~~385~~287.97	$	~~886.6~~	$	~~1,032.6~~
Weighted Average Shares (millions):
Basic	~~193~~298.81		~~195~~196.67		~~195.2~~		~~196.5~~
Dilutive stock options and restricted shares	1.1		21.6		~~1.2~~		~~2.4~~
Diluted	~~194~~299.92		198.23		~~196.4~~		~~198.9~~
Anti-dilutive stock options and restricted shares (millions)	5.8.0		—1.1		~~5.8~~		—
Net Income per Share - Omnicom Group Inc.:
Basic	$1.7636		$1.9746		~~$4.54~~		~~$5.25~~
Diluted	$1.7535		$1.9545		~~$4.51~~		~~$5.19~~

~~Potentially dilutive common shares are due to our share-based employee compensation plans and agreements, which primarily relate to stock options granted in the second quarter of 2025.~~ The number of potential shares of common ~~shares~~stock excluded from diluted shares outstanding was 5.8.0 million ~~for~~and ~~both~~1.1 million for the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, respectively, because the effect of including those shares of common ~~shares~~stock in the calculation would have been anti-dilutive. ~~There were no potentially dilutive common shares excluded from diluted shares outstanding for the three and nine months ended September 30, 2024.~~

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

4. Goodwill and Intangible Assets

Change in goodwill:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
January 1	$	1018,~~677~~641.4	$	10,~~082~~677.34
Acquisitions	2.5		751.1
Acquisitions*	118.1		2.4
Noncontrolling interests in acquired businesses	217.60		242.45
Contingent purchase price obligations of acquired businesses	213.65		—2.4
Dispositions	(667.38)		(620.06)
Foreign currency translation	~~296~~(48.43)		76117.24
September 30	$	10,915.2	$	10,928.0
March 31	$	18,733.9	$	10,781.5

*The increase in goodwill in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2026 is primarily attributable to adjustments to the ~~acquisition~~preliminary ofpurchase ~~Flywheel~~price ~~Digital~~accounting for the IPG acquisition in ~~January~~November ~~2024~~2025 (see Note 5 to the consolidated financial statements). There were no goodwill impairment charges recorded in the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, and there are no accumulated goodwill impairment charges.

Intangible assets:

We completed our annual goodwill impairment test as of May 1, 2025. The market assumptions used in our assessment reflected the current economic environment (see Note 1- Risks and Uncertainties). Based on the results of our impairment test, we concluded that at May 1, 2025 our goodwill was not impaired. There were no events through September 30, 2025 that would change our impairment assessments.


	March 31, 2026						December 31, 2025
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value



Trade Names	$	926.0	$	(96.4)	$	829.6	$	929.9	$	(76.5)	$	853.4
Customer Relationships	4,374.0		(578.2)		3,795.8		4,389.5		(504.1)		3,885.4
Technology and Other	355.6		(94.3)		261.3		409.2		(79.6)		329.6
Acquired intangible assets and internally developed strategic platform assets	$	5,655.6	$	(768.9)	$	4,886.7	$	5,728.6	$	(660.2)	$	5,068.4
Other purchased and internally developed software	303.8		(245.3)		58.5		275.6		(243.0)		32.6
Intangible Assets	$	5,959.4	$	(1,014.2)	$	4,945.2	$	6,004.2	$	(903.2)	$	5,101.0

Amortization of intangible assets:

	September 30, 2025						December 31, 2024
	Three Months Ended March 31,
	GrossCarryingValue		AccumulatedAmortization		NetCarryingValue		GrossCarryingValue		AccumulatedAmortization		NetCarryingValue
	2026		2025
Acquired intangible assets and internally developed strategic platform assets	$	~~1,079~~110.09	$	~~(623~~21.4)8	$	~~455.6~~	$	~~1,096.1~~	$	~~(606.1)~~	$	~~490.0~~
Other purchased and internally developed software	~~276~~6.85		~~(243~~4.6)0		~~33.2~~		~~258.3~~		~~(226.3)~~		~~32.0~~
Total Intangible Assets	$	1,355.8	$	(867.0)	$	488.8	$	1,354.4	$	(832.4)	$	522.0
Amortization Expense	$	117.4	$	25.8

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Acquired intangible assets and internally developed strategic platform assets	$	21.5	$	22.2	$	63.1	$	65.2
Other purchased and internally developed software	3.9		4.3		11.9		13.4
Amortization Expense	$	25.4	$	26.5	$	75.0	$	78.6

5. Business Combinations

5On November 26, 2025, we completed the Merger (see Note 1 to the consolidated financial statements). ~~Debt~~ The acquisition combines complementary capabilities and service offerings and is expected to expand client opportunities and support long-term growth.

~~Credit~~Purchase ~~Facilities~~Consideration

~~Our~~Pursuant ~~$2.5~~to ~~billion~~the ~~unsecured~~Merger ~~multi-currency revolving credit facility~~Agreement, orthe ~~Credit Facility~~361,498,876 ~~terminates~~shares onof ~~June 2,~~IPG ~~2028.~~common Westock ~~can~~(the ~~issue~~“IPG upcommon tostock”) $2(par ~~billion~~value ~~of U~~$0.S.10 ~~Dollar~~per ~~denominated~~share) ~~commercial~~that ~~paper,~~were issued and ~~issue~~outstanding upimmediately prior to the ~~equivalent~~Merger ofwere ~~$500~~converted ~~million~~into in124,352,188 ~~British~~shares ~~Pounds~~of orOmnicom ~~Euro~~common ~~under~~stock a(par ~~Euro~~value ~~commercial paper program~~$0.15 Inper ~~addition,~~share) ~~certain~~and ofcash ~~our~~in ~~international~~lieu ~~subsidiaries~~of ~~have~~fractional ~~uncommitted~~shares, ~~credit~~based ~~lines~~on ~~that~~an ~~are~~exchange ~~guaranteed~~ratio by(the ~~Omnicom,~~“Exchange ~~aggregating~~Ratio”) ~~$540.2~~of ~~million~~0.344 ~~All~~shares of ~~these~~Omnicom ~~facilities~~common ~~provide~~stock ~~additional~~for ~~liquidity~~each ~~sources~~share ~~for~~of ~~operating~~IPG ~~capital~~common ~~and~~stock. ~~general~~Following ~~corporate~~the ~~purposes.~~close ~~During~~of the ~~three~~Merger, ~~and~~legacy ~~nine~~Omnicom ~~months~~shareholders ~~ended~~owned ~~September 30,~~approximately ~~2025~~60.6% ~~and~~of ~~2024,~~the ~~there~~combined ~~were~~company, noand ~~drawings~~legacy ~~under~~IPG ~~the~~shareholders ~~Credit~~owned ~~Facility~~approximately ~~and~~39.4%, noon ~~commercial~~a ~~paper~~fully ~~issuances~~diluted basis.

The ~~Credit~~total ~~Facility~~consideration ~~has~~paid aat ~~financial~~closing ~~covenant~~was ~~that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest~~$8,893.5 ~~taxes~~million, ~~depreciation,~~consisting ~~amortization~~of ~~and~~primarily ~~non-cash~~equity ~~charges)~~consideration of ~~no more than 3~~$8,891.52 ~~times for the most recently ended 12-month period. At September 30~~million, ~~2025,~~excluding wedebt ~~were~~assumed in ~~compliance~~connection with ~~this~~Omnicom's ~~covenant~~offer asto ~~our~~exchange ~~Leverage~~all ~~Ratio~~outstanding ~~was~~notes ~~2.6~~of ~~times.~~certain ~~The~~series ~~Credit~~issued ~~Facility~~by ~~does~~the ~~not~~IPG. ~~limit~~The ~~our~~following ~~ability~~table tosummarizes ~~declare~~the orpurchase ~~pay~~consideration: ~~dividends or repurchase our common stock.~~

Short-Term Debt


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

~~Short-term debt of $24.~~1) ~~million~~The ~~and~~fair ~~$21.3~~value ~~million~~of atshares ~~September 30,~~issued ~~2025~~reflects ~~and~~the ~~December 31,~~number ~~2024,~~of ~~respectively,~~IPG ~~represented~~shares ~~bank~~outstanding ~~overdrafts~~at ~~and~~the ~~short-term~~Closing ~~borrowings~~Date ~~primarily~~multiplied ofby ~~our international subsidiaries. Due to~~ the ~~short-term~~Exchange ~~nature~~Ratio ofand ~~this~~Omnicom’s ~~debt,~~closing ~~carrying~~share ~~value~~price ~~approximates~~on ~~fair~~the ~~value~~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	$7,065.4
Accounts receivable	5,753.5	Customer advances	715.8
Work in process	2,227.6	Short-term debt	42.4
Assets held for sale	264.7	Liabilities held for sale	106.5
Other current Assets	571.6	Other current liabilities	1,673.8
Property and equipment	251.6	Long-term liabilities	432.7
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	4,591.4	Deferred tax liabilities, net	1,093.4
Other Assets	701.3	Non-controlling interests	211.7
Total Assets	$16,082.0	Redeemable non-controlling interest	11.2
		Total Liabilities and Non-controlling interest	$14,994.2


		Fair value of net assets acquired	$1,087.8
		Goodwill	7,805.7
		Total Consideration	$8,893.5

~~Long-Term~~The ~~Debt~~purchase accounting process has not been completed as of March 31, 2026, including the finalization of the purchase price allocation. The Company has not yet finalized the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets. The preliminary fair values of identifiable assets as of March 31, 2026 include Trade names of $792.0 million, Customer relationships of $3,616.0 million, and Technology and other of $183.4 million. During the first quarter, the adjustments to goodwill related primarily to the updates of the fair value of acquired software and deferred taxes. The purchase price allocation may be adjusted during the measurement period, which will not exceed one year from the Closing Date.

	September 30, 2025		December 31, 2024
3.60% Senior Notes due 2026	$	1,400.0	$	1,400.0
€500 million 0.80% Senior Notes due 2027	585.3		520.3
2.45% Senior Notes due 2030	600.0		600.0
4.20% Senior Notes due 2030	600.0		600.0
€500 million 1.40% Senior Notes due 2031	585.3		520.3
2.60% Senior Notes due 2031	800.0		800.0
€600 million 3.70% Senior Notes due 2032	702.3		624.5
£325 million 2.25% Senior Notes due 2033	435.8		407.9
5.30% Senior Notes due 2034	600.0		600.0
Long-Term Debt, Gross	6,308.7		6,073.0
Unamortized discount	(8.8)		(9.5)
Unamortized debt issuance costs	(24.4)		(27.4)
Unamortized deferred loss from settlement of interest rate swap	(0.3)		(0.8)
Long-Term Debt, including current portion	6,275.2		6,035.3
Current portion	(1,399.0)		—
Long-Term Debt	$	4,876.2	$	6,035.3

Integration and Acquisition-Related Costs

~~The~~During ~~2.45%~~the ~~Senior~~three ~~Notes~~months ~~due~~ended ~~2030~~March 31, ~~4.20%~~2026 ~~Senior~~and ~~Notes~~2025, ~~due~~the ~~2030,~~Company 2incurred approximately $59.~~60%~~4 ~~Senior~~million ~~Notes~~of ~~due~~integration ~~2031~~and acquisition related costs and 5$33.~~30%~~8 ~~Senior~~million ~~Notes~~of ~~due~~acquisition ~~2034~~related ~~are~~costs ~~senior~~associated ~~unsecured~~primarily ~~obligations~~with the acquisition of ~~Omnicom~~IPG. ~~that~~These ~~rank~~costs ~~equal~~consist mainly of third-party professional fees and were recorded within selling, general and administrative expenses in ~~right~~the consolidated statements of ~~payment~~income. ~~with~~The ~~all~~Company ~~existing~~may incur additional integration and acquisition-related costs in the future ~~unsecured~~related ~~senior~~to ~~indebtedness~~the acquisition of IPG.

~~Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc~~6., or OCI, are co-obligors under the 3.60% Senior Notes due April 2026, accordingly it has been reclassified to current liabilities on the balance sheet. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans, or advances. Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness. Debt

~~Omnicom~~Credit and OCI have, jointly and severally, fully and unconditionally guaranteed the obligations of Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the €500 million 0.80% Senior Notes due 2027 and the €500 million 1.40% Senior Notes due 2031, and Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect to the €600 million 3.70% Senior Notes due 2032, collectively the Euro Notes. 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.Facility

~~Omnicom~~On ~~has~~November ~~fully~~26, ~~and~~2025, ~~unconditionally guaranteed~~ the ~~obligations~~Company ofentered ~~Omnicom~~into ~~Capital Holdings plc, or OCH,~~ a ~~U.K.-based~~Fourth ~~wholly~~Amended ~~owned~~and ~~subsidiary~~Restated ofFive ~~Omnicom,~~Year ~~with~~Credit ~~respect~~Agreement to (the ~~£325~~“Credit ~~million~~Agreement ~~2.25%~~Amendment”), ~~Senior~~which ~~Notes~~amended ~~due~~and ~~2033,~~restated or the ~~Sterling Notes. OCH~~Company’s ~~assets~~Third ~~consist~~Amended ofand ~~its~~Restated ~~investments~~Five inYear ~~several~~Credit ~~wholly~~Agreement, ~~owned~~dated ~~finance companies that function~~ as ~~treasury~~of ~~centers~~June 2, ~~providing~~2023. ~~funding~~The ~~for~~Credit ~~various~~Agreement ~~operating companies in EMEA~~Amendment, ~~Australia,~~among ~~and~~ other ~~countries~~things, in(i) increased the ~~Asia~~unsecured multi-~~Pacific~~currency ~~region.~~revolving ~~The~~credit ~~finance~~facility ~~companies’~~(the ~~assets~~“Credit ~~consist~~Facility”) ofamount ~~cash~~from ~~and~~$2.5 ~~cash~~billion ~~equivalents~~to ~~and~~$3.5 ~~intercompany~~billion, ~~loans~~(ii) ~~that~~reduced ~~they make or have made to~~ the ~~operating~~facility ~~companies~~fee inand ~~their~~applicable ~~respective~~margin, ~~regions~~(iii) ~~and~~extended the ~~related~~termination ~~interest~~date ~~receivable.~~(with ~~There~~respect ~~are~~to ~~no restrictions on~~ the ~~ability~~available commitments of ~~Omnicom~~the orextending ~~OCH~~lenders) ~~to obtain funds~~ from ~~their~~June ~~subsidiaries~~2, ~~through~~2028 ~~dividends,~~to ~~loans~~November 26, or2030 ~~advances. The Sterling Notes~~ and ~~the~~(iv) ~~related~~designated ~~guarantee~~Omnicom ~~are~~as ~~senior~~sole ~~unsecured~~borrower ~~obligations~~under ~~that~~the ~~rank~~Credit ~~equal in right of payment with all existing and future unsecured senior indebtedness of OCH and Omnicom, respectively~~Facility.

We can issue up to $3.0 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 $1,124.5 million. All of these facilities provide additional liquidity sources for operating capital and general corporate purposes. During the three months ended March 31, 2026, we issued commercial paper and the average and maximum amounts outstanding during the quarter were $261.8 million and $632.6 million, respectively. ~~Segment~~ ~~Reporting~~There were no issuances of commercial paper for the three months ended March 31, 2025. At both March 31, 2026 and 2025, there were no outstanding commercial paper issuances.

The ~~Our~~Credit ~~branded~~Facility ~~agency~~has ~~networks~~a ~~operate~~financial covenant that requires us to maintain a Leverage Ratio (as defined in the ~~advertising~~Credit Facility) of consolidated indebtedness to consolidated EBITDA (earnings before interest, ~~marketing~~taxes, depreciation, amortization and ~~corporate~~non-cash ~~communications~~charges) ~~services~~of ~~industry~~no more than 3.5 times for the most recently ended 12-month period. At March 31, ~~and~~2026, ~~are~~we ~~organized~~were ~~into~~in ~~agency~~compliance ~~networks~~with this covenant as our Leverage Ratio, ~~virtual~~computed ~~client~~in ~~networks~~accordance with the terms of the facility, ~~regional~~was ~~reporting~~2.5 ~~units~~times. ~~and~~The ~~operating~~Credit ~~groups~~Facility does not limit our ability to declare or ~~practice~~pay ~~areas.~~dividends ~~Our~~or repurchase our common stock.

Short-Term Debt

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

~~networks,~~Long-Term virtual client networks and agencies share clients and provide clients with integrated services. The main economic components of each agency are employee compensation and related costs, direct service costs and occupancy and other costs, which include rent and occupancy costs, technology costs and overhead expenses. Therefore, given these similarities, we aggregate our operating segments, which are our agency networks, into one reporting segment. The chief operating decision maker, or CODM, reviews segment operating income for each network and allocates resources accordingly. The CODM includes Omnicom’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer.Debt

Long-term debt:


	March 31, 2026		December 31, 2025
3.600% Senior Notes due 2026	$	—	$	1,400.0
€500 million 0.800% Senior Notes due 2027	575.5		588.7
4.650% Senior Notes (Exchange/IPG) due 2028	500.0		500.0
4.200% Senior Notes due 2029	400.0		—
2.450% Senior Notes due 2030	600.0		600.0
4.200% Senior Notes due 2030	600.0		600.0
4.750% Senior Notes (Exchange/IPG) due 2030	650.0		650.0
€500 million 1.400% Senior Notes due 2031	575.5		588.7
2.400% Senior Notes (Exchange/IPG) due 2031	500.0		500.0
2.600% Senior Notes due 2031	800.0		800.0
€600 million 3.700% Senior Notes due 2032	690.5		706.4
£325 million 2.250% Senior Notes due 2033	430.9		439.1
5.000% Senior Notes due 2033	700.0		—
5.375% Senior Notes (Exchange/IPG) due 2033	300.0		300.0
€600 million 3.850% Euro Notes due 2034	690.5		—
5.300% Senior Notes due 2034	600.0		600.0
5.300% Senior Note due 2036	600.0		—
3.375% Senior Notes (Exchange/IPG) due 2041	500.0		500.0
5.400% Senior Notes (Exchange/IPG) due 2048	500.0		500.0
Long-Term Debt, Gross	10,212.9		9,272.9
Unamortized discount	(192.7)		(192.3)
Unamortized debt issuance costs	(42.7)		(25.9)
Unamortized deferred loss from settlement of interest rate swap	—		(0.2)
Long-Term Debt, including current portion	9,977.5		9,054.5
Current portion	—		(1,399.5)
Long-Term Debt	$	9,977.5	$	7,655.0

On March 2, 2026, Omnicom closed its public offering of $400 million aggregate principal amount of 4.200% Senior Notes due 2029, $700 million aggregate principal amount of 5.000% Senior Notes due 2033 and $600 million aggregate principal amount of 5.300% Senior Notes due 2036. In addition, on March 2, 2026, Omnicom Finance Holdings plc, a U.K.-based wholly-owned subsidiary of Omnicom ("OFH") closed its public offering of €600 million aggregate principal amount of 3.850% Senior Notes due 2034, which are fully and unconditionally guaranteed by Omnicom. Omnicom used a portion of the net proceeds of these offerings to repay its $1.4 billion 3.600% Senior Notes due 2026, which were fully redeemed at par on March 13, 2026. Omnicom intends to use the remaining proceeds for general corporate purposes.

Omnicom fully and unconditionally guaranteed the obligations of OFH, with respect to the €500 million 0.80% Senior Notes due 2027, the €500 million 1.40% Senior Notes due 2031, the €600 million 3.70% Senior Notes due 2032, and the €600 million 3.850% Senior Notes due 2034 (collectively the "Euro Notes"). OFH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, Australia, and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom or OFH to obtain funds from their subsidiaries through dividends, loans, or advances. The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and Omnicom, respectively.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, or OCH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the £325 million aggregate principal amount of 2.25% Senior Notes due 2033 (the "Sterling Notes"). 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.

7. Segment Reporting

Our branded agency networks operate in the advertising, marketing and corporate communications services industry, and are organized into agency networks, virtual client networks, regional reporting units and operating groups or connected capabilities. Our networks, virtual client networks and agencies increasingly share clients and provide clients with integrated services. The main economic components of each agency are employee compensation and related costs, direct service costs and occupancy and other costs which include rent and occupancy costs, technology costs and overhead expenses. Therefore, given these similarities, we aggregate our four operating segments, which are our global agency networks, into one reporting segment. The chief operating decision maker, or CODM, reviews segment operating income for each network and allocates resources accordingly. Beginning in December of 2025, we integrated the newly acquired IPG businesses into our existing four networks. The CODM includes Omnicom’s chief executive officer, chief financial officer and chief operating officer.

Segment operating results include allocations of costs, including information technology, and other shared services costs, that are allocated using metrics designed to correlate the allocation with consumption.

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Revenue

46,~~037~~242.19

3,~~882~~690.64

~~11,743.1~~

~~11,366.9~~

Segment Operating Expenses:

Salary and service costs:

Salary and related costs

13,~~778~~061.56

1,~~846~~780.95

~~5,386.8~~

~~5,531.1~~

Third-party service costs

~~955~~1,365.67

~~784~~796.58

~~2,670.8~~

~~2,293.8~~

Third-party incidental costs

~~187~~212.43

~~164~~169.60

~~542.8~~

~~463.8~~

Total salary and service costs

24,~~921~~639.56

2,~~796~~746.03

~~8,600.4~~

~~8,288.7~~

Occupancy and other costs

~~322~~527.73

~~325~~314.6

~~963.2~~

~~953.9~~

Segment cost of services

35,~~244~~166.29

3,~~121~~060.69

~~9,563.6~~

~~9,242.6~~

Selling, general and administrative expenses

~~102~~165.71

9984.51

~~291.2~~

~~295.8~~

Depreciation and amortization

60166.79

6159.40

~~178.4~~

~~181.4~~

Total segment operating expenses

35,~~407~~498.69

3,~~282~~204.50

~~10,033.2~~

~~9,719.8~~

Segment Operating Income

~~629~~744.50

~~600~~486.14

~~1,709.9~~

~~1,647.1~~

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Segment Operating Income	$	~~629~~744.50	$	~~600~~486.14	$	~~1,709.9~~	$	~~1,647.1~~
Acquisition related costs	60.8		—		160.6		—
Severance and repositioning costs	4.1		—
Repositioning costs	38.6		—		127.4		57.8
Loss on assets held for sale and dispositions	34.3		—
Operating Income	530.1		600.1		1,421.9		1,589.3
Integration and acquisition related costs	59.4		33.8
Interest Expense	60.4		66.4		182.1		182.9
Operating Income	646.2		452.6
Interest Income	17.2		26.0		68.8		74.0
Interest Expense	119.0		59.1
Income Before Income Taxes and Income From Equity Method Investments	$	486.9	$	559.7	$	1,308.6	$	1,480.4
Interest Income	47.0		29.7
Income Before Income Taxes and Income (Loss) From Equity Method Investments	$	574.2	$	423.2

We reconcile segment operating income to income before income taxes and income (loss) from equity method investments as income tax expense is reviewed at the consolidated level and the segment managers are not held accountable for performance of net income.

The agency networks' regional reporting units comprise three principal regions: the Americas, EMEA and Asia-Pacific. The regional reporting units monitor the performance and are responsible for the agencies in their region. Agencies within the regional reporting units serve similar clients in similar industries and, in many cases, the same clients and have similar economic characteristics.

1112

Revenue and long-lived assets and goodwill by geographic region:

	Americas		EMEA		Asia-Pacific
September 30, 2025
March 31, 2026
Revenue - Three months ended	$	24,~~371~~081.72	$	1,~~202~~583.82	$	~~462~~578.65
Revenue - Nine months ended	$	6,903.9	$	3,501.1	$	1,338.1
Long-lived assets and goodwill	$	16,082.8	$	4,170.1	$	777.3
Long-lived assets and goodwill	$	8,083.0	$	3,981.7	$	716.5
March 31, 2025
September 30, 2024
Revenue - Three months ended	$	2,207.9	$	1,065.8	$	416.7
Revenue - Three months ended	$	2,253.7	$	1,144.1	$	484.8
Long-lived assets and goodwill	$	8,135.0	$	3,813.2	$	691.1
Revenue - Nine months ended	$	6,645.9	$	3,397.0	$	1,324.0
Long-lived assets and goodwill	$	8,181.3	$	3,933.0	$	726.0

78. Income Taxes

Our effective tax rate for the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 30,~~2026 ~~2025~~was ~~increased~~26.9% ~~period-over-period~~compared to 28.5% ~~from~~for 26the first quarter of 2025.~~3%,~~ The decrease was primarily due to the non-deductibility of certain integration and acquisition related costs ~~related~~in toconnection with the ~~pending~~Merger ~~acquisition~~that ofimpacted ~~IPG (see Note 1 to~~ the ~~unaudited~~effective ~~consolidated~~tax ~~financial~~rate ~~statements)~~in 2025. The effective tax rate for ~~the~~2026 ~~nine~~reflects ~~months~~the ~~ended~~impact ~~September 30,~~of ~~2024~~the ~~includes~~lower ~~the~~tax ~~favorable~~benefit ~~impact~~associated ~~from~~with ~~the~~severance ~~resolution~~and ofrepositioning ~~certain~~charges ~~non-U.S.~~and ~~tax~~IPG ~~positions~~acquisition ofrelated $7costs.~~5 million.~~

Numerous foreign jurisdictions have enacted legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion, or Pillar Two, model rules issued by the Organization for Economic Co-operation and Development, or ("OECD"). Under such rules, a minimum effective tax rate of 15% applies to multinational companies with consolidated revenue above €750 million.

Under the Pillar Two rules, a company is 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 rules 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 Pillar Two legislative developments and the effects of Pillar Two on our business~~, such as the recent statement of understanding released by the Group of Seven (G7) of a potential “side-by-side system” approach to the Pillar Two framework, which would exclude U~~.S. parented groups from certain Pillar Two provisions in recognition of existing U.S. minimum tax rules. The provisions effective in 2025 do not have a materially adverse impact on our results of operations, financial position, or cash flows.

On January 5, 2026, the OECD released comprehensive administrative guidance on the “side-by-side system” to streamline Pillar Two’s global minimum tax rules, which would exclude U.S. parented groups from certain Pillar Two provisions in recognition of existing U.S. minimum tax rules. The side-by-side safe harbor election will be effective beginning in 2026, once adopted into domestic legislation, with the transitional safe harbor extended through 2027 to facilitate the implementation of this permanent system. Overall, the rules are not expected to have a material adverse impact on our results of operations, financial position, or cash flows.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. The legislation does not have a material impact on our financial statements.

At ~~September~~March 3031, ~~2025~~2026, our gross unrecognized tax benefits were $~~162~~441.13 million. Of this amount, approximately $~~155~~423.57 million would affect our effective tax rate upon resolution of the uncertain tax positions.

89. Pension and Other Postemployment Benefits

Pension and other postemployment benefits net periodic benefit expense:

	Defined Benefit Pension Plans				Postemployment Arrangements
	Nine Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,				Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Service cost	$	31.7	$	2.1.5	$	10.65	$	20.35
Interest cost	62.13		41.98		4.1.3		41.4
Expected return on plan assets	~~(0.6)~~—		(0.62)		—		—
Amortization of prior service cost	21.31		0.38		20.87		30.39
Amortization of actuarial losses	(0.76)		0.65		—		~~0.2~~—
Total net periodic benefit expense	$	124.25	$	74.34	$	82.5	$	~~10.~~2.8

In each of the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, we contributed $0.52 million and $10.21 million, respectively, to the defined benefit pension plans.

9. Repositioning Costs

In connection with our strategic initiatives, which began in 2024, operating expenses for the three months ended September 30, 2025, included $38.6 million ($28.4 million after-tax) of repositioning costs, primarily related to severance actions as we prepare to integrate the pending acquisition of IPG. Operating expenses for the nine months ended September 30, 2025, included $127.4 million ($95.7 million after-tax) of repositioning costs, related to severance actions as we prepare to integrate the pending acquisition of IPG, as well as efficiency initiatives in the second quarter of 2025, primarily within the Omnicom Advertising Group and the Omnicom Production Group. There were no repositioning costs for the three months ended September 30, 2024. In connection with our strategic initiatives, operating expenses for the nine months ended September 30, 2024, included $57.8 million ($42.9 million after-tax) of repositioning costs in the second quarter of 2024, primarily related to

severance actions related to ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy.

10. Supplemental Cash Flow Data

	Nine Months Ended September 30,
	2025		2024
(Increase) decrease in accounts receivable	$	983.8	$	383.4
(Increase) decrease in work in process and other current assets	(458.0)		(577.6)
Increase (decrease) in accounts payable	(1,538.8)		(902.0)
Increase (decrease) in customer advances, taxes payable and other current liabilities	(309.2)		(411.5)
Change in other assets and liabilities, net	(100.6)		(85.9)
Increase (decrease) in operating capital	$	(1,422.8)	$	(1,593.6)

Income taxes paid			$	393.3					$	389.1
Interest paid			$	121.5					$	90.4

Operating leases			$	117.1					$	150.3
Finance leases			$	26.0					$	37.4

11. Commitments and Contingent Liabilities

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

12. Accumulated Other Comprehensive Income (Loss)

	CashFlowHedge		Defined Benefit Pension Plans and Postemployment Arrangements		Foreign Currency Translation		Total
	Nine Months Ended September 30, 2025
January 1	$	(5.0)	$	(25.5)	$	(1,445.4)	$	(1,475.9)
Other comprehensive income (loss) before reclassifications	—		—		144.6		144.6
Reclassification from accumulated other comprehensive income (loss)	2.8		1.4		—		4.2
September 30	$	(2.2)	$	(24.1)	$	(1,300.8)	$	(1,327.1)

	Nine Months Ended September 30, 2024
January 1	$	(8.1)	$	(42.7)	$	(1,286.8)	$	(1,337.6)
Other comprehensive income (loss) before reclassifications	—		—		59.4		59.4
Reclassification from accumulated other comprehensive income (loss)	2.8		1.1		—		3.9
September 30	$	(5.3)	$	(41.6)	$	(1,227.4)	$	(1,274.3)

13. Fair Value

September 30, 2025	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	3,406.5					$	3,406.5
Marketable equity securities	$	0.9					$	0.9
Liabilities:
Cross currency swaps - net investment hedge			$	8.8			$	8.8
Contingent purchase price obligations					$	204.8	$	204.8

December 31, 2024	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	4,339.4					$	4,339.4
Marketable equity securities	0.9						0.9
Cross currency swaps - net investment hedge			$	9.3			9.3
Liabilities:
Foreign currency derivatives			$	0.1			$	0.1
Contingent purchase price obligations					$	220.1	220.1

10. Severance and Repositioning Costs

Severance and repositioning costs incurred during the three months ended March 31, 2026 reflect adjustments to estimates for actions taken during the year ended December 31, 2025 related to the Merger with IPG. Total costs of $4.1 million consist of severance and employee-related termination benefits, as well as real estate repositioning costs.

The following table summarizes activity during the period related to adjustments to liabilities for severance and contract terminations and other, which are expected to be settled in cash. In addition, real estate write downs of $1.4 million were recorded during the period, which is a non-cash charge.


	Liability at December 31, 2025		Expense		Cash Payments		Liability at March 31, 2026
Severance	$	539.4	$	2.7	$	(192.2)	$	349.9
Contract Terminations and Other	80.4		—		(3.6)		76.8
Total severance and contract terminations and other	$	619.8	$	2.7	$	(195.8)	$	426.7

11. Loss on Assets Held for Sale or Dispositions of Subsidiaries

During the fourth quarter of 2025, management determined that the assets and liabilities of certain businesses planned for disposition in the next twelve months, primarily within the Advertising and Experiential & Other (formerly, Execution & Support) disciplines, met the criteria to be classified as held for sale. Accordingly, these businesses were recorded at net realizable value - fair value less cost to sell. The disposals do not represent a strategic shift that has or will have a major effect on our operations or financial results and therefore do not qualify for discontinued operations presentation.

During the first quarter of 2026, we identified additional businesses for disposition as part of our ongoing review of our strategic position. We recorded impairment charges of $34.3 million to write down the businesses identified for disposition to net realizable value. Fair value was determined using discounted cash flow analyses, supplemented by observable market inputs where available. These charges were recorded in loss on assets held for sale and disposition of subsidiaries in the consolidated statements of income. In addition, we closed on the sale of certain legacy IPG businesses and recorded an adjustment to goodwill (see Note 5 to the consolidated financial statements).

The following table presents the major classes of assets and liabilities classified as held for sale and included in the consolidated balance sheet as of March 31, 2026. Assets and liabilities classified as held for sale are presented separately within current assets and current liabilities, respectively, in the consolidated balance sheet as of March 31, 2026.


	March 31,		December 31,
	2026		2025
Assets Held for Sale or Disposition


Accounts receivable	$	405.3	$	623.4
Work in process	141.8		240.7
Other current assets	135.4		116.8
Property and Equipment, net	13.5		13.1

Other assets	15.6		18.2

Total Assets Held for Sale or Disposition	$	711.6	$	1,012.2
Liabilities Held for Sale or Disposition
Accounts payable	$	524.6	$	669.7
Customer advances	254.2		377.5
Other current liabilities	193.5		213.8
Total Liabilities Held for Sale or Disposition	$	972.3	$	1,261.0

12. Supplemental Cash Flow Data

Change in operating capital:


	Three Months Ended March 31,
	2026		2025
(Increase) decrease in accounts receivable	$	1,863.5	$	1,128.1
(Increase) decrease in work in process and other current assets	(504.5)		(344.6)
Increase in accounts payable	(2,420.0)		(1,847.5)
(Decrease) in customer advances, taxes payable and other current liabilities	(80.4)		(67.9)
Change in other assets and liabilities, net	(68.7)		(41.4)
Increase (decrease) in operating capital	$	(1,210.1)	$	(1,173.3)

Supplemental financial information:


Income taxes paid	$	91.4	$	67.1
Interest paid	$	103.5	$	33.6

Non-cash increase in lease liabilities:


Operating leases	$	18.4	$	37.1
Finance leases	$	5.1	$	8.0

13. Commitments and Contingent Liabilities

14. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of income taxes:


	Cash Flow Hedge		Defined Benefit Pension Plans and Postemployment Arrangements		Foreign Currency Translation		Total
	Three Months Ended March 31, 2026
January 1	$	(1.3)	$	(40.2)	$	(1,224.3)	$	(1,265.8)
Other comprehensive income (loss) before reclassifications	—		—		(52.5)		(52.5)
Reclassification from accumulated other comprehensive income (loss)	0.9		3.5		—		4.4
March 31	$	(0.4)	$	(36.7)	$	(1,276.8)	$	(1,313.9)


	Three Months Ended March 31, 2025
January 1	$	(5.0)	$	(25.5)	$	(1,445.4)	$	(1,475.9)

Other comprehensive income (loss) before reclassifications	—		—		78.7		78.7
Reclassification from accumulated other comprehensive income (loss)	1.0		0.4		—		1.4
March 31	$	(4.0)	$	(25.1)	$	(1,366.7)	$	(1,395.8)

15. Fair Value

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


March 31, 2026	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	4,288.1					$	4,288.1

Marketable equity securities	$	0.8					$	0.8
Cross currency swaps - net investment hedge			$	5.8			5.8

Liabilities:


Contingent purchase price obligations					$	235.9	$	235.9


December 31, 2025	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	6,881.1					$	6,881.1

Marketable equity securities	0.9						0.9

Cross currency swaps - net investment hedge			$	7.1			7.1

Liabilities:

Contingent purchase price obligations					$	214.9	214.9

Changes in contingent purchase price obligations:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
January 1	$	~~220~~214.19	$	~~229~~220.51
Acquisitions	2720.67		282.58
Revaluation and interest	43.56		13.91
Payments	(472.98)		(232.68)
Foreign currency translation	(0.5)		(0.1)
September 30	$	204.8	$	236.4
March 31	$	235.9	$	223.1

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

	September 30, 2025				December 31, 2024
	March 31, 2026				December 31, 2025
	CarryingAmount		FairValue		CarryingAmount		FairValue
Assets:
Cash and cash equivalents	$	34,~~406~~288.51	$	34,~~406~~288.51	$	46,~~339~~881.41	$	46,~~339~~881.41
Marketable equity securities	0.98		0.98		0.9		0.9
Non-marketable equity securities	3061.65		3061.65		3662.81		3662.81
Cross currency swaps - net investment hedge	—5.8		—5.8		97.31		97.31
Liabilities:
Short-term debt	$	2467.14	$	2467.14	$	2162.30	$	2162.30
Foreign currency derivatives	—		—		0.1		0.1
Contingent purchase price obligations	235.9		235.9		214.9		214.9
Cross currency swaps - net investment hedge	8.8		8.8		—		—
Long-Term Debt	9,977.5		9,556.3		9,054.5		8,818.9
Contingent purchase price obligations	204.8		204.8		220.1		220.1
Long-Term Debt	6,275.2		6,036.3		6,035.3		5,664.9

The estimated fair value of the foreign currency derivatives and the cross-currency swaps are determined using model-derived valuations, taking into consideration foreign currency rates, interest rates, and counterparty credit risk. The estimated fair value of the contingent purchase price obligations is calculated in accordance with the terms of each acquisition agreement and is discounted. The fair value of long-term debt is based on quoted market prices.

1416. Accelerated ~~New~~Share ~~Accounting Standards~~Repurchase

InFrom ~~September~~time ~~2025,~~to ~~the FASB issued ASU 2025-06~~time, ~~Intangibles~~our -Board ~~Goodwill~~of ~~and~~Directors ~~Other~~authorizes -the ~~Internal-Use~~repurchase ~~Software~~of ~~(Subtopic~~shares ~~350-40):~~of ~~Targeted~~our ~~Improvements~~common tostock. ~~the~~In ~~Accounting~~February ~~for Internal-Use Software ("ASU 2025-06")~~2026, ~~which~~the ~~became~~Board ~~effective~~authorized ~~and simplifies~~ the ~~capitalization~~repurchase ~~guidance~~of byup ~~removing all references~~ to ~~software~~$5.0 ~~development~~billion ~~project~~of ~~stages~~our socommon ~~that~~stock. ~~the~~Pursuant ~~guidance is neutral~~ to ~~different~~this ~~software~~authorization, ~~development~~we ~~methods.~~also ~~ASU~~entered ~~2025-06~~into isan ~~effective~~accelerated ~~January~~share 1,repurchase ~~2028.~~("ASR") Weprogram ~~expect~~to ~~that~~repurchase ~~ASU~~approximately ~~2025-06~~$2.5 ~~will~~billion ~~likely~~of ~~not have a material impact on~~ our ~~financial~~common ~~statements~~stock.

15Share repurchases for the three months ended March 31, 2026 of 28. ~~Subsequent~~3 ~~Events~~million were primarily related to our accelerated stock repurchase program and also include shares surrendered by employees to satisfy tax withholding obligations in connection with restricted stock awards issued to employees. The forward purchase of additional shares under the ASR is included as a reduction to APIC as of the three months ended March 31, 2026.

17. Subsequent Events

We have evaluated events subsequent to the balance sheet date and determined that there have not been any events that have occurred that would require additional adjustments to, or disclosures in, these unaudited consolidated financial statements.

1416

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995, 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 may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of ~~the Company’s~~ management as well as assumptions made by, and information currently available to, ~~the Company’s~~ management. 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~~of ~~Company’s~~our control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include:

•risks relating to the ~~pending~~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 ~~be completed in a timely manner or at all; delays, unanticipated costs or restrictions resulting from regulatory review~~ of ~~the Merger, including the risk that Omnicom or~~ IPG’s ~~may be unable to obtain governmental and regulatory approvals required for the Merger~~business, ~~or that~~ such ~~approvals~~as, ~~may~~among ~~result~~others: ~~in the imposition of conditions that could adversely affect the combined company or the expected benefits 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 ~~and disruptions~~, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major markets, labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets;

•international, national or local economic conditions that could adversely affect ~~the~~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 ~~environmental,~~purchases ~~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 Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in~~ our ~~Annual Report on Form 10-K for the year ended December 31~~acquisitions, ~~2024,~~critical oraccounting ~~2024~~estimates ~~10-K,~~ and inlegal ~~Item~~proceedings; 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

15•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 the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K"), and in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, we do not assume any obligation to update these forward-looking statements.

EXECUTIVE SUMMARY

The unaudited consolidated financial statements and related notes to the unaudited consolidated financial statements, including our critical accounting estimates, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report, should be read in conjunction with our ~~2024~~2025 Form 10-K.

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

On ~~December~~November 826, ~~2024,~~2025 ~~Omnicom entered into an Agreement and Plan of Merger, or~~ (the ~~Merger~~"Closing ~~Agreement~~Date"), ~~by and among~~ Omnicom, ~~EXT~~completed ~~Subsidiary~~its ~~Inc., a direct wholly owned subsidiary of Omnicom, or~~ Merger ~~Sub,~~with ~~and~~ IPG,. ~~pursuant~~Omnicom tois ~~which, subject to~~ the ~~terms~~acquirer ~~and conditions~~ of ~~the~~IPG ~~Merger~~under ~~Agreement,~~U.S. ~~Merger~~generally ~~Sub~~accepted ~~will~~accounting ~~merge~~principles ~~with~~("U.S. ~~and into IPG~~GAAP"), orand ~~the Merger, with IPG surviving the Merger~~ as a ~~wholly owned subsidiary of Omnicom. On March 18~~result, ~~2025,~~ the ~~shareholders~~consolidated offinancial ~~each~~statements of Omnicom ~~and~~for ~~IPG~~periods ~~approved~~prior to the ~~Merger.~~Closing ~~Under~~Date ~~the~~do ~~terms~~not ofinclude the ~~Merger~~results ~~Agreement, IPG shareholders will receive 0.344 shares~~ of ~~Omnicom~~operations, ~~common~~financial ~~stock~~position, ~~for~~or ~~each~~cash ~~share~~flows of IPG ~~common stock they own~~. ~~Following~~The ~~the~~results ~~closing~~ of ~~the~~operations ~~Merger, Omnicom shareholders are expected to own approximately 60.6%~~ of ~~the combined company, and~~ IPG ~~shareholders~~ are ~~expected~~included toin ~~own~~Omnicom’s ~~approximately~~consolidated ~~39.4%,~~financial onstatements aonly ~~fully~~from ~~diluted basis. The completion of~~ the ~~Merger~~Closing isDate ~~subject to customary closing conditions, including required regulatory approvals~~forward. ~~If completed~~Accordingly, ~~the~~Omnicom’s ~~Merger is expected to have a material impact on our business,~~ results of operations, ~~and~~ financial condition. ~~During the three~~ and ~~nine~~cash ~~months~~flows ~~ended~~after ~~September 30,~~the ~~2025,~~Closing weDate ~~recorded~~are ~~acquisition~~not ~~related~~comparable ~~costs~~to ofprior ~~$60.8~~periods ~~million~~due ~~and~~to ~~$160.6~~the ~~million,~~inclusion ~~respectively, in selling, general and administrative expenses. The results~~ of IPG’s ~~are not included in our 2025 or 2024~~ results offrom ~~operations~~the orClosing ~~financial~~Date ~~position~~(see ~~disclosed~~Note in5 ~~these~~to ~~unaudited~~the consolidated financial statements).

We have secured regulatory approvals for Omnicom’s pending acquisition of IPG in all required jurisdictions other than the European Union. We are continuing to pursue the required EU regulatory approval and expect that the acquisition will close by the end of November 2025.

Risks and Uncertainties

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

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: Omnicom Advertising Group (OAG)~~marketing, ~~Omnicom Media Group~~sales, ~~the DAS Group of Companies~~communications, and ~~the~~commerce ~~Communications~~services ~~Consultancy~~to ~~Network.~~many ~~OAG~~of ~~includes our creative brands BBDO, DDB, TBWA and~~ the ~~brands~~largest ~~included~~global ~~within the Omnicom Advertising Collective~~companies. ~~All~~Our ofproducts ~~our~~and ~~global networks integrate their~~ service offerings ~~with~~support ~~the~~client ~~Omnicom~~objectives ~~branded~~across ~~practice~~our ~~areas,~~primary ~~including~~focus ~~Omnicom~~areas: ~~Health Group~~media, ~~Omnicom Precision Marketing Group~~data, ~~Omnicom Commerce Group~~commerce, ~~Omnicom Public Relations Group~~CRM, ~~Omnicom Brand Consulting Group~~content, ~~Flywheel~~creativity ~~Digital~~ and ~~Omnicom Production, as well as our Experiential businesses and Execution & Support businesses, which includes Omnicom Specialty Marketing Group~~AI.

OnOmnicom’s aagencies ~~global,~~integrate ~~pan-regional~~data, ~~and local basis~~creativity, ~~our networks, practice areas~~ and ~~agencies~~technology ~~provide~~to adeliver ~~comprehensive~~coordinated ~~range of services in the following fundamental disciplines: Media & Advertising~~marketing, ~~Precision Marketing~~communications, ~~Public Relations, Healthcare, Branding & Retail Commerce, Experiential,~~ and ~~Execution~~commerce ~~& Support~~solutions. ~~Media~~All &of ~~Advertising~~our ~~includes~~agencies ~~creative~~are ~~services~~supported ~~across~~by ~~digital~~our ~~and~~integrated ~~traditional~~technology ~~media,~~platform: ~~strategic media planning and buying~~Omni, ~~performance~~which ~~media,~~includes ~~data~~Acxiom ~~analytics services,~~ and ~~Omnicom~~Interact ~~Production.~~which ~~Precision~~were ~~Marketing~~acquired ~~includes~~from ~~digital~~IPG and ~~direct~~Flywheel ~~marketing,~~Commerce ~~digital transformation consulting~~Cloud, ~~e-commerce operations~~respectively, ~~media~~as ~~execution,~~well ~~market~~as ~~intelligence~~privacy-focused identity and data ~~and~~management ~~analytics~~capabilities. ~~Public~~These ~~Relations~~capabilities ~~services~~ include ~~corporate~~the ~~communications,~~integration ~~crisis~~of ~~management,~~emerging ~~public~~AI-based 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 consultingtools, ~~strategy~~such ~~and~~as ~~research~~generative ~~and retail marketing. Experiential marketing services include live and digital events and experience design and execution. Execution & Support includes field marketing~~AI, ~~sales~~into ~~support~~planning, ~~digital~~creative ~~and physical merchandising~~advertising, ~~point-of-sale and product placement~~media, ~~as well as other specialized marketing~~ and ~~custom~~analytics ~~communications services~~workflows. ~~Our geographic~~

16Omnicom 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.

~~markets~~Our global networks include: Omnicom Advertising (OA), Omnicom Media (OM), the ~~Americas~~DAS Group of Companies (DAS), ~~which~~and the Communications Consultancy Network (CCN). OA includes ~~North~~our ~~America~~creative ~~and~~brands, ~~Latin~~BBDO, ~~America~~TBWA, ~~Europe~~and McCann, which we acquired from IPG, and the ~~Middle~~brands ~~East~~included within the Advertising Collective. OM includes OMD, PHD, Hearts & Sciences, as well as UM, Acxiom, Initiative and ~~Africa~~Mediahub, orwhich ~~EMEA~~we acquired from IPG. DAS includes Omnicom Precision Marketing and MRM, which we acquired from IPG and ~~Asia-Pacific~~Omnicom Health, which includes IPG Health. CCN includes FleishmanHillard and Ketchum, as well as Golin and Weber Shandwick, which we acquired from IPG.

~~Our~~ ~~business~~On ~~model~~a ~~was~~global, ~~built~~pan-regional, and ~~continues~~local tobasis, ~~evolve around~~ our ~~clients. While our networks, practice areas and~~ agencies ~~operate~~provide ~~under~~a ~~different~~comprehensive ~~names~~range ~~and~~of ~~frame their ideas in different disciplines, we organize our~~ services ~~around~~across our ~~clients. Our~~ fundamental ~~business principle is that our clients’ specific requirements are the central focus of how we structure our service offerings and allocate our resources~~disciplines. ~~This~~Beginning ~~client-centric business model requires that multiple agencies within Omnicom collaborate~~ in ~~formal~~2026, ~~and~~we ~~informal~~realigned ~~virtual client networks utilizing~~ our ~~key~~disciplines ~~client~~as ~~matrix~~follows ~~organization structure. This collaboration allows us to cut across our internal organizational structures to execute our clients’ marketing requirements in a consistent~~ and ~~comprehensive~~as ~~manner.~~described Webelow: ~~use~~Integrated ~~our~~Media, ~~client-centric~~Advertising, ~~approach~~Health, toPublic ~~grow our business by expanding our service offerings to existing clients~~Relations, ~~moving into new markets~~ and ~~obtaining~~Experiential ~~new~~& ~~clients~~Other. InThe ~~addition,~~classification ~~we pursue selective acquisitions~~ of ~~complementary~~certain ~~companies~~services ~~with~~and ~~strong~~prior ~~entrepreneurial~~period ~~management~~amounts ~~teams~~have ~~that~~been ~~could~~reclassified ~~fill~~to ~~gaps~~conform ~~in our service delivery~~ to ~~our~~the ~~existing~~current ~~clients~~period presentation.

WeIntegrated ~~believe~~Media ~~generative~~includes AIstrategic ~~and~~media ~~agentic~~planning AIand ~~will~~buying, ~~have~~performance amedia ~~significant~~and ~~effect~~audience-based onsolutions, ~~how~~as wewell ~~provide~~as ~~services~~digital tocommerce ~~our~~and ~~clients~~data and ~~how~~identity ~~we enhance the productivity of our people~~solutions. AsIt ~~with~~also ~~any~~includes ~~new~~proprietary ~~technology~~data, weanalytics, ~~are~~and ~~working~~precision ~~closely~~marketing ~~with~~capabilities ~~our~~and ~~clients~~automated ~~and~~content ~~technology~~delivery ~~partners~~solutions. toAdvertising ~~take~~includes ~~advantage~~creative, ofbrand ~~the~~development, ~~benefits~~and ofintegrated AIadvertising ~~while~~services ~~being~~across ~~mindful~~digital ofand ~~its~~traditional ~~limitations~~channels, ~~risks,~~supporting clients' brand strategy and ~~privacy~~communications ~~concerns~~needs. WeHealth ~~are~~includes ~~committed~~specialized tomedical ~~responsible~~communications, AImarket ~~practices~~access strategy and ~~collaboration~~other services to ~~harness~~global ~~AI's~~health ~~potential,~~and ~~while~~pharmaceutical ~~evaluating~~companies. ~~related~~Public ~~risks,~~Relations ~~such~~services asinclude ~~ethical~~corporate ~~considerations~~communications, crisis management, public ~~perception~~affairs, and ~~reputational~~media ~~concerns,~~relations ~~intellectual~~services. ~~property~~Experiential ~~protection,~~& ~~regulatory~~Other ~~compliance,~~includes ~~privacy~~experiential design and ~~data~~execution, ~~security~~live ~~concerns~~ and ~~our~~digital ~~ability~~events, toand ~~effectively~~entertainment ~~adopt~~and ~~this~~sports ~~new~~marketing, ~~emerging~~as ~~technology.~~well ~~The~~as ~~rapidly~~consulting, ~~developing~~branding, ~~nature~~and ofdesign AIservices. ~~technology~~It ~~makes~~also itincludes ~~difficult~~field tomarketing, ~~assess~~merchandising, ~~the~~custom ~~full~~communications ~~impact~~and ontraining, ~~our~~and ~~business~~other atspecialized ~~this~~marketing ~~time~~and support services.

Global economic conditions and disruptions have a direct impact on our business and financial performance. Adverse global economic conditions and disruptions pose a risk that our clients may reduce, postpone or cancel spending on marketing and communications services, which would reduce the demand for our services. Revenue is typically lower in the first and third quarters and higher in the second and fourth quarters, reflecting client spending patterns during the year and additional project work that usually occurs in the fourth quarter. 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.

We operate in all major markets and have a large client base. For the twelve months ended September 30, 2025, our largest client accounted for 2.6% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 54.9% of our revenue. Our clients operate in virtually every sector of the global economy with no one industry representing more than 15% of our revenue for the nine months ended September 30, 2025. Although our revenue is generally balanced between the United States and international markets, and we have a large and diverse client base, we are not immune to general economic downturns.

Given our size and breadth, we manage our business by monitoring several financial indicators. The key performance indicators that we focus on are revenue growth and variability of operating expenses. We analyze revenue growth by reviewing the components and mix of the growth, including growth by principal regional market, practice area and marketing discipline, the impact from foreign currency exchange rate changes, growth from acquisitions, net of dispositions, and growth from our largest clients. Operating expenses primarily consist of cost of services, selling, general and administrative expenses, or SG&A, and depreciation and amortization, and are analyzed for each network by the Chief Operating Decision Maker, who allocates resources accordingly.

Financial Performance

Worldwide revenue for the three months ended September 30, 2025 increased $154.5 million, or 4.0%, to $4,037.1 million, compared to $3,882.6 million in the prior year quarter. Worldwide organic revenue growth increased revenue $102.4 million, or 2.6%, primarily driven by our Media & Advertising, Precision Marketing and Execution & Support disciplines, partially offset by negative performance in our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines. Geographic results were mixed, reflecting differing macroeconomic conditions across regions versus the prior year period. Organic growth in the quarter was led by our largest market, the U.S. In Europe, underperformance in France was offset by positive growth in the U.K. and mixed performance in other countries. In Asia-Pacific, results were mixed by country, which led to negative performance in the period. Changes in foreign currency exchange rates period-over-period increased revenue $52.4 million, or 1.4%. Acquisition revenue, net of disposition revenue, reduced revenue by $0.3 million.

Worldwide revenue for the nine months ended September 30, 2025 increased $376.2 million, or 3.3%, to $11,743.1 million, compared to $11,366.9 million in the prior year period. Worldwide organic revenue growth increased revenue $341.1 million, or 3.0%, primarily driven by our Media & Advertising, Precision Marketing and Execution & Support disciplines. Our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines had negative performance during the period. Substantially all of our major geographic regions had positive organic growth compared to the prior year period. Organic growth in the nine-month period was led by our largest market, the U.S. In Europe and Asia-Pacific, organic growth was positive and mixed by country. Changes in foreign currency exchange rates period-over-period increased revenue $35.6 million, or 0.3%. Acquisition revenue, net of disposition revenue, reduced revenue by $0.5 million.

The period-over-period change in worldwide revenue across our geographic markets for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was: North America increased $91.3 million, or 4.2%, Latin America increased $26.7 million, or 26.8%, Europe increased $54.6 million, or 5.1%, Middle East and Africa increased $4.1 million, or 6.5%, and Asia-Pacific decreased $22.2 million, or 4.6%.

The period-over-period change in the worldwide revenue across our geographic markets for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was: North America increased $223.2 million, or 3.5%, Latin America increased $34.8 million, or 11.5%, Europe increased $108.3 million, or 3.4%, Middle East and Africa decreased $4.2 million, or 2.0%, and Asia-Pacific increased $14.1 million, or 1.1%.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			$ Change		% Change		2025			2024			$ Change		% Change
Revenue	$	4,037.1		$	3,882.6		$	154.5	4.0	%	$	11,743.1		$	11,366.9		$	376.2	3.3	%
Operating Income2	$	530.1		$	600.1		$	(70.0)	(11.7)	%	$	1,421.9		$	1,589.3		$	(167.4)	(10.5)	%
Operating Margin2	13.1		%	15.5		%			(2.4)	%	12.1		%	14.0		%			(1.9)	%
Net Income - Omnicom Group Inc.2	$	341.3		$	385.9		$	(44.6)	(11.6)	%	$	886.6		$	1,032.6		$	(146.0)	(14.1)	%
Net Income per Share - Omnicom Group Inc.: Diluted2,3	$	1.75		$	1.95		$	(0.20)	(10.3)	%	$	4.51		$	5.19		$	(0.68)	(13.1)	%
EBITA1,2,3	$	551.6		$	622.3		$	(70.7)	(11.4)	%	$	1,485.0		$	1,654.5		$	(169.5)	(10.2)	%
EBITA Margin %1,2,3	13.7		%	16.0		%			(2.3)	%	12.6		%	14.6		%			(2.0)	%

1) Reconciliation of Non-GAAP Financial Measures on page 28.

2) For the three months ended September 30, 2025, operating expenses included $38.6 million ($28.4 million after-tax) of repositioning costs, primarily related to severance actions as we prepare to integrate the pending acquisition of IPG (see Note 9 to the unaudited consolidated financial statements). For the nine months ended September 30, 2025, operating expenses include $127.4 million ($95.7 million after-tax) of repositioning costs, related to severance actions as we prepare to integrate the pending acquisition of IPG, as well as efficiency initiatives in the second quarter of 2025, primarily within the Omnicom Advertising Group and the Omnicom Production Group (see Note 9 to the unaudited consolidated financial statements). In addition, included in selling, general and administrative expenses for the three and nine months ended September 30, 2025, are acquisition related costs of $60.8 million ($50.8 million after-tax) and $160.6 million ($145.0 million after-tax), respectively, related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements). The net impact of these items reduced operating income for the three and nine months ended September 30, 2025, by $99.4 million ($79.2 million after-tax) and $288.0 million ($240.7 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.41 and $1.23, respectively. There were no acquisition related costs or repositioning costs for the three months ended September 30, 2024. For the nine months ended September 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs recorded in the second quarter of 2024, primarily related to severance, which reduced diluted net income per share - Omnicom Group Inc. by $0.22. There were no acquisition related costs for the three and nine months ended September 30, 2024.

3) EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods. The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended September 30, 2025 and 2024 and $0.24 for each of the nine months ended September 30, 2025 and 2024.

~~CONSOLIDATED~~Our ~~RESULTS~~geographic OFmarkets ~~OPERATIONS~~include the Americas, which includes North America and Latin America, Europe, the Middle East and Africa (EMEA), and Asia-Pacific.

~~The~~Our ~~period~~business model was built and continues to evolve around our clients. While our networks, connected capabilities and agencies operate under different names and frame their ideas in different disciplines, we organize our services around our clients. Our Omni platform integrates data and technology in support of the services provided by all of our disciplines. Our fundamental business principle is that our clients’ specific requirements are the central focus of how we structure our service offerings and allocate our resources. This client-~~over-period~~centric ~~change~~business model requires that multiple agencies and disciplines within Omnicom collaborate in ~~results~~formal client networks, such as our CSLs and GGT, as well as informal virtual client networks, resulting in a client matrix organization structure. This collaboration allows us to execute our clients’ marketing requirements in a consistent and comprehensive manner. We use our client-centric approach to grow our business by expanding our service offerings to existing clients, moving into new markets and obtaining new clients. In addition, we pursue selective acquisitions of ~~operations:~~complementary companies with strong entrepreneurial management teams that could fill gaps in our service delivery to our existing clients.

	Three Months Ended September 30,									Nine Months Ended September 30,
	2025			2024			$ Change			2025			2024			$ Change
Revenue	$	4,037.1		$	3,882.6		$	154.5		$	11,743.1		$	11,366.9		$	376.2
Operating Expenses:
Salary and service costs	2,921.5			2,796.0			125.5			8,600.4			8,288.7			311.7
Occupancy and other costs	322.7			325.6			(2.9)			963.2			953.9			9.3
Repositioning costs2	38.6			—			38.6			127.4			57.8			69.6
Cost of services	3,282.8			3,121.6			161.2			9,691.0			9,300.4			390.6
Selling, general and administrative expenses2	163.5			99.5			64.0			451.8			295.8			156.0
Depreciation and amortization	60.7			61.4			(0.7)			178.4			181.4			(3.0)
Total Operating Expenses2	3,507.0			3,282.5			224.5			10,321.2			9,777.6			543.6
Operating Income2	530.1			600.1			(70.0)			1,421.9			1,589.3			(167.4)
Interest Expense	60.4			66.4			(6.0)			182.1			182.9			(0.8)
Interest Income	17.2			26.0			(8.8)			68.8			74.0			(5.2)
Income Before Income Taxes and Income From Equity Method Investments	486.9			559.7			(72.8)			1,308.6			1,480.4			(171.8)
Income Tax Expense	132.3			150.2			(17.9)			373.5			389.9			(16.4)
Income From Equity Method Investments	5.8			0.4			5.4			6.5			4.6			1.9
Net Income2	360.4			409.9			(49.5)			941.6			1,095.1			(153.5)
Net Income Attributed To Noncontrolling Interests	19.1			24.0			(4.9)			55.0			62.5			(7.5)
Net Income - Omnicom Group Inc.2	$	341.3		$	385.9		$	(44.6)		$	886.6		$	1,032.6		$	(146.0)
Net Income Per Share - Omnicom Group Inc.:2,3
Basic	$	1.76		$	1.97		$	(0.21)		$	4.54		$	5.25		$	(0.71)
Diluted	$	1.75		$	1.95		$	(0.20)		$	4.51		$	5.19		$	(0.68)
Revenue	$	4,037.1		$	3,882.6		$	154.5		$	11,743.1		$	11,366.9		$	376.2
Operating Margin %2	13.1		%	15.5		%				12.1		%	14.0		%
EBITA1,2,3	$	551.6		$	622.3		$	(70.7)		$	1,485.0		$	1,654.5		$	(169.5)
EBITA Margin %1,2,3	13.7		%	16.0		%	(2.3)		%	12.6		%	14.6		%	(2.0)		%

Generative AI and agentic AI have, and we believe will continue to have, a significant impact on how we provide services to our clients and how we enhance the productivity of our people. As the marketing industry adjusts to the evolving AI landscape, we seek to leverage these technologies to better serve our clients and maintain our competitive advantage. In January 2026, we unveiled our next generation of Omni, our proprietary marketing intelligence platform. Omni integrates our connected capabilities, high-quality and comprehensive identity and data infrastructure, and cutting-edge AI into a single operating system that we believe will give our clients a unified foundation to connect strategy, execution, and performance across their entire marketing ecosystem.

1)As ~~Reconciliation~~we ofcontinue ~~Non-GAAP~~to ~~Financial~~make ~~Measures~~investments onin ~~page~~new 28technologies, we remain committed to responsible AI practices and collaboration to harness AI's potential, while evaluating related risks, such as ethical considerations, public perception and reputational concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and our ability to effectively adopt this new emerging technology.

2)Our ~~For~~clients ~~the~~operate ~~three~~in ~~months~~virtually ~~ended~~every ~~September 30,~~sector ~~2025, operating expenses included $38.6 million ($28.4 million after-tax)~~ of ~~repositioning costs, primarily related to severance actions as we prepare to integrate~~ the ~~pending~~global ~~acquisition of IPG (see Note 9 to the unaudited consolidated financial statements)~~economy. For the ~~nine~~twelve months ended ~~September 30~~March 31, ~~2025~~2026, ~~operating~~our ~~expenses~~largest ~~include~~client ~~$127.4~~accounted ~~million~~for ~~($95~~2.72% ~~million after-tax)~~ of ~~repositioning~~our ~~costs~~revenue, ~~related~~and toour ~~severance~~100 ~~actions~~largest ~~as we prepare to integrate the pending acquisition of IPG~~clients, aswhich ~~well~~represent asmany ~~efficiency initiatives in the second quarter~~ of ~~2025, primarily within~~ the ~~Omnicom~~world’s ~~Advertising~~major ~~Group and the Omnicom Production Group (see Note 9 to the unaudited consolidated financial statements). In addition~~marketers, ~~included~~accounted ~~in selling, general and administrative expenses~~ for ~~the~~approximately ~~three~~52.5% ~~and nine months ended September 30, 2025, are acquisition related costs~~ of ~~$60.8~~our ~~million ($50~~revenue.8 ~~million~~Our ~~after-tax)~~clients ~~and~~operate ~~$160.6~~in ~~million~~virtually ~~($145.0~~every ~~million~~sector ~~after-tax), respectively, related to the pending acquisition~~ of ~~IPG (see Note 1 to~~ the ~~unaudited~~global ~~consolidated~~economy ~~financial~~with statements). The net impact of these items reduced operating income for the three and nine months ended September 30, 2025, by $99.4 million ($79.2 million after-tax) and $288.0 million ($240.7 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.41 and $1.23, respectively. There were no ~~acquisition~~one ~~related~~industry ~~costs~~representing ormore ~~repositioning~~than ~~costs~~19% ~~for the three months ended September 30, 2024. For the nine months ended September 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax)~~ of ~~repositioning~~our ~~costs~~revenue ~~recorded in the second quarter of 2024, primarily related to severance, which reduced diluted net income per share - Omnicom Group Inc. by $0.22. There were no acquisition related costs~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2026.

3)Although ~~EBITA~~our isrevenue ~~defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. We believe EBITA~~ is ~~useful~~generally inbalanced ~~evaluating~~between the ~~impact~~United ofStates ~~amortization of acquired intangible assets~~ and ~~internally~~international ~~developed~~markets ~~strategic platform assets on operating performance~~ and ~~allows~~we ~~for~~have ~~comparability~~a ~~between~~large ~~reporting periods. The effect of after-tax amortization of acquired intangible assets~~ and ~~internally~~diverse ~~developed~~client ~~strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended September 30~~base, ~~2025~~we ~~and~~are ~~2024~~not ~~and~~immune ~~$0.24~~to ~~for~~general ~~each~~economic ~~of the nine months ended September 30, 2025 and 2024~~downturns.

Global economic conditions and disruptions have a direct impact on our business and financial performance. Adverse global economic conditions and disruptions pose a risk that our clients may reduce, postpone or cancel spending on marketing and communications services, which would reduce the demand for our services. Revenue is typically lower in the first and third quarters and higher in the second and fourth quarters, reflecting client spending patterns during the year, 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.

Given our size and breadth, we monitor several financial indicators. The KPIs that we focus on are revenue growth and variability of operating expenses.

We analyze revenue growth by reviewing the components and mix of the growth, including growth by principal regional market, connected capabilities and marketing disciplines, the impact from foreign currency exchange rate changes, and growth from our largest clients. Operating expenses primarily consist of cost of services, selling, general and administrative expenses, or SG&A, and depreciation and amortization, and are analyzed for each network by the Chief Operating Decision Maker, who allocates resources accordingly.

Financial Performance

Worldwide revenue for the three months ended March 31, 2026 increased $2,552.5 million, or 69.2%, to $6,242.9 million, compared to $3,690.4 million in the prior-year-period. Our performance benefited from the Merger, as the first quarter of 2026 represents the first full quarter of results including IPG following the Closing Date. The year-over-year increase in worldwide revenue reflected worldwide constant currency growth (defined below) of $2,378.3 million, or 64.4% and a favorable impact from foreign exchange rates of $174.2 million, which increased revenue by 4.8%.

Worldwide revenue increased across our geographic markets for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, as follows, and was primarily driven by the acquisition of IPG: North America, $1,773.6

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

	Total				Domestic				International
	$		%		$		%		$		%
Three months ended September 30, 2024	$	3,882.6			$	2,039.7			$	1,842.9
Components of revenue change:
Foreign exchange rate impact	52.4		1.4	%	—		—	%	52.4		2.8	%
Acquisition revenue, net of disposition revenue	(0.3)		—	%	(1.4)		(0.1)	%	1.1		0.1	%
Organic growth	102.4		2.6	%	94.6		4.6	%	7.8		0.4	%
Three months ended September 30, 2025	$	4,037.1	4.0	%	$	2,132.9	4.6	%	$	1,904.2	3.3	%

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

	Total				Domestic				International
	$		%		$		%		$		%
Nine months ended September 30, 2024	$	11,366.9			$	5,999.0			$	5,367.9
Components of revenue change:
Foreign exchange rate impact	35.6		0.3	%	—		—	%	35.6		0.7	%
Acquisition revenue, net of disposition revenue	(0.5)		—	%	(8.4)		(0.1)	%	7.9		0.1	%
Organic growth	341.1		3.0	%	242.8		4.0	%	98.3		1.8	%
Nine months ended September 30, 2025	$	11,743.1	3.3	%	$	6,233.4	3.9	%	$	5,509.7	2.6	%

The components of period-over-period revenue change:


					Core Operations1
	2025 Revenue1		Less: Dispositions & Held for Sale		$		% Growth
Combined revenue for the three months ended March 31, 20252	$	6,013.0	$	748.3	$	5,264.7
Components of revenue change:
Foreign exchange rate impact	174.2		29.9		144.2		2.7	%
Net effect of dispositions	(151.0)		(151.0)		—		—	%
Organic growth	206.7		—		206.7		3.9	%
Revenue for the three months ended March 31, 20262	$	6,242.9	$	627.2	$	5,615.7	6.7	%

1) Core Operations, net of dispositions and held for sale, excludes revenue of: businesses that have been disposed of or are classified as held for sale. Amounts for periods prior to the Closing Date are calculated on a combined basis for Omnicom and IPG.

2) Represents combined Omnicom and IPG revenue for the prior year period. The $6.0 billion is comprised of the Omnicom's reported revenue of $3.7 billion and IPG's reported revenue of $2.3 billion, for the three months March 31, 2025 and is provided for comparative purposes. This information has been prepared for informational purposes only and does not represent pro forma financial information prepared in accordance with Article 11 of Regulation S-X. Accordingly, such information does not purport to represent what the Company’s revenue would have been had the acquisition occurred at an earlier date and should not be considered indicative of future performance.

Revenue from Core Operations increased $350.9 million, or 6.7% as compared to the combined Core Operations revenue for the prior-year-period. This was driven by organic growth of 3.9% and a positive impact from foreign exchange rate of $144.2 million, or 2.7%. Revenue from businesses that were either disposed of or classified as held for sale as of March 31, 2026 contributed $627.2 million of revenue in the current period.

The components and percentages are calculated as follows:

•Foreign exchange rate impact is calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue ~~(in this case $3,984~~.7 ~~million and $11,707.5 million for the Total column for the three and nine months ended September 30, 2025, respectively).~~ The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue ~~($4,037~~.~~1 million less $3,984.7 million and $11,743.1 million less $11,707.5 million for the Total column for the three and nine months ended September 30, 2025, respectively).~~

•~~Acquisition~~Organic ~~revenue~~growth is calculated asby ifsubtracting the ~~acquisition~~foreign ~~occurred~~exchange ~~twelve~~rate ~~months~~impact ~~prior~~from tototal ~~the acquisition date by aggregating the comparable prior period~~ revenue ~~of acquisitions through the acquisition date. As a result~~growth, ~~acquisition~~which ~~revenue~~is ~~excludes~~equal ~~the positive or negative difference between our current period revenue subsequent~~ to the ~~acquisition~~current ~~date and the comparable prior~~ period revenue ~~and~~from ~~the~~Core ~~positive~~Operations orminus ~~negative growth after~~ the ~~acquisition is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months~~ prior ~~to the disposition date by aggregating the comparable prior~~ period revenue offrom ~~dispositions~~Core ~~through the disposition date~~Operations. ~~The acquisition revenue and disposition revenue amounts are netted in the table.~~

•~~Organic~~Percentage growth is calculated by ~~subtracting~~dividing the ~~foreign~~individual ~~exchange~~amount ~~rate~~by ~~impact, and~~ the ~~acquisition~~prior ~~revenue,~~period ~~net~~Core ofOperations ~~disposition~~ revenue ~~components from total revenue growth~~base.

~~•The~~When ~~percentage~~we ~~change~~use isthe ~~calculated~~term byConstant ~~dividing~~currency growth it refers to the ~~individual~~change ~~component~~in ~~amount~~revenue byin the ~~prior~~ period, ~~revenue~~excluding ~~base~~the effects of ~~that~~foreign ~~component~~currency ~~($3,882~~exchange rate fluctuations.6 ~~million~~This ~~and~~measure ~~$11,366.9~~is ~~million~~calculated ~~for~~by ~~the~~adjusting ~~Total~~current ~~column~~period ~~for~~revenue to eliminate the ~~three~~impact of changes in foreign exchange rates and ~~nine~~comparing ~~months~~the ~~ended~~resulting ~~September 30,~~amount ~~2025,~~to ~~respectively)~~prior-year revenue.

Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial position. For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized. Assuming exchange rates at ~~October~~March 1731, ~~2025~~2026 remain unchanged, we expect the ~~impact of~~ changes in foreign exchange rates will bepositively aimpact ~~positive~~our ~~2.0%~~revenue ~~for~~by ~~the fourth quarter and positive 1~~3.0% for the ~~full~~second ~~year.~~quarter ~~Based on our acquisition~~ and ~~disposition~~positively ~~activity completed to date, we expect the net~~ impact onour revenue ~~to reduce revenue~~ by 1.0% for the ~~fourth quarter and be flat for the~~ full year.

In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors. Under our client-centric approach, we seek to broaden our relationships with all of our clients. Our largest client represented 2.2% and 2.7% of revenue for the twelve months ended March 31, 2026 and 2025, respectively. Our ten largest and 100 largest clients represented 16.4% and 52.5% of revenue for the twelve months ended March 31, 2026, respectively, and 19.1% and 53.6% of revenue for the twelve months ended March 31, 2025, respectively.

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

Revenue by Discipline


	Three Months Ended March 31,
	2026		2025		$ Change		% Change
Revenue	$	6,242.9	$	3,690.4	$	2,552.5	69.2	%
Operating Income2	$	646.2	$	452.6	$	193.6	42.8	%
Operating Margin2	10.4%		12.3%				(1.9)	%

Net Income - Omnicom Group Inc.2	$	405.2	$	287.7	$	117.5	40.8	%
Net Income per Share - Omnicom Group Inc.: Diluted2,3	$	1.35	$	1.45	$	(0.10)	(6.9)	%

EBITA1,2,3	$	763.6	$	474.4	$	289.2	61.0	%
EBITA Margin %1,2,3,4	12.2%		12.9%				(0.7)	%

To1) ~~monitor~~Reconciliation ~~the changing needs~~ of ~~our~~Non-GAAP ~~clients~~Financial ~~and~~Measures toon ~~further~~page 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 & Support27.

	Three Months Ended September 30,
	2025				2024				2025 vs. 2024
	$		% ofRevenue		$		% ofRevenue		$ Change		% Organic Growth
Media & Advertising	$	2,353.8	58.3	%	$	2,129.0	54.8	%	$	224.8	9.1	%
Precision Marketing	462.5		11.5	%	450.6		11.6	%	11.9		0.8	%
Public Relations	377.2		9.3	%	404.0		10.4	%	(26.8)		(7.5)	%
Healthcare	331.2		8.2	%	337.1		8.7	%	(5.9)		(1.9)	%
Branding & Retail Commerce	144.8		3.6	%	181.7		4.7	%	(36.9)		(16.9)	%
Experiential	152.2		3.8	%	174.3		4.5	%	(22.1)		(17.7)	%
Execution & Support	215.4		5.3	%	205.9		5.3	%	9.5		2.0	%
Revenue	$	4,037.1			$	3,882.6			$	154.5	2.6	%

2) For the three months ended March 31, 2026, operating expenses included $4.1 million ($3.1 million after-tax), related to repositioning costs, primarily related to severance actions in connection with the Merger, and $34.3 million ($27.8 million after-tax) of losses on dispositions of certain businesses in connection with the Merger (see Notes 10 and 11 to the unaudited consolidated financial statements). In addition, included in selling, general and administrative expenses for the three months ended March 31, 2026, are integration and acquisition related costs of $59.4 million ($46.7 million after-tax), related to the Merger. The net impact of these items reduced operating income for the three months ended March 31, 2026, by $97.8 million ($77.6 million after-tax), which reduced diluted net income per share - Omnicom Group Inc. by $0.26. Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related expenses of $33.8 million ($32.7 million after-tax) in connection with the Merger, which reduced diluted net income per share - Omnicom Group Inc. by $0.17.

	Nine Months Ended September 30,
	2025				2024				2025 vs. 2024
	$		% ofRevenue		$		% ofRevenue		$ Change		% Organic Growth
Media & Advertising	$	6,693.3	57.0	%	$	6,184.2	54.4	%	$	509.1	8.2	%
Precision Marketing	1,369.9		11.7	%	1,303.1		11.5	%	66.8		3.8	%
Public Relations	1,112.8		9.4	%	1,195.3		10.5	%	(82.5)		(7.2)	%
Healthcare	969.5		8.2	%	999.1		8.8	%	(29.6)		(3.3)	%
Branding & Retail Commerce	452.9		3.9	%	549.3		4.8	%	(96.4)		(14.6)	%
Experiential	503.2		4.3	%	512.5		4.5	%	(9.3)		(5.5)	%
Execution & Support	641.5		5.5	%	623.4		5.5	%	18.1		1.8	%
Revenue	$	11,743.1			$	11,366.9			$	376.2	3.0	%

3) EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods. The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.29 and $0.08 for the three months ended March 31, 2026 and 2025, respectively.

~~Beginning~~4) inThe ~~the~~effect ~~first~~on ~~quarter~~EBITA Margin of ~~2025,~~dispositions weand ~~realigned~~assets ~~the~~held ~~classification~~for ofsale ~~certain~~for ~~services,~~the ~~primarily~~three ~~within~~months ~~our~~ended ~~Media~~March 31, &2026 ~~Advertising,~~was ~~Branding~~a &$627.2 ~~Retail~~million ~~Commerce,~~reduction ~~Precision~~to ~~Marketing~~revenue and ~~Public~~a ~~Relations disciplines~~$27.9 Asmillion areduction ~~result~~to EBITA, wewhich ~~reclassified~~resulted ~~the~~in ~~prior~~a ~~year~~1.0% ~~periods~~decrease toin beEBITA ~~consistent with the revised classifications~~Margin.

The period-over-period change in worldwide revenue for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, in our fundamental disciplines was: Media & Advertising increased $224.8 million, Precision Marketing increased $11.9 million, Public Relations decreased $26.8 million, Healthcare decreased $5.9 million, Branding & Retail Commerce decreased $36.9 million, Experiential decreased $22.1 million, and Execution & Support increased $9.5 million. Worldwide organic revenue growth increased revenue $102.4 million, or 2.6%, compared to the prior year period, primarily driven by Media & Advertising, led by our media business, Precision Marketing and Execution & Support disciplines. The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines. Changes in foreign currency exchange rates period-over-period increased revenue $52.4 million, or 1.4%. The increase in revenue from foreign exchange translation was primarily related to the strengthening of several currencies, including the Euro and the British Pound, against the U.S. Dollar, partially offset by the weakening of the Australian Dollar against the U.S. Dollar. Acquisition revenue, net of disposition revenue, reduced revenue slightly by $0.3 million.

The period-over-period change in worldwide revenue for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, in our fundamental disciplines was: Media & Advertising increased $509.1 million, Precision Marketing increased $66.8 million, Public Relations decreased $82.5 million, Healthcare decreased $29.6 million, Branding & Retail Commerce decreased $96.4 million, Experiential decreased $9.3 million, and Execution & Support increased $18.1 million. Worldwide organic revenue growth increased revenue $341.1 million, or 3.0%, compared to the prior year period, primarily driven by Media & Advertising, led by our media business, Precision Marketing and Execution & Support disciplines. The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines. Changes in foreign currency exchange rates period-over-period increased revenue $35.6 million, or 0.3%. The increase in revenue from foreign exchange translation was primarily related to the strengthening of several currencies, including the Euro and the British Pound, against the U.S. Dollar, partially offset by the weakening of the Australian Dollar, Brazilian Real and the Canadian Dollar against the U.S. Dollar. Acquisition revenue, net of disposition revenue, reduced revenue slightly by $0.5 million.

InCONSOLIDATED ~~the~~RESULTS ~~normal~~OF course of business, our agencies both gain and lose business from clients each year due to a variety of factors. Under our client-centric approach, we seek to broaden our relationships with all of our clients. Our largest client represented 2.6% and 2.8% of revenue for the twelve months ended September 30, 2025 and 2024, respectively. Our ten largest and 100 largest clients represented 19.0% and 54.9% of revenue for the twelve months ended September 30, 2025, respectively, and 19.4% and 54.3% of revenue for the twelve months ended September 30, 2024, respectively.OPERATIONS

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


	Three Months Ended March 31,
	2026			2025			$ Change
Revenue	$	6,242.9		$	3,690.4		$	2,552.5
Operating Expenses:
Salary and service costs	4,639.6			2,746.3			1,893.3
Occupancy and other costs	527.3			314.6			212.7
Severance and repositioning costs2	4.1			—			4.1


Loss on assets held for sale and dispositions2	34.3			—			34.3
Cost of services	5,205.3			3,060.9			2,144.4
Selling, general and administrative expenses2	224.5			117.9			106.6
Depreciation and amortization	166.9			59.0			107.9
Total Operating Expenses2	5,596.7			3,237.8			2,358.9
Operating Income2	646.2			452.6			193.6
Interest Expense	119.0			59.1			59.9
Interest Income	47.0			29.7			17.3
Income Before Income Taxes and Income (Loss) From Equity Method Investments	574.2			423.2			151.0
Income Tax Expense	154.6			120.7			33.9
Income (Loss) From Equity Method Investments	(0.9)			0.9			(1.8)
Net Income2	418.7			303.4			115.3
Net Income Attributed To Noncontrolling Interests	13.5			15.7			(2.2)
Net Income - Omnicom Group Inc.2	$	405.2		$	287.7		$	117.5
Net Income Per Share - Omnicom Group Inc.:2,3
Basic	$	1.36		$	1.46		$	(0.10)
Diluted	$	1.35		$	1.45		$	(0.10)

Revenue	$	6,242.9		$	3,690.4		$	2,552.5
Operating Margin %2	10.4		%	12.3		%

EBITA1,2,3	$	763.6		$	474.4		$	289.2
EBITA Margin %1,2,3,4	12.2		%	12.9		%	(0.7)		%

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

3) EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods. The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.29 and $0.08 for the three months ended March 31, 2026 and 2025, respectively.

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

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. Our networks, connected capabilities, and agencies provide a comprehensive range of services across our principal disciplines: Integrated Media, Advertising, Health, Public Relations, and Experiential & Other.

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

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


	Three Months Ended March 31,
	2026				2025				2026 vs. 2025
	$		% of Revenue		$		% of Revenue		$ Change		% Constant Currency Growth
Integrated Media	2,978.4		47.7	%	1,805.4		48.9	%	1,173.0		60.0	%

Advertising	1,060.2		17.0	%	674.6		18.3	%	385.6		50.4	%
Public Relations	696.6		11.2	%	359.1		9.7	%	337.5		90.5	%
Health	585.7		9.4	%	299.0		8.1	%	286.7		94.1	%
Experiential & Other	922.0		14.7	%	552.3		15.0	%	369.7		63.1	%

Revenue1	$	6,242.9			$	3,690.4			$	2,552.5	64.4	%

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

The mix of our revenue did not change substantially as a result of the Merger. Across our disciplines, revenue increased as follows year-over-year: Integrated Media, $1,173.0 million, Advertising, $385.6 million, Public Relations, $286.7 million, Health, $337.5 million, and Experiential & Other, $369.7 million. Constant currency growth was $2,378.4 million, or 64.4%, compared to the prior year period. Changes in foreign currency exchange rates period-over-period increased revenue $174.2 million, or 4.7%. The increase in revenue from foreign exchange translation was primarily related to the strengthening of most currencies, including the Euro, British Pound and Australian Dollar, against the U.S. Dollar.

Revenue by Geography

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

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025				2024				2025 vs. 2024
	2026				2025				2026 vs. 2025
	$		% ofRevenue		$		% ofRevenue		$ Change		% ~~Organic~~Constant Currency Growth
Americas:
North America	$	23,~~245~~885.31	5562.62	%	$	2,~~154~~111.05	5557.42	%	$	911,773.36	483.46	%
Latin America	~~126~~196.41		3.1	%	9996.74		2.6	%	2699.7		2785.3	%
EMEA:
Europe	1,~~135~~439.40		2823.1	%	~~1,080~~995.80		27.90	%	54444.60		(032.5)4	%
Middle East and Africa	67144.43		12.73	%	6370.38		1.69	%	473.14		594.90	%
Asia-Pacific	~~462~~578.65		119.52	%	~~484~~416.87		1211.53	%	~~(22~~161.2)8		(334.7)1	%
Revenue	$	4,037.1			$	3,882.6			$	154.5	2.6	%
Revenue1	$	6,242.9			$	3,690.4			$	2,552.5	64.4	%

	Nine Months Ended September 30,
	2025				2024				2025 vs. 2024
	$		% ofRevenue		$		% ofRevenue		$ Change		% Organic Growth
Americas:
North America	$	6,566.5	55.9	%	$	6,343.3	55.8	%	$	223.2	3.8	%
Latin America	337.4		2.9	%	302.6		2.7	%	34.8		20.1	%
EMEA:
Europe	3,296.8		28.1	%	3,188.5		28.1	%	108.3		0.3	%
Middle East and Africa	204.3		1.7	%	208.5		1.8	%	(4.2)		(1.5)	%
Asia-Pacific	1,338.1		11.4	%	1,324.0		11.6	%	14.1		2.6	%
Revenue	$	11,743.1			$	11,366.9			$	376.2	3.0	%

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

~~The~~Worldwide ~~period-over-period change in worldwide~~ revenue increased across our geographic markets for the three months ended ~~September~~March 3031, ~~2025~~2026, compared to the three months ended ~~September~~March 3031, ~~2024~~2025, as follows, and was primarily driven by the acquisition of IPG: North America, ~~increased~~ $911,773.36 million, ~~or 4.2%,~~ Latin America ~~increased~~ , $2699.7 million, ~~or 26.8%,~~ Europe ~~increased~~ , $54444.60 million, ~~or 5.1%,~~ Middle East and Africa ~~increased~~ , $473.14 million, ~~or 6.5%,~~ and Asia-Pacific ~~decreased~~ , $22161.28 million~~, or 4~~.~~6%.~~

North America

In North America, ~~organic~~constant ~~revenue~~currency growth period-over-period for the three months ended ~~September~~March 3031, ~~2025~~2026 was primarily driven by strong performance in the United States,. ~~especially~~The inmix ~~the~~of ~~Media & Advertising discipline, led by~~ our ~~media~~ business, ~~and~~increased in ~~our~~North ~~Precision~~America ~~Marketing~~as ~~and Execution & Support disciplines. The organic growth was partially offset by underperformance in our Public Relations discipline, which faced~~ a ~~difficult~~result ~~comparison to the prior year, which included the positive effects~~ of the UMerger.S. ~~Elections, and in our other disciplines.~~

In North America, organic revenue growth period-over-period for the nine months ended September 30, 2025 was primarily driven by strong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and in our Precision Marketing, Execution & Support and Experiential disciplines. The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations and Healthcare disciplines.23

Latin America

In Latin America, ~~organic~~constant ~~revenue~~currency growth for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, compared to the prior year periods, was led by our Integrated Media ~~& Advertising~~ discipline, ~~and~~including ~~was~~from ~~driven~~the byimpact ~~strong~~of ~~performance~~the inIPG ~~all~~acquisition. Growth was across countries in the region. Foreign currency exchange rate changes increased revenue in the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the same period in ~~2024~~2025, ~~were~~primarily ~~flat.~~as ~~However,~~a ~~the~~result ~~weakening~~ of ~~all~~the ~~currencies,~~strengthening ~~especially~~of the Mexican Peso, Brazilian Real and ~~Mexican~~Columbian Peso, against the U.S. Dollar ~~decreased revenue in the nine months ended September 30, 2025 compared to the same~~ period ~~in 2024~~-over-period.

EMEA

In Europe, compared to the prior year periods, ~~organic~~constant ~~revenue~~currency growth for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 was ~~driven~~primarily bydue ~~strong~~to ~~performance~~the inacquisition ~~our~~of ~~Media & Advertising discipline, led by our media business, substantially offset by underperformance in our other disciplines~~IPG. Foreign currency exchange rate changes increased revenue for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, primarily as a result of the strengthening of the Euro and the British Pound against the U.S. Dollar period-over-period. The mix of our business in EMEA has decreased as a result of the Merger.

In the U.K., for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, ~~organic~~constant ~~revenue~~currency ~~increased~~growth period-over-period bywas 336.79% ~~and 0~~.~~2%,~~ ~~respectively.~~The Amix ~~strong~~of ~~performance~~our business in ~~our~~the ~~Media~~U.K. &was ~~Advertising discipline~~9.3%, ~~led~~for bythe ~~our~~three ~~media~~months ~~business~~ended March 31, 2026 and ~~our~~10.7%, ~~Experiential~~for ~~discipline,~~the ~~was~~three ~~reduced~~months byended aMarch 31, ~~mixed~~2025 ~~performance~~as ina ~~our~~result ~~other~~of ~~disciplines~~the Merger.

In Continental Europe, which includes the Euro Zone and the other European countries, ~~organic~~constant ~~revenue~~currency ~~decreased~~growth 3was 29.12%. Foreign currency exchange rate changes increased revenue 13.9% for the three months ended ~~September~~March 3031, ~~2025~~2026, ~~due to underperformance~~ primarily inas ~~our Experiential discipline in France, which faced~~ a ~~challenging~~result ~~environment~~of ~~and~~the astrengthening ~~difficult~~of ~~comparison~~the toEuro aagainst ~~prior year period that included positive effects from~~ the ~~Olympics, and mixed performance in other countries~~U. ~~Organic revenue growth of 0~~S.3% ~~for~~Dollar ~~the nine months ended September 30, 2025 was mixed by country and discipline~~period-over-period.

In the Middle East and Africa, for the three months ended ~~September~~March 3031, ~~2025~~2026, ~~organic~~constant currency growth was ~~led by strong performance in our Media & Advertising discipline~~94. ~~In the Middle East and Africa~~0%, ~~for~~primarily ~~the~~due ~~nine~~to ~~months~~growth ~~ended~~across ~~September 30,~~all ~~2025,~~countries ~~negative performance~~ in ~~our~~the ~~Experiential discipline was partially offset by organic growth in our Media & Advertising discipline~~region.

Asia-Pacific

In Asia-Pacific, ~~organic~~constant ~~revenue~~currency ~~decreased~~growth increased for the three months ended ~~September~~March 3031, ~~2025~~2026, with ~~underperformance~~strong performance in ~~substantially~~ all ~~of our disciplines and~~ markets in the region. Foreign currency exchange rate changes ~~decreased~~increased revenue 4.7% for the three months ended ~~September~~March 3031, ~~2025~~2026, primarily as a result of the ~~weakening~~strengthening of ~~several~~most currencies against the U.S. Dollar, including the Australian Dollar. ~~and~~The ~~New~~mix ~~Zealand~~of ~~Dollar~~our business in Asia-Pacific decreased as a result of the Merger.

In Asia-Pacific, organic growth for the nine months ended September 30, 2025 was due to a strong performance in our Media & Advertising discipline, led by our media business, and our Healthcare discipline, partially offset by underperformance in our other disciplines. Most markets in the region, led by India, Australia and New Zealand, had positive organic growth, slightly offset by underperformance in China, as compared to the prior year period. Foreign currency exchange rate changes decreased revenue for the nine months ended September 30, 2025, primarily as a result of the weakening of several currencies against the U.S. Dollar, including the Australian Dollar and New Zealand Dollar.

Revenue by Industry

Revenue by type of client industry sector:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Pharmaceuticals and Healthcare	16	%	16	%	15	%	16	%
Pharmaceuticals and Health	19	%	15	%
Food and Beverage	1513	%	15	%	15	%	15	%
Auto	1310	%	1213	%	13	%	11	%
Consumer Products	10	%	10	%	9	%	10	%
Financial Services	10	%	8	%
Financial Services	8	%	7	%	8	%	7	%
Consumer Products	9	%	9	%
Travel and Entertainment	8	%	7	%	8	%	7	%
Retail	7	%	6	%
Technology	87	%	87	%	8	%	8	%
Retail	7	%	6	%	7	%	6	%
Travel and Entertainment	6	%	8	%
Government	3	%	4	%	4	%	4	%
Services	4	%	3	%
Telecommunications	3	%	4	%	3	%	3	%
Government	3	%	4	%
Services	3	%	3	%	3	%	3	%
Telecommunications	3	%	3	%
Oil, Gas and Utilities	2	%	2	%	2	%	2	%
Not-for-Profit	1	%	1	%	1	%	1	%
Education	1	%	1	%	1	%	1	%
Other	25	%	45	%	3	%	6	%
Total	100	%	100	%	~~100~~	%	~~100~~	%

Operating Expenses

The period-over-period change in operating expenses:

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025				2024				2025 vs. 2024
	2026				2025				2026 vs. 2025
	$		% ofRevenue		$		% ofRevenue		$Change		%Change
Revenue	$	46,~~037~~242.19			$	3,~~882~~690.64			$	~~154~~2,552.5	469.02	%
Operating Expenses:
Salary and service costs:
Salary and related costs	13,~~778~~061.56		4449.10	%	1,~~846~~780.95		4748.62	%	~~(68~~1,281.4)1		(372.7)0	%
Third-party service costs	~~955~~1,365.67		2321.79	%	~~784~~796.58		2021.26	%	~~171~~568.19		2171.84	%
Third-party incidental costs	~~187~~212.43		43.64	%	~~164~~169.60		4.26	%	2243.83		1325.96	%
Total salary and service costs	24,~~921~~639.56		7274.43	%	2,~~796~~746.03		7274.04	%	~~125~~1,893.53		468.59	%
Occupancy and other costs	~~322~~527.73		8.04	%	~~325~~314.6		8.45	%	(2212.9)7		(067.9)6	%
Repositioning costs	38.6		1.0	%	—		—	%	38.6		—	%
Loss on assets held for sale and dispositions	34.3		0.5	%	—		—	%	34.3		—	%
Cost of services	3,282.8				3,121.6				161.2		5.2	%
Severance and repositioning costs	4.1		0.1	%	—		—	%	4.1		—	%
Selling, general and administrative expenses	163.5		4.0	%	99.5		2.6	%	64.0		64.3	%
Cost of services	5,205.3				3,060.9				2,144.4		70.1	%
Depreciation and amortization	60.7		1.5	%	61.4		1.6	%	(0.7)		(1.1)	%
Selling, general and administrative expenses	224.5		3.6	%	117.9		3.2	%	106.6		90.4	%
Total Operating Expenses	3,507.0		86.9	%	3,282.5		84.5	%	224.5		6.8	%
Depreciation and amortization	166.9		2.8	%	59.0		1.6	%	107.9		182.9	%
Operating Income	$	530.1	13.1	%	$	600.1	15.5	%	$	(70.0)	(11.7)	%
Total Operating Expenses	5,596.7		89.6	%	3,237.8		87.7	%	2,358.9		72.9	%
Operating Income	$	646.2	10.4	%	$	452.6	12.3	%	$	193.6	42.8	%

24We 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 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 currency exchange rates from period to period impact our results of operations and financial condition when we translate our financial statements from local foreign currency exchange rates to the U.S. 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 period-over-period from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the three months ended March 31, 2026.

	Nine Months Ended September 30,
	2025				2024				2025 vs. 2024
	$		% ofRevenue		$		% ofRevenue		$Change		%Change
Revenue	$	11,743.1			$	11,366.9			$	376.2	3.3	%
Operating Expenses:
Salary and service costs:
Salary and related costs	5,386.8		45.9	%	5,531.1		48.7	%	(144.3)		(2.6)	%
Third-party service costs	2,670.8		22.7	%	2,293.8		20.2	%	377.0		16.4	%
Third-party incidental costs	542.8		4.6	%	463.8		4.1	%	79.0		17.0	%
Total salary and service costs	8,600.4		73.2	%	8,288.7		72.9	%	311.7		3.8	%
Occupancy and other costs	963.2		8.2	%	953.9		8.4	%	9.3		1.0	%
Repositioning costs	127.4		1.1	%	57.8		0.5	%	69.6		120.4	%
Cost of services	9,691.0				9,300.4				390.6		4.2	%
Selling, general and administrative expenses	451.8		3.8	%	295.8		2.6	%	156.0		52.7	%
Depreciation and amortization	178.4		1.6	%	181.4		1.6	%	(3.0)		(1.7)	%
Total Operating Expenses	10,321.2		87.9	%	9,777.6		86.0	%	543.6		5.6	%
Operating Income	$	1,421.9	12.1	%	$	1,589.3	14.0	%	$	(167.4)	(10.5)	%

Operating expenses for the three months ended March 31, 2026 increased $2,358.9 million, or 72.9%, to $5,596.7 million compared to the prior year, primarily due to the acquisition of IPG. Included in operating expenses for the three months ended March 31, 2026 are $4.1 million, primarily for severance and other repositioning costs, as well as $34.3 million of charges to reflect the businesses to be disposed at their estimated net realizable value. In addition, we incurred integration costs related to the acquisition of IPG of $59.4 million, which are included in selling, general and administrative expenses (see Note 5 to the consolidated financial statements). Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related costs of $33.8 million ($32.7 million after-tax), related to the Merger.

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 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 currency exchange rates from period to period impact our results of operations and financial position when we translate our financial statements from local foreign currency exchange rates to the U.S. 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 period-over-period from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the three and nine months ended September 30, 2025.

Operating expenses for the three months ended September 30, 2025 increased $224.5 million, or 6.8%, to $3,507.0 million from $3,282.5 million, in the prior year period. Included in selling, general and administrative expenses for the three months ended September 30, 2025 are acquisition related costs of $60.8 million ($50.8 million after-tax) related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements). Included in operating expenses for the three months ended September 30, 2025 are $38.6 million ($28.4 million after-tax) of repositioning costs, primarily related to severance as we prepare to integrate the pending acquisition of IPG. There were no acquisition related costs or repositioning costs for the three months ended September 30, 2024.

Operating expenses for the nine months ended September 30, 2025 increased $543.6 million, or 5.6%, to $10,321.2 million from $9,777.6 million, in the prior year period. Included in selling, general and administrative expenses for the nine months ended September 30, 2025 are acquisition related costs of $160.6 million ($145.0 million after-tax) related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements). Included in operating expenses are $127.4 million ($95.7 million after-tax) of repositioning costs, related to severance actions as we prepare to integrate the pending acquisition of IPG, as well as efficiency initiatives in the second quarter of 2025, primarily within the Omnicom Advertising Group and the Omnicom Production Group. There were no acquisition related costs for the nine months ended September 30, 2024. For the nine months ended September 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs recorded in the second quarter of 2024, primarily related to severance actions related to the ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy (see Note 9 to the unaudited financial statements).

Operating Expenses - Salary and Service Costs

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

Salary and service costs for the three months ended ~~September~~March 3031, ~~2025~~2026 increased $~~125~~1,893.53 million, or 468.59%, to $24,~~921~~639.56 million, compared to the prior year period. Salary and related costs for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~decreased~~increased $1,281.1 million, or 72.0%, to $3,061.6 million, primarily due to our acquisition of IPG. As a percentage of revenue, salary and related costs were relatively flat compared to the prior year period. We expect these costs to be in-line as a percentage of revenue year-over-year as we realize operational efficiencies and advance the integration of our operations with IPG. Third-party service costs for the three months ended March 31, 2026 increased $568.9 million, or 71.4%, to $1,365.7 million, primarily as a result of the IPG acquisition, as well as constant currency impacts in our Integrated Media discipline. Third-party incidental costs for the three months ended March 31, 2026 increased $43.3 million, or 25.6%, to $212.3 million, primarily due to revenue growth and our acquisition of IPG.

$68.4 million, or 3.7%, to $1,778.5 million, primarily due to our prior repositioning actions and changes in our global employee mix, partially offset by an increase related to changes in foreign currency exchange rates. Third-party service costs for the three months ended September 30, 2025 increased $171.1 million, or 21.8%, to $955.6 million, primarily as a result of organic growth in our Media & Advertising and Execution & Support disciplines. Third-party incidental costs for the three months ended September 30, 2025 increased $22.8 million, or 13.9%, to $187.4 million.

Salary and service costs for the nine months ended September 30, 2025 increased $311.7 million, or 3.8%, to $8,600.4 million, compared to the prior year period. Salary and related costs for the nine months ended September 30, 2025 decreased $144.3 million, or 2.6%, to $5,386.8 million, primarily due to our prior repositioning actions and changes in our global employee mix, partially offset by an increase related to changes in foreign currency exchange rates. Third-party service costs for the nine months ended September 30, 2025 increased $377.0 million, or 16.4%, to $2,670.8 million, primarily as a result of organic growth in our Media & Advertising and Execution & Support disciplines. Third-party incidental costs for the nine months ended September 30, 2025 increased $79.0 million, or 17.0%, to $542.8 million.

Operating Expenses - Occupancy and Other Costs

Occupancy and other costs for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, which are less directly linked to changes in revenue than salary and service costs, ~~decreased~~increased by $2212.97 million, or 067.96%, to $~~322~~527.~~7 million and increased by $9.~~3 million, ordue ~~1.0%,~~ to ~~$963.2 million, respectively. For~~ the ~~nine~~additional ~~months~~real ~~ended~~estate ~~September 30,~~footprint ~~2025, the increase in other occupancy costs were driven in part by negative effects~~ from ~~foreign currency exchange rates and higher rent expense in~~ the ~~period~~IPG acquisition. As a percentage of revenue, occupancy and other costs ~~decreased~~were ~~for~~relatively ~~the~~flat ~~three-~~compared ~~and~~to ~~nine-month~~the ~~periods~~prior ~~ended~~year ~~September 30, 2025~~period.

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

SG&A expenses primarily consist of third-party marketing costs, professional fees, compensation and benefits and occupancy and other costs of our corporate and executive offices, including group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs. SG&A expenses increased for the three and nine months ended September 30, 2025 by $64.0 million and $156.0 million, respectively, compared to the same periods in 2024, primarily due to acquisition related costs in connection with the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

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

Operating Income

Operating income for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~decreased~~increased $70193.06 million to $~~530~~646.12 million, and operating margin decreased to 1310.14% from 1512.53% compared to the same period in ~~2024~~2025. ~~EBITA~~Amortization expense for the three months ended ~~September~~March 3031, ~~2025~~2026 increased by $95.6 million to $117.4 million, primarily related to the Merger, which decreased operating income and margin. EBITA for the three months ended March 31, 2026 increased $70289.72 million to $~~551~~763.6 million, and EBITA ~~Margin~~margin decreased to 1312.72% from 1612.09%. ~~Acquisition~~Integration and acquisition related costs related to the ~~pending~~Merger ~~acquisition~~and ofseverance ~~IPG~~ and other repositioning costs recorded in the ~~third~~first quarter of ~~2025~~2026 (see Notes 1 and 910 to the unaudited financial statements) reduced both operating income and EBITA by $9997.48 million, and reduced both operating margin and EBITA margin by 21.5%. ~~There~~Acquisition ~~were~~related nocosts ~~repositioning~~recorded ~~costs~~in orthe ~~acquisition~~first ~~related~~quarter ~~costs~~of 2025 reduced both operating income and EBITA by $33.8 million, and reduced both operating margin and EBITA margin by 0.9%. The effect on EBITA margin for assets held for sale or disposition for the three months ended ~~September 30~~March 31, ~~2024~~2026 and 2025 was 1.0% and 0.8%, respectively.

Operating income for the nine months ended September 30, 2025 decreased $167.4 million to $1,421.9 million, and operating margin decreased to 12.1% from 14.0% compared to the same period in 2024. EBITA for the nine months ended September 30, 2025 decreased $169.5 million to $1,485.0 million, and EBITA Margin decreased to 12.6% from 14.6%. Acquisition related costs related to the pending acquisition of IPG and repositioning costs recorded in the nine months ended September 30, 2025 (see Notes 1 and 9 to the unaudited financial statements) reduced both operating income and EBITA by $288.0 million, and reduced operating margin and EBITA margin by 2.5% for both nine-month periods. There were no acquisition related costs for the nine months ended September 30, 2024. The effect of the repositioning actions in the nine months ended September 30, 2024 reduced both operating income and EBITA by $57.8 million and decreased both operating margin and EBITA margin by 0.5%.

Net Interest Expense

Net interest expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 increased $242.86 million ~~and $4.4 million~~ period-over-period to $4372.20 million ~~and $113~~.3 ~~million, respectively.~~ Interest expense on debt for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~decreased~~increased $557.47 million period-over-period to $56113.28 million, asdue weto ~~have~~higher ~~cycled~~average ~~through~~long-term ~~the~~debt ~~effects~~balances ofresulting ~~our~~primarily ~~refinancing~~from ~~activities~~the inassumption ~~2024.~~of ~~Interest~~IPG’s ~~expense~~long-term on debt ~~for~~following the ~~nine~~merger, ~~months~~as ~~ended~~well ~~September 30,~~as ~~2025~~refinancing ~~increased~~activities ~~$2.1~~completed ~~million~~during ~~period-over-period~~the tofirst ~~$171.1~~quarter ~~million~~of 2026, ~~primarily~~which ~~related~~resulted toin aapproximately ~~higher~~$1 ~~weighted~~billion ~~average cost~~ of ~~debt~~incremental inlong-term ~~2025~~debt. Interest income in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 ~~decreased~~increased $~~8.8 million to $~~17.23 million ~~and $5.2 million~~ to $6847.80 million, ~~respectively,~~primarily ~~principally~~ due to ~~lower~~higher average cash balances ~~and lower interest rates~~.

Income Taxes

Our effective tax rate for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 ~~increased~~decreased period-over-period to 2826.59% from 2628.35%, primarily due to the non-deductibility of certain integration and acquisition related costs in connection with the ~~pending~~Merger ~~acquisition~~that ofimpacted ~~IPG (see Note 1 to~~ the ~~unaudited~~effective ~~consolidated~~tax ~~financial~~rate ~~statements)~~in 2025. The effective tax rate for ~~the~~2026 ~~nine~~reflects ~~months~~the ~~ended~~impact ~~September 30,~~of ~~2024,~~the ~~includes~~lower ~~the~~tax ~~favorable~~benefit ~~impact~~associated ~~from~~with ~~the~~severance ~~resolution~~and ofrepositioning ~~certain~~charges ~~non-U.S.~~and ~~tax~~IPG ~~positions~~acquisition ofrelated $7costs.~~5 million.~~

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

Net income - Omnicom Group Inc. in the three months ended ~~September~~March 3031, ~~2025~~2026 ~~decreased~~increased $44117.65 million to $~~341~~405.32 million from $~~385~~287.97 million. The period-over-period ~~decrease~~increase is due to the Merger with IPG and the factors described above. Diluted net income per share - Omnicom Group Inc. decreased to $1.7535 in the three months ended ~~September~~March 3031, ~~2025~~2026, from $1.9545 in the three months ended ~~September~~March 3031, ~~2024~~2025, ~~due~~based toon the factors described above, ~~partially~~and the Merger with IPG, offset by the impact of the ~~reduction~~increase in our weighted average shares of common ~~shares~~stock outstanding ~~resulting~~due ~~from~~to ~~repurchases~~the issuance of ~~our~~shares ~~common~~for ~~stock~~the IPG acquisition. For the three months ended ~~September~~March 3031, ~~2025~~2026, the impact of ~~the~~integration and acquisition related costs and severance and other repositioning costs (see Notes 1 and 910 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc. by $7977.26 million and diluted net income per share - Omnicom Group Inc. by $0.4126. For the three months ended March 31, 2025, acquisition related costs reduced net income - Omnicom Group Inc. by $32.7 million and diluted net income per share - Omnicom Group Inc. by $0.17.

~~Net~~The ~~income~~effect of after-tax ~~Omnicom~~amortization ~~Group~~principally ~~Inc. in the nine months ended September 30, 2025 decreased $146.0 million to $886.6 million~~ from ~~$1,032.6~~acquired ~~million.~~intangible ~~The~~assets ~~period-over-period~~and ~~decrease~~internally isdeveloped ~~due~~strategic toplatform ~~the~~assets ~~factors~~decreased ~~described~~diluted ~~above. Diluted~~ net income per share -by ~~Omnicom Group Inc. decreased to~~ $40.5129 infor the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 ~~from~~and $50.1908 infor the ~~nine~~three months ended ~~September~~March 3031, 2024, due to the factors described above, partially offset by the impact of the reduction in our weighted average common shares outstanding resulting from the repurchases of our common stock. For the nine months ended September 30, 2025~~, the impact of the acquisition related costs and repositioning costs (see Notes 1 and 9 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc~~. by $240.7 million and diluted net income per share - Omnicom Group Inc. by $1.23. For the nine months ended September 30, 2024, the impact of repositioning costs reduced net income - Omnicom Group Inc. by $42.9 million and diluted net income per share - Omnicom Group Inc. by $0.22.

The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended September 30, 2025 and 2024 and by $0.24 for each of the nine months ended September 30, 2025 and 2024.26

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 excludes 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 allows for comparability between the periods presented. We also use constant currency growth as an additional operating performance measure. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. 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:

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
Net Income - Omnicom Group Inc.	$	~~341~~405.32		$	~~385~~287.97		$	~~886.6~~		$	~~1,032.6~~
Net Income Attributed To Noncontrolling Interests	1913.15			2415.07			~~55.0~~			~~62.5~~
Net Income	~~360~~418.47			~~409~~303.94			~~941.6~~			~~1,095.1~~
Income From Equity Method Investments	5.8			0.4			6.5			4.6
Income (Loss) From Equity Method Investments	(0.9)			0.9
Income Tax Expense	~~132~~154.36			~~150~~120.27			~~373.5~~			~~389.9~~
Income Before Income Taxes and Income From Equity Method Investments	486.9			559.7			1,308.6			1,480.4
Income Before Income Taxes and Income (Loss) From Equity Method Investments	574.2			423.2
Interest Expense	60119.40			6659.41			~~182.1~~			~~182.9~~
Interest Income	1747.20			2629.07			~~68.8~~			~~74.0~~
Operating Income	~~530~~646.12			~~600~~452.16			~~1,421.9~~			~~1,589.3~~
Add back: Amortization of acquired intangible assets and internally developed strategic platform assets	21.5			22.2			63.1			65.2
Add back: Amortization principally from acquired intangible assets and internally developed strategic platform assets	117.4			21.8
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)	$	~~551~~763.6		$	~~622~~474.34		$	~~1,485.0~~		$	~~1,654.5~~
Revenue	$	46,~~037~~242.19		$	3,~~882~~690.64		$	~~11,743.1~~		$	~~11,366.9~~
EBITA	$	~~551~~763.6		$	~~622~~474.34		$	~~1,485.0~~		$	~~1,654.5~~
EBITA Margin	1312.72		%	1612.09		%	~~12.6~~		%	~~14.6~~		%

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, ~~and~~ 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 $~~540~~1.21 ~~million~~billion. Our liquidity sources fund our non-discretionary cash requirements and our discretionary spending.

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 $~~932~~2,593.90 million from December 31, ~~2024~~2025. During the first ~~nine~~three months of ~~2025~~2026, we used $99553.2 million of cash in operating activities, which included the use for operating capital of $1.42 billion, primarily related to our typical working capital cycle. Discretionary spending for the first ~~nine~~three months of ~~2025~~2026 was $~~963~~3.51 ~~million~~billion, compared to $1253.97 ~~billion~~million for the first ~~nine~~three months of ~~2024, which included $900~~2025.9 ~~million for acquisition of businesses and interests in affiliates, net of cash acquired.~~ Discretionary spending for the first ~~nine~~three months of ~~2025~~2026 was comprised of capital expenditures of $~~110~~61.72 million, dividends paid to common shareholders of $~~413~~251.97 million, dividends paid to shareholders of noncontrolling interests of $5712.1 million, repurchases of our common stock, ~~net~~including ofshares ~~proceeds~~purchased ~~from~~pursuant ~~vesting~~to ofthe ~~restricted~~accelerated stock ~~awards~~repurchase ~~and~~program, ~~related tax benefits and common stock sold under our employee stock purchase plan~~ of $~~294~~2,761.18 million, ~~the~~net ~~acquisition~~ of ~~additional~~proceeds ~~shares~~from ofvesting ~~noncontrolling interests, and payment~~ of ~~contingent~~restricted ~~purchase~~stock ~~price~~awards ~~obligations of $87.7 million. Based on past performance~~ and ~~current~~related ~~expectations,~~tax ~~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~~benefits. InThe ~~addition, and over the longer term, our Credit Facility is available to fund our working capital and contractual obligations.~~

acquisition of additional shares of noncontrolling interests and payment of contingent purchase price obligations was $16.3 million. Based on past performance and current expectations, we believe that net cash provided by operating activities and cash and cash equivalents will be sufficient to meet our non-discretionary cash requirements for the next twelve months. In addition, and over the longer term, our Credit Facility and access to capital markets are available to fund our working capital, contractual obligations and discretionary spending, including share repurchases.

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. These arrangements require each treasury center to have its own notional pool account and to maintain a positive notional balance. Additionally, under the terms of the arrangement, set-off of foreign exchange positions are limited to the long and short positions within their own account. We may also use multi-entity notional cash pooling arrangements with banks instead of treasury centers to manage our liquidity requirements. In these pooling arrangements, certain legal entities agree with a single bank that the cash balances of any of the entities with the bank will be subject to a full right of set-off against amounts other entities owe the bank, and the bank provides for overdrafts as long as the net balance for all entities does not exceed an agreed-upon level. To the extent that our treasury centers require liquidity, they can issue up to a total of $3.0 billion of U.S. Dollar-denominated commercial paper, issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program, or borrow under the Credit Facility, or the uncommitted credit lines. This process enables us to manage our debt more efficiently and utilize our cash more effectively, as well as manage our risk to foreign exchange rate imbalances. In countries where we either do not conduct treasury operations or it is not feasible for one of our treasury centers to fund net borrowing requirements on an intercompany basis, we arrange for local currency uncommitted credit lines. We have a policy governing counterparty credit risk with financial institutions that hold our cash and cash equivalents, and we have deposit limits for each institution. In countries where we conduct treasury operations, generally the counterparties are either branches or subsidiaries of institutions that are party to the Credit Facility. These institutions generally have credit ratings better than or equal to our credit ratings.

28At March 31, 2026, our foreign subsidiaries held approximately $2.5 billion of our total cash and cash equivalents of $4.3 billion. Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.

~~regional~~As ~~treasury~~of ~~center.~~March 31, ~~Treasury~~2026, ~~centers~~our ~~with~~net ~~excess~~debt ~~cash~~position, ~~invest~~which onwe adefine ~~short-term~~as ~~basis~~total ~~with third parties~~debt, ~~with~~including ~~maturities~~short-term ~~generally~~debt, ~~ranging~~less ~~from overnight to 90 days. Certain treasury centers have notional pooling arrangements that are used to manage their~~ cash and ~~set-off~~cash ~~foreign~~equivalents, ~~exchange~~increased ~~imbalances~~$3.5 ~~The~~billion ~~arrangements require each treasury center~~ to ~~have~~$5.8 ~~its~~billion ~~own~~from ~~notional~~December 31, ~~pool~~2025. ~~account~~The ~~and~~increase toin ~~maintain~~net adebt ~~notional~~primarily ~~positive~~resulted ~~account~~from ~~balance. Additionally, under~~ the ~~terms~~issuance of ~~the~~our ~~arrangement,~~$400 ~~set-off~~million ofaggregate ~~foreign~~principal ~~exchange~~amount ~~positions~~of ~~are limited to the long and short positions within their own account~~4.200% ToSenior ~~the~~Notes ~~extent~~due ~~that our treasury centers require liquidity~~2029, ~~they~~$700 ~~can~~million ~~issue~~aggregate upprincipal toamount ~~a total~~ of ~~$2 billion of U~~5.S.000% ~~Dollar-denominated~~Senior ~~commercial~~Notes ~~paper~~due 2033 and ~~issue up to the equivalent of~~ $~~500~~600 million inaggregate ~~British~~principal ~~Pounds~~amount orof ~~Euro under a Euro commercial paper program, or borrow under the Credit Facility, or the uncommitted credit lines~~5.300% ~~This~~Senior ~~process~~Notes ~~enables~~due ~~us to manage our debt more efficiently and utilize our cash more effectively~~2036, as well as ~~manage~~the ~~our~~issuance ~~risk~~of toour ~~foreign~~€600 ~~exchange~~million ~~rate~~aggregate ~~imbalances.~~principal Inamount ~~countries~~of ~~where~~3.850% weSenior ~~either~~Notes dodue ~~not~~2034. ~~conduct~~We ~~treasury~~used ~~operations~~some ~~or it is not feasible for one~~ of ~~our~~the ~~treasury~~proceeds ~~centers~~ to ~~fund~~pay ~~net~~down ~~borrowing~~our ~~requirements~~$1.4 onbillion an3.600% ~~intercompany~~Senior ~~basis,~~Notes wedue ~~arrange for local currency uncommitted credit lines~~2026. WeNet ~~have~~debt awas ~~policy~~also ~~governing~~impacted ~~counterparty~~by ~~credit~~the ~~risk~~use ~~with~~of ~~financial institutions that hold our~~ cash ~~and~~of ~~cash~~$553.2 ~~equivalents,~~million ~~and we have deposit limits~~ for ~~each~~operating ~~institution. In countries where we conduct treasury operations~~activities, ~~generally~~which included the ~~counterparties~~use ~~are~~for ~~either~~operating ~~branches~~capital ~~or subsidiaries~~ of ~~institutions that are party to the Credit Facility~~$1.2 ~~These~~billion, ~~institutions~~primarily ~~generally~~related ~~have credit ratings equal~~ to ~~or better than~~ our ~~credit~~typical ~~ratings.~~working Incapital ~~countries~~requirements ~~where~~during wethe doperiod ~~not~~and ~~conduct~~other ~~treasury~~non-discretionary ~~operations, all cash~~ and ~~cash~~discretionary ~~equivalents~~spending ~~are~~of ~~held~~$3.1 bybillion, ~~counterparties~~as ~~that~~discussed ~~meet specific minimum credit standards~~above.

Net debt:

At September 30, 2025, our foreign subsidiaries held approximately $1.8 billion of our total cash and cash equivalents of $3.4 billion. Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.


	March 31, 2026		December 31, 2025		March 31, 2025
Short-term debt	$	67.4	$	62.0	$	19.1
Long-term debt, including current portion	9,977.5		9,054.5		6,116.5
Total debt	10,044.9		9,116.5		6,135.6
Less: Cash and cash equivalents	4,288.1		6,881.1		3,378.3

Net debt	$	5,756.8	$	2,235.4	$	2,757.3

At September 30, 2025, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $1.2 billion to $2.9 billion from December 31, 2024. The increase in net debt primarily resulted from the use of cash of $99.2 million for operating activities, which included the use for operating capital of $1.4 billion, primarily related to our typical working capital requirement during the period and discretionary spending of $963.5 million, as discussed above.

	September 30, 2025		December 31, 2024		September 30, 2024
Short-term debt	$	24.1	$	21.3	$	16.9
Long-term debt, including current portion	6,275.2		6,035.3		6,930.1
Total debt	6,299.3		6,056.6		6,947.0
Less: Cash and cash equivalents	3,406.5		4,339.4		3,533.9
Net debt	$	2,892.8	$	1,717.2	$	3,413.1

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

~~Our~~On March 2~~.45%~~, ~~Senior~~2026, ~~Notes~~Omnicom ~~due~~closed ~~2030,~~its public offering of $400 million aggregate principal amount of 4.20200% Senior Notes due ~~2030~~2029, 2$700 million aggregate principal amount of 5.60000% Senior Notes due ~~2031~~2033 and $600 million aggregate principal amount of 5.30300% Senior Notes due ~~2034~~2036. ~~are~~In ~~senior~~addition, ~~unsecured~~on ~~obligations~~March 2, 2026, Omnicom Finance Holdings plc ("OFH"), a U.K.-based wholly owned subsidiary of Omnicom, ~~that~~closed ~~rank~~its ~~equal~~public inoffering ~~right~~of €600 million aggregate principal amount of ~~payment~~3.850% ~~with~~Senior ~~all~~Notes ~~existing~~due 2034, which notes are fully and ~~future~~unconditionally ~~unsecured~~guaranteed ~~senior~~by ~~indebtedness~~Omnicom. Omnicom used a portion of the net proceeds to repay its

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.60% Senior Notes due April 2026, accordingly it has been reclassified to current liabilities on the balance sheet. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans, or advances. Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.28

Omnicom and OCI have, jointly and severally, fully, and unconditionally guaranteed the obligations of Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the €500 million 0.80% Senior Notes due 2027 and the €500 million $1.~~40%~~4 ~~Senior~~billion ~~Notes due 2031, and Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect to the €600 million~~ 3.70600% Senior Notes due ~~2032~~2026, ~~collectively~~which ~~the~~were ~~Euro~~fully ~~Notes.~~redeemed ~~OFH’s~~at ~~assets~~par ~~consist~~on ofMarch ~~its investments in several wholly owned finance companies that function as treasury centers~~31, ~~providing funding for various operating companies in Europe, Australia, and other countries in the Asia-Pacific region~~2026. ~~The~~Omnicom ~~finance~~intends ~~companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made~~ to ~~the~~use ~~operating companies in their respective regions and~~ the ~~related~~remaining ~~interest~~proceeds ~~receivable.~~for ~~There~~general ~~are~~corporate ~~no restrictions on the ability of Omnicom, OCI or OFH to obtain funds from their subsidiaries through dividends, loans, or advances~~purposes. ~~The Euro Notes and the related guarantees are senior~~

29Omnicom fully and unconditionally guaranteed the obligations of OFH with respect to the €500 million 0.800% Senior Notes due 2027, the €500 million 1.400% Senior Notes due 2031, the €600 million 3.700% Senior Notes due 2032, and the €600 million 3.850% Senior Notes due 2034 (collectively the "Euro Notes"). OFH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, Australia, and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom or OFH to obtain funds from their subsidiaries through dividends, loans, or advances. The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and Omnicom, respectively.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, or ("OCH"), a U.K.-based wholly owned subsidiary of Omnicom, with respect to the £325 million 2.250% Senior Notes due 2033, (the "Sterling Notes"). OCH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in EMEA, Australia, and other countries in the Asia-Pacific region. 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 ~~OFH~~OCH and ~~each of~~ Omnicom ~~and OCI~~, ~~as applicable~~respectively.

~~Omnicom~~The ~~has~~Credit ~~fully~~Facility ~~and~~has ~~unconditionally~~a ~~guaranteed~~financial ~~the~~covenant ~~obligations~~that ofrequires ~~Omnicom~~us ~~Capital~~to ~~Holdings~~maintain ~~plc, or OCH,~~ a ~~U.K.-based~~Leverage ~~wholly~~Ratio ~~owned subsidiary~~ of ~~Omnicom,~~consolidated ~~with~~indebtedness ~~respect~~ to ~~the~~consolidated ~~£325~~EBITDA ~~million~~(earnings ~~2.25%~~before ~~Senior Notes due 2033~~interest, ~~or the Sterling Notes. OCH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers~~taxes, ~~providing funding for various operating companies in EMEA~~depreciation, ~~Australia,~~amortization and ~~other countries in the Asia~~non-~~Pacific~~cash ~~region.~~charges) ~~The finance companies’ assets consist~~ of ~~cash~~no ~~and~~more ~~cash~~than ~~equivalents~~3.5 ~~and~~times ~~intercompany~~for ~~loans~~the ~~that~~most ~~they~~recently ~~make~~ended or12-month ~~have~~period. ~~made~~At toMarch 31, ~~the~~2026, ~~operating~~we ~~companies~~were in ~~their~~compliance ~~respective~~with ~~regions~~this ~~and~~covenant ~~the~~as ~~related~~our ~~interest~~Leverage ~~receivable.~~Ratio, ~~There~~computed ~~are~~in noaccordance ~~restrictions~~with on the ~~ability~~terms of ~~Omnicom~~the ~~or OCH to obtain funds from their subsidiaries through dividends~~facility, ~~loans,~~was or2.5 ~~advances~~times. The ~~Sterling~~Credit ~~Notes~~Facility ~~and~~does ~~the~~not ~~related~~limit ~~guarantee~~our ~~are~~ability ~~senior~~to ~~unsecured~~declare ~~obligations~~or ~~that~~pay ~~rank~~dividends ~~equal~~or inrepurchase ~~right~~our ofcommon ~~payment with all existing and future unsecured senior indebtedness of OCH and Omnicom, respectively~~stock.

~~The~~At ~~Credit~~March 31, ~~Facility~~2026, ~~has~~our along-term ~~financial~~and ~~covenant~~short-term ~~that~~debt ~~requires~~was usrated toBBB+ ~~maintain~~and aA2 ~~Leverage~~by ~~Ratio~~S&P ofand ~~consolidated~~Baa1 ~~indebtedness~~and toP2 ~~consolidated~~by ~~EBITDA~~Moody’s. ~~(earnings~~Our ~~before~~access ~~interest,~~to ~~taxes,~~the ~~depreciation,~~commercial ~~amortization~~paper market and ~~non-cash~~the ~~charges)~~cost of noany ~~more~~issuances ~~than~~are ~~3.5~~affected ~~times~~by ~~for~~market ~~the~~conditions ~~most~~and ~~recently~~our ~~ended~~credit ~~12-month period~~ratings. AtThe ~~September 30,~~long-term ~~2025,~~debt weindentures ~~were~~and inthe ~~compliance~~Credit ~~with~~Facility ~~this~~do ~~covenant~~not ascontain ~~our~~provisions ~~Leverage~~that ~~Ratio~~require ~~was~~acceleration ~~2.6~~of ~~times.~~cash ~~The~~payments ~~Credit~~in ~~Facility~~the ~~does~~event ~~not~~of ~~limit~~a ~~our~~downgrade ~~ability~~in ~~to declare or pay dividends or repurchase~~ our ~~common~~credit ~~stock~~ratings.

At September 30, 2025, our long-term and short-term debt was rated BBB+ and A2 by S&P and Baa1 and P2 by Moody’s. Our access to the commercial paper market and the cost of these borrowings are affected by market conditions and our credit ratings. The long-term debt indentures and Credit Facility do not contain provisions that require acceleration of cash payments in the event of a downgrade in our credit ratings.

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 56 to the unaudited 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. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, there were no drawings under the Credit Facility and no commercial paper issuances outstanding at quarter-end; however, commercial paper was issued and repaid during the period as described below. There were no draws under the Credit Facility or commercial paper issuances during the three months ended March 31, 2025.

Commercial paper activity was (dollars in millions):


	Three Months Ended March 31,
	2026			2025
Average amount outstanding during the quarter	$	261.8		$	—
Maximum amount outstanding during the quarter	632.6			$	—


Amount outstanding at the end of the quarter	$	—		$	—
Weighted average maturity days	28.3			—
Weighted average interest rate	3.88		%	—		%

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.

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 2.62% of revenue for the twelve months ended ~~September~~March 3031, ~~2025~~2026. However, during periods of economic downturn, the credit profiles of our clients could change.

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 ~~position~~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.

CRITICAL ACCOUNTING ESTIMATES

For a more complete understanding of our accounting estimates and policies, the unaudited consolidated financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, readers are encouraged to consider this information together with our discussion of our critical accounting policies under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2024~~2025 10-K.

Acquisitions and Goodwill

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

Our acquisition strategy is focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of our various strategic business platforms and agency brands through the expansion of their geographic reach or their service capabilities to better serve our clients. Additional key factors we consider include the competitive position and specialized know-how of the acquisition targets. Accordingly, as is typical in most service businesses, a substantial portion of the assets we acquire are intangible assets, primarily consisting of the know-how of the personnel, which is treated as part of goodwill and is not required to be valued separately under U.S. 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. In valuing these identified intangible assets, we typically use an income approach and consider comparable market participant measurements.

We evaluate goodwill for impairment annually at May 1 each year and whenever events or circumstances indicate the carrying value may not be recoverable. Under FASB ASC Topic 350, Intangibles - Goodwill and Other, we have the option of either assessing qualitative factors to determine whether it is more-likely-than-not that the carrying value of our reporting units exceeds their respective fair value (Step 0) or proceeding directly to the quantitative goodwill impairment test. While there were no trigger events that required us to perform a quantitative test, we performed the annual quantitative impairment test and compared the fair value of each of our reporting units to its respective carrying value, including goodwill. Effective January 1, 2025, we formed Omnicom Advertising Group (OAG), which aligned all of our creative advertising networks under one segment manager. We identified our regional reporting units as components of our operating segments, which are our four global agency networks. The regional reporting units and practice areas monitor performance and are responsible for the agencies in their region. They report to the segment managers and facilitate the administrative and logistical requirements of our key client matrix organization structure for delivering services to clients in their regions. We have concluded that for each of our operating segments, their regional reporting units have similar economic characteristics and should be aggregated for purposes of testing goodwill for impairment at the operating segment level. Our conclusion was based on a detailed analysis of the aggregation criteria set forth in FASB ASC Topic 280, Segment Reporting, and in FASB ASC Topic 350. Consistent with our fundamental business strategy, the agencies within our regional reporting units serve similar clients in similar industries, and in many cases the same clients. In addition, the agencies within our regional reporting units have similar economic characteristics, and the employees share similar skill sets. The main economic components of each agency are employee compensation and related costs, and direct service costs and occupancy and other costs, which include rent and occupancy costs, technology costs that are generally limited to personal computers, servers and off-the-shelf software and other overhead expenses. Finally, the expected benefits of our acquisitions are typically shared by multiple agencies in various regions as they work together to integrate the acquired agency into our virtual client network strategy.

Goodwill Impairment Review - Estimates and Assumptions

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

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

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

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

When performing the annual impairment test as of May 1, 2025 and estimating the future cash flows of our reporting units, we considered the current macroeconomic environment, as well as industry and market specific conditions in 2025. In the first half of 2025, our organic revenue increase was 3.2%, which excluded our net disposition activity and the impact from changes in foreign exchange rates. There were no events through September 30, 2025 that would change our impairment assessments.

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

Our four reporting units vary in size with respect to revenue and the amount of debt allocated to them. These differences drive variations in fair value among our reporting units. In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds book value among the reporting units. The goodwill balances and debt vary by reporting unit primarily because some legacy agency networks were acquired at the formation of Omnicom and were accounted for as a pooling of interests that did not result in any additional debt or goodwill being recorded. The remaining agency networks were built through a combination of internal growth and acquisitions that were accounted for using the acquisition method and as a result, they have a relatively higher amount of goodwill and debt. Finally, the allocation of goodwill when components are transferred between reporting units is based on relative fair value at the time of transfer.

Goodwill Impairment Review - Conclusion

Based on the results of our impairment test, we concluded that our goodwill as of May 1, 2025 was not impaired, because the fair value of each of our reporting units was in excess of its respective net book value. For our reporting units with negative book value, we concluded that the fair value of their total assets was in excess of book value of total assets. The minimum decline in fair value that one of our reporting units would need to experience in order to fail the goodwill impairment test was approximately 46%. Notwithstanding our belief that the assumptions we used for WACC and long-term growth rate in our impairment testing were reasonable, we performed a sensitivity analysis for each reporting unit. The results of this sensitivity analysis on our impairment test as of May 1, 2025 revealed that if the WACC increased by 1% and/or the long-term growth rate decreased by 1%, the fair value of each of our reporting units would continue to be in excess of its respective net book value and would pass the impairment test.

We will continue to perform our impairment test at May 1 each year, unless events or circumstances trigger the need for an interim impairment test. The estimates used in our goodwill impairment test do not constitute forecasts or projections of future results of operations, but rather are estimates and assumptions based on historical results and assessments of macroeconomic factors affecting our reporting units as of the valuation date. We believe that our estimates and assumptions are reasonable, but they are subject to change from period to period. Actual results of operations and other factors will likely differ from the estimates used in our discounted cash flow valuation, and it is possible that differences could be significant. A change in the estimates we use could result in a decline in the estimated fair value of one or more of our reporting units from the amounts derived as of our latest valuation and could cause us to fail our goodwill impairment test if the estimated fair value for the reporting unit is less than the carrying value of the net assets of the reporting unit, including its goodwill. A large decline in estimated fair value of a reporting unit could result in a non-cash impairment charge and may have an adverse effect on our results of operations and financial condition.

ITEM 3. 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. Our ~~2024~~2025 10-K provides a detailed discussion of the market risks affecting our operations. No material change has occurred in our market risks since the disclosure contained in our 2025 10-K. Note 15 to the unaudited consolidated financial statements provides a discussion of our foreign currency derivatives and cross currency swaps as of March 31, 2026.

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material change has occurred in our market risks since the disclosure contained in our 2024 10-K. Note 13 to the unaudited consolidated financial statements provides a discussion of our foreign currency derivatives and cross currency swaps as of September 30, 2025.

ITEM 4. 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 ~~September~~March 3031, ~~2025~~2026. Based on that evaluation, our CEO and CFO concluded that, as of ~~September~~March 3031, ~~2025~~2026, 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 Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2025~~2026 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 ~~September~~March 3031, ~~2025~~2026. 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 our ~~2024~~2025 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A in our ~~2024~~2025 10-K~~, as updated by the risk factors disclosed in our quarterly report on Form 10-Q for the quarterly period ended March 31, 2025~~.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common stock repurchases during the three months ended March 31, 2026:

Period	Total Number ofShares Purchased	Average Price PaidPer Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or ~~Programs~~Programs1	~~Maximum~~Approximate ~~Numberof~~Dollar Value (in Millions) of Shares that MayYet Be Purchased Under the Plans or Programs
July 1 - July 31, 2025	1,214,539	$	72.54	—	—
January 1 - January 31, 2026	2,776,985	$	79.14	—	—
August 1 - August 31, 2025	12,714	75.88		—	—
February 1 - February 28, 2026	25,517,507	80.64		24,709,660	3,000
September 1 - September 30, 2025	—	—		—	—
March 1 - March 31, 2026	249	75.64		—	3,000
	1,227,253	$	72.57	—	—
Total	28,294,741	$	80.50	24,709,660

~~During~~1) ~~the~~On ~~three~~February ~~months ended September 30~~18, ~~2025~~2026, weOmnicom ~~purchased~~announced ~~958,903~~that ~~shares~~its Board of ~~our~~Directors ~~common~~had ~~stock~~approved ~~for~~a ~~general~~share ~~corporate~~repurchase ~~purposes~~program into ~~the~~repurchase ~~open~~up ~~market,~~to ~~including~~$5.0 billion ~~under~~of athe ~~plan~~Company's ~~meeting~~common ~~the~~stock ~~requirements~~as part of ~~Rule~~the ~~10b5-1~~Company's ~~under~~capital ~~the~~allocation ~~Exchange~~strategy. ~~Act,~~Pursuant ~~and~~to wethis ~~withheld 268~~authorization,~~350~~ ~~shares~~we ~~from~~also ~~employees~~entered tointo ~~satisfy~~an ~~estimated~~accelerated ~~statutory~~share ~~income~~repurchase ~~tax~~program ~~obligations~~to ~~related~~repurchase toapproximately ~~vesting~~$2.5 billion of ~~restricted~~our common stock. ~~awards~~Under ~~and~~the ~~stock~~share ~~option~~repurchase ~~exercises.~~program, ~~The~~repurchases ~~value~~can be made from time to time using a variety of ~~the~~methods, ~~common~~which ~~stock~~may ~~withheld~~include ~~was~~open ~~based~~market onpurchases, ~~the~~privately ~~closing~~negotiated ~~price~~transactions ofor ~~our~~otherwise, ~~common~~all ~~stock~~in onaccordance ~~the~~with applicable ~~vesting~~SEC orand ~~exercise~~other ~~date~~legal requirements. ~~There~~The ~~were~~specific notiming, ~~unregistered~~price ~~sales~~and size of ~~equity~~purchases ~~securities~~will ~~during~~depend ~~the~~on ~~three~~prevailing ~~months~~stock ~~ended~~prices, ~~September 30~~general economic and market conditions, ~~2025~~and other considerations.

During the three months ended March 31, 2026, we purchased 28,280,046 shares under the accelerated share repurchase program and under a plan meeting the requirements of Rule 10b5-1 under the Exchange Act, Additionally, we withheld 14,695 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. There were no unregistered sales of equity securities during the three months ended March 31, 2026.

Item 5. Other Information

During the quarter ended ~~September~~March 3031, ~~2025~~2026, none of ~~the~~our ~~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.

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Item 6. Exhibits

4.1			Indenture, dated as of March 2, 2026, between 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. 001-10551) filed on March 2, 2026 (the “March 2, 2026 8-K”) and incorporated herein by reference).
4.2			First Supplemental Indenture, dated as of March 2, 2026, between Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.2 to the March 2, 2026 8-K and incorporated herein by reference).
4.3			Second Supplemental Indenture, dated as of March 2, 2026, between Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.3 to the March 2, 2026 8-K and incorporated herein by reference).
4.4			Form of 4.200% Senior Notes due 2029 (Exhibit 4.4 to the March 2, 2026 8-K and incorporated herein by reference).
4.5			Form of 5.000% Senior Notes due 2033 (Exhibit 4.5 to the March 2, 2026 8-K and incorporated herein by reference).
4.6			Form of 5.300% Senior Notes due 2036 (Exhibit 4.6 to the March 2, 2026 8-K and incorporated herein by reference).
4.7			Form of 3.850% Senior Notes due 2034 (Exhibit 4.7 to the March 2, 2026 8-K and incorporated herein by reference).
10.1			Employment Agreement dated as of November 26, 2025 by and between Omnicom Group Inc. and Philippe Krakowsky.
10.2			Letter Agreement dated as of November 26, 2025 by and between Omnicom Group Inc. and Philippe Krakowsky.
10.3			2026 Incentive Award Plan - Restricted Stock Unit Agreement - Form of Grant Notice and Agreement
10.4			2026 Incentive Award Plan - Option Agreement - Form of Grant Notice and Agreement
10.5			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).
31.1			Certification of the Chairman and Chief Executive Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2			Certification of the 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.
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)

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements 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.
Date:	~~October~~April 2229, ~~2025~~2026	/s/ PHILIP J. ANGELASTRO
		Philip J. AngelastroExecutive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

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