UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2025

OMNICOM GROUP INC.

(Exact name of registrant as specified in its charter)

New York

1-10551

13-1514814

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


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

(212) 415-3600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.15 per share	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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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. ☐

Item 7.01.

Regulation FD Disclosure.

On December 1, 2025, Omnicom Group Inc. (the “Company” or “Omnicom”) issued a press release regarding its strategy and executive leadership following its acquisition of The Interpublic Group of Companies, Inc. (“Interpublic”), which included the following discussion of key upcoming milestones.

Key Upcoming Milestones

In the weeks leading up to the close of the transaction, Omnicom engaged directly with many of its largest clients. These early conversations reinforced the strength of its strategy, and Omnicom has been pleased with the overwhelmingly positive feedback. The Company will continue to partner with its clients over the coming weeks to ensure a seamless transition, continuity of service, and accelerated delivery of its combined capabilities.

Omnicom looks forward to a number of near-term milestones where it will bring the Company’s strategy and competitive edge to life:

•

CES 2026: In January, Omnicom will meet with hundreds of its clients, employees, and technology partners and unveil the new Omnicom, along with the launch of the next generation of Omni, at the 2026 Consumer Electronics Show in Las Vegas, Nevada.

•

Year-End Earnings: Omnicom will announce its year-end earnings in February 2026, which will include an update on its integration and synergy expectations.

•

Investor Day: Omnicom will schedule an investor day shortly after its year-end results, further details to be provided. At that time, the Company will provide an update on the Board’s evaluation of its capital allocation strategy, including an increase in its share repurchase program.

As a reflection of its confidence in the Company’s durable cash generation and synergy capture, the Company increased its dividend to $0.80 per outstanding share of common stock on November 26, 2025.

The information furnished pursuant to Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, Omnicom or its 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 Omnicom’s management as well as assumptions made by, and information currently available to, Omnicom’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 of Omnicom’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include:

•

risks relating to the incurrence of significant costs in connection with the recently completed merger of Omnicom and Interpublic and the post-merger integration of the companies; litigation risks relating to the merger; the business and operations of both companies may not be integrated successfully in the expected time frame; the merger may result in a loss of both companies’ clients, service providers, vendors, joint venture participants and other business counterparties; and the combined company may fail to realize all or some of the anticipated benefits of the merger or fail to effectively manage its expanded operations;

•

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 Omnicom’s major markets, labor and supply chain issues affecting the distribution of clients’ products, or a disruption in the credit markets;

•

international, national or local economic conditions that could adversely affect Omnicom or its 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 ability 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 Intelligence (AI) technologies and related partnerships;

•

changes in legislation or governmental regulations affecting Omnicom or its clients;

•

risks associated with assumptions Omnicom makes in connection with acquisitions, critical accounting estimates and legal proceedings;

•

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

•

other business, financial, operational and legal risks and uncertainties detailed from time to time in Omnicom’s Securities and Exchange Commission (“SEC”) filings.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect Omnicom’s business, including those described in Omnicom’s Annual Report on Form 10-K and in other documents filed from time to time with the SEC. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, Omnicom undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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 hereunto duly authorized.

OMNICOM GROUP INC.

Date: December 1, 2025

/s/ Louis F. Januzzi

Louis F. Januzzi

Senior Vice President, General Counsel and Secretary

OMNICOM GROUP INC. 8-K