OMNICOM GROUP INC.

Omnicom Group Inc. is a strategic holding company that operates through global networks, connected capabilities and specialized agencies, delivering marketing, sales, communications, and commerce services to many of the largest global companies. The company's products and service offerings support client objectives across primary focus areas including media, content, commerce, generative AI, and branding communications. Omnicom's agencies integrate data, creativity, and technology to deliver coordinated marketing, communications, and commerce solutions, supported by the integrated technology platform Omni, which includes Acxiom, Interact, and Flywheel Commerce Cloud, as well as privacy-focused identity and data management capabilities. The company's geographic markets include the Americas, which encompasses North America and Latin America, Europe, the Middle East and Africa (EMEA), and Asia-Pacific. Global economic conditions and disruptions have a direct impact on the business and financial performance, with adverse conditions posing a risk that clients may reduce, postpone or cancel spending on marketing and communications services.

Omnicom operates in a highly competitive industry where key competitive considerations for retaining existing clients and winning new clients include the ability to develop solutions that meet client needs in a rapidly changing environment, the quality and effectiveness of services, and the ability to serve clients efficiently, particularly large multinational clients, on a broad geographic basis. The company's largest client represented 2.4% of revenue in 2025 and was served by approximately 144 of its agencies, while the 100 largest clients represented approximately 54% of revenue and were each served, on average, by approximately 55 of its agencies. The company believes its client matrix organization structure approach to collaboration and integration of services and solutions has provided a competitive advantage in the past and is expected to continue over the medium and long term. The overarching strategy is to continue to use Client Success Leaders (CSLs) to grow business relationships with the largest clients by serving them across networks, agencies and geographies.

Omnicom generates revenue primarily from the planning and execution of advertising, marketing, and communications services across seven fundamental disciplines: Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support. Revenue is recognized when a customer obtains control and receives the benefit of the promised goods or services in an amount that reflects the consideration expected in exchange. Client contracts are primarily fees for service on a rate per hour or per project basis, with a substantial portion of revenue recognized over time as services are performed. The company's business model is client-centric, requiring multiple agencies and disciplines to collaborate in formal client networks such as CSLs and the Global Growth Team (GGT), as well as informal virtual client networks, resulting in a client matrix organization structure. The company pursues selective acquisitions of complementary companies with strong entrepreneurial management teams that could fill gaps in service delivery to existing clients.

Media & Advertising, which includes strategic media planning, buying and optimization, data and analytics, creative services, and content production, generated revenue of $10,015.9 million ¹ in 2025, representing 58.0% ² of total revenue, compared to $8,656.1 million ³ in 2024. Precision Marketing, which includes technology and digital transformation consulting, decision sciences, digital experience design, customer relationship management, and e-commerce and enterprise platforms, generated revenue of $1,938.5 million ⁴ in 2025, representing 11.2% ⁵ of total revenue, compared to $1,776.3 million ⁶ in 2024. Public Relations services, including corporate communications, crisis management, public affairs and media relations, generated revenue of $1,613.6 million ⁷ in 2025, representing 9.3% ⁸ of total revenue, compared to $1,640.8 million ⁹ in 2024. Healthcare, which includes corporate communications and advertising and media services to global healthcare and pharmaceutical companies, generated revenue of $1,379.9 million ¹⁰ in 2025, representing 8.0% ¹¹ of total revenue, compared to $1,337.1 million ¹² in 2024. Branding & Retail Commerce, including brand and product consulting, strategy and research, and retail marketing, generated revenue of $617.6 million ¹³ in 2025, representing 3.6% ¹⁴ of total revenue, compared to $726.4 million ¹⁵ in 2024. Experiential marketing services, including live and digital events and experience design and execution, generated revenue of $862.7 million ¹⁶ in 2025, representing 5.0% ¹⁷ of total revenue, compared to $719.5 million ¹⁸ in 2024. Execution & Support, including field marketing, sales support, digital and physical merchandising, point-of-sale and product placement, generated revenue of $843.7 million ¹⁹ in 2025, representing 4.9% ²⁰ of total revenue, compared to $832.9 million ²¹ in 2024.

The company's global networks include Omnicom Advertising (OA), which includes creative brands BBDO, TBWA, and McCann acquired from IPG, and the brands included within the Advertising Collective. Omnicom Media (OM) includes OMD, PHD, Hearts & Sciences, as well as UM, Acxiom, Initiative and Mediahub, which were acquired from IPG. The DAS Group of Companies (DAS) includes Omnicom Precision Marketing and MRM, acquired from IPG, and Omnicom Health, which includes IPG Health. The Communications Consultancy Network (CCN) includes FleishmanHillard and Ketchum, as well as Golin and Weber Shandwick, which were acquired from IPG. The Omni platform integrates data and technology in support of the services provided by all disciplines. In January 2026, the company unveiled its next generation of Omni, a proprietary marketing intelligence platform that integrates connected capabilities, high-quality and comprehensive identity and data infrastructure, and cutting-edge AI into a single operating system.

On November 26, 2025, Omnicom completed its merger with The Interpublic Group of Companies, Inc. (IPG), with each outstanding share of IPG common stock converted into the right to receive 0.344 shares of Omnicom common stock and cash in lieu of fractional shares. Following the closing of the Merger, legacy Omnicom shareholders owned approximately 60.6% ²² of the combined company and legacy IPG shareholders owned approximately 39.4% ²³, on a fully diluted basis. In connection with the Merger, Omnicom commenced offers to exchange all outstanding notes of certain series issued by IPG for up to $2.95 billion ²⁴ in aggregate principal amount of new notes issued by Omnicom, and approximately 94% ²⁵ of IPG's outstanding senior notes were exchanged for $2.76 billion ²⁶ in aggregate principal amount of new notes issued by Omnicom. During 2025, the company paid quarterly cash dividends of $0.70 ²⁷ per share in the first three quarters, and the Board of Directors approved a quarterly cash dividend of $0.80 ²⁸ per share in the fourth quarter, reflecting a $0.10 ²⁹ per share increase, for a total of $2.90 ³⁰ per share for the year. In February 2026, the Board authorized the repurchase of up to $5.0 billion ³¹ of common stock, and the company entered into an accelerated share repurchase program to repurchase approximately $2.5 billion ³² of common stock.

Worldwide revenue in 2025 increased by $1.6 billion, or 10.1%, to $17.3 billion ³³ compared to $15.7 billion ³⁴ in 2024. The year-over-year increase reflected worldwide constant currency growth of $1,458.2 million ³⁵, or 9.3% ³⁶, driven primarily by increased client spending in Media & Advertising, Precision Marketing, Experiential and Healthcare disciplines and in substantially all major geographic markets, and a favorable impact from foreign exchange rates of $124.6 million ³⁷, or 0.8% ³⁸. Operating income for 2025 was $444.7 million ³⁹ compared to $2,274.6 million ⁴⁰ in 2024, and operating margin was 2.6% ⁴¹ compared to 14.5% ⁴² in the prior year. Net loss attributable to Omnicom Group Inc. was $54.5 million ⁴³ in 2025 compared to net income of $1,480.6 million ⁴⁴ in 2024, and diluted loss per share was $0.27 ⁴⁵ compared to diluted earnings per share of $7.46 ⁴⁶ in the prior year. The 2025 results included $1,247.0 million ⁴⁷ in severance, real estate repositioning, contract cancellations and other costs, $547.1 million ⁴⁸ of losses on dispositions of certain businesses in connection with the Merger, and $347.3 million ⁴⁹ of acquisition-related costs, which together reduced operating income by $2,141.4 million ⁵⁰ and reduced diluted net income per share by $8.50 ⁵¹.

A major growth vector is the integration of the newly acquired IPG businesses, which is expected to expand client opportunities and support long-term growth by combining complementary capabilities and service offerings. The company expects to realize cost savings, operating synergies and other benefits from combining the businesses, though the filing notes that these may not be realized fully or at all, may take longer to realize than expected, or may result in other adverse effects. The company identified planned dispositions of certain businesses in 2026 that are expected to occur within the next twelve months, and these businesses had revenue in the prior year of approximately $3.2 billion ⁵².

Another significant growth vector is the continued investment in and development of the Omni platform, with the company unveiling its next generation of Omni in January 2026, which integrates connected capabilities, identity and data infrastructure, and cutting-edge AI into a single operating system. The company believes generative AI and agentic AI have, and will continue to have, a significant impact on how services are provided to clients and how the productivity of people is enhanced. The company entered into strategic partnerships with leading AI technology companies in 2023, enabling enhanced product and service capabilities using AI, and continues to make investments in new technologies while remaining committed to responsible AI practices.However, the company expects net interest expense to increase by $210 million ⁵³, primarily from assumed IPG debt and refinancing activities during the year. The company took certain repositioning actions in the fourth quarter of 2025 intended to realize cost synergies within the newly combined operations, including $1,247.0 million ⁵⁴ primarily for severance, real estate and other asset impairment charges, and contract cancellation and other costs.

The company expects the impact of changes in foreign exchange rates will be over a positive 2% ⁵⁵ for the full year of 2026, assuming exchange rates at January 30, 2026 remain unchanged. The company's emissions reduction strategy was reviewed and approved by the Science Based Targets initiative (SBTi) against a 1.5 degree Celsius scenario, and the company continues to monitor developments in methodology and implementation. The company is monitoring developments in sustainability reporting standards and requirements in various jurisdictions, including the Corporate Sustainability Reporting Directive (CSRD) in the European Union and climate-related reporting obligations in certain U.S. states such as California.

In February 2026, the Board authorized the repurchase of up to $5.0 billion ⁵⁶ of common stock, and the company entered into an accelerated share repurchase program to repurchase approximately $2.5 billion ⁵⁷ of common stock. Capital expenditures in 2025 were $149.8 million ⁵⁸, compared to $140.6 million ⁵⁹ in 2024. Dividends paid to common shareholders in 2025 were $549.6 million ⁶⁰, compared to $552.7 million ⁶¹ in 2024. The company paid quarterly cash dividends of $0.70 ⁶² per share in the first three quarters of 2025 and $0.80 ⁶³ per share in the fourth quarter, for a total of $2.90 ⁶⁴ per share for the year.

Adverse economic conditions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in major markets, and labor and supply chain issues affecting the distribution of clients' products, pose a risk that clients may reduce, postpone or cancel spending for marketing and communications services. A period of sustained inflation across major markets could result in higher operating costs, and if the company is unable to increase fees or take other actions to mitigate the effect of higher costs, results of operations and financial condition could be negatively impacted. Currency exchange rate fluctuations have impacted and could continue to impact the business, as international operations represented approximately 47% ⁶⁵ of revenue in 2025, and the company transacts business in more than 50 different currencies.

The company faces risks related to the integration of IPG's business, including uncertainties associated with retaining key management and other employees, potential disruptions to client, vendor, and business partner relationships, the risk that integration activities may be more time-consuming, complex, or costly than expected, and the possibility that anticipated synergies, efficiencies, and other benefits of the Merger may not be realized or may be realized more slowly than anticipated. The company also faces risks related to managing a larger, more complex combined organization and effectively integrating systems, processes, operations, and cultures. The company has incurred and expects to continue to incur significant costs in connection with the Merger and integration of IPG, which may be in excess of those anticipated.

The most material risks specific to Omnicom include the failure to successfully integrate IPG's business and realize anticipated synergies, as the Merger creates a significantly larger and more complex organization and the company has incurred $347.3 million ⁶⁶ in acquisition-related costs with expectations of additional costs. Adverse macroeconomic conditions directly impact revenue, as clients may reduce, postpone or cancel spending, and a sustained inflation environment could increase operating costs while the company's largest client represented only 2.4% ⁶⁷ of revenue in 2025, indicating broad client exposure but also vulnerability to widespread spending cuts. The company faces significant cybersecurity risks given its reliance on information technology systems and data, and while no incidents have been material to date, the filing notes that cyberattacks are expected to accelerate in frequency and magnitude. The company's international operations, which represented approximately 47% ⁶⁸ of revenue in 2025, expose it to currency exchange rate fluctuations across more than 50 currencies, as well as risks associated with operating in high-growth markets and developing countries including longer billing collection cycles and currency repatriation restrictions. The company recorded goodwill of $18,641.4 million ⁶⁹ at December 31, 2025, and a significant impairment charge could result if future operating results or cash flows differ from assumptions used in impairment testing.

Management's message emphasizes the transformative nature of the completed Merger with IPG, which closed on November 26, 2025, and positions the combined company to deliver enhanced marketing, sales, communications, and commerce services. The strategic priorities emphasized for the period ahead include the successful integration of IPG's businesses to realize anticipated cost savings and operating synergies, the continued investment in and evolution of the Omni platform as a proprietary marketing intelligence system integrating AI capabilities, and the disciplined allocation of capital including the Board-authorized repurchase of up to $5.0 billion ⁷⁰ of common stock and an accelerated share repurchase program of approximately $2.5 billion ⁷¹. Management also highlights the focus on leveraging generative AI and agentic AI to enhance service delivery and productivity, while navigating the evolving regulatory landscape and maintaining responsible AI practices.