Omnicom Group OMC · USD

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 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 and the effect of one month of IPG’s operations were not significant to the networks operations. 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:Year Ended December 31,202520242023Revenue$17,271.9 $15,689.1 $14,692.2Segment Operating Expenses:Salary and service costs:Salary and related costs$7,777.9 $7,441.4 $7,212.8Third-party service costs4,113.7 3,348.6 2,917.9Third-party incidental costs752.4 642.5 570.5Total salary and service costs12,644.0 11,432.5 10,701.2Occupancy and other costs1,366.7 1,274.4 1,168.8 Segment cost of services14,010.7 12,706.9 11,870.0Selling, general and administrative expenses398.4 393.5 393.7Depreciation and amortization276.7 241.7 211.1Total segment operating expenses14,685.8 13,342.1 12,474.8Segment Operating Income$2,586.1 $2,347.0 $2,217.4Reconciliation of segment operating income to operating income and income before income taxes and income from equity method investments:Year Ended December 31,202520242023Segment Operating Income$2,586.1 $2,347.0 $2,217.4 Severance and repositioning costs1,247.0 57.8 191.5 Acquisition-related costs347.3 14.

RevenueNature of our servicesWe provide data-inspired, creative marketing and sales solutions through various client-centric networks that are organized to meet specific client objectives. Our networks, connected capabilities and agencies provide a comprehensive range of services in the following fundamental disciplines: Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support. Media & Advertising includes creative services across digital and traditional media, strategic media planning and buying, performance media, data analytics services, and Omnicom Production. Precision Marketing includes digital and direct marketing, digital transformation consulting, e-commerce operations, media execution, market intelligence and data and analytics. Public Relations services include corporate communications, crisis management, public affairs and media and media relations services. Healthcare includes corporate communications and advertising and media services to global healthcare and pharmaceutical companies. Branding & Retail Commerce services include brand and product consulting, strategy and research and retail marketing. Experiential marketing services include live and digital events and experience design and execution. Execution & Support includes field marketing, sales support, digital and physical merchandising, point-of-sale and product placement, as well as other specialized marketing and custom communications services. At the core of all our services is the ability to create or develop a client’s marketing or corporate communications message into content that can be delivered to a target audience across different communications mediums.Economic factors affecting our revenueGlobal economic conditions have a direct impact on our revenue. Adverse economic conditions pose a risk that our clients may reduce, postpone or cancel spending for our services, which would impact our revenue.Revenue by discipline:Year Ended December 31,202520242023Media & Advertising$10,015.9 $8,656.1 $8,101.8 Precision Marketing1,938.5 1,776.3 1,414.7 Public Relations1,613.6 1,640.8 1,540.3 Healthcare1,379.9 1,337.1 1,342.4 Branding & Retail Commerce617.6 726.4 788.0 Experiential862.7 719.5 635.3 Execution & Support843.7 832.9 869.7 Revenue$17,271.9 $15,689.1 $14,692.2 Revenue by geographic market:Year Ended December 31,202520242023Americas:North America$9,592.2 $8,650.2 $7,951.0 Latin America540.2 433.

DebtIPG Senior Notes Exchange OffersIn connection with the Merger, Omnicom commenced offers to exchange all outstanding notes of certain series issued by IPG for up to $2.95 billion in aggregate principal amount of new notes issued by Omnicom. As a result of these exchange offers, which were completed on December 2, 2025, approximately 94% of IPG's outstanding senior notes were exchanged for $2.76 billion in aggregate principal amount of new notes issued by Omnicom (the “Exchange Senior Notes”). The only cash exchanged was related to the consent payment of $2.7 million and the remaining debt exchange is presented as a non-cash financing activity. The remainder of the acquired IPG senior notes, representing approximately $185.0 million in aggregate principal amount (the “IPG Senior Notes”), that were not exchanged pursuant to the exchange offers remain obligations of IPG and will continue to be subject to their existing terms, as modified by the amendments made in the exchange offers and consent solicitations. Collectively, the aggregate principal amount of the Exchange Senior Notes and IPG Senior Notes is $2.95 billion. As of December 31, 2025, the unamortized discount related to the fair value adjustment of the Exchange Senior Notes and IPG Senior Notes was $183.9 million. Consent payments in connection with the exchange offers included $2.7 million capitalized as debt issuance costs and $13.2 million recorded as interest expense. Interest on the Exchange Senior Notes and IPG Senior Notes will be payable semi-annually in arrears.Credit FacilityOn November 26, 2025, the Company entered into a Fourth Amended and Restated Five Year Credit Agreement (the “Credit Agreement Amendment”), which amended and restated the Company’s Third Amended and Restated Five Year Credit Agreement, dated as of June 2, 2023. The Credit Agreement Amendment, among other things, (i) increased the unsecured multi-currency revolving credit facility (the “Credit Facility”) amount from $2.5 billion to $3.5 billion, (ii) reduced the facility fee and applicable margin, (iii) extended the termination date (with respect to the available commitments of the extending lenders) from June 2, 2028 to November 26, 2030 and (iv) designated Omnicom as sole borrower under the Credit Facility.Our $3.5 billion Credit Facility terminates on November 26, 2030. We can issue up to $3 billion of U.S. Dollar denominated commercial paper under a U.S.

Income Taxes Income before income taxes:Year Ended December 31,202520242023Domestic$319.0 $940.0 $696.0 International(40.8)1,187.6 1,296.9 Income Before Income Taxes$278.2 $2,127.6 $1,992.9 Income tax expense (benefit):Year Ended December 31,202520242023Current: U.S. federal$103.0 $183.8 $154.2 U.S. state and local26.9 46.6 34.8 International171.5 309.9 330.8 Total Current Income Tax Expense301.4 540.3 519.8 Deferred: U.S. federal(19.0)17.5 10.9 U.S. state and local(10.9)1.3 1.3 International(29.3)1.4 (7.1) Total Deferred Tax Expense (Benefit)(59.2)20.2 5.1 Total Income Tax Expense$242.2 $560.5 $524.9 Total Income Tax Expense: U.S. federal84.0 201.3 165.1 U.S. state and local16.0 47.9 36.1 International142.2 311.3 323.7 Total Income Tax Expense$242.2 $560.5 $524.9 On January 1, 2025, we prospectively adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), that requires, greater disaggregation of information in the rate reconciliation.Reconciliation from the statutory U.S. federal income tax rate to effective tax rate for 2025:Year Ended December 31,2025Statutory U.S. federal income tax rate$58.4 21.0 %Domestic - FederalTax credits(6.5)(2.3)%Nontaxable and nondeductible itemsNondeductible transaction costs49.0 17.6 %Nontaxable investment income(42.1)(15.1)%Other23.8 8.6 %Cross-border taxes, net of foreign tax credit(0.2)(0.1)%U.S. state and local income taxes, net of U.S. federal income tax benefit7.0 2.5 %Impact of foreign operations:Australia - Statutory rate differential5.1 1.8 %Australia - Nondeductible expenses1.4 0.5 %Germany - Statutory rate differential(2.9)(1.0)%Germany - Nondeductible expenses12.4 4.5 %Germany - Other6.5 2.3 %Malta - Investment income63.5 22.8 %Malta - Reduced rate due to imputation system(63.4)(22.8)%United Kingdom - Statutory rate differential7.6 2.7 %United Kingdom - Nondeductible expenses25.8 9.3 %Other94.5 34.0 %Changes in unrecognized tax benefits, net2.3 0.8 %Change in valuation allowance— — %Effective tax rate$242.2 87.1 %Year Ended December 31,20242023Statutory U.S. federal income tax rate21.0 %21.0 %U.S. state and local income taxes, net of U.S. federal income tax benefit1.7 %1.4 %Total impact of foreign operations3.8 %3.9 %Other(0.2)%— %Effective tax rate26.3 %26.3 %Our effective tax rate for 2025 increased year-over-year to 87.1%.

Share-Based Compensation PlansShare-based incentive awards are granted to employees under the 2021 Incentive Award Plan, or the 2021 Plan, that was approved by the shareholders. The 2021 Plan is administered by the Compensation Committee of the Board of Directors, or the Compensation Committee. Awards include stock options, restricted stock and other performance-based stock awards. The maximum number of shares of common stock that can be granted under the 2021 Plan is 14.7 million shares plus any shares awarded under the 2021 Plan and any prior plan that have been forfeited or have expired. All awards reduce the number of shares available for grant on a one-for-one basis. The terms of each award and the exercise date are determined by the Compensation Committee. The 2021 Plan does not permit the holder of an award to elect cash settlement under any circumstances. At December 31, 2025, there were 1,086,325 shares available for grant under the 2021 Plan and the plan was effectively frozen for new grants upon approval of the 2026 Incentive Award Plan.On January 28, 2026, our shareholders approved the 2026 Incentive Award Plan (the “Plan”). The Plan is administered by a committee, which may be the Board of Directors (the “Board”) or a committee appointed by the Board such as our Compensation Committee (collectively, the “Committee”). Until otherwise determined by the Board, the Committee consists solely of two or more Board members who are Non-Employee Directors (as defined in Rule 16b-3(b)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and “independent directors” under the rules of the New York Stock Exchange. The Board or the Committee may delegate to a committee of one or more Board members or one or more Omnicom officers the authority to grant or amend awards under the Plan to participants other than (i) senior Omnicom executives who are subject to Section 16 of the Exchange Act, and (ii) Omnicom officers or directors to whom the authority to grant or amend awards under the Plan has been delegated. Awards include stock options, restricted stock and other performance-based stock awards. The maximum number of shares of common stock that may be subject to awards granted under the Plan is 27.4 million, less one share for each share subject to an award granted under a prior plan after November 26, 2025. Share-based compensation expense in 2025, 2024 and 2023 was $100.8 million, $91.4 million and $84.8 million, respectively.

Stock option activity:Year Ended December 31,202520242023SharesWeighted Average Exercise PriceSharesWeighted Average Exercise PriceSharesWeighted Average Exercise PriceJanuary 13,085,287 $71.654,564,575 $71.815,127,625 $72.90Granted6,001,906 77.89— — Exercised(275,900)72.47(1,297,238)72.47(413,750)84.94 Forfeited(69,085)72.18(182,050)69.80(149,300)72.99 IPG options converted86,000 67.82— — December 318,828,208 $75.823,085,287 $71.654,564,575 $71.81Exercisable December 312,742,290 $73.302,302,762 $72.

Leases and Property and EquipmentLeasesYear Ended December 31,20252024 Operating lease cost:Operating lease cost$239.3 $209.6 Variable lease cost23.0 16.5 Short-term lease cost3.9 3.9 Sublease income(6.0)(0.9)Total Operating Lease Cost$260.2 $229.1 Finance lease cost:Depreciation of ROU assets$57.3 $58.9 Interest8.1 8.3 Total Finance Lease Cost$65.4 $67.2 Total Lease Cost$325.6 $296.3 Future lease payments:December 31Operating LeasesFinance Leases2026$528.6 $46.2 2027446.2 31.5 2028354.9 18.6 2029277.5 8.1 2030193.5 1.7 Thereafter659.0 0.7 Total lease payments2,459.7 106.8 Less: Interest412.3 2.3 Present Value of Lease Liabilities$2,047.4 $104.5 Balance sheet classification of operating leases:December 31,20252024Operating Lease ROU Assets$1,379.8 $1,043.6 Operating lease liability:Other current liabilities$430.4 $204.5 Long-term liability - operating leases1,617.0 814.2 Total Operating Lease Liability$2,047.4 $1,018.7 At December 31, 2025 and 2024, office space and equipment operating leases had a weighted average remaining lease term of 4.8 and 6.2 years, respectively, and a weighted average discount rate of 3.8% and 3.9%, respectively.Property and EquipmentProperty and equipment:December 31,20252024Property and equipment - owned$1,999.3 $1,520.3 Equipment under finance leases397.8 401.3Property and Equipment, Gross2,397.1 1,921.6 Accumulated depreciation(1,386.8)(1,096.9)Property and Equipment, Net$1,010.3 $824.7 At December 31, 2025 and 2024, finance leases had a weighted average remaining lease term of 2.8 years and 2.6 years, respectively, and a weighted average discount rate of 8.7% and 7.3%, respectively.

Business CombinationsOverview of Acquisition StrategyOur acquisition strategy focuses on building expertise within an assembled workforce to enhance our strategic business platforms and agency brands, including expanding geographic reach and service offerings. In evaluating acquisitions, we consider factors such as specialized know-how, competitive position, client relationships, and geographic coverage, with expected benefits typically shared across multiple agencies and regions. One of the primary drivers of executing our acquisition strategy is the existence of, or the ability to expand, our existing client relationships. The expected benefits of our acquisitions are typically shared across multiple agencies and regions.For each acquisition, we identify and separately value identifiable intangible assets using market participant assumptions to determine fair value. This approach includes consideration of similar and recent transactions, the use of discounted expected cash flow methodologies, and, when available and as appropriate, the use of comparative market multiples to supplement our analysis. Identifiable intangible assets primarily consist of customer relationships, trade names, and core technology, software tools and platforms for internal use.General Acquisition ActivityIn 2025, we completed two acquisitions that increased goodwill by $7,698.6 million, the most significant of which was the Merger with IPG, discussed below. During 2025 and 2024, we also acquired additional equity interests in certain majority-owned subsidiaries, which were accounted for as equity transactions and did not result in additional goodwill. Certain acquisitions include contingent consideration arrangements (earn-outs) based on the future performance of the acquired businesses. Contingent consideration liabilities are measured at fair value on the acquisition date and remeasured at fair value at each reporting period until settled. As of December 31, 2025 and 2024, contingent purchase price liabilities were $214.9 million and $220.1 million, respectively, of which $95.8 million and $56.0 million, respectively, were classified as current liabilities.Merger with IPGTransaction OverviewOn November 26, 2025, we completed the Merger with IPG (see Note 1 to the consolidated financial statements). The Merger combines complementary capabilities and service offerings and is expected to expand client opportunities and support long-term growth.