OMC 10-K & 10-Q changes, risk factors and insider trading

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

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

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

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

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

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

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

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

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

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

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

Global economic disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major marketsmarkets, and labor andor supply chain challengeschallenges, could causecontribute to economic uncertainty and volatility. The impact of these issuesconditions on our business willmay vary by geographic market and service discipline. We monitor economicmacroeconomic conditions closely, as well asconditions, client revenue levelslevels, and other factors.relevant Infactors responseand to reductions in revenue, we canmay 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 theactions effectivenesswill ofbe our effortssufficient to mitigate anythe impacteffects of the current and future adverse economic conditions, reductions in client revenue,spending, changes in client creditworthinesscreditworthiness, andor other developments.

On a global, pan-regional, and local basis, our networks, practice areas 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 planningplanning, buying and buying, performance media,optimization, data analyticsand analytics, creative services, and Omnicomcontent Production.production. Precision Marketing includes digitaltechnology and direct marketing, digital transformation consulting, e-commercedecision operations,sciences, mediadigital execution,experience marketdesign, intelligencecustomer relationship management, and datae-commerce and analytics.enterprise platforms. 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 includeincludes brand and product consulting, strategy and researchresearch, 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. WeOur operateOmni platform integrates data and technology in support of the services provided by all majorof marketsour and have a large client base.disciplines. Our geographic markets include the Americas, which includes North America and Latin America, Europe, EMEA,the Middle East and Africa (EMEA), and Asia-Pacific.

Our business model was built and continues to evolve around our clients. While our networks, practiceconnected areascapabilities and agencies operate under different names and frame their ideas in different disciplines, we organize our services around 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. This client-centric business model requires that multiple agencies and disciplines within Omnicom collaborate in formal client networks, such as our CSLs and GGT, as well as informal virtual client networksnetworks, utilizingresulting ourin keya client matrix organization structure. This collaboration allows us to cut across our internal organizational structures 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 complementary companies with strong entrepreneurial management teams that could fill gaps in our service delivery to our existing clients.

We believe generative AI will have a significant effect on howAs we provide servicescontinue to ourmake clientsinvestments andin hownew technologies, we enhance the productivity of our people. As with any new technology, we are working closely with our clients and technology partners to take advantage of the benefits of AI while being mindful of its limitations, risks, and privacy concerns. We areremain 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. The rapidly developing nature of AI technology makes it difficult to assess the full impact on our business at this time.

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 yearyear, andas 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 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, practiceconnected areacapabilities and marketing discipline,disciplines, 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 chiefChief operatingOperating decisionDecision maker,Maker, who allocates resources accordingly.

Worldwide revenue in 20242025 increased $996.9by million,$1.6 billion, or 6.8%,10.1%, to $17.3 billion compared to $15.7 billion comparedin to2024. $14.7Our billionperformance benefited from one month of IPG operations recorded in 2023.the Worldwidefourth organicquarter of 2025. The year-over-year increase in worldwide revenue reflected worldwide constant currency growth (defined below) increasedof revenue $768.7$1,458.2 million, or 5.2%,9.3%, reflectingwhich was driven primarily by increased client spending in our Media & Advertising, Precision Marketing, Experiential and Public RelationsHealthcare disciplines and in substantially all of our major geographic markets compared to the prior year. Our Public Relations discipline was helped by spending on the U.S. elections,markets, and thea Experientialfavorable discipline benefitedimpact from spending on the Summer Olympics. Changes in foreign exchange rates reducedof revenue $65.5$124.6 million, or 0.4%, and acquisition revenue, net of disposition revenue, increased revenue $293.7 million, or 2.0% (see Note 5 and 14 to the consolidated financial statements).0.8%.

In North America, organicconstant revenuecurrency growth of $951.2 million, or 11.0%, in 20242025 compared to the prior year was primarily driven by strong performance in the United States, especiallyparticularly inwithin the Media & Advertising discipline, led by our media business, andas well as our Precision Marketing, Experiential, Healthcare and PublicExecution Relations& Support disciplines. Our Publicperformance Relations discipline was helped by spending onin the U.S.region elections, and the Experiential disciplinealso benefited from spendingone onmonth of IPG operations recorded in the Summerfourth Olympics.quarter Theof organic2025. This growth was partially offset by underperformance in our Branding & Retail Commerce,Commerce Executiondiscipline. &The Support and Healthcare disciplines. Acquisitions, netimpact of dispositions,foreign positivelycurrency impactedexchange rates on revenue andwas were primarily related to the purchase of Flywheel Digital in January 2024 and acquisitions in the second half of 2023 in our Public Relations discipline, partially offset by dispositions in the Execution & Support discipline in the first half of 2023.nominal.

In Asia-Pacific, duringconstant 2024,currency organicgrowth revenuein increased2025 of $94.8 million, or 5.1%, compared to 2023.2024 Organicwas growthled inby our Media & Advertising discipline wasdiscipline, partially offset by underperformance in our Experiential and Precision Marketing and Public Relations disciplines. SubstantiallyOur allperformance in the region also benefited from one month of IPG operations recorded in the fourth quarter of 2025. Several markets in the region, especially China, India, Australia,Japan, theNew Zealand, Philippines and Thailand,Malaysia, had positive organicconstant revenuecurrency growth as compared to the prior year. Foreign currency changes decreased revenue for the year,year by $16.3 million, or 0.9%, primarily as a result of the weakening of the JapaneseAustralian YenDollar and ChineseNew ReminbiZealand Dollar against the U.S. Dollar. Acquisition activity, including the purchase of Flywheel Digital in January 2024, increased revenue compared to the prior year.

The year-over-year changes in worldwide revenue in 2024,2025, compared to 2023,2024, in our fundamental disciplines were: Media & Advertising increased $575.0$1,359.8 million, Precision Marketing increased $347.4$162.2 million, Public Relations increaseddecreased $100.3$27.2 million, Healthcare decreasedincreased $8.0$42.8 million, Branding & Retail Commerce decreased $60.8$108.8 million, Experiential increased $80.1$143.2 million and Execution & Support decreasedincreased $37.1$10.8 million.

2) In 2024,2025, operating expenses included $57.8$1,247.0 million ($42.9$984.5 million after-tax) of repositioning costs, primarily related to severance, recordedreal estate repositioning, contract cancellations and other costs, as well as efficiency initiatives taken in the second quarter of 20242025, primarily within Omnicom Advertising and Omnicom Production, and $547.1 million ($447.5 million after-tax) of losses on dispositions of certain businesses in connection with the Merger (see NoteNotes 13 and 14 to the consolidated financial statements). Included in selling, general and administrative expenses in the fourth quarter of 2024 are acquisition transactionrelated costs of $14.6$347.3 million ($13.1$318.5 million after-tax), related to the proposed merger with IPGMerger (see Note 1 to the consolidated financial statements). The net impact of these items reduced operating income for 20242025 by $72.4$2,141.4 million ($56.0$1,750.5 million after-tax) and reduced diluted net income per share - Omnicom Group Inc. by $0.28.$8.50.

In 2023,2024, operating expenses included real estate operating lease impairment charges, severance and other exit costs of $191.5$57.8 million ($145.5$42.9 million after-tax) of repositioning costs, primarily related to repositioningseverance, actions we took in the first and second quarters of 2023 to reduce our real estate requirements, rebalance our workforce, and consolidate operations in certain markets. In addition,recorded in the second quarter of 2023, we recorded a gain of $78.8 million2024 ($55.9see millionNote after-tax)13 onto the dispositionconsolidated offinancial certainstatements). of our research businessesIncluded in theselling, Executiongeneral &and Supportadministrative discipline. Includedexpenses in the fourth quarter of 2023 within selling, general and administrative expenses2024 are acquisition transactionacquisition-related costs of $14.5$14.6 million ($13.0$13.1 million after-tax), primarily related to the purchase of Flywheel Digital in January 2024Merger (see Note 51 to the consolidated financial statements). The net impact of these items reduced operating income for 20232024 by $127.2$72.4 million ($102.6$56.0 million after-tax) and reduced diluted net income per share - Omnicom Group Inc. by $0.50 (see Notes 13 and 14 to the consolidated financial statements).$0.28.

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 assetsassets, 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. The fair value measurements of the customer relationships and trade names intangible assets are primarily determined using the multi-period excess earnings method and the relief-from-royalty method under the income approach, respectively. In connection with the IPG acquisition, we reviewed the assumptions related to royalty rates, customer attrition rates, and discount rates applied in valuing these identifiedthe intangible assets, we typically use an income approach and consider comparable market participant measurements.assets.

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

In applying the income approach, we use estimates to derive the discounted expected cash flowsflows, (“DCF”)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 capitalcapital, (“WACC”)or WACC, for each reporting unit.

When performing the annual impairment test as of May 1, 20242025 and estimating the future cash flows of our reporting units, we considered the current macroeconomic environment, as well as industry and market specific conditions in 2024.2025. In the first half of 2024,2025, our organicconstant revenuecurrency increasegrowth was 4.6%,3.2%, which excluded our net disposition activity and the impact from changes in foreign exchange rates.

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

Based on the results of our impairment test, we concluded that our goodwill as of May 1, 20242025 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.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 48%.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, 20242025 revealed that if the WACC increased by 1% and/or the long-term growth rate decreased by 1%, the fair value of each of our reporting units would continue to be in excess of its respective net book value and would pass the impairment test.

We will continue to perform our impairment test each year at May 1, unless events or circumstances trigger the need for an interim impairment test. There were no events through December 31, 20242025 that would change our impairment assessment. The estimates used in our goodwill impairment test do not constitute forecasts or projections of future results of operations, but rather are estimates and assumptions based on historical results and assessments of macroeconomic factors affecting our reporting units as of the valuation date. We believe that our estimates and assumptions are reasonable, but they are subject to change from year-over-year.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 position.condition. Additional information about acquisitions and goodwill appears in Notes 2, 5 and 6 to the consolidated financial statements.

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

2) In 2024,2025, operating expenses included $57.8$1,247.0 million ($42.9$984.5 million after-tax) of repositioning costs, primarily related to severance, recordedreal estate repositioning, contract cancellations and other costs, as well as efficiency initiatives taken in the second quarter of 20242025, primarily within Omnicom Advertising and Omnicom Production, and $547.1 million ($447.5 million after-tax) of losses on dispositions of certain businesses in connection with the Merger, (see NoteNotes 13 and 14 to the consolidated financial statements). Included in selling, general and administrative expenses in the fourth quarter of 2024 are acquisition transactionrelated costs of $14.6$347.3 million ($13.1$318.5 million after-tax), related to the proposed mergerMerger with IPG (see Note 1 to the consolidated financial statements). The net impact of these items reduced operating income for 20242025 by $72.4$2,141.4 million ($56.0$1,750.5 million after-tax) and reduced diluted net income per share - Omnicom Group Inc. by $0.28.$8.50.

In 2023,2024, operating expenses included real estate operating lease impairment charges, severance and other exit costs of $191.5$57.8 million ($145.5$42.9 million after-tax) of repositioning costs, primarily related to repositioningseverance, actions we took in the first and second quarters of 2023 to reduce our real estate requirements, rebalance our workforce, and consolidate operations in certain markets. In addition,recorded in the second quarter of 2023, we recorded a gain of $78.8 million2024 ($55.9see millionNote after-tax)13 onto the dispositionconsolidated offinancial certainstatements). of our research businessesIncluded in theselling, Executiongeneral &and Supportadministrative discipline. Includedexpenses in the fourth quarter of 2023 within selling, general and administrative expenses2024 are acquisition transactionrelated costs of $14.5$14.6 million ($13.0$13.1 million after-tax), primarily related to the purchase of Flywheel Digital in January 2024Merger (see Note 51 to the consolidated financial statements). The net impact of these items reduced operating income for 20232024 by $127.2$72.4 million ($102.6$56.0 million after-tax) and reduced diluted net income per share - Omnicom Group Inc. by $0.50 (see Notes 13 and 14 to the consolidated financial statements).$0.28.

Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial condition. For the most part, because the revenue and 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 January 30, 2025,2026, remain unchanged, we expect the impact of changes in foreign exchange rates to reduce revenue between 2.0% to 2.5% for the first quarter of 2025 and by 2.0% for the full year. Based on our acquisition and disposition activity to date, excluding the proposed merger with IPG, we expect that the net impact will be flatover fora thepositive first quarter and2% for the full year of 2025.2026. In addition, in connection with the Merger we identified planned dispositions of certain businesses in 2026 that we expect will occur within the next twelve months (see Note 14 to the consolidated financial statements). These businesses had revenue in the prior year of approximately $3.2 billion.

To monitor the changing needs of our clients and to further expand the scope of our services to key clients, we monitor revenue across a broad range of disciplines and group them into the following categories: Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential and Execution & Support, The year-over-year change in revenue and organicconstant currency growth by discipline:

The year-over-year changes in worldwide revenue in 2024, compared to 2023, in our fundamental disciplines were: Media & Advertising increased $575.0$554.3 million, Precision Marketing increased $347.4$361.6 million, Public Relations increased $100.3$100.5 million, Healthcare decreased $8.0$5.3 million, Branding & Retail Commerce decreased $60.8$61.6 million, Experiential increased $80.1$84.2 million, and Execution & Support decreased $37.1$36.8 million. WorldwideConstant organic revenuecurrency growth increasedof revenue $768.7$1,062.4 million, or 5.2%,7.2%, primarily reflectingreflected increased client spending in Media & Advertising, led by Media,our media business, as well as Precision Marketing, Public Relations and Experiential disciplines compared to the prior year. Our Public Relations discipline was helped by spending on the U.S. elections, and the Experiential discipline benefited from spending on the Summer Olympics. OrganicConstant currency growth was partially offset by underperformance in our Branding & Retail Commerce discipline. Changes in foreign exchange rates reduced revenue slightly. The decrease in revenue from foreign exchange translation was primarily related to the weakening of some currencies, including the Japanese Yen and Brazilian Real against the U.S. Dollar, partially offset by the strengthening of the British Pound, Colombian Peso and Euro against the U.S. Dollar. Acquisition revenue, net of dispositions, increased revenue $293.7 million, or 2.0% (see Notes 5 and 14 to the consolidated financial statements).

The year-over-year change in revenue and organicconstant currency growth in our geographic markets:

In North America, organicconstant revenuecurrency growth of $951.2 million, or 11.0%, in 20242025 compared to the prior year was primarily driven by strong performance in the United States, especiallyparticularly inwithin the Media & Advertising discipline, led by our media business, andas well as our Precision Marketing, Experiential, Healthcare and PublicExecution Relations& Support disciplines. Our Publicperformance Relations discipline was helped by spending onin the U.S.region elections, and the Experiential disciplinealso benefited from spendingone onmonth of IPG operations recorded in the Summerfourth Olympics.quarter Theof organic2025. This growth was partially offset by underperformance in our Branding & Retail Commerce,Commerce Executiondiscipline. &The Support and Healthcare disciplines. Acquisitions, netimpact of dispositions,foreign positivelycurrency impactedexchange rates on revenue andwas were primarily related to the purchase of Flywheel Digital in January 2024 and acquisitions in the second half of 2023 in our Public Relations discipline, partially offset by dispositions in the Execution & Support discipline in the first half of 2023.nominal.

In 2023, North America’sAmerica, organicconstant revenuecurrency growth in 2024 compared to the prior year was primarily driven primarily by thestrong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and our Precision Marketing, Experiential, and HealthcarePublic disciplines,Relations disciplines. Our Public Relations discipline was helped by spending on the U.S. elections, and the Experiential discipline benefited from spending on the Summer Olympics. Constant currency growth was partially offset by negative performanceunderperformance in our Experiential and Branding & Retail Commerce disciplines, which faced difficult comparisons to the prior year, and ourCommerce, Execution & SupportSupport, discipline.and Acquisitions,Healthcare netdisciplines. Our U.S. revenue in our Precision Marketing discipline benefited from the acquisition of dispositions,Flywheel negativelyDigital impactedin revenue,January primarily2024 asand aacquisitions resultcompleted in the second half of 2023 within our Public Relations discipline, partially offset by dispositions in the Execution & Support discipline induring the first and second quartershalf of 2023, including the sale of our research businesses, partially offset by acquisitions during the year in the Media & Advertising, Precision Marketing, and Public Relations disciplines.2023.

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, we or our representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentionsintentions, and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management as well as assumptions made by, and information currently available to 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 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 completed merger (the “Merger”) between us and The Interpublic Group of Companies, Inc. ("IPG"),Merger, including risks related to the integration of IPG’s business, such as, among others: 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; the possibility that anticipated synergies, efficiencies, and other benefits of the Merger may not be realized, or may be realized more slowly than anticipated; and risks associated with managing a larger, more complex combined organization and effectively integrating systems, processes, operations, and cultures;

•international, nationalnational, or local economic conditions that could adversely affect us or our clients;

•effective management of the risks, challengeschallenges, and efficiencies presented by utilizing artificial intelligence, or AI, technologies and related partnerships in our business, and their use by our competitors;

•our liquidity, long-term financing needs, credit ratingsratings, and access to capital markets;

•risks associated with assumptions we make in connection with our acquisitions, critical accounting estimatesestimates, and legal proceedings;

•risks related to our environmental, socialsocial, 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;

•other business, financial, operationaloperational, and legal risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission ("SEC").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"),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.SEC. Except as required under applicable law, we do not assume any obligation to update these forward-looking statements.

On November 26, 2025 (the "Closing Date"),Date, Omnicom completed itsthe Merger with IPG.Merger. Omnicom is the acquirer of IPG under U.S. generally accepted accounting principles ("U.S. GAAP"),GAAP, and as a result, the consolidated financial statements of Omnicom for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of IPG. The results of operations of IPG are included in Omnicom’s consolidated financial statements only from the Closing Date forward. Accordingly, Omnicom’s results of operations, financial condition and cash flows after the Closing Date are not comparable to prior periods due to the inclusion of IPG’s results from the Closing Date (see Note 5 to the consolidated financial statements).

Omnicom’s agencies integrate data, creativity, and technology to deliver coordinated marketing, communications, and commerce solutions. All of our agencies are supported by our integrated technology platform: Omni, which includes Acxiom and InteractInteract, which were acquired from IPG and Flywheel Commerce Cloud, respectively, as well as privacy-focused identity and data management capabilities. These capabilities include the integration of emerging AI-based tools, such as generative AI, into planning, creative advertising, media, and analytics workflows.

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

Our global networks include: Omnicom Advertising ("OA"), Omnicom Media ("OM"), the DAS Group of Companies ("DAS"), and the Communications Consultancy Network ("CCN"). OA includes our creative brands, BBDO, TBWA, and McCann, which we acquired from IPG, and the brands included within the Advertising Collective. OM includes OMD, PHD, Hearts & Sciences, as well as UM, Acxiom, Initiative and Mediahub, which we acquired from IPG. DAS includes Omnicom Precision Marketing and MRM, which we acquired from IPG and Omnicom Health, which includes IPG Health. CCN includes FleishmanHillard and Ketchum, as well as Golin and Weber Shandwick, which we acquired from IPG.

Our geographic markets include the Americas, which includes North America and Latin America, Europe, the Middle East and Africa ("EMEA"), and Asia-Pacific.

Our clients operate in virtually every sector of the global economy. For the twelve months ended MarchJune 31,30, 2026, our largest client accounted for 2.2%2.0% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 52.5% of our revenue. Our clients operate in virtually every sector of the global economy with no one industry representing more than 19% of our revenue for the threesix months ended MarchJune 31,30, 2026.

We analyze revenue growth by reviewing the components and mixcomposition 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.

Worldwide revenue for the three months ended MarchJune 31,30, 2026 increased $2,552.5$2.5 million,billion, or 69.2%,63.4%, to $6,242.9$6.6 million,billion, compared to $3,690.4$4.0 millionbillion in the prior-year-period.prior year period. Our performance benefited from the Merger, as the firstsecond quarter of 2026 represents the firstsecond 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$2,477.9 million, or 64.4%61.7%, and a favorable impact from foreign exchange rates of $174.2$69.0 million, which increased revenue by 4.8%.1.7%.

The mixcomponents of our revenue did not change substantially as a resultbecause of the Merger. AcrossFor ourthe disciplines,three months ended June 30, 2026, revenue increased $2.5 billion across our disciplines as follows year-over-year: Integrated Media, $1,173.0$1.3 million,billion, Advertising, $385.6$367.2 million, Public Relations, $286.7$338.9 million, Health, $337.5$260.1 million, and Experiential & Other, $369.7$320.4 million.

Worldwide revenue increased across our geographic markets for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, as follows, and was primarily driven by the acquisition of IPG: North America, $1,773.6$1.8 million,billion, Latin America, $99.7$133.9 million, Europe, $444.0$421.2 million, Middle East and Africa, $73.4$75.6 million, and Asia-Pacific, $161.8$135.1 million.

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 priorthree yearand period.six months ended June 30, 2025. The $6.0$6.6 billion isand $12.6 billion are comprised of the Omnicom's reported revenue of $3.7$4.0 billion and $7.7 billion and IPG's reported revenue of $2.3$2.5 billion and $4.9 billion, for the three and six months Marchended 31,June 202530, 2025, respectively, and isare 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 for the three and six months ended June 30, 2026 increased $350.9$403.1 million, or 6.7%7.2%, and $754.1 million, or 6.9%, respectively, as compared to the combined Core Operations revenue for the prior-year-period.prior year periods. This was driven by organic growth of 3.9%6.1% and 5.0%, respectively, and a positive impact from foreign exchange rate changes of $144.2$61.7 million, or 2.7%.1.1%, Revenueand from$206.0 businesses that were either disposed ofmillion, or classified as held for sale as of March 31, 2026 contributed $627.2 million of revenue1.9%, in the currentthree period.and six months ended June 30, 2026, respectively.

When we use the term Constant currency growth it refers to the change in revenue in the period, excluding the effects of foreign currency exchange rate fluctuations. This measure is calculated by adjusting current period revenue to eliminate the impact of changes in foreign exchange rates and comparing the resulting amount to prior-yearprior 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 MarchJuly 31,22, 2026 remain unchanged, we expect the changes in foreign exchange rates will positivelyremain impact our revenue by 3.0%flat for the secondthird quarter and positively impact our revenue by 1.0% 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%2.0% and 2.7%2.6% of revenue for the twelve months ended MarchJune 31,30, 2026 and 2025, respectively. Our ten largest and 100 largest clients represented 16.4%15.3% and 52.5% of revenue for the twelve months ended MarchJune 31,30, 2026, respectively, and 19.1%19.0% and 53.6%54.1% of revenue for the twelve months ended MarchJune 31,30, 2025, respectively.

2) For the three and six months ended MarchJune 31,30, 2026, operating expenses included $4.1$47.0 million ($3.1$35.3 million after-tax) and $51.1 million ($38.3 million after-tax), relatedrespectively, toof repositioning costs, primarily related to severance actions in connection with the Merger, and $34.3 million ($27.8 million after-tax) for the six months ended June 30, 2026 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 and six months ended MarchJune 31,30, 2026, are integration and acquisition related costs of $59.4$40.1 million ($46.7$38.0 million after-tax) and $99.5 million ($84.8 million after-tax), respectively, related to the Merger. The net impact of these items reduced operating income for the three and six months ended MarchJune 31,30, 2026, by $97.8$87.1 million ($77.6$73.3 million after-tax) and $184.9 million ($150.9 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.26. Included in selling, general$0.26 and administrative$0.52, 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.respectively.

3) EBITA is defined as earnings before interest, income taxestaxes, and amortizationamortization, principally 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$0.31 and $0.08 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $0.60 and $0.15 for the six months ended June 30, 2026 and 2025, respectively.

4) The effect on EBITA Margin of dispositions and assets held for sale for the three and six months ended MarchJune 31,30, 2026 wasreduced arevenue $627.2by $567.5 million reductionand to$1.2 revenuebillion, respectively, and aEBITA $27.9by $58.5 million reductionand to$86.4 EBITA,million, whichrespectively, resultedresulting in a 1.0% decrease in EBITA Margin.Margin of 0.6% and 0.9%, respectively.

2) For the three and six months ended MarchJune 31,30, 2026, operating expenses included $4.1$47.0 million ($3.1$35.3 million after-tax) and $51.1 million ($38.3 million after-tax), relatedrespectively, toof repositioning costs, primarily related to severance actions in connection with the Merger,Merger and $34.3 million ($27.8 million after-tax) for the six months ended June 30, 2026 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 and six months ended MarchJune 31,30, 2026, are integration and acquisition related costs of $59.4$40.1 million ($46.7$38.0 million after-tax) and $99.5 million ($84.8 million after-tax), respectively, related to the Merger. The net impact of these items reduced operating income for the three and six months ended MarchJune 31,30, 2026, by $97.8$87.1 million ($77.6$73.3 million after-tax) and $184.9 million ($150.9 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.26. Included in selling, general$0.26 and administrative$0.52, 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.respectively.

3) EBITA is defined as earnings before interest, income taxestaxes, and amortizationamortization, principally 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$0.31 and $0.08 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $0.60 and $0.15 for the six months ended June 30, 2026 and 2025, respectively.

4) The effect on EBITA Margin of dispositions and assets held for sale for the three and six months ended MarchJune 31,30, 2026 wasreduced arevenue $627.2by $567.5 million reductionand to$1.2 revenuebillion, respectively, and areduced $27.9EBITA by $58.5 million reductionand to$86.4 EBITA,million, whichrespectively, resultedresulting in a 1.0% decrease in EBITA Margin.Margin of 0.6% and 0.9%, respectively.

1) Revenue for the three and six months ended MarchJune 31,30, 2026,2026 includes amounts attributable to disposals or entities classified as held for sale, consisting of $627.2$567.5 million.million and $1.2 billion, respectively.

The mixcomponents of our revenue did not change substantially as a resultbecause of the Merger. AcrossFor ourthe disciplines,three months ended June 30, 2026, revenue increased $2.5 billion across our disciplines as follows year-over-year: Integrated Media, $1,173.0$1.3 million,billion, Advertising, $385.6$367.2 million, Public Relations, $286.7$338.9 million, Health, $337.5$260.1 million, and Experiential & Other, $369.7$320.4 million. Constant currency growth was $2,378.4$2.5 million,billion, or 64.4%,61.7%, compared to the prior yearprior-year period. Changes in foreign currency exchange rates period-over-period increased revenue $174.2$69.0 million, or 4.7%.1.7%. The increase in revenue from foreign exchange translation was primarily related to the strengthening of most currencies, including the Euro, BritishAustralian PoundDollar. Brazilian Real and AustralianMexican Dollar,Peso, against the U.S. Dollar.

1) Revenue for the three and six months ended MarchJune 31,30, 2026,2026 includes amounts attributable to disposals or entities classified as held for sale, consisting of $627.2$567.5 million.million and $1.2 billion, respectively.

Worldwide revenue increased across our geographic markets for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, as follows, and was primarily driven by the acquisition of IPG: North America, $1,773.6$1.8 million,billion, Latin America, $99.7$133.9 million, Europe, $444.0$421.2 million, Middle East and Africa, $73.4$75.6 million, and Asia-Pacific, $161.8$135.1 million.

In North America, constant currency growth period-over-period for the three and six months ended MarchJune 31,30, 2026 was primarily driven by the merger and a strong performance in the United States. TheNorth mixAmerica's share of our businessrevenue increased in North America as a resultbecause of the Merger.

In Latin America, constant currency growth for the three and six months ended MarchJune 31,30, 2026, compared to the prior year periods, was led by our Integrated Media discipline,and Advertising disciplines, including from the impact of the IPG acquisition. Growth was across all countries in the region. Foreign currency exchange rate changes increased revenue in the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025, primarily as a result of the strengthening of the Brazilian Real, Mexican Peso, Brazilian RealPeso and ColumbianColombian Peso,Peso against the U.S. Dollar period-over-period.

In Europe, compared to the prior year periods, constant currency growth for the three and six months ended MarchJune 31,30, 2026 was primarily due to the acquisition of IPG. Foreign currency exchange rate changes increased revenue for the three and six months ended MarchJune 31,30, 2026, primarily as a result of the strengthening of the Euro and the British Pound against the U.S. Dollar period-over-period. TheEMEA's mixshare of our business in EMEA hasrevenue decreased as a resultbecause of the Merger.

In the U.K., for the three and six months ended MarchJune 31,30, 2026, constant currency growth period-over-period was 36.9%.40.9% and 39.1%, respectively, primarily due to the Merger. The mix of our business in the U.K. was 9.4% and 9.3%, for the three and six months ended MarchJune 31,30, 20262026, respectively, and 10.7%,10.8% for both the three and six months ended MarchJune 31,30, 2025 as a result of the Merger.2025.

In Continental Europe, which includes the Euro Zone and the other European countries, constant currency growth was 29.2%.14.8% and 14.3% for the three and six months ended June 30, 2026, respectively, primarily due to the merger. Foreign currency exchange rate changes increased revenue 13.9%3.6% and 8.3% for the three and six months ended MarchJune 31,30, 2026, respectively, primarily as a result of the strengthening of the Euro against the U.S. Dollar period-over-period.

In the Middle East and Africa, for the three months ended March 31, 2026, constant currency growth was 94.0%,101.3% and 97.6% for the three and six months ended June 30, 2026, respectively, primarily due to the merger and growth acrossin substantially all countries in the region.

In Asia-Pacific, constant currency growth increased for the three and six months ended MarchJune 31,30, 2026, withprimarily due to the merger and a strong performance in all markets in the region. Foreign currency exchange rate changes increased revenue 4.7%1.7% and 3.1% for the three and six months ended MarchJune 31,30, 2026, respectively, primarily as a result of the strengthening of most currencies against the U.S. Dollar, including the Australian Dollar and Chinese Renminbi, partially offset by the weakening of the Japanese Yen against the U.S. Dollar. TheAsia-Pacific's mixshare of our business in Asia-Pacificrevenue decreased as a resultbecause of 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 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 and six months ended MarchJune 31,30, 2026.

Operating expenses for the three months ended MarchJune 31,30, 2026 increased $2,358.9$2.1 million,billion, or 72.9%,57.7%, to $5,596.7$5.6 millionbillion compared to the prior year,year period, primarily due to the acquisition of IPG. Included in operating expenses for the three months ended MarchJune 31,30, 2026 are $4.1$47.0 million,million ($35.3 million after-tax) of repositioning costs, 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.costs. In addition, we incurred integration costs related to the acquisition of IPG of $59.4$40.1 million,million ($38.0 million after-tax), 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 MarchJune 31,30, 2025 are acquisition related costs of $33.8$66.0 million ($32.7$61.6 million after-tax), related to the Merger.Merger (see Note 1 to the consolidated financial statements). Included in operating expenses for the three months ended June 30, 2025 are $88.8 million ($67.2 million after-tax) of repositioning costs, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group (see Note 10 to the consolidated financial statements).

Salary and service costs for the three months ended MarchJune 31,30, 2026 increased $1,893.3$1.8 million,billion, or 68.9%,60.7%, to $4,639.6$4.7 million,billion, compared to the prior yearprior-year period. Salary and related costs for the three months ended MarchJune 31,30, 2026 increased $1,281.1$1.1 million,billion, or 72.0%,62.3%, to $3,061.6$3.0 million,billion, 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 MarchJune 31,30, 2026 increased $568.9$604.0 million, or 71.4%,65.8%, to $1,365.7$1.5 million,billion, primarily as a result of the IPG acquisition, as well as constant currency impactsgrowth in our Integrated Media discipline. Third-party incidental costs for the three months ended MarchJune 31,30, 2026 increased $43.3$37.9 million, or 25.6%,20.3%, to $212.3$224.3 million, primarily due to revenue growth and our acquisition of IPG.

Occupancy and other costs for the three and six months ended MarchJune 31,30, 2026, which are less directly linked to changes in revenue than salary and service costs, increased by $212.7$178.5 million, or 67.6%,54.8%, to $527.3$504.4 million and increased by $391.2 million, or 61.1%, to $1.0 billion, respectively, primarily due to the additional real estate footprint from the IPG acquisition. As a percentage of revenue, occupancy and other costs were relatively flat compared to the prior year period.

SG&A expenses increased by $38.6 million and $145.2 million for the three and six months ended MarchJune 31,30, 20262026, by $106.6 million,respectively, compared to the same periodperiods in 2025, primarily due to the acquisition of IPG,IPG. includingSG&A expenses included integration and acquisition relatedacquisition-related costs in connection with the acquisition of IPG of $59.4$40.1 million ($46.7$38.0 million after-tax) and $33.8acquisition-related costs of $66.0 million ($32.7$61.6 million after-tax), infor the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively. SG&A expenses included integration and acquisition-related costs of $99.5 million ($84.8 million after-tax) and acquisition-related costs of $99.8 million ($94.3 million after-tax) for the six months ended June 30, 2026 and June 30, 2025, respectively (see Note 1 toof the unaudited consolidated financial statements).

Operating income for the three months ended MarchJune 31,30, 2026 increased $193.6$483.3 million to $646.2$922.5 million, and operating margin decreasedincreased to 10.4%14.1% from 12.3%10.9% compared to the same period in 2025.2025 due to factors discussed above. Amortization expense for the three months ended MarchJune 31,30, 2026 increased by $95.6$97.9 million to $117.4$117.7 million, primarily related to the Merger, which decreased operating income and margin. EBITA for the three months ended MarchJune 31,30, 2026 increased $289.2$581.2 million to $763.6$1,040.2 million, and EBITA margin decreasedincreased to 12.2%15.9% from 12.9%.11.4%. Integration and acquisition related costs related to the Merger and severance and other repositioning costs recorded in the firstsecond quarter of 2026 (see Notes 1 and 10 to the unauditedconsolidated financial statements) reduced both operating income and EBITA by $97.8$87.1 million, and reduced both operating margin and EBITA margin by 1.5%.1.3%. Acquisition related costs and repositioning costs recorded in the firstsecond quarter of 2025 reduced both operating income and EBITA by $33.8$154.8 million, and reduced both operating margin and EBITA margin by 0.9%.3.9%. The effect on EBITA margin for assets held for sale or disposition for the three months ended MarchJune 31,30, 2026 and 2025 was 1.0%0.6% and 0.8%,0.5%, respectively.

Net interest expense for the three months ended MarchJune 31,30, 2026 increased $42.6$52.6 million period-over-period to $72.0$93.3 million. Interest expense on debt for the three months ended MarchJune 31,30, 2026 increased $57.7$61.3 million period-over-period to $113.8$120.1 million, due to higher average long-term debt balances resulting primarily from the assumption of IPG’s long-term debt following the merger,Merger, as well as refinancing activities completed during the first quarter of 2026, which resulted in approximately $1 billion of incremental long-term debt. Interest income in the three months ended MarchJune 31,30, 2026 increased $17.3$8.0 million to $47.0$29.9 million, primarily due to higher average cash balances.