[8-K] Omnicom Group Inc. Reports Material Event

Rhea-AI Filing Summary

Omnicom filed an 8-K disclosing material risks and related communications tied to its pending merger with IPG. The filing summarizes the existence of Exchange Offers and Consent Solicitations and lists a range of transaction- and market-related risks that could affect completion and outcomes. Those risks include possible failure or delay of the merger, regulatory review and imposed conditions, disruption or loss of key personnel and clients, integration and litigation risks, transaction costs, macroeconomic and geopolitical disruptions, client spending declines, cybersecurity and AI-related risks, and other operational, legal and international risks. The filing also attaches a joint press release and an interactive data file as exhibits.

Positive

• Disclosure of Exchange Offers and Consent Solicitations and inclusion of the joint press release improve transparency for investors
• Comprehensive risk enumeration provides stakeholders with clear notification of potential transaction and operational exposures

Negative

• Extensive merger execution risks are disclosed, including that the merger may not be completed or may be delayed
• Regulatory review could impose conditions that adversely affect the combined company or expected benefits
• Potential loss of clients, key employees, and disruption to business relationships during the merger process
• Significant transaction and integration costs, plus litigation risk could materially affect outcomes

Insights

M&A Specialist

TL;DR: This filing formally discloses extensive merger-related risks and supporting communications; it signals material uncertainty around transaction completion.

The document lists standard but comprehensive risk factors tied to a proposed merger, including regulatory approval risk, integration challenges, potential client and employee attrition, litigation exposure, and transaction costs. It also confirms Exchange Offers and Consent Solicitations are underway and that a joint press release was issued. For investors, these disclosures increase legal and execution-related visibility but do not change underlying financial metrics provided elsewhere.

Corporate Governance Expert

TL;DR: Detailed risk disclosures and soliciting communications reflect governance prudence but underscore material execution risk.

The filing demonstrates adherence to disclosure requirements by enumerating potential negative outcomes from the merger process and by filing related communications as exhibits. The breadth of risks—regulatory, operational, reputational and integration—highlights governance focus on informing stakeholders. This is informative for assessing governance oversight but does not itself resolve the transaction risks described.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

Form 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2025

OMNICOM GROUP INC.

(Exact name of registrant as specified in its charter)

New York		1-10551		13-1514814
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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

(212) 415-3600

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.15 per share		OMC		New York Stock Exchange
0.800% Senior Notes due 2027		OMC/27		New York Stock Exchange
1.400% Senior Notes due 2031		OMC/31		New York Stock Exchange
3.700% Senior Notes due 2032		OMC/32		New York Stock Exchange
2.250% Senior Notes due 2033		OMC/33		New York Stock Exchange

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

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On August 25, 2025, Omnicom Group Inc. (“Omnicom”) and The Interpublic Group of Companies, Inc. (“IPG”) issued a joint press release announcing the early participation results of Omnicom’s previously announced (a) offers to exchange (collectively, the “Exchange Offers”) any and all outstanding (i) 4.650% Notes due 2028 (the “Existing IPG 2028 Notes”), (ii) 4.750% Notes due 2030 (the “Existing IPG 2030 Notes”), (iii) 2.400% Notes due 2031 (the “Existing IPG 2031 Notes”), (iv) 5.375% Notes due 2033 (the “Existing IPG 2033 Notes”), (v) 3.375% Notes due 2041 (the “Existing IPG 2041 Notes”) and (vi) 5.400% Notes due 2048 (the “Existing IPG 2048 Notes” and, together with the Existing IPG 2028 Notes, the Existing IPG 2030 Notes, the Existing IPG 2031 Notes, the Existing IPG 2033 Notes and the Existing IPG 2041 Notes, collectively, the “Existing IPG Notes”), each series as issued by IPG, for up to (1) $2.95 billion aggregate principal amount of new senior notes to be issued by Omnicom and (2) cash; and (b) solicitations of consents (collectively, the “Consent Solicitations”), on behalf of IPG, from eligible holders of the Existing IPG Notes to amend the applicable indenture governing the Existing IPG Notes (each an “Existing IPG Indenture” and, collectively, the “Existing IPG Indentures”), to eliminate certain of the covenants, restrictive provisions and events of default from such Existing IPG Indentures (collectively, the “Proposed Amendments”).

As of 5:00 p.m., New York City time, on August 22, 2025 (the “Early Tender Date”), Omnicom had received consents from holders representing (i) 89.67% in principal amount of the Existing IPG 2028 Notes; (ii) 90.22% in principal amount of the Existing IPG 2030 Notes; (iii) 91.37% in principal amount of the Existing IPG 2031 Notes; (iv) 92.19% in principal amount of the Existing IPG 2033 Notes; (v) 98.77% in principal amount of the Existing IPG 2041 Notes; and (vi) 97.57% in principal amount of the Existing IPG 2048 Notes. In accordance with the terms of the Existing IPG Indentures and the confidential offering memorandum and consent solicitation statement, dated August 11, 2025, Omnicom has received consents of the eligible holders of a majority in aggregate principal amount of each series of the Existing IPG Notes sufficient to adopt the Proposed Amendments for each Existing IPG Indenture. Accordingly, consents delivered in the Consent Solicitations with respect to each series of Existing IPG Notes may no longer be revoked.

On August 22, 2025, IPG executed the Thirteenth Supplemental Indenture (the “New IPG Supplemental Indenture”) to the Existing IPG Indentures in order to effect the Proposed Amendments approved in the Consent Solicitations. The Proposed Amendments included in the New IPG Supplemental Indenture will become operative (i) only upon the settlement date for the Exchange Offers and the Consent Solicitations, which is expected to be within two business days after the expiration date of the Exchange Offers at 5:00 p.m., New York City time, on September 9, 2025 (the “Expiration Date”), and (ii) subject to satisfaction or waiver of certain conditions, including the completion of Omnicom’s pending transaction to acquire IPG contemplated by the Agreement and Plan of Merger, dated as of December 8, 2024 (such transaction, the “Merger”). Omnicom may waive any such condition at any time with respect to an Exchange Offer (other than the condition that the Merger shall have been completed).

To the extent the completion of the Merger is not anticipated to occur on or before the settlement date, for any reason, Omnicom anticipates extending the Expiration Date until such time that the Merger has been completed. Any such extension of the Expiration Date will correspondingly extend the settlement date. During any extension of the Expiration Date, all Existing IPG Notes not previously tendered (or validly withdrawn) in an extended Exchange Offer will remain subject to such Exchange Offer and may be accepted for exchange by Omnicom.

A copy of the press release announcing the early participation results of the Exchange Offers and Consent Solicitations is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

This Form 8-K is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K (including the exhibits) contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, Omnicom or IPG or their representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of Omnicom’s and IPG’s management as well as assumptions made by, and information currently available to, Omnicom’s and IPG’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside Omnicom’s and IPG’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include:

● risks relating to the pending merger between Omnicom and IPG, including: that the merger may not be completed in a timely manner or at all, which could result in the termination of the Exchange Offers and Consent Solicitations; delays, unanticipated costs or restrictions resulting from regulatory review of the merger, including the risk that Omnicom or IPG may be unable to obtain governmental and regulatory approvals required for the merger, or that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger; uncertainties associated with the merger may cause a loss of both companies’ management personnel and other key employees, and cause disruptions to both companies’ business relationships and a loss of clients; the merger agreement subjects Omnicom and IPG to restrictions on business activities prior to the effective time of the merger; Omnicom and IPG are expected to incur significant costs in connection with the merger and integration; litigation risks relating to the merger; the business and operations of both companies may not be integrated successfully in the expected time frame; the merger may result in a loss of both companies’ clients, service providers, vendors, joint venture participants and other business counterparties; and the combined company may fail to realize all or some of the anticipated benefits of the merger or fail to effectively manage its expanded operations;

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

● international, national or local economic conditions that could adversely affect Omnicom, IPG or their respective clients;

● losses on media purchases and production costs incurred on behalf of clients;

● reductions in client spending, a slowdown in client payments or a deterioration or disruption in the credit markets;

● the ability to attract new clients and retain existing clients in the manner anticipated;

● changes in client marketing and communications services requirements;

● failure to manage potential conflicts of interest between or among clients;

● unanticipated changes related to competitive factors in the marketing and communications services industries;

● unanticipated changes to, or the ability to hire and retain key personnel;

● currency exchange rate fluctuations;

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● reliance on information technology systems and risks related to cybersecurity incidents;

● effective management of the risks, challenges and efficiencies presented by utilizing artificial intelligence (AI) technologies and related partnerships;

● changes in legislation or governmental regulations affecting Omnicom, IPG or their respective clients;

● risks associated with assumptions made in connection with acquisitions, critical accounting estimates and legal proceedings;

● risks related to international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and an evolving regulatory environment in high-growth markets and developing countries;

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

● the outcome of the Exchange Offers and Consent Solicitations; and

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

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect Omnicom’s and IPG’s businesses, including those described in Omnicom’s and IPG’s respective Annual Reports on Form 10-K and in other documents filed from time to time with the SEC. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, neither Omnicom nor IPG undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release of Omnicom and IPG, dated August 25, 2025, related to the Exchange Offers and Consent Solicitations
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OMNICOM GROUP INC.
Date: August 25, 2025	By:	/s/ Louis F. Januzzi
		Name:	Louis F. Januzzi
		Title:	Senior Vice President, General Counsel and Secretary

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FAQ

What did Omnicom's 8-K (OMC) disclose about its merger with IPG?

The 8-K discloses that Exchange Offers and Consent Solicitations are underway and lists multiple risks tied to the pending merger, including regulatory, integration, personnel, client retention, litigation and cost risks.

Does the filing indicate the merger may not be completed?

Yes. The filing explicitly states the merger may not be completed in a timely manner or at all, which could affect the Exchange Offers and Consent Solicitations.

What exhibits were attached to the 8-K?

The filing attaches a joint press release related to the Exchange Offers and Consent Solicitations and an interactive data file.

Which types of operational risks does Omnicom highlight?

Operational risks include potential loss of clients and key personnel, integration challenges, reliance on IT and cybersecurity risks, AI implementation risks, and supply chain or labor disruptions.

Are regulatory approvals mentioned as a risk?

Yes. The filing warns that governmental and regulatory approvals may be required and that approvals could impose conditions adverse to the combined company.