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

Rhea-AI Filing Summary

Amaze Holdings, Inc. (NYSE American: AMZE), formerly Fresh Vine Wine, filed an 8-K dated 11 July 2025 to disclose a new consulting agreement and related unregistered share issuance.

• Consulting Agreement: Signed 11 July 2025 with DNA Holdings Venture Inc. (Puerto Rico) for a 12-month term, auto-renewable for another 12 months unless cancelled on 30-days notice.
• Scope of Services: Crypto strategy & token architecture, e-commerce/Web3 integration, cross-border currency solutions, credibility/visibility support and market-making for the Company’s planned Token Generation Event.
• Consideration: Company issued 100,000 common shares to the Consultant. No cash payment disclosed.
• Unregistered Securities: Shares issued under Section 4(a)(2) and/or Rule 506(b) of Regulation D, relying on the private-offering exemption.
• Reg FD: A press release announcing the agreement was furnished as Exhibit 99.1 on 15 July 2025.
• Exhibits: 10.1 (Consulting Agreement), 99.1 (Press Release), 104 (Cover Page iXBRL file).

No financial performance metrics were provided in this filing. The transaction introduces crypto-related strategic initiatives while creating modest share dilution.

Positive

• Strategic expansion into crypto/Web3 through an experienced consultant, potentially diversifying revenue streams.
• Cash-conserving compensation; payment in 100,000 shares preserves liquidity.

Negative

• Equity dilution: issuance of additional shares, albeit modest without share-count context.
• Regulatory and execution risk tied to crypto token initiatives.

Insights

Financial Analyst

TL;DR – Neutral impact; strategic crypto move offset by small equity dilution.

The 8-K reveals Amaze Holdings’ pivot toward tokenization via a consulting deal with DNA Holdings Venture. The structure is asset-light—compensation is limited to 100,000 shares, so cash burn is minimal. Without knowing the company’s shares outstanding, it is hard to quantify dilution, but the amount is likely immaterial for a NYSE-listed issuer. Strategically, embracing Web3 could open new revenue channels; however, execution risk and regulatory uncertainty around crypto assets remain high. Because the filing lacks earnings or financial guidance, the immediate valuation impact is limited. Overall, the disclosure is informative but not transformational for near-term fundamentals.

Crypto Industry Specialist

TL;DR – Advisory pact adds Web3 credentials but carries compliance risk.

Partnering with DNA Holdings gives Amaze Holdings ready-made expertise in token architecture and market-making—critical for a successful Token Generation Event. The 12-month auto-renew structure offers flexibility while aligning incentives through equity. Yet, U.S. regulatory posture toward tokens is fluid; absent detailed compliance frameworks, the initiative could trigger future SEC scrutiny. Investors should monitor subsequent disclosures outlining token economics, jurisdictional structuring and KYC/AML controls.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 15, 2025

OMNICOM GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

Registrant’s telephone number, including area code: (212) 415-3600

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			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 2.02. Results of Operations and Financial Condition.

On July 15, 2025, Omnicom Group Inc. (“Omnicom” or the “Company”) published an earnings release reporting its financial results for the three and six months ended June 30, 2025. A copy of the earnings release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein in its entirety.

Item 7.01. Regulation FD Disclosure.

On July 15, 2025, Omnicom hosted an earnings call and posted on its website a related investor presentation in connection with publishing its financial results for the three and six months ended June 30, 2025. A copy of the presentation is furnished as Exhibit 99.2 to this report and is incorporated by reference herein in its entirety.

The information under Items 2.02 and 7.01 above (including Exhibits 99.1 and 99.2 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements.

Certain statements in the exhibits to this Current Report on Form 8-K contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’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 the Company’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 with The Interpublic Group of Companies, Inc., or IPG, including: that the merger may not be completed in a timely manner or at all; 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; the merger agreement subjects the Company and IPG to restrictions on business activities prior to the effective time of the merger; the Company 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 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 our major markets, labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets;

•international, national or local economic conditions that could adversely affect the Company or its clients;

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

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

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

•changes in client marketing and communications services requirements;

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

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

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

•currency exchange rate fluctuations;

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

•effective management of the risks, challenges and efficiencies presented by utilizing Artificial Intelligence (AI) technologies and related partnerships in our business;

•changes in legislation or governmental regulations affecting the Company or its clients;

•risks associated with assumptions the Company makes in connection with its acquisitions, critical accounting estimates and legal proceedings;

•the Company’s 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; and

•risks related to our environmental, social 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.

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 and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Earnings release dated July 15, 2025.
99.2						Investor presentation materials dated July 15, 2025.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.
			By:			/s/ Andrew L. Castellaneta
						Name:			Andrew L. Castellaneta
						Title:			Senior Vice President, Chief Accounting Officer
Date: July 15, 2025

FAQ

What did Amaze Holdings (AMZE) announce in its July 2025 8-K?

The company entered a one-year consulting agreement with DNA Holdings Venture Inc. to develop crypto and token strategies.

How many shares were issued to DNA Holdings Venture Inc.?

Amaze Holdings issued 100,000 shares of common stock as consideration.

Is the share issuance registered with the SEC?

No. The shares were issued under Section 4(a)(2) and/or Rule 506(b), relying on private-offering exemptions.

What services will DNA Holdings provide to AMZE?

Services include crypto strategy, token architecture, Web3 e-commerce integration, global currency solutions and market-making for the planned Token Generation Event.

When does the consulting agreement expire?

The initial term is 12 months from 11 July 2025 and automatically extends another 12 months unless either party terminates with 30-days notice.

Did the 8-K include any financial results or guidance?

No financial performance metrics or guidance were provided in this filing.