[8-K] OMNICOM GROUP INC. Reports Material Event

Rhea-AI Filing Summary

Omnicom Group Inc. (OMC) announced it has published its earnings release and an investor presentation for the three and nine months ended September 30, 2025. The materials were furnished as Exhibits 99.1 and 99.2, and the company hosted an earnings call in connection with the release.

The company emphasized that these materials are furnished, not filed, which limits their legal exposure under the Exchange Act. The disclosure includes forward‑looking statements and a detailed risk discussion, notably risks related to the pending merger with The Interpublic Group of Companies, including potential delays, regulatory conditions, integration challenges, costs, and possible client or personnel losses. Broader macro risks cited include economic conditions, inflation, interest rate policies, currency fluctuations, cybersecurity, and the effective use of AI technologies.

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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): October 21, 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 October 21, 2025, Omnicom Group Inc. (“Omnicom” or the “Company”) published an earnings release reporting its financial results for the three and nine months ended September 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 October 21, 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 nine months ended September 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 October 21, 2025.
99.2						Investor presentation materials dated October 21, 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: October 21, 2025

FAQ

What did Omnicom (OMC) announce in this 8-K?

Omnicom furnished an earnings release and a related investor presentation for the three and nine months ended September 30, 2025.

Which exhibits were included with Omnicom’s announcement?

Exhibit 99.1 is the earnings release dated October 21, 2025, and Exhibit 99.2 is the investor presentation dated October 21, 2025.

Did Omnicom host an earnings call for Q3 2025?

Yes. Omnicom hosted an earnings call and posted an investor presentation alongside the results.

Are the materials considered filed or furnished?

They are furnished and not deemed filed, limiting liability under Section 18 of the Exchange Act.

What key risks did Omnicom highlight?

Risks tied to the pending merger with IPG, plus macroeconomic, regulatory, cybersecurity, FX, and AI‑related operational risks.

What period do the results cover for Omnicom (OMC)?

The three and nine months ended September 30, 2025.

Where can investors find details of the results?

In the furnished Exhibits 99.1 (earnings release) and 99.2 (investor presentation).