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

Rhea-AI Filing Summary

Omnicom and IPG have disclosed material risks tied to their proposed merger, including regulatory, operational and financial uncertainties. The filing warns the merger may not close or could be delayed, regulatory approvals could be withheld or conditioned, and both companies may face significant integration costs, litigation and restrictions on business activities before closing. It also highlights potential loss of key personnel and clients, reductions in client spending, currency and cybersecurity risks, challenges from AI adoption, and other operational and market risks that could prevent the combined company from realizing expected benefits.

Positive

• Anticipated benefits of the merger are explicitly referenced, indicating management expects strategic or financial advantages from combining Omnicom and IPG
• Formal communication and disclosure includes a joint press release (Exhibit 99.1), showing coordinated investor outreach regarding the Exchange Offers and Consent Solicitations

Negative

• Merger may not be completed, or could be delayed, which could terminate the Exchange Offers and Consent Solicitations
• Regulatory approval risk with possible conditions that could adversely affect the combined company or expected benefits
• Significant integration and transaction costs are expected, which may impact near-term financials
• Risk of key personnel and client loss leading to disruptions in business relationships and revenue
• Potential litigation related to the merger could create additional expenses and uncertainty
• Operational risks including cybersecurity, AI integration challenges, currency fluctuations, and supply-chain or macroeconomic disruptions

Insights

Financial Analyst

TL;DR: The disclosure catalogs common, material merger risks that could affect near-term earnings and integration costs.

The filing provides a comprehensive list of downside scenarios that investors should consider: potential failure or delay of the transaction, regulatory conditions that could dilute expected synergies, higher-than-expected integration costs, litigation exposure, and client attrition risks. These items are standard for large mergers but are material because they directly affect revenue continuity and cost forecasts for the combined entity. The firm explicitly notes risks from macroeconomic pressures, currency volatility and disruptions to media buying and production, which could pressure top-line performance.

M&A Specialist

TL;DR: The filing flags typical transaction execution and integration risks that could impede achieving anticipated merger benefits.

The disclosure emphasizes regulatory review risk, pre-closing operational restrictions, and integration complexity—each a primary driver of deal execution risk. It also identifies talent loss and client attrition as critical integration hazards. Mention of significant expected costs and potential litigation suggests management anticipates meaningful near-term expenses and legal challenges related to the transaction. These are material considerations for assessing deal accretion and timing of expected synergies.

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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): September 9, 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 September 9, 2025, Omnicom Group Inc. (“Omnicom”) and The Interpublic Group of Companies, Inc. (“IPG”) issued a joint press release announcing that Omnicom extended the expiration date of its 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.

The expiration date is extended from 5:00 p.m., New York City time, on September 9, 2025, to 5:00 p.m., New York City time, on September 30, 2025, as may be further extended (the “Expiration Date”).

The Exchange Offers and the Consent Solicitations are being conducted in connection with 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”). To the extent the completion of the Merger is not anticipated to occur on or before the Expiration Date, for any reason, Omnicom anticipates further 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 joint press release announcing the extension of the Expiration Date 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

(d) Exhibits:

Exhibit No.		Description
99.1		Press Release of Omnicom and IPG, dated September 9, 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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SIGNATURE

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: September 9, 2025	By:	/s/ Louis F. Januzzi
	Name:	Louis F. Januzzi
	Title:	Senior Vice President, General Counsel and Secretary

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FAQ

What are the primary risks disclosed about the Omnicom (OMC) and IPG merger?

The filing lists transaction failure or delays, regulatory approval risk, significant integration costs, litigation, loss of key personnel and clients, and operational risks like cybersecurity and currency fluctuations.

Does the filing mention any investor communications about the transaction?

Yes; the filing references a joint press release of Omnicom and IPG related to the Exchange Offers and Consent Solicitations (Exhibit 99.1).

Are there regulatory or governmental approval risks noted?

Yes; the filing explicitly states that the companies may be unable to obtain required governmental and regulatory approvals or that approvals could impose adverse conditions.

Does the document indicate financial impacts from the merger process?

The filing states the companies are expected to incur significant costs in connection with the merger and integration, which could affect near-term financial results.

Does the filing address operational risks like cybersecurity or AI?

Yes; it specifically cites reliance on information technology and cybersecurity risks and challenges in managing risks and efficiencies from AI technologies and related partnerships.