Omnicom director reports deferred stock awards

Gerstein Mark D reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Gerstein Mark D reported acquisition or exercise transactions in this Form 4 filing.

Omnicom Group Inc. director Mark D. Gerstein reported two stock awards of the company’s common stock on October 1, 2025, covering 628.6000 and 275.9700 shares at a stated price of $0.0000 per share. Accompanying notes state that he elected to defer receipt of these shares under the Omnicom Group Inc. 2021 Incentive Award Plan and that dividends on deferred shares are reinvested in company stock, with one such credit on July 9, 2025. Following these transactions, his direct holdings were 13,031.04 shares of common stock.

Insights

Corporate Governance / Insider Transactions Analyst

Director deferred equity awards totaling 904.57 shares via the company plan on 10/01/2025.

The filing records two deferral elections under the 2021 Incentive Award Plan: 628.6 shares (award deferral) and 275.97 shares (quarterly retainer deferral). Both transactions are listed as acquisitions at $0 because they reflect deferred compensation rather than open-market purchases.

The report also discloses that dividends on deferred shares were reinvested and credited on July 9, 2025, which increased the deferred share balance. This is a routine disclosure of director compensation elections and does not by itself indicate a change in control or a market transaction.

Insider Trade Summary

Grant/Award: 904.57 shares

Grant/Award 2 txns

Insider Gerstein Mark D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.15 per share	628.6	$0.00	$0.00
Grant/Award	Common Stock, par value $0.15 per share	275.97	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.15 per share — 13,031.04 shares (Direct)

Footnotes (3)

1. F1. The reporting person elected to defer receipt of these shares under the terms of the Omnicom Group Inc. 2021 Incentive Award Plan.
2. F2. The reporting person elected to defer receipt of these shares, which represent a quarterly payment of his annual retainer, under the terms of the Omnicom Group Inc. 2021 Incentive Award Plan.
3. F3. Includes dividends on deferred shares that are reinvested in company stock, credited on July 9, 2025.

Key Figures

Stock award 1: 628.6000 shares Stock award 2: 275.9700 shares Award price per share: $0.0000 per share +1 more

4 metrics

Stock award 1 628.6000 shares Non-derivative common stock award reported on October 1, 2025

Stock award 2 275.9700 shares Additional non-derivative common stock award reported on October 1, 2025

Award price per share $0.0000 per share Stated transaction price for both reported stock awards

Direct holdings after transactions 13,031.04 shares Canonical post-transaction holding of Omnicom common stock

Key Terms

2021 Incentive Award Plan, defer receipt, annual retainer, dividends on deferred shares

4 terms

2021 Incentive Award Plan financial

"under the terms of the Omnicom Group Inc. 2021 Incentive Award Plan"

defer receipt financial

"The reporting person elected to defer receipt of these shares"

annual retainer financial

"represent a quarterly payment of his annual retainer"

dividends on deferred shares financial

"Includes dividends on deferred shares that are reinvested in company stock"

FAQ

What insider transaction did Omnicom Group (OMC) report for Mark D. Gerstein?

Mark D. Gerstein, a director of Omnicom Group Inc., reported receiving two stock awards of common stock on October 1, 2025. These non-cash awards covered 628.6000 and 275.9700 shares and were recorded at a stated price of $0.0000 per share.

How many Omnicom (OMC) shares were granted to Mark D. Gerstein on October 1, 2025?

On October 1, 2025, Mark D. Gerstein was granted 628.6000 and 275.9700 Omnicom common shares. Both entries are reported as non-derivative stock awards, reflecting director compensation rather than open-market purchases.

At what price were the reported Omnicom (OMC) stock awards for Mark D. Gerstein recorded?

The reported stock awards to Mark D. Gerstein were recorded at $0.0000 per share. This zero price reflects that the shares were granted as compensation, not bought in the market, under Omnicom’s equity award arrangements.

What are Mark D. Gerstein’s direct Omnicom (OMC) holdings after these stock awards?

After these stock awards, Mark D. Gerstein’s direct holdings total 13,031.04 Omnicom common shares. This post-transaction balance reflects all directly held stock reported in connection with the October 1, 2025 transactions.

How does Omnicom’s 2021 Incentive Award Plan affect Mark D. Gerstein’s reported shares?

The disclosure states that Mark D. Gerstein elected to defer receipt of the reported shares under the Omnicom Group Inc. 2021 Incentive Award Plan. It also notes that dividends on deferred shares are reinvested in company stock, with one dividend credit on July 9, 2025.

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Accepted by SEC EDGAR 10/03/2025 - 04:34 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gerstein Mark D

(Last) (First) (Middle)

C/O OMNICOM GROUP INC.

280 PARK AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OMNICOM GROUP INC. [ OMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.15 per share	10/01/2025		A		628.6(1)	A	$0	12,755.07(3)	D
Common Stock, par value $0.15 per share	10/01/2025		A		275.97(2)	A	$0	13,031.04(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person elected to defer receipt of these shares under the terms of the Omnicom Group Inc. 2021 Incentive Award Plan.

2. The reporting person elected to defer receipt of these shares, which represent a quarterly payment of his annual retainer, under the terms of the Omnicom Group Inc. 2021 Incentive Award Plan.

3. Includes dividends on deferred shares that are reinvested in company stock, credited on July 9, 2025.

	/s/ Eric J. Cleary, Attorney in Fact for Mark D. Gerstein	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.