Omnicom Group Inc. (NYSE: OMC) director reports deferred share awards

Rhea-AI Filing Summary

Omnicom Group Inc. director Mark D. Gerstein reported new acquisitions of company common stock through deferred compensation elections. On January 1, 2026, he acquired 634.68 shares and 278.64 shares of Omnicom common stock at a stated price of $0 per share, reflecting his election to defer receipt of these shares under the Omnicom Group Inc. 2021 Incentive Award Plan, including a quarterly payment of his annual retainer.

After these transactions, he beneficially owned 14,055.32 shares of Omnicom common stock in direct form, which includes dividends on deferred shares that were reinvested in company stock and credited on October 10, 2025. The filing is made as a Form 4 by a single reporting person serving as a director of Omnicom Group Inc.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gerstein Mark D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.15 per share	634.68	$0.00	--
Grant/Award	Common Stock, par value $0.15 per share	278.64	$0.00	--

Holdings After Transaction: Common Stock, par value $0.15 per share — 13,776.68 shares (Direct)

Footnotes (1)

1. The reporting person elected to defer receipt of these shares under the terms of the Omnicom Group Inc. 2021 Incentive Award Plan. 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. Includes dividends on deferred shares that are reinvested in company stock, credited on October 10, 2025.

Form 4 Insider Transactions: What Each Field Means →

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
01/01/2026

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	01/01/2026		A		634.68(1)	A	$0	13,776.68(3)	D
Common Stock, par value $0.15 per share	01/01/2026		A		278.64(2)	A	$0	14,055.32(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 October 10, 2025.

	/s/ Eric J. Cleary, Attorney in Fact for Mark D. Gerstein	01/05/2026
	** 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.

FAQ

What insider transaction did Omnicom Group Inc. (OMC) report in this Form 4?

The Form 4 reports that director Mark D. Gerstein acquired Omnicom Group Inc. common stock on January 1, 2026 through elections to defer receipt of shares under the Omnicom Group Inc. 2021 Incentive Award Plan, rather than through an open-market purchase.

How many Omnicom (OMC) shares did the director acquire on January 1, 2026?

On January 1, 2026, the director acquired 634.68 shares of Omnicom common stock and an additional 278.64 shares of Omnicom common stock, both recorded at a stated price of $0 per share.

Why were Omnicom (OMC) shares reported at a price of $0 in this Form 4?

The transactions are reported at $0 because the reporting person elected to defer receipt of these shares under the Omnicom Group Inc. 2021 Incentive Award Plan, including shares representing a quarterly payment of his annual retainer, rather than buying them for cash.

What is the director’s total beneficial ownership of Omnicom (OMC) shares after these transactions?

Following the reported transactions, the director beneficially owned 14,055.32 shares of Omnicom Group Inc. common stock in direct form, which includes dividends on deferred shares that were reinvested in company stock and credited on October 10, 2025.

How do dividends affect the reported Omnicom (OMC) share balance in this filing?

The explanation notes that the beneficially owned amount includes dividends on deferred shares that are reinvested in company stock, with such dividends credited on October 10, 2025, increasing the total deferred share balance.

What is the relationship of the reporting person to Omnicom Group Inc. (OMC)?

The reporting person is identified as a Director of Omnicom Group Inc. and the Form 4 is indicated as being filed by one reporting person.