[Form 4] Omnicom Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: Director Cassandra Santos reported an insider transaction in Omnicom Group Inc. (OMC) dated 07/01/2025.

• Transaction type: Acquisition of 712.4 common shares. The shares were not bought on the open market but represent deferred compensation under the 2021 Incentive Award Plan, therefore recorded at a price of $0.
• Post-transaction holdings: Santos now directly holds 3,837.65 OMC shares, which include reinvested dividends credited on 04/09/2025.
• Ownership form: Direct.
• Signatory: The filing was executed by attorney-in-fact Eric J. Cleary on 07/03/2025.

No derivative securities were reported, and there were no dispositions. The filing does not disclose any monetary consideration, market purchase, or sale, limiting its potential market impact.

Insights

Securities Analyst

TL;DR: Small, compensation-related insider acquisition; informational only, limited market impact.

The 712-share acquisition stems from deferred equity, not an open-market buy, and brings the director’s stake to roughly 3.8 k shares. Given Omnicom’s ~200 m shares outstanding, the transaction is immaterial (<0.001%). There is no price signal or liquidity effect, so I classify the disclosure as neutral for investors.

Corporate Governance Expert

TL;DR: Routine director deferral under incentive plan; neutral governance signal.

Electing to defer equity aligns director compensation with shareholder interests, but the modest size means governance influence is negligible. No red flags—standard Rule 10b5-1 acknowledgement and timely filing. Impact on governance or share price is minimal.

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^*

Williams Valerie

(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)
07/01/2025

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	07/01/2025		A		712.4(1)	A	$0	22,799.99(2)	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. Includes dividends on deferred shares that are reinvested in company stock, credited on April 9, 2025.

	/s/ Eric J. Cleary, Attorney in Fact for Valerie Williams	07/03/2025
	** 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.

FAQ

How many Omnicom (OMC) shares did Director Cassandra Santos acquire?

712.4 common shares were credited to her deferred-compensation account on 07/01/2025.

What is Cassandra Santos’s total OMC shareholdings after the transaction?

She now directly owns 3,837.65 shares of Omnicom Group Inc.

Was the transaction an open-market purchase?

No. The shares were received at $0 under the Omnicom 2021 Incentive Award Plan (deferred compensation).

Did the Form 4 report any sales or derivative transactions?

No sales or derivative security transactions were disclosed in this filing.

When was the Form 4 signed and filed?

It was signed by attorney-in-fact Eric J. Cleary on 07/03/2025.