[Form 4] OMNICOM GROUP INC. Insider Trading Activity

Rhea-AI Filing Summary

Valerie Williams, a Director of Omnicom Group Inc. (OMC), reported a Section 16 transaction showing she elected to defer receipt of 628.6 shares of Omnicom common stock on 10/01/2025 under the Omnicom Group Inc. 2021 Incentive Award Plan. The deferred shares were recorded at a $0 acquisition price and increased the reporting person's total beneficial ownership to 23,641.85 shares following the transaction. The filing notes that the reported total includes dividends on deferred shares that were reinvested and credited on July 9, 2025. The Form 4 was signed on 10/03/2025 by an attorney-in-fact.

Positive

• Deferral of 628.6 shares shows use of the company’s 2021 Incentive Award Plan
• Beneficial ownership increased to 23,641.85 shares, including reinvested dividends credited July 9, 2025

Negative

• None.

Insights

Corporate Governance Expert

Director elected to defer 628.6 shares under the company plan on 10/01/2025.

This Form 4 documents an internal compensation election rather than an open-market trade: the reporting person deferred receipt of awards under the 2021 Incentive Award Plan, recorded at $0. That treatment is customary for deferred equity awards which convert compensation into future stock holdings.

The filing also discloses that reinvested dividends were credited on July 9, 2025, which explains part of the 23,641.85 shares now reported as beneficially owned. The transaction does not indicate sale or disposition activity.

Executive Compensation Expert

Deferral reflects use of the company’s incentive plan, not a cash purchase or sale.

The report shows a non‑derivative award deferral (code V) with 628.6 shares added to the reporting person’s holdings at $0 cost. This is a bookkeeping entry consistent with deferred equity compensation programs.

The inclusion of reinvested dividends credited on July 9, 2025 is itemized, clarifying how the total beneficial ownership reached 23,641.85 shares.

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^*

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. [ OMCV ]

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

	Director	X	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	23,641.85(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 July 9, 2025.

	/s/ Eric J. Cleary, Attorney in Fact for Valerie Williams	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.

FAQ

What did Omnicom director Valerie Williams report on Form 4 (OMC)?

She reported electing to defer 628.6 shares under the 2021 Incentive Award Plan on 10/01/2025, increasing beneficial ownership to 23,641.85 shares.

Was there a cash purchase or sale in the reported transaction for OMC?

No. The transaction is recorded at a $0 price, indicating a deferral of awarded shares rather than an open‑market purchase or sale.

Does the Form 4 show any dividend activity related to the deferred shares?

Yes. The filing states dividends on deferred shares were reinvested and credited on July 9, 2025.

When was the Form 4 signed and filed for this transaction?

The signature by an attorney‑in‑fact appears with the date 10/03/2025 on the filing.

What reporting code was used for the transaction on Form 4?

The transaction is reported with code V, which denotes the election to defer the receipt of shares under a company plan.