Omnicom director granted 680 deferred shares

MARTORE GRACIA C reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MARTORE GRACIA C reported acquisition or exercise transactions in this Form 4 filing.

OMNICOM GROUP INC. director Gracia C. Martore reported receiving a grant of 680.5200 shares of common stock on April 1, 2026. The shares were awarded at a stated price of $0.0000 per share as part of equity compensation.

The reporting person elected to defer receipt of these shares under the Omnicom Group Inc. 2026 Incentive Award Plan. Following this award, direct holdings increased to 27,448.0800 shares, which include dividends on deferred shares that were reinvested in company stock and credited on January 9, 2026.

Insider Trade Summary

Grant/Award: 680.52 shares

Grant/Award 1 txn

Insider MARTORE GRACIA C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.15 per share	680.52	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.15 per share — 27,448.08 shares (Direct)

Footnotes (2)

1. F1. The reporting person elected to defer receipt of these shares under the terms of the Omnicom Group Inc. 2026 Incentive Award Plan.
2. F2. Includes dividends on deferred shares that are reinvested in company stock, credited on January 9, 2026.

Key Figures

Shares granted: 680.5200 shares Grant price: $0.0000 per share Shares held after transaction: 27,448.0800 shares +1 more

4 metrics

Shares granted 680.5200 shares Equity award on April 1, 2026

Grant price $0.0000 per share Stated price for awarded common stock

Shares held after transaction 27,448.0800 shares Direct ownership following April 1, 2026 award

Dividend reinvestment credit date January 9, 2026 Date dividends on deferred shares were reinvested in stock

Key Terms

2026 Incentive Award Plan, deferred shares, dividends on deferred shares, reinvested in company stock

4 terms

2026 Incentive Award Plan financial

"under the terms of the Omnicom Group Inc. 2026 Incentive Award Plan"

deferred shares financial

"elected to defer receipt of these shares under the terms"

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

dividends on deferred shares financial

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

reinvested in company stock financial

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

FAQ

What insider transaction did OMNICOM GROUP INC. (OMC) director Gracia Martore report?

Director Gracia C. Martore reported receiving a grant of 680.5200 OMNICOM GROUP INC. common shares on April 1, 2026. The award was recorded at a price of $0.0000 per share as part of equity-based compensation rather than an open-market purchase or sale.

How many OMNICOM GROUP INC. (OMC) shares does Gracia Martore hold after this Form 4?

After the April 1, 2026 award, Gracia C. Martore directly holds 27,448.0800 OMNICOM GROUP INC. common shares. This figure includes both prior deferred share awards and dividends on those deferred shares that were reinvested and credited in company stock on January 9, 2026.

Was the OMNICOM GROUP INC. (OMC) Form 4 transaction a market buy or sell?

The Form 4 reports an acquisition through a grant, not a market trade. The 680.5200 shares were received as a grant or award at a stated price of $0.0000 per share, classified as “grant, award, or other acquisition,” rather than a purchase or sale in the open market.

What role does the 2026 Incentive Award Plan play in this OMNICOM GROUP INC. filing?

The 680.5200-share award was made under the Omnicom Group Inc. 2026 Incentive Award Plan. The reporting person elected to defer receipt of these shares under that plan, meaning the shares are credited to a deferred account rather than delivered immediately as unrestricted stock.

How are dividends on deferred OMNICOM GROUP INC. shares treated for Gracia Martore?

Dividends on deferred shares are reinvested in OMNICOM GROUP INC. stock for Gracia C. Martore. The filing notes that such dividends on deferred shares were reinvested and credited as additional company stock on January 9, 2026, and are included in her reported direct share balance.

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Accepted by SEC EDGAR 04/03/2026 - 04:30 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).

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^*

MARTORE GRACIA C

(Last) (First) (Middle)

C/O OMNICOM GROUP INC.

280 PARK AVENUE

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		A		680.52(1)	A	$0	27,448.08(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. 2026 Incentive Award Plan.

2. Includes dividends on deferred shares that are reinvested in company stock, credited on January 9, 2026.

	/s/ Eric J. Cleary, Attorney in Fact for Gracia C. Martore	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)