Omnicom director granted 703.69 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 received a stock grant of 703.69 common shares on an award basis, not through an open-market purchase. The award carried a grant price of $0.00 per share and is part of routine equity compensation.

The reporting person elected to defer receipt of these shares under the Omnicom Group Inc. 2026 Incentive Award Plan. Following this grant and related adjustments, including dividends on deferred shares that were reinvested in company stock and credited on April 9, 2026, the director now holds 28,409.99 common shares directly.

Insider Trade Summary

Grant/Award: 703.69 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	703.69	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.15 per share — 28,409.99 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 April 9, 2026.

Key Figures

Shares granted: 703.69 shares Grant price: $0.00 per share Shares held after: 28,409.99 shares +2 more

5 metrics

Shares granted 703.69 shares Common Stock grant on July 1, 2026

Grant price $0.00 per share Equity award, not open-market purchase

Shares held after 28,409.99 shares Direct ownership following the grant

Plan reference year 2026 Omnicom Group Inc. 2026 Incentive Award Plan

Dividend credit date April 9, 2026 Dividends on deferred shares reinvested in stock

Key Terms

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

4 terms

Incentive Award Plan financial

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

An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.

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 (OMC) report for Gracia C. Martore?

Omnicom reported that director Gracia C. Martore received a grant of 703.69 common shares. The award was recorded at $0.00 per share as part of equity compensation rather than an open-market stock purchase.

Was the Omnicom (OMC) insider transaction a stock purchase or a compensation grant?

The transaction was a compensation grant, not a market purchase. Martore received 703.69 common shares at a grant price of $0.00 per share under Omnicom’s equity award framework for directors.

How many Omnicom (OMC) shares does Gracia C. Martore hold after this Form 4?

After the reported grant, Martore directly holds 28,409.99 Omnicom common shares. This total includes the newly granted shares and dividends on deferred shares that were reinvested in company stock.

What does it mean that Omnicom’s director deferred receipt of the granted shares?

Deferring receipt means Martore chose not to take the 703.69 granted shares immediately. Instead, under the Omnicom Group Inc. 2026 Incentive Award Plan, the shares are credited to a deferred account, often for tax or long-term compensation reasons.

How are dividends on deferred Omnicom (OMC) shares handled in this filing?

Dividends on deferred shares are reinvested in Omnicom stock. The filing notes that dividends on Martore’s deferred shares were reinvested and credited as additional company stock on April 9, 2026, increasing her deferred holdings.

Does this Omnicom (OMC) Form 4 indicate any stock sales by the director?

No stock sales are reported in this Form 4. The filing only shows an acquisition of 703.69 common shares as a grant, with no disposition or sale transactions disclosed for Gracia C. Martore.

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Accepted by SEC EDGAR 07/06/2026 - 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)
07/01/2026

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	07/01/2026		A		703.69(1)	A	$0	28,409.99(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. 2026 Incentive Award Plan.

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

	/s/ Eric J. Cleary, Attorney in Fact for Gracia C. Martore	07/06/2026
	** 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)