Omnicom CFO receives 48,818 share award

Omnicom Group Executive Vice President & CFO Philip J. Angelastro reported compensation-related share activity.

Rhea-AI Filing Summary

Omnicom Group Executive Vice President & CFO Philip J. Angelastro reported compensation-related share activity. On May 22, 2026, 48,818 performance restricted stock units granted on May 1, 2023 vested after the company met return-on-equity goals versus an industry peer group. To cover related tax liabilities, 24,922 shares were withheld by the company instead of being sold on the market. Following these transactions, Angelastro holds 542,396 shares of Omnicom common stock directly and 1,770 shares indirectly through a 401(k) plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider ANGELASTRO PHILIP J

Role Executive Vice President & CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.15 per share	48,818	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.15 per share	24,922	$74.93	$1.87M
holding	Common Stock, par value $0.15 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.15 per share — 542,396 shares (Direct); Common Stock, par value $0.15 per share — 1,770 shares (Indirect, By 401(K) Plan)

Footnotes (2)

1. F1. On May 1, 2023, the reporting person was granted performance restricted stock units ("PRSUs") which vest based on the company's return on equity as compared to that of an industry peer group. The compensation committee of the board of directors of the company determined that the performance criteria had been met, resulting in the vesting of these shares on May 22, 2026.
2. F2. Represents shares withheld by the company for payment of tax liability incident to the vesting of PRSUs.

Key Figures

PRSU shares vested: 48,818 shares Shares withheld for taxes: 24,922 shares Direct holdings after transactions: 567,318 shares +2 more

5 metrics

PRSU shares vested 48,818 shares Performance restricted stock units vested on May 22, 2026

Shares withheld for taxes 24,922 shares Withheld to pay tax liability on PRSU vesting

Direct holdings after transactions 567,318 shares Common stock held directly by CFO after May 22, 2026

Indirect 401(k) holdings 1,770 shares Common stock held indirectly via 401(k) plan

Tax withholding price $74.93 per share Value used for 24,922 shares withheld for taxes

Key Terms

performance restricted stock units ("PRSUs"), return on equity, industry peer group, 401(K) Plan, +1 more

5 terms

performance restricted stock units ("PRSUs") financial

"the reporting person was granted performance restricted stock units ("PRSUs") which vest based on the company's return on equity"

return on equity financial

"PRSUs which vest based on the company's return on equity as compared to that of an industry peer group"

Return on equity shows how effectively a company uses its shareholders' money to generate profit. It is calculated by dividing the company's net profit by its shareholders' equity, indicating how much profit is earned for each dollar invested by owners. Higher return on equity suggests the company is good at turning investments into earnings, which can be an important factor for investors assessing its profitability and efficiency.

industry peer group financial

"return on equity as compared to that of an industry peer group"

401(K) Plan financial

"total_shares_following_transaction 1770.0000 ... nature_of_ownership By 401(K) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description Payment of exercise price or tax liability by delivering securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Omnicom (OMC) CFO Philip Angelastro report?

Omnicom CFO Philip Angelastro reported the vesting of 48,818 performance restricted stock units and the withholding of 24,922 shares for taxes. These are compensation-related events, not open-market trades, and leave him with substantial direct and indirect share holdings.

How many Omnicom (OMC) shares does the CFO hold after this Form 4?

After the reported transactions, CFO Philip Angelastro holds 567,318 Omnicom common shares directly and 1,770 shares indirectly via a 401(k) plan. These figures show his ongoing equity exposure to the company following the PRSU vesting and tax withholding.

What triggered the vesting of Omnicom (OMC) CFO’s performance RSUs?

The performance restricted stock units vested because Omnicom’s return on equity met criteria versus an industry peer group. The compensation committee determined these performance goals were achieved, causing 48,818 PRSU shares to vest on May 22, 2026 for CFO Philip Angelastro.

Were any Omnicom (OMC) shares sold on the market in this Form 4?

No open-market sales are reported. The 24,922 shares shown as an F-code transaction were withheld by Omnicom to satisfy tax obligations from the PRSU vesting, which is a standard non-market disposition method for equity compensation events.

What does transaction code F mean in the Omnicom (OMC) Form 4?

Transaction code F indicates shares were withheld to pay the exercise price or tax liability related to an equity award. In this filing, 24,922 shares were withheld by Omnicom to cover taxes on vested PRSUs held by CFO Philip Angelastro.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 04:30 PM EDT 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^*

ANGELASTRO PHILIP J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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	05/22/2026		A		48,818(1)	A	$0	567,318	D
Common Stock, par value $0.15 per share	05/22/2026		F		24,922(2)	D	$74.93	542,396	D
Common Stock, par value $0.15 per share								1,770	I	By 401(K) Plan

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. On May 1, 2023, the reporting person was granted performance restricted stock units ("PRSUs") which vest based on the company's return on equity as compared to that of an industry peer group. The compensation committee of the board of directors of the company determined that the performance criteria had been met, resulting in the vesting of these shares on May 22, 2026.

2. Represents shares withheld by the company for payment of tax liability incident to the vesting of PRSUs.

	/s/ Eric J. Cleary, Attorney in Fact for Philip J. Angelastro	05/27/2026
	** 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)