Omnicom Group Inc. (OMC) director reports 634.68 deferred stock units

Rhea-AI Filing Summary

Omnicom Group Inc. director Gracia C. Martore reported an acquisition of deferred common stock. On 01/01/2026, she acquired 634.68 shares of Omnicom common stock at a price of $0 per share, electing to defer receipt of these shares under the Omnicom Group Inc. 2021 Incentive Award Plan.

After this transaction, she beneficially owns 26,531.86 shares of Omnicom common stock in direct form. This amount includes dividends on deferred shares that were reinvested in company stock and credited on October 10, 2025. The filing reflects an administrative equity award and deferral choice by a board member rather than an open‑market purchase or sale.

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 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)
01/01/2026

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	01/01/2026		A		634.68(1)	A	$0	26,531.86(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 October 10, 2025.

	/s/ Eric J. Cleary, Attorney in Fact for Gracia C. Martore	01/05/2026
	** 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.

FAQ

What insider transaction did Omnicom Group Inc. (OMC) report in this Form 4?

The filing reports that director Gracia C. Martore acquired 634.68 shares of Omnicom common stock on 01/01/2026 at a price of $0 per share.

How were the 634.68 Omnicom (OMC) shares acquired by the director?

The reporting person elected to defer receipt of these shares under the Omnicom Group Inc. 2021 Incentive Award Plan, rather than receiving them immediately.

How many Omnicom Group Inc. (OMC) shares does the director own after this transaction?

Following the reported transaction, the director beneficially owns 26,531.86 shares of Omnicom common stock in direct ownership.

Do the reported Omnicom (OMC) holdings include reinvested dividends?

Yes. The beneficial ownership figure includes dividends on deferred shares that were reinvested in company stock and credited on October 10, 2025.

What is the relationship of the reporting person to Omnicom Group Inc. (OMC)?

The reporting person is identified as a Director of Omnicom Group Inc.

Was this Omnicom (OMC) insider transaction part of an equity incentive plan?

Yes. The filing states that the shares were deferred under the Omnicom Group Inc. 2021 Incentive Award Plan.