Omnicom director granted deferred stock awards

Omnicom Group Inc. director Mark D. Gerstein reported routine equity compensation grants.

Rhea-AI Filing Summary

Omnicom Group Inc. director Mark D. Gerstein reported routine equity compensation grants. On July 1, 2026, he acquired 308.94 shares and 703.69 shares of Omnicom common stock at a stated price of $0.00 per share, described as grants or awards rather than market purchases.

According to the footnotes, he elected to defer receipt of these shares under the Omnicom Group Inc. 2026 Incentive Award Plan, including shares representing a quarterly payment of his annual retainer. Dividends on deferred shares are reinvested in company stock and were credited on April 9, 2026. Following the transactions, he directly holds over sixteen thousand shares as reported in the filing lines.

Insider Trade Summary

Grant/Award: 1,012.63 shares

Grant/Award 2 txns

Insider Gerstein Mark D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.15 per share	703.69	$0.00	$0.00
Grant/Award	Common Stock, par value $0.15 per share	308.94	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.15 per share — 16,331.77 shares (Direct)

Footnotes (3)

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. The reporting person elected to defer receipt of these shares, which represent a quarterly payment of his annual retainer, under the terms of the Omnicom Group Inc. 2026 Incentive Award Plan.
3. F3. Includes dividends on deferred shares that are reinvested in company stock, credited on April 9, 2026.

Key Figures

Stock grant 1: 308.94 shares Stock grant 2: 703.69 shares Holdings after grant line 1: 16,331.77 shares +2 more

5 metrics

Stock grant 1 308.94 shares Common stock grant on July 1, 2026 at $0.00 per share

Stock grant 2 703.69 shares Additional common stock grant on July 1, 2026 at $0.00 per share

Holdings after grant line 1 16,331.77 shares Direct ownership after first reported grant

Holdings after grant line 2 16,022.83 shares Direct ownership after second reported grant

Dividend reinvestment date April 9, 2026 Dividends on deferred shares credited and reinvested in company stock

Key Terms

Incentive Award Plan, deferred shares, annual retainer, dividends on deferred shares

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

"The reporting person elected to defer receipt of these shares"

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.

annual retainer financial

"represent a quarterly payment of his annual retainer"

dividends on deferred shares financial

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

FAQ

What insider transactions did Omnicom (OMC) director Mark D. Gerstein report?

Mark D. Gerstein reported acquiring two grants of Omnicom common stock, totaling 308.94 shares and 703.69 shares. These were equity awards, not open-market purchases, and were recorded at a stated price of $0.00 per share under the company’s compensation arrangements.

Were the Omnicom (OMC) insider stock awards to Mark D. Gerstein open-market buys or compensation grants?

The reported transactions are compensation-related grants, not open-market buys. Both entries use code A for grants or awards, with a transaction price of $0.00 per share, reflecting equity compensation issued under Omnicom’s 2026 Incentive Award Plan rather than discretionary stock purchases.

How many Omnicom (OMC) shares does Mark D. Gerstein hold after these Form 4 transactions?

After one grant, the filing shows 16,331.77 shares directly owned; after the other, it shows 16,022.83 shares. These figures appear on separate transaction lines and represent the reported direct holdings following each respective compensation-related share award.

What is the Omnicom (OMC) 2026 Incentive Award Plan mentioned in the Form 4 footnotes?

The 2026 Incentive Award Plan is Omnicom’s equity-based compensation program referenced for these grants. The footnotes state that Gerstein elected to defer receipt of the awarded shares under this plan and that certain shares represent quarterly payments of his annual retainer as a director.

How are Omnicom (OMC) director retainer fees reflected in this Form 4 filing?

The filing notes that some deferred shares represent a quarterly payment of Mark D. Gerstein’s annual retainer. Instead of receiving cash, he elected to take this portion in Omnicom stock, deferred under the 2026 Incentive Award Plan, aligning compensation with company equity performance.

How are dividends on Omnicom (OMC) deferred shares treated for Mark D. Gerstein?

Dividends on Gerstein’s deferred shares are reinvested into Omnicom stock. A footnote explains that dividends on these deferred shares were credited on April 9, 2026, increasing his deferred share balance through additional company stock rather than cash distributions.

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

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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^*

Gerstein Mark D

(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	16,022.83(3)	D
Common Stock, par value $0.15 per share	07/01/2026		A		308.94(2)	A	$0	16,331.77(3)	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. The reporting person elected to defer receipt of these shares, which represent a quarterly payment of his annual retainer, under the terms of the Omnicom Group Inc. 2026 Incentive Award Plan.

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

	/s/ Eric J. Cleary, Attorney in Fact for Mark D. Gerstein	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)