Omnicom director receives stock awards via deferral

Omnicom Group Inc. director Mark D. Gerstein received two stock awards of the company’s common stock on April 1, 2026 as part of his board compensation.

Rhea-AI Filing Summary

Omnicom Group Inc. director Mark D. Gerstein received two stock awards of the company’s common stock on April 1, 2026 as part of his board compensation. He acquired 680.52 shares and 298.77 shares at a grant price of $0.00 per share.

The awards were made under the Omnicom Group Inc. 2026 Incentive Award Plan, and he elected to defer receipt of these shares, including a quarterly payment of his annual retainer. Deferred shares also include dividends that are reinvested in company stock, with dividends credited on January 9, 2026. Following these grants, he directly holds 15,167.56 shares of Omnicom common stock.

Insider Trade Summary

Grant/Award: 979.29 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	680.52	$0.00	$0.00
Grant/Award	Common Stock, par value $0.15 per share	298.77	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.15 per share — 15,167.56 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 January 9, 2026.

Key Figures

First stock award: 680.52 shares Second stock award: 298.77 shares Grant price: $0.00 per share +1 more

4 metrics

First stock award 680.52 shares Grant on April 1, 2026 under 2026 Incentive Award Plan

Second stock award 298.77 shares Additional grant on April 1, 2026, quarterly retainer payment

Grant price $0.00 per share Compensation-related stock awards, not open-market purchases

Shares held after awards 15,167.56 shares Total direct Omnicom common stock holdings after second grant

Key Terms

2026 Incentive Award Plan, defer receipt of these shares, quarterly payment of his annual retainer, dividends on deferred shares

4 terms

2026 Incentive Award Plan financial

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

defer receipt of these shares financial

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

quarterly payment of his annual retainer financial

"represent a quarterly payment of his annual retainer"

dividends on deferred shares financial

"Includes dividends on deferred shares that are reinvested"

FAQ

What did Omnicom Group (OMC) director Mark D. Gerstein report in this Form 4?

Mark D. Gerstein reported receiving two stock awards of Omnicom common stock on April 1, 2026. He was granted 680.52 shares and 298.77 shares at a grant price of $0.00 per share as part of his director compensation package.

Were Mark D. Gerstein’s Omnicom (OMC) stock awards open-market purchases?

No, the reported Omnicom shares were not open-market purchases. They were stock awards classified as grants or awards, with a transaction price of $0.00 per share, reflecting compensation rather than discretionary buying on the open market.

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

After the reported April 1, 2026 stock awards, Mark D. Gerstein directly holds 15,167.56 shares of Omnicom common stock. This total reflects his updated position following the second grant reported in the Form 4 filing.

What is the Omnicom Group 2026 Incentive Award Plan mentioned in the Form 4?

The Omnicom Group Inc. 2026 Incentive Award Plan is the program under which Mark D. Gerstein received and deferred his stock awards. It governs grants and allows directors to defer share receipt, including quarterly retainer payments and reinvested dividends on deferred shares.

Did Mark D. Gerstein defer his Omnicom (OMC) stock awards reported in this filing?

Yes, he elected to defer receipt of the awarded shares under the Omnicom Group Inc. 2026 Incentive Award Plan. This includes shares representing a quarterly payment of his annual retainer and dividends on deferred shares that are reinvested in company stock.

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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^*

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)
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	14,868.79(3)	D
Common Stock, par value $0.15 per share	04/01/2026		A		298.77(2)	A	$0	15,167.56(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 January 9, 2026.

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