Omnicom Gp Inc SEC Filings

Leonard S. Coleman Jr., a director of Omnicom Group Inc. (OMC), reported a non-derivative acquisition on 10/01/2025. He deferred receipt of 628.6 shares under the Omnicom Group Inc. 2021 Incentive Award Plan at a $0 price for reporting purposes, increasing his beneficial ownership to 47,375.75 shares. The filing notes that dividends on deferred shares were reinvested and credited on July 9, 2025. The Form 4 was signed on behalf of Mr. Coleman by an attorney-in-fact on 10/03/2025.

Mary C. Choksi, a director of Omnicom Group Inc. (OMC), reported a non‑derivative acquisition on 10/01/2025 under Form 4. The filing shows she elected to defer receipt of 628.6 common shares under the Omnicom Group Inc. 2021 Incentive Award Plan at a reported price of $0. After the deferral and reinvested dividends credited on July 9, 2025, her beneficial ownership is reported as 44,561.58 shares. The form was signed by an attorney‑in‑fact on 10/03/2025.

Omnicom and IPG disclosed a detailed list of risks tied to their pending merger, focusing on outcomes that could impede or prevent completion and affect the combined company's performance. The filing highlights possible regulatory delays or conditions, significant transaction and integration costs, litigation exposure, and the potential loss of management, employees, clients, vendors and joint-venture partners. It also identifies broader operating risks such as adverse economic or geopolitical conditions, client spending reductions, currency fluctuations, cybersecurity concerns, AI adoption challenges, and international regulatory and repatriation constraints. The companies noted that these and other risks are described in their SEC filings and that the outcome of exchange offers and consent solicitations is uncertain.

Omnicom and IPG have disclosed material risks tied to their proposed merger, including regulatory, operational and financial uncertainties. The filing warns the merger may not close or could be delayed, regulatory approvals could be withheld or conditioned, and both companies may face significant integration costs, litigation and restrictions on business activities before closing. It also highlights potential loss of key personnel and clients, reductions in client spending, currency and cybersecurity risks, challenges from AI adoption, and other operational and market risks that could prevent the combined company from realizing expected benefits.

Omnicom filed an 8-K disclosing material risks and related communications tied to its pending merger with IPG. The filing summarizes the existence of Exchange Offers and Consent Solicitations and lists a range of transaction- and market-related risks that could affect completion and outcomes. Those risks include possible failure or delay of the merger, regulatory review and imposed conditions, disruption or loss of key personnel and clients, integration and litigation risks, transaction costs, macroeconomic and geopolitical disruptions, client spending declines, cybersecurity and AI-related risks, and other operational, legal and international risks. The filing also attaches a joint press release and an interactive data file as exhibits.

Andrew Castellaneta, SVP and Chief Accounting Officer of Omnicom Group Inc. (OMC), sold 1,850 shares of Omnicom common stock on 08/15/2025 at $76.31 per share. After the sale, he beneficially owned 21,875 shares. The reported ownership total includes 4,097 shares acquired under Omnicom's employee stock purchase plan.

The Form 4 was signed by Eric J. Cleary as Attorney in Fact for Mr. Castellaneta on 08/19/2025. The filing indicates the transaction type code "F" and reports direct ownership following the transaction.

Louis F. Januzzi, Senior Vice President, General Counsel and Secretary of Omnicom Group Inc. (OMC), reported a sale of 733 shares of Omnicom common stock on 08/15/2025 at a reported price of $76.31 per share. Following the transaction the filing shows 34,995.453 shares beneficially owned directly. The Form 4 was signed by an attorney-in-fact, Eric J. Cleary, on 08/19/2025.

Daryl Simm, President and COO of Omnicom Group Inc. (OMC), reported a sale of 7,818 shares of common stock on 08/15/2025 at an average price of $76.31 per share. After the transaction he beneficially owns 167,283 shares (direct). The Form 4 was signed by an attorney-in-fact on 08/19/2025.

On August 11, 2025 Omnicom Group Inc. and The Interpublic Group of Companies announced that Omnicom commenced exchange offers to acquire all outstanding senior notes issued by IPG in connection with the pending merger under the parties' December 8, 2024 merger agreement. The Exchange Offers would exchange Existing IPG Notes for up to $2.95 billion aggregate principal amount of new notes issued by Omnicom and cash, and are accompanied by consent solicitations to amend the relevant indentures to eliminate certain covenants, restrictive provisions and events of default.

The Exchange Offers and Consent Solicitations are being made under a confidential offering memorandum dated August 11, 2025 and are conditioned on completion of the Merger. Omnicom intends to pursue an increase in its $2.5 billion unsecured revolving credit facility and expects to retire IPG's $1.5 billion revolving credit facility effective upon completion. Unaudited pro forma condensed combined financial information for the six months ended June 30, 2025 and year ended December 31, 2024 is attached as Exhibit 99.2.