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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 26, 2025

 

OMNICOM GROUP INC.

(Exact name of registrant as specified in its charter)

 

New York   1-10551   13-1514814
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

280 Park Avenue, New York, NY   10017
 (Address of principal executive office)   (Zip Code)

 

(212) 415-3600

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.15 per share   OMC   New York Stock Exchange
0.800% Senior Notes due 2027   OMC/27   New York Stock Exchange
1.400% Senior Notes due 2031   OMC/31   New York Stock Exchange
3.700% Senior Notes due 2032   OMC/32   New York Stock Exchange
2.250% Senior Notes due 2033   OMC/33   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

☐  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 8.01 Other Events.

 

On August 11, 2025, Omnicom Group Inc. (“Omnicom”) commenced offers to exchange all outstanding notes issued by The Interpublic Group of Companies, Inc. (“IPG”) for up to $2.95 billion aggregate principal amount of new senior notes to be issued by Omnicom. Concurrently with the exchange offers, Omnicom also solicited consents, on behalf of IPG, to amend the indentures governing IPG’s notes. The exchange offers and consent solicitations were commenced in connection with, and are conditioned on the consummation of, Omnicom’s pending merger with IPG. Omnicom has received sufficient tenders and consents to consummate the exchange offers and consent solicitations, which are currently set to expire at 5:00 p.m., New York City time, on November 28, 2025.

 

In connection with the exchange offers and consent solicitations, Omnicom previously disclosed the unaudited pro forma condensed combined financial information of Omnicom as at and for the six months ended June 30, 2025, and for the year ended December 31, 2024. Omnicom is filing this Current Report on Form 8-K to provide its unaudited pro forma condensed combined financial information as at and for the nine months ended September 30, 2025, and for the year ended December 31, 2024. This information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Unaudited pro forma condensed combined financial information as at and for the nine months ended September 30, 2025, and for the year ended December 31, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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Forward-Looking Statements

 

Certain statements in this Current Report on Form 8-K (including the exhibits) contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, Omnicom or IPG or their representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of Omnicom’s and IPG’s management as well as assumptions made by, and information currently available to, Omnicom’s and IPG’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside Omnicom’s and IPG’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include:

 

risks relating to the pending merger between Omnicom and IPG, including: that the merger may not be completed in a timely manner or at all, which could result in the termination of the exchange offers and consent solicitations; uncertainties associated with the merger may cause a loss of both companies’ management personnel and other key employees, and cause disruptions to both companies’ business relationships and a loss of clients; the merger agreement subjects Omnicom and IPG to restrictions on business activities prior to the effective time of the merger; Omnicom and IPG are expected to incur significant costs in connection with the merger and integration; litigation risks relating to the merger; the business and operations of both companies may not be integrated successfully in the expected time frame; the merger may result in a loss of both companies’ clients, service providers, vendors, joint venture participants and other business counterparties; and the combined company may fail to realize all or some of the anticipated benefits of the merger or fail to effectively manage its expanded operations;
     
adverse economic conditions and disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise Omnicom’s and IPG’s major markets, labor and supply chain issues affecting the distribution of clients’ products, or a disruption in the credit markets;
     
international, national or local economic conditions that could adversely affect Omnicom, IPG or their respective clients;

 

2


 

losses on media purchases and production costs incurred on behalf of clients;
     
reductions in client spending, a slowdown in client payments or a deterioration or disruption in the credit markets;
     
the ability to attract new clients and retain existing clients in the manner anticipated;
     
changes in client marketing and communications services requirements;
     
failure to manage potential conflicts of interest between or among clients;
     
unanticipated changes related to competitive factors in the marketing and communications services industries;
     
unanticipated changes to, or the ability to hire and retain key personnel;
     
currency exchange rate fluctuations;
     
reliance on information technology systems and risks related to cybersecurity incidents;
     
effective management of the risks, challenges and efficiencies presented by utilizing artificial intelligence (AI) technologies and related partnerships;
     
changes in legislation or governmental regulations affecting Omnicom, IPG or their respective clients;
     
risks associated with assumptions made in connection with acquisitions, critical accounting estimates and legal proceedings;
     
risks related to international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and an evolving regulatory environment in high-growth markets and developing countries;
     
risks related to environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of Omnicom’s and IPG’s respective control on such goals and initiatives; and
     
other business, financial, operational and legal risks and uncertainties detailed from time to time in Omnicom’s and IPG’s Securities and Exchange Commission (“SEC”) filings.

 

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect Omnicom’s and IPG’s businesses, including those described in Omnicom’s and IPG’s respective Annual Reports on Form 10-K and in other documents filed from time to time with the SEC. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, neither Omnicom nor IPG undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

 

3


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  OMNICOM GROUP INC. 
     
Date: November 26, 2025 By: /s/ Louis F. Januzzi
    Name:  Louis F. Januzzi
    Title: Senior Vice President, General Counsel and Secretary

 

4

 

EX-99.1 2 ea026709101ex99-1_omnicom.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AS AT AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025, AND FOR THE YEAR ENDED DECEMBER 31, 2024

Exhibit 99.1

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

On December 8, 2024, Omnicom Group Inc. (“Omnicom”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom (“Merger Sub”), and The Interpublic Group of Companies, Inc. (“IPG”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG (the “Merger”), with IPG surviving the Merger as a wholly owned subsidiary of Omnicom. Each share of IPG common stock will be converted into, and represent the right to receive, 0.344 shares of common stock of Omnicom, plus cash in lieu of any fractional shares of Omnicom common stock that otherwise would have been issued. On March 18, 2025, the shareholders of each of Omnicom and IPG approved the Merger. The completion of the Merger is subject to customary closing conditions, including required regulatory approvals. We have secured regulatory approvals for Omnicom’s pending acquisition of IPG in all required jurisdictions and expect to close the Merger by the close of business on November 26, 2025. The Merger is not subject to a financing condition or the completion of the Exchange Offers or Consent Solicitations announced by Omnicom and IPG on August 11, 2025 related to IPG’s outstanding senior notes (the “Exchange Offers and Consent Solicitations”). Omnicom has received sufficient tenders and consents to consummate the Exchange Offers and Consent Solicitations, which are currently set to expire on November 28, 2025.

 

The following unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes. The unaudited pro forma condensed combined financial statements have been prepared from the respective historical consolidated financial statements of Omnicom and IPG and reflect transaction accounting adjustments related to the Merger. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2024 and for the nine months ended September 30, 2025 are presented as if the Merger had been completed on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 is presented as if the Merger had been completed on September 30, 2025.

 

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

 

the unaudited consolidated financial statements of Omnicom included in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025;

 

the unaudited consolidated financial statements of IPG included in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025;

 

the audited consolidated financial statements of Omnicom included in its Annual Report on Form 10-K for the year ended December 31, 2024;

 

the audited consolidated financial statements of IPG included in its Annual Report on Form 10-K for the year ended December 31, 2024; and

 

other information relating to Omnicom and IPG contained in reports filed by Omnicom or IPG, as applicable, with the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended.

 

1


 

The unaudited pro forma condensed combined financial statements have been prepared to reflect adjustments to Omnicom’s historical consolidated financial information representing Omnicom management’s estimates based on information available as of November 26, 2025 and are subject to change as additional information becomes available and analyses are performed. However, Omnicom management believes that the assumptions provide a reasonable basis for presenting the significant effects of the Merger as contemplated, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements. Accordingly, the unaudited pro forma condensed combined financial statements reflect the following adjustments, which include transaction accounting adjustments:

 

the reclassification of certain items within IPG’s historical presentation to conform to Omnicom’s financial statement presentation;

 

the Merger, using the acquisition method of accounting, with Omnicom as the accounting acquirer and each share of IPG common stock converted into 0.344 shares of Omnicom common stock; and

 

estimated purchase accounting adjustments and related impacts on the balance sheet and income statements.

 

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting in accordance with U.S. generally accepted accounting principles. Omnicom has been treated as the acquirer for accounting purposes, primarily due to Omnicom stockholders holding majority voting interests in the combined company, Omnicom issuing equity interests to effect the Merger and the management of Omnicom continuing to manage the combined entity. Thus, Omnicom will account for the Merger as a business combination in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. The total purchase price will be allocated to the acquired tangible and intangible assets and assumed liabilities based on their respective fair values. The fair values of the acquired assets and assumed liabilities of IPG have been measured based on various preliminary estimates using assumptions that Omnicom management believes are reasonable and based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of preparing the unaudited pro forma condensed combined financial statements. The final purchase accounting could be materially different from the preliminary estimates used to prepare the accompanying unaudited pro forma condensed combined financial statements which could have a material impact on the combined company’s future results of operations and financial position.

 

The unaudited pro forma condensed combined financial statements have been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial statements. The pro forma adjustments reflect transaction accounting adjustments related to the Merger, which are discussed in further detail below. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent the combined company’s consolidated results of operations or consolidated financial position that would actually have occurred had the Merger been consummated on the dates assumed or to project the combined company’s consolidated results of operations or consolidated financial position for any future date or period.

 

The accounting policies followed in preparing the unaudited pro forma condensed combined financial statements are those used by Omnicom as set forth in Omnicom’s audited historical financial statements. Based on Omnicom’s initial review and understanding of IPG’s summary of significant accounting policies included in IPG’s annual report on Form 10-K for the year ended December 31, 2024, management is not aware of any material differences to conform IPG’s historical financial information to Omnicom’s significant accounting policies. A more comprehensive comparison and assessment will occur, which may result in additional differences identified. Additionally, Omnicom has included certain reclassifications for consistency in the financial statement presentation, including with respect to certain IPG restructuring charges. These reclassifications have no effect on the previously reported total assets, total liabilities and shareholders’ equity, or net income of Omnicom or IPG. See Notes 2 and 3 in the Notes to Unaudited Pro Forma Condensed Combined Financial Statements for more information.

 

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any post close integration activities, severance, or impairments, or any cost savings or synergies that may be achieved because of the Merger or costs to achieve the synergies. The unaudited pro forma condensed combined financial statements do not give effect to the estimated impacts of the Exchange Offers and Consent Solicitations.

 

IPG and Omnicom have not had any historical material relationship prior to the Merger. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

 

2


 

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2025

(in millions)

 

    Omnicom Historical     IPG Reclassified (Note 2)     Transaction Accounting Adjustments   Notes
(Note 5)
  Combined Pro Formas  
ASSETS                                  
Current assets:                                  
Cash and cash equivalents   $ 3,406.5     $ 1,531.2     $       $ 4,937.7  
Accounts receivable, net of allowance for doubtful accounts     8,586.0       4,946.4               13,532.4  
Work in process     2,023.5       2,073.6               4,097.1  
Assets held for sale           196.0               196.0  
Other current assets     1,176.0       664.1               1,840.1  
Total current assets     15,192.0       9,411.3               24,603.3  
Property and equipment at cost, less accumulated depreciation     846.8       319.2               1,166.0  
Operating lease right-of-use assets     1,019.0       831.1               1,850.1  
Equity method investments     66.2       39.2               105.4  
Goodwill     10,915.2       4,750.4       2,605.7   (b)     18,271.3  
Intangible assets, net of accumulated amortization     488.8       798.5       3,307.2   (b)     4,594.5  
Other assets     310.6       815.6       (29.0 ) (f)     1,097.2  
TOTAL ASSETS   $ 28,838.6     $ 16,965.3     $ 5,883.9       $ 51,687.8  
LIABILITIES AND EQUITY                                  
Current liabilities:                                  
Accounts payable   $ 11,320.4     $ 7,108.5     $       $ 18,428.9  
Customer advances     1,273.0       595.7               1,868.7  
Current portion of debt     1,399.0       0.1               1,399.1  
Short-term debt     24.1       56.8               80.9  
Taxes payable     338.5                     338.5  
Liabilities held for sale           121.3               121.3  
Other current liabilities     2,088.6       861.5       84.3   (i)     3,174.4  
                      140.0   (d)        
Total current liabilities     16,443.6       8,743.9       224.3         25,411.8  
Long-term liabilities     741.0       494.9       42.8   (i)     1,278.7  
Long-term liability - operating leases     767.2       919.0               1,686.2  
Long-term debt     4,876.2       2,923.0       (171.1 ) (b)     7,628.1  
Deferred tax liabilities     492.3       172.5       65.0   (f)     1,295.9  
                      566.1   (b)        
Commitments and contingent liabilities                                  
Temporary equity - redeemable noncontrolling interests     395.6       17.0               412.6  
Equity                                  
Shareholders’ equity                                  
Preferred stock                          
Common stock     44.6       37.4       18.7   (a)     63.3  
                      (37.4 ) (c)        
Additional paid-in capital     479.4       478.1       8,934.9   (a)     9,414.3  
                      (478.1 ) (c)        
Retained earnings     11,975.1       4,294.7       (4,434.7 ) (c)     11,835.1  
Accumulated other comprehensive income (loss)     (1,327.1 )     (893.9 )     893.9   (c)     (1,327.1 )
Treasury stock, at cost     (6,558.7 )     (259.5 )     259.5   (c)     (6,558.7 )
Total shareholders’ equity     4,613.3       3,656.8       5,156.8         13,426.9  
  Noncontrolling interests     509.4       38.2               547.6  
Total equity     5,122.7       3,695.0       5,156.8         13,974.5  
TOTAL LIABILITIES AND EQUITY   $ 28,838.6     $ 16,965.3     $ 5,883.9       $ 51,687.8  

 

Please refer to the notes to the unaudited pro forma condensed combined financial statements.

 

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Unaudited Pro Forma Condensed Combined Statement of Income

For the Nine Months Ended September 30, 2025

(in millions except share and per share data)

 

    Omnicom Historical     IPG Reclassified (Note 3)     Transaction Accounting Adjustments     Notes
(Note 5)
    Combined Pro Formas  
                               
Revenue   $ 11,743.1     $ 7,353.4     $             $ 19,096.5  
Operating expenses:                                        
Salary and service costs     8,600.4       5,211.7       (9.6 )     (h)       13,802.5  
Occupancy and other costs     963.2       948.9                     1,912.1  
Real estate and other repositioning costs     127.4       450.8                     578.2  
Loss on disposition of subsidiary           30.0                     30.0  
Costs of services     9,691.0       6,641.4       (9.6 )             16,322.8  
Selling, general and administrative expenses     451.8       137.1       (1.1 )     (h)       587.8  
Depreciation and amortization     178.4       184.2       209.3       (e)       571.9  
Total operating expenses     10,321.2       6,962.7       198.7               17,482.6  
OPERATING INCOME     1,421.9       390.7       (198.7 )             1,613.9  
Interest expense     182.1       149.5       9.8       (j)       341.4  
Interest and other income, net     68.8       71.1                     139.9  
INCOME BEFORE INCOME TAXES AND INCOME (LOSS) FROM EQUITY METHOD INVESTMENTS     1,308.6       312.3       (208.5 )             1,412.4  
Income tax expense     373.5       104.1       (48.4 )     (k)       429.2  
Income from equity method investments     6.5       (2.8 )                   3.7  
Net Income   $ 941.6     $ 205.4     $ (160.1 )           $ 986.9  
Net income attributed to noncontrolling interests     55.0       4.1                     59.1  
NET INCOME ATTRIBUTED TO SHAREHOLDERS   $ 886.6     $ 201.3     $ (160.1 )           $ 927.8  
Earnings per share attributed to shareholders:                                        
Basic   $ 4.54     $ 0.55     $             $ 2.90  
Dilutive   $ 4.51     $ 0.54     $             $ 2.89  
Weighted average shares                                        
Basic     195.2       368.4       (244.0 )     (g)       319.6  
Dilutive     196.4       370.9       (246.5 )     (g)       320.8  

 

Please refer to the notes to the unaudited pro forma condensed combined financial statements.

 

4


 

Unaudited Pro Forma Condensed Combined Statement of Income

For the Year Ended December 31, 2024

(in millions except share and per share data)

 

    Omnicom Historical     IPG Reclassified (Note 3)     Transaction Accounting Adjustments     Notes
(Note 5)
    Combined Pro Formas  
                               
Revenue   $ 15,689.1     $ 10,691.7     $             $ 26,380.8  
Operating expenses:                                        
Salary and service costs     11,432.5       7,528.9       (23.3 )     (h)       18,938.1  
Occupancy and other costs     1,274.4       1,343.1                     2,617.5  
Real estate and other repositioning costs     57.8       (5.0 )                   52.8  
Loss on disposition of subsidiary           64.2                     64.2  
Costs of services     12,764.7       8,931.2       (23.3 )             21,672.6  
Selling, general and administrative expenses     408.1       130.5       140.0       (d)       722.0  
                      43.4       (h)          
Depreciation and amortization     241.7       258.9       284.3       (e)       784.9  
Impairment of goodwill           232.1                     232.1  
Total operating expenses     13,414.5       9,552.7       444.4               23,411.6  
OPERATING INCOME     2,274.6       1,139.0       (444.4 )             2,969.2  
Interest expense     247.9       229.9       13.1       (j)       490.9  
Interest and other income, net     100.9       140.0                     240.9  
INCOME BEFORE INCOME TAXES AND INCOME (LOSS) FROM EQUITY METHOD INVESTMENTS     2,127.6       1,049.1       (457.4 )             2,719.3  
Income tax expense     560.5       333.9       (106.1 )     (k)       788.3  
Income from equity method investments     6.9       0.5                     7.4  
Net Income   $ 1,574.0     $ 715.7     $ (351.3 )           $ 1,938.4  
Net income attributed to noncontrolling interests     93.4       26.2                     119.6  
NET INCOME ATTRIBUTED TO SHAREHOLDERS   $ 1,480.6     $ 689.5     $ (351.3 )           $ 1,818.8  
Earnings per share attributed to shareholders:                                        
Basic   $ 7.54     $ 1.84     $             $ 5.67  
Dilutive   $ 7.46     $ 1.83     $             $ 5.63  
Weighted average shares                                        
Basic     196.4       375.2       (250.8 )     (g)       320.8  
Dilutive     198.6       377.7       (253.3 )     (g)       323.0  

 

Please refer to the notes to the unaudited pro forma condensed combined financial statements.

 

5


 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1. Description of the Merger and Basis of Pro Forma Presentation

 

On December 8, 2024, Omnicom Group Inc. (“Omnicom”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom (“Merger Sub”), and The Interpublic Group of Companies, Inc. (“IPG”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG (the “Merger”), with IPG surviving the Merger as a wholly owned subsidiary of Omnicom. Each share of IPG common stock will be converted into, and represent the right to receive, 0.344 shares of common stock of Omnicom, plus cash in lieu of any fractional shares of Omnicom common stock that otherwise would have been issued. On March 18, 2025, the shareholders of each of Omnicom and IPG approved the Merger. The completion of the Merger is subject to customary closing conditions, including required regulatory approvals. We have secured regulatory approvals for Omnicom’s pending acquisition of IPG in all required jurisdictions and expect to close the Merger by the close of business on November 26, 2025. The Merger is not subject to a financing condition or the completion of the Exchange Offers or Consent Solicitations announced by Omnicom and IPG on August 11, 2025 related to IPG’s outstanding senior notes (the “Exchange Offers and Consent Solicitations”). Omnicom has received sufficient tenders and consents to consummate the Exchange Offers and Consent Solicitations, which are currently set to expire on November 28, 2025.

 

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial statements have been prepared from the respective historical consolidated financial statements of Omnicom and IPG and reflect transaction accounting adjustments related to the Merger. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2024 and for the nine months ended September 30, 2025 have been presented as if the Merger had been completed on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 has been presented as if the Merger had occurred on September 30, 2025.

 

Certain balance sheet and statements of income reclassifications have been made to the unaudited pro forma condensed combined financial statements in order to align historical presentation between Omnicom and IPG. Refer to Note 2 and Note 3 for a discussion of these reclassification adjustments.

 

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting, and Omnicom is considered the accounting acquirer. The acquisition method of accounting, based on ASC 805, uses the fair value concepts defined in ASC 820, Fair Value Measurement (“ASC 820”). Fair value is defined in ASC 820 as the “price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold and/or at a fair value measurement that does not reflect management’s intended use for those assets. Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. ASC 805 requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at fair value as of the Merger date, with any excess purchase price allocated to goodwill.

 

As of November 26, 2025, the accompanying unaudited estimated purchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses are performed. The potential changes to the purchase price allocation and related pro forma adjustments could be material.

 

For the purposes of preparing the unaudited pro forma condensed combined financial statements, Omnicom’s management has conducted a preliminary analysis of the adjustments required to conform IPG’s financial statements to reflect the current accounting policies of Omnicom. This assessment is ongoing, and, at the time of preparing the unaudited pro forma condensed combined financial statements, management is not aware of any material accounting policy differences. Upon consummation of the Merger, Omnicom management will conduct a final review of IPG’s accounting policies to determine if differences in accounting policies or financial statement classification exist that may require adjustments to or reclassification of IPG’s results of operations, assets or liabilities to conform to Omnicom’s accounting policies and classifications. As a result of that review, differences may be identified that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial statements.

 

6


 

2. Summary of Reclassification Adjustments – Balance Sheet

 

The classification of certain balance sheet items presented by IPG under U.S. generally accepted accounting principles (“GAAP”) has been adjusted to align with the presentation used by Omnicom under GAAP, as shown below.

 

    September 30, 2025  
    IPG
Historical
    Reclassification Adjustments     IPG Reclassified  
ASSETS                  
Current assets:                  
Cash and cash equivalents   $ 1,531.2     $       1,531.2  
Accounts receivable, net of allowance for doubtful accounts     4,946.4             4,946.4  
Work in process           2,073.6       2,073.6  
Accounts receivable, billable to clients     2,073.6       (2,073.6 )      
Prepaid expenses     587.0       (587.0 )      
Assets held for sale     196.0             196.0  
Other current assets     77.1       587.0       664.1  
Total current assets     9,411.3             9,411.3  
Property and equipment at cost, less accumulated depreciation     502.7       (183.5 )     319.2  
Deferred income taxes     299.2       (299.2 )      
Operating lease right-of-use assets     831.1             831.1  
Equity method investments           39.2       39.2  
Goodwill     4,750.4             4,750.4  
Intangible assets, net of accumulated amortization     615.0       183.5       798.5  
Other assets     555.6       260.0       815.6  
TOTAL ASSETS   $ 16,965.3     $     $ 16,965.3  

 

7


 

    September 30, 2025  
    IPG
Historical
    Reclassification
Adjustments
    IPG
Reclassified
 
LIABILITIES AND EQUITY                  
Current liabilities:                  
Accounts payable   $ 7,108.5     $     $ 7,108.5  
Accrued liabilities     615.5       (615.5 )      
Customer advances           595.7       595.7  
Contract liabilities     595.7       (595.7 )      
Current portion of debt     0.1             0.1  
Short-term debt     56.8             56.8  
Current portion of operating leases     246.0       (246.0 )      
Other current liabilities           861.5       861.5  
Liabilities held for sale     121.3             121.3  
Total current liabilities     8,743.9             8,743.9  
Long-term liabilities     481.3       13.6       494.9  
Deferred compensation     186.1       (186.1 )      
Long-term liability - operating leases     919.0             919.0  
Long-term debt     2,923.0             2,923.0  
Deferred tax liabilities           172.5       172.5  
Commitments and contingent liabilities                        
Temporary equity - redeemable noncontrolling interests     17.0             17.0  
Equity                        
Shareholders’ equity                        
Preferred stock                  
Common stock     37.4             37.4  
Additional paid-in capital     478.1             478.1  
Retained earnings     4,294.7             4,294.7  
Accumulated other comprehensive income (loss)     (893.9 )           (893.9 )
Treasury stock, at cost     (259.5 )           (259.5 )
Total shareholders’ equity     3,656.8             3,656.8  
Noncontrolling interests     38.2             38.2  
Total equity     3,695.0             3,695.0  
TOTAL LIABILITIES AND EQUITY   $ 16,965.3     $     $ 16,965.3  

 

8


 

3. Summary of Reclassification Adjustments – Statement of Income

 

The classification of certain items in the statement of income presented by IPG under GAAP has been adjusted to align with the presentation used by Omnicom under GAAP, as shown below.

 

    Nine Months Ended September 30, 2025  
    IPG
Historical
    Presentation Adjustments     IPG Reclassified  
                   
Revenue   $     $ 7,353.4     $ 7,353.4  
Revenue before billable expenses     6,304.6     $ (6,304.6 )      
Billable expenses     1,048.8     $ (1,048.8 )      
                         
Operating expenses:                        
Salary and service costs     4,162.9       1,048.8       5,211.7  
Occupancy and other costs     948.9             948.9  
Real estate and other repositioning costs           450.8       450.8  
Loss on disposition of subsidiary           30.0       30.0  
Billable expenses     1,048.8       (1,048.8 )      
Costs of services     6,160.6       480.8       6,641.4  
Selling, general and administrative expenses     137.1             137.1  
Depreciation and amortization     184.2             184.2  
Restructuring     450.8       (450.8 )      
Total operating expenses     6,932.7       30.0       6,962.7  
OPERATING INCOME     420.7       (30.0 )     390.7  
Interest expense     149.5             149.5  
Interest income     85.1       (14.0 )     71.1  
Other expenses, net     (44.0 )     44.0        
INCOME BEFORE INCOME TAXES AND INCOME FROM EQUITY METHOD INVESTMENTS     312.3             312.3  
Income tax expense     104.1             104.1  
Income from equity method investments     (2.8 )           (2.8 )
Net income   $ 205.4     $     $ 205.4  
Net income attributed to noncontrolling interests     4.1             4.1  
NET INCOME ATTRIBUTED TO SHAREHOLDERS   $ 201.3     $     $ 201.3  
Earnings per share attributed to shareholders:                        
Basic   $ 0.55     $     $ 0.55  
Dilutive   $ 0.54     $     $ 0.54  
Weighted average shares                        
Basic     368.4             368.4  
Dilutive     370.9             370.9  

 

9


 

    Year Ended December 31, 2024  
    IPG
Historical
    Presentation Adjustments     IPG Reclassified  
                   
Revenue   $     $ 10,691.7     $ 10,691.7  
Revenue before billable expenses     9,187.6     $ (9,187.6 )      
Billable expenses     1,504.1     $ (1,504.1 )      
                         
Operating expenses:                        
Salary and service costs     6,024.8       1,504.1       7,528.9  
Occupancy and other costs     1,343.1             1,343.1  
Real estate and other repositioning costs           (5.0 )     (5.0 )
Loss on disposition of subsidiary           64.2       64.2  
Billable expenses     1,504.1       (1,504.1 )      
Costs of services     8,872.0       59.2       8,931.2  
Selling, general and administrative expenses     130.5             130.5  
Depreciation and amortization     258.9             258.9  
Impairment of goodwill     232.1             232.1  
Restructuring     (5.0 )     5.0        
Total operating expenses     9,488.5       64.2       9,552.7  
OPERATING INCOME     1,203.2       (64.2 )     1,139.0  
Interest expense     229.9             229.9  
Interest income     151.7       (11.7 )     140.0  
Other expenses, net     (75.9 )     75.9        
INCOME BEFORE INCOME TAXES AND INCOME FROM EQUITY METHOD INVESTMENTS     1,049.1             1,049.1  
Income tax expense     333.9             333.9  
Income from equity method investments     0.5             0.5  
Net income   $ 715.7     $     $ 715.7  
Net income attributed to noncontrolling interests     26.2             26.2  
NET INCOME ATTRIBUTED TO SHAREHOLDERS   $ 689.5     $     $ 689.5  
Earnings per share attributed to shareholders:                        
Basic   $ 1.84     $     $ 1.84  
Dilutive   $ 1.83     $     $ 1.83  
Weighted average shares                      
Basic     375.2             375.2  
Dilutive     377.7             377.7  

 

10


 

4. Consideration

 

Omnicom calculated the total consideration as follows (in millions, except for shares, per share amounts and exchange ratio):

 

Shares of IPG common stock outstanding1     361,498,878  
Exchange ratio     0.344  
Shares of Omnicom common stock to be issued     124,355,614  
Omnicom share price2   $ 72.00  
Total equity consideration   $ 8,953.6  
         
Value of unvested replacement awards3   $ 113.0  
         
Total Consideration4   $ 9,066.6  

 

1 Shares of IPG common stock outstanding as of November 19, 2025.

 

2 Omnicom share price is as of the close of business November 19, 2025. The actual value of the shares of Omnicom common stock to be issued in the Merger will depend on the market price of shares of Omnicom common stock at the closing date of the Merger, and therefore the actual consideration will fluctuate based on the market price of the shares of Omnicom common stock. Accordingly, the final consideration could differ significantly from the current estimate. A 10% increase or decrease in Omnicom’s share price would increase or decrease the consideration by approximately $895.4 million and impact goodwill by a corresponding amount.

 

3 Represents the historical share-based awards that will be replaced and cash settled by Omnicom. Refer to (i) in Note 5 below (Pro forma adjustments).

 

4 Consideration paid for fractional shares is immaterial.

 

11


 

Under the acquisition method of accounting, the total consideration is allocated to IPG’s assets and liabilities based upon their estimated fair values as of the date of completion of the Merger. Based upon the estimated purchase price and a preliminary valuation, the preliminary purchase price allocation is as follows:

 

Preliminary purchase price allocation   As of
September 30,
2025
 
Cash and cash equivalents   $ 1,531.2  
Accounts receivable     4,946.4  
Work in process     2,073.6  
Assets held for sale     196.0  
Other current assets     664.1  
Property and Equipment     319.2  
Operating lease right-of-use assets     831.1  
Equity method investments     39.2  
Goodwill     7,356.1  
Intangible assets     4,105.7  
Other assets     786.6  
Total assets   $ 22,849.2  
         
Accounts payable   $ 7,108.5  
Customer advances     595.7  
Current portion of debt     0.1  
Short-term debt     56.8  
Liabilities held for sale     121.3  
Other current liabilities     875.1  
Long-term liabilities     495.4  
Long-term liability - operating leases     919.0  
Long-term debt     2,751.9  
Deferred tax liabilities     803.6  
Non-controlling interests     38.2  
Redeemable noncontrolling interests     17.0  
Total liabilities and noncontrolling interests   $ 13,782.6  
         
Total Consideration   $ 9,066.6  

 

The purchase price estimates and the purchase price allocation are preliminary and are subject to change based on the Omnicom share price at the closing date of the Merger, as well as the actual net tangible and intangible assets and liabilities that exist on the closing date of the Merger, and the value of certain tax contingencies. The purchase price allocation related to certain tangible and intangible assets and liabilities is ongoing. This includes, but is not limited to, items such as property and equipment, operating lease right-of-use assets and lease liabilities, and redeemable noncontrolling interests. The final determination of the purchase price allocation will be completed as soon as practicable after the completion of the Merger and will be based on the fair values of the assets acquired and liabilities assumed. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial statements.

 

Refer to Note 5 for additional information on how the consideration and purchase price allocation have been reflected in the pro forma adjustments.

 

12


 

5. Pro Forma Adjustments

 

The unaudited pro forma condensed combined financial statements reflects the following adjustments.

 

(a) Acquisition of all outstanding shares of IPG common stock.

 

    As of September 30,  
    2025  
Shares of Omnicom issued to IPG stockholders (Common stock)   $ 18.7  
Shares of Omnicom issued to IPG stockholders (Additional paid-in capital)     8,934.9  
Total equity consideration   $ 8,953.6  

 

(b) Purchase price allocation (the amounts below represent changes; refer to Note 4 for preliminary fair value estimates). The adjustments as a result of the purchase price allocation include the recognition of new intangible assets, net of the removal of historical intangible assets, the recognition of new goodwill, net of the removal of historical goodwill, adjustment to the fair value of the debt, and adjustment to the fair value of deferred taxes to reflect the after tax basis difference of the intangible assets.

 

    As of September 30,
2025
 
Adjustments to:      
Intangible assets1     3,307.2  
Goodwill     2,605.7  
Debt     (171.1 )
Deferred income taxes2     566.1  

 

1 The identifiable intangible assets acquired consist of trade names, customer relationships and technology with estimated fair values of $973.0 million, $2,886.0 million and $246.7 million, respectively. Trade names, customer relationships and technology are amortized straight-line over estimated remaining useful lives of 15 years, 10 years and 5 years, respectively. The fair values for intangible assets were estimated using a market participant approach. The fair values for trade names were estimated by applying the relief-from-royalty method under the income approach. The fair values for customer relationships were estimated using the profit contribution method under the income approach. The current estimate of fair values for the technology intangible assets were estimated based on the historical book value of the similar assets. The final purchase price allocation for intangible assets could materially differ from the estimates. A ten percent increase in the value of the acquired intangible assets would increase the intangible assets by $410.6 million and result in a corresponding increase to amortization expense of $77.0 million.

 

2 Deferred income taxes were adjusted to include deferred tax liabilities related to the identified intangible assets that will be amortized. In addition, estimates were made to deferred taxes related to net operating losses that may not be utilized and withholding taxes on undistributed earnings of foreign subsidiaries that may be required in certain jurisdictions of the combined entities (see (f) below).

 

13


 

(c) Reflects adjustments to equity related to:

 

i) eliminate IPG historical equity of $3,656.8 million; and

 

ii) give effect to the transaction costs adjustment of $140.0 million described in (d) to retained earnings.

 

    As of September 30, 2025  
Common stock   $ (37.4 )
Additional paid-in capital     (478.1 )
Retained earnings     (4,434.7 )
Accumulated other comprehensive income (loss)     893.9  
Treasury stock, at cost     259.5  
Total   $ (3,796.8 )

 

(d) Represents the accrual of direct and incremental transaction costs expected to be incurred after September 30, 2025, in connection with the closing of the Merger, which are non-recurring. The estimate is based on Omnicom management’s judgment after evaluating several factors, including evaluating its most recent overall expected budget for transaction costs and amounts contractually due to external advisors and service providers. These costs will not affect Omnicom’s income statement beyond 12 months after the acquisition date and costs related to future integration activities are not included in this estimate. The historical income statements of Omnicom include acquisition related costs of $175.4 million ($14.8 million for the year ended December 31, 2024 and $160.6 million for the nine months ended September 30, 2025).

 

    Year Ended December 31, 2024     Nine Months Ended September 30, 2025  
Acquisition-related costs     140.0        

 

(e) Incremental amortization resulting from the preliminary allocation of purchase price.

 

    Year Ended December 31, 2024     Nine Months Ended September 30, 2025  
Incremental amortization     284.3       209.3  

 

14


 

(f) Adjusts the deferred tax liabilities and deferred tax assets as a result of the Merger. An increase to deferred tax liabilities was recorded as part of the allocation of purchase price in adjustment (b) above. The income tax effects related to the increase of the acquiree’s net operating loss valuation allowance and the taxes recognized on undistributed earnings of foreign subsidiaries are also presented as adjustments to purchase accounting.

 

    As of September 30, 2025  
Incremental valuation allowance     (29.0 )
Incremental withholding tax accruals     65.0  

 

(g) Adjusts the common shares outstanding to reflect the Omnicom common stock that will be issued as stock consideration and the removal of IPG’s shares.

 

    Year Ended December 31, 2024     Nine Months Ended September 30, 2025  
Weighted Average Shares - Basic                
Omnicom shares issued     124.4       124.4  
IPG shares converted     (375.2 )     (368.4 )
Total     (250.8 )     (244.0 )
                 
Weighted Average Shares - Diluted                
Omnicom shares issued     124.4       124.4  
IPG shares converted     (377.7 )     (370.9 )
Total     (253.3 )     (246.5 )

 

(h) Reflects the adjustments to previously recorded expense for incentive compensation plans that included performance and restricted share-based awards and cash performance-based awards granted to certain IPG employees and executives and IPG’s Board of Directors. This reflects the awards that are unvested at the Merger closing date and assumes no grant will be made after the Merger closing date. The share-based awards of IPG will be replaced with cash-based awards as of the closing date and have been reflected at the estimated replacement award for such share-based awards using the estimated IPG share price at closing. The expense for any awards with a remaining service period after the closing date has been included in the unaudited pro forma condensed combined financial statements. IPG cash-based and share-based awards include a change of control provision that requires payment upon both a change of control event and subsequent termination (double trigger). Adjustments have been made for certain awards that had a double trigger which accelerated the vesting. Where no determination has been made in relation to the double trigger and whether both criteria requiring payment upon a change in control would be satisfied, no acceleration has been made.

 

15


 

The adjustment below reflects the impact to selling, general and administrative expenses (“SG&A”) for those employees whose compensation expense was included within SG&A and Salary and related for those employees included within Salary and related. The following reflects the previously recorded income statement impacts and the adjusted income statement impacts for each period presented.

 

    Year Ended December 31, 2024     Nine Months Ended September 30, 2025  
Previously recognized IPG incentive compensation plan expense     101.0       51.0  
Pro forma adjustment to SG&A     43.4       (1.1 )
Pro forma adjustment to Salary and related expenses     (23.3 )     (9.6 )
Incentive compensation plan expense included above     121.0       40.3  

 

(i) Reflects the accrual for share-based awards that will all be cash settled after completion of the Merger. The amount represents the portion of the service period that has been completed as of the Merger closing date.

 

    As of September 30, 2025  
Accrual for incentive compensation plans - current liability     84.3  
Accrual for incentive compensation plans - long-term liability     42.8  

 

(j) Reflects the increase in interest expense for the fair value adjustment of the debt.
    Year Ended December 31, 2024     Nine Months Ended September 30, 2025  
Interest expense     13.1       9.8  

 

(k) Reflects the approximate income tax effects of the pro forma adjustments at the blended statutory rate of 23.2% for the year ended December 31, 2024 and the nine months ended September 30, 2025.

 

16