Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

U.S. Dollar-Denominated Notes Offering

On March 2, 2026, Omnicom Group Inc. (the "Company") closed its public offering of $400 million aggregate principal amount of 4.200% Senior Notes due 2029 (the "2029 Notes"), $700 million aggregate principal amount of 5.000% Senior Notes due 2033 (the "2033 Notes") and $600 million aggregate principal amount of 5.300% Senior Notes due 2036 (the "2036 Notes," and together with the 2029 Notes and the 2033 Notes, the "U.S. Notes"), pursuant to the Underwriting Agreement, dated February 25, 2026 (the "U.S. Notes Underwriting Agreement"), with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. The U.S. Notes have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-282748) (the "Registration Statement"), which became effective upon filing with the Securities and Exchange Commission on October 21, 2024.

The net proceeds received by the Company, after deducting the underwriting discounts and estimated offering expenses payable by the Company, were approximately $1.68 billion. The Company intends to use such net proceeds to fund the repayment of the Company's 3.600% Senior Notes due 2026, which mature on April 15, 2026, of which $1.4 billion aggregate principal amount was outstanding as of December 31, 2025, and any remaining proceeds for general corporate purposes, which could include the Company's working capital expenditures, fixed asset expenditures, acquisitions, repayment of commercial paper and short-term debt, refinancing of other debt, repurchases of the Company's common stock or other capital transactions.

The U.S. Notes were issued pursuant to an Indenture, dated as of March 2, 2026 (the "U.S. Notes Base Indenture"), between the Company and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as amended and supplemented by the First Supplemental Indenture, dated as of March 2, 2026 (the "First Supplemental Indenture," and together with the U.S. Notes Base Indenture, the "U.S. Notes Indenture"), between the Company and the Trustee. The 2029 Notes will bear interest from March 2, 2026, at a rate equal to 4.200% per year, payable semi-annually in arrears on March 2 and September 2 of each year, commencing on September 2, 2026. The 2033 Notes and the 2036 Notes will bear interest from March 2, 2026, at a rate equal to 5.000% and 5.300% per year, respectively, payable semi-annually in arrears on June 2 and December 2 of each year, commencing on June 2, 2026. The 2029 Notes, the 2033 Notes and the 2036 Notes will mature on March 2, 2029, June 2, 2033 and June 2, 2036, respectively.

Subject to certain exceptions, the U.S. Notes Indenture contains covenants limiting (i) the Company's and its subsidiaries' ability to create certain liens; and (ii) the Company's ability to consolidate or merge with, or convey, transfer or lease substantially all its assets to, another person. The U.S. Notes Indenture does not contain any provision that would limit the Company's ability to incur unsecured indebtedness or that would afford holders of the U.S. Notes protection in the event of a sudden and significant decline in the credit quality or rating of the Company or a takeover, recapitalization or highly leveraged or similar transaction involving the Company.

The U.S. Notes are the unsecured and unsubordinated obligations of the Company and rank equal in right of payment with all existing and any future unsecured senior and unsubordinated indebtedness of the Company. The U.S. Notes Indenture contains customary event of default provisions.

Prior to February 2, 2029 for the 2029 Notes, April 2, 2033 for the 2033 Notes and March 2, 2036 for the 2036 Notes, the Company may redeem the 2029 Notes, the 2033 Notes and the 2036 Notes, as applicable, at a make whole call at comparable government bond rate plus 15 basis points for the 2029 Notes and 20 basis points for each of the 2033 Notes and the 2036 Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. On or after February 2, 2029, April 2, 2033 and March 2, 2036, the Company may redeem the 2029 Notes, the 2033 Notes and the 2036 Notes, respectively, at par, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

Upon the occurrence of a "change of control triggering event," as defined in the U.S. Notes Indenture, unless the Company has exercised its option to redeem the U.S. Notes, the Company will be required to make an offer to repurchase the U.S. Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.