OMNICOM PRICES SENIOR NOTES OFFERINGS

PR Newswire

NEW YORK, Feb. 25, 2026 /PRNewswire/ -- Omnicom (NYSE: OMC) today announced the pricing of its public offerings of (i) $1.7 billion aggregate principal amount of senior notes (collectively, the "USD Notes") to be issued by Omnicom and (ii) €600 million aggregate principal amount of senior notes to be issued by Omnicom Finance Holdings plc (the "Euro Notes Issuer"), a wholly owned indirect subsidiary of Omnicom, which Euro Notes (as defined below) will be fully and unconditionally guaranteed by Omnicom. The offerings are comprised of the following tranches:

• $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");
• $600 million aggregate principal amount of 5.300% Senior Notes due 2036 (the "2036 Notes"); and
• €600 million aggregate principal amount of 3.850% Senior Notes due 2034 (the "Euro Notes").

The offerings are expected to close on March 2, 2026, subject to the satisfaction of customary closing conditions. The offerings are not conditioned on each other.

The USD Notes Offering
The 2029 Notes, 2033 Notes and the 2036 Notes will mature on March 2, 2029, June 2, 2033 and June 2, 2036, respectively. The USD Notes will be the unsecured and unsubordinated obligations of Omnicom and will rank equal in right of payment to all its existing and future unsecured senior indebtedness.

The USD Notes will not be listed on any securities exchange or included in any automated quotation system.

Omnicom intends to use the net proceeds from the USD Notes offering to fund the repayment of its 3.600% Senior Notes due 2026 co-issued with Omnicom Capital Inc., 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 working capital expenditures, fixed asset expenditures, acquisitions, repayment of commercial paper and short-term debt, refinancing of other debt, repurchases of Omnicom's common stock or other capital transactions.

Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are acting as joint global coordinators and joint book-running managers and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the USD Notes offering.

The Euro Notes Offering
The Euro Notes will mature on May 2, 2034. The Euro Notes will be fully and unconditionally guaranteed by Omnicom. The Euro Notes and the related guarantee will be the unsecured and unsubordinated obligations of the Euro Notes Issuer and Omnicom, respectively, and will rank equal in right of payment to all of their respective existing and future unsecured senior indebtedness.

A listing application will be made to have the Euro Notes listed on The New York Stock Exchange, which will be subject to approval by The New York Stock Exchange. If such a listing is obtained, the Euro Notes Issuer will have no obligation to maintain such listing, and the Euro Notes Issuer may delist the Euro Notes at any time.

The Euro Notes Issuer intends to use the net proceeds from the Euro Notes offering for general corporate purposes, which could include working capital expenditures, fixed asset expenditures, acquisitions, repayment of commercial paper and short-term debt, refinancing of other debt, repurchases of Omnicom's common stock or other capital transactions.

Citigroup Global Markets Limited and Deutsche Bank AG, London Branch are acting as joint global coordinators and joint book-running managers and BNP PARIBAS and HSBC Bank plc are acting as joint book-running managers for the Euro Notes offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The public offerings are being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission ("SEC"). A final prospectus supplement related to the Euro Notes offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. In addition, copies of the prospectus and prospectus supplement relating to the Euro Notes offered in the Euro Notes offering may be obtained by contacting any of the following underwriters: Citigroup Global Markets Limited at 1-800-831-9146, Deutsche Bank AG, London Branch at 1-800-503-4611, BNP PARIBAS at 1-800-854-5674 and HSBC Bank plc at 1-866-811-8049. A separate final prospectus supplement related to the USD Notes offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. In addition, copies of the prospectus and prospectus supplement relating to the USD Notes offered in the USD Notes offering may be obtained by contacting any of the following underwriters: Citigroup Global Markets Inc. at 1-800-831-9146, Deutsche Bank Securities Inc. at +1-800-503-4611, BofA Securities, Inc. at 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attn: Prospectus Department or toll-free at 1-800-294-1322 or by email at dg.prospectus_requests@bofa.com, J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, at 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com and Wells Fargo Securities, LLC at 1-800-645-3751.

MIFID II AND UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET / NO PRIIPs KID OR UK PRIIPs KID — Manufacturer target market is eligible counterparties and professional clients only (all distribution channels). No key information document ("KID") under Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") or PRIIPS Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK PRIIPs Regulation") has been prepared as the notes are not available to retail investors in a member state of the European Economic Area (the "EEA") or the United Kingdom ("UK").

In the EEA, the notes offered are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended or superseded. Consequently, no KID required by the PRIIPs Regulation, for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

In the UK, the notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is neither: (i) a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (the "UK MiFIR"); nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024. Consequently, no KID required by the UK PRIIPs Regulation for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

In the UK, this press release is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the UK, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.

About Omnicom
Omnicom (NYSE: OMC) is the world's leading marketing and sales company, built for intelligent growth in the next era. Powered by Omni, Omnicom's Connected Capabilities unite the company's world?class agency brands, exceptional talent, and deep domain expertise across media, commerce, consulting, precision marketing, advertising, production, health, public relations, branding, and experiential to address clients' most critical growth priorities.

Forward-Looking Statements
Certain statements in this press release constitute forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In addition, from time to time, Omnicom or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements, other than statements of historical fact, 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 management as well as assumptions made by, and information currently available to, Omnicom'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 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 completed merger (the "Merger") between Omnicom and The Interpublic Group of Companies, Inc. ("IPG"), including risks related to the integration of IPG's business, such as, among others: uncertainties associated with retaining key management and other employees; potential disruptions to client, vendor, and business partner relationships; the risk that integration activities may be more time-consuming, complex, or costly than expected; the possibility that anticipated synergies, efficiencies, and other benefits of the Merger may not be realized, or may be realized more slowly than anticipated; and risks associated with managing a larger, more complex combined organization and effectively integrating systems, processes, operations, and cultures;
• adverse economic conditions, 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 major markets, labor and supply chain issues affecting the distribution of Omnicom's clients' products, or a disruption in the credit markets;
• international, national or local economic conditions that could adversely affect Omnicom or its 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 an inability 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, or AI, technologies and related partnerships in Omnicom's business, and their use by Omnicom's competitors;
• failure to adapt to technological developments;
• Omnicom's liquidity, long-term financing needs, credit ratings and access to capital markets;
• changes in legislation or governmental regulations affecting Omnicom or its clients;
• losses on media purchases and production costs incurred on behalf of clients;
• risks associated with assumptions Omnicom makes in connection with Omnicom's acquisitions, critical accounting estimates and legal proceedings;
• Omnicom's 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 Omnicom's environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of Omnicom's control on such goals and initiatives;
• changes in tax rates, tax laws, regulations or interpretations, or adverse outcomes of tax audits or proceedings; and
• other business, financial, operational and legal risks and uncertainties detailed from time to time in Omnicom's 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 business, including those described in Item 1A, "Risk Factors" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Omnicom's Annual Report on Form 10-K for the year ended December 31, 2025 and in other documents filed from time to time with the SEC. Except as required under applicable law, Omnicom does not assume any obligation to update these forward-looking statements.

SOURCE Omnicom Group Inc.