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): February 28, 2024

OMNICOM GROUP INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 415-3600

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 (see General Instruction A.2. below):

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

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 February 28, 2024, Omnicom Finance Holdings plc (the “Issuer”), a wholly owned indirect subsidiary of Omnicom Group Inc. (the “Guarantor”), announced the pricing of its public offering of €600 million aggregate principal amount of 3.700% Senior Notes due 2032 (the “Notes”). The Notes will be fully and unconditionally guaranteed by the Guarantor. The Notes will mature on March 6, 2032. The transaction is expected to close on March 6, 2024, subject to customary closing conditions. In connection with the offering, the Issuer and the Guarantor entered into an underwriting agreement dated February 28, 2024 (the “Underwriting Agreement”), with Barclays Bank PLC, BNP Paribas, HSBC Bank plc and J.P. Morgan Securities plc, as representatives of the several underwriters, and the other underwriters named therein. The Underwriting Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The foregoing disclosure is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

The Notes will be issued under the base indenture, to be entered into among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto to be entered into among the Issuer, the Guarantor and the Trustee.

The Issuer expects to receive net proceeds, after deducting the underwriting discount and estimated offering expenses, of approximately €593.9 million and intends to use such net 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 the Guarantor’s common stock or other capital transactions.

The Notes are being offered pursuant to the Issuer’s and the Guarantor’s shelf registration statement on Form S-3 (File No. 333-261046), which became effective upon filing with the Securities and Exchange Commission on November 12, 2021.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

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