Omnicom Group (OMC) Risk Factor Changes

Any actual or perceived failure by us or the third parties on which we rely to comply with applicable privacy and data protection requirements could result in regulatory investigations or enforcement actions, litigati…

In accordance with U.S.

Following the Merger, the size and complexity of our Company has increased significantly.

Our future results following the Merger will suffer if we do not effectively manage expanded operations.

We may fail to realize all of the anticipated benefits of the Merger.

Some of our clients, service providers, vendors, joint venture participants and other business counterparties may terminate or scale back their current or prospective business relationships with us after the Merger.

In addition, at times, the attention of certain members of our management and our resources may be focused on integration of the businesses of the two companies, reducing availability for day‑to‑day business operation…

•consolidating our operating, administrative and information technology infrastructure and financial systems.

•harmonizing operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

•integrating personnel and minimizing the loss of key employees;

•combining our businesses in a manner that permits us to achieve the cost savings and operating synergies anticipated from the Merger;

Following the completion of the Merger, our and IPG’s businesses may not be integrated successfully.

The failure to integrate our and IPG’s businesses and operations successfully in the expected time frame may adversely affect our business, results of operations and financial condition.

We have incurred and are expected to continue to incur significant costs in connection with the Merger and integration of IPG, which may be in excess of those anticipated by us.

We depend on the experience and industry knowledge of our officers and other key employees to execute our business plans.

Uncertainties associated with the Merger may cause a loss of our management personnel and other key employees, which could adversely affect our business, results of operations and financial condition.

The operational and financial performance of our international businesses are affected by global and regional economic conditions, competition for new business and personnel, currency exchange rate fluctuations, polit…

transact business in more than 50 different currencies.

We continually evaluate the use of AI in our business processes, and in 2023, we entered into strategic partnerships with leading AI technology companies, enabling enhanced product and service capabilities using AI.

We are subject to risks related to our use of generative AI and agentic AI, new and emerging technologies, which are in the early stages of commercial use and subject to evolving legislative and regulatory requirements.

We and certain of our third-party providers regularly experience cyberattacks and other incidents, and we expect such attacks and incidents to continue.

In addition, we make extensive use of third-party service providers, including cloud providers, that store, transmit and process data.

Cybersecurity threats and attacks, including computer viruses, social engineering/phishing, malfeasance by insiders, human or technological error, advanced persistent threats, malware, hacking, ransomware or other des…

We rely on our own and third-party service providers’ information technology systems and infrastructure that are critical to our business, to connect with our clients, people and others, and to collect, store, transfe…

As a service business, our ability to attract and retain key personnel is an important aspect of our competitiveness.

effectiveness of our services and our ability to serve clients efficiently, particularly large multinational clients, on a broad geographic basis.

Macroeconomic conditions have a direct impact on our business, results of operations and financial condition.

Our obligations related to data privacy and security are quickly changing in an increasingly stringent fashion, creating some uncertainty as to the future legal framework governing such matters.

Among other things, such laws generally: require disclosures about the data collection, use, and disclosure practices of covered businesses, and provide individuals expanded rights to access, delete, and correct their…

We, and third-party vendors on our behalf, process information related to individuals, including from and about individuals we may advertise to, actual and prospective clients, employees, and service providers.

•avoiding delays in connection with the completion of the Merger or the integration process;

There can be no assurance that any of the defendants would be successful in the outcome of any potential future lawsuits.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement.

Litigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial costs to us.

We have incurred and expect to continue to incur costs associated with negotiating and completing the Merger and combining the operations of the two companies.

The Merger Agreement restricts us from entering into certain corporate transactions and taking other specified actions without the consent of IPG and generally requires us to continue our operations in the ordinary co…

The Merger Agreement subjects us to restrictions on business activities prior to the effective time of the Merger.

Parties with whom we or IPG do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with us or IPG following the Merger.

Our and IPG’s business relationships may be subject to disruption due to uncertainty associated with the Merger, which could have a material effect on our business, results of operations, financial condition and cash…

If the Merger Agreement is terminated under specified circumstances, we may be required to pay IPG a termination fee or other termination‑related payment as discussed above.

•we will have expended time and resources that could otherwise have been spent on our existing business and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and result…

•we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees; and

•we may experience negative reactions from employees;

•we may experience negative reactions from clients, vendors, joint venture participants and other third parties with whom we do business, which in turn could affect our business operations or our ability to compete fo…

•we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock;

If the Merger is not completed for any reason, our business and results of operations may be adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a numbe…

Failure to complete the Merger could negatively impact the price of shares of our common stock, as well as our business and results of operations.

These conditions to the completion of the Merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed.

The Merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the Merger, including, among others, the approval by our stockholders of our share issuance proposal, the app…

The Merger may not be completed, and the Merger Agreement may be terminated in accordance with its terms.

Risks Related to the Proposed Merger with IPG

bribery laws and regulations.

Our effective tax rate and cash flows could also be adversely affected by changes in tax laws or policies, including changes to statutory tax rates, digital services taxes, the interpretation or enforcement of existin…

challenge our positions, and adverse outcomes from audits, investigations or litigation could result in additional tax liabilities, penalties or interest that differ materially from amounts previously recorded.

We operate in numerous jurisdictions and are subject to a complex and evolving global tax environment.

Changes in tax rates, tax laws, regulations or interpretations, or adverse outcomes of tax audits or proceedings could materially adversely affect our effective tax rate, results of operations, financial condition and…

Regulators and legislators in the European Union, the United Kingdom, and the United States have increasingly focused on the use of online tracking technologies and the sharing of personal information with third parti…

The use of personal information is critical to our advertising and marketing services.

In 2025, our international operations represented approximately 47% of our revenue.

Our agencies’ operating cash flows have a significant impact on our liquidity and access to short-term and long-term financing in the capital markets.

Our liquidity, long-term financing needs, credit rating and access to capital markets is dependent on our agencies, operating cash flow.

If we fail to keep pace with technological developments, or if competitors or new market entrants adopt new technologies more quickly or effectively, or if our clients develop their own AI-related capabilities, our se…

Our industry is highly competitive and subject to rapid technological change.

Failure to adapt to technological developments, including emerging technologies such as generative AI and agentic AI, could adversely affect our competitive position, reputation, client relationships, results of opera…

and future compliance costs, which could materially adversely affect our business, results of operations and financial condition.

We operate in a highly competitive industry.

demand for our services and could result in a reduction of our revenue, which would adversely affect our business, results of operations and financial condition.