OMNICOM GROUP INC.

The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years in the five-year period ended December 31, 2025, and our financial performance for each such fiscal year:

​(1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as set forth in the table below, and determined in accordance with SEC rules. The dollar amounts shown do not reflect the value of vested compensation actually received by our NEOs during the applicable year. Instead, the dollar amounts also include the values of unvested and vested equity awards during the applicable year based on year-end stock prices, various accounting valuation assumptions and projected performance related to our PRSUs. “Compensation actually paid,” determined in accordance with SEC rules, will generally fluctuate due to stock price achievement and varying levels of projected and actual achievement of performance goals applicable to our PRSUs. For a discussion of how our Compensation Committee assesses performance and our NEOs’ pay each year, please see the Compensation Discussion and Analysis section of the proxy statements reporting pay for the applicable fiscal years.

​(2) Represents the cumulative TSR (the “Peer Group TSR”) for the following peer companies for each fiscal year: WPP plc and Publicis Groupe SA. IPG ceased to be a member of our peer group due to its acquisition by us in 2025 and was therefore excluded from the calculation of Peer Group TSR for the relevant period.

​(3) Return on Equity is a non-GAAP measure and is calculated by dividing our total net income for the applicable fiscal year, as reported in our consolidated financial statements contained in our Annual Report on Form 10-K for the applicable fiscal year, by our average shareholders’ equity for such fiscal year. Average shareholders’ equity for a fiscal year is determined by averaging our fiscal year-end shareholders’ equity and our prior fiscal year-end shareholders’ equity, as reported in our consolidated financial statements contained in our Annual Report on Form 10-K for the applicable fiscal year. For 2025, when calculating Adjusted Return on Equity for our performance metric, we made adjustments to (i) add back after-tax amortization of acquired intangible assets and internally developed strategic platform assets, (ii) add back after-tax severance, real estate and other repositioning costs, (iii) add back after-tax acquisition related costs and (iv) add back after-tax losses on dispositions of subsidiaries. Adjusted Return on Equity for 2025 was 19.7%.

​(4) Amount includes both (i) the fair value of the awards granted in 2025, as reported in the Summary Compensation Table for 2025 on page 64, that remain unvested as of 2025 fiscal year-end, determined as of 2025 fiscal year-end, and (ii) the incremental change in the value of the portion of the Annual Incentive Award for performance in 2024 that the Compensation Committee elected to pay in RSUs and/or stock options, as reflected in the Summary Compensation Table for 2024.

NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE

Relationship Between Financial Performance Measures

The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income and (iv) our adjusted return on equity, in each case, for the fiscal years in the five-year period ended December 31, 2025.

74 2026 Proxy Statement

​(1) Net income for 2021 includes $50.5 million related to a gain on the disposition of a subsidiary in the second quarter of the year. Net income for 2022 includes a pre-tax charge of $113.4 million in operating expenses related to the effects of the war in Ukraine, resulting in an additional $4.8 million of income tax expense. For 2023, the net impact of real estate repositioning costs, a gain on disposition of subsidiaries and acquisition transaction costs reduced net income by $102.6 million. For 2024, the impact of repositioning costs, primarily related to severance and acquisition transaction costs, reduced net income by $56.0 million. For 2025, the effects of severance, real estate repositioning costs, contract cancellations and other costs, and loss on dispositions of certain businesses in connection with the Merger, as well as costs related to efficiency initiatives taken in the second quarter of 2025, reduced net income by $1,750.5 million.

Pay Versus Performance Tabular List

We believe the following performance measures represent the most important financial performance measures used by us to determine compensation actually paid to our NEOs for the fiscal year ended December 31, 2025:

■Adjusted Return on Equity;

■Organic Growth;

■Adjusted Operating Margin;

■Adjusted Diluted EPS Growth; and

■Adjusted EBITA Margin.

For additional details regarding our most important financial performance measures, please see the section titled “Performance-Based Compensation Awards” in our Compensation Discussion and Analysis elsewhere in this Proxy Statement.

76 2026 Proxy Statement