Stagwell Inc SEC Filings

Stagwell Inc executive Frank P. Lanuto, EVP, Finance and Chief Accounting Officer, reported selling 62,000 shares of Class A Common Stock on July 31, 2026 at $8.46 per share in a sale described as an open market or private transaction.

After this transaction, Lanuto directly holds 491,977 Stagwell Class A shares. The Rule 10b5-1 trading plan checkbox is unchecked, indicating the sale was not reported as executed under such a plan.

On July 29, 2026, Stagwell Inc.'s Board of Directors appointed Beth J. Kaplan as a director, effective July 31, 2026. Her initial term will run until the company's 2027 annual meeting of stockholders, with specific committee assignments to be decided later.

The Board determined that Ms. Kaplan qualifies as an independent director under Stagwell's Corporate Governance Guidelines, Nasdaq rules, and applicable SEC regulations. The appointment was not made pursuant to any agreement or understanding with another person, and there are no related party transactions requiring disclosure. As a non-employee director, she will receive the same compensation as other non-employee directors and has entered into the company's standard Indemnification Agreement.

Stagwell Inc reported that Chief Executive Officer Mark Jeffery Penn received a grant of 2,000,000 Stock Appreciation Rights on August 1, 2026, each tied to one share of Class A Common Stock at an exercise price of $8.45. These cash-settled SARs vest in three annual installments of 1,000,000, 500,000 and 500,000 units and expire on August 1, 2031, with 2,000,000 SARs reported as held after the grant.

Stagwell Inc. extended CEO Mark Penn’s employment through July 31, 2029 and updated his compensation package. His annual base salary rises from $1,260,000 to $1,400,000 effective August 1, 2026, and he will receive a cash bonus of $581,667 payable by August 15, 2026.

Penn’s annual bonus target is set at 240% of base salary and his annual long-term equity incentive plan award target at 450% of base salary. On August 1, 2026, he was granted 2,000,000 cash-settled stock appreciation rights over Class A common stock at a base price of $8.45, vesting 1,000,000 after one year and 500,000 after each of the second and third anniversaries.

STGW filed a notice of proposed sale of 62,000 shares of Class A common stock through Charles Schwab & Co., Inc. on NASDAQ, with an indicated aggregate market value of $526,380.00. The shares to be sold were acquired as equity compensation, including 59,607 shares from a stock appreciation right exercise on 06/29/2023 and 2,393 shares from a restricted stock award vesting on 02/28/2023.

Stagwell Inc. generated $786.3 million in revenue for the quarter ended June 30, 2026, up from $706.8 million a year earlier, driven by growth in Digital Transformation, Media & Commerce and Communications. Operating income fell to $11.5 million, and net loss attributable to common shareholders was $8.1 million, or $(0.03) per share, as operating expenses and interest costs remained high and included out-of-period adjustments correcting previously understated payroll taxes.

For the first half of 2026, revenue rose to $1.49 billion and total consolidated Adjusted EBITDA increased to $198.4 million, yet net loss attributable to common shareholders widened to $21.1 million, or $(0.08) per share. Cash provided by operating activities improved to $63.7 million, while cash used in investing increased due to higher capitalized software and capital expenditures. Long-term debt rose to $1.45 billion, and total shareholders’ equity declined to $686.4 million, reflecting losses and share repurchases.

Stagwell continued portfolio actions, acquiring Wavelength Strategy for $10.2 million in January and agreeing in July to acquire QStrauss Consulting for about $4.0 million plus up to $8.0 million of contingent consideration. The board expanded the Class A share repurchase program to $725.0 million; during the first half, the company repurchased $73.0 million of stock and withheld an additional $14.9 million of shares for taxes.

Stagwell Inc. reported Q2 2026 revenue of $786 million, up 11% year over year, and net revenue of $632 million, up 6%. Organic revenue grew 10% and organic net revenue 5%. Digital Transformation net revenue reached $107 million with 18% organic growth, while Communications delivered 12% organic net revenue growth.

The company recorded a Q2 net loss attributable to common shareholders of $8 million (loss per share $(0.03)), and a year-to-date net loss of $21 million (loss per share $(0.08)). Adjusted EBITDA was $109 million, up 15%, for a 17.2% margin on net revenue, and adjusted EPS rose 39% to $0.25 (year-to-date $0.42).

Net cash provided by operating activities for the first half was $63.7 million. Management highlighted record net new business of $171 million in Q2 and $540 million over the last twelve months, and raised full-year 2026 adjusted EPS guidance to $1.03–$1.17 while reiterating total net revenue growth of 8–12%, adjusted EBITDA of $475–$525 million, and free cash flow conversion of 50–60%.

Stagwell Inc director Brandt A. Vaughan reported receiving a grant of Class A Common Stock as part of his board compensation. On July 1, he acquired 2,355 fully vested shares valued at $7.43 each, instead of taking a $17,500 quarterly cash fee. Following this award, he directly holds 220,504 Class A shares.

Samaha Eli reported acquisition or exercise transactions in this Form 4 filing.

Stagwell Inc director Eli Samaha received 2,691 shares of Class A Common Stock as a quarterly board fee paid in stock instead of cash under the Non-Employee Director Compensation Policy. The grant corresponds to a $20,000 fee using the prior-day closing share price.

After this award, Samaha holds 170,764 Class A shares directly. An additional 8,014,322 shares are held by funds managed by Madison Avenue Partners, LP, where he is managing partner, and he disclaims beneficial ownership except for his pecuniary interest.