Stagwell (NASDAQ: STGW) boosts CEO pay and awards 2M cash SARs

Q: What change did Stagwell (STGW) make to CEO Mark Penn’s employment term?

Stagwell extended CEO Mark Penn’s employment term through July 31, 2029 . This is documented in a First Amendment to his Second Amended and Restated Employment Agreement executed on July 28, 2026, keeping him in the CEO role for roughly three additional years.

Q: How is Mark Penn’s base salary changing at Stagwell (STGW)?

Mark Penn’s annual base salary increases from $1,260,000 to $1,400,000 . The new salary level becomes effective on August 1, 2026, as part of the amended employment agreement governing his continued role as Chief Executive Officer of Stagwell.

Q: What one-time cash bonus will Stagwell (STGW) pay to CEO Mark Penn?

Mark Penn will receive a one-time cash bonus of $581,667 . The bonus is scheduled to be paid by August 15, 2026, in connection with the execution of the First Amendment to his employment agreement with Stagwell.

Q: What are Mark Penn’s new incentive targets at Stagwell (STGW)?

Mark Penn’s annual bonus target is set at 240% of base salary , and his annual long-term equity incentive plan award target is 450% of base salary . These percentages define his variable compensation opportunity on top of his fixed base salary.

Q: What stock appreciation rights did Stagwell (STGW) grant to CEO Mark Penn?

Stagwell granted Mark Penn 2,000,000 stock appreciation rights over Class A common stock. The SARs have a base price of $8.45 per share, vest 1,000,000 after one year and 500,000 after each of the next two years, and are settleable only in cash.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The 2,000,000 stock appreciation rights are settleable only in cash, so this filing does not disclose an issuance of Class A shares for the award; the rights remain subject to vesting over three anniversaries.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Employment term end date: July 31, 2029 Prior base salary: $1,260,000 New base salary: $1,400,000 +5 more

8 metrics

Employment term end date July 31, 2029 Extended term of Mark Penn’s employment as CEO

Prior base salary $1,260,000 Mark Penn’s annual base salary before the amendment

New base salary $1,400,000 Annual base salary effective August 1, 2026

One-time bonus $581,667 Cash bonus payable by August 15, 2026

Annual bonus target 240% of base salary Target bonus opportunity under amended agreement

LTIP award target 450% of base salary Annual long-term equity incentive plan target

SARs granted 2,000,000 Stock appreciation rights over Class A common stock granted August 1, 2026

SARs base price $8.45 per share Base price for cash-settled stock appreciation rights

Key Terms

Stock Appreciation Rights, long-term equity incentive plan, Emerging growth company, base price, +1 more

5 terms

Stock Appreciation Rights financial

"the Company granted Mr. Penn 2,000,000 stock appreciation rights (SARs)"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

long-term equity incentive plan financial

"Mr. Penn’s annual long-term equity incentive plan award target was set"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

base price financial

"The SARs have a base price of $8.45 per share"

Class A common stock financial

"SARs in respect of the Company’s Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/03/2026 - 04:31 PM Accepted by SEC EDGAR 08/03/2026 - 04:31 PM

FAQ

What change did Stagwell (STGW) make to CEO Mark Penn’s employment term?

Stagwell extended CEO Mark Penn’s employment term through July 31, 2029. This is documented in a First Amendment to his Second Amended and Restated Employment Agreement executed on July 28, 2026, keeping him in the CEO role for roughly three additional years.

How is Mark Penn’s base salary changing at Stagwell (STGW)?

Mark Penn’s annual base salary increases from $1,260,000 to $1,400,000. The new salary level becomes effective on August 1, 2026, as part of the amended employment agreement governing his continued role as Chief Executive Officer of Stagwell.

What one-time cash bonus will Stagwell (STGW) pay to CEO Mark Penn?

Mark Penn will receive a one-time cash bonus of $581,667. The bonus is scheduled to be paid by August 15, 2026, in connection with the execution of the First Amendment to his employment agreement with Stagwell.

What are Mark Penn’s new incentive targets at Stagwell (STGW)?

Mark Penn’s annual bonus target is set at 240% of base salary, and his annual long-term equity incentive plan award target is 450% of base salary. These percentages define his variable compensation opportunity on top of his fixed base salary.

What stock appreciation rights did Stagwell (STGW) grant to CEO Mark Penn?

Stagwell granted Mark Penn 2,000,000 stock appreciation rights over Class A common stock. The SARs have a base price of $8.45 per share, vest 1,000,000 after one year and 500,000 after each of the next two years, and are settleable only in cash.

How do the new SARs for Stagwell (STGW) CEO Mark Penn vest?

The 2,000,000 SARs granted to Mark Penn vest in three installments: 1,000,000 on the first anniversary of the August 1, 2026 grant date and 500,000 on each of the second and third anniversaries, provided the applicable vesting conditions are satisfied.

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): July 28, 2026

Stagwell Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13718	86-1390679
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One World Trade Center, Floor 65

New York, NY 10007

(Address of principal executive offices and zip code)

(646) 429-1800

(Registrant's Telephone Number)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

¨	Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

¨	Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	STGW	NASDAQ

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Employment Agreement and Stock Appreciation Rights Agreement with CEO

On July 28, 2026, Stagwell Inc. (the “Company”) and Mark Penn, Chief Executive Officer of the Company, entered into the First Amendment (the “Amendment”) to the Second Amended and Restated Employment Agreement by and between the Company and Mr. Penn. The Amendment extends the term of Mr. Penn’s employment with the Company until July 31, 2029. Pursuant to the terms of the Amendment, Mr. Penn’s annual base salary increased from $1,260,000 to $1,400,000 effective August 1, 2026, Mr. Penn will receive a bonus of $581,667 payable by August 15, 2026, Mr. Penn’s annual bonus target was set at 240% of his base salary, and Mr. Penn’s annual long-term equity incentive plan award target was set at 450% of his base salary.

In connection with the entry into the Amendment, on August 1, 2026, the Company granted Mr. Penn 2,000,000 stock appreciation rights (“SARs”) in respect of the Company’s Class A common stock (“Class A Common Stock”) under the Company’s Third Amended and Restated 2016 Stock Incentive Plan (the “Plan”) and entered into a Stock Appreciation Rights Agreement (the “SARs Agreement”) with Mr. Penn. The SARs have a base price of $8.45 per share and vest in three installments with 1,000,000 SARs vesting on the first anniversary of the date of grant and 500,000 SARs vesting on each of the second and third anniversaries of the date of grant. The SARs are settleable only in cash.

The description of the Amendment in this Item 5.02 is qualified in it its entirety by reference to the terms of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The description of the SARs Agreement in this Item 5.02 is qualified in it its entirety by reference to the terms of the SARs Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		First Amendment, dated as of July 28, 2026, to the Second Amended and Restated Employment Agreement by and between the Company and Mark Penn.
10.2		SARs Agreement, dated as of August 1, 2026, by and between the Company and Mark Penn.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 3, 2026

	Stagwell Inc.

	By:	/s/ Peter McElligott
		Name: Peter McElligott
		Title: General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents