Stagwell (NASDAQ: STGW) lifts 2025 cash flow, expands $725M buyback and issues 2026 guidance
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Stagwell Inc. reported full-year 2025 results showing modest top-line growth but sharply higher profitability and cash generation. Revenue reached $2.91 billion, up 2%, while net revenue rose 6% to $2.43 billion, helped by 9% net revenue growth excluding advocacy and 13% growth in Digital Transformation.
Net income attributable to common shareholders jumped to $29 million from $2 million, with diluted EPS increasing to $0.08. Adjusted EBITDA was $422 million and adjusted EPS grew 5% to $0.83. Operating cash flow increased by $148 million year over year, and free cash flow more than doubled to $187 million. The Marketing Cloud segment delivered 230% net revenue growth, and net new business reached $476 million over the last twelve months. The board expanded the stock repurchase program by $350 million to a total authorization of $725 million, leaving about $400 million available, and issued 2026 guidance for total net revenue growth of 8%–12%, adjusted EBITDA of $475–$525 million, and adjusted EPS of $0.98–$1.12.
Positive
- Profitability and EPS improved sharply: 2025 net income attributable to common shareholders rose to $29 million from $2 million, with diluted EPS up to $0.08 and adjusted EPS up 5% to $0.83.
- Free cash flow and operating cash surged: net cash from operations increased to $291 million and free cash flow more than doubled to $187 million, enhancing financial flexibility.
- High-growth segments gaining traction: The Marketing Cloud posted 230% net revenue growth, while net revenue ex-advocacy grew 9%, supporting a higher-quality growth mix.
- Shareholder returns strengthened via buybacks: the stock repurchase authorization was raised by $350 million to $725 million, leaving approximately $400 million available through March 4, 2029.
- Upbeat 2026 outlook: guidance calls for total net revenue growth of 8%–12%, adjusted EBITDA of $475–$525 million, free cash flow conversion of 50%–60%, and adjusted EPS of $0.98–$1.12.
Negative
- None.
Insights
Stagwell pairs stronger profitability and cash flow with a larger buyback and solid 2026 targets.
Stagwell delivered 2025 net revenue of
Cash generation improved meaningfully: net cash provided by operating activities increased to
The board approved a
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) — March 10, 2026
(Exact Name of Registrant as Specified in its Charter)
| (Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices and zip code)
(646 ) 429-1800
(Registrant’s Telephone Number)
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 | ||||||
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 2.02 Results of Operations and Financial Condition.
On March 10, 2026, Stagwell Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2025. A copy of this earnings release is attached as Exhibit 99.1 hereto.
The foregoing information (including Exhibit 99.1) is being furnished under “Item 2.02 – Results of Operations and Financial Condition.” Such information (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
On March 10, 2026, the Company will host a conference call in which its financial results for the three and twelve months ended December 31, 2025 will be discussed. The presentation to be used in connection with the call is attached as Exhibit 99.2 hereto.
The foregoing information (including Exhibit 99.2) is being furnished under “Item 7.01 – Regulation FD Disclosure.” Such information (including Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated March 10, 2026, relating to the Company’s results for the three and twelve months ended December 31, 2025.
99.2 Investor presentation dated March 10, 2026.
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 by the undersigned hereunto duly authorized.
| Date: March 10, 2026 | Stagwell Inc. | |||||||
| By: | /s/ Ryan J. Greene | |||||||
| Ryan J. Greene | ||||||||
| Chief Financial Officer | ||||||||
FOR IMMEDIATE ISSUE
STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025
FY25 EPS of $0.08; FY25 Adjusted EPS growth of 5% to $0.83
YoY Increase in Cash Flow from Operations of $148 million; Free Cash Flow more than doubled to $187 million
FY25 YoY Revenue Growth of 2%; FY25 YoY Net Revenue Growth of 6%
FY25 YoY Net Revenue Growth excluding Advocacy of 9%, Digital Transformation Net Revenue Growth of 13%, Marketing Services Net Revenue Growth of 6%
The Marketing Cloud delivered YoY Net Revenue Growth of 230%
FY25 Net Income Attributable to Stagwell Inc. Common Shareholders of $29 million; FY25 Adjusted EBITDA of $422 million; FY25 Adjusted EBITDA ex. Advocacy YoY Growth of 16% to $377 million
Net New Business of $106 million in Q4; LTM Net New Business of $476 million
Company Announces $350 Million Increase in Stock Repurchase Program; $400 Million Now Available Under the Program
Guidance for 2026 of Total Net Revenue Growth of 8% to 12%; Adjusted EBITDA of $475 million to $525 million; Free Cash Flow Conversion of 50% to 60%
New York, NY, March 10, 2026 (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the year ended December 31, 2025.
FOURTH QUARTER AND FULL YEAR RESULTS:
•Q4 Revenue of $807 million, an increase of 2% versus the prior year period; FY25 Revenue of $2,909 million, an increase of 2% versus the prior year period;
•Q4 Revenue ex. Advocacy of $742 million, an increase of 12% versus the prior year period; FY25 Revenue ex. Advocacy of $2,689 million, an increase of 9% versus the prior year period;
•Q4 Net Revenue of $651 million, an increase of 3% versus the prior year period; FY25 Net Revenue of $2,428 million, an increase of 6% versus the prior year period;
•Q4 Net Revenue ex. Advocacy of $609 million, an increase of 8% versus the prior year period; FY25 Net Revenue ex. Advocacy of $2,282 million, an increase of 9% versus the prior year period;
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•Q4 Net Income attributable to Stagwell Inc. Common Shareholders of $13 million versus $3 million in the prior year period; FY25 Net Income attributable to Stagwell Inc. Common Shareholders of $29 million versus $2 million in the prior year period;
•Q4 Adjusted EBITDA of $129 million, an increase of 3% versus the prior year period; FY25 Adjusted EBITDA of $422 million, an increase of 1% versus the prior year period;
•Q4 Adjusted EBITDA Margin of 20% on net revenue; FY25 Adjusted EBITDA Margin of 17% on net revenue;
•Q4 Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $0.05 versus $0.03 in the prior year period; FY25 Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $0.08 versus $0.02 in the prior year period;
•Q4 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.30 versus $0.25 in the prior year period; FY25 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.83 versus $0.79 in the prior year period;
•YTD Net Cash provided by Operating Activities of $291 million versus $143 million in the prior year period;
•Net new business of $106 million in the fourth quarter, last twelve-month net new business of $476 million
See “Non-GAAP Financial Measures” below for explanations and reconciliations of the Company’s non-GAAP financial measures.
“In 2025, Stagwell increased its strategic pivot toward AI applications and services, building a powerful foundation for 2026. With accelerating growth ex-advocacy, record net new business, expanding margins and doubled free cash flow, our FY25 results prove our strategy is working,” shared Mark Penn, Stagwell’s Chairman and CEO. “We see great opportunity in 2026 to capitalize on an industry distracted by restructurings and mergers, and bolster our position as a winner in the age of AI.”
Ryan Greene, Chief Financial Officer, commented: “2025 marked an inflection year for Stagwell, with clear momentum in the underlying business and improving efficiency contributing to strong year-over-year net revenue, adjusted EBITDA and adjusted EPS growth. Proactive cash management meant we more than doubled our free cash flow in 2025. We expect another strong year in 2026, and will be aggressive in our capital allocation to drive shareholder value.”
Financial Outlook
2026 financial guidance is as follows:
•Total Net Revenue growth of 8% to 12%
•Adjusted EBITDA of $475 million to $525 million
•Free Cash Flow Conversion of 50% to 60%
•Adjusted EPS of $0.98 - $1.12
•Guidance includes anticipated impact from acquisitions or dispositions.
| * The Company has excluded a quantitative reconciliation with respect to the Company’s 2026 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" below for additional information. | |||||
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Stock Repurchase Program
On March 4, 2026, the Board of Directors authorized an extension and a $350.0 million increase in the size of our previously approved stock repurchase program (the “Repurchase Program”). Under the Repurchase Program, as amended, we may repurchase up to an aggregate of $725.0 million of shares of our outstanding Class A common stock, par value $0.001 per share (“Class A Common Stock”), with any previous purchases under the Repurchase Program continuing to count against that limit. With the increase, we have a total of approximately $400.0 million available for repurchases. The Repurchase Program will expire on March 4, 2029.
Video Webcast
Management will host a video webcast on Tuesday, March 10, 2026, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the year ended December 31, 2025. The video webcast will be accessible at https://edge.media-server.com/mmc/p/3x58p928/. An investor presentation has been posted on our website at www.stagwellglobal.com and may be referred to during the webcast.
A recording of the webcast will be accessible one hour after the webcast and available for ninety days at www.stagwellglobal.com.
Stagwell Inc.
Stagwell is the challenger network built to transform marketing. We deliver scaled creative performance for the world's most ambitious brands, connecting culture-moving creativity with leading-edge technology to harmonize the art and science of marketing. Led by entrepreneurs, our specialists in 45+ countries are unified under a single purpose: to drive effectiveness and improve business results for their clients. Join us at www.stagwellglobal.com.
Contacts
For Investors:
Ben Allanson
IR@stagwellglobal.com
For Press:
Beth Sidhu
PR@stagwellglobal.com
Non-GAAP Financial Measures
In addition to its reported results, Stagwell Inc. has included in this earnings release certain financial results that the Securities and Exchange Commission (SEC) defines as "non-GAAP Financial Measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following:
(1) Organic Net Revenue: “Organic net revenue growth” and “Organic net revenue decline” reflects the year-over-year change in the Company's reported net revenue attributable to the Company's management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company's reported net revenue. The net impact of acquisitions (divestitures) reflects the year-over-year change in the Company’s reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. We calculate impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity’s current period reported revenue as the impact of
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the acquisition in the current year; and (b) for an entity acquired in the prior year, we present an amount equal to the entity’s current year net revenue for the same period during which we didn’t own the entity in the prior year as the impact of the acquisition in the current year. We calculate impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity’s prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity’s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations. The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates.
(2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period.
(3) Adjusted EBITDA: defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense to achieve operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, impairment and other losses, and other items. Other items primarily includes restructuring, certain system implementation, working capital administrative fees and acquisition-related expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating Income (Loss), as Net Income (Loss) is not a relevant reportable segment financial metric.
(4) Adjusted Diluted EPS” is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income (loss) attributable to Class C shareholders, excluding the impact of amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), based on total consolidated amounts, then allocated to Stagwell Inc. common shareholders and Class C shareholders, based on their respective income allocation percentage using a normalized effective income tax rate divided by (ii) the diluted weighted average shares outstanding. The diluted weighted average shares outstanding is calculated as (a) the diluted weighted average number of common shares outstanding plus (b) the shares of Class C Common Stock as if converted to shares of Class A Common Stock if not included because they were anti-dilutive.
(5) Free Cash Flow: defined as Net cash provided from operations less normalized capital expenditures and capitalized software. Free Cash Flow Conversion is the percentage of adjusted EBITDA.
Included in this earnings release are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures.
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This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance, growth, and future prospects, the Company’s strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated and actual operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “ability,” “aim,” “anticipate,” “assume,” “believe,” “better,” “build,” “consider,” “continue,” “could,” “develop,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “forecast,” “future,” “grow,” “guidance,” “improve,” “intend,” “likely,” “maintain,” “may,” “ongoing,”, “outlook,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section.
Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:
•risks associated with international, national and regional unfavorable economic conditions, including the effect of changing tariff and other trade policies, inflation and other macroeconomic factors that could affect the Company or its clients;
•demand for the Company’s services, which may precipitate or exacerbate other risks and uncertainties;
•inflation and actions taken by central banks to counter inflation;
•the Company’s ability to attract new clients and retain existing clients;
•the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements;
•financial failure of the Company’s clients;
•the Company’s ability to retain and attract key employees;
•the Company’s ability to compete in the markets in which it operates;
•the Company’s ability to achieve its cost saving initiatives;
•the Company’s implementation of strategic initiatives;
•the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests, deferred acquisition consideration and profit interests;
•the Company’s ability to manage its growth effectively;
•the Company’s ability to identify and complete acquisitions or other strategic transactions that complement and expand the Company’s business capabilities and successfully integrate newly acquired businesses into the Company’s operations, retain key employees, and realize cost savings, synergies and other related anticipated benefits within the expected time period;
•the Company’s ability to identify and complete divestitures and to achieve the anticipated benefits therefrom;
•the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products;
•the Company’s use of artificial intelligence, including generative artificial intelligence;
•adverse tax consequences for the Company, its operations and its stockholders, that may differ from the expectations of the Company, including that recent or future changes in tax laws, potential changes to corporate tax rates in the United States and disagreements with tax authorities on the Company’s determinations that may result in increased tax costs;
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•adverse tax consequences in connection with the business combination that formed the Company in August 2021, including the incurrence of material Canadian federal income tax (including material “emigration tax”);
•the Company’s ability to maintain an effective system of internal control over financial reporting, including the risk that the Company’s internal controls will fail to detect misstatements in its financial statements;
•the Company’s ability to accurately forecast its future financial performance and provide accurate guidance;
•the Company’s ability to protect client data from security incidents or cyberattacks;
•economic disruptions resulting from war and other economic and geopolitical tensions (such as the ongoing military conflicts in Iran and the Middle East, and between Russia and Ukraine), terrorist activities, natural disasters, public health events, and tariff and trade policies;
•stock price volatility; and
•foreign currency fluctuations.
Investors should carefully consider these risks factors, the additional risk factors outlined under the caption “Risk Factors” in this Form 10-K, and in the Company’s other filings with the Securities and Exchange Commission (the“SEC”) which are accessible on the SEC’s website at www.sec.gov.
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SCHEDULE 1
STAGWELL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | 807,444 | $ | 788,708 | $ | 2,909,000 | $ | 2,841,216 | |||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Cost of services | 503,718 | 502,522 | 1,845,958 | 1,842,978 | |||||||||||||||||||
| Office and general expenses | 203,481 | 203,887 | 732,326 | 711,803 | |||||||||||||||||||
| Depreciation and amortization | 43,614 | 38,771 | 171,249 | 151,652 | |||||||||||||||||||
| Impairment and other losses | — | — | 466 | 1,715 | |||||||||||||||||||
| 750,813 | 745,180 | 2,749,999 | 2,708,148 | ||||||||||||||||||||
| Operating Income | 56,631 | 43,528 | 159,001 | 133,068 | |||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| Interest expense, net | (24,431) | (24,038) | (96,438) | (92,317) | |||||||||||||||||||
| Foreign exchange, net | (1,156) | 645 | (1,640) | (1,656) | |||||||||||||||||||
Gain (loss) on sale of business | (2,245) | — | (2,245) | — | |||||||||||||||||||
Bargain purchase gain | 9,937 | — | 9,937 | — | |||||||||||||||||||
Other, net | 2,314 | (547) | 171 | (1,372) | |||||||||||||||||||
| (15,581) | (23,940) | (90,215) | (95,345) | ||||||||||||||||||||
Income before income taxes and equity in earnings of non-consolidated affiliates | 41,050 | 19,588 | 68,786 | 37,723 | |||||||||||||||||||
| Income tax expense | 24,321 | 3,741 | 38,271 | 13,182 | |||||||||||||||||||
| Income before equity in earnings of non-consolidated affiliates | 16,729 | 15,847 | 30,515 | 24,541 | |||||||||||||||||||
| Equity in income of non-consolidated affiliates | 93 | — | 111 | 503 | |||||||||||||||||||
| Net income | 16,822 | 15,847 | 30,626 | 25,044 | |||||||||||||||||||
Net income attributable to noncontrolling and redeemable noncontrolling interests | (4,162) | (12,612) | (1,525) | (22,785) | |||||||||||||||||||
Net income attributable to Stagwell Inc. common shareholders | $ | 12,660 | $ | 3,235 | $ | 29,101 | $ | 2,259 | |||||||||||||||
Earnings Per Common Share: | |||||||||||||||||||||||
| Basic | $ | 0.05 | $ | 0.03 | $ | 0.13 | $ | 0.02 | |||||||||||||||
| Diluted | $ | 0.05 | $ | 0.03 | $ | 0.08 | $ | 0.02 | |||||||||||||||
| Weighted Average Number of Common Shares Outstanding: | |||||||||||||||||||||||
| Basic | 251,650 | 109,266 | 220,608 | 110,890 | |||||||||||||||||||
| Diluted | 258,997 | 115,147 | 264,523 | 115,752 | |||||||||||||||||||
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SCHEDULE 2
STAGWELL INC.
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)
| Net Revenue - Components of Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended December 31, 2024 | Foreign Currency | Net Acquisitions (Divestitures) | Organic (1) | Total Change | Three Months Ended December 31, 2025 | Organic | Total | ||||||||||||||||||||||||||||||||||||||||
| Marketing Services | $ | 240,262 | $ | 2,017 | $ | 1,315 | $ | 1,215 | $ | 4,547 | $ | 244,809 | 0.5 | % | 1.9 | % | |||||||||||||||||||||||||||||||
| Digital Transformation | 84,570 | (130) | 5,419 | 2,335 | 7,624 | 92,194 | 2.8 | % | 9.0 | % | |||||||||||||||||||||||||||||||||||||
| Media & Commerce | 161,720 | 1,745 | 3,154 | 11,546 | 16,445 | 178,165 | 7.1 | % | 10.2 | % | |||||||||||||||||||||||||||||||||||||
| Communications | 131,736 | 385 | — | (23,796) | (23,411) | 108,325 | (18.1) | % | (17.8) | % | |||||||||||||||||||||||||||||||||||||
| The Marketing Cloud | 13,122 | 485 | 8,706 | 5,404 | 14,595 | 27,717 | 41.2 | % | 111.2 | % | |||||||||||||||||||||||||||||||||||||
| Corporate, eliminations and other | (1,787) | — | — | 1,410 | 1,410 | (377) | (78.9) | % | (78.9) | % | |||||||||||||||||||||||||||||||||||||
| $ | 629,623 | $ | 4,502 | $ | 18,594 | $ | (1,886) | $ | 21,210 | $ | 650,833 | (0.3) | % | 3.4 | % | ||||||||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
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SCHEDULE 3
STAGWELL INC.
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)
| Net Revenue - Components of Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended December 31, 2024 | Foreign Currency | Net Acquisitions (Divestitures) | Organic (1) | Total Change | Year Ended December 31, 2025 | Organic | Total | ||||||||||||||||||||||||||||||||||||||||
| Marketing Services | $ | 905,117 | $ | 3,491 | $ | 9,788 | $ | 41,280 | $ | 54,559 | $ | 959,676 | 4.6 | % | 6.0 | % | |||||||||||||||||||||||||||||||
| Digital Transformation | 324,183 | (405) | 13,615 | 29,779 | 42,989 | 367,172 | 9.2 | % | 13.3 | % | |||||||||||||||||||||||||||||||||||||
| Media & Commerce | 601,503 | 3,396 | 5,829 | (708) | 8,517 | 610,020 | (0.1) | % | 1.4 | % | |||||||||||||||||||||||||||||||||||||
| Communications | 435,626 | 547 | 29,002 | (71,744) | (42,195) | 393,431 | (16.5) | % | (9.7) | % | |||||||||||||||||||||||||||||||||||||
| The Marketing Cloud | 32,265 | 941 | 62,229 | 11,051 | 74,221 | 106,486 | 34.3 | % | 230.0 | % | |||||||||||||||||||||||||||||||||||||
| Corporate, eliminations and other | (2,032) | — | — | (7,082) | (7,082) | (9,114) | NM | NM | |||||||||||||||||||||||||||||||||||||||
| $ | 2,296,662 | $ | 7,970 | $ | 120,463 | $ | 2,576 | $ | 131,009 | $ | 2,427,671 | 0.1 | % | 5.7 | % | ||||||||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
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SCHEDULE 4
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Three Months Ended December 31, 2025
| Marketing Services | Digital Transformation | Media & Commerce | Communications | The Marketing Cloud | Corporate, Elimination and Other | Total | |||||||||||||||||||||||||||||||||||
| Net revenue | $ | 244,809 | $ | 92,194 | $ | 178,165 | $ | 108,325 | $ | 27,717 | $ | (377) | $ | 650,833 | |||||||||||||||||||||||||||
| Billable costs | 50,555 | 9,117 | 32,862 | 64,037 | 35 | 5 | 156,611 | ||||||||||||||||||||||||||||||||||
| Revenue | 295,364 | 101,311 | 211,027 | 172,362 | 27,752 | (372) | 807,444 | ||||||||||||||||||||||||||||||||||
| Billable costs | 50,555 | 9,117 | 32,862 | 64,037 | 35 | 5 | 156,611 | ||||||||||||||||||||||||||||||||||
| Staff costs | 144,258 | 63,081 | 93,713 | 57,083 | 14,964 | 17,055 | 390,154 | ||||||||||||||||||||||||||||||||||
| Administrative costs | 20,304 | 7,668 | 25,988 | 13,799 | 4,243 | 12,238 | 84,240 | ||||||||||||||||||||||||||||||||||
| Unbillable and other costs, net | 18,103 | 154 | 21,000 | 2,390 | 5,511 | (1) | 47,157 | ||||||||||||||||||||||||||||||||||
Adjusted EBITDA (1) | 62,144 | 21,291 | 37,464 | 35,053 | 2,999 | (29,669) | 129,282 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 4,647 | 1,041 | 1,127 | (435) | 87 | 3,486 | 9,953 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 12,154 | 5,924 | 8,637 | 6,362 | 6,078 | 4,459 | 43,614 | ||||||||||||||||||||||||||||||||||
| Deferred acquisition consideration | — | 4,542 | 68 | (2,143) | (23) | — | 2,444 | ||||||||||||||||||||||||||||||||||
| Impairment and other losses | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Other items, net (1) | 5,996 | 366 | 7,437 | 1,362 | 1,042 | 437 | 16,640 | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 39,347 | $ | 9,418 | $ | 20,195 | $ | 29,907 | $ | (4,185) | $ | (38,051) | $ | 56,631 | |||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
Page 10
SCHEDULE 5
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Year Ended December 31, 2025
| Marketing Services | Digital Transformation | Media & Commerce | Communications | The Marketing Cloud | Corporate, Elimination and Other | Total | |||||||||||||||||||||||||||||||||||
| Net revenue | $ | 959,676 | $ | 367,172 | $ | 610,020 | $ | 393,431 | $ | 106,486 | $ | (9,114) | $ | 2,427,671 | |||||||||||||||||||||||||||
| Billable costs | 175,145 | 26,327 | 80,655 | 199,146 | 51 | 5 | 481,329 | ||||||||||||||||||||||||||||||||||
| Revenue | 1,134,821 | 393,499 | 690,675 | 592,577 | 106,537 | (9,109) | 2,909,000 | ||||||||||||||||||||||||||||||||||
| Billable costs | 175,145 | 26,327 | 80,655 | 199,146 | 51 | 5 | 481,329 | ||||||||||||||||||||||||||||||||||
| Staff costs | 565,484 | 247,967 | 363,031 | 229,356 | 68,647 | 52,411 | 1,526,896 | ||||||||||||||||||||||||||||||||||
| Administrative costs | 105,801 | 27,267 | 93,003 | 50,841 | 17,613 | 7,938 | 302,463 | ||||||||||||||||||||||||||||||||||
| Unbillable and other costs, net | 78,333 | 1,305 | 64,833 | 9,300 | 22,689 | (1) | 176,459 | ||||||||||||||||||||||||||||||||||
Adjusted EBITDA (1) | 210,058 | 90,633 | 89,153 | 103,934 | (2,463) | (69,462) | 421,853 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 19,716 | 4,122 | 4,191 | 6,325 | 628 | 19,113 | 54,095 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 52,295 | 23,174 | 30,263 | 25,711 | 23,514 | 16,292 | 171,249 | ||||||||||||||||||||||||||||||||||
| Deferred acquisition consideration | (4,784) | 12,271 | 3,010 | (7,022) | (10,942) | — | (7,467) | ||||||||||||||||||||||||||||||||||
| Impairment and other losses | — | — | — | 222 | 244 | — | 466 | ||||||||||||||||||||||||||||||||||
Other items, net (1) | 10,228 | 1,859 | 17,549 | 5,048 | 3,651 | 6,174 | 44,509 | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 132,603 | $ | 49,207 | $ | 34,140 | $ | 73,650 | $ | (19,558) | $ | (111,041) | $ | 159,001 | |||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
Page 11
SCHEDULE 6
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Three Months Ended December 31, 2024
| Marketing Services | Digital Transformation | Media & Commerce | Communications | The Marketing Cloud | Corporate, Elimination and Other | Total | |||||||||||||||||||||||||||||||||||
| Net revenue | $ | 240,262 | $ | 84,570 | $ | 161,720 | $ | 131,736 | $ | 13,122 | $ | (1,787) | $ | 629,623 | |||||||||||||||||||||||||||
| Billable costs | 48,294 | 2,110 | 11,719 | 97,372 | — | (410) | 159,085 | ||||||||||||||||||||||||||||||||||
| Revenue | 288,556 | 86,680 | 173,439 | 229,108 | 13,122 | (2,197) | 788,708 | ||||||||||||||||||||||||||||||||||
| Billable costs | 48,294 | 2,110 | 11,719 | 97,372 | — | (410) | 159,085 | ||||||||||||||||||||||||||||||||||
| Staff costs | 146,876 | 60,557 | 91,108 | 69,381 | 10,614 | 11,685 | 390,221 | ||||||||||||||||||||||||||||||||||
| Administrative costs | 25,300 | 6,102 | 22,190 | 13,646 | 2,725 | 3,312 | 73,275 | ||||||||||||||||||||||||||||||||||
| Unbillable and other costs, net | 15,458 | 605 | 18,944 | 2,882 | 2,860 | — | 40,749 | ||||||||||||||||||||||||||||||||||
Adjusted EBITDA (1) | 52,628 | 17,306 | 29,478 | 45,827 | (3,077) | (16,784) | 125,378 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 2,093 | (1,480) | 1,866 | 2,254 | 157 | 8,345 | 13,235 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 12,680 | 5,585 | 7,301 | 6,556 | 3,193 | 3,456 | 38,771 | ||||||||||||||||||||||||||||||||||
| Deferred acquisition consideration | 3,379 | 4,221 | (1,292) | 9,673 | (936) | — | 15,045 | ||||||||||||||||||||||||||||||||||
Other items, net (1) | 8,823 | 201 | 1,863 | 1,403 | 88 | 2,421 | 14,799 | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 25,653 | $ | 8,779 | $ | 19,740 | $ | 25,941 | $ | (5,579) | $ | (31,006) | $ | 43,528 | |||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items.
Page 12
SCHEDULE 7
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Year Ended December 31, 2024
| Marketing Services | Digital Transformation | Media & Commerce | Communications | The Marketing Cloud | Corporate, Elimination and Other | Total | |||||||||||||||||||||||||||||||||||
| Net revenue | $ | 905,117 | $ | 324,183 | $ | 601,503 | $ | 435,626 | $ | 32,265 | $ | (2,032) | $ | 2,296,662 | |||||||||||||||||||||||||||
| Billable costs | 172,490 | 11,473 | 93,899 | 267,439 | — | (747) | 544,554 | ||||||||||||||||||||||||||||||||||
| Revenue | 1,077,607 | 335,656 | 695,402 | 703,065 | 32,265 | (2,779) | 2,841,216 | ||||||||||||||||||||||||||||||||||
| Billable costs | 172,490 | 11,473 | 93,899 | 267,439 | — | (747) | 544,554 | ||||||||||||||||||||||||||||||||||
| Staff costs | 557,776 | 227,522 | 356,684 | 232,096 | 28,686 | 46,942 | 1,449,706 | ||||||||||||||||||||||||||||||||||
| Administrative costs | 101,145 | 21,809 | 83,572 | 47,335 | 9,777 | 11,408 | 275,046 | ||||||||||||||||||||||||||||||||||
| Unbillable and other costs, net | 70,924 | 1,393 | 65,188 | 10,840 | 6,117 | — | 154,462 | ||||||||||||||||||||||||||||||||||
Adjusted EBITDA (1) | 175,272 | 73,459 | 96,059 | 145,355 | (12,315) | (60,382) | 417,448 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 17,095 | 6,622 | 6,265 | 7,721 | 805 | 13,653 | 52,161 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 53,106 | 22,398 | 31,450 | 20,100 | 12,502 | 12,096 | 151,652 | ||||||||||||||||||||||||||||||||||
| Deferred acquisition consideration | 5,379 | 7,911 | (7,745) | 18,770 | (1,320) | — | 22,995 | ||||||||||||||||||||||||||||||||||
| Impairment and other losses | 1,500 | — | — | — | — | 215 | 1,715 | ||||||||||||||||||||||||||||||||||
Other items, net (1) | 20,251 | 3,090 | 17,103 | 4,860 | 629 | 9,924 | 55,857 | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 77,941 | $ | 33,438 | $ | 48,986 | $ | 93,904 | $ | (24,931) | $ | (96,270) | $ | 133,068 | |||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
Page 13
SCHEDULE 8
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Three Months Ended December 31, 2025
| GAAP | Adjustments | Non-GAAP | ||||||||||||||||||
| Net income attributable to Stagwell Inc. common shareholders and adjusted net income | $ | 12,660 | $ | 64,037 | $ | 76,697 | ||||||||||||||
Diluted - Weighted average number of shares outstanding | 258,997 | — | 258,997 | |||||||||||||||||
Diluted EPS and Adjusted Diluted EPS (1) | $ | 0.05 | $ | 0.30 | ||||||||||||||||
| Adjustments to Net income | ||||||||||||||||||||
| Amortization | $ | 38,333 | ||||||||||||||||||
| Stock-based compensation | 9,953 | |||||||||||||||||||
| Deferred acquisition consideration | 2,444 | |||||||||||||||||||
| Other items, net | 16,639 | |||||||||||||||||||
| 67,369 | ||||||||||||||||||||
| Adjusted tax expense | (3,332) | |||||||||||||||||||
| $ | 64,037 | |||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
Page 14
SCHEDULE 9
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Year Ended December 31, 2025
| GAAP | Adjustments | Non-GAAP | ||||||||||||||||||
| Net income attributable to Stagwell Inc. common shareholders | $ | 29,101 | $ | 198,129 | $ | 227,230 | ||||||||||||||
Net loss attributable to Class C shareholders | (6,637) | — | (6,637) | |||||||||||||||||
| Net income attributable to Stagwell Inc. and Class C shareholders and adjusted net income | $ | 22,464 | $ | 198,129 | $ | 220,593 | ||||||||||||||
Diluted - Weighted average number of common shares outstanding | 225,468 | — | 225,468 | |||||||||||||||||
| Weighted average number of shares of Class C Common Stock outstanding | 39,055 | — | 39,055 | |||||||||||||||||
Diluted - Weighted average number of shares outstanding | 264,523 | — | 264,523 | |||||||||||||||||
Diluted EPS and Adjusted Diluted EPS (1) | $ | 0.08 | $ | 0.83 | ||||||||||||||||
Adjustments to Net Income | ||||||||||||||||||||
| Amortization | $ | 145,506 | ||||||||||||||||||
| Impairment and other losses | 466 | |||||||||||||||||||
| Stock-based compensation | 54,095 | |||||||||||||||||||
| Deferred acquisition consideration | (7,467) | |||||||||||||||||||
| Other items, net | 46,792 | |||||||||||||||||||
| 239,392 | ||||||||||||||||||||
| Adjusted tax expense | (41,263) | |||||||||||||||||||
| $ | 198,129 | |||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
Page 15
SCHEDULE 10
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Three Months Ended December 31, 2024
| GAAP | Adjustments | Non-GAAP | ||||||||||||||||||
| Net income attributable to Stagwell Inc. common shareholders | $ | 3,235 | $ | 22,778 | $ | 26,013 | ||||||||||||||
| Net income attributable to Class C shareholders | — | 41,549 | 41,549 | |||||||||||||||||
| Net income attributable to Stagwell Inc. and Class C and adjusted net income | $ | 3,235 | $ | 64,327 | $ | 67,562 | ||||||||||||||
Diluted - Weighted average number of common shares outstanding | 115,147 | — | 115,147 | |||||||||||||||||
| Weighted average number of shares of Class C Common Stock outstanding | — | 151,649 | 151,649 | |||||||||||||||||
Diluted - Weighted average number of shares outstanding | 115,147 | 151,649 | 266,796 | |||||||||||||||||
Diluted EPS and Adjusted Diluted EPS (1) | $ | 0.03 | $ | 0.25 | ||||||||||||||||
| Adjustments to Net income | ||||||||||||||||||||
Amortization | $ | 30,572 | ||||||||||||||||||
| Stock-based compensation | 13,235 | |||||||||||||||||||
| Deferred acquisition consideration | 15,045 | |||||||||||||||||||
| Other items, net | 14,799 | |||||||||||||||||||
| 73,651 | ||||||||||||||||||||
Adjusted tax expense | (20,618) | |||||||||||||||||||
| 53,033 | ||||||||||||||||||||
| Net income attributable to Class C shareholders | 11,294 | |||||||||||||||||||
| $ | 64,327 | |||||||||||||||||||
| Allocation of adjustments to Net income | ||||||||||||||||||||
| Net income attributable to Stagwell Inc. common shareholders | $ | 22,778 | ||||||||||||||||||
| Net income attributable to Class C shareholders - add-backs | 30,255 | |||||||||||||||||||
| Net income attributable to Class C shareholders | 11,294 | |||||||||||||||||||
| 41,549 | ||||||||||||||||||||
| $ | 64,327 | |||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
Page 16
SCHEDULE 11
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Year Ended December 31, 2024
| GAAP | Adjustments | Non-GAAP | ||||||||||||||||||
Net income attributable to Stagwell Inc. common shareholders | $ | 2,259 | $ | 82,506 | $ | 84,765 | ||||||||||||||
| Net income attributable to Class C shareholders | — | 126,735 | 126,735 | |||||||||||||||||
Net income attributable to Stagwell Inc. and Class C shareholders and adjusted net income | $ | 2,259 | $ | 209,241 | $ | 211,500 | ||||||||||||||
Diluted - Weighted average number of common shares outstanding | 115,752 | — | 115,752 | |||||||||||||||||
| Weighted average number of shares of Class C Common Stock outstanding | — | 151,649 | 151,649 | |||||||||||||||||
Diluted - Weighted average number of shares outstanding | 115,752 | 151,649 | 267,401 | |||||||||||||||||
Diluted EPS and Adjusted Diluted EPS (1) | $ | 0.02 | $ | 0.79 | ||||||||||||||||
Adjustments to Net income | ||||||||||||||||||||
Amortization | $ | 122,442 | ||||||||||||||||||
| Impairment and other losses | 1,715 | |||||||||||||||||||
| Stock-based compensation | 52,161 | |||||||||||||||||||
| Deferred acquisition consideration | 22,995 | |||||||||||||||||||
| Other items, net | 55,857 | |||||||||||||||||||
| 255,170 | ||||||||||||||||||||
| Adjusted tax expense | (63,073) | |||||||||||||||||||
| 192,097 | ||||||||||||||||||||
| Net income attributable to Class C shareholders | 17,144 | |||||||||||||||||||
| $ | 209,241 | |||||||||||||||||||
| Allocation of adjustments to Net income | ||||||||||||||||||||
| Net income attributable to Stagwell Inc. common shareholders | $ | 82,506 | ||||||||||||||||||
| Net income attributable to Class C shareholders - add-backs | 109,591 | |||||||||||||||||||
| Net income attributable to Class C shareholders | 17,144 | |||||||||||||||||||
| 126,735 | ||||||||||||||||||||
| $ | 209,241 | |||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
Page 17
SCHEDULE 12
STAGWELL INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
| December 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 104,537 | $ | 131,339 | |||||||
| Accounts receivable, net | 735,752 | 716,415 | |||||||||
| Expenditures billable to clients | 164,694 | 173,194 | |||||||||
| Other current assets | 157,309 | 114,200 | |||||||||
| Total Current Assets | 1,162,292 | 1,135,148 | |||||||||
| Fixed assets, net | 73,081 | 72,706 | |||||||||
| Right-of-use assets - operating leases | 213,576 | 219,400 | |||||||||
| Goodwill | 1,595,238 | 1,554,146 | |||||||||
| Other intangible assets, net | 834,248 | 836,783 | |||||||||
| Deferred tax assets | 281,057 | 46,926 | |||||||||
| Other assets | 55,055 | 43,112 | |||||||||
| Total Assets | $ | 4,214,547 | $ | 3,908,221 | |||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS ("RNCI"), AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | 548,320 | $ | 449,347 | |||||||
| Accrued media | 239,490 | 245,883 | |||||||||
| Accruals and other liabilities | 291,554 | 265,356 | |||||||||
| Advance billings | 329,815 | 294,609 | |||||||||
| Current portion of lease liabilities - operating leases | 55,386 | 60,195 | |||||||||
| Current portion of deferred acquisition consideration | 15,446 | 51,906 | |||||||||
| Total Current Liabilities | 1,480,011 | 1,367,296 | |||||||||
| Long-term debt | 1,326,013 | 1,353,624 | |||||||||
| Long-term portion of deferred acquisition consideration | 24,598 | 50,209 | |||||||||
| Long-term lease liabilities - operating leases | 224,397 | 245,397 | |||||||||
| Deferred tax liabilities | 54,726 | 47,239 | |||||||||
| Long-term tax receivable agreement liability | 252,390 | 25,493 | |||||||||
| Other liabilities | 51,077 | 33,646 | |||||||||
| Total Liabilities | 3,413,212 | 3,122,904 | |||||||||
| Redeemable Noncontrolling Interests | 24,968 | 8,412 | |||||||||
| Commitments, Contingencies and Guarantees | |||||||||||
| Shareholders' Equity | |||||||||||
| Common shares - Class A | 252 | 115 | |||||||||
| Common shares - Class C | — | 2 | |||||||||
| Paid-in capital | 744,463 | 343,647 | |||||||||
| Retained earnings | 32,930 | 11,740 | |||||||||
| Accumulated other comprehensive loss | (19,252) | (23,773) | |||||||||
| Stagwell Inc. Shareholders' Equity | 758,393 | 331,731 | |||||||||
| Noncontrolling interests | 17,974 | 445,174 | |||||||||
| Total Shareholders' Equity | 776,367 | 776,905 | |||||||||
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Equity | $ | 4,214,547 | $ | 3,908,221 | |||||||
Page 18
SCHEDULE 13
STAGWELL INC.
UNAUDITED SUMMARY CASH FLOW DATA
(amounts in thousands)
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 30,626 | $ | 25,044 | |||||||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Stock-based compensation | 54,095 | 52,161 | |||||||||
| Depreciation and amortization | 171,249 | 151,652 | |||||||||
Amortization of right-of-use lease assets and lease liability interest | 67,495 | 75,117 | |||||||||
| Impairment and other (gains) losses | (3,116) | 1,715 | |||||||||
| Deferred income taxes | 10,439 | (10,686) | |||||||||
| Adjustment to deferred acquisition consideration | (7,467) | 23,005 | |||||||||
| Loss (gain) on sale of business | 2,245 | — | |||||||||
| Bargain purchase gain | (9,937) | — | |||||||||
| Other, net | 7,519 | 7,622 | |||||||||
| Changes in working capital: | |||||||||||
| Accounts receivable | 28,787 | 8,465 | |||||||||
| Expenditures billable to clients | 12,012 | (54,350) | |||||||||
| Other current assets | (51,534) | (6,200) | |||||||||
| Accounts payable | 73,573 | 24,438 | |||||||||
| Accrued expenses and other liabilities | (42,244) | (28,658) | |||||||||
| Advance billings | 25,574 | (22,651) | |||||||||
| Current portion of lease liabilities - operating leases | (76,465) | (83,905) | |||||||||
| Deferred acquisition related payments | (1,823) | (19,910) | |||||||||
Net cash provided by operating activities | 291,028 | 142,859 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capitalized software | (67,489) | (35,094) | |||||||||
| Capital expenditures | (43,741) | (18,912) | |||||||||
| Acquisitions, net of cash acquired | (6,179) | (103,254) | |||||||||
| Proceeds from sale of business, net | 10,850 | — | |||||||||
| Other | (7,119) | (5,212) | |||||||||
Net cash used in investing activities | (113,678) | (162,472) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repayment of borrowings under revolving credit facility | (2,026,000) | (1,755,000) | |||||||||
| Proceeds from borrowings under revolving credit facility | 1,999,326 | 1,960,000 | |||||||||
| Shares repurchased and cancelled | (134,261) | (108,249) | |||||||||
| Distributions to noncontrolling interests | (9,662) | (26,723) | |||||||||
| Payment of deferred consideration | (33,343) | (29,774) | |||||||||
| Purchase of noncontrolling interest | — | (3,316) | |||||||||
| Debt financing and other costs | (6,077) | — | |||||||||
Net cash (used in) provided by financing activities | (210,017) | 36,938 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 5,865 | (5,723) | |||||||||
| Net increase (decrease) in cash and cash equivalents | (26,802) | 11,602 | |||||||||
| Cash and cash equivalents at beginning of period | 131,339 | 119,737 | |||||||||
| Cash and cash equivalents at end of period | $ | 104,537 | $ | 131,339 | |||||||
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Fourth Quarter and Full Year 2025 EARNINGS PRESENTATION MARCH 10 | 2026
This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance, growth, and future prospects, the Company’s strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “create,” “develop,” “estimate,” “expect,” “focus,” “forecast,” “foresee,” “future,” “goal,” “guidance,” “in development,” “intend,” “likely,” “look,” “maintain,” “may,” “ongoing,” “outlook,” “plan,” “possible,” “potential,” “predict,” “probable,” “project,” “should,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following: • risks associated with international, national and regional unfavorable economic conditions that could affect the Company or its clients; • demand for the Company’s services, which may precipitate or exacerbate other risks and uncertainties; • inflation and actions taken by central banks to counter inflation; • the Company’s ability to attract new clients and retain existing clients; • the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements; • financial failure of the Company’s clients; • the Company’s ability to retain and attract key employees; • the Company’s ability to compete in the markets in which it operates; • the Company’s ability to achieve its cost saving initiatives; • the Company’s implementation of strategic initiatives; • the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration; • the Company’s ability to manage its growth effectively; • the Company’s ability to identify, complete and integrate acquisitions that complement and expand the Company’s business capabilities and realize cost savings, synergies or other anticipated benefits of newly acquired businesses, or that even if realized, such benefits may take longer to realize than expected; • the Company’s ability to identify and complete divestitures and to achieve the anticipated benefits therefrom; • the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products; • the Company’s use of artificial intelligence, including generative artificial intelligence; • adverse tax consequences for the Company, its operations and its stockholders, that may differ from the expectations of the Company, including that recent or future changes in tax laws, potential changes to corporate tax rates in the United States and disagreements with tax authorities on the Company’s determinations that may result in increased tax costs; • adverse tax consequences in connection with the Transactions, including the incurrence of material Canadian federal income tax (including material “emigration tax”); • the Company’s ability to establish and maintain an effective system of internal control over financial reporting, including the risk that the Company’s internal controls will fail to detect misstatements in its financial statements • the Company’s ability to accurately forecast its future financial performance and provide accurate guidance; • the Company’s ability to protect client data from security incidents or cyberattacks; • economic disruptions resulting from war and other economic and geopolitical tensions (such as the ongoing military conflicts in Iran and the Middle East, and between Russia and Ukraine and in the Middle East), terrorist activities, natural disasters, public health events, and tariff and trade policies; • stock price volatility; and • foreign currency fluctuations. Investors should carefully consider these risk factors, other risk factors described herein, and the additional risk factors outlined in more detail in our 2024 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2025, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings. FORWARD LOOKING STATEMENTS & OTHER INFORMATION 2
DEFINITIONS OF NON-GAAP FINANCIAL MEASURES 3 In addition to its reported results, Stagwell Inc. has included in this earnings presentation certain financial results that the Securities and Exchange Commission (SEC) defines as "non-GAAP Financial Measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following: Pro Forma Results: The Pro Forma amounts presented for each period were prepared by combining the historical standalone statements of operations for each of legacy MDC and SMG. The unaudited pro forma results are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or consolidated financial condition would have been had the combination actually occurred on the date indicated, nor do they purport to project the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. The Company has excluded a quantitative reconciliation of Adjusted Pro Forma EBITDA to net income under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. 1) Organic Net Revenue: “Organic net revenue growth” and “Organic net revenue decline” reflects the year-over-year change in the Company's reported net revenue attributable to the Company's management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company's reported net revenue. The net impact of acquisitions (divestitures) reflects the year-over-year change in the Company’s reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. We calculate impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity’s current period reported revenue as the impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present an amount equal to the entity’s current year net revenue for the same period during which we didn’t own the entity in the prior year as the impact of the acquisition in the current year. We calculate impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity’s prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity’s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations. The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates. 2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period. 3) Adjusted EBITDA: defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense to achieve operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, impairment and other losses, and other items. Other items primarily includes restructuring, certain system implementation, working capital administrative fees and acquisition-related expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating Income (Loss), as Net Income (Loss) is not a relevant reportable segment financial metric. 4) Adjusted Diluted EPS” is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income (loss) attributable to Class C shareholders, excluding the impact of amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), based on total consolidated amounts, then allocated to Stagwell Inc. common shareholders and Class C shareholders, based on their respective income allocation percentage using a normalized effective income tax rate divided by (ii) the diluted weighted average shares outstanding. The diluted weighted average shares outstanding is calculated as (a) the diluted weighted average number of common shares outstanding plus (b) the shares of Class C Common Stock as if converted to shares of Class A Common Stock if not included because they were anti-dilutive. 5) Free Cash Flow: defined as Net cash provided from operations less normalized capital expenditures and capitalized software. Free Cash Flow Conversion is the percentage of adjusted EBITDA.. 6) Financial Guidance: The Company provides guidance on a non-GAAP basis as it cannot predict certain elements which are included in reported GAAP results. Included in this earnings presentation are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures.
4 FINANCIAL Outlook Full-Year 2026 Outlook 8% - 12% Total Net Revenue Growth $475M - $525M Adjusted EBITDA 50% - 60% EBITDA Conversion on Free Cash Flow $0.98 - $1.12 In Adjusted Earnings Per Share Note: Guidance as of 03/10/2026. The Company has excluded a quantitative reconciliation with respect to the Company’s 2026 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" below for additional information on definitions for Organic Net Revenue, Organic Net Revenue ex. Advocacy, Adjusted EBITDA, Adjusted Earnings Per Share, and Free Cash Flow. Please refer to our investor website at stagwellglobal.com/investors for information on Forward Looking Statements and risk factors outlined in our 2024 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 5 2025, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings.
F O U R T H Q U A R T E R H I G H L I G H T S NET REVENUE: $651M | NET LEVERAGE RATIO: 2.92x | ADJ. EBITDA: $129M Investing IN THE BUSINESS Accelerating GROWTH Improving CASH & COSTS Continuing NEW BUSINESS MOMENTUM Debuted The Machine, marketing's first agentic operating system connecting proprietary data and tools to clients' existing tech stacks Released NewVoices.ai, an independent AI agent for sales conversions and global customer assistance 24/7 Launched Stagwell Search+ in partnership with Emberos, an industry-first agentic tool helping brands navigate AI Search Announced partnership with AppLovin to bring advanced AI-powered mobileadvertising platform Axon into Stagwell’smedia offering Repurchased 5.5M shares in 4Q25 bringing YTD repurchases to 23.1M $106M of net new business in 4Q25, bringing LTM to a record-breaking $476M Secured multiple high profile new customer wins and expansions with leading companies including Target, Microsoft, GrubHub, and Venmo Top 25 customers grew 14% YoY in 4Q25, now average more than $28M in annualized net revenue Net Revenue of $651M represents highest-ever quarter Organic Net Revenue growth ex. Advocacy of 4%, represents 80 basis point sequential improvement, and highest growth rate of FY25 Performance driven by growth of 9% in Digital Transformation, 10% in Media & Commerce, and 111% in The Marketing Cloud Communications ex. Advocacy inflected positive in 4Q25 YTD Free Cash Flow more than doubled to $187M, a nearly 45% conversion from adjusted EBITDA Ex. Advocacy adjusted EBITDA grew 20% to $114M, representing a 19% margin, 181bps higher than 4Q24 Labor Ratio ex. Advocacy in FY25 stands at 61.9%, the lowest full-year ratio in three years, and 143bps better than 2023, the last non-advocacy year Actioned $51 million of the $80-$100M of cost savings by YE26 announced at Investor Day Note: Net Leverage Ratio defined as Net Debt divided by LTM Adjusted EBITDA.
S U M M A R Y C O M B I N E D F I N A N C I A L S Note: Figures may not foot due to rounding. Three Months Ended Dec 31, Twelve Months Ended Dec 31, 2025 2024 2025 2024 Net Revenue $ 650,833 $ 629,623 $ 2,427,671 $ 2,296,662 Billable Costs 156,611 159,085 481,329 544,554 Revenue $ 807,444 $ 788,708 $ 2,909,000 $ 2,841,216 Billable Costs 156,611 159,085 481,329 544,554 Staff costs 390,154 390,221 1,526,896 1,449,706 Administrative costs 84,240 73,275 302,463 275,046 Unbillable and other costs, net 47,157 40,749 176,459 154,462 Adjusted EBITDA $ 129,282 $ 125,378 $ 421,853 $ 417,448 Stock-based compensation 9,953 13,235 54,095 52,161 Depreciation and amortization 43,614 38,771 171,249 151,652 Deferred acquisition consideration 2,444 15,045 (7,467) 22,995 Impairment and other losses -- - 466 1,715 Other items, net 16,640 14,799 44,509 55,857 Operating income $ 56,631 $ 43,528 $ 159,001 $ 133,068 Adjusted EBITDA margin (on net revenue) 19.9% 19.9% 17.4% 18.2% 6 $ in Thousands
4 Q 2 5 N E T R E V E N U E Note: Figures may not foot due to rounding. Three Months Ended Dec 31, 2025 Twelve Months Ended Dec 31, 2025 Net Revenue Change Net Revenue Change Dec 31, 2024 $ 629,623 $ 2,296,662 Organic revenue (1,886) (0.3)% 2,576 0.1% Acquisitions (divestitures), net 18,594 3.0% 120,463 5.2% Foreign currency 4,502 0.7% 7,970 0.3% Total Change $ 21,210 3.4% $ 131,009 5.7% Dec 31, 2025 $ 650,833 $ 2,427,671 7 $ in Thousands
4 Q 2 5 N E T R E V E N U E B Y G E O G R A P H Y Note: Figures may not foot due to rounding. 4Q 8 % OF NET REVENUE 4Q25 YTD Organic Net Revenue Growth Net Revenue Growth Organic Net Revenue Growth Net Revenue Growth United States (0.1)% 0.2% 0.9% 1.7% United States ex. Advocacy 5.5% 5.8% 4.8% 5.7% EMEA 0.7% 16.9% (1.9)% 33.6% Rest of World (4.1)% 11.2% (4.7)% 2.8% TOTAL (0.3)% 3.4% 0.1% 5.7% TOTAL EX-ADVOCACY 4.0% 8.1% 3.1% 9.3% 76% 8% 16%
G L O B A L N E T W O R K 9 North America Latin America Europe Asia Pacific • Australia • China • Hong Kong • India • Indonesia • Japan • Malaysia • Philippines • Taiwan • Thailand • Singapore • South Korea Middle East & Africa • Austria • Belgium • Bulgaria • Italy • Latvia • Romania • Slovak Republic • Slovenia • Switzerland • Turkey • Ukraine • France • Germany • Netherlands • Poland • Spain • Sweden • United Kingdom • Argentina • Aruba • Bolivia • Brazil • Curacao • Colombia • Costa Rica • Dominican • Ecuador • El Salvador • Guatemala • Honduras • Jamaica • Nicaragua • Panama • Peru • Republic • Uruguay • Venezuela • Algeria • Bahrain • Egypt • Jordan • Kuwait • Lebanon • Libya • Morocco • Nigeria • Oman • Saudi Arabia • South Africa • Tunisia • United Arab Emirates Stagwell’s Affiliate Network Significantly Expands Our Global Footprint • Canada • USA • Mexico Note: As of December 31, 2025. Countries listed represent a subset of locations.
O U R O P E R A T I N G S E G M E N T S Marketing Services Scaling Brand Reach with AI-Powered Creativity Media & Commerce Delivering Data-Driven Outcomes for Brand Performance Communications Intelligent & Highly-Targeted Communications Strategies Digital Transformation Building & Designing Digital Platforms & Technology 2 3 4 5 10 The Marketing Cloud SaaS & DaaS Tools for the Modern Marketer 1 Notes: Figures may not foot due to rounding 4% 15% 25% 16% 40% % OF FY25 NET REVENUE BY SEGMENT
N E T R E V E N U E G R O W T H B Y S E G M E N T Notes: Advocacy includes Targeted Victory, SKDK, and TMA Direct. Figures may not foot due to rounding. 4Q25 YTD Operating Segment Organic Net Revenue Growth Net Revenue Growth Organic Net Revenue Growth Net Revenue Growth The Marketing Cloud 41.2% 111.2% 34.3% 230.0% Digital Transformation 2.8% 9.0% 9.2% 13.3% Media & Commerce 7.1% 10.2% (0.1)% 1.4% Communications (18.1)% (17.8)% (16.5)% (9.7)% Communications ex. Advocacy 0.6% 1.2% (4.0)% 9.0% Marketing Services 0.5% 1.9% 4.6% 6.0% TOTAL (0.3)% 3.4% 0.1% 5.7% TOTAL EX-ADVOCACY 4.0% 8.1% 3.1% 9.3% % OF NET REVENUE 4Q 4% 14% 27% 17% 38%
A D J E B I T D A G R O W T H B Y S E G M E N T Note: Advocacy includes Targeted Victory, SKDK, and TMA Direct. Figures may not foot due to rounding. *Adjusted EBITDA percentages in pyramid does not adjust for corporate eliminations **The Marketing Cloud adjusted EBITDA in 4Q25 improved y/y to $3.0m from $(3.1)m; The Marketing Cloud adjusted EBITDA YTD improved y/y to $(2.5)m from $(12.3)m Operating Segment 4Q25 YTD The Marketing Cloud** NQ NQ Digital Transformation 23.0% 23.4% Media & Commerce 27.1% (7.2)% Communications (23.5)% (28.5)% Communications ex. Advocacy 25.6% 11.2% Marketing Services 18.1% 19.8% TOTAL 3.1% 1.1% TOTAL EX-ADVOCACY 19.6% 15.9% % OF ADJ. EBITDA* 4Q Adj. EBITDA* Growth Y/Y 2% 13% 24% 22% 39%
Three Months Ended, Twelve Months Ended, Dec 31, 2025 Dec 30, 2024 % Change Dec 31, 2025 Dec 31, 2024 % Change Total Revenue $807 $789 2.4% $2,909 $2,841 2.4% Advocacy Revenue 65 127 (48.2)% 220 363 (39.3)% Total Ex Advocacy 742 662 12.0% 2,689 2,479 8.5% Three Months Ended, Twelve Months Ended, Dec 31, 2025 Dec 30, 2024 % Change Dec 31, 2025 Dec 31, 2024 % Change Total Net Revenue $651 $630 3.4% $2,428 $2,297 5.7% Advocacy Net Revenue 41 66 (36.9)% 146 209 (30.1)% Total Ex Advocacy 609 564 8.0% 2,282 2,088 9.3% Three Months Ended, Twelve Months Ended, Dec 31, 2025 Dec 30, 2024 % Change Dec 31, 2025 Dec 31, 2024 % Change Total Adj. EBITDA $129 $125 3.1% $422 $417 1.1% Advocacy Adj. EBITDA 15 30 (49.0)% 45 92 (51.5)% Total Ex Advocacy 114 95 19.6% 377 325 15.9% E X - A D V O C A C Y R E V E N U E , N E T R E V E N U E & A D J U S T E D E B I T D A Note: Advocacy includes Targeted Victory, SKDK, & TMA Direct. Actuals may not foot due to rounding $ in Millions NET REVENUE ADJ. EBITDA 13 REVENUE
N E W B U S I N E S S U P D A T E 14 PER CLIENT AT TOP 25 Notable Business WINS & EXPANSIONSNet New Business 4Q25 $106M LTM $476M Avg. Net Revenue 4Q25 $7.1M
15 LIQUIDITY Available Liquidity (as of 12/31/2025) Commitment Under Credit Facility $ 750 Drawn $ 237 Letters of Credit $ 15 Undrawn Commitments Under Facility $ 498 Total Cash & Cash Equivalents $ 105 Total Available Liquidity $ 602 $ in Millions Note: Numbers may not foot due to rounding.
16 MAINTAINING DISCIPLINE AROUND Deferred Acquisition Costs DAC DECREASED BY $62M FROM FY24 YEAR-END BALANCE Numbers may not foot due to rounding. $102M $40M 4Q24 4Q25
A D J U S T E D E A R N I N G S P E R S H A R E Three Months Ended Dec 31, 2025 Twelve Months Ended Dec 31, 2025 Reported (GAAP) Adjustments Non-GAAP Reported (GAAP) Adjustments Non-GAAP Net income attributable to Stagwell Inc. common shareholders $ 12,660 $ 64,037 $ 76,697 $ 29,101 $ 198,129 $ 227,230 Net loss attributable to Class C Shareholders - - - (6,637) - (6,637) Net income – diluted EPS $ 12,660 $ 64,037 $ 76,697 $ 22,464 $ 198,129 $ 220,593 Diluted - Weighted average number of common shares outstanding 258,997 - 258,997 225,468 - 225,468 Weighted average number of common class C shares outstanding (diluted) - - - 39,055 - 39,055 Diluted - Weighted average number of shares outstanding 258,997 - 258,997 264,523 - 264,523 Adjusted earnings per share (diluted) $ 0.05 $ 0.30 $ 0.08 $ 0.83 Adjustments to net income Amortization expense $ 38,333 $ 145,506 Impairment and other losses - 466 Stock-based compensation 9,953 54,095 Deferred acquisition consideration 2,444 (7,467) Other items, net 16,639 46,792 Total add-backs 67,369 239,392 Adjusted tax expense (3,332) (41,263) $ 64,037 $ 198,129 17 $ and Shares in Thousands Note: Numbers may not foot due to rounding.
G A A P C O N S O L I D A T E D O P E R A T I N G P E R F O R M A N C E Note: Numbers may not foot due to rounding. 18 $ and Shares in Thousands Three Months Ended Dec 31, Twelve Months Ended Dec 31, 2025 2024 2025 2024 Revenue $ 807,444 $ 788,708 $ 2,909,000 $ 2,841,216 Cost of services 503,718 502,522 1,845,958 1,842,978 Office & general expenses 203,481 203,887 732,326 711,803 Depreciation & amortization 43,614 38,771 171,249 151,652 Impairment & other losses - - 466 1,715 Total operating expenses $ 750,813 $ 745,180 $ 2,749,999 $ 2,708,148 Operating income (Loss) $ 56,631 $ 43,528 $ 159,001 $ 133,068 Interest expense, net (24,431) (24,038) (96,438) (92,317) Foreign exchange, net (1,156) 645 (1,640) (1,656) Gain (loss) on sale of business (2,245) - (2,245) - Bargain purchase gain 9,937 - 9,937 - Other, net 2,313 (547) 171 (1,372) Other income (expenses) $ (15,583) $ (23,940) $ (90,215) $ (95,345) Income before income taxes and equity in earnings of non-consolidated affiliates 41,048 19,588 68,786 37,723 Income tax expense 24,321 3,741 38,271 13,182 Income before equity in earnings of non-consolidated affiliates $ 16,727 $ 15,847 $ 30,515 $ 24,541 Equity in income (loss) of non-consolidated affiliates 93 - 111 503 Net income $ 16,820 15,847 $ 30,626 $ 25,044 Net (income) loss attributable to non-controlling & redeemable non-controlling interests (4,162) (12,612) (1,525) (22,785) Net income (loss) attributable to Stagwell Inc. common shareholders $ 12,658 $ 3,235 $ 29,101 $ 2,259 Earnings (Loss) Per Share Basic $ 0.05 $ 0.03 $ 0.13 $ 0.02 Diluted $ 0.05 $ 0.03 $ 0.08 $ 0.02 Weighted Average Number of Shares Outstanding Basic 251,650 109,266 220,608 110,890 Diluted 258,997 115,147 264,523 115,752
C A P I T A L S T R U C T U R E 1. Excludes non-controlling interest of Stagwell Class C shareholders to reflect NCI balance pro forma for full conversion of Class C shares to Class A. 2. A portion of the DAC will be paid with approximately 5.7m shares assuming conversion as of 3/5/26. 3. Includes redeemable non-controlling interest and obligations in connection with profit interests held by employees. 4. Non-consolidated investments 5. Share Count does not include unvested stock grants, unsettled SARs or portion of DAC to be settled in stock. Pro Forma total share count as of 3/5/2026 would be 253.5m Class A shares, 5.7m shares to settle DAC and 13.0m share-based awards, for a total of 272.2m shares outstanding. 6. Estimated shares to be issued upon the exercise of settled SAR awards using treasury method. Net Debt & Debt-Like ($M, as of 12/31/2025) Revolving Credit Facility $ 237 Bonds 1,100 NCI1 18 DAC2 40 RNCI3 25 Less: Investments4 20 Less: Cash 105 TOTAL NET DEBT & DEBT-LIKE $ 1,295 Share Count5 (Thousands, as of 3/5/2026) Class A 253,452 Class C (equal voting & economic rights to Class A) - Share-based awards6 12,970 DILUTED 266,422 19
20 APPLYING A PROVEN PLAYBOOK to scale The Marketing Cloud Group Building complementary software solutions leveraging the domain expertise and distribution channels already in place at Stagwell Advanced Media Platforms Proprietary & Premium Owned Media Channels Media Studio Solution for Modern Media Planners and Buyers Harris Quest Research Market Research Products by The Harris Poll PRophet Comms Tech AI-Driven Platform for Modern Communicators Digital Services Technology Digital Transformation Building Digital Platforms & Consumer Experiences Media & Commerce Integrated Omnichannel Media, Data & E-Commerce Marketing Services Integrated Campaigns for Blue-Chip Customers Communications Data-Driven, Targeted Communications Strategies 1 2 3 4
21 We've developed a proven strategy to develop and incubate new technologies, making informed product roadmap decisions based off agency clients while leveraging our world-class tech team THE MARKETING CLOUD GROUP Product Incubation Playbook WE BUILD ADVANCED PRODUCTS MORE EFFICIENTLY than the rest Faster Shared infrastructure + tech expertise DEVELOP & ITERATE FAST Cheaper World's most ambitious clients + upselling opportunities LOWER GO-TO-MARKET COSTS Better Proprietary data + the best marketers in the world INTERNAL TESTING & INSIGHTS THAT DELIVER BETTER PRODUCTS
22 REAL-TIME INSIGHTS Product Spotlight Customer Benefit Unlocking continuous brand tracking on an affordable, global, modern basis for research professionals
23 ARTIFICAL INTELLIGENCE Product Spotlight Customer Benefit Revolutionizing the PR process through AI, saving PR professionals from millions of tedious working hours
Thank You Contact Us: IR@StagwellGlobal.com
FAQ
How did Stagwell (STGW) perform financially in 2025?
Stagwell posted 2025 revenue of $2.91 billion, up 2%, and net revenue of $2.43 billion, up 6%. Net income attributable to common shareholders increased to $29 million, while adjusted EBITDA reached $422 million, reflecting stronger profitability and operating leverage.
What were Stagwell’s 2025 earnings per share and adjusted EPS?
In 2025, Stagwell reported diluted EPS of $0.08, up from $0.02 a year earlier. Adjusted diluted EPS rose 5% year over year to $0.83, reflecting add-backs for amortization, stock-based compensation, deferred acquisition consideration, other items, and related tax effects.
How strong was Stagwell’s cash flow and free cash flow in 2025?
Stagwell generated $291 million of net cash from operating activities in 2025, up from $143 million. After capital expenditures and capitalized software, free cash flow more than doubled to $187 million, supporting increased capital return and balance sheet flexibility.
Which Stagwell business segments grew fastest in 2025?
In 2025, The Marketing Cloud delivered 230% year-over-year net revenue growth, while Digital Transformation net revenue grew 13% and Marketing Services grew 6%. Net revenue excluding advocacy grew 9%, indicating strength in core, non-advocacy offerings.
What changes did Stagwell make to its stock repurchase program?
On March 4, 2026, Stagwell’s board increased the stock repurchase authorization by $350 million, bringing the total program size to $725 million. After prior repurchases, about $400 million remains available, with the program expiring on March 4, 2029.
What 2026 financial guidance has Stagwell provided?
For 2026, Stagwell guides to total net revenue growth of 8%–12%, adjusted EBITDA of $475–$525 million, and free cash flow conversion of 50%–60%. It also expects adjusted EPS between $0.98 and $1.12, including anticipated impacts from acquisitions or dispositions.
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STAGWELL INC
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Stagwell Inc. (NASDAQ:STGW) Reports Results for the Three and Twelve Months Ended December 31, 2025
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