Stagwell (STGW) CEO reports tax-withheld shares from RSU vesting

Rhea-AI Filing Summary

Stagwell Inc Chief Executive Officer Mark Jeffery Penn reported a routine tax-related share disposition. On the settlement of restricted stock units, 75,447 shares of Class A Common Stock were withheld by the company at $5.24 per share to cover tax withholding obligations, rather than sold in the open market.

Following this transaction, Penn directly owns 27,197,765 Class A shares. An additional 2,000,000 shares are held indirectly through The Stagwell Group LLC, which he controls, showing he retains a very large equity stake after the tax withholding event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Penn Mark Jeffery

(Last) (First) (Middle)

C/O STAGWELL INC.

ONE WORLD TRADE CENTER, FLOOR 65

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Stagwell Inc [ STGW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/07/2026		F		75,447(1)	D	$5.24	27,197,765	D
Class A Common Stock								2,000,000	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock units.

2. The shares are held by The Stagwell Group LLC ("Stagwell Group"). The Reporting Person is the controlling person of Stagwell Group.

	/s/ Mark Penn	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Stagwell (STGW) CEO Mark Penn report in this Form 4?

Mark Penn reported a tax-withholding share disposition. The company withheld 75,447 Class A shares at $5.24 each to satisfy tax obligations from restricted stock unit vesting, rather than conducting an open-market sale of those shares.

How many Stagwell (STGW) shares were withheld for taxes from the CEO?

Stagwell withheld 75,447 Class A shares. These shares were retained by the issuer at $5.24 per share to cover tax withholding requirements arising from the vesting of restricted stock units granted to CEO Mark Penn.

Did the Stagwell (STGW) CEO sell shares on the open market?

No open-market sale was reported. The 75,447 Class A shares were withheld by Stagwell Inc to satisfy tax liabilities on vested restricted stock units, which is classified as a tax-withholding disposition, not a discretionary market sale.

How many Stagwell (STGW) shares does CEO Mark Penn hold after this filing?

Mark Penn directly holds 27,197,765 Class A shares. The filing also shows 2,000,000 additional Class A shares are held indirectly through The Stagwell Group LLC, which the reporting person controls, indicating a substantial overall ownership position.

What is the role of The Stagwell Group LLC in Mark Penn’s STGW holdings?

The Stagwell Group LLC holds shares for Mark Penn. The filing states 2,000,000 Class A shares are held by The Stagwell Group LLC, and Mark Penn is identified as the controlling person of that entity, reflecting indirect ownership of those shares.