Stagwell Inc (STGW) CEO logs forfeited and tax-withheld stock on Form 4

Rhea-AI Filing Summary

Stagwell Inc’s Chief Executive Officer Mark Jeffery Penn reported two share dispositions involving Class A Common Stock on March 3, 2026, both tied to equity compensation. He forfeited 57,689 restricted shares back to the company in connection with the partial vesting of a three-year financial performance-based restricted stock award, and 229,529 shares were withheld by the company at $4.82 per share to cover tax withholding on the nonreportable vesting of restricted stock. After these compensation-related dispositions, he directly held 27,273,212 shares and indirectly held 2,000,000 shares through The Stagwell Group LLC, which he controls.

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)
03/03/2026

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	03/03/2026		D		57,689(1)	D	$0	27,502,741	D
Class A Common Stock	03/03/2026		F		229,529(2)	D	$4.82	27,273,212	D
Class A Common Stock								2,000,000(3)	I	See Footnote(3)

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 of restricted stock forfeited to the issuer in connection with the partial vesting of a three-year financial performance-based restricted stock award.

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

3. The 2,000,000 shares are held by The Stagwell Group LLC ("Stagwell Group") and were previously reported as directly beneficially owned by the Reporting Person. As reported in Amendment No. 18 to the Schedule 13D filed by the Reporting Person on January 13, 2026, on December 15, 2025, the Reporting Person transferred the shares to Stagwell Group. The Reporting Person is the controlling person of Stagwell Group.

	/s/ Mark Penn	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider share transactions did Stagwell Inc (STGW) report for Mark Penn?

Stagwell Inc reported that CEO Mark Jeffery Penn disposed of Class A Common Stock through compensation-related events. He forfeited 57,689 restricted shares to the company and had 229,529 shares withheld at $4.82 per share to satisfy tax withholding on vested restricted stock.

Were Mark Penn’s Stagwell Inc (STGW) share disposals open-market sales?

No, the reported disposals were not open-market sales. One transaction was a disposition to the issuer from forfeited restricted stock, and the other was shares withheld by the issuer to satisfy tax withholding obligations on the vesting of restricted stock awards.

How many Stagwell Inc (STGW) shares did Mark Penn hold after these Form 4 transactions?

After the reported transactions, Mark Jeffery Penn directly held 27,273,212 shares of Stagwell Inc Class A Common Stock. He also indirectly held 2,000,000 shares through The Stagwell Group LLC, an entity he controls, as noted in the filing’s ownership and footnote disclosures.

Why were 57,689 Stagwell Inc (STGW) shares forfeited by Mark Penn?

The 57,689 shares represent restricted stock forfeited to Stagwell Inc in connection with the partial vesting of a three-year financial performance-based restricted stock award, according to the footnotes. This reflects equity award mechanics rather than an elective market sale of shares.

What is the purpose of the 229,529 Stagwell Inc (STGW) shares withheld at $4.82?

The 229,529 shares withheld at $4.82 per share were retained by Stagwell Inc to satisfy tax withholding requirements related to the nonreportable vesting of restricted stock. This tax-withholding disposition is a common feature of equity compensation settlement processes.

How are the 2,000,000 indirectly held Stagwell Inc (STGW) shares structured for Mark Penn?

The 2,000,000 shares are held by The Stagwell Group LLC and were previously reported as directly owned by Mark Jeffery Penn. He transferred them to The Stagwell Group on December 15, 2025 and is described as the controlling person of that entity.