Mark Penn converts indirect holdings; owns 29.56M STGW Class A shares

Rhea-AI Filing Summary

Filing: Form 4 filed by Mark Jeffery Penn (signed 08/05/2025) reporting insider changes for Stagwell Inc. (STGW).

The form reports a transaction dated 08/01/2025 with Transaction Code G and a reported price of $0. The table shows the number 1,750,000 in proximity to a D indicator and lists 29,560,430 shares as the amount of Class A Common Stock beneficially owned following the reported transaction, with ownership shown as Direct (D).

The filing includes an explanatory note stating it "includes 22,296,375 shares previously reported as indirectly beneficially owned" by the Reporting Person, held by The Stagwell Group LLC, and that on July 17, 2025 the Stagwell Group made a pro rata distribution of such shares to the Reporting Person as its sole member (see Amendment No. 17 to Schedule 13D).

Positive

• Post-transaction direct beneficial ownership reported as 29,560,430 Class A shares
• Explanatory note discloses pro rata distribution of 22,296,375 previously indirect shares (July 17, 2025)

Negative

• Transaction row shows 1,750,000 with a D indicator and a reported price of $0 (Transaction Code G)

Insights

Securities Analyst

TL;DR: Form 4 shows reclassification/distribution and reports 29,560,430 direct Class A shares after an 08/01/2025 transaction.

The filing documents a Transaction Code G entry dated 08/01/2025, with an associated $0 price and the numeric item 1,750,000 appearing in the transaction row. Most materially, the report records 29,560,430 Class A shares as beneficially owned directly following the reported activity. The attached explanatory note explicitly states that 22,296,375 shares were previously indirect holdings of The Stagwell Group LLC and were pro rata distributed to the Reporting Person on July 17, 2025.

From a reporting and disclosure standpoint, the filing documents a shift of previously indirect holdings to direct ownership; no earnings, guidance, or other operational metrics are included.

Corporate Governance Expert

TL;DR: CEO/director Mark Penn reports a post-transaction direct holding of 29,560,430 STGW Class A shares; distribution cited on 7/17/2025.

The Form 4 confirms the Reporting Person's roles as Chief Executive Officer, Director, and a 10% owner. The explanatory footnote references an amendment to Schedule 13D and identifies a pro rata distribution by The Stagwell Group LLC on July 17, 2025, converting 22,296,375 indirectly held shares into the Reporting Person's direct beneficial ownership. The filing is signed on 08/05/2025. For governance review, the record documents insider position changes but contains no additional agreements or new compensation terms.

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

OMB APPROVAL

OMB Number:			3235-0287
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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)
08/01/2025

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	08/01/2025		G		1,750,000	D	$0	29,560,430(1)	D

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. Includes 22,296,375 shares previously reported as indirectly beneficially owned by the Reporting Person. These shares were held by The Stagwell Group LLC ("Stagwell Group"). As reported in Amendment No. 17 to the Schedule 13D filed by the Reporting Person on July 21, 2025, on July 17, 2025, Stagwell Group made a pro rata distribution of such shares to the Reporting Person as its sole member.

	/s/ Mark Penn	08/05/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mark Penn report on the STGW Form 4?

He reported an 08/01/2025 transaction (Transaction Code G), shows a $0 price and lists post-transaction direct beneficial ownership of 29,560,430 Class A shares.

How many STGW Class A shares does Mark Penn beneficially own after the reported transaction?

29,560,430 shares (reported as direct beneficial ownership on the Form 4).

When was the distribution of previously indirect shares made to the Reporting Person?

The explanatory note states a pro rata distribution by The Stagwell Group LLC occurred on July 17, 2025.

What transaction details are shown for 08/01/2025 on the Form 4?

The form shows Transaction Date 08/01/2025 with Transaction Code G, a listed number 1,750,000, and a reported price of $0.

When was this Form 4 signed and filed by the Reporting Person?

The signature on the filing is dated 08/05/2025.