Stagwell Insider Files Donation of 5.34M Class A Shares — Form 4

Rhea-AI Filing Summary

Stagwell Inc. (STGW) Form 4: This filing reports that on 09/04/2025 the reporting person effected a disposition of 5,341,715 shares of Class A Common Stock via transaction code G(1), described as a donation to charity with $0 proceeds. After the reported transaction, 7,655,879 shares of Class A Common Stock were beneficially owned by the reporting person in an indirect capacity. The filing explains complex ownership through Goldman Sachs entities and related partnerships and states the reporting person disclaims beneficial ownership except to any pecuniary interest. The form was signed by an attorney-in-fact on 09/08/2025.

Insights

Securities Analyst

TL;DR: Large charitable disposition of 5.34M Class A shares reduces indirect holdings; ownership structure is layered through Goldman Sachs entities.

The Form 4 documents a non-sale disposition coded G(1), explicitly a donation of 5,341,715 Class A shares, recorded at $0 consideration. Post-transaction indirect beneficial ownership is reported at 7,655,879 shares. The filing clarifies that the reporting person is a managing director at Goldman Sachs and that multiple affiliated entities (GS Group, Broad Street Principal Investments, Bridge Street/StoneBridge funds) hold the reported shares, indicating the reported interest arises through these entities rather than direct personal ownership. The reporting person expressly disclaims beneficial ownership except for any pecuniary interest.

Corporate Governance Expert

TL;DR: Transaction is a charitable donation by entities tied to Goldman Sachs; disclosure clarifies indirect ownership and disclaimer of personal beneficial ownership.

The disclosure follows Section 16 reporting for an insider linked to institutional ownership. The use of transaction code G(1) and the explanation confirm the disposition was a donation, not a market sale. The detailed footnote mapping ownership through GS Group, Broad Street Principal Investments and StoneBridge partnerships provides transparency about who holds economic and voting interests. The signature by an attorney-in-fact is properly noted. There are no indications of new options, grants, or derivative instruments in this filing.

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

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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^*

Gross Bradley J.

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		G(1)		5,341,715	D	$0	7,655,879	I	See Footnotes(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. This transaction represents a donation of shares of the Issuer's Class A Common Stock to a charity.

2. The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). GS Group is the direct owner of Broad Street Principal Investments, L.L.C., which directly holds 5,341,715 shares of Class A Common Stock of the Issuer, and Bridge Street Opportunity Advisors, L.L.C. is the general partner of each of StoneBridge 2017, L.P., which directly holds 1,597,531 shares of Class A Common Stock of the Issuer, and StoneBridge 2017 Offshore, L.P., which directly holds 566,259 shares of Class A Common Stock of the Issuer. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 150,374 shares of Class A Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Crystal Orgill, Attorney-in-fact	09/08/2025
	** 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 the Form 4 for STGW report on 09/04/2025?

The Form 4 reports a donation (transaction code G(1)) of 5,341,715 Class A shares of Stagwell Inc. on 09/04/2025.

How many STGW shares does the reporting person beneficially own after the transaction?

The filing shows 7,655,879 shares of Class A Common Stock beneficially owned following the reported transaction.

Was the disposition a sale or transfer for value?

No; the disposition is reported with a price of $0 and is explained as a donation to charity.

Who holds the shares reported in this Form 4?

The explanation attributes holdings to Goldman Sachs entities: Broad Street Principal Investments, L.L.C. and StoneBridge funds, and states GS Group directly or indirectly owns certain shares.

Does the reporting person claim personal beneficial ownership of these shares?

The reporting person disclaims beneficial ownership