CEO of Stagwell (NASDAQ: STGW) disposes shares back to issuer

Rhea-AI Filing Summary

Stagwell Inc’s Chief Executive Officer Mark Jeffery Penn reported a tax-related share disposition. He transferred 4,572,207 shares of Class A Common Stock back to the company at $6.1677 per share, as part of covering tax obligations tied to a prior exchange of shares. After this issuer repurchase, he still directly owns 22,625,558 Class A shares and indirectly holds 2,000,000 additional shares through The Stagwell Group LLC, where he is the controlling person.

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)
03/11/2026

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	03/11/2026		D		4,572,207(1)	D	$6.1677(2)	22,625,558	D
Class A Common Stock								2,000,000	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 repurchased by the Issuer from the Reporting Person in connection with the Reporting Person's tax obligations resulting from the April 4, 2025 exchange by Stagwell Media LP of shares of Class C Common Stock of the Issuer, together with the corresponding interest in a subsidiary of the Issuer, for shares of Class A Common Stock (the "Exchange"). The shares repurchased are a portion of the shares distributed to the Reporting Person as a result of the Exchange.

2. Reflects a 1% discount to the closing price of the Class A Common Stock on the transaction date.

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

	/s/ Mark Penn	03/13/2026
	** 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 insider transaction did Stagwell (STGW) report for CEO Mark Penn?

Mark Penn reported an issuer repurchase of his shares. He disposed of 4,572,207 Stagwell Class A Common shares back to the company at $6.1677 per share, primarily to satisfy tax obligations arising from an earlier exchange of Class C into Class A shares.

How many Stagwell (STGW) shares did the CEO dispose of and at what price?

The CEO disposed of 4,572,207 Class A shares. These shares were repurchased by Stagwell at $6.1677 per share, reflecting a 1% discount to the Class A Common Stock closing price on the March 11, 2026 transaction date.

Why were Stagwell (STGW) shares repurchased from the CEO by the company?

The repurchase was to cover tax obligations. The filing explains that shares were repurchased from Mark Penn in connection with his tax obligations stemming from an April 4, 2025 exchange of Class C shares and related interests into Class A Common Stock.

How many Stagwell (STGW) shares does the CEO hold after the transaction?

After the transaction, Mark Penn holds substantial shares. He directly owns 22,625,558 Class A Common shares. In addition, 2,000,000 Class A shares are held indirectly through The Stagwell Group LLC, an entity he controls, according to the filing footnotes.

Is the Stagwell (STGW) CEO’s share disposition an open-market sale?

No, it is a disposition to the issuer. The transaction is coded as a disposition to the company, not an open-market sale. Stagwell repurchased 4,572,207 shares from Mark Penn primarily to address his tax obligations associated with an earlier exchange transaction.

What is The Stagwell Group LLC’s role in the CEO’s Stagwell (STGW) holdings?

The Stagwell Group LLC holds shares indirectly for the CEO. The filing states 2,000,000 Class A shares are held by The Stagwell Group LLC. Mark Penn is identified as the controlling person of this entity, which creates an indirect ownership position in addition to his direct holdings.