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[Form 4] Stagwell Inc Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Director Eli Samaha reported transactions in Stagwell Inc (STGW) showing he received 3,552 shares of Class A Common Stock on 10/01/2025 under the company’s non-employee director compensation policy in lieu of a $20,000 cash fee, calculated using the prior trading day’s closing price of $5.63. After that issuance he directly beneficially owned 137,833 shares. Funds managed by Madison Avenue Partners, LP hold 8,014,322 Class A shares; Mr. Samaha, as managing partner, disclaims beneficial ownership except for any pecuniary interest. The filing was signed by an attorney-in-fact on 10/02/2025.

Positive
  • 3,552 shares received in lieu of a $20,000 cash fee aligns director compensation with shareholders
  • Funds managed by Madison Avenue Partners, LP hold 8,014,322 Class A shares, indicating significant institutional exposure
Negative
  • The director's direct purchase of 3,552 shares is relatively small compared with total fund holdings
  • Reporting person disclaims beneficial ownership of 8,014,322 shares, limiting clarity on voting/control intent

Insights

Director elected stock compensation; a modest direct purchase and large fund holdings reported.

The report shows a routine, non-cash director fee election resulting in 3,552 newly issued Class A shares at an effective price of $5.63, reflecting a $20,000 fee converted to equity. This is a standard governance practice aligning director pay with shareholder interests.

Separately, the filing discloses that funds managed by Madison Avenue Partners, LP hold 8,014,322 shares and that Mr. Samaha is the managing partner; he explicitly disclaims direct beneficial ownership of those fund-held shares except for his pecuniary interest. The disclosure clarifies ownership structure but does not assert additional direct control beyond the reported 137,833 directly owned shares.

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
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Samaha Eli

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
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 10/01/2025 A 3,552(1) A $5.63 137,833 D
Class A Common Stock 8,014,322 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. Pursuant to the Issuer's Non-Employee Director Compensation Policy, the reporting person elected to receive payment of quarterly fees for service on the Issuer's Board of Directors in shares of fully vested Class A Common Stock in lieu of a cash payment. The number of shares was calculated based on a $20,000 fee divided by the closing price of the Class A Common stock on the trading day immediately preceding the date of payment.
2. These shares are held by funds managed by Madison Avenue Partners, LP. The Reporting Person is the managing partner of Madison Avenue Partners, LP. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of such securities.
/s/ Edmund Graff, attorney-in-fact 10/02/2025
** 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 transaction did STGW director Eli Samaha report on Form 4?

Mr. Samaha reported receiving 3,552 Class A shares on 10/01/2025 elected in lieu of a $20,000 cash board fee.

How was the share amount for the director fee calculated?

The number of shares equals a $20,000 fee divided by the closing price of Class A Common Stock on the trading day immediately preceding payment; the filing lists an effective price of $5.63.

How many STGW shares does Eli Samaha directly own after the transaction?

After the issuance, Mr. Samaha directly beneficially owned 137,833 Class A shares.

What is the relationship between Eli Samaha and Madison Avenue Partners, LP?

Mr. Samaha is the managing partner of Madison Avenue Partners, LP, which holds 8,014,322 Class A shares; he disclaims beneficial ownership except for any pecuniary interest.

When was the Form 4 signed and filed?

The signature by attorney-in-fact appears with date 10/02/2025 on the filing.
STAGWELL INC

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1.30B
100.49M
58.6%
44.21%
3.03%
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