How did Stagwell calculate Eli Samaha’s STGW share payment?

The $20,000 quarterly fee was divided by the Class A common stock closing price on the trading day immediately preceding the payment date. The resulting share payment was 2,457 fully vested shares.

Stagwell director Samaha takes $20K fee in shares

Q: How many STGW shares did director Eli Samaha receive?

Eli Samaha received 2,457 fully vested Class A common shares for a $20,000 quarterly fee for Board service, which he elected to receive in shares rather than cash. The share count was calculated using a closing price of $8.14 per share.

Q: Who held the 8,014,322 STGW shares reported as indirect holdings?

The shares were held by funds managed by Madison Avenue Partners, LP, whose managing partner is Eli Samaha. Samaha disclaimed beneficial ownership except to the extent of his pecuniary interest in the securities.

The share-based fee followed Eli Samaha’s election under Stagwell’s Non-Employee Director Compensation Policy.

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Form Type

Rhea-AI Filing Summary

Stagwell Inc (STGW) director Eli Samaha acquired 2,457 fully vested Class A common shares on October 1, 2026, in lieu of a $20,000 quarterly board-service fee he elected to receive in shares. The share count was based on the prior trading day’s closing price of $8.14 per share. His direct holdings after the acquisition were 173,221 shares. Separately, funds managed by Madison Avenue Partners, LP held 8,014,322 shares; Samaha is the partnership’s managing partner and disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Grant/Award: 2,457 shares

Grant/Award 2 txns

Insider Samaha Eli

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock ^F1	2,457	$8.14	$20K
holding	Class A Common Stock ^F2	--	--	--

Holdings After Transaction: Class A Common Stock — 173,221 shares (Direct); Class A Common Stock — 8,014,322 shares (Indirect, See footnote)

Footnotes (2)

F1. 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.
F2. 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.

Key Figures

Class A common shares acquired: 2,457 shares Quarterly Board-service fee: $20,000 Closing price used to calculate shares: $8.14 per share +2 more

5 metrics

Class A common shares acquired 2,457 shares Fully vested shares received for the quarterly Board-service fee on October 1, 2026

Quarterly Board-service fee $20,000 Eli Samaha elected to receive the fee in shares instead of cash

Closing price used to calculate shares $8.14 per share Class A common stock closing price on the trading day before payment

Direct holdings after transaction 173,221 shares Eli Samaha’s reported direct holdings following the acquisition

Shares held by managed funds 8,014,322 shares Funds managed by Madison Avenue Partners, LP

Key Terms

Non-Employee Director Compensation Policy, fully vested, pecuniary interest, beneficial ownership

4 terms

Non-Employee Director Compensation Policy financial

"Pursuant to the Issuer's Non-Employee Director Compensation Policy"

fully vested financial

"shares of fully vested Class A Common Stock"

pecuniary interest regulatory

"except to the extent of the Reporting Person's pecuniary interest"

beneficial ownership regulatory

"disclaims beneficial ownership of these securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many STGW shares did director Eli Samaha receive?

Eli Samaha received 2,457 fully vested Class A common shares for a $20,000 quarterly fee for Board service, which he elected to receive in shares rather than cash. The share count was calculated using a closing price of $8.14 per share.

Who held the 8,014,322 STGW shares reported as indirect holdings?

The shares were held by funds managed by Madison Avenue Partners, LP, whose managing partner is Eli Samaha. Samaha disclaimed beneficial ownership except to the extent of his pecuniary interest in the securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/02/2026 - 05:30 PM Accepted by SEC EDGAR 10/02/2026 - 05:30 PM

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).

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^*

Samaha Eli

(Last)

(First)

(Middle)

C/O STAGWELL INC.

ONE WORLD TRADE CENTER, FLOOR 65

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/01/2026		A		2,457⁽¹⁾	A	$8.14	173,221	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	10/02/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR