Stagwell CEO exercises 575K cash-settled SARs

Stagwell Inc’s CEO and 10% owner Mark Jeffery Penn reported cash-settled Stock Appreciation Right (SAR) exercises on August 9, 2026.

Rhea-AI Filing Summary

Stagwell Inc’s CEO and 10% owner Mark Jeffery Penn reported cash-settled Stock Appreciation Right (SAR) exercises on August 9, 2026. He exercised SARs covering 500,000 shares at an exercise price of $8.27 and SARs covering 75,000 shares at $6.79, each tied to Class A Common Stock. According to the notes, these SARs were exercised and settled for cash, with corresponding dispositions of 500,000 and 75,000 Class A shares to the issuer at $9.17 per share, resulting in no net share acquisition or sale. Penn continues to have indirect ownership of 2,000,000 Class A shares held by The Stagwell Group LLC, where he is the controlling person.

Insider Trade Summary

575,000 shares exercised/converted

Exercise 7 txns

Insider Penn Mark Jeffery

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights F1, F3	500,000	$0.00	$0.00
Exercise	Stock Appreciation Rights F1, F4	75,000	$0.00	$0.00
Exercise	Class A Common Stock F1	500,000	$8.27	$4.13M
Disposition	Class A Common Stock F1	500,000	$9.17	$4.58M
Exercise	Class A Common Stock F1	75,000	$6.79	$509K
Disposition	Class A Common Stock F1	75,000	$9.17	$688K
holding	Class A Common Stock F2	--	--	--

Holdings After Transaction: Stock Appreciation Rights — 1,150,000 contracts (Direct); Class A Common Stock — 23,034,990 shares (Direct); Class A Common Stock — 2,000,000 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. Represents the exercise of Stock Appreciation Rights ("SARs") and settlement for cash.
2. F2. The shares are held by The Stagwell Group LLC ("Stagwell Group"). The Reporting Person is the controlling person of Stagwell Group.
3. F3. The SARs vested in equal installments on December 14, 2022, December 14, 2023 and December 14, 2024.
4. F4. The SARs vested in equal installments on March 1, 2024, March 1, 2025 and March 1, 2026.

Key Figures

SARs exercised at $8.27: 500,000 shares SARs exercised at $6.79: 75,000 shares Total SARs exercised: 575,000 shares +4 more

7 metrics

SARs exercised at $8.27 500,000 shares Stock Appreciation Rights with an exercise price of $8.27 per share exercised on August 9, 2026

SARs exercised at $6.79 75,000 shares Stock Appreciation Rights with an exercise price of $6.79 per share exercised on August 9, 2026

Total SARs exercised 575,000 shares Aggregate Stock Appreciation Rights exercised in these transactions

Disposition price to issuer $9.17 per share Price for 500,000 and 75,000 Class A shares disposed to issuer in cash settlement

Indirectly held shares 2,000,000 shares Class A Common Stock held indirectly via The Stagwell Group LLC after transactions

First SAR grant vesting pattern 3 installments SARs vesting on December 14, 2022, 2023 and 2024

Second SAR grant vesting pattern 3 installments SARs vesting on March 1, 2024, 2025 and 2026

Key Terms

Stock Appreciation Rights, settlement for cash, Disposition to issuer, indirect ownership, +1 more

5 terms

Stock Appreciation Rights financial

"Represents the exercise of Stock Appreciation Rights ("SARs") and settlement for cash."

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

settlement for cash financial

"Represents the exercise of Stock Appreciation Rights ("SARs") and settlement for cash."

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

indirect ownership financial

"The shares are held by The Stagwell Group LLC ("Stagwell Group")."

controlling person financial

"The Reporting Person is the controlling person of Stagwell Group."

A controlling person is an individual or entity that can direct a company’s decisions and strategy through ownership, voting power, board control, or other influence — like the captain of a ship who sets course. For investors, who holds that control matters because it shapes management choices, risk tolerance, potential conflicts of interest, and the likelihood of major actions such as mergers, dividend changes, or management shifts.

FAQ

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

What did Stagwell Inc (STGW) CEO Mark Penn report in this Form 4?

Mark Jeffery Penn reported exercises of Stock Appreciation Rights linked to 575,000 Class A shares on August 9, 2026, which were settled entirely in cash through dispositions of the underlying shares to the issuer.

How many Stock Appreciation Rights did STGW’s CEO exercise?

He exercised SARs covering a total of 575,000 shares: 500,000 SARs with an exercise price of $8.27 and 75,000 SARs with an exercise price of $6.79, all tied to Class A Common Stock.

Were Stagwell (STGW) shares sold on the open market in this Form 4?

No open-market sales are reported. The filing shows dispositions to the issuer of 500,000 and 75,000 Class A shares at $9.17 per share, in connection with cash settlement of SARs.

What price was used to settle the exercised SARs in the STGW filing?

The underlying Class A Common Stock tied to the SARs was disposed of to the issuer at $9.17 per share, as part of the cash settlement of the exercised Stock Appreciation Rights reported on August 9, 2026.

How many Stagwell (STGW) shares does Mark Penn still indirectly hold?

After these transactions, Mark Jeffery Penn is reported to have indirect ownership of 2,000,000 Class A Common shares held by The Stagwell Group LLC, an entity he controls, according to the ownership footnote.

Do the reported STGW SAR exercises change the CEO’s net share position?

The filing indicates SAR exercises and cash settlement via dispositions to the issuer, with no net buy or sell shares reported. A separate holding entry shows 2,000,000 shares indirectly held through The Stagwell Group LLC.

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

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Available on EDGAR 08/11/2026 - 08:15 PM Accepted by SEC EDGAR 08/11/2026 - 08:14 PM Learn about SEC filing dates

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^*

Penn Mark Jeffery

(Last) (First) (Middle)

C/O STAGWELL INC.

ONE WORLD TRADE CENTER, FLOOR 65

(Street)

NEW YORK 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/09/2026		M		500,000(1)	A	$8.27	23,534,990	D
Class A Common Stock	08/09/2026		D		500,000(1)	D	$9.17	23,034,990	D
Class A Common Stock	08/09/2026		M		75,000(1)	A	$6.79	23,109,990	D
Class A Common Stock	08/09/2026		D		75,000(1)	D	$9.17	23,034,990	D
Class A Common Stock								2,000,000	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
Stock Appreciation Rights	$8.27	08/09/2026		M			500,000(1)	12/14/2022(3)	12/14/2026	Class A Common Stock	500,000	$0	1,000,000	D
Stock Appreciation Rights	$6.79	08/09/2026		M			75,000(1)	03/01/2024(4)	03/01/2028	Class A Common Stock	75,000	$0	150,000	D

Explanation of Responses:

1. Represents the exercise of Stock Appreciation Rights ("SARs") and settlement for cash.

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

3. The SARs vested in equal installments on December 14, 2022, December 14, 2023 and December 14, 2024.

4. The SARs vested in equal installments on March 1, 2024, March 1, 2025 and March 1, 2026.

	/s/ Mark Penn	08/11/2026
	** 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)