[S-8] Stagwell Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Beazer Homes (BZH) posted a sharp sequential slowdown in Q3 FY25 (quarter ended 6/30/25). Revenue slid 8.4% YoY to $545 m as closings and average selling prices softened, while inventory impairments of $10.3 m (vs. $0.2 m) dragged gross margin down to 13.3% from 17.3%. G&A and commission spend remained elevated, pushing the company to a $3.7 m operating loss and a diluted loss per share of $0.01 (vs. $0.88 EPS LY).

For the nine-month period, revenue inched 3.6% higher to $1.58 bn, yet operating income fell 86% to $11.8 m and EPS shrank to $0.52 from $2.84, reflecting margin pressure, $10.9 m in impairments/abandonments and higher depreciation.

Balance sheet: Cash & equivalents dropped to $82.9 m (Sept-24: $203.9 m) as operating cash flow was -$218 m, driven by a $259 m inventory build. Inventory now stands at $2.29 bn (+12%), with 2,539 homes under construction. Debt rose to $1.14 bn after drawing $115 m on the revolver; net debt-to-cap climbs to ~46%. The revolver capacity was upsized to $365 m and liquidity (cash + undrawn revolver) totals ≈$292 m.

Capital allocation: A new $100 m buyback plan replaced the prior $50 m authorization. BZH repurchased 1.5 m shares for $33.1 m YTD (avg. $22.20), leaving $87.5 m available.

Segment trends: West remained the largest contributor (60% of Q3 sales) but suffered a 28% YoY revenue drop and took most of the impairments. East grew 21% to $149 m and was the only region to expand operating profit, while Southeast swung to a loss.

Management highlighted macro headwinds—elevated mortgage rates, inflation and supply-chain costs—as key risks in the forward-looking section.

Positive

• East segment revenue rose 21% YoY, delivering higher operating profit amid broader slowdown.
• Revolver capacity increased to $365 m, boosting total liquidity to ≈$292 m.
• New $100 m share-repurchase authorization with $87.5 m still available.
• Deferred tax assets fully realizable; Q3 recorded a $2.2 m tax benefit.

Negative

• Quarterly net loss of $0.01 per share versus $0.88 EPS in prior year.
• Gross margin fell 400 bps to 13.3% on higher incentives and $10.3 m impairments.
• Operating cash flow -$218 m driven by a $259 m inventory build; cash balance down 59%.
• Net debt increased $118 m, pushing leverage higher amid rising interest costs.
• Southeast segment swung to operating loss; West faced significant write-downs.

Insights

Equity Research Analyst

TL;DR – Margin collapse and cash burn overshadow modest revenue gains; credit metrics weakening.

Q3 marks BZH’s first quarterly loss since FY20. Gross margin compressed 400 bps as impairments and stronger incentives eroded pricing power, especially in the West. Coupled with fixed-cost deleverage, operating margin swung to -0.7%. The 12% inventory build—largely spec—suggests management is betting on demand stabilization, but risks further write-downs if rates stay high. Liquidity remains adequate after the revolver upsizing, yet net debt/eq. rose to ~0.94 and interest coverage dipped below 1× for the quarter. Share buybacks look opportunistic but consume scarce cash. Investors will focus on whether backlog trends (not disclosed) support a rebound and on management’s ability to trim costs and monetize lots to restore free cash flow.

Homebuilding Industry Specialist

TL;DR – Regional bifurcation: East resilient, West & Southeast under pressure; land strategy being reassessed.

The East region benefited from stronger mid-Atlantic demand and limited impairments, but the West saw heavy markdowns on Phoenix land and slowing California absorption. Management’s pivot—selling 38 Phoenix lots and tightening spec starts—indicates discipline, yet a 1,376-unit spec pipeline still exposes the firm to price cuts. New accounting rules on segment expense disclosure (ASU 2023-07) loom next year, likely expanding transparency around regional cost structures. Long-term fundamentals (chronic housing shortage, aging housing stock) remain favorable, but near-term earnings volatility is high.

As filed with the Securities and Exchange Commission on July 31, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

STAGWELL INC.

(Exact name of registrant as specified in its charter)

Delaware	86-1390679
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One World Trade Center, Floor 65, New York, NY	10007
(Address of Principal Executive Offices)	(Zip Code)

STAGWELL INC.

THIRD AMENDED AND RESTATED 2016 STOCK INCENTIVE PLAN

(Full title of the plan)

Peter McElligott

General Counsel

Stagwell Inc.

One World Trade Center, Floor 65

New York, NY 10007

(Name and address of agent for service)

(646) 412-6857

(Telephone number, including area code, of agent for service)

Copies to:

Andrea M. Basham, Esq.

Taryn C. Zucker, Esq.

Freshfields US LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

(212) 277-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller Reporting Company	¨
		Emerging Growth Company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

Stagwell Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 20,000,000 shares (the “Shares”) of Class A common stock, par value $0.001 per share, of the Company (the “Common Stock”), underlying awards that may be granted pursuant to the Stagwell Inc. Third Amended and Restated 2016 Stock Incentive Plan (the “Plan”).

In accordance with Section E of the General Instructions to Form S-8, the contents of the registration statements on Form S-8 previously filed by Registrant with the Securities and Exchange Commission (the “Commission”) on June 27, 2016 (File No. 333-212261), August 17, 2018 (File No. 333-226895), June 14, 2022 (File No. 333-265600) and April 30, 2025 (File No. 333-286864) are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such previously-filed registration statements are modified as set forth in this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is not filed as part of this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which previously have been filed by the Registrant with the Commission, are incorporated herein by reference and made a part hereof:

(i) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), filed by the Registrant with the Commission on March 11, 2025;

(ii) The information specifically incorporated by reference into the Annual Report from the Registrant’s definitive proxy statement on Schedule 14A, filed by the Registrant with the Commission on April 25, 2025;

(iii) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025, filed by the Registrant with the Commission on May 8, 2025 and July 31, 2025, respectively;

(iv) The Registrant’s Current Reports on Form 8-K, filed by the Registrant with the Commission on April 2, 2025 (solely with respect to Item 8.01 therein), April 24, 2025, May 6, 2025, June 17, 2025 and July 8, 2025 (solely with respect to Item 5.02 thereof); and

(v) The description of the Registrant’s capital stock contained in the Registrant’s Current Report on Form 8-K12B, filed by the Registrant with the Commission on July 30, 2021, as updated by Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed by the Registrant with the Commission on March 11, 2024, together with any amendment or report filed for the purpose of updating such description.

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereunder have been sold or that deregisters all securities remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not required to be filed with this Registration Statement in accordance with Section E of the General Instructions to Form S-8.

Item 5. Interests of Named Experts and Counsel.

Not required to be filed with this Registration Statement in accordance with Section E of the General Instructions to Form S-8.

Item 6. Indemnification of Directors and Officers.

Not required to be filed with this Registration Statement in accordance with Section E of the General Instructions to Form S-8.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.		Description		Method of Filing
4.1		Second Amended and Restated Certificate of Incorporation, as amended.		Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-Q filed on May 9, 2023.
4.2		Amended and Restated Bylaws of Stagwell Inc.		Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on August 2, 2021.
4.3		Stagwell Inc. Third Amended and Restated 2016 Stock Incentive Plan.		Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2025.
5.1		Opinion of Freshfields US LLP as to the legality of the Shares registered hereunder.		Filed herewith.
23.1		Consent of Freshfields US LLP.		Included in Exhibit 5.1.
23.2		Consent of PricewaterhouseCoopers LLP, independent auditors.		Filed herewith.
23.3		Consent of Deloitte & Touche LLP, independent auditors.		Filed herewith.
24.1		Power of Attorney.		Included on the signature page to this Registration Statement.
107		Filing Fee Table.		Filed herewith.

Item 9. Undertakings.

Not required to be filed with this Registration Statement in accordance with Section E of the General Instructions to Form S-8.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 31st day of July, 2025.

	STAGWELL INC.
	By:	/s/ Ryan Greene
		Name:	Ryan Greene
		Title:	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Ryan Greene and Edmund Graff with full power to act as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing) to sign any and all amendments (including post-effective amendments thereto) to this Registration Statement to which this power of attorney is attached, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Ryan Greene		Chief Financial Officer (Principal Financial Officer)		July 31, 2025
Ryan Greene
/s/ Vincenzo DiMaggio		Chief Accounting Officer (Principal Accounting Officer)		July 31, 2025
Vincenzo DiMaggio
/s/ Mark Penn		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		July 31, 2025
Mark Penn
/s/ Charlene Barshefsky		Director		July 31, 2025
Ambassador Charlene Barshefsky
/s/ Bradley Gross		Director		July 31, 2025
Bradley Gross
/s/ Wade Oosterman		Director		July 31, 2025
Wade Oosterman

/s/ Desirée Rogers		Director		July 31, 2025
Desirée Rogers
/s/ Eli Samaha		Director		July 31, 2025
Eli Samaha
/s/ Irwin D. Simon		Director		July 31, 2025
Irwin D. Simon
/s/ Rodney Slater		Director		July 31, 2025
Secretary Rodney Slater
/s/ Brandt Vaughan		Director		July 31, 2025
Brandt Vaughan

FAQ

How did Beazer Homes (BZH) perform financially in Q3 FY25?

Revenue declined 8.4% to $545 m and the company reported a loss per share of $0.01 versus $0.88 EPS last year.

What caused the margin decline at BZH?

Higher sales incentives, $10.3 m of inventory impairments and increased overhead reduced the gross margin to 13.3% from 17.3%.

How much cash and debt does Beazer Homes have?

As of 6/30/25, cash & equivalents were $82.9 m; total debt was $1.14 bn, including $115 m drawn on the revolver.

What is the status of BZH’s share repurchase program?

A new $100 m authorization was approved in April 2025; $33.1 m has been used, leaving $87.5 m.

Which segments drove impairment charges?

Impairments were concentrated in the West ($2.2 m) and Southeast ($5.4 m) projects plus $1.0 m corporate capitalized interest.

Has liquidity changed since last year?

Yes. Cash fell $121 m, but revolver capacity rose to $365 m, giving total liquidity of about $292 m.