STGW / Stagwell Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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

As filed with the Securities and Exchange Commission on July 31, 2025 Registration No.

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 Q2 YoY Revenue Growth of 5%, Q2 YoY Net Revenue Growth of 8% Q2 YoY Net Revenue Growth excluding Advocacy of 10%, Digital Transformation

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 Q2 YoY Revenue Growth of 5%, Q2 YoY Net Revenue Growth of 8% Q2 YoY Net Revenue Growth excluding Advocacy of 10%, Digital Transformation Net Revenue ex. Advocacy Growth of 12% Q2 Net Loss Attributable to Stagwell Inc. Common Shareholders of $5 million; Q2 Adjusted EBITDA of $93 million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 Sta

Second Quarter 2025 EARNINGS PRESENTATION July 31 | 2025 This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange

Second Quarter 2025 EARNINGS PRESENTATION July 31 | 2025 This document contains forward-looking statements.

Filing Fee Table.

Calculation of Filing Fee Tables S-8 Stagwell Inc Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A Common Stock, par value of $0.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — July 31, 2025 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employe

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Stagwell (STGW) Advances Executive Team with Four Key Appointments

Exhibit 99.1 Stagwell (STGW) Advances Executive Team with Four Key Appointments NEW YORK, July 8, 2025 – Stagwell (NASDAQ: STGW), the challenger network built to transform marketing, today announced the appointments of Ryan Greene as Chief Financial Officer, Frank Lanuto as EVP, Finance, Jason Reid as Chief Strategy Officer and Niels Laurberg as Chief Investment Officer. "These moves strategically

Amendment No. 2, dated as of July 2, 2025, to Employment Agreement, by and between the Company and Frank Lanuto.

Exhibit 10.2 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT Amendment No. 2 dated as of July 2, 2025 and effective as of July 1, 2025 (this "Amendment No. 2") to the EMPLOYMENT AGREEMENT dated as of May 6, 2019 (the "Employment Agreement"), as amended September 8, 2021, by and between Stagwell Inc. (the “Company”) and Frank Lanuto (the "Executive"). Unless otherwise defined herein, capitalized terms used

Amendment No. 1, dated as of July 2, 2025, to Employment Agreement, by between the Company and Ryan Greene.

Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Amendment No. 1 dated as of July 2, 2025, and effective as of July 1, 2025 (this "Amendment No. 1") to the EMPLOYMENT AGREEMENT dated as of September 12, 2021 (the "Employment Agreement"), by and between Stagwell Inc. (the “Company”) and Ryan Greene (the "Executive"). Unless otherwise defined herein, capitalized terms used herein shall have the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Number

Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2025.

Exhibit 10.1 STAGWELL INC. THIRD AMENDED AND RESTATED 2016 STOCK INCENTIVE PLAN 1. Purpose of the Plan. This Stagwell Inc. Third Amended and Restated 2016 Stock Incentive Plan is intended to promote the interests of the Company and its shareholders by providing the employees and consultants of the Company and eligible non-employee directors of the Company, who are largely responsible for the manag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 St

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — May 8, 2025 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employer

First Quarter 2025 EARNINGS PRESENTATION May 8 | 2025 This document contains forward-looking statements within the meaning of Section 27A of the Securities Ac t of 1933, as amended (the “Securities Ac t”) , and Section 21E of the Securities Exchange

First Quarter 2025 EARNINGS PRESENTATION May 8 | 2025 This document contains forward-looking statements within the meaning of Section 27A of the Securities Ac t of 1933, as amended (the “Securities Ac t”) , and Section 21E of the Securities Exchange Ac t of 1934, as amended (the “Exchange Ac t”).

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 Q1 YoY Revenue Decline of 3%, Q1 YoY Net Revenue Growth of 6% Q1 YoY Net Revenue Growth excluding Advocacy of 9%, Digital Transformation Net Re

` FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 Q1 YoY Revenue Decline of 3%, Q1 YoY Net Revenue Growth of 6% Q1 YoY Net Revenue Growth excluding Advocacy of 9%, Digital Transformation Net Revenue ex. Advocacy Growth of 15% Q1 Net Loss Attributable to Stagwell Inc. Common Shareholders of $3 million; Q1 Adjusted EBITDA of $81 million; Adj

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Stagwell Inc. (Exact name of Registrant as Specified in its Charter) Type 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value

As filed with the Securities and Exchange Commission on April 30, 2025

As filed with the Securities and Exchange Commission on April 30, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ☒ Filed by a Party other than the Registrant: ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6

Second Amended and Restated Credit Agreement, dated as of April 23, 2025, by and among Stagwell Marketing Group LLC, Stagwell Global LLC, Maxxcom LLC, as the Borrowers, the other Loan Parties party thereto, the Lenders party thereto, the Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

  Exhibit 10.1   EXECUTION VERSION       SECOND AMENDED AND RESTATED CREDIT AGREEMENT   dated as of   April 23, 2025,   among   STAGWELL MARKETING GROUP LLC, STAGWELL GLOBAL LLC, and MAXXCOM LLC, as Borrowers,   The other parties from time to time party hereto as Borrowers,   The other Loan Parties from time to time party hereto,   The Lenders Party Hereto   and   JPMORGAN CHASE BANK, N.A., as Adm

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Stagwell (STGW) Will Host 2025 Virtual Investor Day and Announce $5 Billion Revenue Target by End of FY29

Exhibit 99.1 Stagwell (STGW) Will Host 2025 Virtual Investor Day and Announce $5 Billion Revenue Target by End of FY29 NEW YORK, April 2, 2025 – Today, Stagwell (NASDAQ: STGW), the challenger network built to transform marketing, will host its 2025 Investor Day virtually during which executives will outline the company's vision and strategic priorities for its next phase of growth. In conjunction

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2025 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 Stagwell Inc. (Exact name

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant Jurisdiction of Entity Organization 72 Consulting LLC Delaware 72andSunny NL B.

Adopted November 1, 2023.

Exhibit 19 STAGWELL Insider Trading Policy As a public company, we must be careful about how we treat information that we have access to, especially when it may impact transactions in the securities of Stagwell Inc.

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2024 Q4 YoY Revenue Growth of 20%, With 22% Growth in Digital Transformation Q4 YoY Net Revenue Growth of 14%, Organic Net Revenue Gro

` FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2024 Q4 YoY Revenue Growth of 20%, With 22% Growth in Digital Transformation Q4 YoY Net Revenue Growth of 14%, Organic Net Revenue Growth of 10%, Digital Transformation Net Revenue Growth of 15% Q4 Net Income Attributable to Stagwell Inc. Common Shareholders of $3 million Q4 Adjust

Fourth Quarter and Full Year 2024 EARNINGS PRESENTATION February 27 | 2025 This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the S

a4q24earningspresentatio Fourth Quarter and Full Year 2024 EARNINGS PRESENTATION February 27 | 2025 This document contains forward-looking statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — February 27, 2025 Stagwell Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — February 27, 2025 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Emp

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2024 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Third Quarter 2024 EARNINGS PRESENTATION November 7 | 2024 This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchan

Third Quarter 2024 EARNINGS PRESENTATION November 7 | 2024 This document contains forward-looking statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-1371

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 Q3 YoY Revenue Growth of 15%, With 25% Growth in Digital Transformation Q3 YoY Net Revenue Growth of 8%, Organic Net Revenue Growt

` FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 Q3 YoY Revenue Growth of 15%, With 25% Growth in Digital Transformation Q3 YoY Net Revenue Growth of 8%, Organic Net Revenue Growth of 8%, Digital Transformation Net Revenue Growth of 18% Q3 Net Income Attributable to Stagwell Inc. Common Shareholders of $3 million Q3 Adjusted

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — November 7, 2024 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

STGW / Stagwell Inc. / HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 hotchkiswiley-stgw123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Stagwell Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 85256A109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 STAGWELL INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Second Quarter 2024 EARNINGS PRESENTATION August 1 | 2024 This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchang

Second Quarter 2024 EARNINGS PRESENTATION August 1 | 2024 This document contains forward-looking statements.

STAGWELL INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Exhibit 10.1 STAGWELL INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee directors of Stagwell Inc., a Delaware corporation (the “Company”), shall receive the compensation set forth below for their service as a member of the Board of Directors (the “Board”) of the Company. This policy supersedes all prior policies or provisions of any equity plans concerning compensation of the Company’s

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 Revenue Growth of 6%, Led by 42% Growth in Advocacy Net Loss Attributable to Stagwell Inc. Common Shareholders of $3 million Adjusted EB

` FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 Revenue Growth of 6%, Led by 42% Growth in Advocacy Net Loss Attributable to Stagwell Inc. Common Shareholders of $3 million Adjusted EBITDA of $86 million; Adjusted EBITDA Margin of 16% EPS of $(0.03); Adjusted EPS of $0.14 Announces Record Net New Business Led by Largest New Busine

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — August 1, 2024 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2024 STAGWELL INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2024 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Number

STGW / Stagwell Inc. / GOLDMAN SACHS GROUP INC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* STAGWELL INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 552697104 (CUSIP Number) Hristo Dimitrov Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 (212) 902-1000 (Name, Address and Telephone Number of Perso

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 13, 2024 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employer

POWER OF ATTORNEY

EX-99.9 2 d117595dex999.htm EX-99.9 Exhibit 99.9 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Jamison Yardley, Crystal Orgill, Chad Christensen, and Carson Williams, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether t

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 12, 2024 Stagwell Inc. (Exact name of registrant as specified in its charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 St

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 Revenue Growth of 8%, Led by 13% Growth from Performance Media & Data Net Loss Attributable to Stagwell Inc. Common Shareholders of $1.3 millio

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 Revenue Growth of 8%, Led by 13% Growth from Performance Media & Data Net Loss Attributable to Stagwell Inc. Common Shareholders of $1.3 million Adjusted EBITDA of $90 million, An Increase of 25% Year-Over-Year Adjusted EBITDA Margin of 17%, An Increase of 320 Basis Points Year-Over-Year EPS

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — May 1, 2024 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employer

First Quarter 2024 EARNINGS PRESENTATION MAY 1 | 2024 This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Ac

First Quarter 2024 EARNINGS PRESENTATION MAY 1 | 2024 This document contains forward-looking statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ☒ Filed by a Party other than the Registrant: ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential,For Use of the Commission Only (as Permitted by Rule 14a-6(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 STAGWELL INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Number

STAGWELL INC. EXECUTIVE COMPENSATION CLAWBACK POLICY

Exhibit 97 STAGWELL INC. EXECUTIVE COMPENSATION CLAWBACK POLICY 1.Purpose. The purpose of this Policy is to set forth the circumstances under which Executive Officers of the Company will be required to repay or return certain Excess Awarded Compensation to members of the Company Group. The Board of Directors of the Company Company has adopted this Policy in accordance with the Clawback Rule and th

FINANCIAL PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT [2024][Year] [Name] (“Grantee”)

Exhibit 10.15.1 FINANCIAL PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT [2024][Year] [Name] (“Grantee”) THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”) is made as of [Date] (the “Grant Date”), between Stagwell Inc., a Delaware corporation (the “Company”), and Grantee. WHEREAS, the Company has adopted the 2016 Stock Incentive Plan (as amended, the “Plan”) for the purpose of p

DESCRIPTION OF Securities registered pursuant to section 12 of the securities exchange act of 1934

Exhibit 4.3 DESCRIPTION OF Securities registered pursuant to section 12 of the securities exchange act of 1934 As of December 31, 2023, Stagwell Inc. (the “Company,” “we,” “us” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, its Class A common stock, par value $0.001 per share. The following description of our capital stock is

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant Entity Jurisdiction of Organizationtic Jurisdicti 72 Consulting LLC Delaware 72andFootball LLC Louisiana 72andSunny NL B.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 Stagwell Inc. (Exact name

STAGWELL INC. FORM OF TIME-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT

Exhibit 10.15.2 STAGWELL INC. FORM OF TIME-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT Stagwell Inc., a Delaware corporation (the “Company”) has granted to the Recipient (the “Grantee”) named in the Notice of Grant (the “Grant Notice”) attached to this Restricted Stock Unit Grant Agreement (the “Agreement”) the Restricted Stock Unit Award, as defined below. The Restricted Stock Unit Award has been

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 STAGWELL INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — February 27, 2024 Stagwell Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — February 27, 2024 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Emp

Fourth Quarter and Full Year 2023 EARNINGS PRESENTATION FEBRUARY 27 | 2024 This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the S

Fourth Quarter and Full Year 2023 EARNINGS PRESENTATION FEBRUARY 27 | 2024 This document contains forward-looking statements.

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2023 Expects 2024 Organic Net Revenue Growth of 5% to 7%; Adjusted EBITDA of $400 million to $450 million; Free Cash Flow Conversion o

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2023 Expects 2024 Organic Net Revenue Growth of 5% to 7%; Adjusted EBITDA of $400 million to $450 million; Free Cash Flow Conversion of ~50% Net Revenue Growth of 31% from Stagwell Marketing Cloud Group in FY23 Growth of 13% in International Net Revenue in FY23, Led by 17% Growth in

US85256A1097 / STAGWELL INC / HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

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VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Aamira Chaudhry, Stephen Kim February 8, 2024 RE: Stagwell Inc. Form 10-K for Fiscal Year Ended December 31, 2022 File No. 001-13718 Dear Ms. Chaudhry and Mr. Kim: On behalf of Stagwell Inc. (the “Company” or “we”), I submit this letter in res

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VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Aamira Chaudhry, Stephen Kim January 18, 2024 RE: Stagwell Inc. Form 10-K for Fiscal Year Ended December 31, 2022 File No. 001-13718 Dear Ms. Chaudhry and Mr. Kim: On behalf of Stagwell Inc. (the “Company” or “we”), I submit this letter in res

VIA EDGAR

VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Aamira Chaudhry, Stephen Kim January 2, 2024 RE: Stagwell Inc. Form 10-K for Fiscal Year Ended December 31, 2022 File No. 001-13718 Dear Ms. Chaudhry and Mr. Kim: Reference is made to the letter dated December 19, 2023 from the Staff of the Di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 STAGWELL INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Nu

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 Stagwell Sees Strong Growth in Stagwell Marketing Cloud Group and Performance Media Capabilities; International Revenue Growth of

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 Stagwell Sees Strong Growth in Stagwell Marketing Cloud Group and Performance Media Capabilities; International Revenue Growth of 24% in Q3 Posted $81 million of net new business in Q3; LTM net new business exceeds $250 million Completed sale of non-core ConcentricLife for $245 m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-1371

Third Quarter 2023 EARNINGS PRESENTATION NOVEMBER 2 | 2023 This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchan

Third Quarter 2023 EARNINGS PRESENTATION NOVEMBER 2 | 2023 This document contains forward-looking statements.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — November 2, 2023 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — August 8, 2023 Stagwell Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — August 8, 2023 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employ

Second Quarter 2023 EARNINGS PRESENTATION AUGUST 8 | 2023 This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchang

Second Quarter 2023 EARNINGS PRESENTATION AUGUST 8 | 2023 This document contains forward-looking statements.

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 Revenue of $632 million Net revenue of $539 million Q2 net new business of $75 million, bringing LTM net new business to record $256 mil

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 Revenue of $632 million Net revenue of $539 million Q2 net new business of $75 million, bringing LTM net new business to record $256 million International revenue grew 9% led by particularly strong growth in Asia-Pacific of 17% Adjusts full-year outlook New York, NY, August 8, 2023 (NA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 Sta

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 14, 2023 Stagwell Inc. (Exact name of registrant as specified in its charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

STGW / Stagwell Inc - Class A / AlpInvest Partners B.V. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Stagwell Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 552697104 (CUSIP Number) Michael Thorne, Esq. AlpInvest US Holdings, LLC One Vanderbilt Ave, Suite 3400 New York, N.Y. 10171 Telephone

STGW / Stagwell Inc - Class A / GOLDMAN SACHS GROUP INC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* STAGWELL INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 552697104 (CUSIP Number) David S. Thomas, Esq. Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 (212) 902-1000 (Name, Address and Telephone Number of Person Au

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 23, 2023 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employer

AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAGWELL MEDIA LP May 10, 2023

Exhibit B AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAGWELL MEDIA LP May 10, 2023 THIS AMENDMENT NO. 5 (this “Amendment”) TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as amended, the “Agreement”) of Stagwell Media LP (the “Partnership”), dated as of August 13, 2018 (the “Closing Date”) among The Stagwell Group LLC (in its capacity as general part

US85256A1097 / STAGWELL INC / Stagwell Agency Holdings LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

CLASS B SHARE DISTRIBUTION AGREEMENT

Exhibit A EXECUTION VERSION CLASS B SHARE DISTRIBUTION AGREEMENT THIS CLASS B SHARE DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of May 8, 2023, by and among Stagwell Media LP, a Delaware limited partnership (the “Partnership”) and the Limited Partners listed on Schedule 1 (the “Class B Partners”).

Joint Filing Agreement

EX-99.1 2 d485519dex991.htm EX-99.1 Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Class A Common Stock, par value $0.001 per share of Stagwell Inc. and further agree

STGW / Stagwell Inc - Class A / AlpInvest Partners B.V. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Stagwell Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 552697104 (CUSIP Number) Michael Thorne, Esq. AlpInvest US Holdings, LLC One Vanderbilt Ave, Suite 3400 New York, N.Y. 10171 Telephone: (

STOCK REPURCHASE AGREEMENT

EX-99.2 Exhibit 99.2 EXECUTION VERSION STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT is made as of the 9th day of May 2023 (this “Agreement”) by and between each of the entities listed on Schedule I hereto (each, a “Seller” and collectively, the “Sellers”) and Stagwell Inc., a Delaware corporation (the “Corporation”). The Sellers and the Corporation are sometimes referred to in this A

First Quarter 2023 EARNINGS PRESENTATION MAY 9 | 2023 This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Ac

stagwell1q23earningspres First Quarter 2023 EARNINGS PRESENTATION MAY 9 | 2023 This document contains forward-looking statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 STAGWELL INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 STAGWELL INC. (Exact name of registrant as specified in its charter) Delaware 001-13718 86-1390679 (State or other jurisdiction of incorporation) (Commission File Number)

AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 2, 2021, as amended by Amendment No. 1, dated as of December 20, 2021, as amended by Amendment No. 2, dated as of April 28, 2022, as amended by Amendment No. 3, dated as of December 14, 2022, a

Exhibit 10.3 AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 2, 2021, as amended by Amendment No. 1, dated as of December 20, 2021, as amended by Amendment No. 2, dated as of April 28, 2022, as amended by Amendment No. 3, dated as of December 14, 2022, as amended by Amendment No. 4, dated as of May 4, 2023 among STAGWELL MARKETING GROUP LLC, STAGWELL GLOBAL LLC (f/k/a MIDAS OPCO HOLDINGS

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2023 Revenue of $622 Million Adjusted EBITDA of $72 million First Quarter Results in line with Management Expectations Reaffirms 2023 Full Year Guid

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2023 Revenue of $622 Million Adjusted EBITDA of $72 million First Quarter Results in line with Management Expectations Reaffirms 2023 Full Year Guidance Announces Share Repurchase Agreement for over 23.3 million Class A Shares in Stagwell Inc. Aggregate Class A and Class C Shares reduced 8% to 267

Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-Q filed on May 9, 2023.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STAGWELL INC. August 2, 2021 Article I The name of the corporation (hereinafter called the “Corporation”) is Stagwell Inc. Article II Section 1.The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — May 9, 2023 Stagwell Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — May 9, 2023 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 St

Stock Repurchase Agreement, dated May 9, 2023, between Stagwell, Inc. and the entities listed on Schedule I thereto.

Exhibit 10.1 EXECUTION VERSION Stock RePURCHASE agreement THIS STOCK REPURCHASE AGREEMENT is made as of the 9th day of May 2023 (this “Agreement”) by and between each of the entities listed on Schedule I hereto (each, a “Seller” and collectively, the “Sellers”) and Stagwell Inc., a Delaware corporation (the “Corporation”). The Sellers and the Corporation are sometimes referred to in this Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ☒ Filed by a Party other than the Registrant: ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential,For Use of the Commission Only (as Permitted by Rule 14a-6(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: x Filed by a Party other than the Registrant: ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Definiti

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation.

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 STAGWELL INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 STAGWELL INC. (Exact name of registrant as specified in its charter) Delaware 001-13718 86-1390679 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement STAGWELL INC. (Name of Registrant as Specified I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 STAGWELL INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 STAGWELL INC. (Exact name of registrant as specified in its charter) Delaware 001-13718 86-1390679 (State or other jurisdiction of incorporation) (Commission File Numbe

Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated March 21, 2023.

Exhibit 16.1 Deloitte & Touche LLP 30 Rockefeller Plaza New York, NY 10112 USA Tel: +1 (212) 492-4000 Fax: +1 (212) 492-4000 www.deloitte.com March 21, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Stagwell Inc.'s Form 8-K dated March 21, 2023, and we agree with the statements made therein, with the exception of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement STAGWELL INC. (Name of Registrant as Specified I

STGW / Stagwell Inc - Class A / GOLDMAN SACHS GROUP INC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* STAGWELL INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 552697104 (CUSIP Number) David S. Thomas, Esq. Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 (212) 902-1000 (Name, Address and Telephone Number of Person Au

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 STAGWELL INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 STAGWELL INC. (Exact name of registrant as specified in its charter) Delaware 001-13718 86-1390679 (State or other jurisdiction of incorporation) (Commission File Numbe

Exhibit A – Underwriting Agreement, dated as of March 9, 2023, by and among the Issuer, Stagwell Global LLC, the Underwriters and the selling stockholders listed on Schedule I thereto (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023).

Exhibit 1.1 16,000,000 Shares Stagwell Inc. Class A Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT March 9, 2023 March 9, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Ladies and Gentlemen: The selling stockholders named in Schedule I hereto (the “Selling Stockholders”), severally and not jointly, pr

US85256A1097 / STAGWELL INC / Stagwell Agency Holdings LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

16,000,000 Shares Stagwell Inc. Class A common stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(7)  Registration No. 333-260202 PROSPECTUS SUPPLEMENT (To Prospectus dated October 22, 2021) 16,000,000 Shares Stagwell Inc. Class A common stock The selling stockholders of Stagwell Inc. identified in this prospectus supplement are offering 16,000,000 shares of our Class A common stock, par value $0.001 per share, pursuant to this prospectus supple

SUBJECT TO COMPLETION, DATED MARCH 8, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

As filed with the Securities and Exchange Commission on March 7, 2023

As filed with the Securities and Exchange Commission on March 7, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Stagwell Inc. (Exact name of Registrant as Specified in its Charter) Type 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value

Stagwell Inc. 2023 Employee Stock Purchase Plan.

Exhibit 4.3 STAGWELL INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Companies in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan consists of two compone

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT

Exhibit 10.3 AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT, dated as of December 14, 2022 (this “Amendment”), is among STAGWELL MARKETING GROUP LLC (“Stagwell Marketing”), STAGWELL GLOBAL LLC (“Stagwell Global”), MAXXCOM LLC (“Maxxcom”; togeth

STAGWELL, INC. STOCK APPRECIATION RIGHTS AGREEMENT

Exhibit 10.9.3 STAGWELL, INC. STOCK APPRECIATION RIGHTS AGREEMENT STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) by and between Stagwell Inc. (the “Company”) and Mark Penn (the “Participant”), dated as of March 1, 2023 (the “Date of Grant”). 1.Definitions. Capitalized terms which are not defined herein shall have the meaning set forth in the Company’s Second Amended and Restated 2016 Stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 Stagwell Inc. (Exact name

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant Entity Jurisdiction of Organization 72andSunny Midco LLC Delaware 72andSunny Partners, LLC Delaware 72andSunny NL B.

Fourth Quarter & Full Year 2022 EARNINGS PRESENTATION MARCH 2 | 2022 This document contains forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securit

stagwell4q22earningspres Fourth Quarter & Full Year 2022 EARNINGS PRESENTATION MARCH 2 | 2022 This document contains forward-looking statements.

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 FY22 Revenue rises to record $2.7B following sixth-consecutive quarter of double-digit growth; company doubles stock buyback progra

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 FY22 Revenue rises to record $2.7B following sixth-consecutive quarter of double-digit growth; company doubles stock buyback program to $250M •FY22 Pro Forma revenue growth of 21%; 16% in Q4 •FY22 Pro Forma organic net revenue growth of 14%; 8% in Q4 •Adjusted EBITDA of $451M in F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — March 2, 2023 Stagwell Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) — March 2, 2023 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2023 Stagwell Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2023 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-1371

FORM OF INDEMNIFICATION AGREEMENT

Exhibit 10.2 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?), dated as of [ ], 20[ ], is by and between Stagwell Inc., a Delaware corporation (the ?Company?) and [NAME OF DIRECTOR/OFFICER] (?Indemnitee?). WHEREAS, Indemnitee is [a director/an officer] of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims

Third Quarter 2022 EARNINGS PRESENTATION NOVEMBER 3 | 2022 This press release contains forward-looking statements. Statements in this press release that are not historical facts, including without limitation the information under the heading "Financi

Third Quarter 2022 EARNINGS PRESENTATION NOVEMBER 3 | 2022 This press release contains forward-looking statements.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) ? November 3, 2022 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

FOR IMMEDIATE ISSUE CONTACTS: For Investors: For Media: Michaela Pewarski Beth Sidhu (646) 429-1812 (202) 423-4414 [email protected] [email protected] STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE

FOR IMMEDIATE ISSUE CONTACTS: For Investors: For Media: Michaela Pewarski Beth Sidhu (646) 429-1812 (202) 423-4414 michaela.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 Sta

AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 2, 2021, as amended by Amendment No. 1, dated as of December 20, 2021, as amended by Amendment No. 2, dated as of April 28, 2022, STAGWELL MARKETING GROUP LLC, STAGWELL GLOBAL LLC (f/k/a MIDAS

EXECUTION COPY AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 2, 2021, as amended by Amendment No.

FOR IMMEDIATE ISSUE CONTACTS: For Investors: For Media: Michaela Pewarski Beth Sidhu (646) 429-1812 (202) 423-4414 [email protected] [email protected] STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUN

FOR IMMEDIATE ISSUE CONTACTS: For Investors: For Media: Michaela Pewarski Beth Sidhu (646) 429-1812 (202) 423-4414 IR@StagwellGlobal.

Second Quarter 2022 EARNINGS PRESENTATION AUGUST 4 | 2022 This presentation contains forward-looking statements. Statements in this presentation that are not historical facts, including without limitation the information under the heading "Financial

Second Quarter 2022 EARNINGS PRESENTATION AUGUST 4 | 2022 This presentation contains forward-looking statements.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) ? August 4, 2022 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employ

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 14, 2022 Stagwell Inc. (Exact name of registrant as specified in its charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-8 filed on June 14, 2022.

Exhibit 4.3 STAGWELL INC. SECOND AMENDED AND RESTATED 2016 STOCK INCENTIVE PLAN 1. Purpose of the Plan. This Stagwell Inc. Second Amended and Restated 2016 Stock Incentive Plan is intended to promote the interests of the Company and its shareholders by providing the employees and consultants of the Company and eligible non-employee directors of the Company, who are largely responsible for the mana

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) STAGWELL INC. (Exact name of Registrant as Specified in its Charter) Table I - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Class A Common Stock,

As filed with the Securities and Exchange Commission on June 14, 2022

As filed with the Securities and Exchange Commission on June 14, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 St

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) ? May 6, 2022 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employer

First Quarter 2022 EARNINGS PRESENTATION MAY 6 | 2022 This presentation contains forward-looking statements. Statements in this presentation that are not historical facts, including without limitation the information under the heading "Financial Outl

First Quarter 2022 EARNINGS PRESENTATION MAY 6 | 2022 This presentation contains forward-looking statements.

FOR IMMEDIATE ISSUE CONTACTS: For Investors: For Media: Michaela Pewarski Beth Sidhu (646) 429-1812 (202) 423-4414 [email protected] [email protected] STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2

FOR IMMEDIATE ISSUE CONTACTS: For Investors: For Media: Michaela Pewarski Beth Sidhu (646) 429-1812 (202) 423-4414 IR@StagwellGlobal.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ? Filed by a Party other than the Registrant: ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential,For Use of the Commission Only (as Permitted by Rule 14a-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: x Filed by a Party other than the Registrant: ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Definiti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 STAGWELL INC. (Exact name of registrant as specified in its charter) Delaware 001-13718 86-1390679 (State or other jurisdiction of incorporation) (Commission File Numbe

Second Amended and Restated Limited Liability Company Agreement of Stagwell Global LLC, dated March 23, 2022.

Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STAGWELL GLOBAL LLC DATED AS OF MARCH 23, 2022 THE LIMITED LIABILITY COMPANY INTERESTS IN STAGWELL GLOBAL LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND ARE BEING SOLD IN RELIANCE UPON

Stagwell’s (STGW) Board of Directors Authorizes $125 Million Stock Repurchase Program

Exhibit 99.1 Stagwell?s (STGW) Board of Directors Authorizes $125 Million Stock Repurchase Program NEW YORK, NEW YORK, MARCH 23, 2022 ? Stagwell (NASDAQ: STGW), the challenger network built to transform marketing, today announced its Board of Directors has authorized a stock repurchase program (the ?Repurchase Program?) under which it may repurchase up to $125.0 million of shares of its outstandin

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 STAGWELL INC. (Exact name of registrant as specified in its charter) Delaware 001-13718 86-1390679 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13718 Stagwel

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.3 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 17, 2021 (this ?Amendment?), is among STAGWELL MARKETING GROUP LLC (?Stagwell Marketing?), MIDAS OPCO HOLDINGS LLC (?MDC Partners?), MAXXCOM LLC (?Maxxcom?; together with Stagwell Marketing and MDC Partners, each individually, a ?Borrower? and co

STAGWELL, INC. AMENDED AND RESTATED STOCK APPRECIATION RIGHTS AGREEMENT

Exhibit 10.10.2 STAGWELL, INC. AMENDED AND RESTATED STOCK APPRECIATION RIGHTS AGREEMENT AMENDED AND RESTATED STOCK APPRECIATION RIGHTS AGREEMENT (the ?Agreement?) by and between Stagwell Inc. (the ?Company?) and Mark Penn (the ?Participant?), dated as of March 11, 2022. WITNESSETH: WHEREAS, the Company and the Participant entered into that certain Stock Appreciation Rights Agreement, dated as of D

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT MIDAS OPCO HOLDINGS LLC DATED AS OF August 2, 2021

Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MIDAS OPCO HOLDINGS LLC DATED AS OF August 2, 2021 THE LIMITED LIABILITY COMPANY INTERESTS IN MIDAS OPCO HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND ARE BEING SOLD IN RELIANCE UPON

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.10 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of March 11, 2022 (this ?Agreement?) by and between STAGWELL INC., a Delaware corporation (the ?Company?), and MARK PENN (the ?Executive?). WITNESSETH: WHEREAS, the Company and the Executive entered into that certain Amended and Restated Employment Agreement, dated as of Decembe

STAGWELL INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Exhibit 10.20 STAGWELL INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee directors of Stagwell Inc., a Delaware corporation (the ?Company?), shall receive the compensation set forth below for their service as a member of the Board of Directors (the ?Board?) of the Company. This policy supersedes all prior policies or provisions of any equity plans concerning compensation of the Company?s

DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.3 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Stagwell Inc. (the ?Company,? ?we,? ?us? and ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, its Class A common stock, par value $0.001 per share. The following description of our capital stock is

Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on March 17, 2022.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STAGWELL INC. August 2, 2021 Article I The name of the corporation (hereinafter called the ?Corporation?) is Stagwell Inc. Article II Section 1.The address of the Corporation?s registered office in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-13718

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-13718 (Check One) x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report o

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant Entity Jurisdiction of Organization 72andSunny Midco LLC Delaware 72andSunny Partners LLC New York 72andSunny Partners, LLC Delaware A-Alliance LLC Delaware Allegory LLC Delaware Anomaly Partners LA LLC Delaware Anomaly Partners LLC Delaware Code and Theory (SF) LLC, California Code and Theory LLC New York Code and Theory South America LLC Delaware Colle &

Fourth Quarter & Full Year 2021 EARNINGS PRESENTATION MARCH 8 | 2022 This presentation contains forward-looking statements. Statements in this presentation that are not historical facts, including without limitation the information under the heading

Fourth Quarter & Full Year 2021 EARNINGS PRESENTATION MARCH 8 | 2022 This presentation contains forward-looking statements.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) ? March 8, 2022 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Employe

FOR IMMEDIATE ISSUE CONTACTS: For Investors: For Media Michaela Pewarski Beth Sidhu (646) 429-1812 (202) 423-4414 [email protected] [email protected] STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND TWELVE MONTHS ENDED D

FOR IMMEDIATE ISSUE CONTACTS: For Investors: For Media Michaela Pewarski Beth Sidhu (646) 429-1812 (202) 423-4414 IR@StagwellGlobal.

STGW / Stagwell Inc. Class A / SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC/ DE - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Stagwell Inc. (Name of Issuer) COM (Title of Class of Securities) 552697104 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☑ Rule

STGW / Stagwell Inc. Class A / Stagwell Agency Holdings LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Stagwell (STGW) completes acquisition of Instrument, fast-growing digital transformation company Fully aligns leadership team with Stagwell’s digital growth strategy and supports future of agency as part of the network

Exhibit 99.1 Stagwell (STGW) completes acquisition of Instrument, fast-growing digital transformation company Fully aligns leadership team with Stagwell?s digital growth strategy and supports future of agency as part of the network New York, New York. January 6, 2022 ? Stagwell Inc. (NASDAQ: STGW) announced today it has acquired the remaining 49% of Instrument, a leading digital brand and experien

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Amended and Restated Employment Agreement, dated December 14, 2021, by and between the Company and Mark Penn.

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 14, 2021 (this ?Agreement?) by and between STAGWELL INC., a Delaware corporation (the ?Company?), and MARK PENN (the ?Executive?). WITNESSETH: WHEREAS, MDC Partners Inc., the predecessor to the Company, and the Executive entered into that certain Employment Agreement, dated as of M

Stock Appreciation Rights Agreement, dated December 14, 2021, by and between the Company and Mark Penn.

EX-10.2 3 tm2135779d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 STAGWELL, INC. STOCK APPRECIATION RIGHTS AGREEMENT STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) by and between Stagwell Inc. (the “Company”) and Mark Penn (the “Participant”), dated as of December 14, 2021 (the “Date of Grant”). 1. Definitions. Capitalized terms which are not defined herein shall have the meaning set forth in the C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2021 STAGWELL INC. (Exact name of registrant as specified in its charter) Delaware 001-13718 86-1390679 (State or other jurisdiction of incorporation) (Commission File Nu

STGW / Stagwell Inc. Class A / GOLDMAN SACHS GROUP INC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Stagwell Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 552697104 (CUSIP Number) David S. Thomas, Esq. Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 (212) 902-1000 (Name, Address and Telephone Number of Person Au

US85256A1097 / STAGWELL INC / Indaba Capital Management, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Stagwell Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class Securities) 85256A109 (CUSIP Number) October 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-1371

SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE

Exhibit 10.15 SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE This SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE (this ?Agreement?) is made and entered into on the first date set forth on the signature page hereto (the ?Execution Date?), by and between David Ross (?Executive?) and Midas OpCo Holdings LLC (as successor-in-interest to MDC Partners Inc.) (?MDC? or the ?Company? and, together with E

FINANCIAL PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT (2021)

Exhibit 10.14 FINANCIAL PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT (2021) THIS AGREEMENT is made as of October 15, 2021 (the ?Grant Date?), between Stagwell Inc., a Delaware corporation (the ?Corporation?), and [ ] (the ?Grantee?). WHEREAS, the Corporation has adopted the 2016 Stock Incentive Plan (as amended, the ?Plan?) for the purpose of providing employees of the Corporation and eligible non

Management Presentation Stagwell Inc. Third Quarter 2021 Results November 3, 2021 1 This presentation contains forward-looking statements. Statements in this presentation that are not historical facts, including without limitation the information und

Management Presentation Stagwell Inc. Third Quarter 2021 Results November 3, 2021 1 This presentation contains forward-looking statements. Statements in this presentation that are not historical facts, including without limitation the information under the heading "Financial Outlook" and statements about the Company?s beliefs and expectations, earnings (loss) guidance, recent business and economic

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) ? November 3, 2021 Stagwell Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13718 86-1390679 (Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

FOR IMMEDIATE ISSUE STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 Third Quarter GAAP Revenue growth of 104.6% Third Quarter Pro Forma Organic Net Revenue growth of 22.8%, 27.9% excluding Advocacy

EX-99.1 2 mdc20210930pr.htm EX-99.1 FOR IMMEDIATE ISSUE FOR: Stagwell Inc. CONTACT: Michaela Pewarski One World Trade Center, Floor 65 Stagwell Inc. New York, NY 10007 (646) 429-1812 [email protected] STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 Third Quarter GAAP Revenue growth of 104.6% Third Quarter Pro Forma Organic Net Revenue growth

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Num

Stagwell Inc. One World Trade Center, Floor 65 New York, NY 10007

Stagwell Inc. One World Trade Center, Floor 65 New York, NY 10007 October 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jennifer L?pez Re: Stagwell Inc. Registration Statement on Form S-3 (File No. 333-260202) REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentlemen: Pursuant to Rule 461 under the Se

Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 2021 (In thousands)

EX-99.3 5 tm2129682d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial Information Introduction On August 2, 2021, Stagwell Inc. (the “Company”) consummated the previously announced combination of MDC Partners Inc. (“MDC”) and certain subsidiaries of Stagwell Media LP (“Stagwell Media”) pursuant to that certain Transaction Agreement, dated as of December 21, 202

The accompanying notes are an integral part of these condensed consolidated financial statements.

Exhibit 99.1 Stagwell Marketing Group LLC and Subsidiaries Condensed Consolidated Financial Statements As of June 30, 2021 (unaudited) and December 31, 2020 and for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited) Stagwell Marketing Group LLC and Subsidiaries Condensed Consolidated Balance Sheets (in thousands) June 30, 2021 (Unaudited) December 31, 2020 ASSETS Current assets: Cas

As filed with the Securities and Exchange Commission on October 12, 2021

As filed with the Securities and Exchange Commission on October 12, 2021 Registration No.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (C

As filed with the Securities and Exchange Commission on October 12, 2021

POS AM 1 tm2129682d3posam.htm POS AM As filed with the Securities and Exchange Commission on October 12, 2021 Registration No. 333-222101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STAGWELL INC. (Exact name of registrant as specified in its charter) Delaware 86-1390679 (S

STGW / Stagwell Inc. Class A / Stagwell Agency Holdings LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File N

Certificate of Amendment to the Amended and Restated Certificate of Designation of Series 6 Convertible Preferred Stock of Stagwell Inc., dated September 23, 2021.

EX-3.1 2 tm2128282d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO DESIGNATION OF SERIES 6 CONVERTIBLE PREFERRED STOCK OF STAGWELL INC. Stagwell Inc., a corporation organized under and existing under the laws of the State of Delaware (the “Corporation”), certifies as of this 23rd day of September, 2021 that: FIRST: The name of the Corporation is Stagwell Inc. The Corporation was ori

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File N

Certificate of Amendment to the Certificate of Designation of Series 8 Convertible Preferred Stock of Stagwell Inc., dated September 23, 2021.

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO DESIGNATION OF SERIES 8 CONVERTIBLE PREFERRED STOCK OF STAGWELL INC. Stagwell Inc., a corporation organized under and existing under the laws of the State of Delaware (the ?Corporation?), certifies as of this 23rd day of September, 2021 that: FIRST: The name of the Corporation is Stagwell Inc. The Corporation was originally incorporated under the name ?MDC S

STAGWELL (NASDAQ: STGW) ANNOUNCES CONVERSION OF SERIES 6 AND SERIES 8 PREFERRED STOCK

EX-99.1 4 tm2128282d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR: Stagwell Inc. CONTACT: Michaela Pewarski One World Trade Center, Fl. 65 Stagwell Inc. New York, NY 10007 646-429-1812 [email protected] STAGWELL (NASDAQ: STGW) ANNOUNCES CONVERSION OF SERIES 6 AND SERIES 8 PREFERRED STOCK NEW YORK, NY September 23, 2021 – Stagwell Inc. (Nasdaq: STGW) today announced the Company elected to convert a

INVESTOR PRESENTATION SEPTEMBER | 2021

Exhibit 99.1 INVESTOR PRESENTATION SEPTEMBER | 2021 Cautionary Statement Regarding Forward - Looking Statements This presentation contains forward - looking statements. Statements in this presentation that are not historical facts, including without limitatio n the information under the heading "Financial Outlook" and statements about the Company?s beliefs and expectations, earnings (loss) guidanc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (C

Employment Agreement, dated as of September 12, 2021, by and between the Company and Ryan Greene.

Exhibit 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of 9/12/21 by and between STAGWELL INC., and its affiliates (the ?Company?), and RYAN GREENE (the ?Executive?). W I T N E S S E T H: WHEREAS, the Company wishes to employ the Executive, and the Executive wishes to accept such employment, upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consid

Employment Agreement, dated as of September 12, 2021, by and between the Company and Jay Leveton.

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of 9/12/21 by and between STAGWELL INC., and its affiliates (the ?Company?), and JAY LEVETON (the ?Executive?). W I T N E S S E T H: WHEREAS, the Company wishes to employ the Executive, and the Executive wishes to accept such employment, upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consid

Employment Agreement Amendment, dated as of September 8, 2021, by and between the Company and Frank Lanuto.

Exhibit 10.2 Employment Agreement Amendment EMPLOYMENT AGREEMENT AMENDMENT dated as of September 8, 2021 (this ?Employment Agreement Amendment?), by and between STAGWELL INC., and its affiliates (the ?Company?), and FRANK LANUTO (the ?Executive?). W I T N E S S E T H: WHEREAS, MDC Partners Inc., the predecessor to the Company, and the Executive entered into that certain Employment Agreement, dated

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Employment Agreement Amendment, dated as of September 8, 2021, by and between the Company and Mark Penn.

Exhibit 10.1 Employment Agreement Amendment EMPLOYMENT AGREEMENT AMENDMENT dated as of September 8, 2021 (this ?Employment Agreement Amendment?), by and between STAGWELL INC., and its affiliates (the ?Company?), and MARK PENN (the ?Executive?). W I T N E S S E T H: WHEREAS, MDC Partners Inc., the predecessor to the Company, and the Executive entered into that certain Employment Agreement, dated as

STGW / Stagwell Inc. Class A / Indaba Capital Management, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Stagwell Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class Securities) 85256A109 (CUSIP Number) N/A (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Closing of Additional Offering of Senior Notes

Exhibit 99.1 FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Closing of Additional Offering of Senior Notes NEW YORK, August 30, 2021 - (NASDAQ:STGW) - Stagwell Inc. (?Stagwell?) today announced the closing of the offering (the ?Add-On Offering?) by its subsidiary, Midas OpCo Holdings LLC (the ?Issuer?), of an additional $100 million of the Issuer?s 5.625% senior unsecured notes due 2029 (the ?

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numb

FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Additional Offering of Senior Notes

Exhibit 99.1 FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Additional Offering of Senior Notes NEW YORK, August 25, 2021 - (NASDAQ:STGW) - Stagwell Inc. (?Stagwell?) today announced a proposed offering (the ?Add-On Offering?) by its subsidiary, Midas OpCo Holdings LLC (the ?Issuer?), of an additional $50 million of the Issuer?s 5.625% senior unsecured notes due 2029 (the ?New Notes?). The Iss

FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Pricing of Additional Offering of Senior Notes

Exhibit 99.1 FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Pricing of Additional Offering of Senior Notes NEW YORK, August 25, 2021 - (NASDAQ:STGW) - Stagwell Inc. (?Stagwell?) today announced the pricing of the offering (the ?Add-On Offering?) by its subsidiary, Midas OpCo Holdings LLC (the ?Issuer?), of an additional $100 million of the Issuer?s 5.625% senior unsecured notes due 2029 (the ?

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numb

FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Closing of Senior Notes Issuance to Refinance Existing Debt

EX-99.1 3 tm2125559d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Closing of Senior Notes Issuance to Refinance Existing Debt NEW YORK, August 20, 2021 - (NASDAQ:STGW) - Stagwell Inc. (“Stagwell”) today announced the closing of the previously announced offering (the “Offering”) by its subsidiary Midas OpCo Holdings LLC (the “Issuer”) of $1.0 billion aggre

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Indenture, dated as of August 20, 2021, among the Issuer, the Guarantors and the Bank of New York Mellon Trust Company, N.A., as trustee

Exhibit 4.1 Execution Version MIDAS OPCO HOLDINGS LLC, THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE 5.625% SENIOR NOTES DUE 2029 INDENTURE Dated as of August 20, 2021 TABLE OF CONTENTS Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Inapplicability of the Trust Indenture Act 36 Section 1.3 Rules o

FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Pricing of Senior Notes to Refinance Existing Debt

Exhibit 99.1 FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Pricing of Senior Notes to Refinance Existing Debt NEW YORK, August 13, 2021 - (NASDAQ:STGW) - Stagwell Inc. (?Stagwell?) today announced the pricing of the previously announced offering (the ?Offering?) by its subsidiary Midas OpCo Holdings LLC (the ?Issuer?) of $1.0 billion aggregate principal amount of 5.625% senior unsecured notes

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numb

FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Offering of Senior Notes to Refinance Existing Debt

Exhibit 99.1 FOR IMMEDIATE ISSUE Stagwell Inc. (STGW) Announces Offering of Senior Notes to Refinance Existing Debt NEW YORK, August 10, 2021 - (NASDAQ:STGW) - Stagwell Inc. (?Stagwell?) today announced a proposed offering (the ?Offering?) by its subsidiary Midas OpCo Holdings LLC (the ?Issuer?) of senior unsecured notes (the ?Notes?). The Notes will be guaranteed by all of Stagwell?s domestic sub

DISCLOSURES REGARDING Stagwell Inc. and Midas OpCo Holdings LLC

Exhibit 99.2 DISCLOSURES REGARDING Stagwell Inc. and Midas OpCo Holdings LLC This disclosure contains forward-looking statements. Statements in this disclosure that are not historical facts, including statements about our beliefs and expectations, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition c

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

BDO USA, LLP Letter to the Securities Exchange Commission

Exhibit 16.1 Tel: 212-371-4446 Fax: 212-371-9374 www.bdo.com 622 Third Avenue, Suite 3100 New York, NY 10017 August 9, 2021 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on August 3, 2021, to be filed by our former client, MDC Partners Inc. We agree with the stateme

MDCA / MDC Partners Inc / GOLDMAN SACHS GROUP INC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* STAGWELL INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 552697104 (CUSIP Number) David S. Thomas, Esq. Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 (212) 902-1000 (Name, Address and Telephone Number of Person Au

CERTIFICATE OF DESIGNATION SERIES 8 CONVERTIBLE PREFERRED SHARES STAGWELL INC.

EX-3 2 section8con.htm CERTIFICATE OF DESIGNATION SERIES 8 CONVERTIBLE PREFERRED SHARES OF STAGWELL INC. Stagwell Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: WHEREAS, the Certificate of Incorporation of the Corporation (as may be amended, restated, supplemented or otherwise modified from time to time, the “Certificate

The accompanying notes are an integral part of these condensed consolidated financial statements.

Stagwell Marketing Group LLC and Subsidiaries Condensed Consolidated Financial Statements As of June 30, 2021 (unaudited) and December 31, 2020 and for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited) Stagwell Marketing Group LLC and Subsidiaries Index to Condensed Consolidated Financial Statements Page(s) Review Report of Independent Auditors 2 Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Power of Attorney of Mark J. Penn.

Exhibit Z POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that Mark J. Penn does hereby make, constitute and appoint each of Paul M. Tiger, Andrea M. Basham, Elizabeth K. Bieber, Brian Lewis, Tomas Rua and Max Sanders, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf any and all filings required to be made by him under the Securities Exch

Management Presentation Legacy MDC Partners Standalone Second Quarter 2021 Results August 4, 2021

Exhibit 99.2 Management Presentation Legacy MDC Partners Standalone Second Quarter 2021 Results August 4, 2021 2 This presentation contains forward - looking statements . Statements in this presentation that are not historical facts, including without limitation the information under the heading "Financial Outlook" and statements about the Company?s beliefs and expectations, earnings (loss) guidan

Power of Attorney of Stagwell Friends and Family LLC.

EX-99.Y 6 ex271501.htm EXHIBIT Y Exhibit Y POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that STAGWELL FRIENDS AND FAMILY LLC (the “Company”) does hereby make, constitute and appoint each of Paul M. Tiger, Andrea M. Basham, Elizabeth K. Bieber, Brian Lewis, Tomas Rua and Max Sanders, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whet

FOR IMMEDIATE ISSUE

Exhibit 99.1 FOR IMMEDIATE ISSUE FOR: Stagwell Inc. CONTACT: Michaela Pewarski One World Trade Center, Floor 65 Stagwell Inc. New York, NY 10007 (646) 429-1812 [email protected] STAGWELL INC. (NASDAQ: STGW) REPORTS STANDALONE MDC PARTNERS INC. RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 Strong quarterly revenue growth of 33% year-over-year to $346 million Second quarter Net Income

Amendment to Securities Purchase Agreement, dated August 4, 2017, by and between Stagwell Inc. and Stagwell Agency Holdings LLC.

Exhibit 10.3 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to the Purchase Agreement (as defined below), dated as of August 4, 2021 (this ?Amendment?), is by and between Stagwell Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07 of the Purchase Agreement (as defined below), the ?Company?), as successor to and assignee of Midas OpCo LLC, a Dela

MDCA / MDC Partners Inc / Stagwell Agency Holdings LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amendment to Securities Purchase Agreement, dated August 4, 2017, by and between Stagwell Inc. and Broad Street Principal Investments, L.L.C..

Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to the Purchase Agreement (as defined below), dated as of August 4, 2021 (this ?Amendment?), is by and between Stagwell Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07 of the Purchase Agreement (as defined below), ?New MDC?), as successor to and assignee of MDC Partners Inc., a Canad

1 SECOND QUARTER 2021 EARNINGS CONFERENCE CALL AUGUST 4, 2021

EX-99.4 5 tm2124042d2ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 1 SECOND QUARTER 2021 EARNINGS CONFERENCE CALL AUGUST 4, 2021 FORWARD LOOKING INFORMATION & OTHER INFORMATION 2 This press release contains forward - looking statements . Statements in this press release that are not historical facts, including without limitation the information under the heading "Financial Outlook" and statements about the

OpCo Letter Agreement, dated August 4, 2021, by and among Stagwell Inc., Broad Street Principal Investments, L.L.C., Stonebridge 2017, L.P. and Stonebridge 2017 Offshore, L.P..

Exhibit 10.2 August 4, 2021 Broad Street Principal Investments, L.L.C. Stonebridge 2017, L.P. Stonebridge 2017 Offshore, L.P. 200 West Street New York, New York 10282 Re:???????Rights of the Preferred Units; Amendments; Waivers Ladies and Gentleman: This letter agreement (this ?Letter Agreement?) is made in reference to that certain Amended and Restated Limited Liability Company Agreement of Midas

STAGWELL MARKETING GROUP LLC REPORTS STANDALONE RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 Results show significant growth including a 29.1% increase in GAAP revenue to $209.6m and a 39.5% increase in net revenue to $181.8m for Q2 2021

Exhibit 99.3 FOR IMMEDIATE RELEASE FOR: Stagwell Marketing Group. CONTACT: Beth Sidhu 1808 Eye St NW Stagwell Marketing Group Washington, DC 20006 202-423-4414 [email protected] STAGWELL MARKETING GROUP LLC REPORTS STANDALONE RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 Results show significant growth including a 29.1% increase in GAAP revenue to $209.6m and a 39.5% increase in ne

Power of Attorney of Stagwell Agency Holdings LLC.

EX-99.V 3 ex271498.htm EXHIBIT V Exhibit V POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that STAGWELL AGENCY HOLDINGS LLC (the “Company”) does hereby make, constitute and appoint each of Paul M. Tiger, Andrea M. Basham, Elizabeth K. Bieber, Brian Lewis, Tomas Rua and Max Sanders, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether

Power of Attorney of Stagwell Media LP.

Exhibit X POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that STAGWELL MEDIA LP (the ?Company?) does hereby make, constitute and appoint each of Paul M.

Certificate of Amendment to the Certificate of Designation of Series 6 Convertible Preferred Stock of Stagwell Inc., dated August 4, 2021.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO DESIGNATION OF SERIES 6 CONVERTIBLE PREFERRED STOCK OF STAGWELL INC. Stagwell Inc., a corporation organized under and existing under the laws of the State of Delaware (the ?Corporation?), certifies as of this 4th day of August, 2021 that: FIRST: The name of the Corporation is Stagwell Inc. The Corporation was originally incorporated under the name ?MDC Stagw

Joint Filing Agreement, dated as of August 3, 2021, by and among the Reporting Persons.

EX-99.U 2 ex271497.htm EXHIBIT U Exhibit U JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (

Power of Attorney of The Stagwell Group LLC.

Exhibit W POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE STAGWELL GROUP LLC (the ?Company?) does hereby make, constitute and appoint each of Paul M.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

As filed with the Securities and Exchange Commission on August 2, 2021

As filed with the Securities and Exchange Commission on August 2, 2021 Registration Nos.

Tax Receivable Agreement, dated August 2, 2021, by and among the MDC Stagwell Holdings Inc., Midas OpCo Holdings LLC and Stagwell Media LP.

Exhibit 10.2 TAX RECEIVABLE AGREEMENT dated as of August 2, 2021 by and among MDC STAGWELL HOLDINGS INC., MIDAS OPCO HOLDINGS LLC and STAGWELL MEDIA LP CONTENTS CLAUSE PAGE Article I Definitions and Usage 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 10 Article II Determination of Tax Benefits 11 Section 2.01 OpCo 754 Election 11 Section 2.02 Tax Schedu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 STAGWELL INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 86-1390679 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amended and Restated Credit Agreement, dated August 2, 2021, by and among Midas OpCo Holdings LLC, Maxxcom LLC and Stagwell Marketing Group LLC, and JP Morgan Chase Bank, N.A., as lead arranger, bookrunner and administrative agent for the lenders, Wells Fargo Bank, N.A. as joint bookrunner and joint lead arranger, Bank of America, N.A. as joint bookrunner, joint lead arranger and syndication agent, lenders.

Exhibit 10.4 AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 2, 2021 among STAGWELL MARKETING GROUP LLC, MIDAS OPCO HOLDINGS LLC, and MAXXCOM LLC, as Borrowers, The other parties from time to time party hereto as Borrowers, The other Loan Parties from time to time party hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and THE OTHER AGENTS PARTY HERE

Stagwell Marketing Group LLC and Subsidiaries Index to Condensed Consolidated Financial Statements

EX-99.3 10 tm2123756d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Stagwell Marketing Group LLC and Subsidiaries Index to Condensed Consolidated Financial Statements Page(s) Review Report of Independent Auditors 2 Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020. 3 Unaudited Condensed Consolidated Statements of Operati

Information Rights Letter Agreement, dated August 2, 2021, by and among the MDC Stagwell Holdings Inc., Stagwell Media LP, Stagwell Group LLC and Stagwell Agency Holdings LLC.

Exhibit 10.3 August 2, 2021 MDC Stagwell Holdings Inc. One World Center, Floor 65 New York, NY 10007 Attention: Frank Lanuto Re: Information and Access Rights; Sharing of Information; Confidentiality. Ladies and Gentlemen: Reference is made to the Transaction Agreement, dated as of December 21, 2020, by and among Stagwell Media LP, a Delaware limited partnership (?Stagwell Media?), MDC Partners In

Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on August 2, 2021.

Exhibit 3.2 STAGWELL INC. BY-LAWS Effective as of August 2, 2021 ARTICLE I OFFICES SECTION 1.1 Registered Office. The registered office of Stagwell Inc. (hereinafter, the ?Corporation?) in the State of Delaware shall be at 1209 N Orange St, Wilmington, DE 19801, and the registered agent shall be The Corporation Trust Company, or such other office or agent as the Board of Directors of the Corporati

FOR IMMEDIATE ISSUE STAGWELL MARKETING GROUP AND MDC PARTNERS (MDCA) COMBINE FOLLOWING SUCCESSFUL SHAREHOLDER VOTE, FORMING STAGWELL INC. Stagwell Inc. brings together the digital-first capabilities of Stagwell Marketing Group with the creative talen

Exhibit 99.1 FOR IMMEDIATE ISSUE FOR: Stagwell Inc. CONTACT: Beth Sidhu One World Trade Center, Fl. 65 Stagwell Inc. New York, NY 10007 202.423.4414 [email protected] STAGWELL MARKETING GROUP AND MDC PARTNERS (MDCA) COMBINE FOLLOWING SUCCESSFUL SHAREHOLDER VOTE, FORMING STAGWELL INC. Stagwell Inc. brings together the digital-first capabilities of Stagwell Marketing Group with the creat

As filed with the Securities and Exchange Commission on August 2, 2021

As filed with the Securities and Exchange Commission on August 2, 2021 Registration Nos.

Registration Rights Agreement, dated August 2, 2021, by and among MDC Stagwell Holdings Inc. and the Stagwell Parties (as defined therein).

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT dated as of August 2, 2021 by and among MDC STAGWELL HOLDINGS INC. and THE STAGWELL PARTIES (as defined herein) TABLE OF CONTENTS ARTICLE I DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Other Terms 5 ARTICLE II REGISTRATION RIGHTS 6 Section 2.01 Demand Registration 6 Section 2.02 Piggyback Registrations 11 Section 2.03 Holdback Agreements 12 Secti

Second Amended and Restated Certificate of Incorporation of Stagwell Inc., dated August 2, 2021.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MDC Stagwell Holdings Inc. MDC Stagwell Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify that: 1. The original name of this company was New MDC LLC, the original formation date of the company was December 16,

As filed with the Securities and Exchange Commission on August 2, 2021

As filed with the Securities and Exchange Commission on August 2, 2021 Registration Nos.

Stagwell Marketing Group LLC and Subsidiaries Index to Consolidated Financial Statements

TABLE OF CONTENTS?? Stagwell Marketing Group LLC and Subsidiaries Index to Consolidated Financial Statements ? ? ? Page(s) ? Report of Independent Auditors ? ? F-2 ? Consolidated Financial Statements ? ? ? ? Consolidated Balance Sheets as of December 31, 2020 and 2019 ? ? F-3 ? Consolidated Statements of Operations and Comprehensive Income for the Years ended December 31, 2020 and 2019 ? ? F-4 ? C

description of our capital stock contained in Exhibit 99.1 to our Current Report on Form 8-K12B, filed with the SEC on July 30, 2021

Exhibit 99.1 DESCRIPTION OF MDC DELAWARE, MDC STAGWELL HOLDINGS INC. AND STAGWELL INC. CAPITAL STOCK The rights of shareholders in MDC Delaware after the Redomiciliation but before the Business Combination will be the same as the rights of shareholders in MDC Stagwell Holdings Inc. after the MDC Merger and the shareholders in Stagwell Inc. after completion of the Proposed Transactions, except that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 MDC STAGWELL HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 MDC STAGWELL HOLDINGS INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13718 98-0364441 (State or Other Jurisdiction of Incorporation) (Commissio

Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K12B filed on July 29, 2021

Exhibit 3.2 MDC STAGWELL HOLDINGS INC. BY-LAWS Effective as of July 29, 2021 ARTICLE I OFFICES SECTION 1.1 Registered Office. The registered office of MDC Stagwell Holdings Inc. (hereinafter, the ?Corporation?) in the State of Delaware shall be at 1209 N Orange St, Wilmington, DE 19801, and the registered agent shall be The Corporation Trust Company, or such other office or agent as the Board of D

Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K12B filed on July 29, 2021

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MDC STAGWELL HOLDINGS INC. July 29, 2021 ARTICLE I The name of the corporation (hereinafter called the ?Corporation?) is MDC Stagwell Holdings Inc. ARTICLE II SECTION 1. The address of the Corporation?s registered office in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaw

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 MDC PARTNERS INC. (Exact name of Registrant as Specified in Its Charter) Canada 001-13718 98-0364441 (State or Other Jurisdiction of Incorporation) (Commission File Numb

FOR IMMEDIATE ISSUE MDC Partners Inc. Announces Amendments and Waivers to Notes are Operative

EX-99.2 3 tm2123287d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 FOR IMMEDIATE ISSUE FOR: MDC Partners Inc. CONTACT: Michaela Pewarski One World Trade Center, FL. 65 MDC Partners New York, NY 10007 646-429-1812 [email protected] MDC Partners Inc. Announces Amendments and Waivers to Notes are Operative New York, New York (July 26, 2021)— MDC Partners Inc. (the “Issuer”) announced today that the a