STGW 10-Q Quarterly Report June 30, 2025

STAGWELL INC

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stgw-20250630

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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


			☐			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 of registrant as specified in its charter)


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

One World Trade Center, Floor 65
New York,	New York	10007
(Address of principal executive offices)		(Zip Code)

( 646 ) 429-1800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	STGW	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated Filer	☐	Accelerated Filer	☒
Non-accelerated Filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of common shares outstanding as of July 24, 2025, was 258,702,977 shares of Class A Common Stock.

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STAGWELL INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	3
	Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024	4
	Unaudited Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	5
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	6
	Unaudited Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024	8
	Notes to the Unaudited Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	67
Item 4.	Controls and Procedures	67

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	68
Item 1A.	Risk Factors	68
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3.	Defaults Upon Senior Securities	69
Item 4.	Mine Safety Disclosures	69
Item 5.	Other Information	69
Item 6.	Exhibits	69
Signatures		71

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EXPLANATORY NOTE

References in this Form 10-Q to “Stagwell,” “we,” “us,” “our” and the “Company” refer to Stagwell Inc. and its direct and indirect subsidiaries, unless the context otherwise requires or otherwise is expressly stated.

All dollar amounts are stated in U.S. dollars unless otherwise stated.

Forward-Looking Statements

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 Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance, growth, and future prospects, the Company’s strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated and actual operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “ability,” “aim,” “anticipate,” “assume,” “believe,” “build,” “consider,” “continue,” “could,” “develop,” “drive,” “estimate,” “expect,” “focus,” “forecast,” “future,” “guidance,” “intend,” “likely,” “maintain,” “may,” “ongoing,”, “outlook,” “plan,” “possible,” “potential,” “probable,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section.

Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:

• risks associated with international, national and regional unfavorable economic conditions, including the effect of changing tariff and other trade policies, inflation and other macroeconomic factors that could affect the Company or its clients;

• demand for the Company’s services, which may precipitate or exacerbate other risks and uncertainties;

• inflation and actions taken by central banks to counter inflation;

• the Company’s ability to attract new clients and retain existing clients;

• the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements;

• financial failure of the Company’s clients;

• the Company’s ability to retain and attract key employees;

• the Company’s ability to compete in the markets in which it operates;

• the Company’s ability to achieve its cost saving initiatives;

• the Company’s implementation of strategic initiatives;

• the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration;

• the Company’s ability to manage its growth effectively;

• the Company’s ability to identify and complete acquisitions or other strategic transactions that complement and expand the Company’s business capabilities and successfully integrate newly acquired businesses into the Company’s operations, retain key employees, and realize cost savings, synergies and other related anticipated benefits within the expected time period;

• the Company’s ability to identify and complete divestitures and to achieve the anticipated benefits therefrom;

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• the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products;

• the Company’s use of artificial intelligence, including generative artificial intelligence;

• adverse tax consequences for the Company, its operations and its stockholders, that may differ from the expectations of the Company, including that recent or future changes in tax laws, potential changes to corporate tax rates in the United States and disagreements with tax authorities on the Company’s determinations that may result in increased tax costs;

• adverse tax consequences in connection with the business combination that formed the Company in August 2021, including the incurrence of material Canadian federal income tax (including material “emigration tax”);

• the Company’s ability to maintain an effective system of internal control over financial reporting, including the risk that the Company’s internal controls will fail to detect misstatements in its financial statements;

• the Company’s ability to accurately forecast its future financial performance and provide accurate guidance;

• the Company’s ability to protect client data from security incidents or cyberattacks;

• economic disruptions resulting from war and other economic and geopolitical tensions (such as the ongoing military conflicts between Russia and Ukraine and in the Middle East), terrorist activities, natural disasters, public health events and tariff and trade policies;

• stock price volatility; and

• foreign currency fluctuations.

Investors should carefully consider these risks and the additional risk factors described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filing.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	706,818	$	671,168	$	1,358,558	$	1,341,227
Operating Expenses
Cost of services	459,216		438,912		871,303		883,438
Office and general expenses	183,061		168,133		362,423		331,476
Depreciation and amortization	41,369		42,001		83,375		76,837
Impairment and other losses	—		215		—		1,715
	683,646		649,261		1,317,101		1,293,466
Operating Income	23,172		21,907		41,457		47,761
Other income (expenses):
Interest expense, net	( 23,455 )		( 23,533 )		( 46,811 )		( 44,498 )
Foreign exchange, net	( 1,338 )		( 1,355 )		( 118 )		( 3,613 )

Other, net	( 360 )		193		( 111 )		( 1,074 )
	( 25,153 )		( 24,695 )		( 47,040 )		( 49,185 )
Loss before income taxes and equity in earnings of non-consolidated affiliates	( 1,981 )		( 2,788 )		( 5,583 )		( 1,424 )
Income tax expense	2,673		1,165		4,395		3,750
Loss before equity in earnings of non-consolidated affiliates	( 4,654 )		( 3,953 )		( 9,978 )		( 5,174 )
Equity in income (loss) of non-consolidated affiliates	20		( 1 )		19		507
Net loss	( 4,634 )		( 3,954 )		( 9,959 )		( 4,667 )
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests	( 627 )		989		1,781		420
Net loss attributable to Stagwell Inc. common shareholders	$	( 5,261 )	$	( 2,965 )	$	( 8,178 )	$	( 4,247 )

Loss Per Common Share:

Basic	$	( 0.02 )	$	( 0.03 )	$	( 0.04 )	$	( 0.04 )

Diluted	$	( 0.02 )	$	( 0.03 )	$	( 0.06 )	$	( 0.04 )
Weighted Average Number of Common Shares Outstanding:
Basic	260,774		113,484		186,843		113,059
Diluted	260,774		113,484		265,600		113,059

See Notes to the Unaudited Consolidated Financial Statements .

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
COMPREHENSIVE INCOME (LOSS)
Net loss	$	( 4,634 )	$	( 3,954 )	$	( 9,959 )	$	( 4,667 )
Other comprehensive income (loss) - Foreign currency translation adjustment	24,068		( 5,479 )		34,566		( 12,625 )


Comprehensive income (loss) for the period	19,434		( 9,433 )		24,607		( 17,292 )
Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests	( 627 )		4,469		( 4,246 )		8,182
Comprehensive income (loss) attributable to Stagwell Inc. common shareholders	$	18,807	$	( 4,964 )	$	20,361	$	( 9,110 )

See Notes to the Unaudited Consolidated Financial Statements .

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)


	June 30, 2025		December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents	$	181,309	$	131,339
Accounts receivable, net	769,291		716,415
Expenditures billable to clients	150,234		173,194
Other current assets	162,233		114,200
Total Current Assets	1,263,067		1,135,148
Fixed assets, net	65,267		72,706
Right-of-use lease assets - operating leases	219,717		219,400
Goodwill	1,600,714		1,554,146
Other intangible assets, net	866,780		836,783
Deferred tax assets	251,622		46,926
Other assets	50,008		43,112
Total Assets	$	4,317,175	$	3,908,221
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS (“RNCI”), AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	484,069	$	449,347
Accrued media	222,472		245,883
Accruals and other liabilities	319,724		265,356
Advance billings	339,623		294,609
Current portion of lease liabilities - operating leases	57,192		60,195
Current portion of deferred acquisition consideration	41,391		51,906
Total Current Liabilities	1,464,471		1,367,296
Long-term debt	1,464,242		1,353,624
Long-term portion of deferred acquisition consideration	50,272		50,209
Long-term lease liabilities - operating leases	231,152		245,397
Deferred tax liabilities	49,388		47,239
Long-term tax receivable agreement (“TRA”) liability	223,445		25,493
Other liabilities	53,009		33,646
Total Liabilities	3,535,979		3,122,904
Redeemable Noncontrolling Interests	9,248		8,412
Commitments, Contingencies and Guarantees (Note 10)
Shareholders’ Equity
Common shares - Class A	261		115
Common shares - Class C	—		2

Paid-in capital	765,898		343,647
Retained earnings	4,923		11,740
Accumulated other comprehensive loss	( 20,936 )		( 23,773 )
Stagwell Inc. Shareholders’ Equity	750,146		331,731
Noncontrolling interests	21,802		445,174
Total Shareholders’ Equity	771,948		776,905
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Equity	$	4,317,175	$	3,908,221

See Notes to the Unaudited Consolidated Financial Statements .

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	( 9,959 )	$	( 4,667 )
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Stock-based compensation	31,497		21,991
Depreciation and amortization	83,375		76,837
Amortization of right-of-use lease assets and lease liability interest	34,075		39,534
Impairment and other (gains) losses	( 3,529 )		1,715
Deferred income taxes	( 1,424 )		3,797
Adjustment to deferred acquisition consideration	3,437		7,390

Other, net	( 7,517 )		3,850
Changes in working capital:
Accounts receivable	7,941		( 30,157 )
Expenditures billable to clients	27,021		( 6,516 )
Other assets	( 41,375 )		( 5,776 )
Accounts payable	25,333		( 28,576 )
Accrued expenses and other liabilities	( 89,393 )		( 114,353 )
Advance billings	35,765		12,092
Current portion of lease liabilities - operating leases	( 40,509 )		( 41,924 )
Deferred acquisition related payments	—		( 2,855 )
Net cash provided by (used in) operating activities	54,738		( 67,618 )
Cash flows from investing activities:
Capitalized software	( 29,241 )		( 17,076 )
Capital expenditures	( 11,595 )		( 13,990 )
Acquisitions, net of cash acquired	14,172		( 20,350 )

Other	( 8,272 )		( 767 )
Net cash used in investing activities	( 34,936 )		( 52,183 )
Cash flows from financing activities:
Repayment of borrowings under revolving credit facility	( 925,000 )		( 761,000 )
Proceeds from borrowings under revolving credit facility	1,038,000		1,036,000
Shares repurchased and cancelled	( 67,504 )		( 86,934 )
Distributions to noncontrolling interests	( 4,761 )		( 22,483 )
Payment of deferred consideration	( 16,103 )		( 23,963 )
Purchase of noncontrolling interest	—		( 3,316 )
Debt financing and other costs	( 3,570 )		—
Net cash provided by financing activities	21,062		138,304
Effect of exchange rate changes on cash and cash equivalents	9,106		( 2,162 )
Net increase in cash and cash equivalents	49,970		16,341
Cash and cash equivalents at beginning of period	131,339		119,737
Cash and cash equivalents at end of period	$	181,309	$	136,078

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)

(amounts in thousands)


	Six Months Ended June 30,
	2025		2024
Supplemental Cash Flow Information:
Cash income taxes paid	$	14,303	$	10,636
Cash interest paid	46,800		42,444

Non-cash investing and financing activities:
Acquisitions of business	15,300		7,193
Acquisitions of noncontrolling interest	—		10,167
Share issuances	—		341
Addition to deferred tax asset related to exchange of Paired Units	204,722		—
Addition to Tax Receivables Agreement liability related to exchange of Paired Units	200,119		—

Conversion of Class C to Class A shares	447,562		—


Non-cash payment of deferred acquisition consideration	—		18,208

See Notes to the Unaudited Consolidated Financial Statements .

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(amounts in thousands)



	Three Months Ended June 30, 2025
	Common Shares - Class A			Common Shares - Class C			Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders’ Equity		Noncontrolling Interests		Shareholders’ Equity
	Shares	Amount		Shares	Amount
Balance at March 31, 2025	113,894	$	114	151,649	$	2	$	343,082	$	10,504	$	( 19,302 )	$	334,400	$	445,493	$	779,893
Net income (loss)	—	—		—	—		—		( 5,261 )		—		( 5,261 )		627		( 4,634 )
Other comprehensive income	—	—		—	—		—		—		24,068		24,068		—		24,068
Total other comprehensive income (loss)	—	—		—	—		—		( 5,261 )		24,068		18,807		627		19,434

Distributions to noncontrolling interests	—	—		—	—		—		—		—		—		( 2,459 )		( 2,459 )


Changes in redemption value of RNCI, net of tax	—	—		—	—		—		( 321 )		—		( 321 )		—		( 321 )
Restricted awards granted or vested	4,174	4		—	—		295		—		—		299		—		299
Shares repurchased and cancelled	( 11,135 )	( 11 )		—	—		( 56,786 )		—		—		( 56,797 )		—		( 56,797 )
Restricted shares forfeited	( 15 )	—		—	—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		12,167		—		—		12,167		—		12,167

Shares issued, acquisitions	2,672	3		—	—		15,297		—		—		15,300		—		15,300
Conversion of Class C to Class A shares	151,649	152		( 151,649 )	( 2 )		447,412		—		( 25,701 )		421,861		( 421,861 )		—
Other (1)	( 3 )	( 1 )		—	—		4,431		1		( 1 )		4,430		2		4,432
Balance at June 30, 2025	261,236	$	261	—	$	—	$	765,898	$	4,923	$	( 20,936 )	$	750,146	$	21,802	$	771,948

(1) The Other line within Paid-in Capital includes $ 4.6 million in connection with the conversion of Class C to Class A shares as this resulted in an adjustment between the deferred tax asset and the accrued TRA liability.

See Notes to the Unaudited Consolidated Financial Statements .

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)

(amounts in thousands)



	Six Months Ended June 30, 2025
	Common Shares - Class A			Common Shares - Class C			Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders’ Equity		Noncontrolling Interests		Shareholders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2024	114,847	$	115	151,649	$	2	$	343,647	$	11,740	$	( 23,773 )	$	331,731	$	445,174	$	776,905
Net loss	—	—		—	—		—		( 8,178 )		—		( 8,178 )		( 1,781 )		( 9,959 )
Other comprehensive income	—	—		—	—		—		—		28,539		28,539		6,027		34,566
Total other comprehensive income (loss)	—	—		—	—		—		( 8,178 )		28,539		20,361		4,246		24,607

Distributions to noncontrolling interests	—	—		—	—		—		—		—		—		( 3,040 )		( 3,040 )


Changes in redemption value of RNCI, net of tax	—	—		—	—		—		1,360		—		1,360		—		1,360
Restricted awards granted or vested	5,333	5		—	—		562		—		—		567		—		567
Shares repurchased and cancelled	( 13,005 )	( 13 )		—	—		( 68,170 )		—		—		( 68,183 )		—		( 68,183 )
Restricted shares forfeited	( 257 )	—		—	—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		24,226		—		—		24,226		—		24,226
Change in ownership held by Class C shareholders	—	—		—	—		( 1,509 )		—		—		( 1,509 )		1,509		—
Shares issued, acquisitions	2,672	3		—	—		15,297		—		—		15,300		—		15,300
Conversion of Class C to Class A shares	151,649	152		( 151,649 )	( 2 )		447,412		—		( 25,701 )		421,861		( 421,861 )		—
Other (1)	( 3 )	( 1 )		—	—		4,433		1		( 1 )		4,432		( 4,226 )		206
Balance at June 30, 2025	261,236	$	261	—	$	—	$	765,898	$	4,923	$	( 20,936 )	$	750,146	$	21,802	$	771,948

See Notes to the Unaudited Consolidated Financial Statements .

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)

(amounts in thousands)


	Three Months Ended June 30, 2024
	Common Shares - Class A & B			Common Shares - Class C			Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders’ Equity		Noncontrolling Interests		Shareholders’ Equity
	Shares	Amount		Shares	Amount
Balance at March 31, 2024	114,819	$	115	151,649	$	2	$	333,896	$	19,618	$	( 15,931 )	$	337,700	$	459,890	$	797,590
Net loss	—	—		—	—		—		( 2,965 )		—		( 2,965 )		( 989 )		( 3,954 )
Other comprehensive loss	—	—		—	—		—		—		( 1,999 )		( 1,999 )		( 3,480 )		( 5,479 )
Total other comprehensive loss	—	—		—	—		—		( 2,965 )		( 1,999 )		( 4,964 )		( 4,469 )		( 9,433 )

Distributions to noncontrolling interests (1)	—	—		—	—		—		—		—		—		( 21,074 )		( 21,074 )
Purchases of noncontrolling interest	—	—		—	—		( 4,813 )		—		—		( 4,813 )		—		( 4,813 )
Changes in redemption value of RNCI	—	—		—	—		—		115		—		115		—		115
Restricted awards granted or vested	2,950	3		—	—		274		—		—		277		—		277
Shares repurchased and cancelled	( 8,976 )	( 9 )		—	—		( 56,680 )		—		—		( 56,689 )		—		( 56,689 )
Restricted shares forfeited	( 66 )	—		—	—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		5,458		—		—		5,458		—		5,458
Shares issued, acquisitions	3,238	3		—	—		19,262		—		—		19,265		—		19,265
Change in ownership held by Class C shareholders	—	—		—	—		( 4,781 )		—		—		( 4,781 )		4,781		—
Other	—	—		—	—		—		3		(1)		2		( 774 )		( 772 )
Balance at June 30, 2024	111,965	$	112	151,649	$	2	$	292,616	$	16,771	$	( 17,931 )	$	291,570	$	438,354	$	729,924

(1) Distributions to noncontrolling interests include approximately $ 19.1 million to Class C Shareholders.

See Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)

(amounts in thousands)


	Six Months Ended June 30, 2024
	Common Shares - Class A & B			Common Shares - Class C			Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders’ Equity		Noncontrolling Interests		Shareholders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	118,469	$	118	151,649	$	2	$	348,494	$	21,148	$	( 13,067 )	$	356,695	$	468,577	$	825,272
Net loss	—	—		—	—		—		( 4,247 )		—		( 4,247 )		( 420 )		( 4,667 )
Other comprehensive loss	—	—		—	—		—		—		( 4,863 )		( 4,863 )		( 7,762 )		( 12,625 )
Total other comprehensive loss	—	—		—	—		—		( 4,247 )		( 4,863 )		( 9,110 )		( 8,182 )		( 17,292 )

Distributions to noncontrolling interests (1)	—	—		—	—		—		—		—		—		( 21,074 )		( 21,074 )
Purchases of noncontrolling interest	—	—		—	—		( 3,069 )		—		—		( 3,069 )		( 10,226 )		( 13,295 )
Changes in redemption value of RNCI	—	—		—	—		—		( 135 )		—		( 135 )		—		( 135 )
Restricted awards granted or vested	3,101	3		—	—		528		—		—		531		—		531
Shares repurchased and cancelled	( 13,804 )	( 14 )		—	—		( 87,261 )		—		—		( 87,275 )		—		( 87,275 )
Restricted shares forfeited	( 84 )	—		—	—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		19,008		—		—		19,008		—		19,008
Shares issued, acquisitions	4,231	4		—	—		25,400		—		—		25,404		—		25,404
Change in ownership held by Class C shareholders	—	—		—	—		( 10,828 )		—		—		( 10,828 )		10,828		—
Other	52	1		—	—		344		5		( 1 )		349		( 1,569 )		( 1,220 )
Balance at June 30, 2024	111,965	$	112	151,649	$	2	$	292,616	$	16,771	$	( 17,931 )	$	291,570	$	438,354	$	729,924

(1) Distributions to noncontrolling interests include approximately $ 19.1 million to Class C Shareholders.

See Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Basis of Presentation

Stagwell Inc. together with its consolidated subsidiaries, unless the context requires otherwise, (the “Company,” “we,” or “Stagwell”), incorporated under the laws of Delaware, conducts its business through its networks and its portfolio of marketing services firms (“Brands”), which provide marketing and business solutions that realize the potential of combining data and creativity. Stagwell’s strategy is to build, grow and acquire market-leading businesses that deliver the modern suite of services that marketers need to thrive in a rapidly evolving business environment.

The accompanying Unaudited Consolidated Financial Statements include the accounts of Stagwell and its subsidiaries. Stagwell has prepared the unaudited consolidated interim financial statements included herein in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. Accordingly, pursuant to these rules, the footnotes do not include certain information and disclosures. The preparation of financial statements in conformity with GAAP requires us to make judgments, assumptions and estimates about current and future results of operations and cash flows that affect the amounts reported and disclosed. Actual results could differ from these estimates and assumptions. The consolidated reports for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

The accompanying financial statements reflect all adjustments, consisting of normal recurring accruals, which in the opinion of management are necessary for a fair statement, in all material respects, of the information contained therein. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior year financial information to conform to the current year’s presentation.

2. New Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses (“ASU 2024-03”), to enhance the transparency and decision usefulness of financial information presented in the income statement by requiring disaggregated information about certain income statement expense line items. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact of these new requirements on its income statement presentation and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (“ASU 2023-09”), to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about an entity’s effective tax rate reconciliation, as well as information on taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Interim disclosures are not impacted by this update. The Company is evaluating the impact of these amendments on its annual disclosures.

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3. Acquisitions

2025 Acquisitions

Acquisition of ADK

On June 2, 2025, the Company acquired ADK Global (“ADK”), a network of marketing solutions companies operating in APAC region, for an estimated purchase price of $ 25.7 million, subject to post-closing adjustments. In accordance with the agreement, the Company and the sellers are expected to finalize the purchase price within 90 days from the acquisition date. Accordingly, substantially all of the payment for this acquisition is expected to be made in the fiscal quarter ending September 30, 2025.

The consideration has been allocated to the assets acquired and assumed liabilities of ADK based upon fair values. The purchase price accounting is not yet final and the preliminary purchase price allocation is as follows:


	Amount
	(dollars in thousands)
Cash and cash equivalents	$	34,200
Accounts receivable, net	15,307
Other current assets	7,529
Right-of-use lease assets	2,100
Fixed assets	924
Identifiable intangible assets	103
Other assets	628
Accounts payable	( 5,188 )
Accruals and other liabilities	( 23,524 )
Advance billings	( 3,292 )
Current portion of lease liabilities - operating leases	( 1,500 )
Long-term lease liabilities - operating leases	( 600 )
Other liabilities	( 979 )
Purchase price consideration	$	25,708

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The unaudited pro forma information presents the combined results of operations of the Company and ADK for the periods set forth below giving effect to the acquisition as if it occurred as of January 1, 2024. The pro forma revenue and net loss for the three and six months ended June 30, 2024 would not have been materially different from the actual revenue and net loss reported. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(dollars in thousands)
Revenue	$	722,667	$	687,264	$	1,389,112	$	1,373,675
Net Loss	$	( 6,652 )	$	( 4,523 )	$	( 13,882 )	$	( 6,274 )

Revenue attributable to ADK, included within the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2025, was $ 6.3 million. Net loss attributable to ADK, included within the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2025, was $ 0.6 million.

The purchase price accounting is not yet final as the Company has not yet finalized its valuation processes and therefore it may still make adjustments.

Acquisition of Jetfuel

On May 1, 2025, the Company acquired JetFuel Studio LLC and Powered by JetFuel LLC (collectively, “Jetfuel”), an experiential marketing company, for $ 22.2 million, of which $ 10.3 million was paid in cash, $ 11.3 million was paid in 2,017,857 shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) and $ 0.7 million in a deferred cash payment, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $ 59.5 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock, at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Jetfuel and expected growth related to new customer relationships. Goodwill of $ 11.9 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments.

Acquisition of Create

On April 2, 2025, the Company acquired Create Group Holding Limited (“Create”), a strategic digital communications group in the Middle East, for $ 15.7 million, of which $ 11.5 million was paid in cash, $ 4.0 million was paid in 653,663 shares of the Company’s Class A Common Stock and $0.2 million in a deferred cash payment, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of approximately $ 24.0 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock, at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Create and expected growth related to new customer relationships. Goodwill of $ 7.3 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is not deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments.

2024 Acquisitions

Acquisition of Unicepta

On December 19, 2024, the Company acquired UNICEPTA Holding GmbH (“Unicepta”), a global media monitoring and analytics platform, for 60.1 million Euros (“€”) (approximately $ 62 million), of which € 23.8 million (approximately $ 24 million) was paid in cash, € 25.0 million (approximately $ 26 million) in 3,390,788 shares of the Company’s Class A Common Stock , € 0.7 million in a deferred cash payment (approximately $ 1 million), which was paid in January 2025, and € 10.6 million (approximately $ 11 million) attributable to contingent consideration which is considered part of the purchase price, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of € 40.0 million (approximately $ 42 million) subject to meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion.

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The consideration has been allocated to the assets acquired and assumed liabilities of Unicepta based upon fair values. The preliminary purchase price allocation is as follows:


	Amount
	(dollars in thousands)
Cash and cash equivalents	$	2,723
Accounts receivable, net	9,354
Other current assets	575
Right-of-use lease assets	5,911
Fixed assets	429
Identifiable intangible assets	36,833
Other assets	140
Accounts payable	( 2,808 )
Accruals and other liabilities	( 6,998 )
Advance billings	( 951 )
Current portion of lease liabilities - operating leases	( 1,071 )
Long-term lease liabilities - operating leases	( 5,400 )
Deferred tax liabilities, net	( 10,500 )
Other liabilities	( 406 )
Net assets assumed	27,831
Goodwill	34,583
Purchase price consideration	$	62,414

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Unicepta. Goodwill of $ 34.6 million was assigned to the Stagwell Marketing Cloud Group reported within All Other. The goodwill is not deductible for income tax purposes.

Intangible assets consist of trade names, customer relationships, and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is 10 years. The following table presents the details of identifiable intangible assets acquired:


	Estimated Fair Value		Estimated Useful Life in Years
	(dollars in thousands)
Customer relationships	$	22,083	12
Trade names	5,417		10
Developed Technology	9,333		5
Total acquired intangible assets	$	36,833

The unaudited pro forma information presents the combined results of operations of the Company and Unicepta for the periods set forth below giving effect to the acquisition as if it occurred as of January 1, 2024. The pro forma revenue and net loss for the three and six months ended June 30, 2024 would not have been materially different from the actual revenue and net loss reported. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time.


	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
	(dollars in thousands)
Revenue	$	684,630	$	1,367,875
Net loss	$	( 5,275 )	$	( 8,855 )

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Revenue attributable to Unicepta, included within the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2025, was $ 13.2 million and $ 25.6 million, respectively. Net loss attributable to Unicepta, included within the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2025, was less than 0.1 million.

The purchase price accounting is not yet final as the Company has not yet finalized its valuation processes and therefore may still make adjustments.

Acquisition of Consulum

On October 1, 2024, the Company acquired Consulum (Cayman) Limited (“Consulum”), a government advisory firm that provides public relations management and media and marketing services, for $ 82.8 million, of which $ 58.6 million was paid in cash, $ 12.9 million in 1,810,274 shares of the Company’s Class A Common Stock, and $ 11.3 million was attributed to contingent consideration which is considered part of the purchase price. On January 29, 2025, the Company paid $0.1 million to the sellers as a post-closing adjustment. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $ 90.0 million, partially subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion.

The consideration has been allocated to the assets acquired and assumed liabilities of Consulum based upon fair values. The preliminary purchase price allocation is as follows:


	Amount
	(dollars in thousands)
Cash and cash equivalents	$	2,151
Accounts receivable, net	26,845
Other current assets	3,094
Right-of-use lease assets	2,173
Fixed assets	2,032
Identifiable intangible assets	57,200
Accounts payable	( 2,078 )
Accruals and other liabilities	( 9,167 )
Advance billings	( 5,425 )
Current portion of lease liabilities - operating leases	( 983 )
Long-term lease liabilities - operating leases	( 1,065 )
Deferred tax liabilities, net	( 8,618 )
Net assets assumed	66,159
Goodwill	16,687
Purchase price consideration	$	82,846

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Consulum. Goodwill of $ 16.7 million was assigned to the Communications Network reportable segment. The goodwill is not deductible for income tax purposes.

Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is nine years . The following table presents the details of identifiable intangible assets acquired:

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	Estimated Fair Value		Estimated Useful Life in Years
	(dollars in thousands)
Customer relationships	$	43,800	7
Trade names	13,400		10
Total acquired intangible assets	$	57,200

The unaudited pro forma information presents the combined results of operations of the Company and Consulum for the periods set forth below giving effect to the acquisition as if it occurred as of January 1, 2024. The pro forma revenue and net loss for the three and six months ended June 30, 2024 would not have been materially different from the actual revenue and net loss reported. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time.


	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
	(dollars in thousands)
Revenue	$	684,832	$	1,369,810
Net loss	$	( 2,708 )	$	( 95 )

Revenue attributable to Consulum, included within the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2025, was $ 16.0 million and $ 28.7 million, respectively. Net income attributable to Consulum included within the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2025, was $ 6.4 million and $ 6.6 million, respectively.

The purchase price accounting is not yet final as the Company has not yet finalized its valuation processes and therefore may still make adjustments.

Acquisition of Team Epiphany

On January 2, 2024, the Company acquired Team Epiphany, LLC (“Epiphany”), a consumer marketing company, for $ 16.7 million, of which $ 11.7 million was paid in cash and $ 5.0 million in 797,916 shares of Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $ 17.0 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The goodwill is deductible for income tax purposes.

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The consideration has been allocated to the assets acquired and assumed liabilities of Epiphany based upon fair values. The purchase price allocation is as follows:


	Amount
	(dollars in thousands)
Cash and cash equivalents	$	1,095
Accounts receivable, net	8,283
Expenditures billable to clients	4,823
Other current assets	402
Right-of-use lease assets	2,788
Fixed assets	184
Identifiable intangible assets	4,316
Accounts payable	( 1,086 )
Accruals and other liabilities	( 664 )
Advance billings	( 8,808 )
Current portion of lease liabilities - operating leases	( 516 )
Long-term lease liabilities - operating leases	( 2,600 )
Net assets assumed	8,217
Goodwill	8,452
Purchase price consideration	$	16,669

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Epiphany. Goodwill of $ 8.5 million was assigned to the Integrated Agencies Network reportable segment.

Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is three years . The following table presents the details of identifiable intangible assets acquired:


	Estimated Fair Value		Estimated Useful Life in Years
	(dollars in thousands)
Customer relationships	$	3,767	3
Trade names	549		3
Total acquired intangible assets	$	4,316

Revenue attributable to Epiphany, included within the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2025 was $ 9.7 million and $ 20.6 million, respectively, and net income was $ 0.3 million and $ 1.6 million, respectively. Revenue attributable to Epiphany, included within the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2024 was $ 10.3 million and $ 23.7 million, respectively, and net income was $ 0.6 million and $ 0.7 million, respectively.

Other 2024 Acquisitions

On July 19, 2024, the Company acquired L.D.R.S. Group Ltd. (“Leaders”), for 25.2 million Israeli New Shekels (“ILS”) (approximately $ 7 million), of which 10.9 million ILS (approximately $ 3 million) was paid in cash, 3.5 million ILS (approximately $ 1 million) in 135,010 shares of the Company’s Class A Common stock, and 10.9 million ILS (approximately $ 3 million) was attributed to contingent consideration which is considered part of the purchase price. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of 24.2 million ILS (approximately $ 7 million), partially subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Leaders and expected growth related to new customer relationships. Goodwill of $ 4.9 million was assigned to the All Other category.

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The goodwill is not fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments.

On April 5, 2024, the Company acquired PROS Agency (“PROS”), for 42.1 million Brazilian reals (“R$”) approximately $ 8.5 million) of which R$ 23.3 million ($ 4.7 million) was paid in cash, R$ 5.3 million ($ 1.1 million) was paid in 182,256 shares of Class A Common Stock, and R$ 13.5 million ($ 2.7 million) was attributed to contingent consideration which is considered part of the purchase price. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of R$ 72.5 million ($ 14.4 million), partially subject to continued employment, and meeting certain future earnings targets, of which a portion may be settled in shares of the Company’s Class A Common Stock, at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of PROS and expected growth related to new customer relationships. Goodwill of $ 5.4 million was assigned to the Communications Network reportable segment. The goodwill is not fully deductible for income tax purposes.

On April 4, 2024, the Company acquired What’s Next Partners (“WNP”), for € 4.3 million (approximately $ 5 million) in cash. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of € 8.5 million (approximately $ 9 million), partially subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of the Company’s Class A Common Stock, at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of WNP and expected growth related to new customer relationships. Goodwill of $ 5.4 million was assigned to the Integrated Agencies Network reportable segment. The goodwill is not fully deductible for income tax purposes.

On March 1, 2024, the Company acquired Sidekick Live Limited (“Sidekick”), for 4.6 million British pounds (“£”) (approximately $ 6 million) of which £ 3.6 million (approximately $ 5 million) was paid in cash, £ 0.1 million (approximately $ 0.2 million) was incurred as a certain payable to sellers, and £ 0.9 million (approximately $ 1 million) in 195,431 shares of Class A Common Stock. On February 12, 2025, the Company paid £0.3 million (approximately less than $0.3 million) to the sellers as a post-closing adjustment and for the settlement of a certain payable to sellers as noted above. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of £ 8.0 million (approximately $ 10 million), subject to continued employment requirements and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was mainly recorded as goodwill, which is primarily attributable to the assembled workforce of Sidekick and expected growth related to new customer relationships. Goodwill of $ 2.2 million was assigned to the Communications Network reportable segment. The goodwill is not fully deductible for income tax purposes.

4. Revenue

Disaggregated Revenue Data

The Company provides a broad range of services to a large base of clients across the full spectrum of verticals globally. The primary source of revenue is from Brand arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses. Certain clients may engage with the Company in various geographic locations, across multiple disciplines, and through multiple Brands. Representation of a client rarely means that Stagwell handles marketing communications for all Brands or product lines of the client in every geographical location. The Company’s Brands often cooperate with one another through referrals and the sharing of both services and expertise, which enables Stagwell to service clients’ varied marketing needs by crafting custom integrated solutions.

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In the first quarter of 2025, the Company reclassified a certain Brand from the Digital Transformation into the Performance Media and Data principal capability, to better align with our service offerings. Prior periods presented have been recast to reflect this change. The following table presents revenue disaggregated by our principal capabilities for the three and six months ended June 30, 2025 and 2024:


		Three Months Ended June 30,				Six Months Ended June 30,
Principal Capabilities	Reportable Segment	2025		2024		2025		2024
		(dollars in thousands)
Digital Transformation	All segments	$	125,947	$	125,342	$	242,413	$	241,101
Creativity and Communications	All segments	340,762		316,761		643,796		608,414
Performance Media and Data	Integrated Agencies Network and Brand Performance Network	112,368		116,541		222,185		273,561
Consumer Insights and Strategy	Integrated Agencies Network	49,655		47,717		98,546		93,486
Stagwell Marketing Cloud Group	All segments	78,086		64,807		151,618		124,665
		$	706,818	$	671,168	$	1,358,558	$	1,341,227

As of June 30, 2025, Stagwell’s Brands were located in the United States, the United Kingdom, and 33 other countries around the world. The Company continues to expand its global footprint to support clients in international markets. Historically, some clients have responded to weakening economic conditions with reductions to their marketing budgets, which included discretionary components that are easier to reduce in the short term than other operating expenses.

The following table presents revenue disaggregated by geography for the three and six months ended June 30, 2025 and 2024:


		Three Months Ended June 30,				Six Months Ended June 30,
Geographical Location	Reportable Segment	2025		2024		2025		2024
		(dollars in thousands)
United States	All	$	557,395	$	551,080	$	1,070,013	$	1,114,730
United Kingdom	All	38,051		40,515		75,935		78,276
Other	All	111,372		79,573		212,610		148,221
		$	706,818	$	671,168	$	1,358,558	$	1,341,227

Contract Assets and Liabilities

Contract assets consist of fees and reimbursable outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of providing services. In arrangements in which we are acting as principal, contract assets are included as a component of Accounts receivable on the Unaudited Consolidated Balance Sheets. These assets were $ 192.2 million and $ 135.9 million as of June 30, 2025 and December 31, 2024, respectively. In arrangements in which we are acting as agent, contract assets pertaining to reimbursable outside vendor costs are included on the Unaudited Consolidated Balance Sheets as Expenditures billable to clients. These assets were $ 150.2 million and $ 173.2 million as of June 30, 2025 and December 31, 2024, respectively.

Contract liabilities represent advanced billings to customers for fees and reimbursements of third-party costs, whether we act as principal or agent. Such fees and reimbursements of third-party costs are classified as Advance billings on the Company’s Unaudited Consolidated Balance Sheets. Advance billings at June 30, 2025 and December 31, 2024, were $ 339.6 million and $ 294.6 million, respectively. The change in Advance billings of $ 45.0 million for the six months ended June 30, 2025 was primarily driven by $ 231.1 million of revenue recognized that was included in the Advance billings balances as of December 31, 2024, the incurrence of third-party costs, and cash payments received or due in advance of satisfying our performance obligations. In arrangements in which we are acting as an agent, the revenue recognized related to the contract liability is presented on a net basis within the Unaudited Consolidated Statements of Operations.

Changes in the contract asset and liability balances during the six months ended June 30, 2025 were not materially impacted by acquisitions, write-offs, impairment losses or any other factors.

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Unsatisfied Performance Obligations

The majority of our contracts are for periods of one year or less. For those contracts with a term of more than one year, we had $ 174.7 million of unsatisfied performance obligations as of June 30, 2025, of which we expect to recognize approximately 48 % in 2025, 41 % in 2026, 9 % in 2027, 2% in 2028, and thereafter .

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5. Loss Per Share

The following table presents the computations of basic and diluted loss per common share for the three months ended June 30, 2025 (amounts in thousands, except per share amounts):


	Three Months Ended June 30,
	2025
Loss Per Share - Basic and Diluted
Numerator:
Net loss	$	( 4,634 )
Net income attributable to noncontrolling and redeemable noncontrolling interests	( 627 )
Net loss attributable to Stagwell Inc. common shareholders	$	( 5,261 )

Denominator:
Weighted Average number of common shares outstanding	260,774
Loss Per Share - Basic and Diluted	$	( 0.02 )


















Anti-dilutive:

Class A Shares to settle deferred acquisition obligations	8,428
Stock Appreciation Rights and Restricted Awards	3,151
Employee Stock Purchase Plan shares	63

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The following table presents the computations of basic and diluted loss per common share for the six months ended June 30, 2025 (amounts in thousands, except per share amounts):


	Six Months Ended June 30,
	2025
Loss Per Share - Basic
Numerator:
Net loss	$	( 9,959 )

Net loss attributable to Class C shareholders	6,637
Net income attributable to other equity interest holders	( 4,856 )
Net loss attributable to noncontrolling and redeemable noncontrolling interests	$	1,781

Net loss attributable to Stagwell Inc. common shareholders	$	( 8,178 )

Denominator:
Weighted Average number of common shares outstanding	186,843
Loss Per Share - Basic	$	( 0.04 )

Loss Per Share - Diluted
Numerator:
Net loss attributable to Stagwell Inc. common shareholders	$	( 8,178 )
Net loss attributable to Class C shareholders	( 6,637 )
	$	( 14,815 )

Denominator:
Basic - Weighted Average number of common shares outstanding	186,843
Dilutive shares:
Class C Shares	78,757



Diluted - Weighted average number of common shares outstanding	265,600

Loss Per Share - Diluted	$	( 0.06 )

Anti-dilutive:

Class A Shares to settle deferred acquisition obligations	7,503
Stock Appreciation Rights and Restricted Awards	4,812
Employee Stock Purchase Plan shares	60

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The following table presents the computations of basic and diluted loss per common share for the three months ended June 30, 2024 (amounts in thousands, except per share amounts):


	Three Months Ended June 30,
	2024
Loss Per Share - Basic and Diluted
Numerator:
Net loss	$	( 3,954 )

Net loss attributable to Class C shareholders	2,535
Net income attributable to other equity interest holders	( 1,546 )
Net loss attributable to noncontrolling and redeemable noncontrolling interests	989

Net loss attributable to Stagwell Inc. common shareholders	$	( 2,965 )

Denominator:
Weighted Average number of common shares outstanding	113,484
Loss Per Share - Basic	$	( 0.03 )

Anti-dilutive:
Class C Shares	151,649
Stock Appreciation Rights and Restricted Awards	4,177
Class A Shares to settle deferred acquisition obligations	2,810
Employee Stock Purchase Plan shares	39

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The following table presents the computations of basic and diluted loss per common share for the six months ended June 30, 2024 (amounts in thousands, except per share amounts):


	Six Months Ended June 30,
	2024
Loss Per Share - Basic and Diluted
Numerator:
Net loss	$	( 4,667 )

Net loss attributable to Class C shareholders	3,582
Net income attributable to other equity interest holders	( 3,162 )
Net loss attributable to noncontrolling and redeemable noncontrolling interests	420

Net loss attributable to Stagwell Inc. common shareholders	$	( 4,247 )

Denominator:
Weighted Average number of common shares outstanding	113,059
Loss Per Share - Basic	$	( 0.04 )

Anti-dilutive:
Class C Shares	151,649
Stock Appreciation Rights and Restricted Awards	3,641
Class A Shares to settle deferred acquisition obligations	2,851
Employee Stock Purchase Plan shares	39

Restricted stock awards of 4.8 million and 4.6 million as of June 30, 2025 and 2024, respectively, were excluded from the computation of diluted loss per common share because the performance contingencies necessary for vesting were not met as of the reporting date .

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6. Deferred Acquisition Consideration

Deferred acquisition consideration on the Unaudited Consolidated Balance Sheets consists of deferred obligations related to contingent purchase price payments and retention payments tied to continued employment of specific personnel. Arrangements that are not contingent upon future employment are initially measured at the acquisition date fair value and are remeasured at each reporting period within Office and general expenses on the Unaudited Consolidated Statements of Operations. Arrangements that are contingent upon future employment are expensed as earned over the respective vesting (employment) period within Office and general expenses on the Unaudited Consolidated Statements of Operations.

The following table presents changes in deferred acquisition consideration for the six months ended June 30, 2025 and the year ended December 31, 2024 and a reconciliation to the amounts reported on the Unaudited Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 :


	2025		2024
	(dollars in thousands)
Beginning balance	$	102,115	$	101,058
Payments (1)	( 16,103 )		( 67,895 )
Adjustments to deferred acquisition consideration (2)	3,437		23,005
Additions (3)	—		46,598
Currency translation adjustment	2,214		( 651 )

Ending balance (4)	$	91,663	$	102,115

(1) Includes deferred acquisition consideration payments settled in shares of Class A Common Stock of $ 18.2 million for the year ended December 31, 2024.

(2) Adjustments to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments and accretion of expense as awards are earned over the vesting period.

(3) Additions in 2024 of $ 46.6 million include $ 28.1 million related to the Company’s acquisitions (See Note 3 for further information). It also includes $ 17.0 million related to a reclassification from redeemable noncontrolling interest to deferred acquisition consideration in connection with the purchase of the remaining 40 % interest the Company did not previously own in a certain Brand.

(4) The deferred acquisition consideration as of June 30, 2025 and December 31, 2024 includes $ 40.0 million and $ 38.4 million, respectively, expected to be settled in shares of Class A Common Stock.

7. Leases

The Company leases office space in North America, Europe, Asia, South America, Middle East, Africa and Australia. These spaces are primarily used for office and administrative purposes by the Company’s employees in performing professional services. These leases are classified as operating leases and expire between years 2025 through 2036. The Company’s finance leases are immaterial.

Lease costs are recognized in the Unaudited Consolidated Statements of Operations over the lease term on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset.

Some of the Company’s leases include options to extend or renew the leases through 2044. The renewal and extension options are not included in the lease term as the Company is not reasonably certain that it will exercise its option.

From time to time, the Company enters into sublease arrangements with unrelated third parties. These subleases are classified as operating leases and expire between years 2025 and 2032. Sublease income is recognized over the lease term on a straight-line basis. Currently, the Company subleases office space in North America and Europe.

As of June 30, 2025, the Company had entered into two operating leases for which the commencement date had not yet occurred because the premises were being prepared for occupancy by the landlords. Accordingly, these two leases represent obligations of the Company that are not reflected within the Unaudited Consolidated Balance Sheets as of June 30, 2025. The aggregate future liabilities related to these leases were $ 1.2 million as of June 30, 2025.

The discount rate used for leases accounted for under the FASB’s Accounting Standards Codification 842 (“ASC 842”) is the Company’s collateralized credit adjusted borrowing rate.

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The following table presents lease costs and other quantitative information for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Lease Cost:	(dollars in thousands)
Operating lease cost	$	16,957	$	18,702	$	34,075	$	39,648
Variable lease cost	5,138		5,889		11,145		11,826
Sublease rental income	( 2,161 )		( 1,935 )		( 4,296 )		( 4,415 )
Total lease cost	$	19,934	$	22,656	$	40,924	$	47,059
Additional information:
Cash paid for amounts included in the measurement of lease liabilities for operating leases
Operating cash flows	$	19,982	$	22,159	$	40,167	$	43,819

Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments	$	20,116	$	7,171	$	21,636	$	13,138

As of June 30, 2025, the weighted average remaining lease term was 5.6 years, and the weighted average discount rate was 5.8 %.

Operating lease expense is included in Office and general expenses in the Unaudited Consolidated Statements of Operations. The Company’s lease expense for leases with a term of 12 months or less is immaterial.

The following table presents minimum future rental payments under the Company’s leases as of June 30, 2025 and their reconciliation to the corresponding lease liabilities:


	Maturity Analysis
	(dollars in thousands)
2025	$	33,812
2026	67,081
2027	59,647
2028	52,136
2029	47,038
Thereafter	81,440
Total	341,154
Less: Present value discount	( 52,810 )
Lease liability	$	288,344

8. Debt

The following tables present the Company’s indebtedness as reported on the Unaudited Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024:


	June 30, 2025		December 31, 2024
	(dollars in thousands)
Credit Agreement	$	377,000	$	264,000
5.625 % Notes	1,100,000		1,100,000
Debt issuance costs	( 12,758 )		( 10,376 )
Total long-term debt	$	1,464,242	$	1,353,624

Interest expense related to long-term debt included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2025 was $ 23.7 million and $ 46.4 million, respectively, and for the three and six months ended June 30, 2024 was $ 23.2 million and $ 43.5 million, respectively.

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The amortization of debt issuance costs included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2025 was $ 0.7 million and $ 1.4 million, respectively, and for the three and six months ended June 30, 2024 was $ 0.7 million and $ 1.4 million, respectively.

Revolving Credit Agreement

The Company is party to a senior secured revolving credit facility with a five-year maturity with a syndicate of banks (the “Credit Agreement”). On April 23, 2025, the Company entered into the Second Amended and Restated Credit Agreement, which increased the limit of borrowing from $ 640 million to $ 750 million and extended the maturity date from August 3, 2026 to April 30, 2030. The Company recorded deferred financing cost related to the amendment of $ 3.6 million, which was included in Long-term debt on the Unaudited Consolidated Balance Sheets.

The Credit Agreement contains a number of financial and non-financial covenants and is guaranteed by substantially all of our present and future subsidiaries, subject to customary exceptions. The Company was in compliance with all covenants as of June 30, 2025.

A portion of the Credit Agreement in an amount not to exceed $ 50.0 million is available for the issuance of standby letters of credit. As of June 30, 2025 and December 31, 2024, the Company had issued undrawn outstanding letters of credit of $ 15.3 million and $ 15.3 million, respectively.

Senior Notes

The Company had $ 1.1 billion aggregate principal amount of 5.625 % senior notes (“ 5.625 % Notes”) outstanding as of June 30, 2025. The 5.625 % Notes are due August 15, 2029, and bear annual interest of 5.625 % to be paid semiannually on February 15 and August 15 of each year.

The 5.625 % Notes are also subject to certain covenants, customary events of default, including cross-payment default and cross-acceleration provisions. The Company was in compliance with all covenants as of June 30, 2025.

9. Noncontrolling and Redeemable Noncontrolling Interests

When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase incremental ownership is within the Company’s control, the amounts are recorded as Noncontrolling interests within Shareholders’ Equity in the Unaudited Consolidated Balance Sheets. Where the incremental purchase may be required of the Company, the amounts are recorded as Redeemable noncontrolling interests in mezzanine equity in the Unaudited Consolidated Balance Sheets at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through Retained earnings (but not less than their initial redemption value), except for foreign currency translation adjustments.

The following table presents Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests between Class C shareholders and other equity interest holders for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(dollars in thousands)
Net loss attributable to Class C shareholders	$	—	$	( 2,535 )	$	( 6,637 )	$	( 3,582 )
Net income attributable to other equity interest holders	624		773		626		1,596
Net income (loss) attributable to noncontrolling interests	$	624	$	( 1,762 )	$	( 6,011 )	$	( 1,986 )
Net income attributable to redeemable noncontrolling interests	3		773		4,230		1,566
Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests	$	627	$	( 989 )	$	( 1,781 )	$	( 420 )

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The following table presents noncontrolling interests between Class C shareholders and other equity interest holders as of June 30, 2025 and December 31, 2024:


	June 30, 2025		December 31, 2024
	(dollars in thousands)
Noncontrolling interest of Class C shareholders (1)	$	—	$	423,428
Noncontrolling interest of other equity interest holders (2)	21,802		21,746
Total noncontrolling interests	$	21,802	$	445,174

(1) On April 4, 2025, Stagwell Media LP (“Stagwell Media”) exercised in full its right to exchange all of its 151,648,741 shares of Class C common stock, par value $0.00001 per share (“Class C Common Stock”) for an equal number of newly issued shares of Class A Common Stock (the “Class C Exchange”). Following the Class C Exchange, the Company no longer has any Noncontrolling interest of Class C shareholders as of June 30, 2025.

(2) In January 2024, the Company entered into an agreement to purchase the remaining noncontrolling ownership interest in a subsidiary it previously controlled, the consideration for which was a portion of the subsidiary that was transferred to the noncontrolling interest owner. The non-cash purchase resulted in a reduction of the subsidiary noncontrolling interest by approximately $ 10.2 million.

The following table presents changes in redeemable noncontrolling interests for the six months ended June 30, 2025 and year ended December 31, 2024:


	June 30, 2025		December 31, 2024
	(dollars in thousands)
Beginning balance	$	8,412	$	10,792
Redemptions (1)	—		( 17,039 )
Additions	—		1,127
Distributions	( 1,721 )		( 2,880 )
Changes in redemption value (2)	( 1,360 )		13,363
Net income attributable to redeemable noncontrolling interests	4,230		3,005
Currency translation adjustment	( 313 )		44
Ending balance	$	9,248	$	8,412

(1) Redemptions for the year ended December 31, 2024 was associated with redeemable noncontrolling interest of a certain brand we did not previously own. The amount was reclassified as a deferred acquisition contingent obligation (see Note 6).

(2) Changes in redemption value are the fair value changes from the acquisition date redemption value based on the options held by the minority interest holders, adjusted through Retained earnings.

The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts between 2025 and 2031. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.

These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. As such, there is no related impact on the Company’s earnings (loss) per share calculations for the three and six months ended June 30, 2025 and 2024.

10. Commitments, Contingencies, and Guarantees

Legal Proceedings. The Company’s operating entities are involved in legal proceedings and regulatory inquiries of various types. While any litigation or investigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition and results of operations of the Company.

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Guarantees . Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying Unaudited Consolidated Financial Statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable.

Commitments. In the ordinary course of business, the Company enters into certain commitments. The following details the significant commitments of the Company at June 30, 2025:

The Company had $ 15.3 million of undrawn letters of credit outstanding. See Note 8 of the Notes included herein for additional information.

The Company entered into two operating leases for which the commencement date has not yet occurred. See Note 7 of the Notes included herein for additional information.

The Company enters into long-term, non-cancellable contracts with partner associations that include revenue or profit-sharing commitments related to the provision of its services. These contracts may also include provisions that require the partner associations to meet certain performance targets prior to any obligation to the Company. At June 30, 2025, the Company estimates its future minimum commitments under these non-cancellable agreements to be $ 5.0 million for the remainder of 2025, $ 5.1 million, $ 4.0 million, $ 3.0 million, $ 2.8 million and $ 1.0 million for 2026, 2027, 2028, 2029 and 2030, respectively.

The Company is party to a long-term, non-cancellable contract with a certain vendor for cloud services that requires the Company to commit to minimum spending over the contract term. At June 30, 2025, the Company estimates its future minimum commitments under this agreement to be $ 7.9 million for the remainder of 2025 and $ 8.7 million, $ 10.4 million, $ 12.7 million and $ 15.3 million for 2026, 2027, 2028 and 2029, respectively.

The Company is party to a long-term, non-cancellable contract with a certain vendor for a software license agreement that requires the Company to commit to minimum spending over the contract term. At June 30, 2025, the Company estimates its future minimum commitments under this agreement to be $ 7.2 million for the remainder of 2025 and $ 28.5 million and $ 21.8 million for 2026 and 2027, respectively.

11. Share Capital

The authorized and outstanding share capital of the Company is below.

Class A Common Stock

There are 1.0 billion shares of Class A Common Stock authorized, of which 261.2 million shares were issued and outstanding as of June 30, 2025. Each share of Class A Common Stock carries one vote and represents an economic interest in the Company.

Class C Common Stock

On April 4, 2025, Stagwell Media exercised in full its right to exchange all of its 151,648,741 shares of Class C Common Stock for an equal number of newly issued shares of Class A Common Stock. Following the Class C Exchange, the Company no longer has any shares of Class C Common Stock outstanding as of June 30, 2025.

Class A Common Stock Repurchases

The Company may repurchase up to an aggregate of $ 375 million of shares of our outstanding Class A Common Stock under its stock repurchase program (the “Repurchase Program”). The Repurchase Program will expire on November 6, 2027.

Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices, including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Exchange Act, as amended, in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified, or discontinued at any time without prior notice. Our Board of Directors will review the Repurchase Program periodically and may authorize adjustments of its terms.

During the six months ended June 30, 2025, 10.6 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $ 5.05 per share, for an aggregate value, excluding fees, of $ 53.3 million.

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The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $ 116.4 million as of June 30, 2025.

12. Fair Value Measurements

A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The hierarchy for observable and unobservable inputs used to measure fair value into three broad levels are described below:

• Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

• Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

• Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Financial Instruments that are not Measured at Fair Value on a Recurring Basis

The following table presents certain information for our financial liability that is not measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:


	June 30, 2025				December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(dollars in thousands)
5.625% Notes	$	1,100,000	$	1,054,394	$	1,100,000	$	1,048,311

The fair value of this instrument is based on quoted market prices in markets that are not active. Therefore, this debt is classified as Level 2 within the fair value hierarchy.

Financial Instruments Measured at Fair Value on a Recurring Basis

Contingent deferred acquisition consideration (Level 3 fair value measurement) is initially recorded at the acquisition date fair value and adjusted at each reporting period. The estimated liability is determined in accordance with models of each business’ future performance, including revenue growth and free cash flows. These models are dependent upon significant assumptions, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and the discount rate. These growth rates are consistent with the Company’s long-term forecasts. As of June 30, 2025, the discount rate used to measure these liabilities ranged from 4.7 % to 7.9 %.

As these estimates require the use of assumptions about future performance, which are uncertain at the time of estimation, the fair value measurements presented on the Unaudited Consolidated Balance Sheets are subject to uncertainty.

See Note 6 of the Notes included herein for additional information regarding contingent deferred acquisition consideration.

As of June 30, 2025, and December 31, 2024, the carrying amount of the Company’s financial instruments, including cash, cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity.

Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

Certain non-financial assets are measured at fair value on a nonrecurring basis, primarily goodwill, intangible assets (Level 3 fair value measurements) and right-of-use lease assets (Level 2 fair value measurement). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment.

See Note 7 of the Notes included herein for additional information on right-of-use lease assets.

13. Supplemental Information

Stock-Based Awards

Stock-based compensation recognized for awards authorized under the Company’s employee stock incentive plans during the three and six months ended June 30, 2025 was $ 11.7 million and $ 23.4 million, respectively, and $ 6.3 million and $ 19.1 million during the three and six months ended June 30, 2024, respectively. This was included as a component of stock-based compensation in Office and general expenses and Cost of services within the Unaudited Consolidated Statements of Operations.

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Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The profits interests awards generally provide the employee with the right, but not the obligation, to sell their profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution. The profits interests awards are primarily settled in cash, with certain awards having stock-settlement provisions at the Company’s discretion. The corresponding liability associated with these profits interests awards was $ 21.4 million and $ 18.5 million as of June 30, 2025 and December 31, 2024, respectively, and was included as a component of Accruals and other liabilities and Other Liabilities on the Unaudited Consolidated Balance Sheets. The change in the fair value of these awards resulted in an increase in stock-based compensation for the three and six months ended June 30, 2025 of $ 8.3 million and $ 8.0 million, respectively. The change in the fair value of these awards resulted in a decrease in stock-based compensation for the three and six months ended June 30, 2024 of $ 2.7 million and $ 1.0 million, respectively. This was included as a component of stock-based compensation in Cost of services within the Unaudited Consolidated Statements of Operations.

Transfer of Accounts Receivable

The Company transfers certain of its trade receivable assets to third parties under certain agreements. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer.

The trade receivables transferred to the third parties were $ 114.3 million and $ 243.5 million for the three and six months ended June 30, 2025, respectively, and $ 72.0 million and $ 141.7 million for the three and six months ended June 30, 2024, respectively. The amount collected and due to the third parties under these arrangements was $ 8.6 million as of June 30, 2025 and $ 19.5 million as of December 31, 2024. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled $ 1.3 million and $ 2.8 million for the three and six months ended June 30, 2025, respectively, and $ 1.0 million and $ 1.9 million for the three and six months ended June 30, 2024, respectively .

14. Income Taxes

Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in interim periods.

The Company had an income tax expense for the three months ended June 30, 2025 of $ 2.7 million (on a pre-tax loss of $ 2.0 million resulting in an effective tax rate of ( 134.9 )%) primarily due to the tax benefit of the small pre-tax loss being more than offset by the current losses subject to valuation allowance, withholding taxes recorded in the period, and a shortfall in deductions for share based compensation expense vested during the period.

The Company had an income tax expense for the six months ended June 30, 2025 of $ 4.4 million (on a pre-tax loss of $ 5.6 million resulting in an effective tax rate of ( 78.7 )%) primarily due to the tax benefit of the pre-tax loss being more than offset by the current losses subject to valuation allowance, withholding taxes recorded in the period, and a shortfall in deductions for share based compensation expense vested during the period.

The Company had income tax expense for the three months ended June 30, 2024 of $ 1.2 million (on pre-tax loss of $ 2.8 million resulting in an effective tax rate of ( 41.8 )%) primarily due to the tax benefit of the small pre-tax loss and a small windfall in deductions for share based compensation expense vested during the period, being more than offset by the current losses subject to valuation allowance.

The Company had income tax expense for the six months ended June 30, 2024 of $ 3.8 million (on pre-tax loss of $ 1.4 million resulting in an effective tax rate of ( 263.3 )%) primarily due to the tax benefit of the nominal pre-tax profit being more than offset by the current losses subject to valuation allowance and a shortfall in deductions for share based compensation expense vested during the period.

Subsequent to the end of the second quarter of 2025, on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted by the U.S. government. OBBBA amends U.S. tax law including provision related to bonus depreciation, research and development, and interest deduction limitations. The Company is evaluating the impact of the OBBBA on its consolidated financial statements. We do not expect the OBBBA to have a material impact on our estimated annual effective tax rate in 2025.

The OECD (Organisation for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar 2) that has been agreed upon in principle by over 140 countries. Many countries have taken steps to incorporate Pillar 2 model rule concepts into their domestic laws. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar 2. Accordingly, we have included an estimate of the impact of Pillar 2 in our estimated annual effective tax rate and continue to evaluate the potential consequences of Pillar 2 on our longer-term financial position.

On June 28, 2025, The U.S. Treasury Department announced that an understanding of accepted principles had been reached with other members of the G-7 that would implement a “side-by-side” system that would fully exclude U.S. parented

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groups from the Income Inclusion Rule (“IIR”) and Undertaxed Profits Rule (“UTPR”) in respect of both their domestic and foreign profits in recognition of the existing U.S. minimum tax rules to which such U.S. parented groups are subject. If this understanding is implemented for some or all jurisdictions that have enacted Pillar 2 rules, we will update our estimate of the impact of Pillar 2 in our estimated annual effective tax rate

Although it is reasonably possible that a change in the balance of unrecognized tax benefits may occur within the next 12 months, based on the information currently available, we do not expect any change to be material to our unaudited consolidated financial statements.

Tax Receivables Agreement

In connection with the TRA, the Company is required to make cash payments to Stagwell Media equal to 85% of certain U.S. federal, state and local income tax or franchise tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) increases in the tax basis of OpCo’s assets resulting from exchanges of Paired Units (defined in Note 11) for shares of Class A Common Stock or cash, as applicable, and (ii) certain other tax benefits related to us making payments under the TRA. The TRA liability is an estimate and actual amounts payable under the TRA could differ from this estimate.

Effective April 4, 2025, all Paired Units were exchanged for Class A Shares in the Class C Exchange (see Note 11). As a result of the Class C Exchange, the Company recorded an increase to deferred tax asset of $204.7 million and an increase to TRA liability of $200.1 million. As of June 30, 2025, the Company has recorded a TRA liability of $ 225.7 million, and an associated deferred tax asset, net of amortization, of $ 259.2 million, in connection with the exchange of Paired Units and the projected obligations under the TRA.

15. Related Party Transactions

In the ordinary course of business, the Company enters into transactions with related parties, including its affiliates. The transactions may range in the nature and value of services underlying the arrangements. The following table presents significant related party transactions where a related party received services from the Company:


		Revenue								Due From Related Party
		Three Months Ended June 30,				Six Months Ended June 30,				June 30, 2025		December 31, 2024
Services		2025		2024		2025		2024
	(dollars in thousands)
Marketing and advertising services (1)		$	—	$	831	$	—	$	941	$	—	$	—
Marketing and website development services (2)		689		514		1,452		1,269		361		601
Polling services (3)		130		363		130		823		—		192
Polling and public relation services (4)		161		194		267		298		6		55
Marketing and advertising services (5)		1,261		341		1,884		341		—		—
Total		$	2,241	$	2,243	$	3,733	$	3,672	$	367	$	848

(1) Brands’ partners and executives either hold a key leadership position in or are on the board of directors of the client.

(2) A member of the Company’s Board is the managing director of a client.

(3) A family member of the Company’s Chief Executive Officer holds a key leadership position in the client.

(4) A family member of the Company’s President holds a key leadership position in the client.

(5) Founder of the client has significant interest in the Company.

In 2022, the Company made loans to three employees of a subsidiary each in the amount of $ 0.9 million, together with interest on the unpaid principal balance at a fixed interest rate equal to 3.5 % per annum, compounding quarterly. The cash from the loan was used by the employees to purchase the noncontrolling interest of 13.3% in TMA Direct. As of June 30, 2025, and December 31, 2024, $ 2.7 million and $ 2.7 million, respectively, was due from the related parties and included in Other current assets and Other assets, respectively, on the Unaudited Consolidated Balance Sheets.

16. Segment Information

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allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics. All segments follow the same basis of presentation and accounting policies as those described throughout the Notes included herein.

The CODM uses Adjusted EBITDA as a key metric, to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions. Adjusted EBITDA is defined as Net income excluding non-operating income or expense to achieve operating income, plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items. Other items primarily includes restructuring, certain system implementation and acquisition-related expenses.

The Company has three reportable segments as follows: “Integrated Agencies Network,” “Brand Performance Network,” and the “Communications Network.” The composition of these segments are as follows:

• The Integrated Agencies Network includes five operating segments: the Anomaly Alliance, Constellation, the Doner Partner Network, Code and Theory Network, and National Research Group. The operating segments offer an array of complementary services spanning our core capabilities of Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, Stagwell Marketing Cloud Group and Creativity & Communications. The Brands included in the operating segments that comprise the Integrated Agencies Network reportable segment includes: Anomaly Alliance (Anomaly, What’s Next Partners), Constellation (72andSunny, Crispin LLC, Colle McVoy, Hunter, Redscout, Team Enterprises, Harris Insights, Movers and Shakers, Team Epiphany and Jetfuel), the Doner Partner Network (Doner, KWT Global, Harris X, Veritas, Doner North and Yamamoto), Code and Theory Network (Code and Theory, Instrument, Left Field Labs and Create), and National Research Group.

These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of clients and the methods used to provide services; and (iii) the extent to which they may be impacted by global economic and geopolitical risks. In addition, these operating segments may occasionally compete with each other for new business or have business move between them.

• The Brand Performance Network (“BPN”) comprises a single operating segment. BPN includes a unified media and data management structure with omnichannel media placement, creative media consulting, influencer and business-to-business marketing capabilities. Our Brands in this segment aim to provide scaled creative performance through developing and executing sophisticated omnichannel campaign strategies leveraging significant amounts of consumer data. BPN’s Brands provide media solutions such as audience analysis, media planning, and buying across a range of digital and traditional platforms (out-of-home, paid search, social media, lead generation, programmatic, television, broadcast, among others) and includes multichannel Brands Assembly, CPB International, Stagwell Production, Vitro, Forsman & Bodenfors, Goodstuff, Bruce Mau, ADK, digital creative & transformation consultancy Gale, B2B specialist Multiview, CX specialists Kenna, and travel media experts Ink.

• The Communications Network reportable segment comprises a single operating segment, our specialist network that provides advocacy, strategic corporate communications, investor relations, public relations, online fundraising and other services to both corporations and political and advocacy organizations and includes Allison, SKDK, Targeted Victory, and Consulum.

The Company combines and discloses operating segments that do not meet the aggregation criteria and includes the elimination of certain intercompany services and revenue, within “All Other.” All Other consists of the Company’s “software as a service” (“SaaS”) and “data as a service” (“DaaS”) technology tools.

The Company reports corporate expenses as “Corporate.” Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments. These office and general expenses include (i) salaries and related expenses for corporate office employees, including employees dedicated to supporting the operating segments, (ii) occupancy expenses relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, and (iv) certain other professional fees managed by the corporate office.

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	Three Months Ended June 30, 2025
	Integrated Agencies Network		Brand Performance Network		Communications Network		Total
	(dollars in thousands)
Revenue (1)	$	406,190	$	170,099	$	106,128	$	682,417

Billable costs	61,302		15,231		31,786		108,319
Staff costs	205,975		100,260		44,812		351,047
Administrative costs	34,094		25,584		9,550		69,228
Unbillable and other costs *	27,309		13,443		625		41,377
Adjusted EBITDA	77,510		15,581		19,355		112,446

Adjusted EBITDA - All Other							( 6,945 )
Adjusted EBITDA - Corporate							( 12,646 )
Total Consolidated Adjusted EBITDA							92,855

Stock-based compensation							19,954
Depreciation and amortization							41,369
Deferred acquisition consideration							( 3,220 )

Other items, net							11,580
Operating Income							23,172
Other income (expenses):
Interest expense, net							( 23,455 )
Foreign exchange, net							( 1,338 )

Other, net							( 360 )
							( 25,153 )
Loss before income taxes and equity in earnings of non-consolidated affiliates							( 1,981 )
Income tax expense							2,673
Loss before equity in earnings of non-consolidated affiliates							( 4,654 )
Equity in income of non-consolidated affiliates							20
Net loss							( 4,634 )
Net income attributable to noncontrolling and redeemable noncontrolling interests							( 627 )
Net loss attributable to Stagwell Inc. common shareholders							$	( 5,261 )

(1) Total consolidated revenue of $ 706,818 also includes revenue of $ 24,401 associated with operating segments that do not meet the aggregation criteria and elimination of certain intercompany service and revenue.

*For each reportable segment, Unbillable and other costs includes costs to fulfill customer contract requirements such as research and subscription related costs, audience measurement, data and analytics, and panels and survey costs; and also includes travel related expenses associated with contract fulfillment.

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	Six Months Ended June 30, 2025
	Integrated Agencies Network		Brand Performance Network		Communications Network		Total
	(dollars in thousands)
Revenue (1)	$	783,544	$	332,317	$	193,756	$	1,309,617

Billable costs	112,862		30,591		52,416		195,869
Staff costs	405,857		196,710		89,389		691,956
Administrative costs	65,738		48,991		19,724		134,453
Unbillable and other costs *	44,408		28,901		1,115		74,424
Adjusted EBITDA	154,679		27,124		31,112		212,915

Adjusted EBITDA - All Other							( 13,275 )
Adjusted EBITDA - Corporate							( 26,203 )
Total Consolidated Adjusted EBITDA							173,437

Stock-based compensation							31,497
Depreciation and amortization							83,375
Deferred acquisition consideration							3,437

Other items, net							13,671
Operating Income							41,457
Other income (expenses):
Interest expense, net							( 46,811 )
Foreign exchange, net							( 118 )

Other, net							( 111 )
							( 47,040 )
Loss before income taxes and equity in earnings of non-consolidated affiliates							( 5,583 )
Income tax expense							4,395
Loss before equity in earnings of non-consolidated affiliates							( 9,978 )
Equity in income of non-consolidated affiliates							19
Net loss							( 9,959 )
Net loss attributable to noncontrolling and redeemable noncontrolling interests							1,781
Net loss attributable to Stagwell Inc. common shareholders							$	( 8,178 )

(1) Total consolidated revenue of $ 1,358,558 also includes revenue of $ 48,941 associated with operating segments that do not meet the aggregation criteria and elimination of certain intercompany service and revenue.

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	Three Months Ended June 30, 2024
	Integrated Agencies Network		Brand Performance Network		Communications Network		Total
	(dollars in thousands)
Revenue (1)	$	385,133	$	177,245	$	105,570	$	667,948

Billable costs	63,263		20,137		33,177		116,577
Staff costs	195,193		99,264		41,131		335,588
Administrative costs	33,902		24,525		8,379		66,806
Unbillable and other costs *	24,780		15,613		710		41,103
Adjusted EBITDA	67,995		17,706		22,173		107,874

Adjusted EBITDA - All Other							( 3,149 )
Adjusted EBITDA - Corporate							( 18,622 )
Total Consolidated Adjusted EBITDA							86,103

Stock-based compensation							5,875
Depreciation and amortization							42,001
Deferred acquisition consideration							7,236
Impairment and other losses							215
Other items, net							8,869
Operating Income							21,907

Interest expense, net							( 23,533 )
Foreign exchange, net							( 1,355 )

Other, net							193
							( 24,695 )
Loss before income taxes and equity in earnings of non-consolidated affiliates							( 2,788 )
Income tax expense							1,165
Loss before equity in earnings of non-consolidated affiliates							( 3,953 )
Equity in loss of non-consolidated affiliates							( 1 )
Net loss							( 3,954 )
Net loss attributable to noncontrolling and redeemable noncontrolling interests							989
Net loss attributable to Stagwell Inc. common shareholders							$	( 2,965 )

(1) Total consolidated revenue of $ 671,168 also includes revenue of $ 3,220 associated with operating segments that do not meet the aggregation criteria and elimination of certain intercompany service and revenue.

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	Six Months Ended June 30, 2024
	Integrated Agencies Network		Brand Performance Network		Communications Network		Total
	(dollars in thousands)
Revenue (1)	$	737,852	$	391,207	$	199,316	$	1,328,375

Billable costs	123,210		71,537		59,435		254,182
Staff costs	381,727		197,695		80,395		659,817
Administrative costs	64,504		46,596		17,083		128,183
Unbillable and other costs *	40,308		30,179		846		71,333
Adjusted EBITDA	128,103		45,200		41,557		214,860

Adjusted EBITDA - All Other							( 7,135 )
Adjusted EBITDA - Corporate							( 31,306 )
Total Consolidated Adjusted EBITDA							176,419

Stock-based compensation							21,991
Depreciation and amortization							76,837
Deferred acquisition consideration							7,390
Impairment and other losses							1,715
Other items, net							20,725
Operating Income							47,761
Other income (expenses):
Interest expense, net							( 44,498 )
Foreign exchange, net							( 3,613 )

Other, net							( 1,074 )
							( 49,185 )
Loss before income taxes and equity in earnings of non-consolidated affiliates							( 1,424 )
Income tax expense							3,750
Loss before equity in earnings of non-consolidated affiliates							( 5,174 )
Equity in income of non-consolidated affiliates							507
Net loss							( 4,667 )
Net loss attributable to noncontrolling and redeemable noncontrolling interests							420
Net loss attributable to Stagwell Inc. common shareholders							$	( 4,247 )

(1) Total consolidated revenue of $ 1,341,227 also includes revenue of $ 12,852 associated with operating segments that do not meet the aggregation criteria and elimination of certain intercompany service and revenue.

The Company’s long-lived assets (i.e., Right-of-use lease assets-operating leases and Fixed asset, net) was $ 285.0 million ($ 214.9 million in the United States and $ 70.1 million in all other countries) as of June 30, 2025 and $ 292.1 million ($ 231.9 million in the United States and $ 60.2 million in all other countries) as of December 31, 2024.

The Company’s CODM does not use segment assets to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed.

See Note 4 of the Notes included herein for a summary of the Company’s revenue by geographic region for the three and six months ended June 30, 2025 and 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Th e following discussion and analysis are based on and should be read in conjunction with our Unaudited Consolidated Financial Statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”). The following discussion and analysis contain forward-looking statements and should be read in conjunction with the disclosures and information contained and referenced under the captions “Forward-Looking Statements” and “Risk Factors” in this Form 10-Q. The following discussion and analysis also include a discussion of certain non-GAAP financial measures. A description of the non-GAAP financial measures discussed in this section and reconciliations to the comparable GAAP measures are below.

In this section, the terms “Stagwell,” “we,” “us,” “our” and the “Company” refer to Stagwell Inc. and its direct and indirect subsidiaries. References to a “fiscal year” mean the Company’s year commencing on January 1 of that year and ending December 31 of that year (e.g., fiscal 2025 means the period beginning January 1, 2025, and ending December 31, 2025).

Executive Summary

Overview

Stagwell conducts its business through its networks, which provide marketing and business solutions that realize the potential of combining data and creativity. Stagwell’s strategy is to build, grow, and acquire market-leading businesses that deliver the modern suite of services that marketers need to thrive in a rapidly evolving business environment. We believe Stagwell’s differentiation lies in its creative roots and proven entrepreneurial leaders, which together with innovations in technology and data, bring transformational marketing, activation, communications and strategic consulting services to clients. Stagwell leverages its range of services in an integrated manner, offering strategic, creative and innovative solutions that are technologically forward and media-agnostic. The Company’s strategy is intended to challenge the industry status quo, realize returns on investment, and drive transformative growth and business performance for its clients and stakeholders.

Stagwell manages its business by monitoring several financial and non-financial performance indicators. The key indicators that we focus on are revenue, operating expenses, capital expenditures, net income (loss), net income (loss) attributable to Stagwell Inc. common shareholders, net income (loss) per share and the non-GAAP financial measures described below. Revenue growth is analyzed by reviewing a mix of measurements, including (i) growth by major geographic location, (ii) growth from existing clients and the addition of new clients, (iii) growth by principal capability, (iv) growth from currency changes, and (v) growth from acquisitions. In addition to monitoring the foregoing financial indicators, the Company assesses and monitors several non-financial performance indicators relating to the business performance of our networks. These indicators may include a network’s recent new client win/loss record; the depth and scope of a pipeline of potential new client account activity; the overall quality of the services provided to clients; and the relative strength of the network’s next generation team that is in place as part of a potential succession plan to succeed the current senior executive team.

Significant Factors Affecting our Business and Results of Operations

The most significant factors affecting our business and results of operations include national, regional, and local economic conditions, our clients’ profitability, mergers and acquisitions of our clients, changes in top management of our clients and our ability to retain and attract key employees. New business wins and client losses occur due to a variety of factors. We believe the two most significant factors are (i) our clients’ desire to change marketing communication firms, and (ii) the digital and data-driven products that our portfolio of marketing services firms, which we refer to as “Brands,” offer. A client may choose to change marketing communication firms for several reasons, such as a change in leadership where new management wants to retain a Brand that it may have previously worked with. In addition, if the client is merged or acquired by another company, the marketing communication firm is often changed. Clients also change firms as a result of the firm’s failure to meet marketing performance targets or other expectations in client service delivery.

Seasonality

Historically, we typically generate the highest quarterly revenue during the fourth quarter of each year. In addition, within our Communications Network, client concentration increases during election years due to the cyclical nature of our advocacy Brands. The highest volumes of retail related consumer marketing increase with the back-to-school season through the end of the holiday season.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). In addition, the Company has included non-GAAP financial measures and ratios, which management uses to

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operate the business, which it believes provide useful supplemental information to both management and readers of this report in making period-to-period comparisons in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by GAAP and should not be construed as an alternative to other titled measures determined in accordance with GAAP. The non-GAAP financial measures included are “net revenue,” “organic net revenue growth (decline),” “Adjusted EBITDA,” and “Adjusted Diluted EPS.”

“Net revenue” refers to revenue excluding billable costs. The Company believes billable costs and their fluctuations are not indicative of the operating performance of its underlying business.

“Organic net revenue growth (decline)” reflects the year-over-year change in the Company’s reported net revenue attributable to the Company’s management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company’s reported net revenue.

The net impact of acquisitions (divestitures) reflects the year-over-year change in the Company’s reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. We calculate impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity’s prior year net revenue for the same period during which we owned it in the current year as impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present the entity’s prior year net revenue for the period during which we did not own the entity in the prior year as impact of the acquisition in the current year. We calculate impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity’s prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity’s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations.

The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates.

“Adjusted EBITDA” is defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense to achieve operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items. Other items primarily includes restructuring, certain system implementation and acquisition-related expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating Income (Loss), as Net Income (Loss) is not a relevant reportable segment financial metric.

“Adjusted Diluted EPS” is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income (loss) attributable to Class C shareholders, excluding the impact of amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), based on total consolidated amounts, then allocated to Stagwell Inc. common shareholders and Class C shareholders, based on their respective income allocation percentage using a normalized effective income tax rate divided by (ii) (a) the weighted average number of common shares outstanding plus (b) the weighted average number of outstanding shares of Class C Common Stock. The diluted weighted average shares outstanding include shares of Class C Common Stock as if converted to shares of Class A Common Stock to calculate Adjusted Diluted EPS.

All amounts are in U.S. dollars unless otherwise stated. Amounts reported in millions herein are computed based on the amounts in thousands. As a result, the sum of the components, and related calculations, reported in millions may not equal the total amounts due to rounding.

The percentage changes included in the tables in Item 2 herein that are not considered meaningful are presented as “NM.”

Segments

The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Mark Penn, Chief Executive Officer and Chairman, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics. All segments follow the same basis of presentation and accounting policies as those described throughout the Notes included herein.

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The CODM uses Adjusted EBITDA (as defined above) as a key metric, to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions.

The Company has three reportable segments as follows: “Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.” The composition of these segments are as follows:

• The Integrated Agencies Network includes five operating segments: the Anomaly Alliance, Constellation, the Doner Partner Network, Code and Theory Network, and National Research Group. The operating segments offer an array of complementary services spanning our core capabilities of Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, Stagwell Marketing Cloud Group and Creativity & Communications. The Brands included in the operating segments that comprise the Integrated Agencies Network reportable segment includes: Anomaly Alliance (Anomaly, What’s Next Partners), Constellation (72andSunny, Crispin LLC, Colle McVoy, Hunter, Redscout, Team Enterprises, Harris Insights, Movers and Shakers, Team Epiphany, and Jetfuel), the Doner Partner Network (Doner, KWT Global, Harris X, Veritas, Doner North, and Yamamoto), Code and Theory Network (Code and Theory, Instrument, Left Field Labs, and Create), and National Research Group.

The following discussion focuses on the operating performance of the Company for the three and six months ended June 30, 2025 and 2024 and the financial condition of the Company as of June 30, 2025.

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Results of Operations:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(dollars in thousands)
Revenue:
Integrated Agencies Network	$	406,190	$	385,133	$	783,544	$	737,852
Brand Performance Network	170,099		177,245		332,317		391,207
Communications Network	106,128		105,570		193,756		199,316
All Other	24,401		3,220		48,941		12,852
Total Revenue	$	706,818	$	671,168	$	1,358,558	$	1,341,227

Operating Income	$	23,172	$	21,907	$	41,457	$	47,761

Other Income (Expenses):
Interest expense, net	$	(23,455)	$	(23,533)	$	(46,811)	$	(44,498)
Foreign exchange, net	(1,338)		(1,355)		(118)		(3,613)

Other, net	(360)		193		(111)		(1,074)
Loss before income taxes and equity in earnings of non-consolidated affiliates	(1,981)		(2,788)		(5,583)		(1,424)
Income tax expense	2,673		1,165		4,395		3,750
Loss before equity in earnings of non-consolidated affiliates	(4,654)		(3,953)		(9,978)		(5,174)
Equity in income (loss) of non-consolidated affiliates	20		(1)		19		507
Net loss	(4,634)		(3,954)		(9,959)		(4,667)
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests	(627)		989		1,781		420
Net loss attributable to Stagwell Inc. common shareholders	$	(5,261)	$	(2,965)	$	(8,178)	$	(4,247)

Reconciliation to Adjusted EBITDA:
Net loss attributable to Stagwell Inc. common shareholders	$	(5,261)	$	(2,965)	$	(8,178)	$	(4,247)
Non-operating items (1)	28,433		24,872		49,635		52,008
Operating income	23,172		21,907		41,457		47,761
Depreciation and amortization	41,369		42,001		83,375		76,837
Impairment and other losses	—		215		—		1,715
Stock-based compensation	19,954		5,875		31,497		21,991
Deferred acquisition consideration	(3,220)		7,236		3,437		7,390
Other items, net	11,580		8,869		13,671		20,725
Adjusted EBITDA	$	92,855	$	86,103	$	173,437	$	176,419

(1) Non-operating items includes items within the Statements of Operations, below Operating Income, and above Net income (loss) attributable to Stagwell Inc. common shareholders.

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THREE MONTHS ENDED JUNE 30, 2025 COMPARED TO THREE MONTHS ENDED JUNE 30, 2024

Consolidated Results of Operations

The components of operating results for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


	Three Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Revenue	$	706,818	$	671,168	$	35,650	5.3	%
Operating Expenses
Cost of services	459,216		438,912		20,304		4.6	%
Office and general expenses	183,061		168,133		14,928		8.9	%
Depreciation and amortization	41,369		42,001		(632)		(1.5)	%
Impairment and other losses	—		215		(215)		(100.0)	%
	$	683,646	$	649,261	$	34,385	5.3	%
Operating Income	$	23,172	$	21,907	$	1,265	5.8	%


	Three Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Net Revenue	$	598,129	$	554,392	$	43,737	7.9	%
Billable costs	108,689		116,776		(8,087)		(6.9)	%
Revenue	706,818		671,168		35,650		5.3	%

Billable costs	108,689		116,776		(8,087)		(6.9)	%
Staff costs	381,270		355,349		25,921		7.3	%
Administrative costs	75,874		69,534		6,340		9.1	%
Unbillable and other costs, net	48,130		43,406		4,724		10.9	%
Adjusted EBITDA	92,855		86,103		6,752		7.8	%
Stock-based compensation	19,954		5,875		14,079		239.6	%
Depreciation and amortization	41,369		42,001		(632)		(1.5)	%
Deferred acquisition consideration	(3,220)		7,236		(10,456)		NM
Impairment and other losses	—		215		(215)		(100.0)	%
Other items, net	11,580		8,869		2,711		30.6	%
Operating Income (1)	$	23,172	$	21,907	$	1,265	5.8	%

(1) See the Results of Operations section above for a reconciliation of Operating Income to Net income (loss) attributable to Stagwell Inc. common shareholders.

Revenue

Revenue for the three months ended June 30, 2025 was $706.8 million, compared to $671.2 million for the three months ended June 30, 2024, an increase of $35.7 million.

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Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


		Net Revenue - Components of Change					Change
	Three Months Ended June 30, 2024	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended June 30, 2025	Organic	Total
	(dollars in thousands)
Integrated Agencies Network	$321,870	$744	$9,037	$13,237	$23,018	$344,888	4.1%	7.2%
Brand Performance Network	157,108	2,289	142	(4,671)	(2,240)	154,868	(3.0)%	(1.4)%
Communications Network	72,393	144	10,855	(9,050)	1,949	74,342	(12.5)%	2.7%
All Other	3,021	74	17,118	3,818	21,010	24,031	126.4%	695.5%
	$554,392	$3,251	$37,152	$3,334	$43,737	$598,129	0.6%	7.9%
Component % change		0.6%	6.7%	0.6%	7.9%

For the three months ended June 30, 2025, organic net revenue increased $3.3 million, or 0.6%. The increase was primarily attributable to new wins and increased spending by clients in the automotive and retail sectors, partially offset by losses and a decrease in client spending due to budget cuts in the consumer products sectors. The increase in net acquisitions (divestitures) was impacted by the acquisitions of JetFuel Studio LLC and Powered by JetFuel LLC (“Jetfuel”), Create Group Holding Limited (“Create”), Consulum (Cayman) Limited (“Consulum”), L.D.R.S. Group Ltd. (“Leaders”), and UNICEPTA Holding GmbH (“Unicepta”).

The geographic mix in net revenues for the three months ended June 30, 2025 and 2024 is as follows:


	Three Months Ended June 30,
	2025		2024
	(dollars in thousands)
United States	$	464,882	$	446,326
United Kingdom	36,555		39,033
Other	96,692		69,033
Total	$	598,129	$	554,392

Operating Income

Operating Income for the three months ended June 30, 2025 was $23.2 million, compared to Operating Income of $21.9 million for the three months ended June 30, 2024, representing an increase of $1.3 million. The change in Operating Income was primarily attributable to an increase in Revenue, partially offset by an increase in Cost of services and Office and general expenses.

The increase in Cost of services was primarily attributable to higher staff costs due to the inclusion of costs from acquired entities, and higher stock-based compensation.

The increase in Office and general expenses was primarily attributable to an increase in staff costs and acquisition related expenses, partially offset by a decrease in deferred acquisition consideration expense.

Stock-based compensation increased by $14.1 million, primarily due to an increase in the fair value of profit interest awards and an increase in the number of awards expensed, compared to last year, and a reversal of expense in the second quarter of 2024 associated with stock-based performance awards for which the performance targets were not met.

Deferred acquisition consideration decreased by $10.5 million, primarily attributable to a reduction in the fair value of the deferred acquisition consideration liability associated with certain Brands.

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Income Tax Expense

The Company had an income tax expense for the three months ended June 30, 2025 of 2.7 million (on a pre-tax loss of $2.0 million resulting in an effective tax rate of (134.9)%) primarily due to the tax benefit of the small pre-tax loss being more than offset by the current losses subject to valuation allowance, withholding taxes recorded in the period, and a shortfall in deductions for share based compensation expense vested during the period.

The Company had income tax expense for the three months ended June 30, 2024 of $1.2 million (on pre-tax loss of $2.8 million resulting in an effective tax rate of (41.8)%) primarily due to the tax benefit of the small pre-tax loss and a small windfall in deductions for share based compensation expense vested during the period, being more than offset by the current losses subject to valuation allowance.

Noncontrolling and Redeemable Noncontrolling Interests

The effect of noncontrolling and redeemable noncontrolling interests for the three months ended June 30, 2025 was income of $0.6 million, compared to loss of $1.0 million for the three months ended June 30, 2024. The amounts are driven by the mix of income and loss derived from entities not entirely owned by the Company.

Net Income (Loss) Attributable to Stagwell Inc. Common Shareholders

As a result of the foregoing, net loss attributable to Stagwell Inc. common shareholders for the three months ended June 30, 2025 was $5.3 million, compared to net loss of $3.0 million for the three months ended June 30, 2024.

Earnings (Loss) Per Share

Diluted EPS and Adjusted Diluted EPS for the three months ended June 30, 2025 were as follows:


	GAAP		Adjustments (1)		Non-GAAP
	(amounts in thousands, except per share amounts)
Net income (loss) attributable to Stagwell Inc. common shareholders and adjusted net income	$	(5,261)	$	50,331	$	45,070

Weighted average number of common shares outstanding	260,774		7,550		268,324

Diluted EPS and Adjusted Diluted EPS (1)	$	(0.02)			$	0.17

Adjustments to Net income
Amortization			$	35,593

Stock-based compensation			19,954
Deferred acquisition consideration			(3,220)
Other items, net			11,580
			$	63,907
Adjusted tax expense			(13,576)
			$	50,331

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

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Diluted EPS and Adjusted Diluted EPS for the three months ended June 30, 2024 were as follows:


	GAAP		Adjustments (1)		Non-GAAP
	(amounts in thousands, except per share amounts)
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(2,965)	$	18,935	$	15,970
Net income attributable to Class C shareholders	—		22,828		22,828
Net income (loss) attributable to Stagwell Inc. and Class C and adjusted net income	$	(2,965)	$	41,763	$	38,798

Weighted average number of common shares outstanding	113,484		5,281		118,765
Weighted average number of common Class C shares outstanding	—		151,649		151,649
Weighted average number of shares outstanding	113,484		156,930		270,414

Diluted EPS and Adjusted Diluted EPS (1)	$	(0.03)			$	0.14

Adjustments to Net income (loss)
Amortization			$	35,008
Impairment and other losses			215
Stock-based compensation			5,875
Deferred acquisition consideration			7,236
Other items, net			8,869
			57,203
Adjusted tax expense			(12,905)
			$	44,298
Net loss attributable to Class C shareholders			(2,535)
			$	41,763

Allocation of adjustments to Net income (loss)
Net income attributable to Stagwell Inc. common shareholders - add-backs			$	18,935

Net income attributable to Class C shareholders - add-backs			25,363
Net loss attributable to Class C shareholders			(2,535)
			22,828
			$	41,763

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

Adjusted EBITDA

Adjusted EBITDA for the three months ended June 30, 2025 was $92.9 million, compared to $86.1 million for the three months ended June 30, 2024, representing an increase of $6.8 million, primarily driven by an increase in Revenue, partially offset by an increase in expenses, as discussed above.

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Integrated Agencies Network

The components of operating results for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


	Three Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Revenue	$	406,190	$	385,133	$	21,057	5.5	%
Operating Expenses
Cost of services	272,035		255,958		16,077		6.3	%
Office and general expenses	67,952		72,589		(4,637)		(6.4)	%
Depreciation and amortization	20,102		19,472		630		3.2	%

	$	360,089	$	348,019	$	12,070	3.5	%
Operating Income	$	46,101	$	37,114	$	8,987	24.2	%


	Three Months Ended June 30,
	2024		2023		Change
	(dollars in thousands)
					$		%
Net Revenue	$	344,888	$	321,870	$	23,018	7.2	%
Billable costs	61,302		63,263		(1,961)		(3.1)	%
Revenue	406,190		385,133		21,057		5.5	%

Billable costs	61,302		63,263		(1,961)		(3.1)	%
Staff costs	205,975		195,193		10,782		5.5	%
Administrative costs	34,094		33,902		192		0.6	%
Unbillable and other costs, net	27,309		24,780		2,529		10.2	%
Adjusted EBITDA	77,510		67,995		9,515		14.0	%
Stock-based compensation	12,288		4,849		7,439		153.4	%
Depreciation and amortization	20,102		19,472		630		3.2	%
Deferred acquisition consideration	(4,292)		2,531		(6,823)		(269.6)	%

Other items, net	3,311		4,029		(718)		(17.8)	%
Operating Income	$	46,101	$	37,114	$	8,987	24.2	%

Revenue

Revenue for the three months ended June 30, 2025 was $406.2 million, compared to $385.1 million for the three months ended June 30, 2024, an increase of $21.1 million.

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Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


		Net Revenue - Components of Change					Change
	Three Months Ended June 30, 2024	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended June 30, 2025	Organic	Total
	(dollars in thousands)
Integrated Agencies Network	$321,870	$744	$9,037	$13,237	$23,018	$344,888	4.1%	7.2%
Component % change		0.2%	2.8%	4.1%	7.2%

The increase in organic net revenue was primarily attributable to new client wins and increased spending in the technology, retail, and automotive sectors, partially offset by lower spending due to budget cuts by large clients in the food and beverage and consumer products sectors. The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Jetfuel and Create.

Operating Income

Operating Income for the three months ended June 30, 2025 was $46.1 million, compared to $37.1 million for the three months ended June 30, 2024, representing an increase of $9.0 million, primarily attributable to an increase in Revenue and a decrease in Office and general expenses, partially offset by an increase in Cost of services.

The increase in Cost of services was primarily attributable to higher staff costs due to the inclusion of costs from acquired entities, and higher stock-based compensation.

The decrease in Office and general expenses was primarily attributable to a decrease in deferred acquisition consideration expense.

Stock-based compensation increased by $7.4 million, primarily due to an increase in the fair value of profit interest awards.

Deferred acquisition consideration decreased by $6.8 million, primarily attributable to a reduction in the fair value of the deferred acquisition consideration liability associated with certain Brands.

Adjusted EBITDA increased by $9.5 million, primarily driven by an increase in Revenue, partially offset by an increase in expenses, as discussed above.

Brand Performance Network

The components of operating results for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


	Three Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Revenue	$	170,099	$	177,245	$	(7,146)	(4.0)	%
Operating Expenses
Cost of services	101,720		109,418		(7,698)		(7.0)	%
Office and general expenses	60,132		56,106		4,026		7.2	%
Depreciation and amortization	8,145		11,715		(3,570)		(30.5)	%

	$	169,997	$	177,239	$	(7,242)	(4.1)	%
Operating Income	$	102	$	6	$	96	NM

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	Three Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Net Revenue	$	154,868	$	157,108	$	(2,240)	(1.4)	%
Billable costs	15,231		20,137		(4,906)		(24.4)	%
Revenue	170,099		177,245		(7,146)		(4.0)	%

Billable costs	15,231		20,137		(4,906)		(24.4)	%
Staff costs	100,260		99,264		996		1.0	%
Administrative costs	25,584		24,525		1,059		4.3	%
Unbillable and other costs, net	13,443		15,613		(2,170)		(13.9)	%
Adjusted EBITDA	15,581		17,706		(2,125)		(12.0)	%
Stock-based compensation	809		1,445		(636)		(44.0)	%
Depreciation and amortization	8,145		11,715		(3,570)		(30.5)	%
Deferred acquisition consideration	2,812		1,272		1,540		121.1	%

Other items, net	3,713		3,268		445		13.6	%
Operating Income	$	102	$	6	$	96	NM

Revenue

Revenue for the three months ended June 30, 2025 was $170.1 million, compared to $177.2 million for the three months ended June 30, 2024, a decrease of $7.1 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


		Net Revenue - Components of Change					Change
	Three Months Ended June 30, 2024	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended June 30, 2025	Organic	Total
	(dollars in thousands)
Brand Performance Network	$157,108	$2,289	$142	$(4,671)	$(2,240)	$154,868	(3.0)%	(1.4)%
Component % change		1.5%	0.1%	(3.0)%	(1.4)%

The decrease in organic net revenue was primarily attributable to lower spending due to budget cuts in the Communication sector.

Operating Income

The increase in Operating Income of $0.1 million was primarily attributable to a decline in Net revenue of $2.2 million, more than offset by a decline in Cost of services, excluding Billable costs of $2.8 million. The total decrease in Cost of services of $7.7 million was primarily due to a decline in Billable costs of $4.9 million. The increase in Operating Income was further driven by a decrease in Depreciation and amortization partially offset by an increase in Office and general expenses.

The increase in Office and general expenses of $4.0 million was primarily attributable to an increase in staff restructuring related expenses and an increase in Deferred acquisition consideration of a certain Brand.

Depreciation and amortization decreased by $3.6 million, primarily attributable to the acceleration of amortization of certain tradenames during the three months ended June 30, 2024.

Adjusted EBITDA decreased $2.1 million, primarily driven by an increase in expenses and a decrease in Revenue, as discussed above.

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Communications Network

The components of operating results for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


	Three Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Revenue	$	106,128	$	105,570	$	558	0.5	%
Operating Expenses
Cost of services	69,559		67,956		1,603		2.4	%
Office and general expenses	17,116		20,091		(2,975)		(14.8)	%
Depreciation and amortization	4,972		3,090		1,882		60.9	%

	$	91,647	$	91,137	$	510	0.6	%
Operating Income	$	14,481	$	14,433	$	48	0.3	%


	Three Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Net Revenue	$	74,342	$	72,393	$	1,949	2.7	%
Billable costs	31,786		33,177		(1,391)		(4.2)	%
Revenue	106,128		105,570		558		0.5	%

Billable costs	31,786		33,177		(1,391)		(4.2)	%
Staff costs	44,812		41,131		3,681		8.9	%
Administrative costs	9,550		8,379		1,171		14.0	%
Unbillable and other costs, net	625		710		(85)		(12.0)	%
Adjusted EBITDA	19,355		22,173		(2,818)		(12.7)	%
Stock-based compensation	739		827		(88)		(10.6)	%
Depreciation and amortization	4,972		3,090		1,882		60.9	%
Deferred acquisition consideration	(2,376)		3,433		(5,809)		NM

Other items, net	1,539		390		1,149		294.6	%
Operating Income	$	14,481	$	14,433	$	48	0.3	%

Revenue

Revenue for the three months ended June 30, 2025 was $106.1 million, compared to $105.6 million for the three months ended June 30, 2024, an increase of $0.6 million.

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Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


		Net Revenue - Components of Change					Change
	Three Months Ended June 30, 2024	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended June 30, 2025	Organic	Total
	(dollars in thousands)
Communications Network	$72,393	$144	$10,855	$(9,050)	$1,949	$74,342	(12.5)%	2.7%
Component % change		0.2%	15.0%	(12.5)%	2.7%

The decrease in organic net revenue was primarily attributable to decreased spending in the Public Affairs as 2024 was a presidential election year, and a decreased spending in Consumer Products and Healthcare sectors due to client losses and budget cuts. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of Consulum.

Operating Income

Operating Income for the three months ended June 30, 2025 was $14.5 million, compared to $14.4 million for the three months ended June 30, 2024. The increase in Operating Income was primarily attributable to an increase in Revenue and a decrease in Office and general expenses, partially offset by an increase in Costs of services and Depreciation and amortization.

The increase in Cost of services was primarily attributable to higher staff costs primarily due to the inclusion of costs from acquired entities.

The decrease in Office and general expenses was primarily attributable to a decrease in Deferred acquisition consideration.

Deferred acquisition consideration decreased $5.8 million, primarily as a result of a decrease in the fair value of a certain Brand, partially offset by an increase in the fair value of certain other Brands.

Adjusted EBITDA decreased $2.8 million, primarily due to an increase in expenses more than offset by an increase in Revenue, as discussed above.

All Other

The components of operating results for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


	Three Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Revenue	$	24,401	$	3,220	$	21,181	657.8	%
Operating Expenses
Cost of services	15,992		5,599		10,393		185.6	%
Office and general expenses	17,427		1,452		15,975		NM
Depreciation and amortization	4,927		4,944		(17)		(0.3)	%

	$	38,346	$	11,995	$	26,351	219.7	%
Operating Loss	$	(13,945)	$	(8,775)	$	(5,170)	58.9	%

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	Three Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Net Revenue	$	24,031	$	3,021	$	21,010	695.5	%
Billable costs	370		199		171		85.9	%
Revenue	24,401		3,220		21,181		657.8	%

Billable costs	370		199		171		85.9	%
Staff costs	17,245		7,607		9,638		126.7	%
Administrative costs	6,978		(3,740)		10,718		NM
Unbillable and other costs, net	6,753		2,303		4,450		193.2	%
Adjusted EBITDA	(6,945)		(3,149)		(3,796)		120.5	%
Stock-based compensation	167		252		(85)		(33.7)	%
Depreciation and amortization	4,927		4,944		(17)		(0.3)	%
Deferred acquisition consideration	636		—		636		100.0	%

Other items, net	1,270		430		840		195.3	%
Operating Loss	$	(13,945)	$	(8,775)	$	(5,170)	58.9	%

(1) All Other Revenue and Administrative costs include approximately $6 million and $8 million of eliminations of intercompany services for the three months ended June 30, 2025, and 2024, respectively.

Revenue

Revenue for the three months ended June 30, 2025 was $24.4 million, compared to $3.2 million for the three months ended June 30, 2024, an increase of $21.2 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


		Net Revenue - Components of Change					Change
	Three Months Ended June 30, 2024	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Three Months Ended June 30, 2025	Organic	Total
	(dollars in thousands)
All Other	$3,021	$74	$17,118	$3,818	$21,010	$24,031	126.4%	695.5%
Component % change		2.4%	566.6%	126.4%	695.5%

The increase in organic net revenue was primarily attributable to new wins and increased spend in the technology and consumer products sectors. The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Leaders and Unicepta.

Operating Loss

Operating Loss for the three months ended June 30, 2025 was $13.9 million, compared to $8.8 million for the three months ended June 30, 2024, representing an increase of $5.2 million. The increase in Operating Loss was primarily driven by an increase in Net revenue, more than offset by higher Cost of services and Office and general expenses.

Cost of services and Office and general expenses increased by $10.4 million and $16.0 million, respectively, primarily due to inclusion of costs from acquired entities.

Adjusted EBITDA decreased $3.8 million, primarily due to an increase in expenses, which was partially offset by an increase in Revenue from the acquired entities.

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Corporate

The components of operating results for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 were as follows:


	Three Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Staff costs	$	12,978	$	12,154	$	824	6.8	%
Administrative costs	(332)		6,468		(6,800)		NM

Adjusted EBITDA	(12,646)		(18,622)		5,976		(32.1)	%
Stock-based compensation	5,951		(1,498)		7,449		NM
Depreciation and amortization	3,223		2,780		443		15.9	%
Impairment and other losses	—		215		(215)		(100.0)	%
Other items, net	1,747		752		995		132.3	%
Operating Loss	$	(23,567)	$	(20,871)	$	(2,696)	12.9	%

Operating Loss for the three months ended June 30, 2025 was $23.6 million, compared to $20.9 million for the three months ended June 30, 2024, representing an increase of $2.7 million. The increase in Operating Loss was primarily attributable to higher Stock-based compensation.

Stock-based compensation increased $7.4 million, primarily due to an increase in the number of awards, partially offset by a decrease in the fair value of the awards and a reversal of expense in the second quarter of 2024 associated with stock-based performance awards for which the performance targets were not met.

SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO SIX MONTHS ENDED JUNE 30, 2024

Consolidated Results of Operations

The components of operating results for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, were as follows:


	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Revenue	$	1,358,558	$	1,341,227	$	17,331	1.3	%
Operating Expenses
Cost of services	871,303		883,438		(12,135)		(1.4)	%
Office and general expenses	362,423		331,476		30,947		9.3	%
Depreciation and amortization	83,375		76,837		6,538		8.5	%
Impairment and other losses	—		1,715		(1,715)		(100.0)	%
	$	1,317,101	$	1,293,466	$	23,635	1.8	%
Operating Income	$	41,457	$	47,761	$	(6,304)	(13.2)	%

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	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Net Revenue	$	1,162,316	$	1,086,846	$	75,470	6.9	%
Billable costs	196,242		254,381		(58,139)		(22.9)	%
Revenue	1,358,558		1,341,227		17,331		1.3	%

Billable costs	196,242		254,381		(58,139)		(22.9)	%
Staff costs	749,532		697,506		52,026		7.5	%
Administrative costs	150,983		136,697		14,286		10.5	%
Unbillable and other costs, net	88,364		76,224		12,140		15.9	%
Adjusted EBITDA	173,437		176,419		(2,982)		(1.7)	%
Stock-based compensation	31,497		21,991		9,506		43.2	%
Depreciation and amortization	83,375		76,837		6,538		8.5	%
Deferred acquisition consideration	3,437		7,390		(3,953)		(53.5)	%
Impairment and other losses	—		1,715		(1,715)		(100.0)	%
Other items, net	13,671		20,725		(7,054)		(34.0)	%
Operating Income (1)	$	41,457	$	47,761	$	(6,304)	(13.2)	%

(1) See the Results of Operations section above for a reconciliation of Operating Income to Net income (loss) attributable to Stagwell Inc. common shareholders.

Revenue

Revenue for the six months ended June 30, 2025 was $1,358.6 million, compared to $1,341.2 million for the six months ended June 30, 2024, an increase of $17.3 million.

Net Revenue

The components of the fluctuations in net revenue for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, were as follows:


		Net Revenue - Components of Change					Change
	Six Months Ended June 30, 2024	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Six Months Ended June 30, 2025	Organic	Total
	(dollars in thousands)
Integrated Agencies Network	$614,642	$(198)	$13,580	$42,658	$56,040	$670,682	6.9%	9.1%
Brand Performance Network	319,670	1,011	142	(19,097)	(17,944)	301,726	(6.0)%	(5.6)%
Communications Network	139,881	101	25,203	(23,845)	1,459	141,340	(17.0)%	1.0%
All Other	12,653	(80)	29,764	6,231	35,915	48,568	49.2%	283.8%
	$1,086,846	$834	$68,689	$5,947	$75,470	$1,162,316	0.5%	6.9%
Component % change		0.1%	6.3%	0.5%	6.9%

For the six months ended June 30, 2025, organic net revenue increased by $5.9 million, or 0.5%. The increase was primarily attributable to new wins and increased spending by clients in the technology and retail sectors. This increase was partially offset by losses and a decrease in client spending due to budget cuts in the consumer products sector. The increase in net acquisitions (divestitures) was impacted by the acquisitions of Jetfuel, Create, Consulum, Leaders, and Unicepta.

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The geographic mix in Net revenue for the six months ended June 30, 2025 and 2024 was as follows:


	Six Months Ended June 30,
	2025		2024
	(dollars in thousands)
United States	$	905,523		$	880,930
United Kingdom	72,859			76,186
Other	183,934			129,730
Total	$	1,162,316		$	1,086,846

Operating Income

Operating Income for the six months ended June 30, 2025, was $41.5 million, compared to $47.8 million for the six months ended June 30, 2024, representing a decrease of $6.3 million. The decrease in Operating Income was primarily attributable to an increase in expenses partially offset by an increase in Revenue.

Cost of services decreased by $12.1 million. Excluding the decline in Billable costs of $58.1 million, Cost of services increased $46.0 million, primarily attributable to the inclusion of expenses of acquired entities.

Office and general expenses increased by $30.9 million, primarily attributable to the inclusion of expenses of acquired entities and higher staff costs.

Stock-based compensation increased by $9.5 million, primarily due to an increase in the fair value of profit interest awards and an increase in the number of awards expensed, compared to last year, partially offset by a reversal of expense in the second quarter of 2024 associated with stock-based performance awards for which the performance targets were not met.

Deferred acquisition consideration decreased by $4.0 million, primarily attributable to a reduction in the fair value of the deferred acquisition consideration liability associated with certain Brands.

Depreciation and amortization increased by $6.5 million, primarily attributable to the Company’s acquisition of businesses.

Interest Expense, Net

Interest expense, net for the six months ended June 30, 2025 was $46.8 million, compared to $44.5 million for the six months ended June 30, 2024, an increase of $2.3 million, primarily attributable to higher levels of debt outstanding under the Credit Agreement (as defined and discussed in Note 8 of the Notes to the Unaudited Consolidated Financial Statements included herein), partially offset by a lower average interest rate.

Foreign Exchange, Net

The foreign exchange loss for the six months ended June 30, 2025, was $0.1 million, compared to a loss of $3.6 million for the six months ended June 30, 2024, primarily attributable to the movement in the British Pound and Euro.

I ncome Tax Expense

The Company had an income tax expense for the six months ended June 30, 2025 of $4.4 million (on a pre-tax loss of $5.6 million resulting in an effective tax rate of (78.7)%) primarily due to the tax benefit of the pre-tax loss being more than offset by the current losses subject to valuation allowance, withholding taxes recorded in the period, and a shortfall in deductions for share based compensation expense vested during the period.

The Company had income tax expense for the six months ended June 30, 2024 of $3.8 million (on pre-tax loss of $1.4 million resulting in an effective tax rate of (263.3)%) primarily due to the tax benefit of the nominal pre-tax profit being more than offset by the current losses subject to valuation allowance and a shortfall in deductions for share based compensation expense vested during the period.

Noncontrolling and Redeemable Noncontrolling Interests

The effect of noncontrolling and redeemable noncontrolling interests for the six months ended June 30, 2025 was a loss of $1.8 million, compared to a loss of $0.4 million for the six months ended June 30, 2024. The amounts are driven by the mix of income and loss derived from entities not entirely owned by the Company.

Net Income (Loss) Attributable to Stagwell Inc. Common Shareholders

As a result of the foregoing, net loss attributable to Stagwell Inc. common shareholders for the six months ended June 30, 2025, was $8.2 million, compared to a net loss of $4.2 million for the six months ended June 30, 2024.

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Earnings Per Share

Diluted EPS and Adjusted Diluted EPS for the six months ended June 30, 2025, were as follows:


	GAAP		Adjustments		Non-GAAP
	(amounts in thousands, except per share amounts)
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(8,178)	$	93,283	$	85,105
Net loss attributable to Class C shareholders	(6,637)		—		(6,637)
Net income (loss) attributable to Stagwell Inc. and Class C shareholders and adjusted net income	$	(14,815)	$	93,283	$	78,468

Weighted average number of common shares outstanding	186,843		8,506		195,349
Weighted average number of shares of Class C Common Stock outstanding	78,757		—		78,757
Weighted average number of shares outstanding	265,600		8,506		274,106

Diluted EPS and Adjusted Diluted EPS (1)	$	(0.06)			$	0.29

Adjustments to Net Income (loss)
Amortization			$	68,574

Stock-based compensation			31,497
Deferred acquisition consideration			3,437

Other items, net			13,671
			117,179
Adjusted tax expense			(23,896)
			$	93,283

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

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Diluted EPS and Adjusted Diluted EPS for the six months ended June 30, 2024, were as follows:


	GAAP		Adjustments		Non-GAAP
	(amounts in thousands, except per share amounts)
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(4,247)	$	38,415	$	34,168
Net income attributable to Class C shareholders	—		47,382		47,382
Net income (loss) attributable to Stagwell Inc. and Class C shareholders and adjusted net income	$	(4,247)	$	85,797	$	81,550

Weighted average number of common shares outstanding	113,059		4,760		117,819
Weighted average number of shares of Class C Common Stock outstanding	—		151,649		151,649
Weighted average number of shares outstanding	113,059		156,409		269,468

Diluted EPS and Adjusted Diluted EPS (1)	$	(0.04)			$	0.30

Adjustments to Net income (loss)
Amortization			$	63,211
Impairment and other losses			1,715
Stock-based compensation			21,991
Deferred acquisition consideration			7,390

Other items, net			20,725
			115,032
Adjusted tax expense			(25,653)
			89,379
Net loss attributable to Class C shareholders			(3,582)
			$	85,797

Allocation of adjustments to Net income (loss)
Net income attributable to Stagwell Inc. common shareholders			$	38,415

Net income attributable to Class C shareholders - add-backs			50,964
Net loss attributable to Class C shareholders			(3,582)
			47,382
			$	85,797

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

Adjusted EBITDA

Adjusted EBITDA for the six months ended June 30, 2025, was $173.4 million, compared to $176.4 million for the six months ended June 30, 2024, representing a decrease of $3.0 million, primarily driven by a decrease in Operating Income, as discussed above.

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Integrated Agencies Network

The components of operating results for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 were as follows:


	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Revenue	$	783,544	$	737,852	$	45,692	6.2	%
Operating Expenses
Cost of services	510,317		496,439		13,878		2.8	%
Office and general expenses	137,617		141,596		(3,979)		(2.8)	%
Depreciation and amortization	41,466		38,853		2,613		6.7	%
Impairment and other losses	—		1,500		(1,500)		(100.0)	%
	$	689,400	$	678,388	$	11,012	1.6	%
Operating Income	$	94,144	$	59,464	$	34,680	58.3	%


	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Net Revenue	$	670,682	$	614,642	$	56,040	9.1	%
Billable costs	112,862		123,210		(10,348)		(8.4)	%
Revenue	783,544		737,852		45,692		6.2	%

Billable costs	112,862		123,210		(10,348)		(8.4)	%
Staff costs	405,857		381,727		24,130		6.3	%
Administrative costs	65,738		64,504		1,234		1.9	%
Unbillable and other costs, net	44,408		40,308		4,100		10.2	%
Adjusted EBITDA	154,679		128,103		26,576		20.7	%
Stock-based compensation	16,433		14,170		2,263		16.0	%
Depreciation and amortization	41,466		38,853		2,613		6.7	%
Deferred acquisition consideration	1,571		4,576		(3,005)		(65.7)	%
Impairment and other losses	—		1,500		(1,500)		(100.0)	%
Other items, net	1,065		9,540		(8,475)		(88.8)	%
Operating Income	$	94,144	$	59,464	$	34,680	58.3	%

Revenue

Revenue for the six months ended June 30, 2025 was $783.5 million, compared to $737.9 million for the six months ended June 30, 2024, an increase of $45.7 million.

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Net Revenue

The components of the fluctuations in net revenue for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, were as follows:


		Net Revenue - Components of Change					Change
	Six Months Ended June 30, 2024	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Six Months Ended June 30, 2025	Organic	Total
	(dollars in thousands)
Integrated Agencies Network	$614,642	$(198)	$13,580	$42,658	$56,040	$670,682	6.9%	9.1%
Component % change		—%	2.2%	6.9%	9.1%

The increase in organic net revenue was primarily attributable to new client wins and higher spending in the technology, retail, automotive, and financials sectors. This increase was partially offset by losses and a decrease in client spending due to budget cuts in the consumer products sector. The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Jetfuel and Create.

Operating Income

Operating Income for the six months ended June 30, 2025, was $94.1 million, compared to $59.5 million for the six months ended June 30, 2024, representing an increase of $34.7 million. The increase in Operating Income was primarily attributable to an increase in Net revenue and decrease in Office and general expenses, partially offset by higher Cost of services, excluding Billable costs.

Cost of services increased $13.9 million. Excluding the decline in Billable costs of $10.3 million, Cost of services increased $24.2 million, primarily attributable to higher staff costs due to growth in revenue and inclusion of costs from acquired entities and higher Stock-based compensation.

Stock-based compensation increased by $2.3 million, primarily due to an increase in the fair value of profit interest awards.

Deferred acquisition consideration decreased $3.0 million, primarily attributable to a reduction in the fair value of the deferred acquisition consideration liability associated with certain Brands.

Other items, net decreased 8.5 million, primarily attributable to a lease termination during the first quarter of 2025 resulting in a gain on termination of $3.5 million, and a decrease in severance of $3.5 million.

Adjusted EBITDA increased by $26.6 million, primarily driven by higher Net revenue, partially offset by an increase in expenses, as discussed above.

Brand Performance Network

The components of operating results for the six months ended June 30, 2025, compared to the six months ended June 30, 2024 were as follows:


	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Revenue	$	332,317	$	391,207	$	(58,890)	(15.1)	%
Operating Expenses
Cost of services	204,370		249,205		(44,835)		(18.0)	%
Office and general expenses	111,897		109,072		2,825		2.6	%
Depreciation and amortization	15,867		19,229		(3,362)		(17.5)	%

	$	332,134	$	377,506	$	(45,372)	(12.0)	%
Operating Income	$	183	$	13,701	$	(13,518)	(98.7)	%

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	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Net Revenue	$	301,726	$	319,670	$	(17,944)	(5.6)	%
Billable costs	30,591		71,537		(40,946)		(57.2)	%
Revenue	332,317		391,207		(58,890)		(15.1)	%

Billable costs	30,591		71,537		(40,946)		(57.2)	%
Staff costs	196,710		197,695		(985)		(0.5)	%
Administrative costs	48,991		46,596		2,395		5.1	%
Unbillable and other costs, net	28,901		30,179		(1,278)		(4.2)	%
Adjusted EBITDA	27,124		45,200		(18,076)		(40.0)	%
Stock-based compensation	2,177		3,488		(1,311)		(37.6)	%
Depreciation and amortization	15,867		19,229		(3,362)		(17.5)	%
Deferred acquisition consideration	1,530		495		1,035		209.1	%

Other items, net	7,367		8,287		(920)		(11.1)	%
Operating Income	$	183	$	13,701	$	(13,518)	(98.7)	%

Revenue

Revenue for the six months ended June 30, 2025, was $332.3 million, compared to $391.2 million for the six months ended June 30, 2024, a decrease of $58.9 million.

Net Revenue

The components of the fluctuations in net revenue for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, were as follows:


		Net Revenue - Components of Change					Change
	Six Months Ended June 30, 2024	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Six Months Ended June 30, 2025	Organic	Total
	(dollars in thousands)
Brand Performance Network	$319,670	$1,011	$142	$(19,097)	$(17,944)	$301,726	(6.0)%	(5.6)%
Component % change		0.3%	—%	(6.0)%	(5.6)%

The decrease in organic net revenue was primarily attributable to decreased spending by existing clients in the business services and transportation sectors.

Operating Income

Operating Income for the six months ended June 30, 2025, was $0.2 million, compared to $13.7 million for the six months ended June 30, 2024, representing a decrease of $13.5 million. The decrease in Operating Income was primarily attributable to a decline in Net revenue of $17.9 million, partially offset by a decline in Cost of services, excluding Billable costs. Cost of services decreased $44.8 million. Excluding the decline in Billable costs of $40.9 million, Cost of services decreased $3.9 million.

Adjusted EBITDA decreased by $18.1 million, primarily driven by a decrease in Operating Income, as discussed above.

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Communications Network

The components of operating results for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, were as follows:


	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Revenue	$	193,756	$	199,316	$	(5,560)	(2.8)	%
Operating Expenses
Cost of services	128,015		126,460		1,555		1.2	%
Office and general expenses	36,565		36,166		399		1.1	%
Depreciation and amortization	10,147		5,984		4,163		69.6	%

	$	174,727	$	168,610	$	6,117	3.6	%
Operating Income	$	19,029	$	30,706	$	(11,677)	(38.0)	%


	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Net Revenue	$	141,340	$	139,881	$	1,459	1.0	%
Billable costs	52,416		59,435		(7,019)		(11.8)	%
Revenue	193,756		199,316		(5,560)		(2.8)	%

Billable costs	52,416		59,435		(7,019)		(11.8)	%
Staff costs	89,389		80,395		8,994		11.2	%
Administrative costs	19,724		17,083		2,641		15.5	%
Unbillable and other costs, net	1,115		846		269		31.8	%
Adjusted EBITDA	31,112		41,557		(10,445)		(25.1)	%
Stock-based compensation	1,432		1,876		(444)		(23.7)	%
Depreciation and amortization	10,147		5,984		4,163		69.6	%
Deferred acquisition consideration	(1,163)		2,319		(3,482)		NM

Other items, net	1,667		672		995		148.1	%
Operating Income	$	19,029	$	30,706	$	(11,677)	(38.0)	%

Revenue

Revenue for the six months ended June 30, 2025 was $193.8 million, compared to $199.3 million for the six months ended June 30, 2024, a decrease of $5.6 million.

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Net Revenue

The components of the fluctuations in net revenue for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, were as follows:


		Net Revenue - Components of Change					Change
	Six Months Ended June 30, 2024	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Six Months Ended June 30, 2025	Organic	Total
	(dollars in thousands)
Communications Network	$139,881	$101	$25,203	$(23,845)	$1,459	$141,340	(17.0)%	1.0%
Component % change		0.1%	18.0%	(17.0)%	1.0%

The decrease in organic net revenue was primarily attributable to decreased spending, primarily due to lower advocacy services as compared to higher spending in the first half of 2024 associated with the 2024 elections and decreased spending in the healthcare and consumer products due to client losses and budget cuts. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of Consulum.

Operating Income

Operating Income for the six months ended June 30, 2025, was $19.0 million, compared to $30.7 million for the six months ended June 30, 2024, representing a decrease of $11.7 million. The decrease in Operating Income was primarily attributable to a decrease in Revenue and an increase in Cost of Services and Depreciation and amortization, partially offset by a decrease in Deferred acquisition consideration.

Cost of services increased $1.6 million. Excluding the decline in Billable costs of $7.0 million, Cost of services increased $8.6 million due to the inclusion of costs from acquired entities.

Deferred acquisition consideration decreased by $3.5 million, primarily attributable to a decrease in the fair value of a certain Brand, partially offset by an increase in the fair value of certain other Brands.

Depreciation and amortization increased by $4.2 million, primarily attributable to the inclusion of costs from acquired entities.

Adjusted EBITDA decreased by $10.4 million, primarily due to a decrease in Operating Income, as discussed above.

All Other

The components of operating results for the six months ended June 30, 2025, compared to the six months ended June 30, 2024 were as follows:


	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Revenue	$	48,941	$	12,852	$	36,089	280.8	%
Operating Expenses
Cost of services	28,599		11,353		17,246		151.9	%
Office and general expenses	37,093		9,588		27,505		286.9	%
Depreciation and amortization	9,228		7,365		1,863		25.3	%

	$	74,920	$	28,306	$	46,614	164.7	%
Operating Loss	$	(25,979)	$	(15,454)	$	(10,525)	68.1	%

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	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Net Revenue	$	48,568	$	12,653	$	35,915	283.8	%
Billable costs	373		199		174		87.4	%
Revenue (1)	48,941		12,852		36,089		280.8	%

Billable costs	373		199		174		87.4	%
Staff costs	32,700		15,428		17,272		112.0	%
Administrative costs (1)	15,203		(531)		15,734		NM
Unbillable and other costs, net	13,940		4,891		9,049		185.0	%
Adjusted EBITDA	(13,275)		(7,135)		(6,140)		86.1	%
Stock-based compensation	396		350		46		13.1	%
Depreciation and amortization	9,228		7,365		1,863		25.3	%
Deferred acquisition consideration	1,499		—		1,499		100.0	%

Other items, net	1,581		604		977		161.8	%
Operating Loss	$	(25,979)	$	(15,454)	$	(10,525)	68.1	%

(1) All Other Revenue and Administrative costs include approximately $11 million and $8 million of eliminations of intercompany services for the three months ended June 30, 2025, and 2024, respectively.

Revenue

Revenue for the six months ended June 30, 2025, was $48.9 million, compared to $12.9 million for the six months ended June 30, 2024, an increase of $36.1 million.

Net Revenue

The components of the fluctuations in net revenue for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, were as follows:


		Net Revenue - Components of Change					Change
	Six Months Ended June 30, 2024	Foreign Currency	Net Acquisitions (Divestitures)	Organic	Total Change	Six Months Ended June 30, 2025	Organic	Total
	(dollars in thousands)
All Other	$12,653	$(80)	$29,764	$6,231	$35,915	$48,568	49.2%	283.8%
Component % change		(0.6)%	235.2%	49.2%	283.8%

The increase in organic net revenue was primarily attributable to new wins and increased spending by clients in the consumer products and technology sectors. The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Leaders and Unicepta.

Operating Loss

Operating Loss for the six months ended June 30, 2025, was $26.0 million, compared to $15.5 million for the six months ended June 30, 2024, representing an increase of $10.5 million. The increase in Operating Loss was primarily driven by an increase in Net revenue, more than offset by higher Cost of services and Office and general expenses, as detailed below.

Cost of services increased by $17.2 million primarily attributable to inclusion of costs from acquired entities.

The $27.5 million increase in Office and general expenses was primarily attributable to inclusion of costs from acquired entities as well as higher software license fees.

Deferred acquisition consideration increased by $1.5 million, primarily due to an increase in the fair value of a certain Brands.

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Adjusted EBITDA decreased by $6.1 million, primarily driven by higher Net revenue, more than offset by an increase in expenses, as discussed above.

Corporate

The components of operating results for the six months ended June 30, 2025, compared to the six months ended June 30, 2024 were as follows:


	Six Months Ended June 30,
	2025		2024		Change
	(dollars in thousands)
					$		%
Staff costs	$	24,876	$	22,261	$	2,615	11.7	%
Administrative costs	1,327		9,045		(7,718)		(85.3)	%

Adjusted EBITDA	(26,203)		(31,306)		5,103		(16.3)	%
Stock-based compensation	11,059		2,107		8,952		424.9	%
Depreciation and amortization	6,667		5,406		1,261		23.3	%
Impairment and other losses	—		215		(215)		(100.0)	%
Other items, net	1,991		1,622		369		22.7	%
Operating Loss	$	(45,920)	$	(40,656)	$	(5,264)	12.9	%

Operating Loss

Operating Loss for the six months ended June 30, 2025, was $45.9 million, compared to $40.7 million for the six months ended June 30, 2024, representing an increase of $5.3 million, primarily attributable to higher Stock-based compensation.

Stock-based compensation expense increased by $9.0 million, primarily attributable to an increase in the number of awards partially offset by a decrease in the fair value of the awards and a reversal of expense in the second quarter of 2024 associated with stock-based performance awards for which the performance targets were not met.

Liquidity and Capital Resources:

The following table provides summary information about the Company’s liquidity position:


	Six Months Ended June 30,
	2025		2024
	(dollars in thousands)
Net cash provided by (used in) operating activities	$	54,738	$	(67,618)
Net cash used in investing activities	(34,936)		(52,183)
Net cash provided by financing activities	21,062		138,304

The Company had cash and cash equivalents of $181.3 million and $131.3 million as of June 30, 2025, and December 31, 2024, respectively. The Company expects to maintain sufficient cash and/or available borrowings to fund operations for the next twelve months and subsequent periods. The Company has historically maintained and expanded its business using cash generated from operating activities, funds available under the Credit Agreement, and other initiatives, such as obtaining additional debt and equity financing. On April 23, 2025, the Company entered into the Second Amended and Restated Credit Agreement, which increased the limit of borrowing from $640 million to $750 million and extended the maturity date from August 3, 2026 to April 30, 2030. As of June 30, 2025, the Company had $377.0 million of borrowings outstanding and $15.3 million of issued and undrawn letters of credit resulting in $357.7 million unused borrowing capacity under the Credit Agreement.

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The trade receivables transferred to the third parties were $114.3 million and $243.5 million for the three and six months ended June 30, 2025, respectively, and $72.0 million and $141.7 million for the three and six months ended June 30, 2024. The amount collected and due to the third parties under these arrangements was $8.6 million as of June 30, 2025 and $19.5 million as of December 31, 2024. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled $1.3 million and $2.8 million for the three and six months ended June 30, 2025, respectively, and $1.0 million and $1.9 million for the three and six months ended June 30, 2024.

The Company may repurchase up to an aggregate of $375.0 million of shares of our outstanding Class A Common Stock under its stock repurchase program (the “Repurchase Program”). The Repurchase Program will expire on November 6, 2027.

During the six months ended June 30, 2025, 10.6 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $5.05 per share, for an aggregate value, excluding fees, of $53.3 million.

The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $116.4 million as of June 30, 2025.

The Company’s obligations extending beyond twelve months primarily consist of deferred acquisition consideration payments, purchases of noncontrolling interests, subsidiary awards, capital expenditures, scheduled lease obligation payments, and interest payments on borrowings under the Company’s 5.625% Notes (as defined in Note 8 of the Notes included herein) and Credit Agreement. The Company expects to make estimated cash payments in the future to satisfy obligations under our Tax Receivables Agreement ( “ TRA ” ), which remains in effect after the final exchange of Paired Units (see Note 14 of the Notes included herein for additional details). The amount and timing of any payments under the TRA are contingent on the Company achieving certain tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize. Based on the current outlook, the Company believes future cash flows from operations, together with the Company’s existing cash balance and availability of funds under the Credit Agreement, will be sufficient to meet the Company’s anticipated cash needs for the next twelve months and subsequent periods. The Company’s ability to make payments will depend on future performance, which is subject to general economic conditions, the competitive environment and other factors, including those described in this Form 10-Q and in the Company’s other SEC filings.

Cash Flows

Operating Activities

Cash flows provided by operating activities for the six months ended June 30, 2025 were $54.7 million, primarily driven by earnings, partially offset by funding working capital requirements during the period.

Cash flows used in operating activities for the six months ended June 30, 2024 were $67.6 million. The use of cash from operating activities was to fund working capital requirements during the period.

Investing Activities

Cash flows used in investing activities were $34.9 million for the six months ended June 30, 2025, primarily driven by $29.2 million in capitalized software spend and $11.6 million in capital expenditures, partially offset by $14.2 million in acquisitions, net of cash acquired.

Cash flows used in investing activities were $52.2 million for the six months ended June 30, 2024, primarily driven by $17.1 million in capitalized software spend, $14.0 million in capital expenditures, and $20.4 million in acquisitions, net of cash acquired.

Financing Activities

During the six months ended June 30, 2025, cash flows provided by financing activities were $21.1 million, primarily driven by $113.0 million in net proceeds borrowed under the Credit Agreement, partially offset by shares repurchased and tax shares withheld of $67.5 million and payments of deferred consideration of $16.1 million.

During the six months ended June 30, 2024, cash flows provided by financing activities were $138.3 million, primarily driven by $275.0 million in net proceeds borrowed under the Credit Agreement, shares repurchased and cancelled of $86.9 million, payments of deferred consideration of $24.0 million, and distributions to noncontrolling interests of $22.5 million.

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Total Debt

As of June 30, 2025, Debt, net of debt issuance costs, was $1,464.2 million, compared to $1,353.6 million outstanding as of December 31, 2024. See Note 8 of the Notes included herein for information regarding the Company’s 5.625% Notes and the Credit Agreement.

As of June 30, 2025 , t he Company was in compliance with all of the terms and conditions of the Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with its covenants over the next twelve months.

If the Company loses all or a substantial portion of its lines of credit under the Credit Agreement, or if the Company uses the maximum available amount under the agreement, it will be required to seek other sources of liquidity. If the Company were unable to find these sources of liquidity, for example, through an equity offering or access to the capital markets, the Company’s ability to fund its working capital needs and any contingent obligations with respect to acquisitions and redeemable noncontrolling interests would be adversely affected.

Pursuant to the Credit Agreement, the Company must maintain a Total Leverage Ratio (as defined in the Credit Agreement) below an established threshold. For the period ended June 30, 2025, the Company’s calculation of this ratio, and the maximum permitted under the Credit Agreement, respectively, were calculated based on the trailing twelve months as follows:


			June 30, 2025
Total Leverage Ratio			3.16
Maximum per covenant			4.25

These ratios and measures are not based on GAAP and are not presented as alternative measures of operating performance or liquidity. Some of these ratios and measures include, among other things, pro forma adjustments for acquisitions, one-time charges, and other items, as defined in the Credit Agreement. They are presented here to demonstrate compliance with the covenants in the Credit Agreement, as non-compliance with such covenants could have a material adverse effect on the Company.

Material Cash Requirements

The Company’s Brands enter into contractual commitments with media providers and agreements with production companies on behalf of their clients at levels that exceed the revenue from services. Some of our Brands purchase media for clients and act as an agent for a disclosed principle. These commitments are included in Accounts payable and Accrued media when the media services are delivered by the media providers. Stagwell takes precautions against default on payment for these services, including the procurement of credit insurance, and has historically had a very low incidence of default. Stagwell is still exposed to the risk of significant uncollectible receivables from our clients. The risk of a material loss could significantly increase in periods of severe economic downturn.

Deferred acquisition consideration on the balance sheet consists of deferred obligations related to contingent purchase price payments and retention payments tied to continued employment of specific personnel. See Note 6 of the Notes included herein for additional information regarding contingent deferred acquisition consideration.

The Company enters into certain long-term non-cancellable contracts for services such as revenue or profit share arrangements, cloud-based services, or software licensing. See Note 10 of the Notes included herein for additional information regarding these material commitments.

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Critical Accounting Estimates

See Note 2 of the Company’s 2024 Form 10-K for information regarding the Company’s critical accounting estimates.

Website Access to Company Reports and Information

Stagwell Inc.’s Internet website address is www.stagwellglobal.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to the Exchange Act, will be made available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the SEC. The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and its website. The Company uses these channels, as well as social media, including X (formerly Twitter) (@stagwell) and (@Mark_Penn), Instagram (@stagwellglobal) and its LinkedIn page (https://www.linkedin.com/company/stagwell/), to communicate with investors and the public about the Company, its products and services, and other matters. Therefore, investors, the media, and others interested in the Company are encouraged to review the information the Company makes public in these locations, as such information could be deemed to be material information. Information on or that can be accessed through the Company’s websites or these social media channels is not part of this Form 10-Q, and the inclusion of the Company’s website addresses and social media channels are inactive textual references only.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, the Company is exposed to market risk related to interest rates, foreign currencies and impairment risk.

Debt Instruments: As of June 30, 2025, the Company’s debt obligations consisted of amounts outstanding under its Credit Agreement and the 5.625% Notes. The Credit Agreement bears interest at variable rates based upon SOFR, EURIBOR, and SONIA depending on the duration of the borrowing product. The Company’s ability to obtain the required bank syndication commitments depends in part on conditions in the bank market at the time of syndication.

With regard to our variable rate debt, a 10% increase or decrease in interest rates would change our annual interest expense by $2.6 million.

Foreign Exchange: While the Company primarily conducts business in markets that use the U.S. dollar, the Canadian dollar, the Euro and the British Pound, its non-U.S. operations transact business in numerous different currencies. The Company’s results of operations are subject to risk from the translation to the U.S. dollar of the revenue and expenses of its non-U.S. operations. The effects of currency exchange rate fluctuations on the translation of the Company’s results of operations are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 2 of the Company’s Audited Consolidated Financial Statements included in the 2024 Form 10-K. For the most part, revenues and expenses incurred related to the non-U.S. operations are denominated in their functional currency. This reduces the impact that fluctuations in exchange rates will have on profit margins. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Translation of current intercompany balances are included in net income (loss). From time to time, the Company may enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

Impairment Risk: The Company did not record any impairment charge for the six months ended June 30, 2025.

See the Significant Accounting Policies section in the “Notes to Audited Consolidated Financial Statements” of the 2024 Form 10-K for information related to impairment testing for Goodwill, Right-of-use lease assets and long-lived assets and the risk of potential impairment charges in future periods. See the Critical Accounting Estimates section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2024 Form 10-K for information related to the risk of potential impairment charges in future periods.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and Chief Financial Officer (“CFO”), who is our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We conducted an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant

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to Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are involved in various legal proceedings. We do not currently expect that these proceedings will have a material adverse effect on our results of operations, cash flows or financial position.

Item 1A. Risk Factors

There have been no material changes to the risk factors in Part I, Item 1A “Risk Factors” of our 2024 Form 10-K. These risks could materially and adversely affect our business, results of operations, financial condition, cash flows, projected results and future prospects. These risks are not exclusive and additional risks to which we are subject to include the factors listed under note about “Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

In the three months ended June 30, 2025, the Company granted 45,832 restricted stock units underlying shares of Class A Common Stock as inducement for employment and issued an aggregate of 2,671,520 shares of Class A Common Stock as purchase consideration valued at $15.3 million, in connection with acquisitions exempt from registration under Section 4(a)(2) of the Securities Act. The Company received no cash proceeds and no commissions were paid to any person in connection with the issuance of these shares.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices (including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Exchange Act), in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice. The Board will review the Repurchase Program periodically and may authorize adjustments of its terms. Pursuant to its Credit Agreement (as defined and discussed in Note 8 of the Notes included herein) and the indenture governing the 5.625% Notes, the Company is currently limited as to the dollar value of shares it may repurchase in the open market.

The following table details our monthly shares repurchased during the second quarter of 2025 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program:


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (2)
4/1/2025 - 4/30/2025	4,258,208	$	5.63	2,747,373	$	149,349,134
5/1/2025 - 5/31/2025	2,896,368	$	5.15	2,891,590	$	134,386,023
6/1/2025 - 6/30/2025	3,988,249	$	4.49	3,988,249	$	116,397,020
Total	11,142,825	$	5.10	9,627,212	$	116,397,020

(1) Includes information for all shares repurchased by the Company, including shares repurchased as part of the Company’s publicly announced Repurchase Program, and 1,515,613 shares to settle employee tax withholding obligations related to the

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vesting of restricted stock awards and restricted stock units. Under the Repurchase Program, which was announced in March 2022, was extended and increased in November 2024 and will expire on November 6, 2027, the Company may repurchase up to an aggregate of $375.0 million of shares of the Company’s Class A Common Stock.

(2) Only includes information for shares repurchased as part of the Company’s publicly announced Repurchase Program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarterly period covered by this Form 10-Q, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).

Item 6. Exhibits

The exhibits required by this item are listed on the Exhibit Index.

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EXHIBIT INDEX


Exhibit No.						Description
3.1						Second Amended and Restated Certificate of Incorporation of Stagwell Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on May 9, 2023).
3.2						Amended and Restated Bylaws of Stagwell Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on August 2, 2021).
10.1 ^						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 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 24, 2025).
10.2						Third Amended and Restated 2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 17, 2025).
10.3						Amendment No. 1, dated as of July 2, 2025, to Employment Agreement, by and between the Company and Ryan Greene (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 8, 2025).
10.4						Amendment No. 1, dated as of July 2, 2025, to Employment Agreement, by and between the Company and Frank Lanuto (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on July 8, 2025).
31.1						Certification by Chief Executive Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification by Chief Financial Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2						Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101						Interactive Data File, for the period ended June 30, 2025. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.*
104						Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.*

* Filed herewith.

** Furnished herewith.

^ Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


STAGWELL INC.

/s/ Mark Penn
Mark Penn
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
July 31, 2025

/s/ Ryan Greene
Ryan Greene
Chief Financial Officer (Principal Financial Officer)
July 31, 2025

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Part I. Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Second Amended and Restated Certificate of Incorporation of Stagwell Inc., as amended (incorporated by reference to Exhibit 3.1 to the Companys Form 10-Q filed on May 9, 2023). 3.2 Amended and Restated Bylaws of Stagwell Inc. (incorporated by reference to Exhibit 3.2 to the Companys Form 8-K filed on August 2, 2021). 10.1^ 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 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on April 24, 2025). 10.2 Third Amended and Restated 2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 17, 2025). 10.3 Amendment No. 1, dated as of July 2, 2025, to Employment Agreement, by and between the Company and Ryan Greene (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on July 8, 2025). 10.4 Amendment No. 1, dated as of July 2, 2025, to Employment Agreement, by and between the Company and Frank Lanuto (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on July 8, 2025). 31.1 Certification by Chief Executive Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification by Chief Financial Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

STGW 10-Q Quarter ended June 30, 2025

Exhibits