Stagwell Inc 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our Class A Common Stock is traded on the Nasdaq Global Select Market, under the symbol “STGW.” There is no established public trading market for our Class B common stock, par value $0.001 per share (the “Class B Common Stock”), or Class C Common Stock. As of February 28, 2022, the approximate number of registered holders of our Class A Common Stock, Class B Common Stock, and Class C Common Stock, including those whose shares are held in a nominee name, was 89, 35, and 2, respectively. Dividends We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our Board, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that the Board may deem relevant. Unregistered Sales of Equity Securities In the three months ended December 31, 2021 the Company issued 4,840,653 shares of Class A Common Stock in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Of these, 365,000 shares were issued to executives of the Company as inducement for employment and 4,475,653 shares were issued to executives of a majority-owned subsidiary of the Company as part of the consideration for purchase by the Company of the remaining interest in the subsidiary. The Company received no cash proceeds and no commissions were paid to any person in connection with the issuance of the shares. 40 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers For the three months ended December 31, 2021, the Company made no open market purchases of its Class A Common Stock, Class B Common Stock, or C Common Stock. Pursuant to its Combined Credit Agreement and the indenture governing it 5.625% Notes (each as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), the Company is currently limited as to the dollar value of shares it may repurchase in the open market. For the three months ended December 31, 2021, the Company’s employees surrendered shares of Class A Common Stock in connection with the required tax withholding resulting from the vesting of restricted stock. The Company paid these withholding taxes on behalf of the related employees. These shares of Class A Common Stock were subsequently retired and no longer remained outstanding as of December 31, 2021. The following table details those shares withheld during the fourth quarter of 2021: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares That May Yet Be Purchased Under the Program 10/1/2021 - 10/31/2021 2,339 $ 3.07 — — 11/1/2021 - 11/30/2021 — — — — 12/1/2021 - 12/31/2021 — — — — Total 2,339 $ 3.07 — — Item 6. Selected Financial Data Not Applicable.