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Item 1. Business

2026-03-13 compared with 2025-03-11 · 154 added, 167 removed, 140 unchanged (70% of the section changed)

Stagwell Inc.

is the challenger network built to transform marketing.

Stagwell delivers scaled creative performance for some of the world’s most ambitious brands, connecting culture-moving creativity with leading-edge technology to harmonize the art and science of marketing.

Led by entrepreneurs, our specialists in over 40 countries are unified under a single purpose:

is the global challenger network transforming marketing through artificial intelligence (“AI”).

Stagwell delivers scaled creative performance for the world’s most ambitious brands, connecting culture-moving creativity with leading-edge technology to harmonize the art and science of marketing.

Led by entrepreneurs, our specialists in over 34 countries have a unified purpose:

to drive effectiveness and improve business results for our more than 4,500 clients as of December 31, 2025.

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While Stagwell is still focused on growth, we believe we have the right scale, scope, and size to meet the needs of marketers worldwide.

Our award-winning work and new business wins are evidence that our “Goldilocks” (not too big, not too small) offering resonates with clients.

Our award-winning work and new business wins are evidence that our offering resonates with clients.

Stagwell offers the capabilities marketers need in the digital age:

Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, Creativity & Communications, and “software as a service” (“SaaS”) and “data as a service” (“DaaS”) technology tools within the Stagwell Marketing Cloud Group.

Our global scale allows us to compete for many of the largest marketing contracts available, including multi-regional contracts with annual fees of more than $10 million.

Stagwell operates in a highly competitive and fragmented industry, but we believe we have a distinct advantage given our digital composition and its alignment with the broader marketplace.

Additionally, the Stagwell Marketing Cloud, our proprietary suite of SaaS and DaaS technology solutions, is designed for modern marketers and includes applications across the marketing value chain—research and insights, communications technology, media studios and advanced media platforms (including augmented reality (“AR”)).

Stagwell provides a suite of marketing services that serve marketers’ needs as well as self-service technology-driven solutions for in-house marketers.

Through the Stagwell Marketing Cloud, Stagwell is investing in the frontiers of marketing, with technology products that fuel artificial intelligence (“AI”) for content creation, “instant” market research, and for communications professionals and AR experiences for stadium goers and live events.

Marketing Services, Digital Transformation, Media & Commerce, Communications (which includes Advocacy services), and “software as a service” (“SaaS”) and “data as a service” (“DaaS”) technology tools within The Marketing Cloud.

Our increasing global scale allows us to compete for many of the largest marketing contracts available, including multi-region contracts with annual fees in excess of $10 million.

Stagwell operates in a highly competitive and fragmented industry, but we believe we have a distinct advantage given our digital composition and its alignment with evolving trends in the broader marketplace.

Additionally, The Marketing Cloud, our proprietary suite of SaaS and DaaS technology solutions, is designed for modern marketers and includes applications across the marketing value chain—research and insights, communications technology, and media.

Stagwell provides a suite of marketing services that serve marketers’ needs as well as self-service AI technology-driven solutions for in-house marketers.

Through The Marketing Cloud, Stagwell is investing in the frontiers of marketing, developing technology products that leverage AI and data for content creation, “instant” market research, and communications.

This is a key part of the future strategy for the Company.

Stagwell has grown through a combination of organic growth and investment.

Beginning with a single company in 2015, Stagwell focused on the fastest-growing area of marketing:

digital services.

Between 2015 and 2021, we acquired companies including digital transformation and digital media groups like Code and Theory and ForwardPMX.

In 2019, Stagwell Media LP (“Stagwell Media”) made a $100 million investment into MDC Partners, Inc.

(“MDC”), the parent company of creative powerhouses including 72andSunny, Anomaly, Crispin, Porter & Bogusky, Doner and Forsman & Bodenfors.

Recognizing the potential of those companies, Stagwell’s reorganization and careful management of the portfolio turned MDC around.

August 2021, Stagwell Media’s operating business and subsidiaries completed a business combination with MDC to become Stagwell Inc.

(“the Transactions”).

Stagwell’s unified corporate team is the foundation of a powerful value creation platform focused on scaling our portfolio of marketing services firms, which we refer to as “Brands,” and driving continual network evolution.

We plan to continue investing in our core digital platforms, developing our suite of digital products in the Stagwell Marketing Cloud, increasing our technology leadership through investment and innovation, and further expanding our international footprint both organically and via our Global Affiliate Network to deliver value for our clients, employees, and shareholders.

Stagwell has grown through a combination of organic growth and investment to enhance its capabilities and scale.

Stagwell’s unified corporate team is the foundation of a powerful value creation platform focused on scaling our portfolio of marketing services and communications firms, which we refer to as “Brands,” and driving continual product and service evolution.

We plan to continue investing in our core digital platforms, developing our suite of digital products in The Marketing Cloud, increasing our technology leadership through innovation and strategically investing in new solutions, technologies and capabilities to deliver value for our clients, employees, and shareholders.

Industry Trends

The digital revolution has changed where and how brands relate to consumers and created an entirely new, highly complex content and commerce ecosystem.

The digital revolution has changed where and how brands relate to consumers and has created an entirely new, highly complex content and commerce ecosystem.

Historically, marketing was characterized by television and brand advertising targeted at broad audiences:

everyone saw the same advertisement at the same time.

Over the last two decades, digital innovation has created new, personalized ways to reach targeted consumers and spurred a fundamental shift in the marketing services landscape.

Growth now comes primarily from digital marketing, helping brands meet customers across the entire online ecosystem.

Over the last three decades, digital innovation has created new, personalized ways to reach targeted consumers and spurred a fundamental shift in the marketing services landscape.

Growth in the marketing services industry now comes primarily from digital mediums, helping brands meet customers across the entire online ecosystem.

We believe every company today at its core is a digital marketing company.

We believe five key trends describe the industry today:

First, online advertising now accounts for more than half of global advertising spend, and two-thirds of spend in the United States alone, with the shift further accelerating as new media channels like connected television and platforms diversify the digital channels dominating content and commerce.

First, data is everywhere, making precise targeting even more important.

Platform and channel growth has created an explosion of addressable data that can be used to better understand consumer desires, habits, and needs in real-time, allowing the delivery of content that consumers want, when they want it, and where they want it.

Sources of online data include web, mobile, email, social, and connected TV - in addition to emerging products, apps and wearables that enhance day-to-day experiences.

The emergence of vast amounts of data spans behavioral, transactional, demographic, psychographic and geographic categories.

As connectivity grows, the value of raw data declines - but we believe the ability to derive actionable insights from the data, as Stagwell businesses do, becomes increasingly important.

We believe the most successful platforms will be ones that anticipate consumer demands and offer relevant and actionable analysis in digestible forms.

This is why Stagwell has partnered with Palantir to develop a new AI marketing platform that brings the industry closer to “The Holy Grail of Marketing” - delivering the right advertisement, to the right person, at the right time.

Second, companies have begun to build applications incorporating AI.

Frontier technologies such as AI are gaining critical footholds, reshaping the marketing ecosystem and how business connects with stakeholders (including customers and employees).

These transformative technologies are now widely accessible to consumer audiences as well, as seen with generative AI tools like Open AI’s ChatGPT and Google’s Gemini.

We believe Stagwell is at the forefront of innovating these technologies within our industry, collaborating with companies such as Adobe on AI solutions, and incubating original and proprietary technology to drive business results.

As AI drives cross-sector transformation, we are helping clients build applications incorporating AI, delivering solutions that expand generative and content capabilities, and reimagining how AI can transform consumer and digital experiences.

Stagwell is building an array of solutions designed to engage with this key trend, including The Machine, Stagwell’s agentic operating system.

These solutions are being sold to customers and deployed internally to deliver strong outcomes for customers.

Third, online advertising is estimated to have accounted for more than half of global advertising spend in 2025, and two-thirds of spend in the United States, with the shift further accelerating as new media channels like connected television and platforms diversify the digital channels dominating content and commerce.

Online now means virtually everywhere:

website, mobile, social media, television, out-of-home, and immersive in-person experiences.

Second, advertising is commerce.

Fourth, advertising is commerce.

Digital platforms provide ways for brands to reach consumers directly through e-commerce.

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Retail media networks add complexity and opportunity to brands’ consumer engagement strategies, and influencer marketing strategies allow brands to reach consumers through trusted, individualized storytelling.

Third, data is everywhere, making precise targeting even more important.

Sources of online data include web, mobile, email, social, and connected TV – in addition to emerging products, apps and wearables that enhance day-to-day experiences.

The emergence of vast amounts of data spans behavioral, transactional, demographic, psychographic and geographic categories.

As connectivity grows, the value of raw data declines – but we believe the ability to derive actionable insights from the data, as Stagwell businesses do, increases.

We believe the most successful platforms will be ones that anticipate consumer demands and offer relevant analysis in digestible forms.

Fourth, companies have begun to build applications around AI.

Frontier technologies such as AI and AR are beginning to gain critical foothold, reshaping creative processes and how businesses connect.

Both technologies are now widely accessible to consumer audiences as well, as seen with generative AI tools like ChatGPT and AR tools like Stagwell Marketing Cloud’s ARound.

As AI in particular drives cross-sector transformation, we are helping clients build applications around AI, delivering solutions that expand generative and content capabilities, and reimagining how AI can transform consumer and digital experiences.

Finally, marketing technology is transforming the industry.

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Stagwell operates in a highly competitive and fragmented industry.

Stagwell’s Brands compete for business and talent with the operating subsidiaries of large global holding companies such as Omnicom Group Inc., Interpublic Group of Companies, Inc., WPP plc, Publicis Groupe SA, Dentsu Inc.

Stagwell’s Brands compete for business and talent with the operating subsidiaries of large global holding companies such as Omnicom Group Inc., WPP plc, Publicis Groupe SA, Dentsu Inc.

and Havas SA, as well as with numerous independent agencies that operate in multiple markets.

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Stagwell’s Brands must compete with these other companies to maintain and grow existing client relationships and to obtain new clients and assignments.

Individual products within the

Stagwell Marketing Cloud also typically compete with offerings that may be provided within broader service offerings at large global holding companies or provided on a standalone basis by technology startups or other industry participants such as Infosys, Wipro and Cognizant.

Individual products within The Marketing Cloud also typically compete with offerings that may be provided within broader service offerings at large global holding companies or provided on a standalone basis by technology startups or other industry participants such as Infosys, Wipro and Cognizant.

During the decades when marketing was dominated by television, the marketing services industry experienced significant consolidation as legacy advertising holding companies built substantial portfolios of often overlapping creative, communications, PR, and media businesses to achieve financial efficiencies by centralizing administrative operations.

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While legacy models still accounted for a significant share of the market in 2025, we see the traditional holding company model as outdated in this rapidly evolving industry landscape.

The marketing services industry has become more complex in recent years, with new market participants emerging in many different areas of the marketing ecosystem.

This includes new platforms for advertisers, such as TikTok, and media buying participants, including DSP’s like The Trade Desk.

In recent years, a number of large consulting firms with information technology implementation backgrounds have entered the marketing services market and, collectively, achieved significant market share.

However, we believe these firms’ lack of creative and media expertise limits their long-term growth potential as true challengers to the legacy marketing holding companies.

With a combination of talent and technology, we believe that Stagwell is well positioned to take advantage of the continued transformation, sweeping the marketing ecosystem and to disrupt the marketing services landscape.

Additionally, major technology companies, such as Amazon and Meta, have entered the market, offering alternative marketing solutions to clients.

To date, these solutions appear more geared towards addressing the needs of small and medium size businesses, rather than the large, multi-national companies that form the majority of Stagwell’s customer base.

With a combination of talent and technology, we believe that Stagwell is well positioned to take advantage of the continued transformation sweeping the marketing ecosystem and disrupt the marketing services landscape.

Stagwell was born digital and now has a global network of entrepreneurial companies that deliver the right combination of creativity and technology for the modern, digital marketer through a model that emphasizes flexibility and integration.

In addition, as AI drives transformation across marketing sectors, we believe our focus on digital transformation and AI-enabled product development in the Stagwell Marketing Cloud sets us apart.

Principal Capabilities

In addition, as AI drives transformation across marketing sectors, we believe our focus on digital transformation and AI-enabled product development in The Marketing Cloud sets us apart.

Segments & Service Lines

Stagwell’s Brands provide differentiated, digital-first marketing and related services to a diverse client base across many industries.

Our principal capabilities fall into five categories:

1) Stagwell Marketing Cloud Group 2) Digital Transformation 3) Performance Media & Data 4) Consumer Insights & Strategy and 5) Creativity & Communications.

Taken together, these capabilities provide an integrated suite of marketing services for our blue-chip customer base.

We group our Brands into these principal capability categories based on the source of most of their revenue.

We also classify Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, and Stagwell Marketing Cloud

Group as “Digital” though Brands categorized as Creativity & Communications also generate a significant portion of revenue from creativity and content delivered on digital channels and some agencies, such as 72andSunny and Anomaly, do meaningful amounts of digital work that fluctuates as a percentage of revenue.

Our array of capabilities provide an integrated suite of marketing services for our blue-chip customer base.

Stagwell holds a 100% ownership position in substantially all of its Brands, and the remainder are majority owned with management of the Brands owning the remaining equity.

Stagwell generally has rights to increase ownership of non-wholly owned subsidiaries to 100% over a defined period of time.

The Company brings itself to market and organizes its Brands into five reportable segments:

“Marketing Services,” “Digital Transformation,” “Media & Commerce,” “Communications,” and “The Marketing Cloud.”

We group our Brands into these reportable segments based on the source of most of their revenue.

All segments derive a meaningful portion of revenues through Digital Channels.

We believe our concentration of digital capabilities today provides a competitive advantage in the marketplace and positions us to benefit from continued digital disruption in the marketing services industry.

We plan to continue to invest in our core digital platforms as well as emerging technologies to effectively support marketing transformation for our clients.

Stagwell Marketing Cloud Group.

We develop proprietary, in-house software and related technology products, including AI-enabled communications, research, and media technology, cookie-less data platforms for advanced targeting and activation, software tools for e-commerce applications, specialty media solutions in the fast-growing augmented reality space, and innovative applications of text-messaging for consumer engagement, which we license to clients using subscription-based SaaS and DaaS models.

Digital Transformation.

We build digital services and products for clients.

We design and build digital platforms and experiences that support the delivery of content, commerce, services and sales.

We create websites, mobile applications, back-end systems, content and data management systems, and other digital environments enabling clients to engage with consumers across the digital ecosystem.

We steer significant digital transformations for businesses, blending data, analytics & research and organizational consulting to drive impact with technology.

We design and implement technology and data strategies to support digital services needed for our clients.

We also implement technology and strategies for utilizing digital channels to mobilize and raise funds from proponents and constituents to support political candidates, non-profit groups and issue organizations in the public arena.

As businesses across sectors are likely to grapple with the impact of AI, we implement AI to enhance operations for our clients, more efficient marketing, and new engagement methods with consumers.

Performance Media & Data.

We develop omnichannel media strategies and provide coordinated execution for the placement of advertisements across the media funnel including digital channels, performance marketing and analog placements globally.

Unlike legacy holding companies that own large amounts of television inventory and therefore must sell it, we take a media-agnostic approach leveraging digital technologies, AI-powered targeting, and media in addition to analog advertising.

Our media services include media solutions such as audience analysis, and media buying and planning, ranging across the platforms a modern marketer needs to engage consumers.

Consumer Insights & Strategy.

We perform large-scale online surveys, specialized research, and data analytics across the consumer journey to provide strategic insights and guidance that informs business content, product, communications and media strategies for many of the world’s largest companies, including numerous Fortune 100 clients.

We have differentiated specializations in brand and corporate reputation tracking, theatrical and streaming content and strategy, and technology product design and marketing.

Our proprietary AI-powered marketing solutions continue to provide real-time insight into consumer sentiments and brand performance with precision and at scale.

Creativity & Communications.

We develop holistic, creativity-based content strategies and campaigns from concept to execution through to optimization.

These services include strategy development, advertising creation, live events, immersive digital experiences, cross platform engagement, and social media content.

We also provide strategic communications, public relations and public affairs services including media relations, thought leadership, investor and financial relations, social media, executive positioning and visibility.

We’re also working with brands to integrate AI into creative processes, streamlining campaign development and saving on costs.

Network Structure & Reportable Segments

Stagwell maintains a 100% ownership position in substantially all of its Brands, and the remainder are majority owned with management of the Brands owning the remaining equity.

Stagwell generally has rights to increase ownership of non-wholly owned subsidiaries to 100% over a defined period of time.

The Company organizes its Brands into three reportable segments:

“Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.”

The reportable segments are:

• 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, and Team Epiphany), 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 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, 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.

Go-To-Market Strategy

• The Marketing Services segment delivers a broad range of services across four closely related client needs:

creative, research, experiential, and social media solutions designed to build and elevate brands.

Capabilities include developing breakthrough brand campaigns, providing consumer insights through advanced research methodologies, creating immersive experiential marketing programs and social engagement strategies that connect brands with audiences across digital platforms.

By combining creative excellence, data-driven insights, and innovative experiences, Marketing Services empowers organizations to differentiate themselves in the marketplace, drive audience engagement, and achieve measurable business results.

These services employ a wide variety of AI-powered services in the delivery, such as AI-powered creative production and data analysis.

Brands in this segment include, but are not limited to, creative agencies 72 and Sunny and Anomaly, research agencies NRG and Harris Insights, experiential agency TEAM, and social agency Movers & Shakers.

• The Digital Transformation segment designs, implements and activates modern digital ecosystems that enable brand and customer experiences through the integration of strategy, design, and technology.

This segment helps clients modernize their digital infrastructure, enhance customer engagement, and accelerate enterprise transformation.

Its capabilities span the delivery of digital products and experiences that connect brand storytelling with technology, including website and content development, digital campaigns, product and platform design, AI-native strategies and integration, and implementation of marketing technology (“MarTech”) products and solutions for customers.

It also provides managed services, staff augmentation, and engineering expertise across various delivery models, offering system integration, full-stack development, and ongoing platform management.

Additionally, Digital Transformation connects digital ecosystems to physical experiences through innovative, technology-driven customer engagements,

such as business-to-business (“B2B”) platforms and multimodal activations that blend physical and digital environments using augmented reality (“AR”), virtual reality (“VR”), and emerging technologies.

Together, these capabilities empower organizations to transform their digital presence and drive sustained business growth.

Brands in this segment include, but are not limited to, strategy and design agencies Code and Theory and Instrument, development and implementation agency TrueLogic, and digital activation agency Left Field Labs.

• The Media & Commerce segment delivers integrated AI-based data solutions that drive audience engagement and business growth through media buying, owned media platforms, commerce enablement, and Customer Relationship Management (“CRM”) strategies.

Its capabilities include planning and executing media campaigns across global platforms, leveraging data-driven approaches to optimize reach and effectiveness across first-party data, second-party data, and third-party data, and providing commerce and CRM tools that connect brands with consumers throughout the purchase journey.

The segment also offers specialized media platforms and translation services to support targeted communication and market expansion.

By combining expertise in media strategy, commerce activation, and audience analytics, Media & Commerce empowers organizations to maximize their marketing investments and achieve measurably efficient commercial outcomes.

Brands in this segment include, but are not limited to, media buying, owned media platforms Reach TV, and strategy agency Assembly Global, commerce and CRM agency Gale.

• The Communications segment provides a leading edge set of solutions designed to help organizations build, protect, and enhance their reputation across diverse audiences and channels.

Its capabilities include strategic communications, public relations, and advocacy services that leverage AI and data-driven insights to craft compelling narratives and influence public perception.

The segment also offers expertise in targeted communications, crisis management, and stakeholder engagement, ensuring clients can respond effectively to emerging issues and opportunities.

Advocacy services encompass strategic political campaign management, grassroots mobilization, and fundraising expertise that reach across the political spectrum.

By combining deep industry knowledge with innovative digital approaches to media and advocacy, Communications empowers organizations to connect with key audiences, shape conversations, and achieve their strategic objectives.

Brands in this segment include, but are not limited to, strategic communications agencies Allison and Consulum, and advocacy services agencies SKDK and Targeted Victory.

• The Marketing Cloud segment delivers a comprehensive suite of technology solutions for in-house marketers, combining SaaS and DaaS offerings.

Its key products cover a range of areas.

Advanced research tools that enable real-time customer insights through syndicated and Do It Yourself (“DIY”) generative AI-drafted surveys, AI-driven text analysis, and predictive analytics.

Communications technology that aggregates data from millions of sources, including news, social media, print, and TV/radio broadcasts, on a daily basis to monitor, analyze, and respond to market trends.

Media studio products that leverage first-party, third-party, and proprietary data to provide actionable audience insights and attribution analytics and advanced media platforms that encompass audience engagement solutions such as AR, quick response (“QR”) codes, and loyalty programs, all designed to collect consumer data and generate actionable insights.

Together, these capabilities empower marketers to understand, engage, and influence their audiences with precision and agility.

Brands in this segment include, but are not limited to, QUEST, Unicepta and Smart Assets.

Go-To-Market Approach

Our global go-to-market strategy is key to our objective of providing our clients with a balanced combination of leading-edge technology and creative talent.

We go to market in four main ways:

as individual Brands, as networks where collaboration across services is needed, as Stagwell Global when we create multi-region, Stagwell-wide teams, and as the Stagwell Marketing Cloud, which delivers SaaS and DaaS products for in-house marketers.

as individual Brands, as service lines where collaboration across services is needed, as Stagwell Global when we create multi-region, Stagwell-wide teams, and as The Marketing Cloud, which delivers SaaS and DaaS products for in-house marketers.

Unlike legacy holding companies who have focused on achieving cost synergies by consolidating brands within their networks, Stagwell focuses on collaboration.

We believe it is important for our Brands to maintain their individual identities to attract the highest quality talent within their capabilities of expertise.

Maintaining strong brand identities within our integrated Brands and specialist networks provides a structure supporting both individual and joint go-to-market approaches.

Maintaining strong brand identities within our integrated Brands and specialist service lines provides a structure supporting both individual and joint go-to-market approaches.

Maintaining separate Brands with flexibility to integrate also enables effective management of potential conflicts of interest.

Go-to-market collaboration typically occurs on larger engagements requiring services across multiple capabilities or geographies.

To further support collaboration, Stagwell provides financial incentives for Brands to collaborate with one another through referrals and the sharing of both services and expertise.

Network and Brand leaders have components of incentive compensation that are based on Stagwell’s overall performance and the overall performance of their integrated or specialist networks to incentivize go-to-market collaboration.

To further support collaboration, Stagwell provides financial incentives for Brands to collaborate with one another, including through referrals and the sharing of both services and expertise.

Segment and Brand leaders have components of incentive compensation that are based on Stagwell’s overall performance and the overall performance of their integrated or specialist service lines to incentivize go-to-market collaboration.

In addition to our owned Brands, we maintain a network of go-to-market alliances with like-minded independent brands, tech companies and marketing services firms in key markets around the world.

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The Brands’ work is supported by a centralized marketing and new business team that fosters collaboration, sources new business opportunities and communicates across industries to drive awareness of our offerings.

Additionally, a centralized corporate innovation team develops and invests in proprietary digital marketing products that are distributed by Brands across the network, further enhancing the value proposition Stagwell’s Brands offer to clients.

The key components of the Stagwell strategy are Digital, Integrated, Global, and Strategic (“DIGS”).

We believe the DIGS model gives us a sustainable, long-term path to significant growth and supports our primary objectives which are achieving strong levels of organic growth, increasing our digital revenue mix, increasing international scale, expanding the average client relationship size, and improving strong margins and free cash flow.

Additionally, a centralized corporate innovation team develops and invests in proprietary digital marketing products that are distributed by Brands across Stagwell, further enhancing the value proposition Stagwell’s Brands offer to clients.

Stagwell’s strategic approach is focused on delivering a sustainable, long-term path to significant growth and supports our primary objectives which are achieving strong levels of organic growth, increasing our digital revenue mix, increasing

international scale, expanding the average client relationship size, and improving strong margins and free cash flow.

We believe pursuing these objectives will increase value for our shareholders.

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Our digital businesses serve the areas where we expect the fastest growth in the marketing space and position us to lead the wave of transformation in the industry.

By investing in our core digital platforms and introducing proprietary SaaS and DaaS marketing technology (“martech”) products, we aim to increase the digital proportion of our net revenue.

By investing in our core digital platforms and introducing proprietary SaaS and DaaS MarTech products, we aim to increase the digital proportion of our net revenue.

We aim to expand our digital capabilities in three main ways:

• First, we united all of our leading digital Brands into the Code and Theory Network, including those that focus heavily on technology, design and creativity more than media.

Brands such as Instrument, Kettle, Left Field Labs, Mediacurrent and others make up the network, which works with one out of four Fortune 500 companies as well as every one of the FAANG platforms (Facebook, Amazon, Apple, Netflix and Google).

This consolidation and investment include funding new capabilities and supporting cross-selling via our Integrated Agencies Network, which has already created additional opportunities.

• First, with our Digital Transformation segment, we united all of our leading Brands into the Code and Theory Network, including those that focus heavily on technology, design and creativity more than media.

Brands such as Instrument, Kettle, Left Field Labs, Mediacurrent and others make up the network, which works with several Fortune 500 companies, including every one of the FAANG platforms (Facebook, Amazon, Apple, Netflix and Google).

This consolidation and investment include funding new capabilities and supporting cross-selling with other Brands and across Segments, which has already created additional opportunities.

We intend to continue to invest in these Brands’ emerging technologies, including AI solutions, to remain at the forefront of the transformation of marketing services.

• Second, we are pursuing complementary acquisition opportunities to bolster our existing assets in areas such as digital transformation and digital media buying.

For example, we acquired Create.

Group, a leading strategic digital communications group in the Middle East, to join the Code and Theory Network to help regional clients navigate the complexity of changing consumer behaviors, emerging technologies and AI.

Throughout the year, we continued to build on our track record of “bolt-on” digital acquisitions, including What’s Next Partners, a French digital brand and marketing consultancy, and PROS Agency, a digital PR leader in Brazil.

• Third, we intend to continue to invest in the Stagwell Marketing Cloud, a suite of technology products in development or early-stage commercialization.

These include AI-enabled solutions in communications technology, research and insights, media, and advanced media solutions.

For example, we acquired Create Group Holding Limited (“Create”), a leading strategic digital communications group in the Middle East, in April 2025 to join the Code and Theory Network to help regional clients navigate the complexity of changing consumer behaviors, emerging technologies and AI.

Throughout 2025, we continued to build on our track record of “bolt-on” digital-first acquisitions, including JetFuel Studio LLC and Powered by JetFuel LLC (collectively, “Jetfuel”), an innovative experiential marketing services agency, and in January 2026, we acquired Wavelength Strategy, Inc.

(“Wavelength”), a leading digital advertising firm operating in the advocacy sphere, combining the business with SKDK, a premier public affairs and political consulting firm.

• Third, we intend to continue to invest in The Marketing Cloud, a suite of technology products in development or early-stage commercialization.

These include AI-enabled solutions in communications technology, research, and media.

These products are licensed to our clients using subscription-based SaaS and DaaS models and distributed by Brands across our network.

We believe the Stagwell Marketing Cloud positions us to serve in-house marketing departments and create recurring, high-value revenue streams in the future.

We have also made strategic acquisitions for the Stagwell Marketing Cloud, including LEADERS/IM.AI (which will strengthen PRophet’s influencer marketing capabilities), UNICEPTA (which will expand PRophet’s media monitoring toolkit and the platform’s global reach), and BERA.ai, a leading predictive brand technology platform that will elevate Stagwell Marketing Cloud’s market research capabilities.

We believe The Marketing Cloud positions us to serve in-house marketing departments and create recurring, high-value revenue streams in the future.

In prior years, we have also made strategic acquisitions for The Marketing Cloud, including UNICEPTA Holding GmbH (“Unicepta”), a leading media monitoring company, and BERA.ai, a leading predictive brand technology platform.

Expanding Addressable Markets

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Our strategy for growing our international operations is focused on expanding our media buying, content creation and digital capabilities in new markets, which will improve our qualifications for large multi-regional contracts with the largest global marketers.

In 2024, we acquired or signed agreements to acquire nine international businesses:

Group (MENA), UNICEPTA (Germany), Consulum (MENA), LEADERS (Israel), Business Traveller (Global), Luxine Relations Publiques (Canada), PROS Agency (Brazil), What’s Next Partners (France) and Sidekick (U.K.).

In 2025, we acquired ADK Global (“ADK”), an integrated marketing services company with 10 markets around the world, but predominantly in Asia Pacific.

This follows the acquisition of nine international businesses in 2024, including:

Consulum (MENA), PROS Agency (Brazil), What’s Next Partners (France) and Sidekick (U.K.).

• We maintain a Global Affiliate network that enables us to deliver creative, performance, media and technology capabilities at the scale required to serve the world’s largest marketers.

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• Emerging Marketing Technologies:

In addition to the advertising and marketing services market, we believe our investments in the Stagwell Marketing Cloud will position us to address new, rapidly expanding market opportunities,

including marketing data, campaign martech, the metaverse, and AR and VR applications.

For example, Stagwell’s audience insights tool, CUE, helps brands and agencies maximize first-party data with integrated identity resolution and Stagwell’s proprietary data, enhancing audience understanding in a world increasingly less reliant on cookies.

And Stagwell’s shared-AR product ARound launched a major activation with the Los Angeles Rams at the team’s SoFi Stadium this past NFL season, partnering with sponsors such as Uber Eats and Princess Cruises to introduce innovative marketing experiences into the live sports environment in an entirely new way.

In addition to the advertising and marketing services market, we believe our investments in The Marketing Cloud will position us to address new, rapidly expanding market opportunities, including marketing data, and artificial intelligence.

Effective Integration at Scale

We have continued to drive significant long-term operating efficiencies and pay close attention to costs.

Within our client-facing integrated and specialist networks we see further opportunity to achieve operating efficiencies by increasing our non-U.S.

Within our client-facing integrated and specialist service lines we see further opportunity to achieve operating efficiencies by increasing our non-U.S.

based engineering footprint.

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Our engineering talent is concentrated within our Digital Transformation brands and is primarily focused on developing digital platforms, applications, tools, and experiences for our clients.

We already have a substantial engineering presence globally – approximately 1 in 10 Stagwell employees were engineers as of December 31, 2024 – and have developed the necessary skills to support hiring, training and managing large teams outside the United States.

We already have a substantial engineering presence globally and have developed the necessary skills to support hiring, training and managing large teams outside the United States.

We believe these markets offer a significant supply of quality technical talent to meet increasing client demand for high-speed delivery of digital transformation and production services.

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We are led by a management team with deep industry expertise and a track record of growing and managing marketing services businesses.

The Stagwell platform provides a foundation to support efficient, accretive scaling of our global network and our high-growth digital transformation and digital media capabilities.

The Stagwell platform provides a foundation to support efficient, accretive scaling of our global business and our high-growth digital transformation and digital media capabilities.

Our corporate objective is to accelerate growth and improve the profitability of our Brands, and we believe Brands see strategic value in being part of the Stagwell network.

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Our Global Growth team provides prospecting and new business services to our Brands, working in partnership with our Brand team which supports messaging and communications efforts.

At the network level, the Stagwell Brand Performance Network provides a corporate structure to cost-effectively coordinate our global media placement capabilities, while our Global Affiliate Network positions our Brands to pitch for and win opportunities requiring capabilities in specific local markets.

Our Growth Investment layer is designed to drive continual network evolution and bolsters competitive advantages in key markets, capabilities, and emerging technologies and consists of two teams:

At the service line level, the Stagwell Media Platform Network provides a corporate structure to cost-effectively coordinate our global media placement capabilities, while our Global Affiliate Network positions our Brands to pitch for and win opportunities requiring capabilities in specific local markets.

Our Growth Investment layer is designed to drive continual product and service evolution and bolsters competitive advantages in key markets, capabilities, and emerging technologies and consists of two teams:

centralized investment and innovation.

Our central investment team, which has a strong track record of accretive investments, provides expertise in sourcing, negotiating and structuring investments in close partnership with our Brand leadership, to drive efficient scaling of our networks and accelerate growth.

In addition to our investment team, a centralized innovation team provides development capabilities for the Stagwell Marketing Cloud and bespoke client needs.

In addition to our investment team, a centralized innovation team provides development capabilities for The Marketing Cloud and bespoke client needs.

Our Shared Services layer provides unified back-office systems via Stagwell CORE (“CORE”), a platform that focuses on transitioning away from disparate teams, processes and systems and establishing a standardized platform.

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We aim to focus our investments on people-based businesses that operate with a high percentage of variable costs.

Our at-will employment structure positions us to respond rapidly to changing market conditions in order to maintain margins.

The majority of our employees have at-will employment arrangements.

This predominantly at-will employment structure positions us to respond rapidly to changing market conditions in order to maintain margins.

We also strive to diligently deploy low capital investment strategies.

For example, we believe our Global Affiliate Network strategy for expanding international capabilities positions us to maintain a high level of flexibility through macroeconomic cycles.

Our management team has successfully demonstrated an ability to efficiently operate, manage and grow a profitable portfolio of diverse advertising businesses through periods of dramatic changes in consumer behavior, technological

advancement and economic cycles.

The team has a successful track record of investing, acquisition execution and integration as well as recruiting and retaining the key talent that drives our operating businesses.

Efficient Capital Allocation

We are focused on delivering strong organic growth and free cash flow to support efficient capital allocation that generates value for our shareholders.

Our primary use of capital is expected to be funding diligently structured, highly accretive investments in businesses that we believe will support sustainable future growth by increasing the breadth and depth of our capabilities.

We also expect more modest capital allocation towards reducing shareholder dilution, reducing leverage in order to provide increased financial flexibility, and funding development of proprietary technology and products for the Stagwell Marketing Cloud.

As of December 31, 2024, Stagwell served over 4,500 clients across a wide range of sectors, representing some of the world’s most recognized brands including:

We are focused on delivering strong organic growth and free cash flow to support efficient capital allocation.

Our capital allocation approach is designed to be flexible, supporting the needs of the business and generating value for shareholders.

Primary uses of capital are expected to include funding diligently structured, highly accretive investments in businesses that we believe will support sustainable future growth by increasing the breadth and depth of our capabilities, and repurchasing shares to reduce shareholder dilution and return capital to shareholders.

We also expect more modest capital allocation towards

reducing leverage in order to provide increased financial flexibility, and funding development of proprietary technology and products for The Marketing Cloud.

Stagwell services over 4,500 clients across a wide range of sectors, representing some of the world’s most recognized brands including:

Google, Amazon, Diageo, Nike, Apple, P&G, United Airlines, Salesforce and more.

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Representation of a client rarely means that Stagwell handles marketing communications for all brands or product lines of the client in every geographical location.

In 2024, net revenue from our top 100 clients increased by over 6% year-over-year as we saw record last twelve months new business and increasing interest in both specific Brand capabilities as well as cross-Brand, integrated solutions that address multi-discipline client needs.

In 2025, net revenue from our top 100 clients increased approximately 16% year-over-year as we saw record last twelve months new business and increasing interest in both specific Brand capabilities as well as cross-Brand, integrated solutions that address multi-discipline client needs.

Stagwell’s Brands have written contracts with many of their clients.

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Stagwell provides a broad range of services to a large base of clients across a wide spectrum of verticals globally.

Stagwell has historically been largely focused in North America where the Company was founded, as well as the United Kingdom, but has expanded its global footprint to support clients globally and has a presence in more than 40 countries, and an additional 26 countries through our Global Affiliate Network, as of December 31, 2024.

Stagwell has historically been largely focused in North America where the Company was founded, as well as the United Kingdom, but has expanded its global footprint to support clients globally and has operations in more than 34 countries, and more than 20 additional countries through our Global Affiliate Network, as of December 31, 2025.

The primary source of revenue is from agency arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses.

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As of December 31, 2025, we employed approximately 10,951 full-time employees and approximately 1,678 contractors and part-time employees.

The following table provides a breakdown of the approximate number of full-time employees across Stagwell’s three reportable segments, the All Other category, and Corporate:

The following table provides a breakdown of the approximate number of full-time employees across Stagwell’s five reportable segments and Corporate:

Segment Total

Integrated Agencies Network 5,460

Brand Performance Network 4,368

Communications Network 1,206

All Other 290

Marketing Services 3,007

Digital Transformation 1,370

Media & Commerce 3,996

Communications 1,410

The Marketing Cloud 484

Corporate 684

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Human capital management strategies are developed by senior management, including the management teams of our Brands, and are overseen at the corporate level.

Our human capital management priorities include providing competitive benefits & compensation, attracting and retaining talent, supporting learning & development across the network, promoting diversity, increasing employee engagement, and ensuring workplace safety.

Our human capital management priorities include providing competitive benefits and compensation, attracting and retaining talent, supporting learning and development across the network, increasing employee engagement, and ensuring workplace safety.

At the corporate level, centralized human capital management processes include the development of human resources governance and policy, executive compensation for senior leaders, benefits programs, and succession planning focusing on the performance, development, and retention of key senior executives.

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Health benefits are offered to full-time employees and their dependents, inclusive of domestic and/or same-sex partners.

We offer flexible paid time off as well as accommodation for civic duties, bereavement, and leaves of absence.

Stagwell participates in industry-wide salary surveys and utilizes AI-powered compensation software to obtain real-time compensation survey data and analytics and support data-driven compensation decisions.

In addition, we have various stock ownership programs for eligible Stagwell employees.

We offer flexible paid time off as well as accommodations for civic duties, bereavement, and leaves of absence.

Stagwell participates in industry-wide salary surveys and utilizes AI-powered compensation software to obtain real-time compensation survey data and analytics and to support data-driven compensation decisions.

In addition, we offer various stock ownership programs for eligible Stagwell employees.

Attracting & Retaining Talent

Hiring and retaining transformative talent is key to Stagwell’s mission.

We supplement agency-led recruiting with central recruiting support.

Leveraging our scale, we have developed a broad database of global talent that further enhances our recruiting activities.

In addition to utilizing central resources and technology, Brand-level recruiting activities include partnerships with colleges/universities, internship programs, referral programs and diversity programs.

Stagwell’s internal transfer policy and career portal on our intranet, The Hive, also enables employees to explore new positions with other Brands at the Company to support retention of talent within the broader network.

We have regular learning and talent events so employees across our network can feel connected to the broader portfolio of Stagwell companies and enhance collaboration.

Hiring high-impact, AI focused talent is foundational to Stagwell’s ability to innovate, compete, and scale.

Our model pairs Brand-led hiring with shared, technology-forward recruiting capabilities to create a flexible, global talent engine - expanding access to top talent, accelerating time-to-hire, and improving hiring quality.

Through automation, AI and analytics, and continuously refreshed talent pipelines, we proactively build and engage talent ahead of demand.

Strategic university partnerships, internship and referral programs - as well as an internal career marketplace - ensure the right talent is matched to the right opportunities at speed.

Learning & Development

At the corporate level, Stagwell invests in both our senior leadership and up-and-coming leaders through a professional development partnership with a globally recognized leadership development organization.

The program is designed to align individual growth with organizational strategy to help achieve success across both.

Furthermore, Stagwell provides eligible employees with an annual, flexible professional development budget to utilize if they want to explore more opportunities within their field, acquire new skills, and enhance their contributions to their department and the organization.

In addition, each Brand maintains its own policies and development programs to address its workforce and leadership goals.

Stagwell has also launched Next Dimension, an intensive experiential learning opportunity to cultivate global client leaders who are transformative partners to our clients.

We welcomed the program’s second cohort in 2024.

Stagwell invests in both senior leadership and emerging leaders through professional development partnerships designed to align individual growth with organizational strategy.

Eligible employees also receive an annual, flexible professional development budget to support skill development and career growth.

In addition, each Brand maintains development programs tailored to its workforce and leadership goals.

Stagwell has launched Next Dimension, an experiential learning program focused on developing global client leaders capable of delivering transformational outcomes for clients.

To expand access to this learning, we are introducing a Global Mentor Program that enables broader leadership development, knowledge sharing, and cross-network collaboration.

We have also deployed a learning platform that provides on-demand training focused on AI tools, emerging technologies, and their practical applications across our business.

In addition, Stagwell has launched a monthly Stagwell Strategy Talks series, with AI at its core, designed to promote cross-network collaboration and support ongoing learning related to innovation and the evolving role of AI in our work.

Corporate Culture

We believe the cultures of Stagwell’s individual Brands contribute to what sets working at Stagwell apart;

however, the connective tissue that we believe unites us is our vision for our Brands and people to work collaboratively across disciplines in an inclusive and open environment for all.

Stagwell supports its Brands through access to high-quality education, resources and technology, which they can use based on their individual Brand’s needs.

We believe promoting an inclusive and open environment, from building internal and external partnerships, fostering the collaboration amongst our Brands, and promoting excellence, innovation and initiative by trying out ideas and programs from our teams and Brands, will support our ability to attract and retain a creative workforce with diversity of thought that positively impacts our clients globally.

We believe the culture of Stagwell’s individual Brands contribute to what sets working at Stagwell apart from competitors.

At the same time, we believe the connective tissue that unites us is our shared vision for our Brands and people to work collaboratively across disciplines in an inclusive and open environment.

Stagwell supports its Brands through access to high-quality education, resources, and technology, which can be leveraged based on individual Brand needs.

We believe that promoting an inclusive and collaborative environment - by building internal and external partnerships, fostering collaboration across our Brands, and encouraging innovation and initiative - supports our ability to attract and retain a creative workforce with diversity of thought that positively impacts our clients globally.

Employee Engagement

Regular communication is a focus at Stagwell.

We have quarterly global Town Halls to ensure staff are engaged and organizational goals are shared.

And with in-person events returning in earnest, our Brand and Talent teams collaborate to host a variety of experiential, wellness, and professional development/thought leadership programs at our New York City “HUB” locations at the World Trade Center and in other offices around the world.

Our global CEO sends out regular emails to all staff with key updates ranging from new business wins to client work.

In addition, the Hive intranet serves as a resource portal for all Stagwell employees.

We additionally maintain several global communities organized around discrete disciplines (“Technology,” “Growth,” “Communications,” etc.) to foster collaboration and engagement.

We host quarterly global town halls to ensure employees are engaged and organizational goals are shared.

As in-person engagement has increased, our Brand and Talent teams collaborate to host experiential, wellness, and professional development and thought leadership programs at our New York City hub locations at the World Trade Center and in offices around the world.

Our global CEO regularly communicates with employees regarding key updates ranging from new business wins to client work.

In addition, The Hive intranet serves as a central resource portal for all Stagwell employees.

We also maintain global communities organized around discrete disciplines, including Technology, Growth, and Communications, to foster collaboration and engagement across the organization.

Significant Factors Affecting our Business and Results of Operations

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These include laws and regulations that affect the form and content of marketing and communications activities that we produce for our clients and, for our digital services, laws and regulations concerning user privacy, use of personal information, data protection and online tracking technologies.

We are also subject to laws and regulations that govern whether and how we can receive, transfer or process data that we use in our operations, including data shared between countries in which we operate.

We are also subject to laws and regulations that govern whether and how we can receive, transfer or process data that we use in our operations, including data

shared between countries in which we operate.

Our international operations are also subject to broad anti-corruption laws.

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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 its Twitter account (@stagwell) 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.

The Company uses these channels, as well as social media, including its X account (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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business