What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-13 compared with 2025-03-11 · 490 added, 610 removed, 1045 unchanged (51% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Operations for each of the Three Years in the Period Ended December 31, 2025

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We have audited the accompanying consolidated balance sheets of Stagwell Inc.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for the years then ended, including the related notes and schedule of valuation and qualifying accounts for the years ended December 31, 2024 and 2023 appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, including the related notes and schedule of valuation and qualifying accounts appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded UNICEPTA Holding GmbH (“Unicepta”) and Consulum (Cayman) Limited (“Consulum”) from its assessment of internal control over financial reporting as of December 31, 2024 because they were acquired by the Company in purchase business combinations during 2024.

We have also excluded Unicepta and Consulum from our audit of internal control over financial reporting.

Unicepta and Consulum are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent less than 2% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Definition and Limitations of Internal Control over Financial Reporting

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessments –Certain Reporting Units in the Integrated Agencies Network and Communications Network Segments and the All Other Category

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s goodwill balance was $1,554 million as of December 31, 2024, and the goodwill associated with the Integrated Agencies Network segment, the Communications Network segment, and the All Other category was $892 million, $159 million, and $69 million, respectively.

Goodwill Reallocation and Annual Goodwill Impairment Assessments for Certain Reporting Units

As described in Notes 2, 8, and 18 to the consolidated financial statements, the Company’s goodwill balance was $1,595 million as of December 31, 2025, a majority of which related to certain reporting units.

As of September 30, 2025, the Company reorganized its organizational structure, resulting in five operating and reportable segments.

As a result of the reorganization, certain reporting units have been redefined, and the composition of others has changed.

As part of the reorganization, goodwill was reallocated to the affected reporting units using the income approach (a discounted cash flow method).

Management performed the required goodwill impairment assessments as of the date of the reorganization.

The assessment indicated that the estimated fair value of each impacted reporting unit exceeded its carrying amount both immediately prior to and immediately subsequent to the reallocation of goodwill.

Accordingly, no goodwill impairment was recognized.

Management tests goodwill for impairment, at the reporting unit level, annually as of October 1 of each year, or more frequently if indicators of potential impairment exist.

For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, management performs a quantitative impairment test, which compares the fair value of the reporting unit to its carrying amount.

For reporting units for which a qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects not to perform the qualitative assessment, the Company will perform a quantitative impairment test, which compares the fair value of the reporting unit to its carrying amount.

If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired.

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The income approach requires the exercise of significant judgment, including the amount and timing of expected future cash flows, terminal value, and discount rates.

The expected cash flows are developed from the Company’s long-range planning process using projections of operating results and related cash flows based on assumed revenue growth rates, EBITDA margin, long-term growth rates, and discount rates based on a reporting unit’s weighted average cost of capital.

The expected cash flows are developed from the Company’s long-range planning process using projections of operating results and related cash flows based on assumed revenue growth rates, EBITDA margins, long-term growth rates, and discount rates based on a reporting unit’s weighted average cost of capital.

The market approach requires the exercise of significant judgment as it relates to the use of earnings multiples based on market data and comparable companies.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments for certain reporting units in the Integrated Agencies Network and Communications Network segments and the All Other category (collectively the “aforementioned reporting units”) is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the aforementioned reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, EBITDA margin, long-term growth rates, and discount rates used in the income approach, as well as earnings multiples and comparable companies used in the market approach;

The principal considerations for our determination that performing procedures relating to the goodwill reallocation assessment (for certain reporting units within the Marketing Services and Communications reportable segments) and annual goodwill impairment assessment (for certain reporting units within the Marketing Services, Digital Transformation, Communications, and The Marketing Cloud reportable segments) is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the certain reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, EBITDA margins, long-term growth rates, and discount rates used in the income approach for the goodwill reallocation and annual goodwill impairment assessments, and earnings multiples and comparable companies used in the market approach for the annual goodwill impairment assessment;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

As previously disclosed by management, material weaknesses existed during the year that impacted this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the aforementioned reporting units.

These procedures also included (i) testing management’s process for developing the fair value estimate of the aforementioned reporting units;

These procedures included testing the effectiveness of controls relating to management’s goodwill reallocation and annual goodwill impairment assessments, including controls over the valuation of the certain reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting units;

(ii) evaluating the appropriateness of the income and market approaches used by management;

(iii) testing the completeness and accuracy of underlying data used in the income and market approaches;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, EBITDA margin, long-term growth rates, and discount rates used in the income approach, as well as earnings multiples and comparable companies used in the market approach.

Evaluating management’s assumptions related to revenue growth rates, EBITDA margin, and long-term growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the aforementioned reporting units;

(iii) testing the completeness and accuracy of the underlying data used in the income and market approaches;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, EBITDA margins, long-term growth rates, discount rates, earnings multiples, and comparable companies.

Evaluating management’s assumptions related to revenue growth rates and EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units;

(ii) the consistency with external market and industry data;

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(ii) the weighting of the approaches;

and (iii) the reasonableness of the long-term growth rates, discount rates, comparable companies, and earnings multiples assumptions.

and (iii) the reasonableness of the long-term growth rates, discount rates, earnings multiples, and comparable companies assumptions.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 13, 2026

We have served as the Company’s auditor since 2023.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Stagwell Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for the period ended December 31, 2022, and the related notes and schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”) of Stagwell Inc.

and subsidiaries (the “Company”).

In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

March 6, 2023 (March 11, 2024 as to the effects of the restatement of the 2022 financial statements to correct errors identified in 2023)

We began serving as the Company’s auditor in 2020.

In 2023 we became the predecessor auditor.

STAGWELL INC.

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Foreign exchange, net ( 1,640 ) ( 1,656 ) ( 2,960 )

Gain on sale of business

Gain (loss) on sale of business ( 2,245 ) — 94,505

Bargain purchase gain 9,937 — —

171 ( 1,372 ) ( 359 )

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Income before equity in earnings of non-consolidated affiliates 30,515 24,541 50,512

24,541 50,512 50,123

Equity in income (loss) of non-consolidated affiliates

111 503 ( 8,870 )

25,044 41,642 50,044

Net income 30,626 25,044 41,642

Net income attributable to noncontrolling and redeemable noncontrolling interests ( 1,525 ) ( 22,785 ) ( 41,508 )

( 22,785 ) ( 41,508 ) ( 30,125 )

Net income attributable to Stagwell Inc.

common shareholders $ 29,101 $ 2,259 $ 134

$ 2,259 $ 134 $ 19,919

Earnings per common share:

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COMPREHENSIVE INCOME (LOSS)

$ 25,044 $ 41,642 $ 50,044

Net income $ 30,626 $ 25,044 $ 41,642

Other comprehensive income (loss) - Foreign currency translation adjustment 38,055 ( 27,699 ) 7,996

( 27,699 ) 7,996 ( 37,773 )

Other comprehensive income - Benefit plan adjustment, net of tax

1,424 338 4,088

Other comprehensive income (loss) - Benefit plan adjustment, net of tax ( 1,806 ) 1,424 338

Comprehensive income (loss) for the period 66,875 ( 1,231 ) 49,976

Comprehensive income attributable to the noncontrolling and redeemable noncontrolling interests ( 7,552 ) ( 7,216 ) ( 47,431 )

( 7,216 ) ( 47,431 ) ( 6,640 )

Comprehensive income (loss) attributable to Stagwell Inc.

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(amounts in thousands)

2024 December 31,

December 31, 2025 December 31, 2024

Current assets

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Other intangible assets, net 834,248 836,783

Deferred tax assets 281,057 46,926

Other assets 55,055 43,112

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Long-term lease liabilities - operating leases 224,397 245,397

Deferred tax liabilities, net 47,239 40,509

Deferred tax liabilities 54,726 47,239

Long-term tax receivable agreement liability 252,390 25,493

Other liabilities 51,077 33,646

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Shareholders’ equity

Common shares - Class A & B 115 118

Common shares - Class A 252 115

Common shares - Class C — 2

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776,367 776,905

Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Equity

Total liabilities, RNCI, and shareholders’ equity

$ 4,214,547 $ 3,908,221

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Cash flows from operating activities:

$ 25,044 $ 41,642 $ 50,044

Net income $ 30,626 $ 25,044 $ 41,642

Adjustments to reconcile net income to cash provided by operating activities:

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67,495 75,117 76,653

Impairment and other losses 1,715 11,395 122,179

Impairment and other (gains) losses ( 3,116 ) 1,715 11,395

Deferred income taxes 10,439 ( 10,686 ) 19,443

Adjustment to deferred acquisition consideration ( 7,467 ) 23,005 13,060

Gain on sale of business — ( 94,505 ) —

Loss (gain) on sale of business 2,245 — ( 94,505 )

Bargain purchase gain ( 9,937 ) — —

Other, net 7,519 7,622 8,313

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Expenditures billable to clients 12,012 ( 54,350 ) ( 21,477 )

Other assets ( 6,200 ) 1,153 ( 1,388 )

Other current assets ( 51,534 ) ( 6,200 ) 1,153

Accounts payable 73,573 24,438 52,837

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Cash flows from investing activities:

Capitalized software ( 67,489 ) ( 35,094 ) ( 28,175 )

Capital expenditures ( 43,741 ) ( 18,912 ) ( 14,238 )

Acquisitions, net of cash acquired ( 6,179 ) ( 103,254 ) ( 23,339 )

Capitalized software ( 35,094 ) ( 28,175 ) ( 12,774 )

Proceeds from sale of business, net 10,850 — 229,484

Other ( 7,119 ) ( 5,212 ) ( 7,781 )

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

( 113,678 ) ( 162,472 ) 155,951

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Purchase of noncontrolling interest — ( 3,316 ) —

Debt issuance costs — ( 844 ) —

Debt financing and other costs ( 6,077 ) — ( 844 )

Net cash provided by (used in) financing activities

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Cash and cash equivalents at end of period $ 104,537 $ 131,339 $ 119,737

Supplemental Cash Flow Information:

STAGWELL INC.

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2025 2024 2023

Supplemental Cash Flow Information:

Cash income taxes paid $ 22,952 $ 23,906 $ 45,538

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Non-cash investing and financing activities:

Acquisitions of business 47,082 8,332 1,178

Shares issued for business acquisitions 15,300 47,082 8,332

Acquisitions of noncontrolling interest — 27,207 22,172

Share issuances

Establishment of a deferred tax asset related to the exchange — — 30,556

Establishment of Tax Receivables Agreement liability — — 26,610

Addition to deferred tax asset related to exchange of Paired Units 237,941 — —

Addition to Tax Receivables Agreement liability related to exchange of Paired Units 229,684 — —

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

Finalization of Stagwell Inc’s tax basis in Stagwell Global, LLC — — 119,470

Non-cash payment of deferred acquisition consideration 18,208 32,820 989

Shares and other non-cash payment for deferred acquisition consideration 21,827 18,208 32,820

See Notes to the Audited Consolidated Financial Statements .

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Common Shares -

Class C Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss

Stagwell Inc.

Class A Common Shares -

Class C Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Stagwell Inc.

Shareholders’ Equity

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Balance at December 31, 2024 114,847 $ 115 151,649 $ 2 $ 343,647 $ 11,740 $ ( 23,773 ) $ 331,731 $ 445,174 $ 776,905

118,469 $ 118 151,649 $ 2 $ 348,494 $ 21,148 $ ( 13,067 ) $ 356,695 $ 468,577 $ 825,272

— — — — — 2,259 — 2,259 22,785 25,044

Other comprehensive loss

— — — — — — ( 10,706 ) ( 10,706 ) ( 15,569 ) ( 26,275 )

Total other comprehensive income (loss) — — — — — 2,259 ( 10,706 ) ( 8,447 ) 7,216 ( 1,231 )

Net income — — — — — 29,101 — 29,101 1,525 30,626

Other comprehensive income — — — — — — 30,222 30,222 6,027 36,249

Total other comprehensive income — — — — — 29,101 30,222 59,323 7,552 66,875

Distributions to noncontrolling interests — — — — — — — — ( 7,173 ) ( 7,173 )

— — — — — — — — ( 23,843 ) ( 23,843 )

Purchases of noncontrolling interest — — — — ( 3,069 ) — — ( 3,069 ) ( 10,226 ) ( 13,295 )

Changes in redemption value of RNCI, net of tax — — — — — ( 9,657 ) — ( 9,657 ) — ( 9,657 )

— — — — — ( 11,669 ) — ( 11,669 ) — ( 11,669 )

Restricted awards granted or vested 5,853 6 — — 1,160 — — 1,166 — 1,166

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Stock-based compensation — — — — 48,560 — — 48,560 — 48,560

Change in ownership held by Class C shareholders

— — — — ( 5,886 ) — — ( 5,886 ) 6,380 494

Shares issued, acquisitions 5,881 6 — — 32,061 — — 32,067 — 32,067

Change in ownership held by Class C shareholders — — — — ( 1,509 ) — — ( 1,509 ) 1,509 —

Conversion of Class C to Class A shares 151,649 152 ( 151,649 ) ( 2 ) 447,412 — ( 25,701 ) 421,861 ( 421,861 ) —

— — — — 7,366 1,746 — 9,112 ( 7,227 ) 1,885

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252,272 $ 252 — $ — $ 744,463 $ 32,930 $ ( 19,252 ) $ 758,393 $ 17,974 $ 776,367

(1) Distributions to noncontrolling interests include approximately $ 21.6 million to Class C shareholders.

(1) The Other line within Paid-in Capital includes $ 8.1 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 Audited Consolidated Financial Statements .

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Common Shares -

Class A & B Common Shares -

Class A Common Shares -

Class C Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss

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Net income — — — — — 2,259 — 2,259 22,785 25,044

Other comprehensive income

— — — — — — 2,411 2,411 5,923 8,334

Total other comprehensive income

— — — — — 134 2,411 2,545 47,431 49,976

Other comprehensive loss — — — — — — ( 10,706 ) ( 10,706 ) ( 15,569 ) ( 26,275 )

Total other comprehensive income (loss) — — — — — 2,259 ( 10,706 ) ( 8,447 ) 7,216 ( 1,231 )

Distributions to noncontrolling interests (1)

— — — — — — — — ( 23,843 ) ( 23,843 )

Purchases of noncontrolling interest — — — — ( 3,069 ) — — ( 3,069 ) ( 10,226 ) ( 13,295 )

Changes in redemption value of RNCI — — — — — ( 442 ) — ( 442 ) — ( 442 )

Changes in redemption value of RNCI, net of tax — — — — — ( 11,669 ) — ( 11,669 ) — ( 11,669 )

Restricted awards granted or vested 3,856 4 — — 1,109 — — 1,113 — 1,113

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Stock-based compensation — — — — 45,509 — — 45,509 — 45,509

Shares issued, acquisitions 7,530 8 — — 41,152 — — 41,160 — 41,160

Change in ownership held by Class C shareholders

— — — — ( 5,886 ) — — ( 5,886 ) 6,380 494

Conversion of Class C to Class A shares 9,260 9 ( 9,260 ) — ( 9 ) — — — — —

1 ( 1 ) — — ( 1,614 ) ( 639 ) — ( 2,254 ) ( 712 ) ( 2,966 )

Shares issued, acquisitions 9,567 10 — — 65,283 — — 65,293 — 65,293

Other 53 — — — 439 2 — 441 ( 2,930 ) ( 2,489 )

Balance at December 31, 2024 114,847 $ 115 151,649 $ 2 $ 343,647 $ 11,740 $ ( 23,773 ) $ 331,731 $ 445,174 $ 776,905

(1) The Other line within Paid-in Capital includes $ 1.6 million in connection with the modification of certain stock-appreciation rights from equity to cash-settled that were subsequently exercised in equity.

(1) Distributions to noncontrolling interests include approximately $ 21.6 million to Class C shareholders

See Notes to the Audited Consolidated Financial Statements.

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Class A & B Common Shares -

Class C Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Stagwell Inc.

Class C Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss

Stagwell Inc.

Shareholders’ Equity

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Balance at December 31, 2022 131,724 $ 132 160,909 $ 2 $ 491,899 $ 22,095 $ ( 15,478 ) $ 498,650 $ 430,164 $ 928,814

— — — — — 19,919 — 19,919 30,125 50,044

Other comprehensive loss

— — — — — — ( 10,200 ) ( 10,200 ) ( 23,485 ) ( 33,685 )

Total other comprehensive income (loss)

— — — — — 19,919 ( 10,200 ) 9,719 6,640 16,359

Net income — — — — — 134 — 134 41,508 41,642

Other comprehensive income — — — — — — 2,411 2,411 5,923 8,334

Total other comprehensive income — — — — — 134 2,411 2,545 47,431 49,976

Distributions to noncontrolling interests — — — — — — — — ( 19,164 ) ( 19,164 )

Purchases of noncontrolling interests — — — — ( 1,000 ) — — ( 1,000 ) ( 3,600 ) ( 4,600 )

Acquisition of noncontrolling interests — — — — — — — — 2,667 2,667

Purchases of noncontrolling interest — — — — 3,257 — — 3,257 — 3,257

Changes in redemption value of RNCI — — — — — ( 442 ) — ( 442 ) — ( 442 )

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Shares issued, acquisitions 7,530 8 — — 41,152 — — 41,160 — 41,160

Change in ownership held by Class C shareholders

— — — — ( 10,858 ) — — ( 10,858 ) 10,858 —

Conversion of Class C to Class A shares 9,260 9 ( 9,260 ) — ( 9 ) — — — — —

Finalization of Stagwell Inc's tax basis in Stagwell Global, LLC — — — — 119,470 — — 119,470 — 119,470

Finalization of MDC acquisition accounting and associated impact on Stagwell Inc.

1 ( 1 ) — — ( 1,614 ) ( 639 ) — ( 2,254 ) ( 712 ) ( 2,966 )

Other 242 1 — — ( 6,960 ) 447 — ( 6,512 ) ( 8,244 ) ( 14,756 )

Balance at December 31, 2023 118,469 $ 118 151,649 $ 2 $ 348,494 $ 21,148 $ ( 13,067 ) $ 356,695 $ 468,577 $ 825,272

See Notes to the Audited Consolidated Financial Statements.

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Stagwell Inc.

(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.

(together with its consolidated subsidiaries, unless the context requires otherwise, the “Company,” “we,” or “Stagwell”), incorporated under the laws of Delaware, operates a global network of technology-enabled marketing & advertising, media, data, and technology businesses (“Brands”).

We help clients grow by delivering both discrete and integrated products and services, including self-service SaaS and DaaS.

Our offerings address needs such as creative, communications strategy, digital transformation, experiences, technology solutions, and market research across its Marketing Services, Communications, Digital Transformation, Media & Commerce, and The Marketing Cloud segments that support clients in navigating change and achieving measurable results in a rapidly evolving business environment.

On September 30, 2025, the Company reorganized its organizational structure that aligned our segments.

Refer to Note 18 of the Notes included herein for additional information.

The accompanying Audited Consolidated Financial Statements include the accounts of Stagwell and its subsidiaries.

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Recent Developments

On January 1, 2025, the Company entered into a stock purchase agreement to acquire ADK Group, an integrated marketing solutions company.

The purchase price is dependent on the closing balance sheet but is estimated to be approximately $24 million.

The acquisition is expected to close in the second quarter of 2025.

On December 23, 2024, the Company entered into a sale purchase agreement to acquire Create Group Holding Limited, a strategic digital communications group in Middle East, for approximately $ 16 million, subject to post-closing adjustments.

Under the agreement, the sellers are entitled to contingent consideration up to a maximum value of approximately $ 24 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, par value $0.001 per share (the “ Class A Common Stock ” ) at the Company’s discretion.

The acquisition is expected to close in the second quarter of 2025.

On January 30, 2026, the Company acquired Wavelength, a digital advocacy and communications company, for an estimated purchase price of $ 10.2 million, of which approximately $ 4.6 million was paid in cash and approximately $ 5.6 million was paid in 863,624 shares of the Company’s Class A Common Stock subject to post-closing adjustments.

In connection with the acquisition, the sellers are eligible to earn contingent consideration up to a maximum value of $ 24.8 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.

On March 4, 2026, the Board authorized an extension and a $ 350.0 million increase in the size of our previously approved stock repurchase program (the “Repurchase Program”).

Under the Repurchase Program, as amended, we may repurchase up to an aggregate of $ 725.0 million of shares of our outstanding Class A Common Stock, with any previous purchases under the Repurchase Program continuing to count against that limit.

The Repurchase Program will expire on March 4, 2029.

On March 11, 2026, pursuant to a resolution approved by independent members of the Board of Directors (“Board”), the Company repurchased 6,198,425 shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), at a price of $ 6.1677 per share, for a total of $ 38.2 million.

The shares were purchased from executive officers and other employees to satisfy their tax obligations resulting from the Class C Exchange as described in Note 12 of the Notes included herein.

Significant Accounting Policies

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These estimates require the use of assumptions about future performance, which are uncertain at the time of estimation.

As of December 31, 2024, the effects of global macroeconomic and geopolitical uncertainty on the Company’s business, results of operations and financial condition continue to evolve.

As of December 31, 2025, the effects of global macroeconomic and geopolitical uncertainty on the Company’s business, results of operations and financial condition continue

As a result, many of the Company’s estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility.

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Accordingly, the Company accounts for the transfers as sales of trade receivables by recognizing an increase to cash and a decrease to accounts receivable when the receivables are transferred, with the proceeds being included in cash flows from operating activities in the Consolidated Statements of Cash Flows.

The trade receivables transferred to the third parties were $ 435.6 million, $ 393.9 million and $ 176.5 million, during the years ended December 31, 2024, 2023, and 2022, respectively.

The trade receivables collected by the Company that were not remitted to the third parties under these arrangements were recorded in Accruals and other liabilities on the Consolidated Balance Sheets and total $ 19.5 million as of December 31, 2024, $ 1.8 million as of December 31, 2023, and $ 5.7 million as of December 31, 2022.

Fees for these arrangements were recorded in Office and general expenses in the Consolidated Statements of Operations and totaled $ 5.8 million, $ 5.4 million, and $ 1.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The trade receivables transferred to the third parties were $ 501.3 million, $ 435.6 million and $ 393.9 million, dur ing the years ended December 31, 2025, 2024, and 2023, respectively.

The trade receivables collected by the Company that were not remitted to the third parties under these arrangements were recorded in Accruals and other liabilities on the Audited Consolidated Balance Sheets and t otal $ 21.2 million as of December 31, 2025 , $ 19.5 million as of December 31, 2024, and $ 1.8 million as of December 31, 2023.

Fees for these arrangements were recorded in Office and general expenses on the Consolidated Statements of Operations and totaled $ 5.6 million, $ 5.8 million, and $ 5.4 million for the years ended December 31, 2025, 2024, and 2023 , respectively.

Expenditures Billable to Clients .

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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.

Buildings are depreciated on a straight-line basis over periods of twenty to forty years.

Land is stated at cost and is not depreciated.

Repairs and maintenance costs are expensed as incurred.

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See Note 10 of the Notes included herein for further information on leases.

Impairment of Long-lived Assets .

A long-lived asset or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of such asset or asset group.

If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable.

The discount rate applied to these cash flows is based on the Company’s weighted average cost of capital (“WACC”), risk adjusted where appropriate, or another appropriate discount rate.

Goodwill (the excess of the acquisition cost over the fair value of the net assets acquired) acquired as a result of a business combination is not amortized but rather tested for impairment, at the reporting unit level, annually as of October 1st of each year, or more frequently if indicators of potential impairment exist.

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Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel.

If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired, and the quantitative impairment test is not necessary.

For reporting units for which the qualitative assessment concludes that it is more likely than

not that the fair value of the reporting unit is less than its carrying amount, the Company will perform the quantitative impairment test, which compares the fair value of the reporting unit to its carrying amount.

impairment test is not necessary.

For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects not to perform the qualitative assessment, the Company will perform the quantitative impairment test, which compares the fair value of the reporting unit to its carrying amount.

If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired.

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The DCF estimates incorporate expected cash flows that represent a spectrum of the amount and timing of possible cash flows of each reporting unit from a market participant perspective.

The expected cash flows are developed from the Company’s long-range planning process using projections of operating results and related cash flows based on assumed revenue growth rates, EBITDA margin, long-term growth rates, and appropriate discount rates based on a reporting unit’s WACC as determined by considering the observable WACC of comparable companies and factors specific to the reporting unit.

The expected cash flows are developed from the Company’s long-range planning process using projections of operating results and related cash flows based on assumed revenue growth rates, EBITDA margins, long-term growth rates, and appropriate discount rates based on a reporting unit’s WACC as determined by considering the observable WACC of comparable companies and factors specific to the reporting unit.

The terminal value is estimated using a constant growth method which requires an assumption about the expected long-term growth rate.

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A straight-line amortization method is used over the estimated useful life which is representative of the pattern of how the economic benefits of the specific intangible asset is consumed.

Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable.

Recoverability is measured by a comparison of the carrying amount of an intangible asset to estimated undiscounted future cash flows expected to be generated from use of the asset and its eventual disposition.

If the total of the undiscounted future cash flows is less than the carrying amount of those assets, a quantitative assessment is performed using an income approach, which incorporates the use of the DCF method.

Impairment of Long-lived Assets .

Long-lived assets include fixed assets, right-of-use lease assets, and definite lived intangible assets, which are grouped at the level for which discrete financial information is available (“Asset Group”).

An Asset Group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the Asset Group to its carrying amount.

The discount rate applied to these cash flows is based on the Company’s weighted average cost of capital (“WACC”), risk adjusted where appropriate, or another appropriate discount rate.

Business Combinations.

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Certain acquisitions include an initial payment at the time of closing and provide for future additional contingent purchase price payments.

Contingent purchase price obligations for these transactions are recorded as deferred acquisition consideration liabilities on the balance sheet.

Arrangements that are not contingent upon future employment are initially measured at the acquisition date fair value and are remeasured at each reporting period.

Arrangements that are contingent upon future employment are expensed as earned over the respective vesting (employment) period.

Contingent purchase price obligations for these transactions are recorded as deferred acquisition consideration liabilities on the Consolidated Balance Sheets .

Arrangements that are not contingent upon future employment are initially measured at the acquisition date fair value and are remeasured at each reporting period and are included within Office and general expenses on the Consolidated Statements of Operations.

Arrangements that are contingent upon future employment are expensed over the respective vesting (employment) period and are included within Office and general expenses on the Consolidated Statements of Operations.

These liabilities are derived from the projected performance of the acquired entity.

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The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas, such as the average earnings of the relevant subsidiary through the date of exercise or the growth rate of the earnings of the relevant subsidiary during that period.

In the event that noncontrolling shareholders have a right to require the

Company to purchase their ownership interest, the amounts are recorded in Redeemable Noncontrolling Interests in mezzanine equity on the Consolidated Balance Sheets at their acquisition date fair value and adjusted for changes to their estimated redemption value through Retained earnings or Paid-in capital (if at an accumulated deficit) in the Consolidated Balance Sheets (but not less than their initial redemption value), except for foreign currency translation adjustments.

In the event that noncontrolling shareholders have a right to require the Company to purchase their ownership interest, the amounts are recorded in Redeemable Noncontrolling Interests in mezzanine equity on the Consolidated Balance Sheets at their acquisition date fair value and adjusted for changes to their estimated redemption value through Retained earnings or Paid-in capital (if at an accumulated deficit) in the Consolidated Balance Sheets (but not less than their initial redemption value), except for foreign currency translation adjustments.

These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values.

Control to Control Subsidiary Purchases.

Transactions involving the purchase, sale or issuance of interests of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable.

Any difference between the purchase price and noncontrolling interest is recorded to Paid-in capital in the Consolidated Balance Sheets.

Transactions involving the purchase, sale or issuance of interests of a subsidiary where control is maintained are recorded as an adjustment in the redeemable noncontrolling interests or noncontrolling interests, as applicable.

Any difference between the purchase price and noncontrolling interest is recorded to Paid-in capital on the Consolidated Balance Sheets.

In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in the Consolidated Statement of Operations.

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See Note 5 of the Notes included herein for additional information.

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 Company provides marketing and advertising services to a client where the founder of the client has a significant interest in the Company and recor ded $ 6.3 million and $ 4.9 million of related party revenue for the years ended December 31, 2025 and 2024, respectively.

The related party revenue of the year ended December 31, 2023 was nil .

Cost of Services .

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The Company may purchase shares of Class A Common Stock under its stock repurchase program (the “Repurchase Program”) as well as repurchases outside of the Repurchase Program.

The Company accounts for these repurchases by reducing the value of our Class A Common Stock for the par value of the shares repurchased and account for the

difference between the price paid for the Class A Common Stock, excluding fees, and the par value of such stock to Paid-in capital.

The Company accounts for these repurchases by reducing the value of our Class A Common Stock for the par value of the shares repurchased and account for the difference between the price paid for the Class A Common Stock, excluding fees, and the par value of such stock to Paid-in capital.

See Note 14 of the Notes included herein for further details of our share buyback plan .

Retirement Costs .

Several of the Company’s subsidiaries offer employees access to certain defined contribution retirement programs.

Under the defined contribution plans, these subsidiaries, in some cases, make annual contributions to participants’ accounts which are subject to vesting.

The Company offers employees access to certain defined contribution retirement programs.

Under the defined contribution plans, certain subsidiaries make annual contributions to participants’ accounts which are subject to vesting.

The Company’s contribution expense pursuant to these plans was $ 24.5 million, $ 19.7 million, and $ 20.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company also has a defined benefit pension plan.

See Note 12 of the Notes included herein for additional information on the defined benefit plan.

A subsidiary of the Company sponsors a frozen defined benefit pension plan providing benefits based on years of service and compensation.

Net periodic pension income for the years ended December 31, 2025, 2024, and 2023 was $ 0.7 million, $ 0.2 million, and $ 0.3 million, respectively, reflecting interest cost, expected return on plan assets, and amortization of actuarial gains.

The above components are included within Other, net on the Consolidated Statements of Operations.

The Company recognized a gain on settlement of $ 0.3 million in 2025.

The weighted-average discount rate and expected long-term return on plan assets used to determine 2025 net periodic cost were 5.75 % and 7.00 %, respectively.

The projected benefit obligation (“PBO”) was $ 25.1 million and $ 24.8 million as of December 31, 2025 and December 31, 2024, respectively, and plan assets were $ 22.7 million and $ 23.4 million as of December 31, 2025 and December 31, 2024, respectively, resulting in an unfunded status of $ 2.3 million and $ 1.3 million as of December 31, 2025 and December 31, 2024, respectively.

The discount rate used to measure the PBO was 5.23 % and 5.75 % as of December 31, 2025 and December 31, 2024, respectively.

Plan assets are invested in commingled funds and Level 1 mutual funds with a target allocation of 100 % equity (actual 2025 allocation:

100 % equity).

Commingled funds are measured at the net asset value (“NAV”) per unit, and as a practical expedient, is not classified within Levels 1, 2, or 3 of the fair value hierarchy.

Accumulated net actuarial gains included in accumulated other comprehensive income were $ 4.3 million and $ 6.8 million as of December 31, 2025 and December 31, 2024, respectively.

The Company contributed $ 0.7 million in 2025 and expects to contribute $ 0.6 million in 2026;

estimated benefit payments are $ 1.8 million in 2026, $ 1.7 million in 2027, $ 1.7 million in 2028, $ 1.9 million in 2029, $ 1.9 million in 2030, and $ 9.2 million between 2031 and 2035.

Earnings (Loss) per Common Share .

Basic earnings (loss) per common share is based upon the weighted average number of common shares outstanding during each period.

Diluted earnings (loss) per common share is based on the above, in addition, if dilutive, common share equivalents, which include stock appreciation rights, unvested restricted stock and restricted stock units, as well as shares of Class C common stock, par value $0.00001 per share (the “Class C Common Stock”).

Diluted earnings (loss) per common share is based on the above, in addition, if dilutive, common share equivalents, which include stock appreciation rights, stock options, unvested restricted stock and restricted stock units, deferred acquisition consideration, redeemable noncontrolling interests, profits interests, as well as shares of Class C common stock, par value $0.00001 per share (the “Class C Common Stock”).

Foreign Currency .

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New Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220) 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.

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270):

Improvements to Interim Disclosure Requirements (“ASU 2025-11”), to enhance the transparency and consistency of interim financial reporting by clarifying and expanding certain disclosure requirements in interim periods.

ASU 2025-11 is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The Company is evaluating the impact of these new requirements on its interim financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), to clarify the scope, capitalization criteria, and disclosure requirements for software costs that are accounted for under Subtopic 350-40 (referred to as “internal-use software”).

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The Company is evaluating the impact of these new requirements on the accounting for its internal-use software.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides practical expedients and clarifications for estimating expected credit losses on current accounts receivable and current contract assets.

ASU 2025-05 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The amendments are applied prospectively.

The Company is evaluating the impact of these new requirements on its financial instruments accounting and related disclosures.

In November 2024, the FASB issued 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.

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 a purchase price of $ 21.7 million in cash.

The Company recognized a bargain purchase gain of $ 9.9 million, which was included within Bargain purchase gain on the Consolidated Statements of Operations.

The bargain purchase gain resulted primarily from the sellers’ decision to divest certain loss-making operations on an expedited basis in connection with a broader transaction, as well as from significant foreign exchange and repatriation restrictions on cash held in certain jurisdictions, which limited the economic utility of those assets to the sellers and led to a purchase price below the fair value of the identifiable net assets acquired.

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 as the Company has not yet finalized its valuation procedures and may still make adjustments.

The preliminary purchase price allocation is as follows:

(dollars in thousands)

Cash and cash equivalents

Accounts receivable, net

Other current assets

Fixed assets 1,110

Right of use lease assets 1,111

Other assets 680

Accounts payable

Accrued media ( 1,526 )

Accruals and other liabilities

Advance billings

Current portion of lease liabilities - operating leases

Long-term lease liabilities - operating leases

Other liabilities ( 1,092 )

Net assets assumed 31,609

Bargain purchase gain 9,937

Purchase price consideration

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, consisting of $ 10.3 million paid in cash, $ 11.3 million paid in 2,017,857 shares of the Company’s Class A Common Stock and $ 0.7 million paid 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.

Trade name of $ 1.0 million, Customer relationships of $ 6.5 million, and Goodwill of $ 11.9 million were assigned to the Marketing Services 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, consisting of $ 11.5 million paid in cash, $ 4.0 million paid in 653,663 shares of the Company’s Class A Common Stock, and $ 0.2 million paid in a deferred cash payment, subject to post-closing adjustments.

On August 11, 2025, the Company paid $ 0.3 million to the sellers as a post-closing adjustment, which included the settlement of the $0.2 million deferred cash payment.

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.

Trade name of $ 0.6 million, Customer relationships of $ 3.8 million, and Goodwill of $ 6.2 million were assigned to the Digital Transformation 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.

The unaudited pro forma revenue and net income in 2025 for the individual acquisitions and in the aggregate were not materially different from the actual amounts of revenue and net income reported for these periods.

Further, there were no material post-closing adjustments in 2025.

2025 Disposition

On October 30, 2025, the Company sold a Brand, which was included in the Marketing Services segment, for $ 11.5 million in cash resulting in a pre-tax loss of approximately $ 2.2 million.

The divestiture did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore its results of operations were not reported as discontinued operations.

2024 Acquisitions

Acquisition of Unicepta

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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:

The purchase price allocation is as follows:

(dollars in thousands)

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Identifiable intangible assets

Other assets 140

Accounts payable

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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 $ 33.3 million was assigned to the Stagwell Marketing Cloud Group reported within All Other.

Goodwill of $ 36.0 million was assigned to The Marketing Cloud reportable segment.

The goodwill is not deductible for income tax purposes.

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Total acquired intangible assets $ 36,833

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2023.

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.

Year Ended December 31, 2024 Year Ended December 31, 2023

(dollars in thousands)

$ 2,892,586 $ 2,579,374

$ 5,216 $ 33,939

Revenue attributable to Unicepta, included within the Consolidated Statements of Operations for the year ended December 31, 2024, was $ 1.7 million.

Net income attributable to Unicepta, included within the Consolidated Statements of Operations for the year ended December 31, 2024, was $ 0.4 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 $ 58.3 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, subject to post-closing adjustments.

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:

The purchase price allocation is as follows:

(dollars in thousands)

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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 $ 16.6 million was assigned to the Communications Network reportable segment.

Goodwill of $ 16.7 million was assigned to the Communications reportable segment.

The goodwill is not deductible for income tax purposes.

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Total acquired intangible assets $ 57,200

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2023.

Year Ended December 31, 2024 Year Ended December 31, 2023

(dollars in thousands)

$ 2,893,599 $ 2,585,024

$ 19,346 $ 49,039

Revenue attributable to Consulum, included within the Consolidated Statements of Operations for the year ended December 31, 2024, was $ 14.7 million.

Net loss attributable to Consulum included within the Consolidated Statements of Operations for the year ended December 31, 2024, was $ 1.6 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 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.

On January 2, 2024, the Company acquired Team Epiphany, LLC (“Team 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.

The consideration has been allocated to the assets acquired and assumed liabilities of Epiphany based upon fair values.

The consideration has been allocated to the assets acquired and assumed liabilities of Team Epiphany based upon fair values.

The purchase price allocation is as follows:

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Purchase price consideration

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.

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 Team Epiphany.

Goodwill of $ 8.5 million was assigned to the Marketing Services reportable segment.

Intangible assets consist of trade names and customer relationships.

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Total acquired intangible assets

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2023.

The pro forma revenue and net income (loss) for the year ended December 31, 2024 would not be materially different from the actual revenue and net income (loss) reported.

Year Ended December 31, 2023

(dollars in thousands)

Revenue attributable to Epiphany, included within the Consolidated Statements of Operations for the year ended December 31, 2024, was $ 47.4 million.

Net income attributable to Epiphany, included within the Consolidated Statements of Operations for the year ended December 31, 2024, was $ 2.0 million.

Other 2024 Acquisitions

Acquisition of Leaders

On July 19, 2024, the Company acquired L.D.R.S.

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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.

Trade name of $ 0.6 million, Customer relationships of $ 0.7 million, and Goodwill of $ 4.9 million were assigned to The Marketing Cloud reportable segment.

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.

Acquisition of PROS

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.

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.

Trade name of $ 0.3 million, Customer relationships of $ 2.4 million, and Goodwill of $ 5.5 million were assigned to the Communications reportable segment.

The goodwill is not fully deductible for income tax purposes.

Acquisition of WNP

On April 4, 2024, the Company acquired What’s Next Partners (“WNP”), for € 4.3 million (approximately $ 5 million) in cash.

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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.

Trade name of $ 0.4 million, Customer relationships of $ 2.4 million, and Goodwill of $ 5.4 million were assigned to the Marketing Services 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 less than $ 0 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, subject to post-closing adjustments.

Acquisition of Sidekick

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 $ 2.0 million was assigned to the Communications Network reportable segment.

Customer relationships of $ 0.7 million, and Goodwill of $ 2.2 million was assigned to the Communications reportable segment.

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.

2023 Acquisitions

On November 1, 2023, the Company acquired Movers and Shakers LLC (“Movers and Shakers”), a digital creative company, for $ 14.7 million, of which $ 10.2 million was paid in cash and $ 4.5 million in 1,006,711 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 $ 35.0 million, subject to meeting certain future earnings targets and continued employment, 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 Movers and Shakers and expected growth related to new customer relationships.

Goodwill of $ 8.2 million was assigned to the Integrated Agencies Network reportable segment.

The goodwill is fully deductible for income tax purposes.

On October 2, 2023, the Company acquired Left Field Labs LLC (“LFL”), a digital experience design and strategy company, for $ 13.2 million, of which $ 9.4 million was paid in cash and $ 3.8 million in 825,402 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 $ 51.0 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 LFL and expected growth related to new customer relationships.

Goodwill of $ 7.9 million was assigned to the Integrated Agencies Network reportable segment.

The goodwill is fully deductible for income tax purposes.

On July 3, 2023, the Company acquired Tinsel Experiential Design LLC (“Tinsel”), a marketing and design company, for $ 2.5 million in cash consideration, subject to post-closing adjustments.

In connection with the acquisition, the sellers are entitled to contingent consideration, subject to continued employment, and meeting certain future earnings targets.

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 Tinsel and expected growth related to new customer relationships.

Goodwill of $ 1.6 million was assigned to the Integrated Agencies Network reportable segment.

The goodwill is fully deductible for income tax purposes.

On April 25, 2023, the Company acquired Huskies, Ltd.

(“Huskies”), for € 5.2 million ($ 5.6 million) of cash consideration, of which € 0.9 million ($ 1.0 million) is deferred, subject to post-closing adjustments.

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 Huskies and expected growth related to new customer relationships and geographic expansion.

Goodwill of $ 2.6 million was assigned to the Brand Performance Network reportable segment.

The goodwill is non-deductible for income tax purposes.

The unaudited pro forma revenue and net income in 2024 for the individual acquisitions and in the aggregate were not materially different from the actual amounts of revenue and net income reported for these periods.

Further, there were no material post-closing adjustments in 2024.

2023 Dispositions

On October 31, 2023, the Company sold ConcentricLife (“Concentric”), which was included in Integrated Agencies Network, to a strategic buyer for $ 245.0 million in cash resulting in a pre-tax gain of $ 94.5 million.

The gain was recognized within Gain on sale of business within the Consolidated Statements of Operations.

On October 31, 2023, the Company sold ConcentricLife (“Concentric”) to a strategic buyer for $ 245.0 million in cash resulting in a pre-tax gain of $ 94.5 million.

The gain was recognized within Gain (loss) on sale of business on the Consolidated Statements of Operations.

2022 Acquisitions

The Company acquired the entities below in the year ended December 31, 2022.

Pro forma revenue and net income related to these acquisitions are as follows:

Brand New Galaxy

The pro forma revenue and net income for the year ended December 31, 2022, was $ 2,698.0 million and $ 49.3 million, respectively.

TMA Direct, Inc.

The pro forma revenue and net income for the year ended December 31, 2022, was $ 2,691.6 million and $ 51.4 million, respectively.

Maru Group Limited

The pro forma revenue and net income for the year ended December 31, 2022, was $ 2,717.7 million and $ 36.0 million, respectively.

Wolfgang, LLC.

The pro forma revenue and net income for the year ended December 31, 2022, was $ 2,696.7 million and $ 51.4 million, respectively.

Epicenter Experience LLC.

The pro forma revenue and net income for the year ended December 31, 2022, was $ 2,691.0 million and $ 49.7 million, respectively.

The Company’s revenue recognition policies are established in accordance with ASC 606, and accordingly, revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The Stagwell network provides an extensive range of services to our clients, offering a variety of marketing and communication capabilities including strategy, creative and production for advertising campaigns across a variety of platforms (digital, social media, television broadcast, and print), public relations services including strategy, editorial, crisis support or issues management, online fundraising, media training, influencer engagement and events management, and subscription-based software-as-a-service and data-as-a service models.

The Company’s revenue recognition policies are established in accordance with FASB’s Accounting Standards Codification 606 - Revenue from Contracts with Customers (“ASC 606”), and accordingly, revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Stagwell’s Brands provides an extensive range of services to its clients, offering a variety of marketing and communication capabilities including strategy, creative and production for advertising campaigns across a variety of platforms (digital, social media, television broadcast, and print), public relations services including strategy, editorial, crisis support or issues management, online fundraising, media training, influencer engagement and events management, and subscription-based software-as-a-service and data-as-a service models.

We also provide media-based solutions to drive brand performance, including buying and planning across a range of platforms (out-of-home, paid search, social media, lead generation, programmatic, television broadcast), experiential marketing and application/website design and development.

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We typically satisfy our performance obligations over time, as services are performed.

Fees for services are typically recognized using input methods (direct labor hours, materials and third-party costs) that correspond with efforts incurred to date

in relation to total estimated efforts to complete the contract.

Fees for services are typically recognized using input methods (direct labor hours, materials and third-party costs) that correspond with efforts incurred to date in relation to total estimated efforts to complete the contract.

To a lesser extent, revenue is recognized using output measures, such as impressions or ongoing reporting.

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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 Company provides a broad range of services to a large base of clients across each of our segments 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.

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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.

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.

We reclassified certain brands between principal capabilities in 2024.

The prior year (2023) amounts presented have been revised to reflect this change.

The following table presents revenue disaggregated by our principal capabilities for the years ended December 31,:

Principal Capabilities Reportable Segment 2024 2023 2022

(dollars in thousands)

Digital Transformation All segments $ 718,371 $ 636,657 $ 773,677

Creativity and Communications All segments 1,328,916 1,167,432 1,222,289

Performance Media and Data Integrated Agencies Network and Brand Performance Network 323,978 295,304 279,903

Consumer Insights and Strategy Integrated Agencies Network 190,133 192,209 212,869

Stagwell Marketing Cloud Group All segments 279,818 235,575 199,054

$ 2,841,216 $ 2,527,177 $ 2,687,792

Stagwell’s Brands are located in the United States, the United Kingdom, and 33 other countries around the world.

The Company’s Brands often cooperate with one another through referrals and the sharing of economics, services and expertise, which enables Stagwell to service clients’ varied marketing needs by crafting custom integrated solutions.

As of December 31, 2025, Stagwell’s Brands were located in the United States, the United Kingdom, and at least 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 years ended December 31,:

The following table presents revenue disaggregated by geography based on where the services are performed for the years ended December 31:

Geographical Location Reportable Segment 2025 2024 2023

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United States All $ 2,245,529 $ 2,336,988 $ 2,058,883

United Kingdom All 165,103 160,954 181,764

United Kingdom All (except Digital Transformation) 172,219 165,103 160,954

Other All 491,252 339,125 307,340

$ 2,909,000 $ 2,841,216 $ 2,527,177

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.

See Note 18 of the Notes included herein for further discussion on disaggregated revenue data.

Unbilled Receivables and Contract Liabilities

Unbilled receivables 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 Consolidated Balance Sheets.

These assets were $ 135.9 million and $ 141.9 million as of December 31, 2024, and December 31, 2023, respectively.

In arrangements in which we are acting as agent, contract assets are included on the Consolidated Balance Sheets as Expenditures billable to clients.

In arrangements in which we are acting as principal, unbilled receivables are included as a component of Accounts receivable on the Consolidated Balance Sheets.

These receivables were $ 154.2 million and $ 135.9 million as of December 31, 2025 and December 31, 2024, respectively.

In arrangements in which we are acting as agent, unbilled receivables pertaining to reimbursable vendor costs are included on the Consolidated Balance Sheets as Expenditures billable to clients.

These assets were $ 164.7 million and $ 173.2 million as of December 31, 2025 and December 31, 2024, respectively.

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Such fees and reimbursements of third-party costs are classified as Advance billings on the Company’s Consolidated Balance Sheets.

Advance billings at December 31, 2024, and December 31, 2023, were $ 294.6 million and $ 301.7 million, respectively.

The change in Advance billings of $ 7.1 million for the year ended December 31, 2024, was primarily driven by $ 290.7 million of revenue recognized that was included in the Advance billings balances as of December 31, 2023, 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 Consolidated Statements of Operations.

The Company acquired $ 10.2 million in contract assets and $ 15.7 million in contract liabilities in connection with the acquisition of Epiphany, Consulum, and Unicepta.

Advance billings as of December 31, 2025 and December 31, 2024, were $ 329.8 million and $ 294.6 million, respectively.

Substantially all of the Advance billings balance as of December 31, 2024 was recognized as revenue in 2025, which included the incurrence and reimbursement of third-party costs where the Company acts as an agent.

The Company acquired an aggregate of $ 10.1 million in unbilled receivables in connection with the acquisitions of ADK and Create, and $ 7.4 million in contract liabilities in connection with the acquisition of ADK.

See Note 4 of the Notes included herein for additional information related to these acquisitions.

Changes in the contract asset and liability balances during the year ended December 31, 2024, were not materially impacted by write-offs, impairment losses or any other factors.

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 $ 118.8 million of unsatisfied performance obligations as of December 31, 2024, of which we expect to recognize approximately 80 % in 2025, 16 % in 2026 and 4 % in 2027, and thereafter .

Earnings (Loss) Per Share

For those contracts with a term of more than one year, we had $ 17.0 million of unsatisfied performance obligations as of December 31, 2025, of which we expect to recognize approximately 83 % in 2026, 15 % in 2027, 2 % in 2028, and thereafter .

Earnings Per Share

The following table presents the computations of basic and diluted earnings per common share for the year ended December 31, 2025 (amounts in thousands, except per share amounts):

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Net income $ 30,626

Net income attributable to Class C shareholders ( 17,144 )

Net loss attributable to Class C shareholders 6,637

Net income attributable to other equity interest holders ( 8,162 )

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common shareholders $ 29,101

Net loss attributable to Class C shareholders ( 6,637 )

Basic - Weighted average number of common shares outstanding 220,608

Dilutive shares:

Stock appreciation rights 461

Restricted share and restricted unit awards 4,395

Class C Shares 39,055

Stock Appreciation Rights and Restricted Awards 4,855

Employee Stock Purchase Plan shares 5

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Anti-dilutive:

Class C Shares 151,649

Class A Shares to settle deferred acquisition obligations

The following table presents the computations of basic and diluted earnings per common share for the year ended December 31, 2023 (amounts in thousands, except per share amounts):

The following table presents the computations of basic and diluted loss per common share for the year ended December 31, 2024 (amounts in thousands, except per share amounts):

Year Ended December 31,

Earnings Per Share - Basic

Net income $ 25,044

Net income attributable to Class C shareholders ( 17,144 )

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Earnings Per Share - Basic $ 0.02

Loss Per Share - Diluted

Earnings Per Share - Diluted

Net income attributable to Stagwell Inc.

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Earnings Per Share - Basic

Net income $ 50,044

Net income attributable to Class C shareholders

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common shareholders

Net income attributable to Class C shareholders 16,004

Basic - Weighted Average number of common shares outstanding 117,259

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Restricted share and restricted unit awards 4,485

Class C shares 165,971

Employee Stock Purchase Plan shares 5

Diluted - Weighted average number of common shares outstanding 122,170

Earnings Per Share - Diluted

Restricted stock awards of 3.1 million, 2.9 million and 2.3 million as of December 31, 2024, 2023, and 2022, respectively, were excluded from the computation of diluted earnings (loss) per common share because the performance contingencies necessary for vesting were not met as of the reporting date.

Anti-dilutive:

Class C Shares 154,972

Class A Shares to settle deferred acquisition obligations 5,127

Restricted stock awards of 3.5 million, 3.1 million and 2.9 million shares as of December 31, 2025, 2024, and 2023, respectively, were excluded from the computation of diluted earnings per common share because the performance contingencies necessary for vesting were not met as of the reporting date .

The following table presents the Company’s fixed assets as reported on the Consolidated Balance Sheets as of December 31:

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Leasehold improvements 100,151 ( 56,373 ) 43,778 106,380 ( 56,877 ) 49,503

Land and building 6,812 ( 17 ) 6,795 — — —

$ 188,051 $ ( 114,970 ) $ 73,081 $ 177,007 $ ( 104,301 ) $ 72,706

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Goodwill and Intangible Assets

The following table presents the Company’s goodwill as reported on the Consolidated Balance Sheets as of December 31,:

Integrated Agencies Network Brand Performance Network Communications Network All Other Total

Balance at December 31, 2021 $ 1,153,073 $ 358,613 $ 115,777 $ 25,260 $ 1,652,723

Acquired goodwill 3,330 26,176 6,569 29,387 65,462

Impairment ( 49,840 ) ( 49,314 ) — ( 17,560 ) ( 116,714 )

Transfer of goodwill between segments (1)

( 111,065 ) 111,065 — — —

Foreign currency translation ( 11,422 ) ( 13,467 ) ( 753 ) — ( 25,642 )

( 15,682 ) 685 6,124 — ( 8,873 )

On September 30, 2025, the Company reorganized its organizational structure to better reflect how the Company manages its business and goes to market, to simplify reporting and to provide clearer visibility into performance trends across its service offerings.

See Note 18 of the Notes included herein for additional information.

In accordance with ASC 350-20, Intangibles—Goodwill and Other:

Goodwill, when changes occur in the composition of reporting units, the Company is required to reallocate goodwill to the affected reporting units using a relative fair value approach and perform goodwill impairment testing for impacted reporting units both immediately before and after the reorganization.

As part of the reorganization, goodwill was reallocated using the income approach, which incorporated the use of the DCF method.

The Company performed the required goodwill impairment assessments as of the date of the reorganization and during its annual impairment testing on October 1, 2025.

Accordingly, no goodwill impairment was recognized.

The Company recast the carrying amount of goodwill to align with the new segment structure for comparative purpose.

The following table presents the Company’s recast of goodwill as reported on the Consolidated Balance Sheets as of December 31:

Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Total

Balance at December 31, 2023 $ 501,076 $ 303,263 $ 416,052 $ 229,475 $ 48,949 $ 1,498,815

Acquired goodwill 13,845 — 368 23,520 38,175 75,908

18,451 2,626 — — 21,077

( 98,779 ) — — — ( 98,779 )

Transfer of goodwill between segments (1)

( 8,517 ) — 8,517 — —

Disposition — — — — ( 7,699 ) ( 7,699 )

Foreign currency translation ( 7,015 ) — ( 2,660 ) ( 2,516 ) 35 ( 12,156 )

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Acquired goodwill 11,881 6,184 — — — 18,065

— — — ( 7,699 ) ( 7,699 )

Transfer of goodwill between segments (1)

4,122 ( 4,122 ) — — —

Disposition ( 5,684 ) — — — — ( 5,684 )

Foreign currency translation 10,849 1 6,678 2,433 4,395 24,356

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Balance at December 31, 2025 $ 524,961 $ 308,717 $ 420,438 $ 253,178 $ 87,944 $ 1,595,238

(1) Transfer of goodwill resulting from changes to the Company’s reportable segments (Networks) due to changes in the Company’s internal management and reporting structure.

See Note 20 of the Notes included herein for additional information related to these changes.

(2) Represents adjustments associated with the finalization of purchase price accounting for acquisitions.

There was $ 116.7 million of accumulated goodwill impairment charges as of December 31, 2023, and December 31, 2024.

The Company recognized an impairment and other losses charge of $ 122.2 million for the year ended December 31, 2022, primarily related to the impairment of goodwill totaling $ 116.7 million.

The goodwill impairment was to write down the carrying value in excess of the fair value at eight reporting units, three in the Integrated Agencies Network, four in the Brand Performance Network and one within the All Other category.

The charge was recorded within Impairment and other losses on the Consolidated Statements of Operations.

(1) Includes adjustments associated with the finalization of purchase price accounting for acquisitions.

The following presents the Company’s gross and net amounts of intangible assets other than goodwill as reported on the Consolidated Balance Sheets as of December 31:

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Total intangible assets, net $ 834,248 $ 836,783

The weighted average amortization period for customer relationships is thirteen years , trade names is twelve years , capitalized software is four years , and developed technology and other intangible assets is two years .

The weighted average amortization period for customer relationships is fourteen years , trade names is twelve years , capitalized software is three years , and developed technology and other intangible assets is four years .

In total, the weighted average amortization period is thirteen years .

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Deferred Acquisition Consideration

Deferred acquisition consideration on the Consolidated Balance Sheets consists of deferred obligations related to contingent and fixed purchase price payments, and contingent and fixed 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 Consolidated Statements of Operations.

Arrangements that are contingent upon future employment are initially measured at the acquisition date fair value, remeasured at each reporting period and are expensed as earned over the respective vesting (employment) period within Office and general expenses on the Consolidated Statements of Operations.

The following table presents changes in deferred acquisition consideration and a reconciliation to the amounts reported on the Consolidated Balance Sheets as of December 31:

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Additions (3)

46,598 22,172

Currency translation adjustment 2,378 ( 651 )

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$ 40,044 $ 102,115

(1) Includes deferred acquisition consideration payments settled in shares of Class A Common Stock of $ 18.2 million and $ 32.8 million, respectively, for the periods ended December 31, 2024, and December 31, 2023.

(1) Includes deferred acquisition consideration payments settled in shares of Class A Common Stock and other forms of payment of $ 21.8 million and $ 18.2 million for the years ended December 31, 2025 and 2024, respectively.

(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 4 for further information).

(3) Additions in 2024 of $ 46.6 million include $ 28.1 million related to the Company’s acquisitions.

See Note 4 of the Notes included herein for additional 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.

This amount will be paid in cash in 2025.

Additions of $ 22.2 million in 2023 represents a reclassification from redeemable noncontrolling interest to deferred acquisition consideration.

Specifically, in 2021, the Company entered into an agreement to purchase the remaining 26.7 % interest in Targeted Victory it did not previously own.

The agreement provided for the purchase of 50 % of the interest on October 1, 2021 (paid in October 2023) and 50 % on July 31, 2023 (payable in October 2025).

In connection with the purchase, the estimated amount payable in October 2025, was reclassified from redeemable noncontrolling interest to deferred acquisition consideration in 2023.

(4) The contingent and fixed deferred acquisition consideration obligation was $ 102.1 million and $ 0.0 million , respectively, as of December 31, 2024, and $ 57.5 million and $ 43.6 million, respectively, as of December 31, 2023.

The amount was paid in full as of December 31, 2025.

(4) The deferred acquisition consideration as of December 31, 2025 and December 31, 2024 includes $ 13.6 million and $ 38.4 million, respectively, expected to be settled in shares of Class A Common Stock.

The Company leases office space in North America, Europe, Asia, South America, Africa, and Australia.

The Company leases office space in North America, Europe, Asia, South America, the Middle East, Africa and Australia.

These spaces are primarily used for office and administrative purposes by the Company’s employees in performing professional services.

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The Company’s finance leases are immaterial.

The Company’s leasing policies are established in accordance with FASB’s Accounting Standards Codification 842 (“ASC 842”), and accordingly, the Company recognizes on the balance sheet at the time of lease commencement a right-of-use lease asset and a lease liability, initially measured at the present value of the lease payments.

The Company’s leasing policies are established in accordance with ASC 842, and accordingly, the Company recognizes on the balance sheet at the time of lease commencement a right-of-use lease asset and a lease liability, initially measured at the present value of the lease payments.

Right-of-use lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

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Lease payments included in the measurement of the lease liability comprise of non-cancellable lease payments, payments based upon an index or rate, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.

Lease costs are recognized in the Consolidated Statements of Operations over the lease term on a straight-line basis.

Lease costs are recognized on the 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.

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Lease liabilities are not remeasured as a result of changes in the index or rate, rather changes in these types of payments are recognized in the period in which the obligation for those payments is incurred.

In addition, some of our leases contain variable payments for utilities, insurance, real estate tax, repairs and maintenance, and

other variable operating expenses.

In addition, some of our leases contain variable payments for utilities, insurance, real estate tax, repairs and maintenance, and other variable operating expenses.

Such amounts are not included in the measurement of the lease liability and are recognized in the period when the facts and circumstances which the variable lease payments are based upon occur.

The Company has elected the practical expedient to not separate the lease components from the nonlease components.

Some of the Company’s leases include options to extend or renew the leases through 2044.

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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 through 2032.

These subleases are classified as operating leases and expire between years 2026 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 December 31, 2024, the Company had entered into one operating lease for which the commencement date had not yet occurred because the premises is being prepared for occupancy by the landlord.

Accordingly, this one lease represents an obligation of the Company that is not reflected within the Consolidated Balance Sheets as of December 31, 2024.

The aggregate future liability related to this lease was $ 0.1 million.

The discount rate used for leases accounted for under ASC 842 is the Company’s collateralized credit adjusted borrowing rate.

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Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments $ 41,404 $ 22,105 $ 37,259

$ 22,105 $ 37,259 $ 27,761

(1) Includes Right-of-use lease assets obtained in exchange for operating lease liabilities related to acquisitions.

As of December 31, 2025, the weighted average remaining lease term was 5.3 years, and the weighted average discount rate was 5.8 %.

Operating lease expense is included in Office and general expenses in the Consolidated Statements of Operations.

The Company’s lease expense for leases with a term of 12 months or less is immaterial.

In the year ended December 31, 2024, the Company ceased using certain office space and as such recognized a charge of $ 1.7 million to reduce the carrying value of two of its right-of-use lease assets and related leasehold improvements.

The right-of-use lease assets and related leasehold improvements were related to an agency within the Integrated Agencies Network and to Corporate.

In the year ended December 31, 2023, the Company ceased using certain office space and as such recognized a charge of $ 10.0 million to reduce the carrying value of four of its right-of-use assets and related leasehold improvements.

The right-of-use lease assets were related to agencies within the Integrated Agencies Network and the Brand Performance Network.

In the year ended December 31, 2022, the Company recognized a charge of $ 2.6 million, to reduce the carrying value of three of its right-of-use lease assets and related leasehold improvements.

The right-of-use lease assets and related leasehold improvements related to agencies within the Integrated Agencies Network and the Brand Performance Network.

With regard to the aforementioned impairments, the Company evaluated the facts and circumstances related to the use of the assets which indicated that they may not be recoverable.

Using sublease income to develop expected future cash flows, it was determined that the fair value of the assets was less than their carrying value.

The impairment charge is included in Impairment and other losses within the Consolidated Statements of Operations.

The Company’s lease expense for leases with a term of 12 months or less was immaterial.

As of December 31, 2025, the Company had entered into three operating leases for which the commencement date had not yet occurred because the premises were being prepared for occupancy by the landlords.

Accordingly, these leases represent obligations of the Company that were not reflected within the Consolidated Balance Sheets as of December 31, 2025.

The aggregate future liabilities related to these leases were $ 13.5 million as of December 31, 2025.

The following table presents minimum future rental payments under the Company’s leases as of December 31, 2025 and their reconciliation to the corresponding lease liabilities:

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Debt issuance costs ( 11,313 ) ( 10,376 )

5.625% Notes, net of debt issuance costs

1,089,624 1,086,828

Total long-term debt $ 1,326,013 $ 1,353,624

Interest expense related to long-term debt included in Interest expense, net on the Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 was $ 94.5 million, $ 91.4 million, and $ 88.7 million respectively.

The amortization of debt issuance costs included in Interest expense, net on the Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022 was $ 2.8 million, $ 3.2 million, and $ 2.4 million, respectively.

The amortization of debt issuance costs included in Interest expense, net on the Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 was $ 2.9 million and $ 2.8 million, and $ 3.2 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”).

The Credit Agreement provides revolving commitments of up to $ 640.0 million and permits restricted payments for share repurchases or redemptions from certain of its stockholders in an aggregate principal amount of up to $ 150.0 million.

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 23, 2030.

The Company recorded deferred financing cost related to the amendment of $ 3.8 million, which was included in Long-term debt on the Consolidated Balance Sheets.

The Credit Agreement contains sub-limits for revolving loans denominated in pounds and euros not to exceed the U.S.

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Additionally, the Credit Agreement contains a $ 15.0 million sub-limit for letters of credit denominated in pounds, euros or saudi riyals and any alternative currency that is agreed among the Borrowers, the applicable Issuing Bank and the Administrative Agent.

Borrowings pursuant to the Credit Agreement bear interest at a rate equal to, at the Company’s option, (i) the greatest of (a) the prime rate of interest in effect on such day, (b) the federal funds effective rate plus 0.50 % and (c) the Secured Overnight Financing Rate (“SOFR”) plus 0.10 %, plus 1 % in each case, plus the applicable margin (calculated based on the Company’s Total Leverage Ratio, as defined in the Credit Agreement) at that time or (ii) the SOFR rate plus 0.10 % plus the applicable margin (calculated based on the borrowers’ total leverage ratio) at that time.

Borrowings pursuant to the Credit Agreement bear interest at a rate equal to, at the Company’s option, (i) the greatest of (a) the prime rate of interest in effect on such day, (b) the federal funds effective rate plus 0.50 % and (c) the Secured Overnight Financing Rate (“SOFR”), plus 1 % in each case, plus the applicable margin (calculated based on the Company’s Total Leverage Ratio, as defined in the Credit Agreement) at that time or (ii) the SOFR rate plus the applicable margin (calculated based on the borrowers’ total leverage ratio) at that time.

Advances under the Credit Agreement may be prepaid in whole or in part from time to time without penalty or premium.

The Credit Agreement commitment may be reduced by the Company from time to time.

Principal amounts outstanding under the Credit Agreement are due and payable in full at maturity on August 3, 2026.

Principal amounts outstanding under the Credit Agreement are due and payable in full at maturity on April 23, 2030.

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.

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Our obligations under the 5.625 % Notes are unsecured and are effectively junior to our secured indebtedness to the extent of the value of the collateral securing such secured indebtedness.

Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company, and any existing and future subsidiary guarantors, including all of the capital stock of each restricted subsidiary.

Borrowings under the Credit Agreement are secured by

substantially all of the assets of the Company, and any existing and future subsidiary guarantors, including all of the capital stock of each restricted subsidiary.

The Company may, at its option, redeem the 5.625 % Notes in whole at any time or in part from time to time, on and after August 15, 2024 at a redemption price of 102.813 % of the principal amount thereof if redeemed during the twelve-month period beginning on August 15, 2024, at a redemption price of 101.406 % of the principal amount thereof if redeemed during the twelve-month period beginning on August 15, 2025 and at a redemption price of 100 % of the principal amount thereof if redeemed on August 15, 2026 and thereafter.

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These covenants are subject to a number of limitations and exceptions.

The 5.625 % Notes are also subject to certain covenants, customary events of default, including cross-payment default and cross-acceleration provisions.

The 5.625 % Notes are also subject to certain covenants and customary events of default, including cross-payment default and cross-acceleration provisions.

The Company was in compliance with all covenants as of December 31, 2025.

Employee Benefit Plan

A subsidiary of the Company sponsors a defined benefit pension plan with benefits based on each employee’s years of service and compensation.

The benefits under the defined benefit pension plan are frozen.

Net Periodic Pension Cost and Pension Benefit Obligation

Net periodic pension benefit consists of the following components for the years ended December 31,:

2024 2023 2022

Interest cost on benefit obligation $ 1,362 $ 1,486 $ 1,104

Expected return on plan assets ( 1,429 ) ( 1,218 ) ( 1,659 )

Amortization of actuarial (gain)

( 85 ) ( 67 ) —

Net periodic benefit (income) loss

$ ( 152 ) $ 201 $ ( 555 )

Settlement (gain)

— ( 501 ) ( 198 )

Total periodic benefit income $ ( 152 ) $ ( 300 ) $ ( 753 )

The above components are included within Other, net on the Consolidated Statements of Operations.

The weighted average discount rate and expected return on plan assets that were used to determine net periodic costs were 5.34 % and 6.50 %, respectively, as of December 31, 2024, 5.47 % and 6.50 %, respectively, as of December 31, 2023, and 2.82 % and 6.50 %, respectively, as of December 31, 2022.

The expected return on plan assets is a long-term assumption established by considering historical and anticipated returns of the asset classes invested in by the pension plan and the allocation strategy currently in place among those classes.

Other changes in plan assets and benefit obligation recognized in Other comprehensive income (loss) consist of the following components for the years ended December 31,:

2024 2023 2022

Current year actuarial (gain) $ ( 1,693 ) $ ( 405 ) $ ( 4,088 )

Amortization of actuarial gain 85 67 —

Total recognized in other comprehensive (income) ( 1,608 ) ( 338 ) ( 4,088 )

Total recognized in net periodic benefit (income) and other comprehensive (income) $ ( 1,760 ) $ ( 638 ) $ ( 4,841 )

The following table summarizes the change in benefit obligation and fair values of plan assets for the years ended December 31,:

2024 2023 2022

Change in benefit obligation:

Benefit obligation, beginning balance $ 26,461 $ 28,044 $ 40,005

Interest cost 1,362 1,486 1,104

Actuarial (gain) loss ( 734 ) 535 ( 10,930 )

Benefits paid ( 2,317 ) ( 3,604 ) ( 2,135 )

Benefit obligation, ending balance 24,772 26,461 28,044

Change in plan assets:

Fair value of plan assets, beginning balance 22,396 19,235 26,355

Actual gain (loss) on plan assets

2,388 2,659 ( 4,985 )

Employer contributions 981 4,106 —

Benefits paid ( 2,317 ) ( 3,604 ) ( 2,135 )

Fair value of plan assets, ending balance 23,448 22,396 19,235

Unfunded status $ 1,324 $ 4,065 $ 8,809

Amounts recognized in the Consolidated Balance Sheets at December 31, consist of the following:

Non-current liability $ 1,324 $ 4,065

Net amount recognized $ 1,324 $ 4,065

Amounts recognized in Accumulated other comprehensive loss before income taxes consists of the following components for the years ended December 31,:

2024 2023 2022

Accumulated net actuarial gains $ 6,756 $ 5,148 $ 4,810

Amount recognized $ 6,756 $ 5,148 $ 4,810

As of December 31, 2024, and 2023, the weighted average discount rates used to determine benefit obligations were 5.75 % and 5.34 %, respectively.

The discount rate assumptions at December 31, 2024, and 2023 were determined independently.

The discount rate was derived from the effective interest rate of a hypothetical portfolio of high-quality bonds, whose cash flows match the expected future benefit payments from the plan as of the measurement date.

Fair Value of Plan Assets and Investment Strategy

As of December 31, 2024, and 2023, the plan assets consisted of receivables, money market fund - short term investments, and mutual funds, which were all Level 1 assets within the fair value hierarchy.

The fair value of the receivables, money market fund - short term investments, and mutual funds were approximately $ 0.1 million, $ 2.0 million, and $ 21.4 million, respectively, as of December 31, 2024, and approximately $ 0.1 million, $ 0.8 million, and $ 21.5 million, respectively, as of December 31, 2023.

See Note 18 of the Notes included herein for additional information regarding the fair value hierarchy.

The pension plan’s weighted average asset allocation for the years ended December 31, 2024, and 2023 were as follows:

Target Allocation Actual Allocation

2024 2024 2023

Asset Category:

Equity securities 56.0 % 68.0 % 69.6 %

Debt securities 30.0 % 23.6 % 26.6 %

Cash/cash equivalents and Short-term investments 14.0 % 8.4 % 3.8 %

Total 100.0 % 100.0 % 100.0 %

The goals of the pension plan investment program are to fully fund the obligation to pay retirement benefits in accordance with the plan documents and to provide returns that, along with appropriate funding from the Company, maintain an asset/liability ratio that is in compliance with all applicable laws and regulations and assures timely payment of retirement benefits.

Equity securities primarily include investments in companies located in the United States with readily available prices and mid to large-cap companies that are traded in foreign markets.

Debt securities are diversified across different asset types with bonds issued in the United States as well as outside the United States.

Investment securities are exposed to various risks such as interest rate, market, and credit risks.

Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the preceding tables.

The pension plan contributions are deposited into a trust, and the pension plan benefit payments are made from trust assets.

The Company made contributions to the pension plan totaling $ 1.0 million during 2024, $ 4.1 million during 2023, and did not make contributions in 2022.

The Company estimates that it will make $ 1.0 million in contributions to the pension plan in 2025.

Fluctuations in actual market returns as well as changes in general interest rates will result in changes in the market value of plan assets and may result in increased or decreased retirement benefit costs and contributions in future periods.

The estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the amount of $ 1.7 million in 2025, $ 1.8 million in 2026, $ 1.7 million in 2027, $ 1.7 million in 2028, $ 1.9 million in 2029, and $ 9.4 million thereafter.

Noncontrolling and Redeemable Noncontrolling Interests

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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 Consolidated Balance Sheets.

changes to their estimated redemption value through Retained earnings (but not less than their initial redemption value), except for foreign currency translation adjustments.

Where the incremental purchase may be required of the Company, the amounts are recorded as Redeemable noncontrolling interests in mezzanine equity in the 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 years ended December 31:

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(dollars in thousands)

Net income attributable to Class C shareholders

$ 17,144 $ 39,066 $ 16,004

Net income (loss) attributable to Class C shareholders $ ( 6,637 ) $ 17,144 $ 39,066

Net income attributable to other equity interest holders

916 2,636 3,076

Net income attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests

$ ( 5,721 ) $ 19,780 $ 42,142

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Net income attributable to noncontrolling and redeemable noncontrolling interests $ 1,525 $ 22,785 $ 41,508

$ 22,785 $ 41,508 $ 30,125

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

December 31, 2025 December 31, 2024

(dollars in thousands)

Noncontrolling interest of Class C shareholders (1)

Noncontrolling interest of other equity interest holders (1)

$ — $ 423,428

Noncontrolling interest of other equity interest holders 17,974 21,746

Total noncontrolling interests $ 17,974 $ 445,174

(1) 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.

(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 for an equal number of newly issued shares of Class A Common Stock (the “Class C

Following the Class C Exchange, the Company no longer has any Noncontrolling interest of Class C shareholders as of December 31, 2025.

The following table presents changes in redeemable noncontrolling interests for the years ended December 31:

December 31, 2025 December 31, 2024

(dollars in thousands)

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Redemptions (1)

( 17,039 ) ( 22,172 )

Distributions ( 2,489 ) ( 2,880 )

Changes in redemption value (2)

Net income (loss) attributable to redeemable noncontrolling interests 3,005 ( 634 )

Net income attributable to redeemable noncontrolling interests (3)

Currency translation adjustment 94 44

Ending balance $ 24,968 $ 8,412

(1) Redemptions for the years ended December 31, 2024, and 2023 is associated with redeemable noncontrolling interest of certain brands we did not previously own.

(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 9).

(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.

(3) Net income attributable to redeemable noncontrolling interests includes profit sharing adjustments related to future earnings of the Company.

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 during 2025 to 2027.

The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts between 2026 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.

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As such, there is no related impact on the Company’s earnings (loss) per share calculations for the years ended December 31, 2025 and 2024.

Comprehensive Income (Loss) Attributable to Noncontrolling and Redeemable Noncontrolling Interests

For the year ended December 31, 2024, comprehensive income attributable to the noncontrolling and redeemable noncontrolling interests was $ 7.2 million, which consists of $ 22.8 million of net income and $ 15.6 million of other comprehensive loss.

For the year ended December 31, 2023, comprehensive income attributable to the noncontrolling and redeemable noncontrolling interests was $ 47.4 million, which consists of $ 41.5 million of net income and $ 5.9 million of other comprehensive income.

For the year ended December 31, 2022, comprehensive income attributable to the noncontrolling and redeemable noncontrolling interests was $ 6.6 million, which consists of $ 30.1 million of net income and $ 23.5 million of other comprehensive loss.

Commitments, Contingencies, and Guarantees

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In the ordinary course of business, the Company enters into certain commitments.

The following details the significant commitments of the Company at December 31, 2024:

The following details the significant commitments of the Company as of December 31, 2025:

The Company had $ 15.1 million of undrawn letters of credit outstanding.

See Note 11 of the Notes included herein for additional information.

The Company entered into one operating lease for which the commencement date has not yet occurred.

The Company entered into three operating leases for which the commencement date has not yet occurred.

See Note 10 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 December 31, 2024, the Company estimates its future minimum commitments under these non-cancellable agreements to be $ 10.5 million, $ 5.5 million, $ 4.0 million, $ 3.2 million, $ 2.9 million and $ 1.0 million for 2025, 2026, 2027, 2028, 2029, and thereafter, respectively.

The Company entered into a certain 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 December 31, 2024, the Company estimates its future minimum commitments under this agreement to be $ 9.7 million, $ 8.7 million, $ 10.4 million, $ 12.7 million and $ 15.3 million for 2025, 2026, 2027, 2028, and 2029, respectively.

The Company entered into a certain 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 December 31, 2024, the Company estimates its future minimum commitments under this agreement to be $ 14.1 million, $ 28.5 million and $ 21.8 million for 2025, 2026, and 2027, respectively.

These contracts may also include provisions that require the

partner associations to meet certain performance targets prior to any obligation to the Company.

As of December 31, 2025, the Company estimates its future minimum commitments under these non-cancellable agreements to be $ 7.8 million, $ 6.2 million, $ 3.5 million, $ 3.3 million and $ 1.3 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.

As of December 31, 2025, the Company estimates its future minimum commitments under this agreement to be $ 7.3 million, $ 10.5 million, $ 12.6 million and $ 15.4 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.

As of December 31, 2025, the Company estimates its future minimum commitments under this agreement to be $ 20.0 million and $ 21.8 million for 2026 and 2027, respectively.

Share Capital

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Class C Common Stock

There are 250.0 million authorized shares of Class C common stock, of which 151.6 million shares were issued and outstanding as of December 31, 2024.

There are 250.0 million authorized shares of Class C Common Stock as of December 31, 2025 .

Each share of Class C Common Stock carries one vote and does not represent an economic interest in the Company.

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Each holder of Paired Units may, at its option, exchange such Paired Units for shares of Class A Common Stock on a one-to-one basis (i.e., one Paired Unit for one share of Class A 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, together with the Paired Units in OpCo, 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 December 31, 2025.

Class A Common Stock Repurchases

The Company may purchase shares of outstanding Class A Common Stock under its Repurchase Program.

On November 6, 2024, the board of directors (the “Board”) authorized an extension and a $ 125.0 million increase in the size of our Repurchase Program.

Under the Repurchase Program, as amended, we may repurchase up to an aggregate of $ 375.0 million of shares of our outstanding Class A Common Stock, with any previous purchases under the Repurchase Program continuing to count against that limit.

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 Securities Exchange Act of 1934, as amended, in privately negotiated transactions, or through other means.

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 will review the Repurchase Program periodically and may authorize adjustments of its terms.

Our Board of Directors will review the Repurchase Program periodically and may authorize adjustments of its terms.

During the year ended December 31, 2025, 23.1 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $ 5.12 per share, for an aggregate value, excluding fees, of $ 118.4 million.

The repurchased shares included 4 million shares of Class A Common Stock repurchased from certain affiliates of The Goldman Sachs Group, Inc.

at a price of $ 6.34 per share, for an aggregate purchase price of $ 25.4 million.

Additionally, during the year ended December 31, 2025, 2.6 million shares were withheld for taxes from the Class A Common Stock vested during the period.

The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $ 51.1 million as of December 31, 2025.

Employee Stock Purchase Plan

A total of 3.0 million shares of Class A Common Stock are reserved for sale under the Company’s 2023 Employee Stock Purchase Plan (the “ESPP”) to eligible employees as defined in the plan.

Under the ESPP, eligible employees can elect to withhold up to 15 % of their earnings, subject to certain maximums, to purchase shares of Class A Common Stock on certain plan-defined dates.

The purchase price for each offering period is 92.5% of the fair market value of shares of Class A Common Stock at the end of the offering period.

The plan is considered compensatory resulting in the fair value of the discount being expensed over the service period.

The total number of shares authorized that remain available to be issued was 2.7 million as of December 31, 2024.

During the years ended December 31, 2024, and 2023, there were no material expenses incurred by the Company related to the ESPP, and contributions to the ESPP were nominal.

See Note 1 for information regarding the Board’s authorization to extend and increase the size of share repurchases under the Repurchase Program.

Stock-based Awards

The Company ’ s outstanding stock-based awards consist of restricted stock units, restricted stock and stock appreciation rights (“SAR awards”).

The Company ’ s outstanding stock-based awards consist of restricted stock units, restricted stock, stock options, and stock appreciation rights (“SAR awards”).

The total number of shares authorized that remained available to be issued for future awards was 14.3 million as of December 31, 2025.

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At December 31, 2025, the unrecognized compensation expense for performance-based awards was $ 12.4 million and will be recognized over a weighted average period of 1.26 years.

The following table presents information about SAR awards:

The following table presents information about SAR and stock option awards:

SAR and Stock Option Awards

Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price

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Granted 1,400 5.63 5.63

Forfeited — — —

Exercised ( 500 ) 3.41 2.19

Balance at December 31, 2025 4,022 $ 3.55 $ 6.15

We use the Black-Scholes option-pricing model to estimate the fair value of SAR awards.

We use the Black-Scholes option-pricing model to estimate the fair value of stock options and SAR awards.

The grant date fair value of the SAR awards granted in 2023 ranged from $ 2.10 to $ 2.35 per share.

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The term of these awards is 5 years.

There were no SAR awards granted or forfeited in 2022 and 2024.

There were no SAR awards granted or forfeited in 2024.

Certain of the Company’s SAR awards are settled in cash.

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As of December 31, 2025, the assumptions for the Black-Scholes model for these awards were as follows:

expected life ranging from 1 to 2.2 years, risk free interest rate of approximately 4 %, expected volatility ranging from 27.9 % to

31.0 %, and dividend yield of 0.0 %.

The remaining term of these awards as of December 31, 2024, ranges from approximately 2.0 years to 3.2 years.

For the year ended December 31, 2024, 0.6 million SAR awards vested.

expected life ranging from 0.1 years to 1.2 years, risk free interest rate of approximately 4 %, expected volatility ranging from 23.6 % to 39.0 %, and dividend yield of 0.0 %.

The remaining term of these awards as of December 31, 2025, ranges from approximately 1.0 year to 2.2 years.

For the year ended December 31, 2025, no SAR awards vested.

As of December 31, 2025, 2.5 million SAR awards vested and were exercisable.

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At December 31, 2025, the unrecognized compensation expense for these awards was nominal and will be recognized over a weighted average period of 1.3 years.

Subsidiary Awards

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 its 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 settled in cash and the corresponding liability was $ 18.5 million and $ 20.3 million at December 31, 2024, and 2023, respectively and is included as a component of Accruals and other liabilities and Other liabilities on the Consolidated Balance Sheets.

Profit Interest Awards

The liability associated with the profits interests awards was $ 12.8 million and $ 18.5 million as of December 31, 2025, and 2024, respectively and was included as a component of Accruals and other liabilities and Other liabilities on the Consolidated Balance Sheets.

The change in fair value of these awards resulted in an increase in stock-based compensation for the years ended December 31, 2025, and 2024 of $ 6.0 million and $ 7.1 million, respectively.

This was included as a component of stock-based compensation in Cost of Services within the Statements of Operations.

This was included as a component of stock-based compensation in Cost of Services on the Consolidated Statements of Operations .

Employee Stock Purchase Plan

A total of 3.0 million shares of Class A Common Stock are reserved for sale under the Company’s 2023 Employee Stock Purchase Plan (the “ESPP”) to eligible employees as defined in the plan.

Under the ESPP, eligible employees can elect to withhold up to 15 % of their earnings, subject to certain maximums, to purchase shares of Class A Common Stock on certain plan-defined dates.

The purchase price for each offering period is 92.5 % of the fair market value of shares of Class A Common Stock at the end of the offering period.

The plan is considered compensatory resulting in the fair value of the discount being expensed over the service period.

The total number of shares authorized that remain available to be issued was 2.5 million as of December 31, 2025.

During the years ended December 31, 2025, 2024, and 2023, there were no material expenses incurred by the Company related to the ESPP, and contributions to the ESPP were nominal.

Changes in Accumulated Other Comprehensive Income (Loss)

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Balance at December 31, 2023 $ 5,148 $ ( 18,215 ) $ ( 13,067 )

$ 4,810 $ ( 20,288 ) $ ( 15,478 )

Other comprehensive income before reclassifications

338 2,073 2,411

Other comprehensive income

338 2,073 2,411

Balance at December 31, 2023

$ 5,148 $ ( 18,215 ) $ ( 13,067 )

Other comprehensive loss before reclassifications ( 2,186 ) ( 8,520 ) ( 10,706 )

( 2,186 ) ( 8,520 ) ( 10,706 )

Other comprehensive loss ( 2,186 ) ( 8,520 ) ( 10,706 )

Balance at December 31, 2024 $ 2,962 $ ( 26,735 ) $ ( 23,773 )

Other comprehensive loss before reclassifications

1,963 2,558 4,521

Other comprehensive income 1,963 2,558 4,521

Balance at December 31, 2025 $ 4,925 $ ( 24,177 ) $ ( 19,252 )

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 December 31:

December 31, 2025 December 31, 2024

Amount Fair Value Carrying

Amount Fair Value

(dollars in thousands)

5.625% Notes $ 1,100,000 $ 1,072,753 $ 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, redeemable noncontrolling interests, and profits interest awards are considered Level 3 fair value measurement and are measured and adjusted at each reporting period at fair value.

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 December 31, 2025, the discount rate used to measure these liabilities ranged from 3.6 % 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 Consolidated Balance Sheets are subject to uncertainty.

See Note 9, Note 12, and Note 14 of the Notes included herein for additional information regarding contingent deferred acquisition consideration, redeemable non-controlling interests, and profits interest awards, respectively.

As of December 31, 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 8 of the Notes included herein for additional information on goodwill and intangible assets and Note 10 of the Notes included herein for additional information on right-of-use lease assets.

On December 14, 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts;

(ii) specific categories within the income tax rate reconciliation;

(iii) additional information for reconciling items that meet a quantitative threshold;

(iv) the composition of state and local income taxes by jurisdiction;

and (v) the amount of income taxes paid disaggregated by jurisdiction.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

The components of the Company’s income before income taxes and equity in earnings of non-consolidated affiliates by taxing jurisdiction for the years ended December 31 were:

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Income tax expense $ 38,271 $ 13,182 $ 40,557

A reconciliation of income tax expense (benefit) using the U.S.

federal income tax rate compared with actual income tax expense for the years ended December 31, is as follows:

2024 2023 2022

Our effective income tax rate for the year ended December 31, 2025 (dollars in thousands) is as follows:

Tax expense, at U.S.

federal statutory rate $ 14,445 21.0 %

State and local income taxes (net of federal benefit) (1)

Foreign tax effects

Canada 4,189 6.1 %

United Kingdom 5,672 8.3 %

Other foreign jurisdictions 9,098 13.2 %

Effects of cross-border tax laws 1,191 1.7 %

Tax credits 1,663 2.4 %

Changes in valuation allowance 1,824 2.7 %

Non-taxable or non-deductible Items

Deferred acquisition consideration expense ( 5,560 ) ( 8.1 ) %

Other 1,707 2.5 %

Changes in unrecognized benefits 268 0.4 %

Other 645 0.8 %

Tax expense, at effective tax rate $ 38,271 55.6 %

(1) State taxes in New York (including local taxes in New York City) and California made up the majority (greater than 50 percent) of the tax effect in this category.

Our effective income tax rate for the years ended December 31, 2024 and 2023 (dollars in thousands) is as follows:

Income before income taxes, equity in non-consolidated affiliates and noncontrolling interest $ 37,723 $ 91,069

8 unchanged sentences

Deferred acquisition consideration adjustments ( 2,079 ) 1,299

( 2,079 ) 1,299 ( 72 )

Revaluation of TRA step up — ( 424 )

1 unchanged sentence

Prior year adjustments ( 3,464 ) 5,617

Goodwill impairments — — 14,645

Other, net 1,836 ( 1,815 )

2 unchanged sentences

The Company is a corporation with an investment in a limited liability company classified as a partnership for U.S.

federal income tax purposes, and as such a portion of the consolidated income is not subject to taxes from a U.S.

federal income tax purposes, and as such a portion of the consolidated income derived through the effective date of the Class C Exchange in 2025 is not subject to taxes from a U.S.

federal income tax perspective.

1 unchanged sentence

federal taxes of the Company and the corporations owned by the Company and recorded in the Consolidated Statements of Operations and Comprehensive Income.

In August 2022, the United States enacted to the Inflation Reduction Act of 2022 (“IRA”), which creates a new book minimum tax of at least 15% of consolidated GAAP pre-tax income for corporations with average book income in excess of $1 billion.

The Company’s tax liability has not increased as a result of this new book minimum tax.

Income taxes receivable were $ 28.2 million and $ 27.0 million as of December 31, 2025 and 2024, respectively, and were included in Other current assets on the Consolidated Balance Sheets.

18 unchanged sentences

Goodwill and intangibles 155,213 94,126 83,335

Residual basis differences — — —

Other — 790 205

4 unchanged sentences

$ 226,331 $ ( 313 ) $ 6,650

Tax Receivables Agreement

In connection with the closing of the Transaction, we entered into the Tax Receivables Agreement (“TRA”) with OpCo and Stagwell Media, pursuant to which we are required to make cash payments to Stagwell Media equal to 85% of certain U.S.

Tax Receivables Agreement (“TRA”)

In connection with the Class C Exchange, we entered into the TRA with OpCo and Stagwell Media, pursuant to which we are 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 14 ) 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 Company accounts for amounts payable under the TRA in accordance with ASC 450-Contingencies.

We will evaluate the likelihood that we will realize the benefit represented by the deferred tax asset and, to the extent that we estimate that it is more likely than not that we will not realize the benefit, we will reduce the carrying amount of the deferred tax asset with a valuation allowance and a corresponding reduction to the TRA liability.

The amounts to be recorded for both the deferred tax assets and the liability under the TRA will be estimated at the time of any purchase or exchange as a reduction to shareholders’ equity, and the effects of changes in any of our estimates after this date will be included in net income or loss.

Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income or loss.

In the first quarter of 2022, the Company had its first exchange of Paired Units for shares of Class A Common Stock and recorded its initial TRA liability.

Further exchanges have been made in the subsequent quarters in 2022 and no further exchanges in 2023 or 2024.

As of December 31, 2024, and 2023, the Company has recorded a TRA liability of $ 26.7 million and $ 26.9 million, respectively, and a deferred tax asset, net of amortization of $ 27.3 million and $ 29.0 million, respectively, in connection with the exchanges of the Paired Units and the projected obligations under the TRA.

Stagwell Inc.

itself has net operating loss carryforwards of $ 62.1 million relating to U.S.

states which expire years 2025 through 2042 and indefinite net operating loss carryforwards of $ 4.5 million relating to U.S.

Effective April 4, 2025, all Paired Units were exchanged for Class A Shares in the Class C Exchange.

As a result of the Class C Exchange, the Company recorded an increase to deferred tax asset of $ 237.9 million and an increase to TRA liability of $ 229.7 million.

As of December 31, 2025, the Company has recorded a TRA liability of $ 254.9 million, and an associated deferred tax asset, net of amortization, of $ 285.5 million, in connection with the exchange of Paired Units and the projected obligations under the TRA.

Our deferred tax assets from operating and capital losses, foreign tax credits, and state credits will expire as follows:

Stagwell Inc.

also has foreign and state tax credits of $ 6.7 million which expire between 2025 and 2034.

Stagwell Inc.’s consolidated corporate subsidiaries also have net operating loss carryforwards which expire in years 2025 through 2044.

These definite lived net operating loss carryforwards consist of $ 12.5 million relating to U.S.

federal, $ 14.4

million relating to states and $ 44.4 million re lating to non-U.S.

The corporate subsidiaries also have indefinite net operating loss carryforwards which consist of $ 24.2 million relating to U.S.

federal, and $ 2.0 million relating to U.S.

states, and $ 69.3 million relating to non-U.S.

Consolidated Corporate Subsidiaries Total

Operating losses expiring between 2033-2037 $ — $ 2,552 $ 2,552

Indefinite operating losses 11,553 8,637 20,190

Capital losses expiring 2030 1,202 — 1,202

Operating losses expiring between 2026-2043 32 468 500

Indefinite operating losses 5,368 1,800 7,168

Operating losses expiring between 2026-2045 — 12,922 12,922

Indefinite operating losses — 21,388 21,388

Foreign Tax Credits expiring between 2026-2043 4,236 — 4,236

Other Tax Credits expiring between 2026-2030 967 — 967

$ 23,358 $ 47,767 $ 71,125

The majority of the consolidated corporate subsidiaries’ U.S.

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The Company is permanently reinvested with respect to its foreign earnings in certain jurisdictions, and no deferred taxes have been recorded related to such earnings as the determination of the amount is not practicable.

The Company currently does not intend to distribute previously taxed income.

The Company currently does not intend to distribute this previously taxed income.

Upon distribution in the future, the Company may incur state and foreign withholding taxes on such income, the amount of which is not practicable to compute.

8 unchanged sentences

Prior period positions — —

Additions related to acquisitions 2,026 —

Settlements — —

1 unchanged sentence

Unrecognized tax benefits - Ending Balance $ 2,035 $ 9

It is reasonably possible that the amount of unrecognized tax benefits could decrease by less than $ 0.1 million in the next twelve months as a result of expiration of certain statute of limitations.

The Company is subject to taxation and files income tax returns in the U.S.

federal jurisdiction and in many state and foreign jurisdictions.

The statute of limitations for tax years prior to 2021 are closed for U.S.

The statu te of limitations for tax years prior to 2022 are closed for U.S.

federal purposes.

1 unchanged sentence

jurisdictions.

Fair Value Measurements

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 December 31,:

Amount Fair Value Carrying

Amount Fair Value

(dollars in thousands)

5.625% Notes $ 1,100,000 $ 1,048,311 $ 1,100,000 $ 1,010,658

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 December 31, 2024, the discount rate used to measure these liabilities ranged from 4.7 % to 7.2 %.

See Note 9 of the Notes included herein for additional information regarding contingent deferred acquisition consideration.

As of December 31, 2024, and December 31, 2023, 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

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 8 of the Notes included herein for additional information on goodwill and intangible assets and Note 10 of the Notes included herein for additional information on right-of-use lease assets.

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 receives services from the Company:

Revenue Due From

Related Party

Year Ended December 31, December 31,

Services 2024 2023 2022 2024 2023

Marketing and advertising services (1)

$ — $ 2,576 $ 2,240 $ — $ 1,518

Marketing and advertising services (2)

3,752 894 7,449 — 4,381

Marketing and website development services (3)

3,034 3,566 7,185 601 694

Polling services (4)

828 1,042 379 192 160

Polling and public relation services (5)

361 350 339 55 39

Polling services (6)

— 1,046 3,450 — —

Marketing and advertising services (6)

4,917 — — — —

Total $ 12,892 $ 9,474 $ 21,042 $ 848 $ 6,792

(1) A member of the Company’s Board was the President of a client.

This person retired from his position and is no longer an employee of the client effective January 2, 2024.

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

(3) A member of the Company's Board is the managing director of a client.

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

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

(6) 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 December 31, 2024, and December 31, 2023, $ 2.7 million and $ 2.7 million, respectively, was due from the related parties and included in Other assets on the Consolidated Balance Sheets.

Income taxes paid (net of refunds) for the year ended December 31, 2025 were as follows:

Income Taxes Paid

New York State

state & local

Foreign Taxes

United Kingdom

Other Foreign Jurisdictions

Total Cash Taxes Paid

Segment Information

The Company adopted ASU 2023-07, Segment Reporting (Topic 280) Improvements to Segment Disclosures (“ASU 2023-07”), in the fourth quarter of 2024, which requires enhanced disclosure about significant segment expenses.

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.

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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, 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.

The Company made changes to its internal management and reporting structure in the first quarter of 2024, resulting in a change to its reportable segments (Networks).

Specifically, certain agencies previously within the Brand Performance Network are now in the Integrated Agencies Network.

The 2023 period has been recast to reflect the reclassification of certain reporting units (Brands) between operating segments.

Other items primarily includes restructuring, certain system implementation costs, working capital administrative fees and acquisition-related expenses.

The reorganization also seeks to enhance consistency in the Company’s portfolio of services and improve the transparency and comparability of financial information provided to investors.

As a result of the reorganization, the Company now has five operating and reportable segments:

“Marketing Services,” “Digital Transformation,” “Media & Commerce,” “Communications,” and “The Marketing Cloud.” Prior years presented have

been recast to reflect the reclassification of Brands within the reportable segments.

Based on the segment analysis, management concluded that the operating segments do not exhibit similar economic characteristics or share other aggregation criteria.

As a result, none of our operating segments are aggregated for reporting purposes.

Further, as a result of the reorganization, certain reporting units have been redefined, and the composition of others has changed.

The new structure fairly reflects the allocation of the Company’s resources, thereby improving comparability for investors and supporting the Company’s long-term strategic objectives.

The composition of these segments is as follows:

• 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.

“Corporate, eliminations and other” consists of revenue generated by the Other business components, elimination of certain intercompany revenue and expenses, and 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 corporate 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.

Year Ended December 31, 2025

Integrated Agencies Network Brand Performance Network Communications Network Total

Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Total

(dollars in thousands)

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Adjusted EBITDA 210,058 90,633 89,153 103,934 ( 2,463 ) 491,315

Adjusted EBITDA - All Other ( 15,824 )

Adjusted EBITDA - Corporate ( 64,138 )

Corporate, eliminations and other ( 69,462 )

Total Consolidated Adjusted EBITDA 421,853

5 unchanged sentences

Operating income 159,001

Other income (expenses):

Interest expense, net ( 96,438 )

Foreign exchange, net ( 1,640 )

Loss on sale of business ( 2,245 )

Bargain purchase gain 9,937

Other, net 171

7 unchanged sentences

common shareholders $ 29,101

(1) Total consolidated revenue of $ 2,841,216 also includes revenue associated with operating segments that do not meet the aggregation criteria and elimination of certain intercompany service and revenue, which amounted to $ 38,747 .

*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.

(1) Total consolidated revenue of $ 2,909,000 reflects revenue generated by the Other business components and intercompany elimination of $ 9,109 .

Year Ended December 31, 2024

Integrated Agencies Network Brand Performance Network Communications Network Total

Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Total

(dollars in thousands)

5 unchanged sentences

Adjusted EBITDA 175,272 73,459 96,059 145,355 ( 12,315 ) 477,830

Adjusted EBITDA - All Other ( 10,607 )

Adjusted EBITDA - Corporate ( 48,410 )

Corporate, eliminations and other ( 60,382 )

Total Consolidated Adjusted EBITDA 417,448

5 unchanged sentences

Operating income 133,068

Other income (expenses):

Interest expense, net ( 92,317 )

Foreign exchange, net ( 1,656 )

Gain on sale of business 94,505

Other, net ( 1,372 )

2 unchanged sentences

Income before equity in earnings of non-consolidated affiliates 24,541

Equity in loss of non-consolidated affiliates ( 8,870 )

Equity in income of non-consolidated affiliates 503

Net income 25,044

2 unchanged sentences

common shareholders $ 2,259

(1) Total consolidated revenue of $ 2,527,177 also includes revenue associated with operating segments that do not meet the aggregation criteria and elimination of certain intercompany service and revenue, which amounted to $ 46,585 .

and also includes travel related expenses associated with contract fulfillment.

(1) Total consolidated revenue of $ 2,841,216 reflects an intercompany elimination of $ 2,779 .

Year Ended December 31, 2023

Integrated Agencies Network Brand Performance Network Communications

Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Total

(dollars in thousands)

$ 1,013,269 $ 323,962 $ 662,200 $ 502,689 $ 25,752 $ 2,527,872

Billable costs 120,245 9,657 92,696 152,125 — 374,723

Staff costs 562,532 213,528 343,354 212,999 20,036 1,352,449

Administrative costs 103,332 20,185 76,797 41,816 4,596 246,726

Unbillable and other costs * 71,856 658 55,204 9,575 6,074 143,367

Adjusted EBITDA 155,304 79,934 94,149 — 86,174 ( 4,954 ) 410,607

Corporate, eliminations and other ( 44,575 )

Total Consolidated Adjusted EBITDA 366,032

Stock-based compensation 57,179

4 unchanged sentences

Operating income 90,527

Other income (expenses):

Interest expense, net ( 90,644 )

Foreign exchange, net ( 2,960 )

Gain on sale of business 94,505

Other, net ( 359 )

2 unchanged sentences

Income before equity in earnings of non-consolidated affiliates 50,512

Equity in loss of non-consolidated affiliates ( 79 )

Equity in income of non-consolidated affiliates ( 8,870 )

Net income 41,642

2 unchanged sentences

common shareholders

The Company’s long-lived assets (i.e., Right-of-use lease assets-operating leases and Fixed asset, net) was $ 292.1 million ($ 231.9 million in the United States and $ 60.2 million in all other countries) as of December 31, 2024 and $ 332.1 million ($ 268.5 million in the United States and $ 63.6 million in all other countries) as of December 31, 2023.

(1) Total consolidated revenue of $ 2,527,177 reflects an intercompany elimination of $ 695 .

The Company’s long-lived tangible assets (i.e., Right-of-use lease assets-operating leases and Fixed assets, net) was $ 286.6 million ($ 211.6 million in the United States and $ 75.0 million in all other countries) as of December 31, 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.

3 unchanged sentences

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 8. Financial Statements and Supplementary Data