Stagwell Inc 10-K

Item 8. Financial Statements and Supplementary Data 54 Table of Contents STAGWELL INC. INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Page Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) 56 Consolidated Statements of Operations for each of the Three Years in the Period Ended December 31, 2025 58 Consolidated Statements of Comprehensive Income (Loss) for each of the Three Years in the Period Ended December 31, 2025 59 Consolidated Balance Sheets as of December 31, 2025, and 2024 60 Consolidated Statements of Cash Flows for each of the Three Years in the Period Ended December 31, 2025 61 Consolidated Statements of Shareholders’ Equity for each of the Three Years in the Period Ended December 31, 2025 63 Notes to Audited Consolidated Financial Statements 66 Financial Statement Schedules: Schedule II — Valuation and Qualifying Accounts for each of the Three Years in the Period Ended December 31, 2024 106 55 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Stagwell Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Stagwell Inc. 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, 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. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 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 56 Table of Contents 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 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 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. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. Management uses a combination of the income approach (a discounted cash flow method) and the market approach and applies an equal weighting to the approaches for the impairment test. 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 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 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. 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 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 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; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches; (ii) the weighting of the approaches; 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. 57 Table of Contents STAGWELL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands, except per share amounts) Year Ended December 31, 2025 2024 2023 Revenue $ 2,909,000 $ 2,841,216 $ 2,527,177 Operating expenses Cost of services 1,845,958 1,842,978 1,621,174 Office and general expenses 732,326 711,803 661,250 Depreciation and amortization 171,249 151,652 142,831 Impairment and other losses 466 1,715 11,395 2,749,999 2,708,148 2,436,650 Operating income 159,001 133,068 90,527 Other income (expenses): Interest expense, net ( 96,438 ) ( 92,317 ) ( 90,644 ) Foreign exchange, net ( 1,640 ) ( 1,656 ) ( 2,960 ) Gain (loss) on sale of business ( 2,245 ) — 94,505 Bargain purchase gain 9,937 — — Other, net 171 ( 1,372 ) ( 359 ) ( 90,215 ) ( 95,345 ) 542 Income before income taxes and equity in earnings of non-consolidated affiliates 68,786 37,723 91,069 Income tax expense 38,271 13,182 40,557 Income before equity in earnings of non-consolidated affiliates 30,515 24,541 50,512 Equity in income (loss) of non-consolidated affiliates 111 503 ( 8,870 ) Net income 30,626 25,044 41,642 Net income attributable to noncontrolling and redeemable noncontrolling interests ( 1,525 ) ( 22,785 ) ( 41,508 ) Net income attributable to Stagwell Inc. common shareholders $ 29,101 $ 2,259 $ 134 Earnings per common share: Basic $ 0.13 $ 0.02 $ — Diluted $ 0.08 $ 0.02 $ — Weighted average number of common shares outstanding: Basic 220,608 110,890 117,259 Diluted 264,523 115,752 122,170 See Notes to the Audited Consolidated Financial Statements . 58 Table of Contents STAGWELL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (amounts in thousands) Year Ended December 31, 2025 2024 2023 COMPREHENSIVE INCOME (LOSS) Net income $ 30,626 $ 25,044 $ 41,642 Other comprehensive income (loss) - Foreign currency translation adjustment 38,055 ( 27,699 ) 7,996 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 ) Comprehensive income (loss) attributable to Stagwell Inc. common shareholders $ 59,323 $ ( 8,447 ) $ 2,545 See Notes to the Audited Consolidated Financial Statements . 59 Table of Contents STAGWELL INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (amounts in thousands) December 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 104,537 $ 131,339 Accounts receivable, net 735,752 716,415 Expenditures billable to clients 164,694 173,194 Other current assets 157,309 114,200 Total current assets 1,162,292 1,135,148 Fixed assets, net 73,081 72,706 Right-of-use lease assets - operating leases 213,576 219,400 Goodwill 1,595,238 1,554,146 Other intangible assets, net 834,248 836,783 Deferred tax assets 281,057 46,926 Other assets 55,055 43,112 Total assets $ 4,214,547 $ 3,908,221 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS (“RNCI”), AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable $ 548,320 $ 449,347 Accrued media 239,490 245,883 Accruals and other liabilities 291,554 265,356 Advance billings 329,815 294,609 Current portion of lease liabilities - operating leases 55,386 60,195 Current portion of deferred acquisition consideration 15,446 51,906 Total current liabilities 1,480,011 1,367,296 Long-term debt 1,326,013 1,353,624 Long-term portion of deferred acquisition consideration 24,598 50,209 Long-term lease liabilities - operating leases 224,397 245,397 Deferred tax liabilities 54,726 47,239 Long-term tax receivable agreement liability 252,390 25,493 Other liabilities 51,077 33,646 Total liabilities 3,413,212 3,122,904 Redeemable noncontrolling interests 24,968 8,412 Commitments, contingencies and guarantees (Note 13) Shareholders’ equity Common shares - Class A 252 115 Common shares - Class C — 2 Paid-in capital 744,463 343,647 Retained earnings 32,930 11,740 Accumulated other comprehensive loss ( 19,252 ) ( 23,773 ) Stagwell Inc. shareholders’ equity 758,393 331,731 Noncontrolling interests 17,974 445,174 Total shareholders’ equity 776,367 776,905 Total liabilities, RNCI, and shareholders’ equity $ 4,214,547 $ 3,908,221 See Notes to the Audited Consolidated Financial Statements . 60 Table of Contents STAGWELL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income $ 30,626 $ 25,044 $ 41,642 Adjustments to reconcile net income to cash provided by operating activities: Stock-based compensation 54,095 52,161 57,179 Depreciation and amortization 171,249 151,652 142,831 Amortization of right-of-use lease assets and lease liability interest 67,495 75,117 76,653 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 Loss (gain) on sale of business 2,245 — ( 94,505 ) Bargain purchase gain ( 9,937 ) — — Other, net 7,519 7,622 8,313 Changes in working capital: Accounts receivable 28,787 8,465 ( 58,704 ) Expenditures billable to clients 12,012 ( 54,350 ) ( 21,477 ) Other current assets ( 51,534 ) ( 6,200 ) 1,153 Accounts payable 73,573 24,438 52,837 Accrued expenses and other liabilities ( 42,244 ) ( 28,658 ) ( 24,647 ) Advance billings 25,574 ( 22,651 ) ( 41,137 ) Current portion of lease liabilities - operating leases ( 76,465 ) ( 83,905 ) ( 87,629 ) Deferred acquisition related payments ( 1,823 ) ( 19,910 ) ( 15,400 ) Net cash provided by operating activities 291,028 142,859 81,007 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 ) Proceeds from sale of business, net 10,850 — 229,484 Other ( 7,119 ) ( 5,212 ) ( 7,781 ) Net cash provided by (used in) investing activities ( 113,678 ) ( 162,472 ) 155,951 Cash flows from financing activities: Repayment of borrowings under revolving credit facility ( 2,026,000 ) ( 1,755,000 ) ( 1,986,500 ) Proceeds from borrowings under revolving credit facility 1,999,326 1,960,000 1,945,500 Shares repurchased and cancelled ( 134,261 ) ( 108,249 ) ( 223,835 ) Distributions to noncontrolling interests ( 9,662 ) ( 26,723 ) ( 24,964 ) Payment of deferred consideration ( 33,343 ) ( 29,774 ) ( 49,221 ) Purchase of noncontrolling interest — ( 3,316 ) — Debt financing and other costs ( 6,077 ) — ( 844 ) Net cash provided by (used in) financing activities ( 210,017 ) 36,938 ( 339,864 ) Effect of exchange rate changes on cash and cash equivalents 5,865 ( 5,723 ) 2,054 Net increase (decrease) in cash and cash equivalents ( 26,802 ) 11,602 ( 100,852 ) Cash and cash equivalents at beginning of period 131,339 119,737 220,589 Cash and cash equivalents at end of period $ 104,537 $ 131,339 $ 119,737 61 Table of Contents STAGWELL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued) (amounts in thousands) Year Ended December 31, 2025 2024 2023 Supplemental Cash Flow Information: Cash income taxes paid $ 22,952 $ 23,906 $ 45,538 Cash interest paid 94,420 91,050 87,068 Non-cash investing and financing activities: Shares issued for business acquisitions 15,300 47,082 8,332 Acquisitions of noncontrolling interest — 27,207 22,172 Share issuances — 341 — 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 — — Shares and other non-cash payment for deferred acquisition consideration 21,827 18,208 32,820 See Notes to the Audited Consolidated Financial Statements . 62 Table of Contents STAGWELL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (amounts in thousands) Year Ended December 31, 2025 Common Shares - Class A Common Shares - Class C Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Stagwell Inc. Shareholders’ Equity Noncontrolling Interests Shareholders’ Equity Shares Amount Shares Amount Balance at December 31, 2024 114,847 $ 115 151,649 $ 2 $ 343,647 $ 11,740 $ ( 23,773 ) $ 331,731 $ 445,174 $ 776,905 Net 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 ) Changes in redemption value of RNCI, net of tax — — — — — ( 9,657 ) — ( 9,657 ) — ( 9,657 ) Restricted awards granted or vested 5,853 6 — — 1,160 — — 1,166 — 1,166 Shares repurchased and cancelled ( 25,684 ) ( 27 ) — — ( 134,234 ) — — ( 134,261 ) — ( 134,261 ) Restricted shares forfeited ( 274 ) — — — — — — — — — Stock-based compensation — — — — 48,560 — — 48,560 — 48,560 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 ) — Other (1) — — — — 7,366 1,746 — 9,112 ( 7,227 ) 1,885 Balance at December 31, 2025 252,272 $ 252 — $ — $ 744,463 $ 32,930 $ ( 19,252 ) $ 758,393 $ 17,974 $ 776,367 (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 . 63 Table of Contents STAGWELL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued) (amounts in thousands) Year Ended December 31, 2024 Common Shares - Class A Common Shares - Class C Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Stagwell Inc. Shareholders’ Equity Noncontrolling Interests Shareholders’ Equity Shares Amount Shares Amount Balance at December 31, 2023 118,469 $ 118 151,649 $ 2 $ 348,494 $ 21,148 $ ( 13,067 ) $ 356,695 $ 468,577 $ 825,272 Net income — — — — — 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 ) 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, net of tax — — — — — ( 11,669 ) — ( 11,669 ) — ( 11,669 ) Restricted awards granted or vested 3,856 4 — — 1,109 — — 1,113 — 1,113 Shares repurchased and cancelled ( 17,002 ) ( 17 ) — — ( 108,232 ) — — ( 108,249 ) — ( 108,249 ) Restricted shares forfeited ( 96 ) — — — — — — — — — Stock-based compensation — — — — 45,509 — — 45,509 — 45,509 Change in ownership held by Class C shareholders — — — — ( 5,886 ) — — ( 5,886 ) 6,380 494 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) Distributions to noncontrolling interests include approximately $ 21.6 million to Class C shareholders See Notes to the Audited Consolidated Financial Statements. 64 Table of Contents STAGWELL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued) (amounts in thousands) Year Ended December 31, 2023 Common Shares - Class A & B Common Shares - Class C Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Stagwell Inc. Shareholders’ Equity Noncontrolling Interests Shareholders’ Equity Shares Amount Shares Amount Balance at December 31, 2022 131,724 $ 132 160,909 $ 2 $ 491,899 $ 22,095 $ ( 15,478 ) $ 498,650 $ 430,164 $ 928,814 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 interest — — — — 3,257 — — 3,257 — 3,257 Changes in redemption value of RNCI — — — — — ( 442 ) — ( 442 ) — ( 442 ) Restricted awards granted or vested 5,548 6 — — 462 — — 468 — 468 Shares repurchased and cancelled ( 35,527 ) ( 36 ) — — ( 225,469 ) — — ( 225,505 ) — ( 225,505 ) Restricted shares forfeited ( 67 ) — — — — — — — — — Stock-based compensation — — — — 49,674 — — 49,674 — 49,674 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 ) — — — — — Other (1) 1 ( 1 ) — — ( 1,614 ) ( 639 ) — ( 2,254 ) ( 712 ) ( 2,966 ) Balance at December 31, 2023 118,469 $ 118 151,649 $ 2 $ 348,494 $ 21,148 $ ( 13,067 ) $ 356,695 $ 468,577 $ 825,272 (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. See Notes to the Audited Consolidated Financial Statements. 65 Table of Contents STAGWELL INC. AND SUBSIDIARIES NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Business and Basis of Presentation Stagwell Inc. (together with its consolidated subsidiaries, unless the context requires otherwise, the “Company,” “we,” or “Stagwell”), incorporated under the laws of Delaware, 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. Stagwell has prepared the Audited Consolidated Financial Statements included herein in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting financial information on this Annual Report on Form 10-K (this “Form 10-K”). The preparation of financial statements in conformity with GAAP requires us to make judgments, assumptions and estimates about current and future results of operations and cash flows that affect the amounts reported and disclosed. Actual results could differ from these estimates and assumptions. The accompanying financial statements reflect all adjustments, consisting of normal recurring accruals, which in the opinion of management are necessary for a fair statement, in all material respects, of the information contained therein. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior year financial information to conform to the current year’s presentation. Recent Developments 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. 2. Significant Accounting Policies The Company’s significant accounting policies are summarized as follows: Principles of Consolidation . The accompanying Audited Consolidated Financial Statements include the accounts of Stagwell Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates . The preparation of the Audited Consolidated Financial Statements in conformity with GAAP requires management to make judgments, estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, redeemable noncontrolling interests, deferred tax assets, right-of-use lease assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. These estimates require the use of assumptions about future performance, which are uncertain at the time of estimation. 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 66 Table of Contents to evolve. 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. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in the future. Fair Value . The Company applies the fair value measurement guidance for financial assets and liabilities that are required to be measured at fair value and for non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill, right-of-use lease assets and other identifiable intangible assets. See Note 16 of the Notes included herein for additional information regarding fair value measurements. Concentration of Credit Risk . Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit ris k. No sales to an individual client accounted for more than 4 % and 3 % for the years ended December 31, 2025 and 2024, respectively. Cash and Cash Equivalents . The Company’s cash equivalents may comprise investments in overnight interest-bearing deposits, money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts and international cash balances that may not qualify for foreign government insurance programs. To date, the Company has not experienced any losses on cash and cash equivalents. Allowance for Doubtful Accounts . Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent expected losses using a current expected credit loss model. The Allowance for doubtful accounts is based on expected future uncollectible accounts receivable and is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions. Allowance for doubtful accounts was $ 11.7 million and $ 6.1 million as of December 31, 2025, and December 31, 2024, respectively. Transfer of Accounts Receivable. The Company transfers certain of its trade receivable assets to third parties under certain agreements. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer. 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 $ 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 . Expenditures billable to clients consist principally of outside vendor costs incurred on behalf of clients when providing services, in arrangements in which we are acting as agent, that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the period. Fixed Assets . Fixed assets are stated at cost, net of accumulated depreciation. Computer equipment and furniture and fixtures are depreciated on a straight-line basis over periods of three to ten years . 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. Leases . The Company recognizes on the Consolidated Balance Sheets, 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. All right-of-use lease assets are reviewed for impairment. See Note 10 of the Notes included herein for further information on leases. Goodwill . 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. For the annual impairment test, the Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing a quantitative goodwill impairment test. 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 67 Table of Contents 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. However, if the fair value of the reporting unit is lower than the carrying amount of the net assets assigned to the reporting unit, an impairment charge is recognized equal to the excess of the carrying amount over the fair value. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The Company generally uses a combination of the income approach, which incorporates the use of the discounted cash flow (“DCF”) method, and the market approach, which incorporates the use of earnings multiples based on market data and comparable companies. The Company applies an equal weighting to the income and market approaches for the impairment test. The income approach and the market approach both require the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates. 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 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. The estimates are based on historical data and experience, industry projections, economic conditions, and the Company’s expectations . Definite Lived Intangible Assets . Definite lived intangible assets are subject to amortization over their useful lives. 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. 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. 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. Business Combinations. Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. For each acquisition, the Company undertakes a detailed review to identify other intangible assets, and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine the estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible assets value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trademarks. Deferred Acquisition Consideration . 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 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. These arrangements may be dependent on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period. At each reporting date, the Company models each business’ future performance, such as revenue and EBITDA growth, to estimate the value of each deferred acquisition consideration liability. The liability is adjusted quarterly based on changes in current information affecting each subsidiary’s current operating results and the impact this information will have on future results included in the calculation of the estimated liability. These adjustments are recorded in Office and general expenses in the Consolidated Statements of Operations. 68 Table of Contents Redeemable Noncontrolling Interests . Certain of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders may require the Company to purchase such noncontrolling shareholders’ incremental ownership interests under certain circumstances. The Company sometimes has similar call options under the same contractual terms. 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. 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 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. Revenue Recognition . The Company’s revenue is recognized when control of the promised 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. 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 . Cost of services sold primarily consists of staff costs that are directly attributable to the Company’s client engagements, as well as third-party direct costs of production and delivery of services to its clients. Cost of services sold does not include depreciation, amortization, and other office and general expenses that are not directly attributable to the Company’s client engagements. Deferred Financing Costs . The Company uses the straight-line method, which approximates the effective interest method, to amortize deferred financing costs within Interest expense, net on the Consolidated Statements of Operations. Income Taxes. The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying value of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to be in effect when the differences are expected to reverse. The Company records associated interest and penalties as a component of income tax expense. The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management evaluates on a quarterly basis all available positive and negative evidence considering factors such as the reversal of deferred income tax liabilities, taxable income in eligible carryback years, projected future taxable income, the character of the income tax asset, tax planning strategies, changes in tax laws and other factors. The periodic assessment of the net carrying value of the Company’s deferred tax assets under the applicable accounting rules requires significant management judgment. A change to any of these factors could impact the estimated valuation allowance and income tax expense. Stock-Based Compensation . Compensation cost for awards such as restricted stock and restricted stock units is measured at fair value at the date of grant and is expensed over the service period, generally the award’s vesting period. The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. Forfeitures for all awards are recognized as they occur. The Company commences recording compensation expense related to awards that are based on performance conditions under the straight-line attribution method when it is probable that such performance conditions will be met. Certain of our awards are settled in cash (stock appreciation awards) and are recorded at fair value on the date of grant and remeasured at each reporting period. The measurement of the compensation cost for these awards is based on using the Black-Scholes option pricing model and is recorded in Operating income (loss) over the service period, in this case the award’s vesting period. The assumption for expected volatility is based on a blended rate which includes historical volatility of a peer group of market participants and historical volatility of the Company. 69 Table of Contents 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 awards generally provide the employee with the right, but not the obligation, to sell their profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution. The profits interests awards are primarily settled in cash, with certain awards having stock-settlement provisions at the Company’s discretion. The corresponding liability associated with these profits interests awards is included as a component of Accruals and other liabilities and Other liabilities on the Consolidated Balance Sheets. See Note 14 of the Notes included herein for further details on these awards. Share Buybacks . 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. See Note 14 of the Notes included herein for further details of our share buyback plan . Retirement Costs . 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. 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, 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 . The functional and reporting currency of the Company is the U.S. dollar. Generally, the Company’s subsidiaries use their local currency as their functional currency. Assets and liabilities are translated at the exchange rates in effect at the balance sheet date, and revenues and expenses are translated at the average exchange rates during the periods presented. The resulting translation adjustments are recorded as a component of Accumulated other comprehensive income (loss) in the Shareholders’ equity section of the Consolidated Balance Sheets. Translation of intercompany transactions, which are not intended to be settled, are included within cumulative translation adjustments. When transactions are denominated or settled in currencies other than the entity’s functional currency, foreign currency transaction unrealized and realized gains or losses are recognized. These gains and losses are recognized as incurred in the Consolidated Statements of Operations in Foreign, exchange, net. 70 Table of Contents 3. New Accounting Pronouncements 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. 71 Table of Contents 4. Acquisitions 2025 Acquisitions Acquisition of ADK On June 2, 2025, the Company acquired ADK Global (“ADK”), a network of marketing solutions companies operating in APAC region, for 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: Amount (dollars in thousands) Cash and cash equivalents $ 34,200 Accounts receivable, net 19,522 Other current assets 3,025 Fixed assets 1,110 Right of use lease assets 1,111 Other assets 680 Accounts payable ( 6,989 ) Accrued media ( 1,526 ) Accruals and other liabilities ( 9,957 ) Advance billings ( 7,378 ) Current portion of lease liabilities - operating leases ( 532 ) Long-term lease liabilities - operating leases ( 565 ) Other liabilities ( 1,092 ) Net assets assumed 31,609 Bargain purchase gain 9,937 Purchase price consideration $ 21,672 72 Table of Contents 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 On December 19, 2024, the Company acquired UNICEPTA Holding GmbH (“Unicepta”), a global media monitoring and analytics platform, for 60.1 million Euros (“€”) (approximately $ 62 million), of which € 23.8 million (approximately $ 24 million) was paid in cash, € 25.0 million (approximately $ 26 million) in 3,390,788 shares of the Company’s Class A Common Stock , € 0.7 million in a deferred cash payment (approximately $ 1 million), which was paid in January 2025, and € 10.6 million (approximately $ 11 million) attributable to contingent consideration which is considered part of the purchase price, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of € 40.0 million (approximately $ 42 million) subject to meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The consideration has been allocated to the assets acquired and assumed liabilities of Unicepta based upon fair values. The purchase price allocation is as follows: 73 Table of Contents Amount (dollars in thousands) Cash and cash equivalents $ 2,723 Accounts receivable, net 9,354 Other current assets 575 Right-of-use lease assets 5,911 Fixed assets 429 Identifiable intangible assets 36,833 Other assets 140 Accounts payable ( 2,808 ) Accruals and other liabilities ( 8,463 ) Advance billings ( 951 ) Current portion of lease liabilities - operating leases ( 1,071 ) Long-term lease liabilities - operating leases ( 5,400 ) Deferred tax liabilities, net ( 10,500 ) Other liabilities ( 406 ) Net assets assumed 26,366 Goodwill 36,048 Purchase price consideration $ 62,414 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Unicepta. Goodwill of $ 36.0 million was assigned to The Marketing Cloud reportable segment. The goodwill is not deductible for income tax purposes. Intangible assets consist of trade names, customer relationships, and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is 10 years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 22,083 12 Trade names 5,417 10 Developed Technology 9,333 5 Total acquired intangible assets $ 36,833 Acquisition of Consulum On October 1, 2024, the Company acquired Consulum (Cayman) Limited (“Consulum”), a government advisory firm that provides public relations management and media and marketing services, for $ 82.8 million, of which $ 58.6 million was paid in cash, $ 12.9 million in 1,810,274 shares of the Company’s Class A Common Stock, and $ 11.3 million was attributed to contingent consideration which is considered part of the purchase price. On January 29, 2025, the Company paid $ 0.1 million to the sellers as a post-closing adjustment. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $ 90.0 million, partially subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The consideration has been allocated to the assets acquired and assumed liabilities of Consulum based upon fair values. The purchase price allocation is as follows: 74 Table of Contents Amount (dollars in thousands) Cash and cash equivalents $ 2,151 Accounts receivable, net 26,845 Other current assets 3,094 Right-of-use lease assets 2,173 Fixed assets 2,032 Identifiable intangible assets 57,200 Accounts payable ( 2,078 ) Accruals and other liabilities ( 9,167 ) Advance billings ( 5,425 ) Current portion of lease liabilities - operating leases ( 983 ) Long-term lease liabilities - operating leases ( 1,065 ) Deferred tax liabilities, net ( 8,618 ) Net assets assumed 66,159 Goodwill 16,687 Purchase price consideration $ 82,846 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Consulum. Goodwill of $ 16.7 million was assigned to the Communications reportable segment. The goodwill is not deductible for income tax purposes. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is nine years . The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 43,800 7 Trade names 13,400 10 Total acquired intangible assets $ 57,200 Acquisition of Team Epiphany 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 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: 75 Table of Contents Amount (dollars in thousands) Cash and cash equivalents $ 1,095 Accounts receivable, net 8,283 Expenditures billable to clients 4,823 Other current assets 402 Right-of-use lease assets 2,788 Fixed assets 184 Identifiable intangible assets 4,316 Accounts payable ( 1,086 ) Accruals and other liabilities ( 664 ) Advance billings ( 8,808 ) Current portion of lease liabilities - operating leases ( 516 ) Long-term lease liabilities - operating leases ( 2,600 ) Net assets assumed 8,217 Goodwill 8,452 Purchase price consideration $ 16,669 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Team Epiphany. Goodwill of $ 8.5 million was assigned to the Marketing Services reportable segment. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is three years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 3,767 3 Trade names 549 3 Total acquired intangible assets $ 4,316 Acquisition of Leaders On July 19, 2024, the Company acquired L.D.R.S. Group Ltd. (“Leaders”), for 25.2 million Israeli New Shekels (“ILS”) (approximately $ 7 million), of which 10.9 million ILS (approximately $ 3 million) was paid in cash, 3.5 million ILS (approximately $ 1 million) in 135,010 shares of the Company’s Class A Common stock, and 10.9 million ILS (approximately $ 3 million) was attributed to contingent consideration which is considered part of the purchase price. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of 24.2 million ILS (approximately $ 7 million), partially subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Leaders and expected growth related to new customer relationships. 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. 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 76 Table of Contents 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. 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. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of € 8.5 million (approximately $ 9 million), partially subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of the Company’s Class A Common Stock, at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of WNP and expected growth related to new customer relationships. 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. 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. 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 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”) 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. 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. 5. Revenue 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. The primary source of the Company’s revenue is from Brand arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses, depending on the terms of the client contract. In all circumstances, revenue is only recognized when collection is reasonably assured. Certain of the Company’s contractual arrangements have more than one performance obligation. For such arrangements, revenue is allocated to each performance obligation based on its relative stand-alone selling price. Stand-alone selling prices are determined based on the prices charged to clients on a stand-alone basis or using expected cost-plus margin. 77 Table of Contents The determination of our performance obligations is specific to the services included within each contract. Based on a client’s requirements within the contract, and how these services are provided, multiple services could represent separate performance obligations or be combined and considered one performance obligation. Contracts that contain services that can be provided on a stand-alone basis, which are not significantly integrated or interdependent, and that do not significantly modify or customize each other, are typically considered separate performance obligations. Typically, these services are creative (or strategy), production, experiential marketing and media planning and media buying arrangements. Certain of the Company’s contracts consist of a single performance obligation. In these instances, the Company does not consider the underlying activities separate or distinct performance obligations because its services are highly interrelated, and the integration of the various components is essential to the overall promise to the Company’s customer. Typically, these services are public relations, and application/website design and development. In other instances, the Company is engaged to provide marketing services, such online fundraising and brand performance media solutions, that include a variety of distinct activities performed throughout the contract term that are substantially the same and that are satisfied over time, and therefore the Company considers these to be one performance obligation. 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. To a lesser extent, revenue is recognized using output measures, such as impressions or ongoing reporting. For client contracts when the Company has a stand-ready obligation to perform services, the Company recognizes revenue ratably using a time-based measure. In addition, for client contracts where the Company provides online subscription-based hosted services, it recognizes revenue ratably over the contract term. Point in time recognition primarily relates to certain commission-based contracts, which are recognized upon the placement of advertisements in various media when the Company has no further performance obligation. Revenue is recognized net of sales and other taxes due to be collected and remitted to government authorities. The Company’s contracts typically provide for termination by either party within 30 to 90 days. Although payment terms vary by client, they are typically within 30 to 60 days. In addition, the Company generally has the right to payment for all services provided through the end of the contract or termination date. Within each contract, we identify whether the Company is principal or agent at the service level. In arrangements where the Company has substantive control over the service before transferring it to the client, and is primarily responsible for integrating the services into the final deliverables, we act as principal. In these arrangements, revenue is recorded at the gross amount billed. Accordingly, for these contracts the Company has included reimbursed expenses in revenue. In other arrangements where a third-party supplier, rather than the Company, is primarily responsible for the integration of services into the final deliverables, and thus the Company is solely arranging for the third-party supplier to provide these services to our client, we generally act as agent and record revenue equal to the net amount retained, when the fee or commission is earned. The role of Stagwell’s Brands under a typical production services agreement is to facilitate a client’s purchasing of production capabilities from a third-party production company in accordance with the client’s strategy and guidelines. The obligation of Stagwell’s Brands under typical media buying services is to negotiate and purchase advertising media from a third-party media vendor on behalf of a client to execute its media plan. Typically, we do not obtain control prior to transferring these services to our clients; therefore, we primarily act as agent for production and media buying services. In situations where we are primarily responsible for fulfillment or have discretion in pricing, we have concluded that we have obtained control and act as principal. A small portion of the Company’s contractual arrangements with clients include performance incentive provisions, which allow the Company to earn additional revenues as a result of its performance relative to both quantitative and qualitative goals. Incentive compensation is primarily estimated using the most likely amount method and is included in revenue up to the amount that is not expected to result in a reversal of a significant amount of cumulative revenue recognized. We recognize revenue related to performance incentives as we satisfy the performance obligation to which the performance incentives are related. Disaggregated Revenue Data 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. Certain clients may engage with the Company in various geographic locations, across multiple disciplines, and through multiple Brands. Representation of a client rarely means that Stagwell handles marketing communications for all Brands or product lines of the client in every geographical location. The Company’s Brands often cooperate with one another through referrals and the sharing of 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. 78 Table of Contents 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 (dollars in thousands) United States All $ 2,245,529 $ 2,336,988 $ 2,058,883 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 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, 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. Contract liabilities represent advanced billings to customers for fees and reimbursements of third-party costs, whether we act as principal or agent. Such fees and reimbursements of third-party costs are classified as Advance billings on the Company’s Consolidated Balance Sheets. 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. 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 $ 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 . 79 Table of Contents 6. 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): Year Ended December 31, 2025 Earnings Per Share - Basic Numerator: Net income $ 30,626 Net loss attributable to Class C shareholders 6,637 Net income attributable to other equity interest holders ( 8,162 ) Net income attributable to noncontrolling and redeemable noncontrolling interests ( 1,525 ) Net income attributable to Stagwell Inc. common shareholders $ 29,101 Denominator: Weighted average number of common shares outstanding 220,608 Earnings Per Share - Basic $ 0.13 Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 29,101 Net loss attributable to Class C shareholders ( 6,637 ) $ 22,464 Denominator: Basic - Weighted average number of common shares outstanding 220,608 Dilutive shares: Class C Shares 39,055 Stock Appreciation Rights and Restricted Awards 4,855 Employee Stock Purchase Plan shares 5 43,915 Diluted - Weighted average number of common shares outstanding 264,523 Earnings Per Share - Diluted $ 0.08 Anti-dilutive: Class A Shares to settle deferred acquisition obligations 5,748 80 Table of Contents 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, 2024 Earnings Per Share - Basic Numerator: Net income $ 25,044 Net income attributable to Class C shareholders ( 17,144 ) Net income attributable to other equity interest holders ( 5,641 ) Net income attributable to noncontrolling and redeemable noncontrolling interests ( 22,785 ) Net income attributable to Stagwell Inc. common shareholders $ 2,259 Denominator: Weighted average number of common shares outstanding 110,890 Earnings Per Share - Basic $ 0.02 Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 2,259 Denominator: Basic - Weighted average number of common shares outstanding 110,890 Dilutive shares: Stock appreciation rights 461 Restricted share and restricted unit awards 4,395 Employee Stock Purchase Plan shares 6 4,862 Diluted - Weighted average number of common shares outstanding 115,752 Earnings Per Share - Diluted $ 0.02 Anti-dilutive: Class C Shares 151,649 Class A Shares to settle deferred acquisition obligations 6,236 81 Table of Contents 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): Year Ended December 31, 2023 Earnings Per Share - Basic Numerator: Net income $ 41,642 Net income attributable to Class C shareholders ( 39,066 ) Net income attributable to other equity interest holders ( 2,442 ) Net income attributable to noncontrolling and redeemable noncontrolling interests ( 41,508 ) Net income attributable to Stagwell Inc. common shareholders $ 134 Denominator: Weighted Average number of common shares outstanding 117,259 Earnings Per Share - Basic $ — Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 134 Denominator: Basic - Weighted Average number of common shares outstanding 117,259 Dilutive shares: Stock appreciation rights 421 Restricted share and restricted unit awards 4,485 Employee Stock Purchase Plan shares 5 4,911 Diluted - Weighted average number of common shares outstanding 122,170 Earnings Per Share - Diluted $ — 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 . 82 Table of Contents 7. Fixed Assets The following table presents the Company’s fixed assets as reported on the Consolidated Balance Sheets as of December 31: 2025 2024 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computer equipment, furniture and fixtures $ 81,088 $ ( 58,580 ) $ 22,508 $ 70,627 $ ( 47,424 ) $ 23,203 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 Depreciation expense for the years ended December 31, 2025, 2024, and 2023 was $ 25.6 million, $ 29.2 million and $ 29.0 million, respectively. 8. Goodwill and Intangible Assets 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. 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. 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 Disposition — — — — ( 7,699 ) ( 7,699 ) Foreign currency translation ( 7,015 ) — ( 2,660 ) ( 2,516 ) 35 ( 12,156 ) Other (1) 9 ( 731 ) — — — ( 722 ) Balance at December 31, 2024 $ 507,915 $ 302,532 $ 413,760 $ 250,479 $ 79,460 $ 1,554,146 Acquired goodwill 11,881 6,184 — — — 18,065 Disposition ( 5,684 ) — — — — ( 5,684 ) Foreign currency translation 10,849 1 6,678 2,433 4,395 24,356 Other (1) — — — 266 4,089 4,355 Balance at December 31, 2025 $ 524,961 $ 308,717 $ 420,438 $ 253,178 $ 87,944 $ 1,595,238 (1) Includes adjustments associated with the finalization of purchase price accounting for acquisitions. 83 Table of Contents 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: Intangible Assets 2025 2024 Customer relationships, gross $ 960,667 $ 939,227 Accumulated amortization ( 380,115 ) ( 293,581 ) Customer relationships, net $ 580,552 $ 645,646 Trade names, gross $ 215,500 208,549 Accumulated amortization ( 112,192 ) ( 94,687 ) Trade names, net $ 103,308 $ 113,862 Capitalized software, gross $ 206,280 $ 104,017 Accumulated amortization ( 85,540 ) ( 49,597 ) Capitalized software, net $ 120,740 $ 54,420 Developed technology and other, gross $ 54,688 $ 37,890 Accumulated amortization ( 25,040 ) ( 15,035 ) Developed technology and other, net $ 29,648 $ 22,855 Total intangible assets, gross $ 1,437,135 $ 1,289,683 Accumulated amortization ( 602,887 ) ( 452,900 ) Total intangible assets, net $ 834,248 $ 836,783 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 . Amortization expense related to amortizable intangible assets for the years ended December 31, 2025, 2024, and 2023 was $ 145.4 million , $ 121.6 million, and $ 112.2 million, respectively. The estimated amortization expense for the five succeeding years is as follows: Year Amortization 2026 $ 148,450 2027 138,301 2028 113,073 2029 92,389 2030 70,244 Thereafter 271,791 Total $ 834,248 84 Table of Contents 9. Deferred Acquisition Consideration 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: 2025 2024 (dollars in thousands) Beginning balance $ 102,115 $ 101,058 Payments (1) ( 56,982 ) ( 67,895 ) Adjustments to deferred acquisition consideration (2) ( 7,467 ) 23,005 Additions (3) — 46,598 Currency translation adjustment 2,378 ( 651 ) Ending balance (4) $ 40,044 $ 102,115 (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 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. 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. 10. Leases 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. These leases are classified as operating leases and expire between years 2026 through 2036. The Company’s finance leases are immaterial. 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. All right-of-use lease assets are reviewed for impairment. As the Company’s implicit rate in its leases is not readily determinable, in determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the commencement date. 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 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. Some of the Company’s leases contain variable lease payments, including payments based upon an index or rate. Variable lease payments based upon an index or rate are initially measured using the index or rate in effect at the lease commencement date and are included within the lease liabilities. 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. 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. The renewal and extension options are not included in the lease term as the Company is not reasonably certain that it will exercise its option. 85 Table of Contents 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 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. The discount rate used for leases accounted for under ASC 842 is the Company’s collateralized credit adjusted borrowing rate. The following table presents lease costs and other quantitative information for the years ended December 31: 2025 2024 2023 Lease Cost: (dollars in thousands) Operating lease cost $ 67,495 $ 75,117 $ 76,750 Variable lease cost 21,211 23,782 20,924 Sublease rental income ( 8,182 ) ( 8,404 ) ( 9,659 ) Total lease cost $ 80,524 $ 90,495 $ 88,015 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 77,427 $ 85,283 $ 88,955 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments $ 41,404 $ 22,105 $ 37,259 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 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: Maturity Analysis (dollars in thousands) 2026 $ 67,812 2027 65,386 2028 59,006 2029 49,095 2030 45,225 Thereafter 41,443 Total 327,967 Less: Present value discount ( 48,184 ) Lease liability $ 279,783 86 Table of Contents 11. Debt The following tables present the Company’s indebtedness as reported on the Consolidated Balance Sheets as of December 31: 2025 2024 (dollars in thousands) Credit Agreement $ 237,326 $ 264,000 5.625 % Notes 1,100,000 1,100,000 Debt issuance costs ( 11,313 ) ( 10,376 ) 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, 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”). 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. dollar equivalent of $ 50.0 million in pounds and $ 50.0 million in euros and $ 100.0 million in the aggregate. 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 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 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. The Company was in compliance with all covenants as of December 31, 2025. A portion of the Credit Agreement in an amount not to exceed $ 50.0 million is available for the issuance of standby letters of credit. As of December 31, 2025 and December 31, 2024, the Company had issued undrawn outstanding letters of credit of $ 15.1 million and $ 15.3 million, respectively. Senior Notes The Company had $ 1.1 billion aggregate principal amount of 5.625 % senior notes (“ 5.625 % Notes”) outstanding as of December 31, 2025. The 5.625 % Notes are due August 15, 2029, and bear annual interest of 5.625 % to be paid semiannually on February 15 and August 15 of each year. The 5.625 % Notes are guaranteed on a senior unsecured basis by substantially all of the Company’s subsidiaries. The 5.625 % Notes rank (i) equally in right of payment with all of the Company’s or any guarantor’s existing and future unsubordinated indebtedness, (ii) senior in right of payment to the Company’s or any guarantor’s existing and future subordinated indebtedness, (iii) effectively subordinated to any of the Company’s or any guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness, including the Credit Agreement, and (iv) structurally subordinated to all existing and future liabilities of the Company’s subsidiaries that are not guarantors. 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 87 Table of Contents 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. If the Company experiences certain kinds of changes of control (as defined in the indenture), holders of the 5.625 % Notes may require the Company to repurchase any 5.625 % Notes held by them at a price equal to 101 % of the principal amount of the 5.625 % Notes plus accrued and unpaid interest. In addition, if the Company sells assets under certain circumstances, it may be required to use the net sale proceeds (as defined in the indenture) to offer to repurchase the 5.625 % Notes at a price equal to 100 % of the principal amount of the 5.625 % Notes plus accrued and unpaid interest, up to the net sale proceeds amount. The indenture includes covenants that, among other things, restrict the Company’s ability and the ability of its restricted subsidiaries (as defined in the indenture) to incur or guarantee additional indebtedness; pay dividends on or redeem or repurchase the capital stock of the Company; make certain types of investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries; sell assets; enter into transactions with affiliates; create liens; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of the Company’s assets to, another person. These covenants are subject to a number of limitations and exceptions. 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. 12. Noncontrolling and Redeemable Noncontrolling Interests When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase incremental ownership is within the Company’s control, the amounts are recorded as Noncontrolling interests within Shareholders’ Equity in the Consolidated Balance Sheets. Where the incremental purchase may be required of the Company, the amounts are recorded as Redeemable noncontrolling interests in mezzanine equity in the 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: 2025 2024 2023 (dollars in thousands) 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 (loss) attributable to noncontrolling interests $ ( 5,721 ) $ 19,780 $ 42,142 Net income (loss) attributable to redeemable noncontrolling interests 7,246 3,005 ( 634 ) Net income attributable to noncontrolling and redeemable noncontrolling interests $ 1,525 $ 22,785 $ 41,508 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) $ — $ 423,428 Noncontrolling interest of other equity interest holders 17,974 21,746 Total noncontrolling interests $ 17,974 $ 445,174 (1) On April 4, 2025, Stagwell Media LP (“Stagwell Media”) exercised in full its right to exchange all of its 151,648,741 shares of Class C Common Stock for an equal number of newly issued shares of Class A Common Stock (the “Class C 88 Table of Contents Exchange”). 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) Beginning balance $ 8,412 $ 10,792 Redemptions (1) — ( 17,039 ) Additions 2,048 1,127 Distributions ( 2,489 ) ( 2,880 ) Changes in redemption value (2) 9,657 13,363 Net income attributable to redeemable noncontrolling interests (3) 7,246 3,005 Currency translation adjustment 94 44 Ending balance $ 24,968 $ 8,412 (1) Redemptions for the year ended December 31, 2024 was associated with redeemable noncontrolling interest of a certain Brand we did not previously own. The amount was reclassified as a deferred acquisition contingent obligation (see Note 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 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. These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. As such, there is no related impact on the Company’s earnings (loss) per share calculations for the years ended December 31, 2025 and 2024. 13. Commitments, Contingencies, and Guarantees Legal Proceedings. The Company’s operating entities are involved in legal proceedings and regulatory inquiries of various types. While any litigation or investigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition and results of operations of the Company. Guarantees . Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying Audited Consolidated Financial Statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable. Commitments. In the ordinary course of business, the Company enters into certain commitments. The following details the significant commitments of the Company 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 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 89 Table of Contents 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. 14. Share Capital The authorized and outstanding share capital of the Company is below. Class A Common Stock There are 1.0 billion shares of Class A Common Stock authorized, of which 252.3 million shares were issued and outstanding as of December 31, 2025. Each share of Class A Common Stock carries one vote and represents an economic interest in the Company. Class C Common Stock 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. Each share of Class C Common Stock is paired with a corresponding common unit of Stagwell Global LLC (“OpCo”), the Company’s only operating subsidiary (each such paired share of Class C Common Stock and common unit of OpCo, a “Paired Unit”). 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. Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices, including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Exchange Act, as amended, in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified, or discontinued at any time without prior notice. Our Board of Directors will review the Repurchase Program periodically and may authorize adjustments of its terms. During the 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. 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. 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, 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. For the years ended December 31, 2025, 2024, and 2023, the Company recognized total stock-based compensation expense related to all stock compensation awards of $ 47.9 million, $ 44.9 million, and $ 51.2 million, respectively. The related income tax benefit for the years ended December 31, 2025, 2024, and 2023 was $ 9.0 million , $ 4.7 million, and $ 6.3 million, respectively. 90 Table of Contents The following tables summarize stock-based activity of awards authorized under our employee stock incentive plans and awards (such as inducement awards) and other share-based commitments that have met the requirements to be issued separate from shareholder-approved stock incentive plans. The following table presents information about time-based and performance-based restricted stock and restricted stock unit awards: Time-Based Awards Performance-Based Awards Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Balance at December 31, 2024 6,645 $ 6.43 4,537 $ 6.55 Granted 9,442 5.64 1,697 6.17 Vested ( 5,784 ) 6.40 ( 1,180 ) 7.18 Forfeited ( 444 ) 6.08 ( 267 ) 6.96 Balance at December 31, 2025 9,859 $ 5.71 4,787 $ 6.24 The weighted average grant date fair value of time-based awards granted in 2024 and 2023 was $ 6.22 and $ 7.19 per share, respectively. The weighted average grant date fair value of performance-based awards granted in 2024 and 2023 was $ 5.56 and $ 7.24 per share, respectively. The vesting of the performance-based awards is contingent primarily upon the Company meeting certain cumulative revenue and earnings targets, primarily three years, and continued employment through the vesting date. The term of the time-based awards is generally three years with vesting generally one to three years. The vesting period of the time-based and performance-based awards is generally commensurate with the requisite service period. The total fair value of restricted stock and restricted stock unit awards, which vested during the years ended December 31, 2025, 2024, and 2023, was $ 34.7 million, $ 33.3 million, and $ 38.4 million respectively. At December 31, 2025, the weighted average remaining contractual life for time-based and performance-based awards was 0.93 years and 1.26 years, respectively. At December 31, 2025, the unrecognized compensation expense for time-based awards was $ 25.3 million and will be recognized over a weighted average period of 0.93 years. 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 and stock option awards: SAR and Stock Option Awards Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Balance at December 31, 2024 2,622 $ 2.44 $ 6.42 Granted 1,400 5.63 5.63 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 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. The assumptions used to value the SARS granted in 2023 were as follows: expected life ranging from 3 to 4 years, risk free interest rate of approximately 4.6 %, expected volatility ranging from 34.6 % to 36.7 %, and dividend yield of 0 %. These SAR awards vest in 1 to 3 years. The vesting period of these awards is generally commensurate with the requisite service period. The term of these awards is 5 years. There were no SAR awards granted or forfeited in 2024. Certain of the Company’s SAR awards are settled in cash. These awards are liability classified and remeasured at each reporting period. As of December 31, 2025, the assumptions for the Black-Scholes model for these awards were as follows: 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. 91 Table of Contents 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. The total intrinsic value of SAR awards exercised during the years ended December 31, 2025, 2024 and 2023 was $ 0.0 million, $ 2.2 million, and $ 8.1 million respectively. As of December 31, 2025, the aggregate intrinsic value of the SAR awards outstanding was $ 1.5 million and the weighted average remaining contractual life for these awards was 2.1 years. As of December 31, 2025, the aggregate intrinsic value of the SAR awards exercisable was $ 1.5 million and the weighted average remaining contractual life for these awards was 0.7 years. The weighted average exercise price of SAR awards exercisable as of December 31, 2025, was $ 6.41 . 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. 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 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. 15. Changes in Accumulated Other Comprehensive Income (Loss) The following table presents changes in accumulated other comprehensive income (loss) for the years ended December 31: Defined Benefit Pension Foreign Currency Translation Total Balance at December 31, 2023 $ 5,148 $ ( 18,215 ) $ ( 13,067 ) Other comprehensive loss before reclassifications ( 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 ) 16. 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: 92 Table of Contents • 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 Carrying 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. 17. Income Taxes 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: 93 Table of Contents 2025 2024 2023 Income (Loss): U.S. $ 58,405 $ 36,368 $ 66,432 Non-U.S. 10,381 1,355 24,637 $ 68,786 $ 37,723 $ 91,069 The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31 were: 2025 2024 2023 Current tax provision U.S. federal $ 2,821 $ 7,139 $ 4,868 U.S. state and local 2,198 4,359 3,103 Non-U.S. 22,813 12,370 13,143 27,832 23,868 21,114 Deferred tax provision (benefit): U.S. federal 10,673 607 18,168 U.S. state and local 1,378 248 7,017 Non-U.S. ( 1,612 ) ( 11,541 ) ( 5,742 ) 10,439 ( 10,686 ) 19,443 Income tax expense $ 38,271 $ 13,182 $ 40,557 Our effective income tax rate for the year ended December 31, 2025 (dollars in thousands) is as follows: 2025 % Tax expense, at U.S. federal statutory rate $ 14,445 21.0 % State and local income taxes (net of federal benefit) (1) 3,129 4.6 % 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. 94 Table of Contents Our effective income tax rate for the years ended December 31, 2024 and 2023 (dollars in thousands) is as follows: 2024 2023 Income before income taxes, equity in non-consolidated affiliates and noncontrolling interest $ 37,723 $ 91,069 Statutory income tax rate 21.0 % 21.0 % Tax expense using U.S. statutory income tax rate $ 7,922 $ 19,124 Impact of disregarded entity structure ( 3,384 ) ( 8,520 ) Foreign, net 1,208 ( 3,684 ) State taxes, net 3,701 8,422 Stock compensation 2,244 400 Valuation allowance 5,198 11,791 Deferred acquisition consideration adjustments ( 2,079 ) 1,299 Revaluation of TRA step up — ( 424 ) Gain on sale of business — 8,347 Prior year adjustments ( 3,464 ) 5,617 Other, net 1,836 ( 1,815 ) Income tax expense $ 13,182 $ 40,557 Effective income tax rate 34.9 % 44.5 % 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 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. The tax rate of 21.0 % has been used to capture the U.S. federal taxes of the Company and the corporations owned by the Company and recorded in the Consolidated Statements of Operations and Comprehensive Income. 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. Long-term income taxes receivable were $ 10.9 million and $ 10.4 million as of December 31, 2025 and 2024, and were included in Other assets on the Consolidated Balance Sheets. Income taxes payable were $ 16.1 million and $ 12.1 million as of December 31, 2025 and 2024, respectively, and were included in Accruals and other liabilities on the Consolidated Balance Sheets. 95 Table of Contents The tax effects of significant temporary differences representing deferred tax assets and liabilities as of December 31 were as follows: 2025 2024 2023 Deferred tax assets: Net operating losses $ 64,721 $ 38,482 $ 29,835 Tax credits 5,203 6,719 6,355 Operating lease liability 73,725 44,356 50,657 Interest deductions 41,591 37,384 36,618 Accruals and other liabilities 1,812 1,010 252 TRA and related step-up, net of amortization 285,538 27,335 29,007 Other 16,003 8,128 13,568 Gross deferred tax asset 488,593 163,414 166,292 Less: valuation allowance ( 43,060 ) ( 30,583 ) ( 26,288 ) Net deferred tax assets $ 445,533 $ 132,831 $ 140,004 Deferred tax liabilities: Right-of-use lease asset - operating leases 54,631 33,163 38,261 Property and equipment, net 9,358 5,065 11,553 Goodwill and intangibles 155,213 94,126 83,335 Other — 790 205 Total deferred tax liabilities 219,202 133,144 133,354 Net deferred tax asset (liability) $ 226,331 $ ( 313 ) $ 6,650 Deferred tax assets $ 281,057 $ 46,926 $ 47,159 Deferred tax liabilities ( 54,726 ) ( 47,239 ) ( 40,509 ) $ 226,331 $ ( 313 ) $ 6,650 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. 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. 96 Table of Contents Our deferred tax assets from operating and capital losses, foreign tax credits, and state credits will expire as follows: Stagwell Inc. Consolidated Corporate Subsidiaries Total Federal 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 State Operating losses expiring between 2026-2043 32 468 500 Indefinite operating losses 5,368 1,800 7,168 Foreign Operating losses expiring between 2026-2045 — 12,922 12,922 Indefinite operating losses — 21,388 21,388 Tax Credits 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. tax attributes are subject to an annual limitation as a result of historic acquisitions which constituted a change of ownership as defined under Internal Revenue Code 382. The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management evaluates all positive and negative evidence and considers factors such as the reversal of taxable temporary differences, taxable income in eligible carryback years, future taxable income, and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. The Company maintained a valuation allowance of $ 43.1 million as of December 31, 2025, relating to both U.S. and foreign deferred tax assets, and $ 30.6 million as of December 31, 2024 relating to U.S. and foreign deferred tax assets. 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 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. As of December 31, 2025 and 2024, the Company recorded a liability for unrecognized tax benefits as well as applicable penalties and interest in the amount of $ 4.7 million and $ 2.1 million, respectively. If these unrecognized tax benefits were to be recognized, it would affect the Company’s effective tax rate. It is the Company’s policy to classify interest and penalties arising in connection with unrecognized tax benefits as a component of income tax expense. As of December 31, 2025 and 2024, accrued penalties and interest included in unrecognized tax benefits were $ 2.6 million and $ 2.1 million, respectively. 97 Table of Contents A reconciliation of the change in unrecognized tax benefits exclusive of penalties and interest is as follows: 2025 2024 A reconciliation of the change in unrecognized tax benefits is as follows: Unrecognized tax benefit - Beginning Balance $ 9 $ 9 Current year positions — — Prior period positions — — Additions related to acquisitions 2,026 — Settlements — — Lapse of statute of limitations — — Unrecognized tax benefits - Ending Balance $ 2,035 $ 9 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 statu te of limitations for tax years prior to 2022 are closed for U.S. federal purposes. The statute of limitations for tax years prior to 2015 have also expired in non-U.S. jurisdictions. Income taxes paid (net of refunds) for the year ended December 31, 2025 were as follows: Income Taxes Paid U.S. federal $ ( 444 ) New York State ( 1,921 ) Other U.S. state & local 440 Foreign Taxes Canada 6,872 Germany 2,074 Saudi Arabia 3,539 United Kingdom 4,204 Other Foreign Jurisdictions 8,188 Total Cash Taxes Paid $ 22,952 18. Segment Information The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Mark Penn, Chief Executive Officer and Chairman, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics. All segments follow the same basis of presentation and accounting policies as those described throughout the Notes included herein. 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, impairment and other losses, and other items. Other items primarily includes restructuring, certain system implementation costs, working capital administrative fees and acquisition-related expenses. 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. 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 98 Table of Contents 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 99 Table of Contents 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 Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Total (dollars in thousands) Revenue (1) $ 1,134,821 $ 393,499 $ 690,675 $ 592,577 $ 106,537 $ 2,918,109 Billable costs 175,145 26,327 80,655 199,146 51 481,324 Staff costs 565,484 247,967 363,031 229,356 68,647 1,474,485 Administrative costs 105,801 27,267 93,003 50,841 17,613 294,525 Unbillable and other costs * 78,333 1,305 64,833 9,300 22,689 176,460 Adjusted EBITDA 210,058 90,633 89,153 103,934 ( 2,463 ) 491,315 Corporate, eliminations and other ( 69,462 ) Total Consolidated Adjusted EBITDA 421,853 Stock-based compensation 54,095 Depreciation and amortization 171,249 Deferred acquisition consideration ( 7,467 ) Impairment and other losses 466 Other items, net 44,509 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 ( 90,215 ) Income before income taxes and equity in earnings of non-consolidated affiliates 68,786 Income tax expense 38,271 Income before equity in earnings of non-consolidated affiliates 30,515 Equity in income of non-consolidated affiliates 111 Net income 30,626 Net income attributable to noncontrolling and redeemable noncontrolling interests ( 1,525 ) Net income attributable to Stagwell Inc. common shareholders $ 29,101 (1) Total consolidated revenue of $ 2,909,000 reflects revenue generated by the Other business components and intercompany elimination of $ 9,109 . 100 Table of Contents *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, panels and survey costs, and also includes travel related expenses. Year Ended December 31, 2024 Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Total (dollars in thousands) Revenue (1) $ 1,077,607 $ 335,656 $ 695,402 $ 703,065 $ 32,265 $ 2,843,995 Billable costs 172,490 11,473 93,899 267,439 — 545,301 Staff costs 557,776 227,522 356,684 232,096 28,686 1,402,764 Administrative costs 101,145 21,809 83,572 47,335 9,777 263,638 Unbillable and other costs * 70,924 1,393 65,188 10,840 6,117 154,462 Adjusted EBITDA 175,272 73,459 96,059 145,355 ( 12,315 ) 477,830 Corporate, eliminations and other ( 60,382 ) Total Consolidated Adjusted EBITDA 417,448 Stock-based compensation 52,161 Depreciation and amortization 151,652 Deferred acquisition consideration 22,995 Impairment and other losses 1,715 Other items, net 55,857 Operating income 133,068 Other income (expenses): Interest expense, net ( 92,317 ) Foreign exchange, net ( 1,656 ) Other, net ( 1,372 ) ( 95,345 ) Income before income taxes and equity in earnings of non-consolidated affiliates 37,723 Income tax expense 13,182 Income before equity in earnings of non-consolidated affiliates 24,541 Equity in income of non-consolidated affiliates 503 Net income 25,044 Net income attributable to noncontrolling and redeemable noncontrolling interests ( 22,785 ) Net income attributable to Stagwell Inc. common shareholders $ 2,259 (1) Total consolidated revenue of $ 2,841,216 reflects an intercompany elimination of $ 2,779 . *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, panels and survey costs, and also includes travel related expenses. 101 Table of Contents Year Ended December 31, 2023 Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Total (dollars in thousands) Revenue (1) $ 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 Depreciation and amortization 142,831 Deferred acquisition consideration 13,060 Impairment and other losses 11,395 Other items, net 51,040 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 ) 542 Income before income taxes and equity in earnings of non-consolidated affiliates 91,069 Income tax expense 40,557 Income before equity in earnings of non-consolidated affiliates 50,512 Equity in income of non-consolidated affiliates ( 8,870 ) Net income 41,642 Net income attributable to noncontrolling and redeemable noncontrolling interests ( 41,508 ) Net income attributable to Stagwell Inc. common shareholders $ 134 (1) Total consolidated revenue of $ 2,527,177 reflects an intercompany elimination of $ 695 . *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, panels and survey costs, and also includes travel related expenses. 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. See Note 5 of the Notes included herein for a summary of the Company’s revenue by geographic region for the years ended December 31, 2025, 2024, and 2023. 102 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures Not Applicable.