Stagwell Inc 8-K, filed Oct 29, 2026
Stagwell Inc (STGW)
8-K
2026-10-29
For: 2026-10-29
View Original
Added on
October 29, 2026
About this 8-K
Stagwell Inc filed this 8-K on October 29, 2026.
Stagwell Inc. reported Q3 revenue of $816 million, adjusted EBITDA of $145 million and adjusted EPS of $0.34. It raised 2026 adjusted EBITDA guidance to $490 million to $540 million and adjusted EPS guidance to $1.07 to $1.21. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) — October 29, 2026
(Exact Name of Registrant as Specified in its Charter)
| (Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices and zip code)
(646 ) 429-1800
(Registrant’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 29, 2026 , Stagwell Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2026. A copy of this earnings release is attached as Exhibit 99.1 hereto.
The foregoing information (including Exhibit 99.1) is being furnished under “Item 2.02 – Results of Operations and Financial Condition.” Such information (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
On October 29, 2026 , the Company will host a conference call in which its financial results for the three and nine months ended September 30, 2026 will be discussed. The presentation to be used in connection with the call is attached as Exhibit 99.2 hereto.
The foregoing information (including Exhibit 99.2) is being furnished under “Item 7.01 – Regulation FD Disclosure.” Such information (including Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed by the undersigned hereunto duly authorized.
| Date: October 29, 2026 | Stagwell Inc. | |||||||
| By: | /s/ Ryan J. Greene | |||||||
| Ryan J. Greene | ||||||||
| Chief Financial Officer | ||||||||
FOR IMMEDIATE ISSUE
STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
Q3 YoY Revenue Growth of 10% to $816 million; Q3 YoY Net Revenue Growth of 8% to $664 million
Q3 YoY Digital Transformation Organic Net Revenue Growth of 23%; Q3 YoY The Marketing Cloud Organic Net Revenue Growth of 108%; Enterprise Technology Products Contracted to Date of $59 million More Than Double Initial 2026 Goal
Q3 EPS of $0.07; Q3 Adjusted EPS Growth YoY of 42% to $0.34
Q3 Net Income Attributable to Stagwell Inc. Common Shareholders of $18 million; Q3 Adjusted EBITDA Growth YoY of 25% to $145 million
Year-to-Date Net Cash Provided by Operating Activities Increased 396% YoY to $152 million; Year-to-Date Free Cash Flow Increased 227% YoY to $52 million
Net New Business of $168 million in Q3; LTM Net New Business of $586 million
Largest Multi-Agency Deal in Stagwell History With ServiceNow; Secured First Major Federal Government Win; Expanded Partnership with Palantir
Raise Full-Year Adjusted EBITDA Guidance to $490 million to $540 million; Raise Full-Year Adjusted EPS Guidance to $1.07 to $1.21
New York, NY, October 29, 2026 (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the three and nine months ended September 30, 2026.
THIRD QUARTER RESULTS:
•Q3 Revenue of $816 million, an increase of 10% versus the prior year period; YTD Revenue of $2,306 million, an increase of 10%;
•Q3 Revenue increased 11% organically versus the prior year period; YTD Revenue increased 9% organically;
•Q3 Net Revenue of $664 million, an increase of 8% versus the prior year period; YTD Net Revenue of $1,880 million, an increase of 6%;
•Q3 Net Revenue increased 7% organically versus the prior year period; YTD Net Revenue increased 5% organically;
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•Q3 Digital Transformation Net Revenue of $119 million, an organic increase of 23% versus the prior year period;
•Two-Year Net Revenue Growth Stack for Digital Transformation of 38%, Two-Year Organic Net Revenue Growth Stack for Digital Transformation of 30%;
•Q3 The Marketing Cloud Net Revenue of $56 million, an organic increase of 108% versus the prior year period;
•YTD enterprise technology products contracted to date of $59 million, more than double initial FY26 target;
•Q3 Net Income attributable to Stagwell Inc. Common Shareholders of $18 million versus $25 million in the prior year period; YTD Net Loss attributable to Stagwell Inc. Common Shareholders of $3 million versus income of $16 million in the prior year period;
•Q3 Adjusted EBITDA of $145 million, an increase of 25% versus the prior year period; YTD Adjusted EBITDA of $343 million an increase of 17%;
•Q3 Adjusted EBITDA Margin of 22% on net revenue; YTD Adjusted EBITDA Margin of 18%;
•Q3 Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.07 versus $0.09; YTD Loss Per Share attributable to Stagwell Inc. Common Shareholders of $(0.01) versus Earnings Per Share of $0.04 in the prior year period;
•Q3 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.34 versus $0.24; YTD Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.77 versus $0.54 in the prior year period;
•YTD Net Cash provided by Operating Activities of $152 million versus $31 million in the prior year period;
•Net new business of $168 million in the third quarter, last twelve-month net new business of $586 million
See “Non-GAAP Financial Measures” below for explanations and reconciliations of the Company’s non-GAAP financial measures.
“This is the biggest quarter in Stagwell’s history. It shows we are on track to become number one in marketing transformation,” said Mark Penn, Chairman and CEO of Stagwell. “Software products, like our agentic Stagwell Machines, and the Digital Transformation segment are driving our business as we pivot from primarily marketing services to AI-powered marketing transformation. We have more than doubled our initial Enterprise Technology Bookings goal for the year, saw 23% organic net revenue growth in Digital Transformation, and 108% organic growth in The Marketing Cloud."
Ryan Greene, Chief Financial Officer, added: “The third quarter was Stagwell’s largest ever on virtually every metric. Organic net revenue for the company grew more than 7% year-over-year to $664 million, while our adjusted EBITDA grew 25% to $145 million, and our adjusted EPS grew 42% to $0.34. These improved earnings also contributed to a more than 400% increase in operating cash flow year to date. Net leverage now stands at 2.7x, a 0.7x improvement year-over-year, and our lowest ever third quarter ratio. Results through the first three quarters give us the confidence to raise our adjusted EBITDA and adjusted EPS guidance today.”
Financial Outlook
2026 financial guidance is updated as follows:
•Raise Adjusted EBITDA to $490 million to $540 million
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•Raise Adjusted EPS to $1.07 - $1.21
•Reiterate Total Net Revenue growth of 8% to 12%
•Reiterate Free Cash Flow Conversion of 50% to 60%
•Guidance includes anticipated impact from acquisitions or dispositions.
| * The Company has excluded a quantitative reconciliation with respect to the Company’s 2026 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" below for additional information. | |||||
Video Webcast
Management will host a video webcast on Thursday, October 29, 2026, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the three and nine months ended September 30, 2026. The video webcast will be accessible at https://edge.media-server.com/mmc/p/qudoyxam/. An investor presentation has been posted on our website at www.stagwellglobal.com and may be referred to during the webcast.
A recording of the webcast will be accessible one hour after the webcast and available for ninety days at www.stagwellglobal.com.
Stagwell Inc.
Stagwell is the global challenger network transforming marketing through AI. We deliver scaled creative performance for the world's most ambitious brands, connecting culture-moving creativity with leading-edge technology to harmonize the art and science of marketing. Led by entrepreneurs, our specialists in 40+ countries are unified under a single purpose: to drive effectiveness and improve business results for our clients. Join us at www.stagwellglobal.com.
Contacts
For Investors:
Ben Allanson
IR@stagwellglobal.com
For Press:
Lena Petersen
PR@stagwellglobal.com
Non-GAAP Financial Measures
In addition to its reported results, Stagwell Inc. has included in this earnings release certain financial results that the Securities and Exchange Commission (“SEC”) defines as “non-GAAP Financial Measures.” Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following:
(1) Organic Net Revenue: “Organic net revenue growth (decline)” reflects the year-over-year change in the Company’s reported net revenue attributable to the Company’s management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company’s reported net revenue. The net impact of acquisitions (divestitures) reflects the year-over-year change in the
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Company’s reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. We calculate the impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity’s current period reported revenue as the impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present an amount equal to the entity’s current year net revenue for the same period during which we didn’t own the entity in the prior year as the impact of the acquisition in the current year. We calculate the impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity’s prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity’s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations. The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates.
(2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period.
(3) Adjusted EBITDA: is defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense, income tax expense or benefit, equity in income or loss of non-consolidated entities and net income or loss attributable to noncontrolling and redeemable noncontrolling interest holders to achieve Operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, impairment and other losses, and other items. Other items primarily include restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expenses, and other non-recurring income and expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating income (loss), as Net income (loss) is not relevant for a reportable segment financial metric.
(4) Adjusted Diluted EPS: is defined as Adjusted Net Income (loss) attributable to Stagwell Inc. common and Class C shareholders, divided by the diluted weighted average shares outstanding. Adjusted Net Income represents net income (loss) attributable to Stagwell Inc. common and Class C shareholders, excluding amortization, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), allocated between the two share classes based on their respective income allocation percentages using a normalized effective tax rate. The diluted weighted average shares outstanding includes the diluted weighted average common shares outstanding plus Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) as if converted to shares of Class A Common Stock if not included because they were anti-dilutive.
(5) Free Cash Flow: defined as consolidated net cash flow from operations less cash outflow from capital expenditures and capitalized software, excluding material nonrecurring capital purchases. Free Cash Flow Conversion is the percentage of adjusted EBITDA.
Included in this earnings release are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures.
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This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance, growth, and future prospects, the Company’s strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated and actual operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “ability,” “aim,” “anticipate,” “assume,” “believe,” “better,” “build,” “consider,” “continue,” “could,” “depend,” “develop, “drive,” “enhance,” “estimate,” “evaluate,” “expand,” “expect,” “focus,” “forecast,” “future,” “grow,” “guidance,” “illustrative,” “improve,” “intend,” “likely,” “maintain,” “may,” “objective,” “ongoing,” “opportunity,” “optimize,” “outlook,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “realize,” “remain,” “scenario,” “seek,” “should,” “strategy,” “sufficient,” “support,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section.
Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:
•risks associated with international, national and regional unfavorable economic conditions, including the effect of changing tariffs and other trade policies, inflation and other macroeconomic factors that could affect the Company or its clients;
•demand for the Company’s services, which may precipitate or exacerbate other risks and uncertainties;
•inflation and actions taken by central banks to address inflation, including changes in interest rates;
•the Company’s ability to attract new clients and retain existing clients;
•the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements;
•financial failure of the Company’s clients;
•the Company’s ability to retain and attract key employees;
•the Company’s ability to compete in the markets in which it operates;
•the Company’s ability to achieve its cost saving initiatives;
•the Company’s implementation of strategic initiatives;
•the Company’s ability to remain in compliance with its debt agreements, and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests, deferred acquisition consideration and profit interests;
•the Company’s ability to manage its growth effectively;
•the Company’s ability to identify and complete acquisitions or other strategic transactions that complement and expand the Company’s business capabilities and successfully integrate newly acquired businesses into the Company’s operations, retain key employees, and realize cost savings, synergies and other related anticipated benefits within the expected time period;
•the Company’s ability to identify and complete divestitures and to achieve the anticipated benefits therefrom;
•the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products;
•the Company’s use of artificial intelligence, including generative artificial intelligence, and its ability to realize anticipated efficiencies and other benefits from its investments in artificial intelligence and automation technologies, and changes in client demand for artificial intelligence-related services;
•adverse tax consequences for the Company, its operations and its stockholders, that may differ from the expectations of the Company, including that recent or future changes in tax laws, potential changes to corporate tax rates in the
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United States and disagreements with tax authorities on the Company’s determinations that may result in increased tax costs;
•adverse tax consequences in connection with the business combination that formed the Company in August 2021, including the incurrence of material Canadian federal income tax (including material “emigration tax”);
•the Company’s ability to maintain an effective system of internal control over financial reporting, including the risk that the Company’s internal controls will fail to detect misstatements in its financial statements, such as errors requiring out-of-period adjustments;
•the Company’s ability to accurately forecast its future financial performance and provide accurate guidance;
•the Company’s ability to protect client data from security incidents or cyberattacks;
•economic disruptions resulting from war and other economic and geopolitical tensions (such as the ongoing military conflicts in Iran and the Middle East, and between Russia and Ukraine), terrorist activities, natural disasters, public health events, and tariff and trade policies, including the resulting effects on client marketing spend in affected regions;
•stock price volatility; and
•foreign currency fluctuations.
Investors should carefully consider these risks and the additional risk factors described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2026, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” in our subsequent Quarterly Reports on Form 10-Q and in the Company’s other SEC filings.
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SCHEDULE 1
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 816,027 | $ | 742,998 | $ | 2,306,477 | $ | 2,101,556 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of services | 511,698 | 470,937 | 1,488,293 | 1,342,240 | |||||||||||||||||||
| Office and general expenses | 206,942 | 166,422 | 611,323 | 528,845 | |||||||||||||||||||
| Depreciation and amortization | 48,300 | 44,260 | 136,395 | 127,635 | |||||||||||||||||||
| Impairment and other losses | 1,028 | 466 | 1,219 | 466 | |||||||||||||||||||
| 767,968 | 682,085 | 2,237,230 | 1,999,186 | ||||||||||||||||||||
| Operating Income | 48,059 | 60,913 | 69,247 | 102,370 | |||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| Interest expense, net | (23,993) | (25,196) | (69,587) | (72,007) | |||||||||||||||||||
| Foreign exchange, net | 2,244 | (366) | (172) | (484) | |||||||||||||||||||
Other, net | 2,526 | (2,032) | 3,394 | (2,143) | |||||||||||||||||||
| (19,223) | (27,594) | (66,365) | (74,634) | ||||||||||||||||||||
Income before income taxes and equity in earnings of non-consolidated affiliates | 28,836 | 33,319 | 2,882 | 27,736 | |||||||||||||||||||
| Income tax expense | 10,882 | 9,555 | 7,646 | 13,950 | |||||||||||||||||||
| Income (loss) before equity in earnings of non-consolidated affiliates | 17,954 | 23,764 | (4,764) | 13,786 | |||||||||||||||||||
| Equity in income (loss) of non-consolidated affiliates | 442 | (1) | 512 | 18 | |||||||||||||||||||
| Net income (loss) | 18,396 | 23,763 | (4,252) | 13,804 | |||||||||||||||||||
| Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests | (277) | 856 | 1,282 | 2,637 | |||||||||||||||||||
| Net income (loss) attributable to Stagwell Inc. common shareholders | $ | 18,119 | $ | 24,619 | $ | (2,970) | $ | 16,441 | |||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | 0.07 | $ | 0.10 | $ | (0.01) | $ | 0.08 | |||||||||||||||
| Diluted | $ | 0.07 | $ | 0.09 | $ | (0.01) | $ | 0.04 | |||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | 244,666 | 255,952 | 247,131 | 210,139 | |||||||||||||||||||
| Diluted | 250,989 | 259,583 | 247,131 | 266,773 | |||||||||||||||||||
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SCHEDULE 2
STAGWELL INC.
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)
| Net Revenue - Components of Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Foreign Currency | Net Acquisitions (Divestitures) | Organic (1) | Total Change | Three Months Ended September 30, 2026 | Organic | Total | ||||||||||||||||||||||||||||||||||||||||
| Marketing Services | $ | 239,961 | $ | (176) | $ | (3,996) | $ | (18,108) | $ | (22,280) | $ | 217,681 | (7.5) | % | (9.3) | % | |||||||||||||||||||||||||||||||
| Digital Transformation | 96,111 | (233) | 599 | 22,182 | 22,548 | 118,659 | 23.1 | % | 23.5 | % | |||||||||||||||||||||||||||||||||||||
| Media & Commerce | 162,542 | (432) | — | (3,366) | (3,798) | 158,744 | (2.1) | % | (2.3) | % | |||||||||||||||||||||||||||||||||||||
| Communications | 96,631 | 72 | 7,657 | 19,324 | 27,053 | 123,684 | 20.0 | % | 28.0 | % | |||||||||||||||||||||||||||||||||||||
| The Marketing Cloud | 26,571 | 304 | — | 28,808 | 29,112 | 55,683 | 108.4 | % | 109.6 | % | |||||||||||||||||||||||||||||||||||||
| Corporate, eliminations and other | (7,294) | 12 | — | (3,152) | (3,140) | (10,434) | 43.2 | % | 43.0 | % | |||||||||||||||||||||||||||||||||||||
| $ | 614,522 | $ | (453) | $ | 4,260 | $ | 45,688 | $ | 49,495 | $ | 664,017 | 7.4 | % | 8.1 | % | ||||||||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
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SCHEDULE 3
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)
| Net Revenue - Components of Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Foreign Currency | Net Acquisitions (Divestitures) | Organic (1) | Total Change | Nine Months Ended September 30, 2026 | Organic | Total | ||||||||||||||||||||||||||||||||||||||||
| Marketing Services | $ | 692,760 | $ | 3,086 | $ | (7,740) | $ | (15,436) | $ | (20,090) | $ | 672,670 | (2.2) | % | (2.9) | % | |||||||||||||||||||||||||||||||
| Digital Transformation | 277,091 | (617) | 3,826 | 45,734 | 48,943 | 326,034 | 16.5 | % | 17.7 | % | |||||||||||||||||||||||||||||||||||||
| Media & Commerce | 459,911 | 1,855 | 4,185 | (191) | 5,849 | 465,760 | — | % | 1.3 | % | |||||||||||||||||||||||||||||||||||||
| Communications | 285,447 | 1,041 | 10,271 | 36,114 | 47,426 | 332,873 | 12.7 | % | 16.6 | % | |||||||||||||||||||||||||||||||||||||
| The Marketing Cloud | 77,364 | 2,863 | — | 30,576 | 33,439 | 110,803 | 39.5 | % | 43.2 | % | |||||||||||||||||||||||||||||||||||||
| Corporate, eliminations and other | (15,735) | (8) | — | (12,173) | (12,181) | (27,916) | 77.4 | % | 77.4 | % | |||||||||||||||||||||||||||||||||||||
| $ | 1,776,838 | $ | 8,220 | $ | 10,542 | $ | 84,624 | $ | 103,386 | $ | 1,880,224 | 4.8 | % | 5.8 | % | ||||||||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
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SCHEDULE 4
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Three Months Ended September 30, 2026
| Marketing Services | Digital Transformation | Media & Commerce | Communications | The Marketing Cloud | Corporate, Elimination and Other | Total | |||||||||||||||||||||||||||||||||||
| Revenue | $ | 255,445 | $ | 127,176 | $ | 176,857 | $ | 210,913 | $ | 55,825 | $ | (10,189) | $ | 816,027 | |||||||||||||||||||||||||||
| Billable costs | 37,764 | 8,517 | 18,113 | 87,229 | 142 | 245 | 152,010 | ||||||||||||||||||||||||||||||||||
Net revenue | 217,681 | 118,659 | 158,744 | 123,684 | 55,683 | (10,434) | 664,017 | ||||||||||||||||||||||||||||||||||
| Staff costs | 126,795 | 73,620 | 95,403 | 59,939 | 16,572 | 13,288 | 385,617 | ||||||||||||||||||||||||||||||||||
| Administrative costs | 24,677 | 6,830 | 26,650 | 13,432 | 5,291 | 5,878 | 82,758 | ||||||||||||||||||||||||||||||||||
| Unbillable and other costs, net | 24,254 | 71 | 16,917 | 2,455 | 9,165 | (2,056) | 50,806 | ||||||||||||||||||||||||||||||||||
Adjusted EBITDA (1) | 41,955 | 38,138 | 19,774 | 47,858 | 24,655 | (27,544) | 144,836 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 11,717 | 3,675 | 1,230 | 4,221 | 400 | 7,677 | 28,920 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 11,841 | 6,256 | 8,601 | 6,925 | 5,995 | 8,682 | 48,300 | ||||||||||||||||||||||||||||||||||
| Deferred acquisition consideration | — | 3,433 | 1,216 | 3,013 | 13 | — | 7,675 | ||||||||||||||||||||||||||||||||||
| Impairment and other losses | — | — | — | — | 1,028 | — | 1,028 | ||||||||||||||||||||||||||||||||||
Other items, net (1) | 3,161 | 318 | 3,712 | 701 | 986 | 1,976 | 10,854 | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 15,236 | $ | 24,456 | $ | 5,015 | $ | 32,998 | $ | 16,233 | $ | (45,879) | $ | 48,059 | |||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
Page 10
SCHEDULE 5
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Nine Months Ended September 30, 2026
| Marketing Services | Digital Transformation | Media & Commerce | Communications | The Marketing Cloud | Corporate, eliminations and other | Total | |||||||||||||||||||||||||||||||||||
| Revenue | $ | 786,650 | $ | 349,756 | $ | 534,561 | $ | 552,767 | $ | 110,963 | $ | (28,220) | $ | 2,306,477 | |||||||||||||||||||||||||||
| Billable costs | 113,980 | 23,722 | 68,801 | 219,894 | 160 | (304) | 426,253 | ||||||||||||||||||||||||||||||||||
Net revenue | 672,670 | 326,034 | 465,760 | 332,873 | 110,803 | (27,916) | 1,880,224 | ||||||||||||||||||||||||||||||||||
| Staff costs | 390,338 | 208,901 | 291,338 | 178,086 | 51,460 | 30,062 | 1,150,185 | ||||||||||||||||||||||||||||||||||
| Administrative costs | 74,036 | 20,966 | 74,902 | 40,634 | 18,003 | 10,932 | 239,473 | ||||||||||||||||||||||||||||||||||
| Unbillable and other costs, net | 75,327 | 381 | 45,820 | 6,291 | 23,962 | (4,423) | 147,358 | ||||||||||||||||||||||||||||||||||
Adjusted EBITDA (1) | 132,969 | 95,786 | 53,700 | 107,862 | 17,378 | (64,487) | 343,208 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 24,649 | 8,368 | 2,871 | 9,131 | 906 | 15,810 | 61,735 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 36,749 | 18,011 | 24,319 | 19,972 | 18,945 | 18,399 | 136,395 | ||||||||||||||||||||||||||||||||||
| Deferred acquisition consideration | (1,969) | 13,535 | 9,854 | 4,773 | 573 | — | 26,766 | ||||||||||||||||||||||||||||||||||
| Impairment and other losses | — | — | 191 | — | 1,028 | — | 1,219 | ||||||||||||||||||||||||||||||||||
Other items, net (1) | 9,085 | 1,938 | 11,692 | 4,205 | 1,686 | 19,240 | 47,846 | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 64,455 | $ | 53,934 | $ | 4,773 | $ | 69,781 | $ | (5,760) | $ | (117,936) | $ | 69,247 | |||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
Page 11
SCHEDULE 6
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Three Months Ended September 30, 2025
| Marketing Services | Digital Transformation | Media & Commerce | Communications | The Marketing Cloud | Corporate, eliminations and other | Total | |||||||||||||||||||||||||||||||||||
| Revenue | $ | 291,089 | $ | 104,445 | $ | 183,112 | $ | 145,086 | $ | 26,576 | $ | (7,310) | $ | 742,998 | |||||||||||||||||||||||||||
| Billable costs | 51,128 | 8,334 | 20,570 | 48,455 | 5 | (16) | 128,476 | ||||||||||||||||||||||||||||||||||
Net revenue | 239,961 | 96,111 | 162,542 | 96,631 | 26,571 | (7,294) | 614,522 | ||||||||||||||||||||||||||||||||||
| Staff costs | 138,310 | 62,845 | 98,212 | 56,650 | 17,969 | 13,224 | 387,210 | ||||||||||||||||||||||||||||||||||
| Administrative costs | 26,835 | 6,981 | 24,225 | 12,516 | 3,068 | (3,238) | 70,387 | ||||||||||||||||||||||||||||||||||
| Unbillable and other costs, net | 17,187 | 401 | 15,554 | 2,344 | 6,898 | (1,446) | 40,938 | ||||||||||||||||||||||||||||||||||
Adjusted EBITDA (1) | 57,629 | 25,884 | 24,551 | 25,121 | (1,364) | (15,834) | 115,987 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 4,240 | 934 | 1,111 | 1,594 | 200 | 4,567 | 12,646 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 12,820 | 5,932 | 7,524 | 6,363 | 6,455 | 5,166 | 44,260 | ||||||||||||||||||||||||||||||||||
| Deferred acquisition consideration | (500) | 1,874 | 1,413 | (3,716) | (12,419) | — | (13,348) | ||||||||||||||||||||||||||||||||||
| Impairment and other losses | — | — | — | 222 | 244 | — | 466 | ||||||||||||||||||||||||||||||||||
Other items, net (1) | 2,200 | 432 | 4,153 | 1,624 | 1,284 | 1,357 | 11,050 | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 38,869 | $ | 16,712 | $ | 10,350 | $ | 19,034 | $ | 2,872 | $ | (26,924) | $ | 60,913 | |||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items.
Page 12
SCHEDULE 7
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Nine Months Ended September 30, 2025
| Marketing Services | Digital Transformation | Media & Commerce | Communications | The Marketing Cloud | Corporate, Elimination and Other | Total | |||||||||||||||||||||||||||||||||||
| Revenue | $ | 817,294 | $ | 294,301 | $ | 509,416 | $ | 420,556 | $ | 77,380 | $ | (17,391) | $ | 2,101,556 | |||||||||||||||||||||||||||
| Billable costs | 124,534 | 17,210 | 49,505 | 135,109 | 16 | (1,656) | 324,718 | ||||||||||||||||||||||||||||||||||
| Net Revenue | 692,760 | 277,091 | 459,911 | 285,447 | 77,364 | (15,735) | 1,776,838 | ||||||||||||||||||||||||||||||||||
| Staff costs | 401,036 | 186,972 | 291,228 | 172,273 | 52,001 | 33,232 | 1,136,742 | ||||||||||||||||||||||||||||||||||
| Administrative costs | 83,338 | 19,599 | 70,963 | 37,042 | 11,582 | (4,301) | 218,223 | ||||||||||||||||||||||||||||||||||
| Unbillable and other costs, net | 61,801 | 1,178 | 44,486 | 7,103 | 18,399 | (3,665) | 129,302 | ||||||||||||||||||||||||||||||||||
Adjusted EBITDA (1) | 146,585 | 69,342 | 53,234 | 69,029 | (4,618) | (41,001) | 292,571 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 14,832 | 3,081 | 3,302 | 6,760 | 541 | 15,627 | 44,143 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 39,556 | 17,250 | 22,211 | 19,349 | 17,436 | 11,833 | 127,635 | ||||||||||||||||||||||||||||||||||
| Deferred acquisition consideration | (4,784) | 7,729 | 2,942 | (4,879) | (10,919) | — | (9,911) | ||||||||||||||||||||||||||||||||||
| Impairment and other losses | — | — | — | 222 | 244 | — | 466 | ||||||||||||||||||||||||||||||||||
Other items, net (1) | 3,133 | 1,493 | 11,210 | 3,686 | 2,609 | 5,737 | 27,868 | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 93,848 | $ | 39,789 | $ | 13,569 | $ | 43,891 | $ | (14,529) | $ | (74,198) | $ | 102,370 | |||||||||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
Page 13
SCHEDULE 8
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Three Months Ended September 30, 2026
| GAAP | Adjustments (1) | Non-GAAP | ||||||||||||||||||
| Net income attributable to Stagwell Inc. common shareholders | $ | 18,119 | $ | 67,859 | $ | 85,978 | ||||||||||||||
Diluted - Weighted average number of shares outstanding | 250,989 | — | 250,989 | |||||||||||||||||
Diluted EPS and Adjusted Diluted EPS (1) | $ | 0.07 | $ | 0.34 | ||||||||||||||||
| Adjustments to Net income | ||||||||||||||||||||
| Amortization | $ | 42,884 | ||||||||||||||||||
| Impairment and other losses | 1,028 | |||||||||||||||||||
| Stock-based compensation | 28,920 | |||||||||||||||||||
| Deferred acquisition consideration | 7,675 | |||||||||||||||||||
Other items, net (2) | 7,409 | |||||||||||||||||||
| 87,916 | ||||||||||||||||||||
Adjustment to GAAP income tax expense (3) | (20,057) | |||||||||||||||||||
| $ | 67,859 | |||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(3) Represents the difference between the income tax expense of $10.9 million at an effective tax rate of 37.7% on a GAAP basis and the income tax expense of $30.9 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Page 14
SCHEDULE 9
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Nine Months Ended September 30, 2026
| GAAP | Adjustments (1) | Non-GAAP | ||||||||||||||||||
| Net (loss) income attributable to Stagwell Inc. common shareholders | $ | (2,970) | $ | 193,633 | $ | 190,663 | ||||||||||||||
Diluted - Weighted average number of common shares outstanding | 247,131 | — | 247,131 | |||||||||||||||||
Diluted EPS and Adjusted Diluted EPS (1) | $ | (0.01) | $ | 0.77 | ||||||||||||||||
| Adjustments to Net (loss) income | ||||||||||||||||||||
| Amortization | $ | 119,962 | ||||||||||||||||||
| Impairment and other losses | 1,219 | |||||||||||||||||||
| Stock-based compensation | 61,735 | |||||||||||||||||||
| Deferred acquisition consideration | 26,766 | |||||||||||||||||||
Other items, net (2) | 44,401 | |||||||||||||||||||
| 254,083 | ||||||||||||||||||||
Adjustment to GAAP income tax expense (3) | (60,450) | |||||||||||||||||||
| $ | 193,633 | |||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(3) Represents the difference between the income tax expense of $7.6 million at an effective tax rate of 265.3% on a GAAP basis and the income tax expense of $68.1 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Page 15
SCHEDULE 10
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Three Months Ended September 30, 2025
| GAAP | Adjustments (1) | Non-GAAP | ||||||||||||||||||
| Net income attributable to Stagwell Inc. common shareholders | $ | 24,619 | $ | 38,575 | $ | 63,194 | ||||||||||||||
Diluted - Weighted average number of common shares outstanding | 259,583 | — | 259,583 | |||||||||||||||||
Diluted EPS and Adjusted Diluted EPS (1) | $ | 0.09 | $ | 0.24 | ||||||||||||||||
| Adjustments to Net income | ||||||||||||||||||||
Amortization | $ | 38,707 | ||||||||||||||||||
| Impairment and other losses | 466 | |||||||||||||||||||
| Stock-based compensation | 12,646 | |||||||||||||||||||
| Deferred acquisition consideration | (13,348) | |||||||||||||||||||
Other items, net (2) | 13,333 | |||||||||||||||||||
| 51,804 | ||||||||||||||||||||
Adjustment to GAAP income tax expense (3) | (13,229) | |||||||||||||||||||
| 38,575 | ||||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(3) Represents the difference between the income tax expense of $9.6 million at an effective tax rate of 28.7% on a GAAP basis and the income tax expense of $22.8 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Page 16
SCHEDULE 11
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Nine Months Ended September 30, 2025
| GAAP | Adjustments (1) | Non-GAAP | ||||||||||||||||||
| Net income attributable to Stagwell Inc. common shareholders | $ | 16,441 | $ | 134,175 | $ | 150,616 | ||||||||||||||
| Net loss attributable to Class C shareholders | (6,637) | — | (6,637) | |||||||||||||||||
| Net income attributable to Stagwell Inc. and Class C shareholders and adjusted net income | $ | 9,804 | $ | 134,175 | $ | 143,979 | ||||||||||||||
Diluted - Weighted average number of common shares outstanding | 214,557 | — | 214,557 | |||||||||||||||||
| Weighted average number of shares of Class C Common Stock outstanding | 52,216 | — | 52,216 | |||||||||||||||||
Diluted - Weighted average number of shares outstanding | 266,773 | — | 266,773 | |||||||||||||||||
Diluted EPS and Adjusted Diluted EPS (1) | $ | 0.04 | $ | 0.54 | ||||||||||||||||
| Adjustments to Net income | ||||||||||||||||||||
Amortization | $ | 107,281 | ||||||||||||||||||
| Impairment and other losses | 466 | |||||||||||||||||||
| Stock-based compensation | 44,143 | |||||||||||||||||||
| Deferred acquisition consideration | (9,911) | |||||||||||||||||||
Other items, net (2) | 30,151 | |||||||||||||||||||
| 172,130 | ||||||||||||||||||||
Adjustment to GAAP income tax expense (3) | (37,955) | |||||||||||||||||||
| $ | 134,175 | |||||||||||||||||||
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(3) Represents the difference between the income tax expense of $14.0 million at an effective tax rate of 50.3% on a GAAP basis and the income tax expense of $51.9 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Page 17
SCHEDULE 12
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 132,197 | $ | 104,537 | |||||||
| Accounts receivable, net | 772,787 | 735,752 | |||||||||
| Expenditures billable to clients | 144,015 | 164,694 | |||||||||
| Other current assets | 174,932 | 157,309 | |||||||||
| Total Current Assets | 1,223,931 | 1,162,292 | |||||||||
| Fixed assets, net | 70,083 | 73,081 | |||||||||
| Right-of-use assets - operating leases | 189,243 | 213,576 | |||||||||
| Goodwill | 1,598,491 | 1,595,238 | |||||||||
| Other intangible assets, net | 795,689 | 834,248 | |||||||||
| Deferred tax assets | 280,193 | 281,057 | |||||||||
| Other assets | 53,812 | 55,055 | |||||||||
| Total Assets | $ | 4,211,442 | $ | 4,214,547 | |||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS ("RNCI"), AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | 489,376 | $ | 548,320 | |||||||
| Accrued media | 228,612 | 239,490 | |||||||||
| Accruals and other liabilities | 330,142 | 291,554 | |||||||||
| Advance billings | 365,529 | 329,815 | |||||||||
| Current portion of lease liabilities - operating leases | 55,073 | 55,386 | |||||||||
| Current portion of deferred acquisition consideration | 42,871 | 15,446 | |||||||||
| Total Current Liabilities | 1,511,603 | 1,480,011 | |||||||||
| Long-term debt | 1,414,574 | 1,326,013 | |||||||||
| Long-term portion of deferred acquisition consideration | 21,494 | 24,598 | |||||||||
| Long-term lease liabilities - operating leases | 195,482 | 224,397 | |||||||||
| Deferred tax liabilities | 53,899 | 54,726 | |||||||||
| Long-term tax receivable agreement liability | 252,390 | 252,390 | |||||||||
| Other liabilities | 30,456 | 51,077 | |||||||||
| Total Liabilities | 3,479,898 | 3,413,212 | |||||||||
| Redeemable Noncontrolling Interests | 21,247 | 24,968 | |||||||||
| Commitments, contingencies and guarantees | |||||||||||
| Shareholders' Equity | |||||||||||
| Common shares - Class A | 245 | 252 | |||||||||
| Paid-in capital | 697,402 | 744,463 | |||||||||
| Retained earnings | 31,203 | 32,930 | |||||||||
| Accumulated other comprehensive loss | (34,787) | (19,252) | |||||||||
| Stagwell Inc. Shareholders' Equity | 694,063 | 758,393 | |||||||||
| Noncontrolling interests | 16,234 | 17,974 | |||||||||
| Total Shareholders' Equity | 710,297 | 776,367 | |||||||||
Total liabilities, RNCI, and shareholders’ equity | $ | 4,211,442 | $ | 4,214,547 | |||||||
Page 18
SCHEDULE 13
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED SUMMARY CASH FLOW DATA
(amounts in thousands)
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net (loss) income | $ | (4,252) | $ | 13,804 | |||||||||||||
Adjustments to reconcile net loss to cash provided by operating activities: | |||||||||||||||||
| Stock-based compensation | 61,735 | 44,143 | |||||||||||||||
| Depreciation and amortization | 136,395 | 127,635 | |||||||||||||||
Amortization of right-of-use lease assets and lease liability interest | 47,471 | 51,208 | |||||||||||||||
| Impairment and other (gains) losses | (2,226) | (3,063) | |||||||||||||||
| Deferred income taxes | 476 | 3,216 | |||||||||||||||
| Adjustment to deferred acquisition consideration | 26,766 | (9,911) | |||||||||||||||
| Other, net | 2,280 | 1,319 | |||||||||||||||
| Changes in working capital: | |||||||||||||||||
| Accounts receivable | (51,575) | (3,477) | |||||||||||||||
| Expenditures billable to clients | 20,723 | 26,266 | |||||||||||||||
| Other current assets | (22,408) | (53,377) | |||||||||||||||
| Accounts payable | (50,059) | (57,306) | |||||||||||||||
| Accrued expenses and other liabilities | 5,297 | (117,118) | |||||||||||||||
| Advance billings | 35,360 | 67,964 | |||||||||||||||
| Current portion of lease liabilities - operating leases | (52,254) | (59,414) | |||||||||||||||
| Deferred acquisition related payments | (1,450) | (1,176) | |||||||||||||||
Net cash provided by operating activities | 152,279 | 30,713 | |||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Capitalized software | (75,855) | (45,315) | |||||||||||||||
| Capital expenditures | (27,405) | (26,338) | |||||||||||||||
| Acquisitions, net of cash acquired | (6,347) | (6,179) | |||||||||||||||
| Other | (4,303) | (2,927) | |||||||||||||||
Net cash used in investing activities | (113,910) | (80,759) | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Repayment of borrowings under revolving credit facility | (1,533,426) | (1,412,000) | |||||||||||||||
| Proceeds from borrowings under revolving credit facility | 1,619,780 | 1,586,326 | |||||||||||||||
| Shares repurchased and cancelled | (90,716) | (105,183) | |||||||||||||||
| Distributions to noncontrolling interests and RNCI | (3,903) | (5,018) | |||||||||||||||
| Payment of deferred consideration | (337) | (16,103) | |||||||||||||||
| Purchase of noncontrolling interest | (450) | — | |||||||||||||||
| Tax Receivables Agreement payment | (2,554) | — | |||||||||||||||
| Debt financing and other costs | — | (3,795) | |||||||||||||||
Net cash (used in) provided by financing activities | (11,606) | 44,227 | |||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 897 | 6,718 | |||||||||||||||
| Net increase in cash and cash equivalents | 27,660 | 899 | |||||||||||||||
| Cash and cash equivalents at beginning of period | 104,537 | 131,339 | |||||||||||||||
| Cash and cash equivalents at end of period | $ | 132,197 | $ | 132,238 | |||||||||||||
Page 19
EARNINGS PRESENTATION Third Quarter 2026 OCTOBER 29 | 2026
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance, growth, and future prospects, the Company’s strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated and actual operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “ability,” “aim,” “anticipate,” “assume,” “believe,” “better,” “build,” “consider,” “continue,” “could,” “develop,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “forecast,” “future,” “grow,” “guidance,” “illustrative,” “improve,” “intend,” “likely,” “maintain,” “may,” “ongoing,” “outlook,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “scenario,” “seek,” “should,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward- looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following: • risks associated with international, national and regional unfavorable economic conditions, including the effect of changing tariffs and other trade policies, inflation and other macroeconomic factors that could affect the Company or its clients; • demand for the Company’s services, which may precipitate or exacerbate other risks and uncertainties; • inflation and actions taken by central banks to counter inflation; • the Company’s ability to attract new clients and retain existing clients; • the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements; • financial failure of the Company’s clients; • the Company’s ability to retain and attract key employees; • the Company’s ability to compete in the markets in which it operates; • the Company’s ability to achieve its cost saving initiatives; • the Company’s implementation of strategic initiatives; • the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests, deferred acquisition consideration and profit interests; • the Company’s ability to manage its growth effectively; • the Company’s ability to identify and complete acquisitions or other strategic transactions that complement and expand the Company’s business capabilities and successfully integrate newly acquired businesses into the Company’s operations, retain key employees, and realize cost savings, synergies and other related anticipated benefits within the expected time period; • the Company’s ability to identify and complete divestitures and to achieve the anticipated benefits therefrom; • the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products; • the Company’s use of artificial intelligence, including generative artificial intelligence; • adverse tax consequences for the Company, its operations and its stockholders, that may differ from the expectations of the Company, including that recent or future changes in tax laws, potential changes to corporate tax rates in the United States and disagreements with tax authorities on the Company’s determinations that may result in increased tax costs; • adverse tax consequences in connection with the business combination that formed the Company in August 2021, including the incurrence of material Canadian federal income tax (including material “emigration tax”); • the Company’s ability to maintain an effective system of internal control over financial reporting, including the risk that the Company’s internal controls will fail to detect misstatements in its financial statements; • the Company’s ability to accurately forecast its future financial performance and provide accurate guidance; • the Company’s ability to protect client data from security incidents or cyberattacks; • economic disruptions resulting from war and other economic and geopolitical tensions (such as the ongoing military conflicts in Iran and the Middle East, and between Russia and Ukraine), terrorist activities, natural disasters, public health events, and tariff and trade policies; • stock price volatility; and foreign currency fluctuations. Investors should carefully consider these risk factors, other risk factors described herein, and the additional risk factors outlined in more detail in our 2025 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2026, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings. FORWARD LOOKING STATEMENTS & OTHER INFORMATION 2
DEFINITIONS OF NON-GAAP FINANCIAL MEASURES 3 In addition to its reported results, Stagwell Inc. has included in this earnings presentation certain financial results that the Securities and Exchange Commission (SEC) defines as "non-GAAP Financial Measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following: Pro Forma Results: The Pro Forma amounts presented for each period were prepared by combining the historical standalone statements of operations for each of legacy MDC and SMG. The unaudited pro forma results are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or consolidated financial condition would have been had the combination actually occurred on the date indicated, nor do they purport to project the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. The Company has excluded a quantitative reconciliation of Adjusted Pro Forma EBITDA to net income under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. 1. Organic Net Revenue: “Organic net revenue growth (decline)” reflects the year-over-year change in the Company’s reported net revenue attributable to the Company’s management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company’s reported net revenue. The net impact of acquisitions (divestitures) reflects the year-over-year change in the Company’s reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. We calculate the impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity’s current period reported revenue as the impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present an amount equal to the entity’s current year net revenue for the same period during which we didn’t own the entity in the prior year as the impact of the acquisition in the current year. We calculate the impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity’s prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity’s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations. The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates 2. Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period. 3. Adjusted EBITDA: defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense, income tax expense or benefit, equity in income or loss of non-consolidated entities and net income or loss attributable to noncontrolling and redeemable noncontrolling interest holders to achieve Operating income (loss), 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. Adjusted EBITDA for our reportable segments is reconciled to Operating income (loss), as Net income (loss) is not relevant for reportable segment financial metric 4. Adjusted Diluted EPS: defined as Adjusted Net Income (loss) attributable to Stagwell Inc. common and Class C shareholders, divided by the diluted weighted average shares outstanding. Adjusted Net Income represents net income (loss) attributable to Stagwell Inc. common and Class C shareholders, excluding amortization, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), allocated between the two share classes based on their respective income allocation percentages using a normalized effective tax rate. The diluted weighted average shares outstanding includes the diluted weighted average common shares outstanding plus Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) as if converted to shares of Class A Common Stock if not included because they were anti-dilutive 5. Free Cash Flow: defined as consolidated net cash flow from operations less cash outflow from capital expenditures and capitalized software, excluding material nonrecurring capital purchases. Free Cash Flow Conversion is the percentage of adjusted EBITDA. 6. Financial Guidance: The Company provides guidance on a non-GAAP basis as it cannot predict certain elements which are included in reported GAAP results. Included in this earnings presentation are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures.
4 FINANCIAL Outlook Note: Guidance as of 10/29/2026. The Company has excluded a quantitative reconciliation with respect to the Company’s 2026 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" on previous slide for additional information on definitions for Total Net Revenue, Adjusted EBITDA, Adjusted Diluted Earnings Per Share, and Free Cash Flow. Please refer to our investor website at stagwellglobal.com/investors for information on Forward Looking Statements and risk factors outlined in our 2025 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 13 2026, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings. Raise ADJUSTED EBITDA$490M - $540M IN ADJUSTED EARNINGS PER SHARE$1.07 - $1.21 Reiterate TOTAL NET REVENUE GROWTH8% - 12% EBITDA CONVERSION ON FREE CASH FLOW50% - 60%
5 OUR OPERATING Segments Marketing Services Scaling Brand Reach with AI-Powered Creativity Media & Commerce Delivering Data-Driven Outcomes for Brand Performance Communications Intelligent & Highly-Targeted Communications Strategies Digital Transformation Building & Designing Digital Platforms & Technology 2 3 4 5 The Marketing Cloud SaaS & DaaS Tools for the Modern Marketer 1 32% 18% 24% 18% 8% % OF 3Q26 NET REVENUE BY SEGMENT Notes: Figures may not foot due to rounding
THIRD QUARTER Highlights 6 ACCELERATING GROWTH Organic Revenue growth of 11% YoY to $816M, Organic Net revenue growth of 7% YoY to $664M • Performance driven by organic net revenue growth of 23% in Digital Transformation; Organic two-year stack of 30% continues improving trend and demonstrates accelerating momentum • Organic net revenue growth of 108% in The Marketing Cloud driven by accelerating Software & Enterprise Tech sales • Communications saw sequential improvement in organic net revenue growth to 20% in 3Q26 ahead of upcoming US Midterm elections CONTINUING NEW BUSINESS MOMENTUM $168M of net new business, Bringing LTM NNB to $586M • Secured largest ever multi-agency win with ServiceNow • Landed first major Federal Government contract with U.S. Central Command • $59M of committed revenue for Enterprise Tech Solutions year-to-date, including Stagwell Machines, more than double initial $25 million target IMPROVING CASH & COSTS 3Q26 adjusted EPS grew 42% to $0.34 • Adjusted EBITDA grew 25% to $145M, a 22% margin, 290bps higher than 3Q25 • Cash Flow from Operations improved $125M YoY* • Labor Ratio in 3Q26 stands at 57.6%, an improvement of 400bps versus the prior year period • Actioned $78 million to date of the $80-$100M of cost savings by YE26 announced in April 2025 $664MNET REVENUE 2.7xNET LEVERAGE RATIO $145MADJ. EBITDA Note: Net Leverage Ratio defined as Net Debt divided by LTM Adjusted EBITDA. * Excludes $3.1M pension settlement contribution. GAAP net cash provided by operating activities improved $121.6M YoY to $152.3M. TRANSFORMING THE BUSINESS Expanded strategic partnership with Palantir to strengthen Stagwell enterprise solutions and co-develop future tools • Launched new global media agency Stagwell Media, introducing a differentiated media model designed for agility, performance, and growth • Streamlined AI product go-to-market strategy with Stagwell AI, a unified portfolio of agentic technology solutions including Stagwell Machines for enterprises and NEW by Stagwell AI for SMBs • Acquired Freestar, an ad operation platform serving blue-chip online publishers like Fortune and The Boston Globe, to further our investment in owned media
7 Drivers
Mark Penn CHAIRMAN & CEO 8 Note: Two-Year Stack calculated as current period growth plus prior year same period growth. Chart represents Organic Net Revenue Growth for the Digital Transformation segment. Refer to “Definitions of Non-GAAP Financial Measures” on Slide 3 of this presentation for definition of “Organic Net Revenue”. “ Stagwell is fast becoming the #1 Marketing Transformation company in the world We are increasingly the mix of software and services I envisioned when I founded Stagwell 11 years ago. Our current valuation does not reflect our high growth, high margin business mix driven by our differentiated Digital Transformation & Enterprise Technology offerings. ” -24.5% -26.1% -15.2% -2.9% -0.3% 0.2% 11.0% 14.2% 23.6% 31.9% 29.2% 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 1Q26 2Q26 3Q26 TWO-YEAR ORGANIC NET REVENUE GROWTH STACK 923% CONSECUTIVE QUARTERS OF 2-YEAR STACK IMPROVEMENT ORGANIC NET REVENUE GROWTH VERSUS 3Q25
9 EXCEEDED ENTERPRISE TECHNOLOGY Target Preliminary Target Progress $25M $12M Identified Pipeline $59M Committed Revenue $71M Identified Pipeline + Committed Revenue
10 NEW BUSINESS Momentum $168M3Q26 NET NEW BUSINESS $586MLTM $31.3M3Q26ANNUALIZED NET REVENUE NOTABLE BUSINESS WINS & EXPANSIONS AVG. PER TOP 25 CLIENT
11 NEW BUSINESS Momentum $251M $324M $472M $586M 3Q23 3Q24 3Q25 3Q26 Note: Net New Business defined as estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period . GROWTH FROM TOP 100 CUSTOMERS (VERSUS 3Q25) 29% INCREASE IN LTM NET NEW BUSINESS (VERSUS 3Q25) $114M
12 Financials
13 3Q26 & 9M26 Summary Combined Financials Note: Figures may not foot due to rounding. Nine Months Ended Sept 30Three Months Ended Sept 30 2025202620252026 $2,101,556$2,306,477$742,998$816,027Revenue 324,718426,253128,476152,010Billable Costs 1,776,8381,880,224614,522664,017Net Revenue 1,136,7421,150,185387,210385,617Staff costs 218,223239,47370,38782,758Administrative costs 129,302147,35840,93850,806Unbillable and other costs, net 292,571343,208115,987144,836Adjusted EBITDA 44,14361,73512,64628,920Stock-based compensation 127,635136,39544,26048,300Depreciation and amortization (9,911)26,766(13,348)7,675Deferred acquisition consideration 4661,2194661,028Impairment and other losses 27,86847,84611,05010,854Other items, net $102,370$69,247$60,913$48,059Operating income 16.5%18.3%18.9%21.8%Adjusted EBITDA margin (on net revenue)
14 3Q26 & 9M26 Net Revenue Note: Figures may not foot due to rounding. Nine Months Ended Sept 30, 2026Three Months Ended Sept 30, 2026 ChangeNet RevenueChangeNet Revenue $1,776,838$614,522September 30, 2025 4.8%84,6247.4%45,688Organic net revenue 0.6%10,5420.7%4,260Acquisitions (divestitures), net 0.5%8,220(0.1%)(453)Foreign currency 5.8%$103,3868.1%$49,495Total Change $1,880,224$664,017September 30, 2026
Note: Figures may not foot due to rounding. 3Q 15 YTD3Q26 Net Revenue Growth Organic Net Revenue Growth Net Revenue Growth Organic Net Revenue Growth 7.5%7.3%12.0%11.2%United States 7.2%6.3%(1.1%)(0.8%)United Kingdom (2.8%)(8.2%)(6.8%)(7.1%)Rest of World 5.8%4.8%8.1%7.4%TOTAL 80% 6% 14% % OF NET REVENUE 3Q26 & 9M26 NET REVENUE by Geography
YTD3Q26 Revenue Growth Organic Revenue Growth Revenue Growth Organic Revenue GrowthOPERATING SEGMENT 43.4%39.7%110.1%108.6%The Marketing Cloud 18.8%17.2%21.8%21.5%Digital Transformation 4.9%(0.4%)(3.4%)(3.2%)Media & Commerce 31.4%28.6%45.4%40.0%Communications (3.7%)(0.4%)(12.2%)(6.8%)Marketing Services 9.7%8.8%9.8%10.8%TOTAL 7% 15% 21% 26% 31% 3Q26 & 9M26 REVENUE GROWTH by Segment 3Q % OF TOTAL REVENUE
YTD3Q26 Net Revenue Growth Organic Net Revenue Growth Net Revenue Growth Organic Net Revenue GrowthOPERATING SEGMENT 43.2%39.5%109.6%108.4%The Marketing Cloud 17.7%16.5%23.5%23.1%Digital Transformation 1.3%0.0%(2.3%)(2.1%)Media & Commerce 16.6%12.7%28.0%20.0%Communications (2.9%)(2.2%)(9.3%)(7.5%)Marketing Services 5.8%4.8%8.1%7.4%TOTAL 8% 18% 24% 18% 32% 3Q26 & 9M26 NET REVENUE GROWTH by Segment 3Q % OF TOTAL NET REVENUE
YTD3Q26OPERATING SEGMENT N/AN/AThe Marketing Cloud 38.2%47.1%Digital Transformation 0.9%(19.5%)Media & Commerce 56.4%90.8%Communications (9.3%)(27.1%)Marketing Services 17.3%24.8%TOTAL 14% 22% 11% 28% 24% Adj. EBITDA* Growth Y/Y Note: Figures may not foot due to rounding. *Adjusted EBITDA percentages in pyramid does not adjust for corporate eliminations 3Q26 & 9M26 ADJ. EBITDA GROWTH by Segment 3Q % OF TOTAL ADJ. EBITDA
19 LIQUIDITY Note: Figures may not foot due to rounding. $ in Millions AVAILABLE LIQUIDITY (AS OF 09/30/2026) $750Commitment Under Credit Facility 324Drawn 16Letters of Credit $410Undrawn Commitments Under Facility 132Total Cash & Cash Equivalents $542TOTAL AVAILABLE LIQUIDITY
20 Note: Figures may not foot due to rounding. MAINTAINING Discipline AROUND DEFERRED ACQUISITION COSTS DAC DECREASED BY $13M FROM 3Q25 QUARTER-END BALANCE ($2M) FROM 3Q24 QUARTER-END BALANCE $70M FROM 3Q23 QUARTER-END BALANCE $134M $62M $77M $64M 3Q23 3Q24 3Q25 3Q26
21 3Q26 & YTD26 Adjusted Earnings Per Share Note: Numbers may not foot due to rounding. Nine Months Ended Sept 30, 2026 Three Months Ended Sept 30, 2026 NON-GAAPADJUSTMENTSREPORTED (GAAP)NON-GAAPADJUSTMENTSREPORTED (GAAP)$ and Shares in Thousands $ 190,663$193,633$ (2,970)$ 85,978$67,859$ 18,119Net income (loss) attributable to Stagwell Inc. common shareholders 247,131—247,131250,989—250,989Diluted - Weighted average number of common shares outstanding $ 0.77$ (0.01)$ 0.34$ 0.07Adjusted earnings per share (diluted) ADJUSTMENTS TO NET INCOME $ 119,962$ 42,884Amortization expense 1,2191,028Impairment and other losses 61,73528,920Stock-based compensation 26,7667,675Deferred acquisition consideration 44,4017,409Other items, net 254,08387,916Total add-backs (60,450)(20,057)Adjusted tax expense $193,633$67,859
22 3Q26 & YTD26 GAAP Consolidated Operating Performance Note: Numbers may not foot due to rounding. Nine Months Ended Sept 30Three Months Ended Sept 30 2025202620252026$ and Shares in Thousands $2,101,556$2,306,477$742,998$816,027Revenue 1,342,2401,488,293470,937511,698Cost of services 528,845611,323166,422206,942Office & general expenses 127,635136,39544,26048,300Depreciation and amortization 4661,2194661,028Impairment and other losses 102,37069,24760,91348,059Operating income (72,007)(69,587)(25,196)(23,993)Interest expense, net (484)(172)(366)2,244Foreign exchange, net (2,143)3,394(2,032)2,526Other, net (74,634)(66,365)(27,594)(19,223)Other income (expenses) 27,7362,88233,31928,836Income before income taxes and equity in earnings of non-consolidated affiliates 13,9507,6469,55510,882Income tax expense 13,786(4,764)23,76417,954Income (loss) before equity in earnings of non-consolidated affiliates 18512(1)442Equity in income (loss) of non-consolidated affiliates 13,804(4,252)23,76318,396Net income (loss) 2,6371,282856(277)Net (income) loss attributable to non-controlling & redeemable non-controlling interests $16,441$(2,970)$24,619$18,119Net income (loss) attributable to Stagwell Inc. common shareholders EARNINGS (LOSS) PER SHARE $0.08$(0.01)$0.10$0.07Basic $0.04$(0.01)$0.09$0.07Diluted WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 210,139247,131255,952244,666Basic 266,773247,131259,583250,989Diluted
23 CAPITAL Structure 1. A portion of the DAC will be paid with approximately 2.4m shares assuming conversion as of 10/23/26. 2. Includes redeemable non-controlling interest and obligations in connection with profit interests held by employees. 3. Non-consolidated investments 4. Share Count does not include portion of DAC to be settled in stock. Pro Forma total share count as of 10/23/2026 would be 248.0m Class A shares, 3.5m shares to settle DAC and 23.2m share-based awards, for a total of 274.7m shares outstanding. NET DEBT & DEBT-LIKE ($M, AS OF 09/30/2026) $ 324Revolving Credit Facility 1,100Bonds 16NCI 64DAC1 29RNCI2 (27)Less: Investments3 (132)Less: Cash $ 1,374TOTAL NET DEBT & DEBT-LIKE SHARE COUNT4 (THOUSANDS, AS OF 10/23/2026) 247,973Class A 23,219Share-based awards 271,192DILUTED
24 SHARE COUNT Trajectory Note: Shares Outstanding includes all Class A, B and C shares outstanding as reported in the full-year earnings presentation related to the specified year. Class B and Class C shares are no longer extant.. 298.2M 292.6M 270.1M 266.5M 252.3M 246.4M 244.4M 244.6M YE21 YE22 YE23 YE24 YE25 1Q26 2Q26 3Q26 SHARES OUTSTANDING REDUCTION IN SHARE COUNT (VERSUS 3Q25) 10M REDUCTION IN SHARE COUNT (VERSUS YEAR-END 2021) 54M AVAILABLE TO REPURCHASE SHARES UNDER CURRENT PLAN $326M
25 ILLUSTRATIVE VALUATION SCENARIO Pivot to Digital Transformation & Software Numbers may not foot due to rounding Enterprise ValueMultiple2028 Adjusted EBITDA $ 2,23712.0x$ 186Digital Transformation $ 2,04015.0x$ 136The Marketing Cloud $ 2,7417.0x$ 392All Other $ 7,0179.8x$ 714TOTAL $ (466)(Net Debt) $ 6,551EQUITY VALUE 248/ Share Count $ 26.42STOCK PRICE Key Assumptions: • 4Q26 Segment Net Revenue applies 3Q26 year-over-year organic growth rates to 4Q25 actuals • Digital Transformation segment grows at a 15% Net Revenue CAGR from ‘26-’28; Segment margin of 32%, in-line with 3Q26 • The Marketing Cloud segment grows at a 35% Net Revenue CAGR from ‘26-’28; Segment margin of 45%, broadly in-line with 3Q26 • All Other grows at a 5% Net Revenue CAGR; Segment margin of 18%, broadly in-line with 3Q26 • Free Cash Flow Conversion of 55% in ‘27 and ‘28, in-line with FY26 Guidance • Share Count reflects Class A shares outstanding as of 10/23/26 • Model does not include potential M&A • All assumptions are believed to be reasonable but are illustrative and should not be interpreted as guidance for the current or future periods
26 CONTACT US: IR@STAGWELLGLOBAL.COM