STGW · Stagwell Inc

The reporting person was awarded restricted stock units as a component of non-employee director compensation. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest in full on the first anniversary of the date of grant.

Represents the exercise of Stock Appreciation Rights ("SARs") and settlement for cash.

The SARs vested in equal installments on December 14, 2022, December 14, 2023 and December 14, 2024.

Represents the exercise of Stock Appreciation Rights ("SARs") and settlement for cash.

The SARs vested in equal installments on March 1, 2024, March 1, 2025 and March 1, 2026.

Represents the exercise of Stock Appreciation Rights ("SARs") and settlement for cash.

Represents the exercise of Stock Appreciation Rights ("SARs") and settlement for cash.

Represents the exercise of Stock Appreciation Rights ("SARs") and settlement for cash.

Represents the exercise of Stock Appreciation Rights ("SARs") and settlement for cash.

Stock Appreciation Rights (SARs) granted August 1, 2026 to the reporting person vest and are exercisable in three installments with SARs in respect of 1,000,000 underlying shares of Class A Common Stock vesting on the first anniversary of the grant date, SARs in respect of 500,000 underlying shares of Class A Common Stock vesting on the second anniversary of the grant date, and SARs in respect of 500,000 underlying shares of Class A Common Stock vesting on the third anniversary of the grant date. The SARs expire on the fifth anniversary of the grant date and are settleable only for cash.

Pursuant to the Issuer's Non-Employee Director Compensation Policy, the reporting person elected to receive payment of quarterly fees for service on the Issuer's Board of Directors in shares of fully vested Class A Common Stock in lieu of a cash payment. The number of shares was calculated based on a $20,000 fee divided by the closing price of the Class A Common stock on the trading day immediately preceding the date of payment.

Pursuant to the Issuer's Non-Employee Director Compensation Policy, the reporting person elected to receive payment of quarterly fees for service on the Issuer's Board of Directors in shares of fully vested Class A Common Stock in lieu of a cash payment. The number of shares was calculated based on a $17,500 fee divided by the closing price of the Class A Common stock on the trading day immediately preceding the date of payment.

The reporting person was awarded restricted stock units as a component of non-employee director compensation. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest in full on the first anniversary of the date of grant.

The reporting person was awarded restricted stock units as a component of non-employee director compensation. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest in full on the first anniversary of the date of grant.

The reporting person was awarded restricted stock units as a component of non-employee director compensation. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest in full on the first anniversary of the date of grant.

The reporting person was awarded restricted stock units as a component of non-employee director compensation. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest in full on the first anniversary of the date of grant.

The reporting person was awarded restricted stock units as a component of non-employee director compensation. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest in full on the first anniversary of the date of grant.

The reporting person was awarded restricted stock units as a component of non-employee director compensation. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest in full on the first anniversary of the date of grant.

The reporting person was awarded restricted stock units as a component of non-employee director compensation. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest in full on the first anniversary of the date of grant.

The purchase price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.865 to $5.895, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Reflects a repurchase of shares by Stagwell Inc. (the "Issuer") pursuant to a Share Repurchase Agreement, dated May 4, 2026.

The Reporting Person is a managing director of Goldman Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). GS Group is the direct owner of Bridge Street Opportunity Advisors, L.L.C., the general partner of each of StoneBridge 2017, L.P., which directly held 1,597,531 shares of Class A Common Stock of the Issuer reported as sold herein, and StoneBridge 2017 Offshore, L.P., which directly held 566,259 shares of Class A Common Stock of the Issuer reported as sold herein. Goldman Sachs beneficially owned directly and GS Group may be deemed to have beneficially owned indirectly 8,789 shares of Class A Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.

Security represents restricted stock units awarded to the Reporting Person on April 1, 2026. Each restricted stock unit represents the right to receive one share of Class A common stock of the Issuer upon vesting. The restricted stock units will vest on April 1, 2027, subject to the Reporting Person's continued service through such date.

Security represents restricted stock units awarded to the Reporting Person on April 1, 2026. Each restricted stock unit represents the right to receive one share of Class A common stock of the Issuer upon vesting. The restricted stock units will vest on April 1, 2027, subject to the Reporting Person's continued service through such date.

Pursuant to the Issuer's Non-Employee Director Compensation Policy, the reporting person elected to receive payment of quarterly fees for service on the Issuer's Board of Directors in shares of fully vested Class A Common Stock in lieu of a cash payment. The number of shares was calculated based on a $20,000 fee divided by the closing price of the Class A Common stock on the trading day immediately preceding the date of payment.

Security represents restricted stock units awarded to the Reporting Person on April 1, 2026. Each restricted stock unit represents the right to receive one share of Class A common stock of the Issuer upon vesting. The restricted stock units will vest on April 1, 2027, subject to the Reporting Person's continued service through such date.

Pursuant to the Issuer's Non-Employee Director Compensation Policy, the reporting person elected to receive payment of quarterly fees for service on the Issuer's Board of Directors in shares of fully vested Class A Common Stock in lieu of a cash payment. The number of shares was calculated based on a $17,500 fee divided by the closing price of the Class A Common stock on the trading day immediately preceding the date of payment.

Security represents restricted stock units awarded to the Reporting Person on April 1, 2026. Each restricted stock unit represents the right to receive one share of Class A common stock of the Issuer upon vesting. The restricted stock units will vest on April 1, 2027, subject to the Reporting Person's continued service through such date.

Security represents restricted stock units awarded to the Reporting Person on April 1, 2026. Each restricted stock unit represents the right to receive one share of Class A common stock of the Issuer upon vesting. The restricted stock units will vest on April 1, 2027, subject to the Reporting Person's continued service through such date.

Represents shares repurchased by the Issuer from the Reporting Person.

Reflects a 1% discount to the closing price of the Class A Common Stock on the transaction date.

Represents shares repurchased by the Issuer from the Reporting Person in connection with the Reporting Person's tax obligations resulting from the April 4, 2025 exchange by Stagwell Media LP of shares of Class C Common Stock of the Issuer, together with the corresponding interest in a subsidiary of the Issuer, for shares of Class A Common Stock (the "Exchange"). The shares repurchased are a portion of the shares distributed to the Reporting Person as a result of the Exchange.

Reflects a 1% discount to the closing price of the Class A Common Stock on the transaction date.

Represents shares repurchased by the Issuer from the Reporting Person in connection with the Reporting Person's tax obligations resulting from the April 4, 2025 exchange by Stagwell Media LP of shares of Class C Common Stock of the Issuer, together with the corresponding interest in a subsidiary of the Issuer, for shares of Class A Common Stock (the "Exchange"). The shares repurchased are a portion of the shares distributed to the Reporting Person as a result of the Exchange.

Reflects a 1% discount to the closing price of the Class A Common Stock on the transaction date.

Represents shares repurchased by the Issuer from the Reporting Person in connection with the Reporting Person's tax obligations resulting from the April 4, 2025 exchange by Stagwell Media LP of shares of Class C Common Stock of the Issuer, together with the corresponding interest in a subsidiary of the Issuer, for shares of Class A Common Stock (the "Exchange"). The shares repurchased are a portion of the shares distributed to the Reporting Person as a result of the Exchange.

Reflects a 1% discount to the closing price of the Class A Common Stock on the transaction date.

Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock units.

Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock units.

Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock units.

Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock units.

Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock units.

Represents shares of restricted stock forfeited to the issuer in connection with the partial vesting of a three-year financial performance-based restricted stock award.

Represents shares of restricted stock forfeited to the issuer in connection with the partial vesting of a three-year financial performance-based restricted stock award.

Represents shares of restricted stock forfeited to the issuer in connection with the partial vesting of a three-year financial performance-based restricted stock award.

Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock.

Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock.

Represents shares of restricted stock forfeited to the issuer in connection with the partial vesting of a three-year financial performance-based restricted stock award.

Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock.

Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock.

Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock.

Represents shares of restricted stock forfeited to the issuer in connection with the partial vesting of a three-year financial performance-based restricted stock award.

Pursuant to the Issuer's Non-Employee Director Compensation Policy, the reporting person elected to receive payment of quarterly fees for service on the Issuer's Board of Directors in shares of fully vested Class A Common Stock in lieu of a cash payment. The number of shares was calculated based on a $20,000 fee divided by the closing price of the Class A Common stock on the trading day immediately preceding the date of payment.

Pursuant to the Issuer's Non-Employee Director Compensation Policy, the reporting person elected to receive payment of quarterly fees for service on the Issuer's Board of Directors in shares of fully vested Class A Common Stock in lieu of a cash payment. The number of shares was calculated based on a $17,500 fee divided by the closing price of the Class A Common stock on the trading day immediately preceding the date of payment.

This transaction represents a donation of shares of the Issuer's Class A Common Stock to a charity.

The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). GS Group is the direct owner of Broad Street Principal Investments, L.L.C., which directly held the 5,341,715 shares of Class A Common Stock of the Issuer reported as donated herein, and Bridge Street Opportunity Advisors, L.L.C. is the general partner of each of StoneBridge 2017, L.P., which directly holds 1,597,531 shares of Class A Common Stock of the Issuer, and StoneBridge 2017 Offshore, L.P., which directly holds 566,259 shares of Class A Common Stock of the Issuer. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 129,448 shares of Class A Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.