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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) — March 10, 2026
 
Stagwell Inc.  
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 001-13718 86-1390679
(Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
 
One World Trade Center, Floor 65, New York, NY 10007
(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
Class A Common Stock, $0.001 par value
STGW NASDAQ

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 March 10, 2026, Stagwell Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2025. 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 March 10, 2026, the Company will host a conference call in which its financial results for the three and twelve months ended December 31, 2025 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.
99.1 Press release dated March 10, 2026, relating to the Company’s results for the three and twelve months ended December 31, 2025.

99.2 Investor presentation dated March 10, 2026.

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: March 10, 2026 Stagwell Inc.
By: /s/ Ryan J. Greene
Ryan J. Greene
Chief Financial Officer
 


        
EX-99.1 2 stgw20251231pr.htm EX-99.1 Document
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FOR IMMEDIATE ISSUE


STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025

FY25 EPS of $0.08; FY25 Adjusted EPS growth of 5% to $0.83
YoY Increase in Cash Flow from Operations of $148 million; Free Cash Flow more than doubled to $187 million
FY25 YoY Revenue Growth of 2%; FY25 YoY Net Revenue Growth of 6%
FY25 YoY Net Revenue Growth excluding Advocacy of 9%, Digital Transformation Net Revenue Growth of 13%, Marketing Services Net Revenue Growth of 6%
The Marketing Cloud delivered YoY Net Revenue Growth of 230%
FY25 Net Income Attributable to Stagwell Inc. Common Shareholders of $29 million; FY25 Adjusted EBITDA of $422 million; FY25 Adjusted EBITDA ex. Advocacy YoY Growth of 16% to $377 million
Net New Business of $106 million in Q4; LTM Net New Business of $476 million
Company Announces $350 Million Increase in Stock Repurchase Program; $400 Million Now Available Under the Program
Guidance for 2026 of Total Net Revenue Growth of 8% to 12%; Adjusted EBITDA of $475 million to $525 million; Free Cash Flow Conversion of 50% to 60%


New York, NY, March 10, 2026 (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the year ended December 31, 2025.

FOURTH QUARTER AND FULL YEAR RESULTS:

•Q4 Revenue of $807 million, an increase of 2% versus the prior year period; FY25 Revenue of $2,909 million, an increase of 2% versus the prior year period;
•Q4 Revenue ex. Advocacy of $742 million, an increase of 12% versus the prior year period; FY25 Revenue ex. Advocacy of $2,689 million, an increase of 9% versus the prior year period;
•Q4 Net Revenue of $651 million, an increase of 3% versus the prior year period; FY25 Net Revenue of $2,428 million, an increase of 6% versus the prior year period;
•Q4 Net Revenue ex. Advocacy of $609 million, an increase of 8% versus the prior year period; FY25 Net Revenue ex. Advocacy of $2,282 million, an increase of 9% versus the prior year period;
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•Q4 Net Income attributable to Stagwell Inc. Common Shareholders of $13 million versus $3 million in the prior year period; FY25 Net Income attributable to Stagwell Inc. Common Shareholders of $29 million versus $2 million in the prior year period;
•Q4 Adjusted EBITDA of $129 million, an increase of 3% versus the prior year period; FY25 Adjusted EBITDA of $422 million, an increase of 1% versus the prior year period;
•Q4 Adjusted EBITDA Margin of 20% on net revenue; FY25 Adjusted EBITDA Margin of 17% on net revenue;
•Q4 Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $0.05 versus $0.03 in the prior year period; FY25 Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $0.08 versus $0.02 in the prior year period;
•Q4 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.30 versus $0.25 in the prior year period; FY25 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.83 versus $0.79 in the prior year period;
•YTD Net Cash provided by Operating Activities of $291 million versus $143 million in the prior year period;
•Net new business of $106 million in the fourth quarter, last twelve-month net new business of $476 million
See “Non-GAAP Financial Measures” below for explanations and reconciliations of the Company’s non-GAAP financial measures.


“In 2025, Stagwell increased its strategic pivot toward AI applications and services, building a powerful foundation for 2026. With accelerating growth ex-advocacy, record net new business, expanding margins and doubled free cash flow, our FY25 results prove our strategy is working,” shared Mark Penn, Stagwell’s Chairman and CEO. “We see great opportunity in 2026 to capitalize on an industry distracted by restructurings and mergers, and bolster our position as a winner in the age of AI.”

Ryan Greene, Chief Financial Officer, commented: “2025 marked an inflection year for Stagwell, with clear momentum in the underlying business and improving efficiency contributing to strong year-over-year net revenue, adjusted EBITDA and adjusted EPS growth. Proactive cash management meant we more than doubled our free cash flow in 2025. We expect another strong year in 2026, and will be aggressive in our capital allocation to drive shareholder value.”


Financial Outlook
2026 financial guidance is as follows:
•Total Net Revenue growth of 8% to 12%
•Adjusted EBITDA of $475 million to $525 million
•Free Cash Flow Conversion of 50% to 60%
•Adjusted EPS of $0.98 - $1.12
•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.

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Stock Repurchase Program
On March 4, 2026, the Board of Directors 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, par value $0.001 per share (“Class A Common Stock”), with any previous purchases under the Repurchase Program continuing to count against that limit. With the increase, we have a total of approximately $400.0 million available for repurchases. The Repurchase Program will expire on March 4, 2029.
Video Webcast
Management will host a video webcast on Tuesday, March 10, 2026, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the year ended December 31, 2025. The video webcast will be accessible at https://edge.media-server.com/mmc/p/3x58p928/. 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 challenger network built to transform marketing. 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 45+ countries are unified under a single purpose: to drive effectiveness and improve business results for their clients. Join us at www.stagwellglobal.com.

Contacts
For Investors:
Ben Allanson
IR@stagwellglobal.com

For Press:
Beth Sidhu
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” and “Organic net revenue 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 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.
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We calculate 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 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, 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 a relevant reportable segment financial metric.
(4) Adjusted Diluted EPS” is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income (loss) attributable to Class C shareholders, excluding the impact of amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), based on total consolidated amounts, then allocated to Stagwell Inc. common shareholders and Class C shareholders, based on their respective income allocation percentage using a normalized effective income tax rate divided by (ii) the diluted weighted average shares outstanding. The diluted weighted average shares outstanding is calculated as (a) the diluted weighted average number of common shares outstanding plus (b) the shares of 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 Net cash provided from operations less normalized capital expenditures and capitalized software. 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,” “develop,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “forecast,” “future,” “grow,” “guidance,” “improve,” “intend,” “likely,” “maintain,” “may,” “ongoing,”, “outlook,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “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 tariff 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;
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•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 risks factors, the additional risk factors outlined under the caption “Risk Factors” in this Form 10-K, and in the Company’s other filings with the Securities and Exchange Commission (the“SEC”) which are accessible on the SEC’s website at www.sec.gov.
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SCHEDULE 1
STAGWELL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
Three Months Ended December 31, Year Ended December 31,
2025 2024 2025 2024
Revenue $ 807,444  $ 788,708  $ 2,909,000  $ 2,841,216 
Operating Expenses
Cost of services 503,718  502,522  1,845,958  1,842,978 
Office and general expenses 203,481  203,887  732,326  711,803 
Depreciation and amortization 43,614  38,771  171,249  151,652 
Impairment and other losses —  —  466  1,715 
750,813  745,180  2,749,999  2,708,148 
Operating Income 56,631  43,528  159,001  133,068 
Other income (expenses):
Interest expense, net (24,431) (24,038) (96,438) (92,317)
Foreign exchange, net (1,156) 645  (1,640) (1,656)
Gain (loss) on sale of business
(2,245) —  (2,245) — 
Bargain purchase gain
9,937  —  9,937  — 
Other, net
2,314  (547) 171  (1,372)
(15,581) (23,940) (90,215) (95,345)
Income before income taxes and equity in earnings of non-consolidated affiliates
41,050  19,588  68,786  37,723 
Income tax expense 24,321  3,741  38,271  13,182 
Income before equity in earnings of non-consolidated affiliates 16,729  15,847  30,515  24,541 
Equity in income of non-consolidated affiliates 93  —  111  503 
Net income 16,822  15,847  30,626  25,044 
Net income attributable to noncontrolling and redeemable noncontrolling interests
(4,162) (12,612) (1,525) (22,785)
Net income attributable to Stagwell Inc. common shareholders
$ 12,660  $ 3,235  $ 29,101  $ 2,259 
Earnings Per Common Share:
   Basic $ 0.05  $ 0.03  $ 0.13  $ 0.02 
   Diluted $ 0.05  $ 0.03  $ 0.08  $ 0.02 
Weighted Average Number of Common Shares Outstanding:
   Basic 251,650  109,266  220,608  110,890 
   Diluted 258,997  115,147  264,523  115,752 






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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 December 31, 2024 Foreign Currency Net Acquisitions (Divestitures)
Organic (1)
Total Change Three Months Ended December 31, 2025 Organic Total
Marketing Services $ 240,262  $ 2,017  $ 1,315  $ 1,215  $ 4,547  $ 244,809  0.5  % 1.9  %
Digital Transformation 84,570  (130) 5,419  2,335  7,624  92,194  2.8  % 9.0  %
Media & Commerce 161,720  1,745 3,154  11,546  16,445  178,165  7.1  % 10.2  %
Communications 131,736  385  —  (23,796) (23,411) 108,325  (18.1) % (17.8) %
The Marketing Cloud 13,122  485  8,706  5,404  14,595  27,717  41.2  % 111.2  %
Corporate, eliminations and other (1,787) —  —  1,410  1,410  (377) (78.9) % (78.9) %
$ 629,623  $ 4,502  $ 18,594  $ (1,886) $ 21,210  $ 650,833  (0.3) % 3.4  %

(1) See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
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SCHEDULE 3
STAGWELL INC.
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)


Net Revenue - Components of Change Change
Year Ended December 31, 2024 Foreign Currency Net Acquisitions (Divestitures)
Organic (1)
Total Change Year Ended December 31, 2025 Organic Total
Marketing Services $ 905,117  $ 3,491  $ 9,788  $ 41,280  $ 54,559  $ 959,676  4.6  % 6.0  %
Digital Transformation 324,183  (405) 13,615  29,779  42,989  367,172  9.2  % 13.3  %
Media & Commerce 601,503  3,396 5,829  (708) 8,517  610,020  (0.1) % 1.4  %
Communications 435,626  547  29,002  (71,744) (42,195) 393,431  (16.5) % (9.7) %
The Marketing Cloud 32,265  941  62,229  11,051  74,221  106,486  34.3  % 230.0  %
Corporate, eliminations and other (2,032) —  —  (7,082) (7,082) (9,114) NM NM
$ 2,296,662  $ 7,970  $ 120,463  $ 2,576  $ 131,009  $ 2,427,671  0.1  % 5.7  %


(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 December 31, 2025
Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Corporate, Elimination and Other Total
Net revenue $ 244,809  $ 92,194  $ 178,165  $ 108,325  $ 27,717  $ (377) $ 650,833 
Billable costs 50,555  9,117  32,862  64,037  35  156,611 
Revenue 295,364  101,311  211,027  172,362  27,752  (372) 807,444 
Billable costs 50,555  9,117  32,862  64,037  35  156,611 
Staff costs 144,258  63,081  93,713  57,083  14,964  17,055  390,154 
Administrative costs 20,304  7,668  25,988  13,799  4,243  12,238  84,240 
Unbillable and other costs, net 18,103  154  21,000  2,390  5,511  (1) 47,157 
Adjusted EBITDA (1)
62,144  21,291  37,464  35,053  2,999  (29,669) 129,282 
Stock-based compensation 4,647  1,041  1,127  (435) 87  3,486  9,953 
Depreciation and amortization 12,154  5,924  8,637  6,362  6,078  4,459  43,614 
Deferred acquisition consideration —  4,542  68  (2,143) (23) —  2,444 
Impairment and other losses —  —  —  —  —  —  — 
Other items, net (1)
5,996  366  7,437  1,362  1,042  437  16,640 
Operating income (loss) $ 39,347  $ 9,418  $ 20,195  $ 29,907  $ (4,185) $ (38,051) $ 56,631 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.







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SCHEDULE 5
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Year Ended December 31, 2025
Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Corporate, Elimination and Other Total
Net revenue $ 959,676  $ 367,172  $ 610,020  $ 393,431  $ 106,486  $ (9,114) $ 2,427,671 
Billable costs 175,145  26,327  80,655  199,146  51  481,329 
Revenue 1,134,821  393,499  690,675  592,577  106,537  (9,109) 2,909,000 
Billable costs 175,145  26,327  80,655  199,146  51  481,329 
Staff costs 565,484  247,967  363,031  229,356  68,647  52,411  1,526,896 
Administrative costs 105,801  27,267  93,003  50,841  17,613  7,938  302,463 
Unbillable and other costs, net 78,333  1,305  64,833  9,300  22,689  (1) 176,459 
Adjusted EBITDA (1)
210,058  90,633  89,153  103,934  (2,463) (69,462) 421,853 
Stock-based compensation 19,716  4,122  4,191  6,325  628  19,113  54,095 
Depreciation and amortization 52,295  23,174  30,263  25,711  23,514  16,292  171,249 
Deferred acquisition consideration (4,784) 12,271  3,010  (7,022) (10,942) —  (7,467)
Impairment and other losses —  —  —  222  244  —  466 
Other items, net (1)
10,228  1,859  17,549  5,048  3,651  6,174  44,509 
Operating income (loss) $ 132,603  $ 49,207  $ 34,140  $ 73,650  $ (19,558) $ (111,041) $ 159,001 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.






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SCHEDULE 6
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Three Months Ended December 31, 2024
Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Corporate, Elimination and Other Total
Net revenue $ 240,262  $ 84,570  $ 161,720  $ 131,736  $ 13,122  $ (1,787) $ 629,623 
Billable costs 48,294  2,110  11,719  97,372  —  (410) 159,085 
Revenue 288,556  86,680  173,439  229,108  13,122  (2,197) 788,708 
Billable costs 48,294  2,110  11,719  97,372  —  (410) 159,085 
Staff costs 146,876  60,557  91,108  69,381  10,614  11,685  390,221 
Administrative costs 25,300  6,102  22,190  13,646  2,725  3,312  73,275 
Unbillable and other costs, net 15,458  605  18,944  2,882  2,860  —  40,749 
Adjusted EBITDA (1)
52,628  17,306  29,478  45,827  (3,077) (16,784) 125,378 
Stock-based compensation 2,093  (1,480) 1,866  2,254  157  8,345  13,235 
Depreciation and amortization 12,680  5,585  7,301  6,556  3,193  3,456  38,771 
Deferred acquisition consideration 3,379  4,221  (1,292) 9,673  (936) —  15,045 
Other items, net (1)
8,823  201  1,863  1,403  88  2,421  14,799 
Operating income (loss) $ 25,653  $ 8,779  $ 19,740  $ 25,941  $ (5,579) $ (31,006) $ 43,528 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items.






Page 12


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SCHEDULE 7
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)

For the Year Ended December 31, 2024
Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Corporate, Elimination and Other Total
Net revenue $ 905,117  $ 324,183  $ 601,503  $ 435,626  $ 32,265  $ (2,032) $ 2,296,662 
Billable costs 172,490  11,473  93,899  267,439  —  (747) 544,554 
Revenue 1,077,607  335,656  695,402  703,065  32,265  (2,779) 2,841,216 
Billable costs 172,490  11,473  93,899  267,439  —  (747) 544,554 
Staff costs 557,776  227,522  356,684  232,096  28,686  46,942  1,449,706 
Administrative costs 101,145  21,809  83,572  47,335  9,777  11,408  275,046 
Unbillable and other costs, net 70,924  1,393  65,188  10,840  6,117  —  154,462 
Adjusted EBITDA (1)
175,272  73,459  96,059  145,355  (12,315) (60,382) 417,448 
Stock-based compensation 17,095  6,622  6,265  7,721  805  13,653  52,161 
Depreciation and amortization 53,106  22,398  31,450  20,100  12,502  12,096  151,652 
Deferred acquisition consideration 5,379  7,911  (7,745) 18,770  (1,320) —  22,995 
Impairment and other losses 1,500  —  —  —  —  215  1,715 
Other items, net (1)
20,251  3,090  17,103  4,860  629  9,924  55,857 
Operating income (loss) $ 77,941  $ 33,438  $ 48,986  $ 93,904  $ (24,931) $ (96,270) $ 133,068 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.






Page 13


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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 December 31, 2025
GAAP Adjustments Non-GAAP
Net income attributable to Stagwell Inc. common shareholders and adjusted net income $ 12,660  $ 64,037  $ 76,697 
Diluted - Weighted average number of shares outstanding
258,997  —  258,997 
Diluted EPS and Adjusted Diluted EPS (1)
$ 0.05  $ 0.30 
Adjustments to Net income
Amortization $ 38,333 
Stock-based compensation 9,953 
Deferred acquisition consideration 2,444 
Other items, net 16,639 
67,369 
Adjusted tax expense (3,332)
$ 64,037 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.

Page 14


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SCHEDULE 9
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)

For the Year Ended December 31, 2025
GAAP Adjustments Non-GAAP
Net income attributable to Stagwell Inc. common shareholders $ 29,101  $ 198,129  $ 227,230 
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 $ 22,464  $ 198,129  $ 220,593 
Diluted - Weighted average number of common shares outstanding
225,468  —  225,468 
Weighted average number of shares of Class C Common Stock outstanding 39,055  —  39,055 
Diluted - Weighted average number of shares outstanding
264,523  —  264,523 
Diluted EPS and Adjusted Diluted EPS (1)
$ 0.08  $ 0.83 
Adjustments to Net Income
Amortization $ 145,506 
Impairment and other losses 466 
Stock-based compensation 54,095 
Deferred acquisition consideration (7,467)
Other items, net 46,792 
239,392 
Adjusted tax expense (41,263)
$ 198,129 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.



Page 15


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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 December 31, 2024

GAAP Adjustments Non-GAAP
Net income attributable to Stagwell Inc. common shareholders $ 3,235  $ 22,778  $ 26,013 
Net income attributable to Class C shareholders —  41,549  41,549 
Net income attributable to Stagwell Inc. and Class C and adjusted net income $ 3,235  $ 64,327  $ 67,562 
Diluted - Weighted average number of common shares outstanding
115,147  —  115,147 
Weighted average number of shares of Class C Common Stock outstanding —  151,649  151,649 
Diluted - Weighted average number of shares outstanding
115,147  151,649  266,796 
Diluted EPS and Adjusted Diluted EPS (1)
$ 0.03  $ 0.25 
Adjustments to Net income
Amortization
$ 30,572 
Stock-based compensation 13,235 
Deferred acquisition consideration 15,045 
Other items, net 14,799 
73,651 
Adjusted tax expense
(20,618)
53,033 
Net income attributable to Class C shareholders 11,294 
$ 64,327 
Allocation of adjustments to Net income
Net income attributable to Stagwell Inc. common shareholders $ 22,778 
Net income attributable to Class C shareholders - add-backs 30,255 
Net income attributable to Class C shareholders 11,294 
41,549 
$ 64,327 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
Page 16


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SCHEDULE 11
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)

For the Year Ended December 31, 2024
GAAP Adjustments Non-GAAP
Net income attributable to Stagwell Inc. common shareholders
$ 2,259  $ 82,506  $ 84,765 
Net income attributable to Class C shareholders —  126,735  126,735 
Net income attributable to Stagwell Inc. and Class C shareholders and adjusted net income
$ 2,259  $ 209,241  $ 211,500 
Diluted - Weighted average number of common shares outstanding
115,752  —  115,752 
Weighted average number of shares of Class C Common Stock outstanding —  151,649  151,649 
Diluted - Weighted average number of shares outstanding
115,752  151,649  267,401 
Diluted EPS and Adjusted Diluted EPS (1)
$ 0.02  $ 0.79 
Adjustments to Net income
Amortization
$ 122,442 
Impairment and other losses 1,715 
Stock-based compensation 52,161 
Deferred acquisition consideration 22,995 
Other items, net 55,857 
255,170 
Adjusted tax expense (63,073)
192,097 
Net income attributable to Class C shareholders 17,144 
$ 209,241 
Allocation of adjustments to Net income
Net income attributable to Stagwell Inc. common shareholders $ 82,506 
Net income attributable to Class C shareholders - add-backs 109,591 
Net income attributable to Class C shareholders 17,144 
126,735 
$ 209,241 

(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
Page 17


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SCHEDULE 12
STAGWELL INC.
UNAUDITED 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 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
Shareholders' Equity
Common shares - Class A 252  115 
Common shares - Class C — 
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, Redeemable Noncontrolling Interests and Shareholders’ Equity
$ 4,214,547  $ 3,908,221 
Page 18


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SCHEDULE 13
STAGWELL INC.
UNAUDITED SUMMARY CASH FLOW DATA
(amounts in thousands)
  Years Ended December 31,
2025 2024
Cash flows from operating activities:
Net income $ 30,626  $ 25,044 
Adjustments to reconcile net income to cash provided by operating activities:
Stock-based compensation 54,095  52,161 
Depreciation and amortization 171,249  151,652 
Amortization of right-of-use lease assets and lease liability interest
67,495  75,117 
Impairment and other (gains) losses (3,116) 1,715 
Deferred income taxes 10,439  (10,686)
Adjustment to deferred acquisition consideration (7,467) 23,005 
Loss (gain) on sale of business 2,245  — 
Bargain purchase gain (9,937) — 
Other, net 7,519  7,622 
Changes in working capital:
Accounts receivable 28,787  8,465 
Expenditures billable to clients 12,012  (54,350)
Other current assets (51,534) (6,200)
Accounts payable 73,573  24,438 
Accrued expenses and other liabilities (42,244) (28,658)
Advance billings 25,574  (22,651)
Current portion of lease liabilities - operating leases (76,465) (83,905)
Deferred acquisition related payments (1,823) (19,910)
Net cash provided by operating activities
291,028  142,859 
Cash flows from investing activities:
Capitalized software (67,489) (35,094)
Capital expenditures (43,741) (18,912)
Acquisitions, net of cash acquired (6,179) (103,254)
Proceeds from sale of business, net 10,850  — 
Other (7,119) (5,212)
Net cash used in investing activities
(113,678) (162,472)
Cash flows from financing activities:
Repayment of borrowings under revolving credit facility (2,026,000) (1,755,000)
Proceeds from borrowings under revolving credit facility 1,999,326  1,960,000 
Shares repurchased and cancelled (134,261) (108,249)
Distributions to noncontrolling interests (9,662) (26,723)
Payment of deferred consideration (33,343) (29,774)
Purchase of noncontrolling interest —  (3,316)
Debt financing and other costs (6,077) — 
Net cash (used in) provided by financing activities
(210,017) 36,938 
Effect of exchange rate changes on cash and cash equivalents 5,865  (5,723)
Net increase (decrease) in cash and cash equivalents (26,802) 11,602 
Cash and cash equivalents at beginning of period 131,339  119,737 
Cash and cash equivalents at end of period $ 104,537  $ 131,339 
Page 19

EX-99.2 3 a4q25earningspresentatio.htm EX-99.2 a4q25earningspresentatio
Fourth Quarter and Full Year 2025 EARNINGS PRESENTATION MARCH 10 | 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 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 “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “create,” “develop,” “estimate,” “expect,” “focus,” “forecast,” “foresee,” “future,” “goal,” “guidance,” “in development,” “intend,” “likely,” “look,” “maintain,” “may,” “ongoing,” “outlook,” “plan,” “possible,” “potential,” “predict,” “probable,” “project,” “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 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 and deferred acquisition consideration; • the Company’s ability to manage its growth effectively; • the Company’s ability to identify, complete and integrate acquisitions that complement and expand the Company’s business capabilities and realize cost savings, synergies or other anticipated benefits of newly acquired businesses, or that even if realized, such benefits may take longer to realize than expected; • 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 Transactions, including the incurrence of material Canadian federal income tax (including material “emigration tax”); • the Company’s ability to establish and 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 and in the Middle East), 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 2024 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2025, 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” and “Organic net revenue 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 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 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 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, 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 a relevant reportable segment financial metric. 4) Adjusted Diluted EPS” is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income (loss) attributable to Class C shareholders, excluding the impact of amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), based on total consolidated amounts, then allocated to Stagwell Inc. common shareholders and Class C shareholders, based on their respective income allocation percentage using a normalized effective income tax rate divided by (ii) the diluted weighted average shares outstanding. The diluted weighted average shares outstanding is calculated as (a) the diluted weighted average number of common shares outstanding plus (b) the shares of 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 Net cash provided from operations less normalized capital expenditures and capitalized software. 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 Full-Year 2026 Outlook 8% - 12% Total Net Revenue Growth $475M - $525M Adjusted EBITDA 50% - 60% EBITDA Conversion on Free Cash Flow $0.98 - $1.12 In Adjusted Earnings Per Share Note: Guidance as of 03/10/2026. 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" below for additional information on definitions for Organic Net Revenue, Organic Net Revenue ex. Advocacy, Adjusted EBITDA, Adjusted 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 2024 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 5 2025, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings.


 
F O U R T H Q U A R T E R H I G H L I G H T S NET REVENUE: $651M | NET LEVERAGE RATIO: 2.92x | ADJ. EBITDA: $129M Investing IN THE BUSINESS Accelerating GROWTH Improving CASH & COSTS Continuing NEW BUSINESS MOMENTUM Debuted The Machine, marketing's first agentic operating system connecting proprietary data and tools to clients' existing tech stacks Released NewVoices.ai, an independent AI agent for sales conversions and global customer assistance 24/7 Launched Stagwell Search+ in partnership with Emberos, an industry-first agentic tool helping brands navigate AI Search Announced partnership with AppLovin to bring advanced AI-powered mobileadvertising platform Axon into Stagwell’smedia offering Repurchased 5.5M shares in 4Q25 bringing YTD repurchases to 23.1M $106M of net new business in 4Q25, bringing LTM to a record-breaking $476M Secured multiple high profile new customer wins and expansions with leading companies including Target, Microsoft, GrubHub, and Venmo Top 25 customers grew 14% YoY in 4Q25, now average more than $28M in annualized net revenue Net Revenue of $651M represents highest-ever quarter Organic Net Revenue growth ex. Advocacy of 4%, represents 80 basis point sequential improvement, and highest growth rate of FY25 Performance driven by growth of 9% in Digital Transformation, 10% in Media & Commerce, and 111% in The Marketing Cloud Communications ex. Advocacy inflected positive in 4Q25 YTD Free Cash Flow more than doubled to $187M, a nearly 45% conversion from adjusted EBITDA Ex. Advocacy adjusted EBITDA grew 20% to $114M, representing a 19% margin, 181bps higher than 4Q24 Labor Ratio ex. Advocacy in FY25 stands at 61.9%, the lowest full-year ratio in three years, and 143bps better than 2023, the last non-advocacy year Actioned $51 million of the $80-$100M of cost savings by YE26 announced at Investor Day Note: Net Leverage Ratio defined as Net Debt divided by LTM Adjusted EBITDA.


 
S U M M A R Y C O M B I N E D F I N A N C I A L S Note: Figures may not foot due to rounding. Three Months Ended Dec 31, Twelve Months Ended Dec 31, 2025 2024 2025 2024 Net Revenue $ 650,833 $ 629,623 $ 2,427,671 $ 2,296,662 Billable Costs 156,611 159,085 481,329 544,554 Revenue $ 807,444 $ 788,708 $ 2,909,000 $ 2,841,216 Billable Costs 156,611 159,085 481,329 544,554 Staff costs 390,154 390,221 1,526,896 1,449,706 Administrative costs 84,240 73,275 302,463 275,046 Unbillable and other costs, net 47,157 40,749 176,459 154,462 Adjusted EBITDA $ 129,282 $ 125,378 $ 421,853 $ 417,448 Stock-based compensation 9,953 13,235 54,095 52,161 Depreciation and amortization 43,614 38,771 171,249 151,652 Deferred acquisition consideration 2,444 15,045 (7,467) 22,995 Impairment and other losses -- - 466 1,715 Other items, net 16,640 14,799 44,509 55,857 Operating income $ 56,631 $ 43,528 $ 159,001 $ 133,068 Adjusted EBITDA margin (on net revenue) 19.9% 19.9% 17.4% 18.2% 6 $ in Thousands


 
4 Q 2 5 N E T R E V E N U E Note: Figures may not foot due to rounding. Three Months Ended Dec 31, 2025 Twelve Months Ended Dec 31, 2025 Net Revenue Change Net Revenue Change Dec 31, 2024 $ 629,623 $ 2,296,662 Organic revenue (1,886) (0.3)% 2,576 0.1% Acquisitions (divestitures), net 18,594 3.0% 120,463 5.2% Foreign currency 4,502 0.7% 7,970 0.3% Total Change $ 21,210 3.4% $ 131,009 5.7% Dec 31, 2025 $ 650,833 $ 2,427,671 7 $ in Thousands


 
4 Q 2 5 N E T R E V E N U E B Y G E O G R A P H Y Note: Figures may not foot due to rounding. 4Q 8 % OF NET REVENUE 4Q25 YTD Organic Net Revenue Growth Net Revenue Growth Organic Net Revenue Growth Net Revenue Growth United States (0.1)% 0.2% 0.9% 1.7% United States ex. Advocacy 5.5% 5.8% 4.8% 5.7% EMEA 0.7% 16.9% (1.9)% 33.6% Rest of World (4.1)% 11.2% (4.7)% 2.8% TOTAL (0.3)% 3.4% 0.1% 5.7% TOTAL EX-ADVOCACY 4.0% 8.1% 3.1% 9.3% 76% 8% 16%


 
G L O B A L N E T W O R K 9 North America Latin America Europe Asia Pacific • Australia • China • Hong Kong • India • Indonesia • Japan • Malaysia • Philippines • Taiwan • Thailand • Singapore • South Korea Middle East & Africa • Austria • Belgium • Bulgaria • Italy • Latvia • Romania • Slovak Republic • Slovenia • Switzerland • Turkey • Ukraine • France • Germany • Netherlands • Poland • Spain • Sweden • United Kingdom • Argentina • Aruba • Bolivia • Brazil • Curacao • Colombia • Costa Rica • Dominican • Ecuador • El Salvador • Guatemala • Honduras • Jamaica • Nicaragua • Panama • Peru • Republic • Uruguay • Venezuela • Algeria • Bahrain • Egypt • Jordan • Kuwait • Lebanon • Libya • Morocco • Nigeria • Oman • Saudi Arabia • South Africa • Tunisia • United Arab Emirates Stagwell’s Affiliate Network Significantly Expands Our Global Footprint • Canada • USA • Mexico Note: As of December 31, 2025. Countries listed represent a subset of locations.


 
O U R O P E R A T I N G S E G M E N T S 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 10 The Marketing Cloud SaaS & DaaS Tools for the Modern Marketer 1 Notes: Figures may not foot due to rounding 4% 15% 25% 16% 40% % OF FY25 NET REVENUE BY SEGMENT


 
N E T R E V E N U E G R O W T H B Y S E G M E N T Notes: Advocacy includes Targeted Victory, SKDK, and TMA Direct. Figures may not foot due to rounding. 4Q25 YTD Operating Segment Organic Net Revenue Growth Net Revenue Growth Organic Net Revenue Growth Net Revenue Growth The Marketing Cloud 41.2% 111.2% 34.3% 230.0% Digital Transformation 2.8% 9.0% 9.2% 13.3% Media & Commerce 7.1% 10.2% (0.1)% 1.4% Communications (18.1)% (17.8)% (16.5)% (9.7)% Communications ex. Advocacy 0.6% 1.2% (4.0)% 9.0% Marketing Services 0.5% 1.9% 4.6% 6.0% TOTAL (0.3)% 3.4% 0.1% 5.7% TOTAL EX-ADVOCACY 4.0% 8.1% 3.1% 9.3% % OF NET REVENUE 4Q 4% 14% 27% 17% 38%


 
A D J E B I T D A G R O W T H B Y S E G M E N T Note: Advocacy includes Targeted Victory, SKDK, and TMA Direct. Figures may not foot due to rounding. *Adjusted EBITDA percentages in pyramid does not adjust for corporate eliminations **The Marketing Cloud adjusted EBITDA in 4Q25 improved y/y to $3.0m from $(3.1)m; The Marketing Cloud adjusted EBITDA YTD improved y/y to $(2.5)m from $(12.3)m Operating Segment 4Q25 YTD The Marketing Cloud** NQ NQ Digital Transformation 23.0% 23.4% Media & Commerce 27.1% (7.2)% Communications (23.5)% (28.5)% Communications ex. Advocacy 25.6% 11.2% Marketing Services 18.1% 19.8% TOTAL 3.1% 1.1% TOTAL EX-ADVOCACY 19.6% 15.9% % OF ADJ. EBITDA* 4Q Adj. EBITDA* Growth Y/Y 2% 13% 24% 22% 39%


 
Three Months Ended, Twelve Months Ended, Dec 31, 2025 Dec 30, 2024 % Change Dec 31, 2025 Dec 31, 2024 % Change Total Revenue $807 $789 2.4% $2,909 $2,841 2.4% Advocacy Revenue 65 127 (48.2)% 220 363 (39.3)% Total Ex Advocacy 742 662 12.0% 2,689 2,479 8.5% Three Months Ended, Twelve Months Ended, Dec 31, 2025 Dec 30, 2024 % Change Dec 31, 2025 Dec 31, 2024 % Change Total Net Revenue $651 $630 3.4% $2,428 $2,297 5.7% Advocacy Net Revenue 41 66 (36.9)% 146 209 (30.1)% Total Ex Advocacy 609 564 8.0% 2,282 2,088 9.3% Three Months Ended, Twelve Months Ended, Dec 31, 2025 Dec 30, 2024 % Change Dec 31, 2025 Dec 31, 2024 % Change Total Adj. EBITDA $129 $125 3.1% $422 $417 1.1% Advocacy Adj. EBITDA 15 30 (49.0)% 45 92 (51.5)% Total Ex Advocacy 114 95 19.6% 377 325 15.9% E X - A D V O C A C Y R E V E N U E , N E T R E V E N U E & A D J U S T E D E B I T D A Note: Advocacy includes Targeted Victory, SKDK, & TMA Direct. Actuals may not foot due to rounding $ in Millions NET REVENUE ADJ. EBITDA 13 REVENUE


 
N E W B U S I N E S S U P D A T E 14 PER CLIENT AT TOP 25 Notable Business WINS & EXPANSIONSNet New Business 4Q25 $106M LTM $476M Avg. Net Revenue 4Q25 $7.1M


 
15 LIQUIDITY Available Liquidity (as of 12/31/2025) Commitment Under Credit Facility $ 750 Drawn $ 237 Letters of Credit $ 15 Undrawn Commitments Under Facility $ 498 Total Cash & Cash Equivalents $ 105 Total Available Liquidity $ 602 $ in Millions Note: Numbers may not foot due to rounding.


 
16 MAINTAINING DISCIPLINE AROUND Deferred Acquisition Costs DAC DECREASED BY $62M FROM FY24 YEAR-END BALANCE Numbers may not foot due to rounding. $102M $40M 4Q24 4Q25


 
A D J U S T E D E A R N I N G S P E R S H A R E Three Months Ended Dec 31, 2025 Twelve Months Ended Dec 31, 2025 Reported (GAAP) Adjustments Non-GAAP Reported (GAAP) Adjustments Non-GAAP Net income attributable to Stagwell Inc. common shareholders $ 12,660 $ 64,037 $ 76,697 $ 29,101 $ 198,129 $ 227,230 Net loss attributable to Class C Shareholders - - - (6,637) - (6,637) Net income – diluted EPS $ 12,660 $ 64,037 $ 76,697 $ 22,464 $ 198,129 $ 220,593 Diluted - Weighted average number of common shares outstanding 258,997 - 258,997 225,468 - 225,468 Weighted average number of common class C shares outstanding (diluted) - - - 39,055 - 39,055 Diluted - Weighted average number of shares outstanding 258,997 - 258,997 264,523 - 264,523 Adjusted earnings per share (diluted) $ 0.05 $ 0.30 $ 0.08 $ 0.83 Adjustments to net income Amortization expense $ 38,333 $ 145,506 Impairment and other losses - 466 Stock-based compensation 9,953 54,095 Deferred acquisition consideration 2,444 (7,467) Other items, net 16,639 46,792 Total add-backs 67,369 239,392 Adjusted tax expense (3,332) (41,263) $ 64,037 $ 198,129 17 $ and Shares in Thousands Note: Numbers may not foot due to rounding.


 
G A A P C O N S O L I D A T E D O P E R A T I N G P E R F O R M A N C E Note: Numbers may not foot due to rounding. 18 $ and Shares in Thousands Three Months Ended Dec 31, Twelve Months Ended Dec 31, 2025 2024 2025 2024 Revenue $ 807,444 $ 788,708 $ 2,909,000 $ 2,841,216 Cost of services 503,718 502,522 1,845,958 1,842,978 Office & general expenses 203,481 203,887 732,326 711,803 Depreciation & amortization 43,614 38,771 171,249 151,652 Impairment & other losses - - 466 1,715 Total operating expenses $ 750,813 $ 745,180 $ 2,749,999 $ 2,708,148 Operating income (Loss) $ 56,631 $ 43,528 $ 159,001 $ 133,068 Interest expense, net (24,431) (24,038) (96,438) (92,317) Foreign exchange, net (1,156) 645 (1,640) (1,656) Gain (loss) on sale of business (2,245) - (2,245) - Bargain purchase gain 9,937 - 9,937 - Other, net 2,313 (547) 171 (1,372) Other income (expenses) $ (15,583) $ (23,940) $ (90,215) $ (95,345) Income before income taxes and equity in earnings of non-consolidated affiliates 41,048 19,588 68,786 37,723 Income tax expense 24,321 3,741 38,271 13,182 Income before equity in earnings of non-consolidated affiliates $ 16,727 $ 15,847 $ 30,515 $ 24,541 Equity in income (loss) of non-consolidated affiliates 93 - 111 503 Net income $ 16,820 15,847 $ 30,626 $ 25,044 Net (income) loss attributable to non-controlling & redeemable non-controlling interests (4,162) (12,612) (1,525) (22,785) Net income (loss) attributable to Stagwell Inc. common shareholders $ 12,658 $ 3,235 $ 29,101 $ 2,259 Earnings (Loss) Per Share Basic $ 0.05 $ 0.03 $ 0.13 $ 0.02 Diluted $ 0.05 $ 0.03 $ 0.08 $ 0.02 Weighted Average Number of Shares Outstanding Basic 251,650 109,266 220,608 110,890 Diluted 258,997 115,147 264,523 115,752


 
C A P I T A L S T R U C T U R E 1. Excludes non-controlling interest of Stagwell Class C shareholders to reflect NCI balance pro forma for full conversion of Class C shares to Class A. 2. A portion of the DAC will be paid with approximately 5.7m shares assuming conversion as of 3/5/26. 3. Includes redeemable non-controlling interest and obligations in connection with profit interests held by employees. 4. Non-consolidated investments 5. Share Count does not include unvested stock grants, unsettled SARs or portion of DAC to be settled in stock. Pro Forma total share count as of 3/5/2026 would be 253.5m Class A shares, 5.7m shares to settle DAC and 13.0m share-based awards, for a total of 272.2m shares outstanding. 6. Estimated shares to be issued upon the exercise of settled SAR awards using treasury method. Net Debt & Debt-Like ($M, as of 12/31/2025) Revolving Credit Facility $ 237 Bonds 1,100 NCI1 18 DAC2 40 RNCI3 25 Less: Investments4 20 Less: Cash 105 TOTAL NET DEBT & DEBT-LIKE $ 1,295 Share Count5 (Thousands, as of 3/5/2026) Class A 253,452 Class C (equal voting & economic rights to Class A) - Share-based awards6 12,970 DILUTED 266,422 19


 
20 APPLYING A PROVEN PLAYBOOK to scale The Marketing Cloud Group Building complementary software solutions leveraging the domain expertise and distribution channels already in place at Stagwell Advanced Media Platforms Proprietary & Premium Owned Media Channels Media Studio Solution for Modern Media Planners and Buyers Harris Quest Research Market Research Products by The Harris Poll PRophet Comms Tech AI-Driven Platform for Modern Communicators Digital Services Technology Digital Transformation Building Digital Platforms & Consumer Experiences Media & Commerce Integrated Omnichannel Media, Data & E-Commerce Marketing Services Integrated Campaigns for Blue-Chip Customers Communications Data-Driven, Targeted Communications Strategies 1 2 3 4


 
21 We've developed a proven strategy to develop and incubate new technologies, making informed product roadmap decisions based off agency clients while leveraging our world-class tech team THE MARKETING CLOUD GROUP Product Incubation Playbook WE BUILD ADVANCED PRODUCTS MORE EFFICIENTLY than the rest Faster Shared infrastructure + tech expertise DEVELOP & ITERATE FAST Cheaper World's most ambitious clients + upselling opportunities LOWER GO-TO-MARKET COSTS Better Proprietary data + the best marketers in the world INTERNAL TESTING & INSIGHTS THAT DELIVER BETTER PRODUCTS


 
22 REAL-TIME INSIGHTS Product Spotlight Customer Benefit Unlocking continuous brand tracking on an affordable, global, modern basis for research professionals


 
23 ARTIFICAL INTELLIGENCE Product Spotlight Customer Benefit Revolutionizing the PR process through AI, saving PR professionals from millions of tedious working hours


 
Thank You Contact Us: IR@StagwellGlobal.com