Stagwell - 10-Q quarterly report FY2026 Q2

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-13718

Stagwell Inc.

(Exact name of registrant as specified in its charter)


Delaware		86-1390679
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

One World Trade Center, Floor 65
New York,	New York	10007
(Address of principal executive offices)		(Zip Code)

(646) 429-1800

(Registrant’s telephone number, including area code)

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, par value $0.001 per share	STGW	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of common shares outstanding as of July 22, 2026, was 244,475,451 shares of Class A Common Stock.

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STAGWELL INC.

QUARTERLY REPORT ON FORM 10-Q

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		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 3 0 , 2026 and 2025	3
	Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 3 0 , 2026 and 2025	4
	Unaudited Consolidated Balance Sheets as of June 3 0 , 2026 and December 31, 2025	5
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2026 and 20 25	6
	Unaudited Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 3 0 , 2026 and 2025	8
	Notes to the Unaudited Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	65
Item 4.	Controls and Procedures	65

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	67
Signatures		69

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EXPLANATORY NOTE

References in this Form 10-Q to “Stagwell,” “we,” “us,” “our” and the “Company” refer to Stagwell Inc. and its direct and indirect subsidiaries, unless the context otherwise requires or otherwise is expressly stated.

All dollar amounts are stated in United States (“U.S.”) dollars unless otherwise stated.

Forward-Looking Statements

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,” “depend,” “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 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;

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•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 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,” and in the Company’s other SEC filings.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue	$	786,307	$	706,818	$	1,490,450	$	1,358,558
Operating expenses
Cost of services	517,064		459,216		976,595		871,303
Office and general expenses	213,742		183,061		404,381		362,423
Depreciation and amortization	43,955		41,369		88,286		83,375

	774,761		683,646		1,469,262		1,317,101
Operating income	11,546		23,172		21,188		41,457
Other income (expenses):
Interest expense, net	(22,328)		(23,455)		(45,594)		(46,811)
Foreign exchange, net	605		(1,338)		(2,416)		(118)


Other, net	937		(360)		868		(111)
	(20,786)		(25,153)		(47,142)		(47,040)
Loss before income taxes and equity in earnings of non-consolidated affiliates	(9,240)		(1,981)		(25,954)		(5,583)
Income tax (benefit) expense	(348)		2,673		(3,236)		4,395
Loss before equity in earnings of non-consolidated affiliates	(8,892)		(4,654)		(22,718)		(9,978)
Equity in income of non-consolidated affiliates	191		20		70		19
Net loss	(8,701)		(4,634)		(22,648)		(9,959)
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests	585		(627)		1,559		1,781
Net loss attributable to Stagwell Inc. common shareholders	$	(8,116)	$	(5,261)	$	(21,089)	$	(8,178)

Loss per common share:

Basic	$	(0.03)	$	(0.02)	$	(0.08)	$	(0.04)

Diluted	$	(0.03)	$	(0.02)	$	(0.08)	$	(0.06)
Weighted average number of common shares outstanding:
Basic	245,908		260,774		248,328		186,843
Diluted	245,908		260,774		248,328		265,600

See Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
COMPREHENSIVE INCOME (LOSS)
Net loss	$	(8,701)	$	(4,634)	$	(22,648)	$	(9,959)
Other comprehensive income (loss) - Foreign currency translation adjustment	(2,409)		24,068		(10,067)		34,566


Comprehensive income (loss) for the period	(11,110)		19,434		(32,715)		24,607
Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests	585		(627)		1,559		(4,246)
Comprehensive income (loss) attributable to Stagwell Inc. common shareholders	$	(10,525)	$	18,807	$	(31,156)	$	20,361

See Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)


	June 30, 2026		December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	109,473	$	104,537
Accounts receivable, net	713,100		735,752
Expenditures billable to clients	159,320		164,694
Other current assets	211,279		157,309
Total current assets	1,193,172		1,162,292
Fixed assets, net	71,552		73,081
Right-of-use lease assets - operating leases	192,880		213,576
Goodwill	1,594,881		1,595,238
Other intangible assets, net	815,270		834,248
Deferred tax assets	280,161		281,057
Other assets	51,600		55,055
Total assets	$	4,199,516	$	4,214,547
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS (“RNCI”), AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	515,035	$	548,320
Accrued media	203,073		239,490
Accruals and other liabilities	299,293		291,554
Advance billings	369,465		329,815
Current portion of lease liabilities - operating leases	53,945		55,386
Current portion of deferred acquisition consideration	37,784		15,446
Total current liabilities	1,478,595		1,480,011
Long-term debt	1,450,112		1,326,013
Long-term portion of deferred acquisition consideration	19,083		24,598
Long-term lease liabilities - operating leases	201,597		224,397
Deferred tax liabilities	52,777		54,726
Long-term tax receivable agreement liability	252,390		252,390
Other liabilities	38,208		51,077
Total liabilities	3,492,762		3,413,212
Redeemable noncontrolling interests	20,313		24,968
Commitments, contingencies and guarantees (Note 9)
Shareholders’ equity
Common shares - Class A	244		252


Paid-in capital	685,139		744,463
Retained earnings	13,320		32,930
Accumulated other comprehensive loss	(29,319)		(19,252)
Stagwell Inc. shareholders’ equity	669,384		758,393
Noncontrolling interests	17,057		17,974
Total shareholders’ equity	686,441		776,367
Total liabilities, RNCI, and shareholders’ equity	$	4,199,516	$	4,214,547

See Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)


	Six Months Ended June 30,
	2026		2025
Cash flows from operating activities:
Net loss	$	(22,648)	$	(9,959)
Adjustments to reconcile net loss to cash provided by operating activities:
Stock-based compensation	32,815		31,497
Depreciation and amortization	88,286		83,375
Amortization of right-of-use lease assets and lease liability interest	32,232		34,075
Lease termination gain	—		(3,529)
Deferred income taxes	(338)		(1,424)
Adjustment to deferred acquisition consideration	19,091		3,437


Other, net	1,071		(7,517)
Changes in working capital:
Accounts receivable	9,595		7,941
Expenditures billable to clients	5,082		27,021
Other current assets	(58,849)		(41,375)
Accounts payable	(15,944)		25,333
Accrued expenses and other liabilities	(28,787)		(89,393)
Advance billings	39,278		35,765
Current portion of lease liabilities - operating leases	(35,717)		(40,509)
Deferred acquisition related payments	(1,450)		—
Net cash provided by operating activities	63,717		54,738
Cash flows from investing activities:
Capitalized software	(62,446)		(29,241)
Capital expenditures	(21,623)		(18,088)
Acquisitions, net of cash acquired	(4,453)		14,172

Other	(1,150)		(1,779)
Net cash used in investing activities	(89,672)		(34,936)
Cash flows from financing activities:
Repayment of borrowings under revolving credit facility	(972,100)		(925,000)
Proceeds from borrowings under revolving credit facility	1,096,100		1,038,000
Shares repurchased and cancelled	(87,956)		(67,504)
Distributions to noncontrolling interests and RNCI	(3,071)		(4,761)
Payment of deferred consideration	(337)		(16,103)

Tax Receivables Agreement payment	(2,554)		—
Debt financing and other costs	—		(3,570)
Net cash provided by financing activities	30,082		21,062
Effect of exchange rate changes on cash and cash equivalents	809		9,106
Net increase in cash and cash equivalents	4,936		49,970
Cash and cash equivalents at beginning of period	104,537		131,339
Cash and cash equivalents at end of period	$	109,473	$	181,309

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)

(amounts in thousands)


	Six Months Ended June 30,
	2026		2025
Supplemental Cash Flow Information:
Cash income taxes paid	$	14,457	$	14,303
Cash interest paid	45,464		46,800

Non-cash investing and financing activities:
Shares and other non-cash payment for deferred acquisition consideration	483		$	—
Shares issued for business acquisitions	5,625		15,300


Right-of-use lease assets obtained in exchange for operating lease liabilities	5,247		21,636
Addition to deferred tax asset related to exchange of Paired Units	—		204,722
Addition to Tax Receivables Agreement liability related to exchange of Paired Units	—		200,119

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

See Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(amounts in thousands)



	Three Months Ended June 30, 2026
	Common Shares - Class A			Paid-in Capital	Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders’ Equity		Noncontrolling Interests		Shareholders’ Equity
	Shares	Amount
Balance at March 31, 2026	246,416	$	246		$	711,490	$	20,082	$	(26,910)	$	704,908	$	17,600	$	722,508
Net loss	—	—			—		(8,116)		—		(8,116)		(585)		(8,701)
Other comprehensive loss	—	—			—		—		(2,409)		(2,409)		—		(2,409)
Total other comprehensive loss	—	—			—		(8,116)		(2,409)		(10,525)		(585)		(11,110)

Distributions to noncontrolling interests	—	—			—		—		—		—		(1,265)		(1,265)


Changes in redemption value of RNCI, net of tax	—	—			—		1,354		—		1,354		—		1,354
Restricted awards granted or vested	3,858	3			186		—		—		189		—		189
Shares repurchased and cancelled	(5,918)	(5)			(36,853)		—		—		(36,858)		—		(36,858)
Restricted shares forfeited	(1)	—			—		—		—		—		—		—
Stock-based compensation	—	—			9,829		—		—		9,829		—		9,829

Shares issued, acquisitions	77	—			483		—		—		483		—		483

Other	—	—			4		—		—		4		1,307		1,311
Balance at June 30, 2026	244,432	$	244		$	685,139	$	13,320	$	(29,319)	$	669,384	$	17,057	$	686,441

See Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)

(amounts in thousands)



	Six Months Ended June 30, 2026
	Common Shares - Class A			Paid-in Capital	Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders’ Equity		Noncontrolling Interests		Shareholders’ Equity
	Shares	Amount
Balance at December 31, 2025	252,272	$	252		$	744,463	$	32,930	$	(19,252)	$	758,393	$	17,974	$	776,367
Net loss	—	—			—		(21,089)		—		(21,089)		(1,559)		(22,648)
Other comprehensive loss	—	—			—		—		(10,067)		(10,067)		—		(10,067)
Total other comprehensive loss	—	—			—		(21,089)		(10,067)		(31,156)		(1,559)		(32,715)

Distributions to noncontrolling interests	—	—			—		—		—		—		(1,265)		(1,265)


Changes in redemption value of RNCI, net of tax	—	—			—		1,479		—		1,479		—		1,479
Restricted awards granted or vested	5,772	5			436		—		—		441		—		441
Shares repurchased and cancelled	(14,417)	(14)			(87,942)		—		—		(87,956)		—		(87,956)
Restricted shares forfeited	(135)	—			—		—		—		—		—		—
Stock-based compensation	—	—			22,071		—		—		22,071		—		22,071
Shares issued, acquisitions	940	1			6,107		—		—		6,108		—		6,108


Other	—	—			4		—		—		4		1,907		1,911
Balance at June 30, 2026	244,432	$	244		$	685,139	$	13,320	$	(29,319)	$	669,384	$	17,057	$	686,441

See Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)

(amounts in thousands)


	Three Months Ended June 30, 2025
	Common Shares - Class A			Common Shares - Class C			Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders’ Equity		Noncontrolling Interests		Shareholders’ Equity
	Shares	Amount		Shares	Amount
Balance at March 31, 2025	113,894	$	114	151,649	$	2	$	343,082	$	10,504	$	(19,302)	$	334,400	$	445,493	$	779,893
Net income (loss)	—	—		—	—		—		(5,261)		—		(5,261)		627		(4,634)
Other comprehensive income	—	—		—	—		—		—		24,068		24,068		—		24,068
Total other comprehensive income (loss)	—	—		—	—		—		(5,261)		24,068		18,807		627		19,434

Distributions to noncontrolling interests	—	—		—	—		—		—		—		—		(2,459)		(2,459)

Changes in redemption value of RNCI, net of tax	—	—		—	—		—		(321)		—		(321)		—		(321)
Restricted awards granted or vested	4,174	4		—	—		295		—		—		299		—		299
Shares repurchased and cancelled	(11,135)	(11)		—	—		(56,786)		—		—		(56,797)		—		(56,797)
Restricted shares forfeited	(15)	—		—	—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		12,167		—		—		12,167		—		12,167

Shares issued, acquisitions	2,672	3		—	—		15,297		—		—		15,300		—		15,300
Conversion of Class C to Class A shares	151,649	152		(151,649)	(2)		447,412		—		(25,701)		421,861		(421,861)		—
Other (1)	(3)	(1)		—	—		4,431		1		(1)		4,430		2		4,432
Balance at June 30, 2025	261,236	$	261	—	$	—	$	765,898	$	4,923	$	(20,936)	$	750,146	$	21,802	$	771,948

(1) Paid-in Capital includes $4.6 million in connection with the conversion of Class C to Class A shares as this resulted in an adjustment between the deferred tax asset and the accrued TRA liability.

See Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)

(amounts in thousands)


	Six Months Ended June 30, 2025
	Common Shares - Class A			Common Shares - Class C			Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stagwell Inc. Shareholders’ Equity		Noncontrolling Interests		Shareholders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2024	114,847	$	115	151,649	$	2	$	343,647	$	11,740	$	(23,773)	$	331,731	$	445,174	$	776,905
Net loss	—	—		—	—		—		(8,178)		—		(8,178)		(1,781)		(9,959)
Other comprehensive income	—	—		—	—		—		—		28,539		28,539		6,027		34,566
Total other comprehensive income (loss)	—	—		—	—		—		(8,178)		28,539		20,361		4,246		24,607

Distributions to noncontrolling interests	—	—		—	—		—		—		—		—		(3,040)		(3,040)

Changes in redemption value of RNCI, net of tax	—	—		—	—		—		1,360		—		1,360		—		1,360
Restricted awards granted or vested	5,333	5		—	—		562		—		—		567		—		567
Shares repurchased and cancelled	(13,005)	(13)		—	—		(68,170)		—		—		(68,183)		—		(68,183)
Restricted shares forfeited	(257)	—		—	—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		24,226		—		—		24,226		—		24,226
Change in ownership held by Class C shareholders	—	—		—	—		(1,509)		—		—		(1,509)		1,509		—
Shares issued, acquisitions	2,672	3		—	—		15,297		—		—		15,300		—		15,300
Conversion of Class C to Class A shares	151,649	152		(151,649)	(2)		447,412		—		(25,701)		421,861		(421,861)		—
Other (1)	(3)	(1)		—	—		4,433		1		(1)		4,432		(4,226)		206
Balance at June 30, 2025	261,236	$	261	—	$	—	$	765,898	$	4,923	$	(20,936)	$	750,146	$	21,802	$	771,948

See Notes to the Unaudited Consolidated Financial Statements.

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STAGWELL INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Basis of Presentation

Stagwell Inc. (together with its consolidated subsidiaries, unless the context requires otherwise, the “Company,” “we,” or “Stagwell”), incorporated under the laws of Delaware, operates a global network of technology-enabled marketing & advertising, media, data, and technology businesses (“Brands”). We help clients grow by delivering both discrete and integrated products and services, including self-service software-as-a-service (“SaaS”) and data-as-a-service (“DaaS”). Our offerings address needs such as creative, communications strategy, digital transformation, experiences, technology solutions, and market research across our Marketing Services, Communications, Digital Transformation, Media & Commerce, and The Marketing Cloud segments that support clients in navigating change and achieving measurable results in a rapidly evolving business environment.

On September 30, 2025, the Company reorganized its organizational structure, which resulted in a realignment of its segments. Refer to Note 14 of the Notes included herein for additional information.

The accompanying Unaudited Consolidated Financial Statements include the accounts of Stagwell and its subsidiaries. Stagwell has prepared the unaudited consolidated interim financial statements included herein in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. The preparation of financial statements in conformity with GAAP requires us to make judgments, assumptions and estimates about current and future results of operations and cash flows that affect the amounts reported and disclosed. Actual results could differ from these estimates and assumptions. The consolidated reports for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).

The accompanying financial statements reflect all adjustments, consisting of normal recurring accruals, which in the opinion of management are necessary for a fair statement, in all material respects, of the information contained therein. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior year financial information to conform to the current year’s presentation.

In the three-and six-month periods ended June 30, 2026, we recorded $8.9 million and $8.2 million in out-of-period adjustments, respectively, to correct for errors related to prior periods, primarily related to an understatement of employer payroll tax that impacted our Cost of services and Office and general expenses financial statement line items in the Unaudited Consolidated Statements of Operations. The total impact of the adjustments to net loss in the three-and six-month periods ended June 30, 2026, was $6.6 million and $6.0 million, respectively. The Company evaluated the impact of the out-of-period adjustments and concluded that the errors were not material to the Company’s previously issued financial statements and are not expected to be material to the year ending December 31, 2026.

Accounting Change

In January 2026, the Company adopted Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and clarifications related to estimating expected credit losses on current accounts receivable and current contract assets. The Company applied the amendments prospectively and elected the practical expedient. Adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements.

Recent Developments

On July 17, 2026, the Company entered into an agreement to acquire the net assets of QStrauss Consulting, a Colombian technology consulting firm, for an estimated purchase price of $4.0 million, up to $2.0 million of which may be paid in shares of the Company’s Class A Common Stock, at the Company’s discretion. The acquisition is expected to close in August 2026, subject to the satisfaction of customary closing conditions. In connection with the acquisition, the sellers are eligible to earn contingent consideration of up to $8.0 million, a portion of which may be settled in shares of the Company’s Class A Common Stock, at the Company’s discretion.

2. New Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements (“ASU 2025-11”), to enhance the transparency and consistency of interim financial reporting by clarifying and expanding certain disclosure requirements in interim periods. ASU 2025-11 is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company does not expect the adoption of ASU 2025-11 to have a material impact on its consolidated financial statements or related disclosures, as the Company already complies with the applicable interim disclosure requirements of Regulation S-X.

Table of Contents

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), to clarify the scope, capitalization criteria, and disclosure requirements for software costs that are accounted for under Subtopic 350-40 (referred to as “internal-use software”). ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is evaluating the impact of these new requirements on the accounting for its internal-use software.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses (“ASU 2024-03”), to enhance the transparency and decision usefulness of financial information presented in the income statement by requiring disaggregated information about certain income statement expense line items. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact of these new requirements on its income statement presentation and disclosures.

3. Acquisition

Acquisition of Wavelength

On January 30, 2026, the Company acquired the net assets of Wavelength Strategy LLC (“Wavelength”), a digital advocacy and communications company, for $10.2 million, consisting of $4.6 million paid in cash, and $5.6 million paid in 863,624 shares of the Company’s Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are eligible to receive contingent consideration up to a maximum value of $24.8 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock, at the Company’s discretion. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Wavelength and expected growth related to new customer relationships. Trade names of less than $1.0 million, Customer relationships of $3.4 million, and Goodwill of $6.3 million were assigned to the Communications reportable segment. The goodwill is fully deductible for income tax purposes. The purchase price accounting is not yet final as the Company may still make adjustments due to changes in post-closing adjustments.

The unaudited pro forma revenue and net income in 2026 was not materially different from the actual amounts of revenue and net income reported for the three and six months ended June 30, 2026. Further, there were no material post-closing adjustments during the six months ended June 30, 2026.

4. Revenue

Disaggregated Revenue Data

The Company provides a broad range of services to a large base of clients across each of its segments globally. The primary source of revenue is from Brand arrangements in the form of fees for services performed, commissions, and performance incentives or bonuses. Certain clients may engage with the Company in various geographic locations, across multiple disciplines, and through multiple Brands. Representation of a client rarely means that Stagwell handles marketing communications for all brands or product lines of the client in every geographical location. The Company’s Brands often cooperate with one another through referrals and the sharing of economics, services and expertise, which enables Stagwell to service clients’ varied marketing needs by crafting custom integrated solutions.

As of June 30, 2026, Stagwell’s Brands were located in the United States, the United Kingdom, and at least 33 other countries around the world. The Company continues to expand its global footprint to support clients in international markets.

The following table presents revenue disaggregated by geography based on where the services are performed for the three and six months ended June 30, 2026 and 2025:


		Three Months Ended June 30,				Six Months Ended June 30,
Geographical Location	Reportable Segment	2026		2025		2026		2025
		(dollars in thousands)
United States	All	$	623,876	$	557,395	$	1,168,423	$	1,070,013
United Kingdom	All (except Digital Transformation)	45,652		38,051		90,778		75,935
Other	All	116,779		111,372		231,249		212,610
		$	786,307	$	706,818	$	1,490,450	$	1,358,558

Table of Contents

See Note 14 of the Notes included herein for further discussion on disaggregated revenue data.

Unbilled Receivables and Contract Liabilities

Unbilled receivables consist of fees and reimbursable outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of providing services. In arrangements where we act as principal, unbilled receivables are included as a component of Accounts receivable on the Unaudited Consolidated Balance Sheets. These receivables totaled $211.5 million and $154.2 million as of June 30, 2026 and December 31, 2025, respectively. In arrangements where we act as agent, unbilled amounts related to fees are recorded in unbilled receivables and amounts pertaining to reimbursable vendor costs are included as Expenditures billable to clients on the Unaudited Consolidated Balance Sheets. The Expenditure billable to the clients was $159.3 million and $164.7 million as of June 30, 2026 and December 31, 2025, respectively.

Contract liabilities represent advanced billings to customers for fees and reimbursements of third-party costs, whether we act as principal or agent. Such fees and reimbursements of third-party costs are classified as Advance billings on the Company’s Unaudited Consolidated Balance Sheets. Advance billings as of June 30, 2026 and December 31, 2025, were $369.5 million and $329.8 million, respectively. Substantially all of the Advance billings balance as of December 31, 2025 is expected to be recognized as revenue in 2026, which included the incurrence and reimbursement of third-party costs where the Company acts as an agent.

Unsatisfied Performance Obligations

The majority of our contracts are for periods of one year or less. For those contracts with a non-cancellable term of more than one year, we had $111.4 million of unsatisfied performance obligations as of June 30, 2026, of which we expect to recognize approximately 44% in 2026, 51% in 2027, 5% in 2028, and thereafter.

5. Loss Per Share

The following table presents the computations of basic and diluted loss per share for the three months ended June 30, 2026 (amounts in thousands, except per share amounts):


	Three Months Ended June 30,
	2026
Loss Per Share - Basic and Diluted
Numerator:
Net loss	$	(8,701)
Net loss attributable to noncontrolling and redeemable noncontrolling interests	585
Net loss attributable to Stagwell Inc. common shareholders	$	(8,116)

Denominator:
Weighted average number of common shares outstanding	245,908
Loss Per Share - Basic and Diluted	$	(0.03)















Anti-dilutive:
Restricted awards and stock options	5,723
Class A Shares to settle deferred acquisition obligations	3,147
Employee Stock Purchase Plan shares	37

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The following table presents the computations of basic and diluted loss per share for the six months ended June 30, 2026 (amounts in thousands, except per share amounts):


	Six Months Ended June 30,
	2026
Loss Per Share - Basic and Diluted
Numerator:
Net loss	$	(22,648)
Net loss attributable to noncontrolling and redeemable noncontrolling interests	1,559
Net loss attributable to Stagwell Inc. common shareholders	$	(21,089)

Denominator:
Weighted average number of common shares outstanding	248,328
Loss Per Share - Basic and Diluted	$	(0.08)


















Anti-dilutive:
Restricted awards and stock options	4,830
Class A Shares to settle deferred acquisition obligations	3,432
Employee Stock Purchase Plan shares	40

The following table presents the computations of basic and diluted loss per share for the three months ended June 30, 2025 (amounts in thousands, except per share amounts):


	Three Months Ended June 30,
	2025
Loss Per Share - Basic and Diluted
Numerator:
Net loss	$	(4,634)


Net income attributable to noncontrolling and redeemable noncontrolling interests	(627)


Net loss attributable to Stagwell Inc. common shareholders	$	(5,261)

Denominator:
Weighted average number of common shares outstanding	260,774
Loss Per Share - Basic and Diluted	$	(0.02)
















Anti-dilutive:
Class A Shares to settle deferred acquisition obligations	8,428
Stock Appreciation Rights and Restricted Awards	3,151
Employee Stock Purchase Plan shares	63

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The following table presents the computations of basic and diluted loss per share for the six months ended June 30, 2025 (amounts in thousands, except per share amounts):


	Six Months Ended June 30,
	2025
Loss Per Share - Basic
Numerator:
Net loss	$	(9,959)

Net loss attributable to Class C shareholders	6,637
Net income attributable to other equity interest holders	(4,856)
Net loss attributable to noncontrolling and redeemable noncontrolling interests	$	1,781

Net loss attributable to Stagwell Inc. common shareholders	$	(8,178)

Denominator:
Weighted average number of common shares outstanding	186,843
Loss Per Share - Basic	$	(0.04)

Loss Per Share - Diluted
Numerator:
Net loss attributable to Stagwell Inc. common shareholders	$	(8,178)
Net loss attributable to Class C shareholders	(6,637)
	$	(14,815)

Denominator:
Basic - Weighted average number of common shares outstanding	186,843
Dilutive shares:
Class C Shares	78,757

Diluted - Weighted average number of common shares outstanding	265,600

Loss Per Share - Diluted	$	(0.06)

Anti-dilutive:
Class A Shares to settle deferred acquisition obligations	7,503
Stock Appreciation Rights and Restricted Awards	4,812
Employee Stock Purchase Plan shares	60

Restricted stock awards of 5.8 million and 4.8 million shares as of June 30, 2026, and 2025, respectively, were excluded from the computation of diluted loss per share because the performance contingencies necessary for vesting were not met as of the reporting date.

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6. Deferred Acquisition Consideration

The following table presents changes in deferred acquisition consideration for the six months ended June 30, 2026 and the year ended December 31, 2025 and a reconciliation to the amounts reported on the Unaudited Consolidated Balance Sheets as of the dates indicated:


	June 30, 2026		December 31, 2025
	(dollars in thousands)
Beginning balance	$	40,044	$	102,115
Payments (1)	(2,270)		(56,982)
Adjustments to deferred acquisition consideration (2)	19,091		(7,467)

Currency translation adjustment	2		2,378

Ending balance (3)	$	56,867	$	40,044

(1) Includes deferred acquisition consideration payments settled in shares of Class A Common Stock and other forms of payment of $0.5 million and $21.8 million for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively.

(2) Adjustments to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments and accretion of expense as awards are earned over the vesting period.

(3) The deferred acquisition consideration as of June 30, 2026 and December 31, 2025 includes $18.8 million and $13.6 million, respectively, expected to be settled in shares of Class A Common Stock.

7. Debt

The following tables present the Company’s indebtedness as reported on the Unaudited Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025:


	June 30, 2026		December 31, 2025
	(dollars in thousands)
Credit Agreement	$	359,979	$	237,326
5.625% Notes	1,100,000		1,100,000
Debt issuance costs	(9,867)		(11,313)
Total long-term debt	$	1,450,112	$	1,326,013

Interest expense related to long-term debt included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2026 was $22.6 million, and $45.0 million, respectively, and for the three and six months ended June 30, 2025 was $23.7 million, and $46.4 million, respectively.

The amortization of debt issuance costs included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2026 was $0.7 million, and $1.4 million, respectively, and for the three and six months ended June 30, 2025 was $0.7 million, and $1.4 million, respectively.

Revolving Credit Agreement

The Company is party to a senior secured revolving credit facility with a five-year maturity with a syndicate of banks (as amended the “Credit Agreement”). On March 27, 2026, the Company entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement that modified certain provisions of the Credit Agreement to expand the Company’s ability to borrow under its revolving credit facility in non-U.S. dollar currencies. Under the prior terms, borrowings denominated in British pounds sterling and Euros were each subject to individual sub-limits of $50.0 million, with an aggregate foreign currency sub-limit of $100.0 million. The amendment eliminated those individual currency sub-limits, allowing borrowings in U.S. dollars, British pounds sterling, Euros, and Canadian dollars up to the full revolving commitment, subject to overall facility availability. The amendment also established a framework for adding other currencies by mutual agreement among the Company and the lenders, subject to a sub-limit of $100.0 million. In addition, the amendment increased the annual limit on permitted restricted payments for repurchases or redemptions of the Company’s stock to $175.0 million per fiscal year from $100.0 million and increased the annual limit on permitted repurchases of equity interests from employees of the Company to $50.0 million per fiscal year from $15.0 million. The Credit Agreement provides revolving commitments of up to $750 million with a maturity date of April 23, 2030.

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A portion of the Credit Agreement in an amount not to exceed $50.0 million is available for the issuance of standby letters of credit. As of June 30, 2026 and December 31, 2025, the Company had issued undrawn outstanding letters of credit of $15.8 million and $15.1 million, respectively.

As of June 30, 2026, the Company had $360.0 million of borrowings outstanding and $15.8 million of issued and undrawn letters of credit, resulting in $374.2 million of unused borrowing capacity under the Credit Agreement.

Borrowings under the Credit Agreement bear interest at variable rates determined based on the currency of the borrowing and the interest rate option selected by the Company. U.S. dollar borrowings bear interest at either the Adjusted Term Secured Overnight Financing Rate (“SOFR”) or an Alternate Base Rate plus an applicable margin. The Alternate Base Rate is based on the highest of the prime rate, the federal funds effective rate plus 0.50%, or Adjusted Term SOFR plus 1.00%. Euro denominated borrowings bear interest at the Adjusted Euro Interbank Offered Rate (“EURIBOR”), Sterling denominated borrowings bear interest at the Adjusted daily Sterling Overnight Index Average (“SONIA”) based risk free rate, and Canadian dollar borrowings bear interest at the Adjusted Term Canadian Overnight Repo Rate Average (“CORRA”), in each case plus an applicable margin. The applicable margin is determined based on the Company’s Total Leverage Ratio, as defined in the Credit Agreement.

The Credit Agreement contains a number of financial and non-financial covenants and is guaranteed by substantially all of our present and future subsidiaries, subject to customary exceptions. The Company was in compliance with all covenants as of June 30, 2026.

Senior Notes

The Company had $1.1 billion aggregate principal amount of 5.625% senior notes (“5.625% Notes”) outstanding as of June 30, 2026. The 5.625% Notes are due on August 15, 2029, and bear annual interest of 5.625% to be paid semiannually on February 15 and August 15 of each year.

The 5.625% Notes are also subject to certain covenants and customary events of default, including cross-payment default and cross-acceleration provisions. The Company was in compliance with all covenants as of June 30, 2026.

8. Noncontrolling and Redeemable Noncontrolling Interests

When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase incremental ownership is within the Company’s control, the amounts are recorded as Noncontrolling interests within Shareholders’ Equity in the Unaudited Consolidated Balance Sheets. Where the incremental purchase may be required of the Company, the amounts are recorded as Redeemable noncontrolling interests in mezzanine equity in the Unaudited Consolidated Balance Sheets at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through Retained earnings (but not less than their initial redemption value), except for foreign currency translation adjustments.

The following table presents Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests between Class C shareholders and other equity interest holders for the three and six months ended June 30, 2026 and 2025:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(dollars in thousands)
Net loss attributable to Class C shareholders (1)	$	—	$	—	$	—	$	(6,637)
Net income attributable to other equity interest holders	718		624		338		626
Net income (loss) attributable to noncontrolling interests	$	718	$	624	$	338	$	(6,011)
Net income (loss) attributable to redeemable noncontrolling interests	(1,303)		3		(1,897)		4,230
Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests	$	(585)	$	627	$	(1,559)	$	(1,781)

(1) On April 4, 2025, Stagwell Media LP (“Stagwell Media”) exercised in full its right to exchange all of its 151,648,741 shares of Class C Common Stock for an equal number of newly issued shares of Class A Common Stock (the “Class C Exchange”). Following the Class C Exchange, the Company no longer has any Noncontrolling interest of Class C shareholders as of June 30, 2026.

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The following table presents changes in redeemable noncontrolling interests for the six months ended June 30, 2026 and the year ended December 31, 2025:


	June 30, 2026		December 31, 2025
	(dollars in thousands)
Beginning balance	$	24,968	$	8,412

Additions	—		2,048
Distributions	(1,806)		(2,489)
Changes in redemption value (1)	(1,479)		9,657
Net income (loss) attributable to redeemable noncontrolling interests (2)	(1,897)		7,246
Currency translation adjustment	527		94
Ending balance	$	20,313	$	24,968

(1) Changes in redemption value are the fair value changes from the acquisition date redemption value based on the options held by the minority interest holders, adjusted through Retained earnings.

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

The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts between 2026 and 2031. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.

These adjustments will not impact the calculation of earnings per share if the redemption values are less than the estimated fair values. As such, there is no related impact on the Company’s earnings per share calculations for the three and six months ended June 30, 2026 and 2025.

9. Commitments, Contingencies, and Guarantees

Legal Proceedings. The Company’s operating entities are involved in legal proceedings and regulatory inquiries of various types. While any litigation or investigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition and results of operations of the Company.

Guarantees. Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements, and no amount has been accrued in the accompanying Unaudited Consolidated Financial Statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable.

Commitments. In the ordinary course of business, the Company enters into certain commitments. The following details the significant commitments of the Company as of June 30, 2026:

The Company had $15.8 million of undrawn letters of credit outstanding. See Note 7 of the Notes included herein for additional information.

The Company enters into long-term, non-cancellable contracts with partner associations that include revenue or profit-sharing commitments related to the provision of its services. These contracts may also include provisions that require the partner associations to meet certain performance targets prior to any obligation to the Company. As of June 30, 2026, the Company estimates its future minimum commitments under these non-cancellable agreements to be $6.5 million, $8.4 million, $5.4 million, $3.3 million and $1.3 million for the remainder of 2026, 2027, 2028, 2029 and 2030, respectively.

The Company is party to a long-term, non-cancellable contract with a certain vendor for cloud services that requires the Company to commit to minimum spending over the contract term. As of June 30, 2026, the Company estimates its future minimum commitments under this agreement to be $3.3 million, $10.5 million, $12.6 million and $15.4 million for the remainder of 2026, 2027, 2028 and 2029, respectively.

The Company is party to a long-term, non-cancellable contract with a certain vendor for a software license agreement that requires the Company to commit to minimum spending over the contract term. As of June 30, 2026, the Company estimates its

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future minimum commitments under this agreement to be $27.2 million and $27.2 million for the remainder of 2026 and 2027, respectively.

10. Share Capital

Class A Common Stock

There are 1.0 billion shares of Class A Common Stock authorized, of which 244.4 million shares were issued and outstanding as of June 30, 2026. Each share of Class A Common Stock carries one vote and represents an economic interest in the Company.

Class C Common Stock

There are 250.0 million shares of Class C Common Stock authorized as of June 30, 2026. There were no shares of Class C Common Stock outstanding as of June 30, 2026.

Class A Common Stock Repurchases

The Company may purchase shares of outstanding Class A Common Stock under its Repurchase Program. Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices, including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Exchange Act, as amended, in privately negotiated transactions, or through other means, provided they are determined to be in the best interests of our Company and our stockholders and subject to compliance with the provisions of applicable law, including the Delaware General Corporate Law and securities laws. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, dilution, including from our equity incentive plans and employee stock purchase plan, and other considerations we deem relevant, such as any disproportionate impact such repurchases may have on our shareholders. The Repurchase Program may be suspended, modified, or discontinued at any time without prior notice. Our Board of Directors will review the Repurchase Program periodically and may authorize adjustments of its terms.

On March 4, 2026, the independent and disinterested members of the Board authorized an extension and a $350.0 million increase in the size of our previously approved stock repurchase program (the “Repurchase Program”). Under the Repurchase Program, as amended, we may repurchase up to an aggregate of $725.0 million of shares of our outstanding Class A Common Stock, with any previous purchases under the Repurchase Program continuing to count against that limit. The Repurchase Program will expire on March 4, 2029.

During the six months ended June 30, 2026, 11.8 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $6.18 per share, for an aggregate value, excluding fees, of $73.0 million. The repurchased shares included 6.2 million shares of Class A Common Stock repurchased from executive officers and other employees, to satisfy their tax obligations resulting from the Class C Exchange (as described in Note 8 of the Notes included herein), at a price of $6.17 per share, for an aggregate purchase price of $38.2 million. Additionally, during the six months ended June 30, 2026, 2.6 million shares in the amount of $14.9 million were withheld for taxes from the Class A Common Stock vested during the period.

The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $328.0 million as of June 30, 2026.

11. Fair Value Measurements

A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The hierarchy for observable and unobservable inputs used to measure fair value into three broad levels are described below:

•Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

•Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

•Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

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Financial Instruments that are not Measured at Fair Value on a Recurring Basis

The following table presents certain information for our financial liability that is not measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:


	June 30, 2026				December 31, 2025
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(dollars in thousands)
5.625% Notes	$	1,100,000	$	1,062,204	$	1,100,000	$	1,072,753

The fair value of this instrument is based on quoted market prices in markets that are not active. Therefore, this debt is classified as Level 2 within the fair value hierarchy.

Financial Instruments Measured at Fair Value on a Recurring Basis

Contingent deferred acquisition consideration, redeemable noncontrolling interests, and profits interest awards, are considered Level 3 fair value measurement and are measured and adjusted at each reporting period at fair value. The estimated liability is determined in accordance with models of each business’ future performance, including revenue growth and free cash flows. These models are dependent upon significant assumptions, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and the discount rate. These growth rates are consistent with the Company’s long-term forecasts. As of June 30, 2026, the discount rate used to measure these liabilities ranged from 3.5% to 7.9%.

As these estimates require the use of assumptions about future performance, which are uncertain at the time of estimation, the fair value measurements presented on the Unaudited Consolidated Balance Sheets are subject to uncertainty.

See Note 6, Note 8, and Note 12 of the Notes included herein for additional information regarding contingent deferred acquisition consideration, redeemable non-controlling interests, and profits interest awards, respectively.

As of June 30, 2026, and December 31, 2025, the carrying amount of the Company’s financial instruments, including cash, cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity.

Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

Certain non-financial assets are measured at fair value on a nonrecurring basis, primarily goodwill, intangible assets and right-of-use lease assets (Level 3 fair value measurements). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment.

12. Supplemental Information

Stock-Based Awards

Stock-based compensation recognized for awards authorized under the Company’s employee stock incentive plans during the three and six months ended June 30, 2026 was $22.0 million and $34.5 million, respectively, and for the three and six months ended June 30, 2025 was $11.7 million and $23.4 million, respectively. This was included as a component of stock-based compensation in Office and general expenses and Cost of services within the Unaudited Consolidated Statements of Operations.

Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The profits interests awards generally provide the employee with the right, but not the obligation, to sell their profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution. The profits interests awards are primarily settled in cash, with certain awards having stock-settlement provisions at the Company’s discretion. The corresponding liability associated with these profits interests awards was $7.3 million and $12.8 million as of June 30, 2026 and December 31, 2025, respectively, and was included as a component of Accruals and other liabilities and Other Liabilities on the Unaudited Consolidated Balance Sheets. For the three and six months ended June 30, 2026, the change in the fair value of these awards resulted in a decrease in stock-based compensation expense of $3.5 million and $1.7 million, respectively. For the three and six months ended June 30, 2025, the change in the fair value of these awards resulted in an increase in stock-based compensation expense of $8.3 million and $8.0 million, respectively. This was included as a component of stock-based compensation in Cost of services within the Unaudited Consolidated Statements of Operations.

Transfer of Accounts Receivable

The Company transfers certain of its trade receivable assets to third parties under certain agreements. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer.

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The trade receivables transferred to the third parties were $165.9 million, and $335.0 million for the three and six months ended June 30, 2026, respectively, and were $114.3 million and $243.5 million for the three and six months ended June 30, 2025, respectively. The amount collected and due to the third parties under these arrangements was $28.9 million, and $21.2 million as of June 30, 2026 and December 31, 2025, respectively, and was included as a component of Accruals and other liabilities on the Unaudited Consolidated Balance Sheets. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled $1.8 million, and $3.6 million for the three and six months ended June 30, 2026, respectively, and totaled $1.3 million, and $2.8 million for the three and six months ended June 30, 2025, respectively.

Related Party Transactions

In the ordinary course of business, the Company enters into transactions with related parties, including its affiliates. The transactions may range in the nature and value of services underlying the arrangements. The Company provides marketing and advertising services to a client where the founder of the client has a significant interest in the Company and recorded $9.8 million, and $10.4 million of related party revenue for the three and six months ended June 30, 2026, respectively, and $1.3 million, and $1.9 million of related party revenue for the three and six months ended June 30, 2025, respectively.

During the three months ended June 30, 2026, the Company extended short-term cash advances to certain employees. These advances are due within one year from the date of issuance. As of June 30, 2026, the outstanding balance of employee advances was $27.2 million and was included in Other current assets on the Unaudited Consolidated Balance Sheets.

13. Income Taxes

Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in interim periods.

For the three months ended June 30, 2026, the Company had an income tax benefit of $0.3 million (on a pre-tax loss of $9.2 million resulting in an effective tax rate of 3.8%) compared to income tax expense for the three months ended June 30, 2025 of $2.7 million (on a pre-tax loss of $2.0 million resulting in an effective tax rate of (134.9)%).

The effective tax rate increased by 138.7 percentage points compared to the prior year period, primarily due to (i) a 73.3 percentage point increase from additional pre-tax losses, which were not subject to valuation allowances, for which we recorded an additional $1.4 million tax benefit; (ii) a 31.9 percentage point increase related to a reduction in shortfall of deductions for stock-based compensation expense vested during the year for which we recorded $0.9 million less tax expense and (iii) a 33.5 percentage point increase related to a decrease in interest and penalties for which we recorded $0.7 million less tax expense.

For the six months ended June 30, 2026, the Company had an income tax benefit of $3.2 million (on a pre-tax loss of $26.0 million resulting in an effective tax rate of 12.5%) compared to income tax expense for the six months ended June 30, 2025 of $4.4 million (on a pre-tax loss of $5.6 million resulting in an effective tax rate of (78.7)%).

The effective tax rate increased by 91.2 percentage points compared to the prior-year period, primarily due to (i) a 57.7 percentage point increase from additional pre-tax losses, which were not subject to valuation allowances, for which we recorded a $5.3 million additional tax benefit; (ii) a 19.2 percentage point increase related to a reduction in interest and penalties for which we recorded $1.1 million less tax expense; (iii) an 11.6 percentage point increase related to a reduction in shortfall of deductions for stock-based compensation expense vested during the year for which we recorded $0.5 million less tax expense and (iv) a 2.7 percentage point increase related to a corporate restructure for which we recorded a $0.7 million tax benefit in 2026.

Tax Receivables Agreement

In connection with the Company’s Tax Receivable Agreement (“TRA”), the Company is required to make cash payments to Stagwell Media equal to 85% of certain U.S. federal, state and local income tax or franchise tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) increases in the tax basis of the assets of Stagwell Global LLC (“OpCo”), the Company’s only operating subsidiary, resulting from exchanges of Paired Units (each share of Class C Common Stock is paired with a corresponding common unit of OpCo, a “Paired Unit”) for shares of Class A Common Stock or cash, as applicable, and (ii) certain other tax benefits related to us making payments under the TRA.

Effective April 4, 2025, all Paired Units were exchanged for Class A Shares. As a result of the Class C Exchange, the Company recorded an increase to its deferred tax asset balance by $237.9 million and an increase to its TRA liability balance by $229.7 million. The total TRA liability and the associated deferred tax balances, net of amortization, in connection with the exchange of Paired Units and the projected obligations under the TRA were as follows:

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	June 30, 2026		December 31, 2025
	(dollars in thousands)
Tax Receivable Agreement liability (1)	$	252,390	$	254,944
Deferred tax assets (2)	285,538		285,538

(1) TRA liability as of December 31, 2025 includes $2.6 million short-term liability included under Accruals and other liabilities on the Unaudited Consolidated Balance Sheets. The Company paid $2.6 million of TRA liability during the six months ended June 30, 2026. As a result, no short-term TRA liability remained outstanding as of June 30, 2026.

(2) Deferred tax asset balances, net of deferred tax liabilities, on the Unaudited Consolidated Balance Sheets were $280.2 million and $281.1 million as of June 30, 2026 and December 31, 2025, respectively, principally due to jurisdictional netting.

14. Segment Information

The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Mark Penn, Chief Executive Officer and Chairman, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics. All segments follow the same basis of presentation and accounting policies as those described throughout the Notes included herein.

The CODM uses Adjusted EBITDA as a key metric to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions. Adjusted EBITDA is defined as Net income (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.

On September 30, 2025, the Company reorganized its organizational structure to better reflect how the Company manages its business and goes to market, to simplify reporting and to provide clearer visibility into performance trends across its service offerings. The reorganization also seeks to enhance consistency in the Company’s portfolio of services and improve the transparency and comparability of financial information provided to investors.

As a result of the reorganization, the Company identified five operating and reportable segments: “Marketing Services,” “Digital Transformation,” “Media & Commerce,” “Communications,” and “The Marketing Cloud.” Prior period presented has been recast to reflect the reclassification of Brands within the reportable segments. Based on the segment analysis, management concluded that the operating segments do not exhibit similar economic characteristics or share other aggregation criteria. As a result, none of our operating segments are aggregated for reporting purposes. Further, as a result of the reorganization, certain reporting units have been redefined, and the composition of others has changed. The new structure fairly reflects the allocation of the Company’s resources, thereby improving comparability for investors and supporting the Company’s long-term strategic objectives. The composition of these segments is as follows:

•The Marketing Services segment delivers a broad range of services across four closely related client needs: creative, research, experiential, and social media solutions designed to build and elevate brands. Capabilities include developing breakthrough brand campaigns, providing consumer insights through advanced research methodologies, creating immersive experiential marketing programs and social engagement strategies that connect brands with audiences across digital platforms. By combining creative excellence, data-driven insights, and innovative experiences, Marketing Services empowers organizations to differentiate themselves in the marketplace, drive audience engagement, and achieve measurable business results. These services employ a wide variety of artificial intelligence (“AI”)-powered services in the delivery, such as AI-powered creative production and data analysis. Brands in this segment include, but are not limited to, creative agencies 72 and Sunny and Anomaly, research agencies NRG and Harris Insights, experiential agency TEAM, and social agency Movers & Shakers.

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integration, and implementation of marketing technology (“MarTech”) products and solutions for customers. It also provides managed services, staff augmentation, and engineering expertise across various delivery models, offering system integration, full-stack development, and ongoing platform management. Additionally, Digital Transformation connects digital ecosystems to physical experiences through innovative, technology-driven customer engagements, such as business-to-business (“B2B”) platforms and multimodal activations that blend physical and digital environments using augmented reality (“AR”), virtual reality (“VR”), and emerging technologies. Together, these capabilities empower organizations to transform their digital presence and drive sustained business growth. Brands in this segment include, but are not limited to, strategy and design agencies Code and Theory and Instrument, development and implementation agency TrueLogic, and digital activation agency Left Field Labs.

•The Media & Commerce segment delivers integrated AI-based data solutions that drive audience engagement and business growth through media buying, owned media platforms, commerce enablement, and Customer Relationship Management (“CRM”) strategies. Its capabilities include planning and executing media campaigns across global platforms, leveraging data-driven approaches to optimize reach and effectiveness across first-party data, second-party data, and third-party data, and providing commerce and CRM tools that connect brands with consumers throughout the purchase journey. The segment also offers specialized media platforms and translation services to support targeted communication and market expansion. By combining expertise in media strategy, commerce activation, and audience analytics, Media & Commerce empowers organizations to maximize their marketing investments and achieve measurably efficient commercial outcomes. Brands in this segment include, but are not limited to, media buying and strategy agency Assembly Global, owned media platforms Reach TV, and commerce and CRM agency Gale.

•The Communications segment provides a leading edge set of solutions designed to help organizations build, protect, and enhance their reputation across diverse audiences and channels. Its capabilities include strategic communications, public relations, and advocacy services that leverage AI and data-driven insights to craft compelling narratives and influence public perception. The segment also offers expertise in targeted communications, corporate public affairs consulting, crisis management, and stakeholder engagement, ensuring clients can respond effectively to emerging issues and opportunities. Advocacy services encompass strategic political campaign management, grassroots mobilization, and fundraising expertise that reach across the political spectrum. By combining deep industry knowledge with innovative digital approaches to media and advocacy, Communications empowers organizations to connect with key audiences, shape conversations, and achieve their strategic objectives. Brands in this segment include, but are not limited to, Allison, Consulum, SKDK and Targeted Victory.

•The Marketing Cloud segment delivers a comprehensive suite of technology solutions for in-house marketers, combining SaaS and DaaS offerings. Its key products cover a range of areas. Advanced research tools that enable real-time customer insights through syndicated and Do It Yourself (“DIY”) generative AI-drafted surveys, AI-driven text analysis, and predictive analytics. Communications technology that aggregates data from millions of sources, including news, social media, print, and TV/radio broadcasts, on a daily basis to monitor, analyze, and respond to market trends. Media studio products that leverage first-party, third-party, and proprietary data to provide actionable audience insights and attribution analytics and advanced media platforms that encompass audience engagement solutions such as AR, quick response (“QR”) codes, and loyalty programs, all designed to collect consumer data and generate actionable insights. Together, these capabilities empower marketers to understand, engage, and influence their audiences with precision and agility. Brands in this segment include, but are not limited to, QUEST, Unicepta, Holy Grail and Smart Assets.

“Corporate, eliminations and other” consists of revenue generated by the Other business components, elimination of certain intercompany revenue and expenses, and corporate office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments. These corporate office and general expenses include (i) salaries and related expenses for corporate office employees, including employees dedicated to supporting the operating segments, (ii) occupancy expenses relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, and (iv) certain other professional fees managed by the corporate office.

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	Three Months Ended June 30, 2026
	Marketing Services		Digital Transformation		Media & Commerce		Communications		The Marketing Cloud		Total
	(dollars in thousands)
Revenue (1)	$	277,256	$	117,672	$	179,943	$	188,426	$	27,380	$	790,677

Billable costs	43,014		10,248		25,273		76,337		2		154,874
Staff costs	131,354		67,316		98,710		61,197		18,085		376,662
Administrative costs	25,999		7,720		24,738		14,179		7,201		79,837
Unbillable and other costs, net (2)	31,673		169		15,130		1,819		7,370		56,161
Adjusted EBITDA	45,216		32,219		16,092		34,894		(5,278)		123,143

Corporate, eliminations and other											(14,456)
Total Consolidated Adjusted EBITDA											108,687

Stock-based compensation											18,567
Depreciation and amortization											43,955
Deferred acquisition consideration											8,837

Other items, net											25,782
Operating income											11,546
Other income (expenses):
Interest expense, net											(22,328)
Foreign exchange, net											605


Other, net											937
											(20,786)
Loss before income taxes and equity in earnings of non-consolidated affiliates											(9,240)
Income tax benefit											(348)
Loss before equity in earnings of non-consolidated affiliates											(8,892)
Equity in income of non-consolidated affiliates											191
Net loss											(8,701)
Net loss attributable to noncontrolling and redeemable noncontrolling interests											585
Net loss attributable to Stagwell Inc. common shareholders											$	(8,116)

(1) Total consolidated revenue of $786.3 million reflects revenue generated by the Other business components and intercompany elimination of $4.4 million.

(2) For each reportable segment, Unbillable and other costs, net include costs to fulfill customer contract requirements such as research and subscription related costs, audience measurement, data and analytics, panels and survey costs, and also includes travel related expenses.

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	Six Months Ended June 30, 2026
	Marketing Services		Digital Transformation		Media & Commerce		Communications		The Marketing Cloud		Total
	(dollars in thousands)
Revenue (1)	$	528,034	$	219,138	$	354,454	$	341,528	$	53,895	$	1,497,049

Billable costs	76,216		15,205		50,289		132,665		18		274,393
Staff costs	263,543		131,883		195,935		118,147		34,888		744,396
Administrative costs	48,731		14,108		47,911		26,926		12,391		150,067
Unbillable and other costs, net (2)	49,353		292		28,812		3,843		14,252		96,552
Adjusted EBITDA	90,191		57,650		31,507		59,947		(7,654)		231,641

Corporate, eliminations and other											(33,269)
Total Consolidated Adjusted EBITDA											198,372

Stock-based compensation											32,815
Depreciation and amortization											88,286
Deferred acquisition consideration											19,091

Other items, net											36,992
Operating income											21,188
Other income (expenses):
Interest expense, net											(45,594)
Foreign exchange, net											(2,416)


Other, net											868
											(47,142)
Loss before income taxes and equity in earnings of non-consolidated affiliates											(25,954)
Income tax benefit											(3,236)
Loss before equity in earnings of non-consolidated affiliates											(22,718)
Equity in income of non-consolidated affiliates											70
Net loss											(22,648)
Net loss attributable to noncontrolling and redeemable noncontrolling interests											1,559
Net loss attributable to Stagwell Inc. common shareholders											$	(21,089)

(1) Total consolidated revenue of $1,490.5 million reflects revenue generated by the Other business components and intercompany elimination of $6.6 million.

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	Three Months Ended June 30, 2025
	Marketing Services		Digital Transformation		Media & Commerce		Communications		The Marketing Cloud		Total
	(dollars in thousands)
Revenue (1)	$	275,888	$	97,592	$	164,025	$	146,180	$	25,276	$	708,961

Billable costs	40,584		6,492		13,061		48,548		4		108,689
Staff costs	134,397		63,537		98,038		57,311		17,136		370,419
Administrative costs	29,393		7,176		24,325		11,530		3,313		75,737
Unbillable and other costs, net (2)	26,745		3		13,395		2,584		5,403		48,130
Adjusted EBITDA	44,769		20,384		15,206		26,207		(580)		105,986

Corporate, eliminations and other											(11,695)
Total Consolidated Adjusted EBITDA											94,291

Stock-based compensation											19,954
Depreciation and amortization											41,369
Deferred acquisition consideration											(3,220)

Other items, net											13,016
Operating income											23,172
Other expenses:
Interest expense, net											(23,455)
Foreign exchange, net											(1,338)


Other, net											(360)
											(25,153)
Loss before income taxes and equity in earnings of non-consolidated affiliates											(1,981)
Income tax expense											2,673
Loss before equity in earnings of non-consolidated affiliates											(4,654)
Equity in income of non-consolidated affiliates											20
Net loss											(4,634)
Net income attributable to noncontrolling and redeemable noncontrolling interests											(627)
Net loss attributable to Stagwell Inc. common shareholders											$	(5,261)

(1) Total consolidated revenue of $706.8 million reflects an intercompany elimination of $2.1 million.

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	Six Months Ended June 30, 2025
	Marketing Services		Digital Transformation		Media & Commerce		Communications		The Marketing Cloud		Total
	(dollars in thousands)
Revenue (1)	$	524,940	$	188,479	$	324,447	$	275,268	$	49,382	$	1,362,516

Billable costs	73,406		8,875		27,295		86,655		11		196,242
Staff costs	262,726		122,764		192,986		115,623		34,033		728,132
Administrative costs	56,503		12,617		46,738		24,526		8,514		148,898
Unbillable and other costs, net (2)	43,571		765		28,890		4,665		10,473		88,364
Adjusted EBITDA	88,734		43,458		28,538		43,799		(3,649)		200,880

Corporate, eliminations and other											(24,296)
Total Consolidated Adjusted EBITDA											176,584

Stock-based compensation											31,497
Depreciation and amortization											83,375
Deferred acquisition consideration											3,437

Other items, net											16,818
Operating income											41,457
Other expenses:
Interest expense, net											(46,811)
Foreign exchange, net											(118)

Other, net											(111)
											(47,040)
Loss before income taxes and equity in earnings of non-consolidated affiliates											(5,583)
Income tax expense											4,395
Loss before equity in earnings of non-consolidated affiliates											(9,978)
Equity in income of non-consolidated affiliates											19
Net loss											(9,959)
Net loss attributable to noncontrolling and redeemable noncontrolling interests											1,781
Net loss attributable to Stagwell Inc. common shareholders											$	(8,178)

(1) Total consolidated revenue of $1,358.6 million reflects an intercompany elimination of $4.0 million.

The Company’s long-lived tangible assets (i.e., Right-of-use lease assets - operating leases and Fixed assets, net) was $264.4 million ($197.4 million in the United States and $67.1 million in all other countries) as of June 30, 2026 and $286.6 million ($211.6 million in the United States and $75.0 million in all other countries) as of December 31, 2025.

The Company’s CODM does not use segment assets to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed.

See Note 4 of the Notes included herein for a summary of the Company’s revenue by geographic region for the three and six months ended June 30, 2026 and 2025.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis are based on and should be read in conjunction with our Unaudited Consolidated Financial Statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Form 10-Q”). The following discussion and analysis contain forward-looking statements and should be read in conjunction with the disclosures and information contained and referenced under the captions “Forward-Looking Statements” and “Risk Factors” in the 2025 Form 10-K, our Quarterly Reports on Form 10-Q, and in other documents we file with the SEC from time to time. The following discussion and analysis also include a discussion of certain non-GAAP financial measures. A description of the non-GAAP financial measures discussed in this section and reconciliations to the comparable United States (“U.S.”) generally accepted accounting principles (“GAAP”) measures are below.

In this section, the terms “Stagwell,” “we,” “us,” “our” and the “Company” refer to Stagwell Inc. and its direct and indirect subsidiaries. References to a “fiscal year” mean the Company’s year commencing on January 1 of that year and ending December 31 of that year (e.g., fiscal 2026 means the period beginning January 1, 2026, and ending December 31, 2026).

Executive Summary

Overview

Stagwell conducts its business through its segments, which provide marketing and business solutions that realize the potential of combining data and creativity. Stagwell’s strategy is to build, grow, and acquire market-leading businesses that deliver the modern suite of services that marketers need to thrive in a rapidly evolving business environment. We believe Stagwell’s differentiation lies in its digital-first and technology-based roots and proven entrepreneurial leaders, which together with innovations in technology and data, bring transformational marketing, activation, communications and strategic consulting services to clients. Stagwell leverages its range of services in an integrated manner, offering strategic, creative and innovative solutions that are technologically forward and media-agnostic. The Company’s strategy is intended to challenge the industry status quo, realize returns on investment, and drive transformative growth and business performance for its clients and stakeholders.

Stagwell manages its business by monitoring several financial and non-financial performance indicators. The key indicators that we focus on are revenue, operating expenses, staff cost ratio, capital expenditures, net income (loss), net income (loss) attributable to Stagwell Inc. common shareholders, net income (loss) per share and the non-GAAP financial measures including Adjusted EBITDA, Organic net revenue growth (decline), Free cash flow at consolidated level, and Adjusted Diluted EPS, as defined and described below. Revenue growth is analyzed by reviewing a mix of measurements, including (i) growth by major geographic location, (ii) growth from existing clients and the addition of new clients, (iii) growth by service line, (iv) growth from currency changes, and (v) growth from acquisitions. In addition to monitoring the foregoing financial indicators, the Company assesses and monitors several non-financial performance indicators relating to the business performance of our segments. These indicators may include the Company’s recent new client win/loss record; the depth and scope of a pipeline of potential new client account activity; the overall quality of the services provided to clients; and the relative strength of the Company’s next generation team that is in place as part of a potential succession plan to succeed the current senior executive team.

Recent Developments

Significant Factors Affecting our Business and Results of Operations

The most significant factors affecting our business and results of operations include national, regional, and local economic conditions, our clients’ profitability, mergers and acquisitions of our clients, changes in top management of our clients and our ability to retain and attract key employees. New business wins and client losses occur due to a variety of factors. We believe the two most significant factors are (i) our clients’ desire to change marketing communication firms, and (ii) the digital and data-driven products that our portfolio of marketing services firms, which we refer to as “Brands,” offer. A client may choose to change marketing communication firms for several reasons, such as a change in leadership where new management wants to retain a Brand that it may have previously worked with. In addition, if the client merges with or is acquired by another company, the marketing communication firm is often changed. Clients also change firms as a result of the firm’s failure to meet marketing performance targets or other expectations in client service delivery.

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Seasonality

Historically, we typically generate the highest quarterly revenue during the fourth quarter of each year. The highest volumes of retail related consumer marketing increase with the back-to-school season through the end of the holiday season. In addition, within our Communications segment, client concentration increases during election years due to the cyclical nature of our advocacy services.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with GAAP. In addition, the Company has included non-GAAP financial measures and ratios, which management uses to operate the business, which it believes provide useful supplemental information to both management and readers of this report in making period-to-period comparisons in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by GAAP and should not be construed as an alternative to other titled measures determined in accordance with GAAP. The non-GAAP financial measures included are “net revenue,” “organic net revenue growth (decline),” “Adjusted EBITDA,” “Free Cash Flow,” and “Adjusted Diluted EPS.”

“Net revenue” refers to revenue excluding billable costs. The Company believes billable costs and their fluctuations are not indicative of the operating performance of its underlying business.

“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. Beginning with the quarter ended September 30, 2025, 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. Previously, we calculated the impact of an acquisition as follows: (a) for an entity acquired during the current year, we presented the entity’s prior year net revenue for the same period during which we owned it in the current year as impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we presented the entity’s prior year net revenue for the period during which we did not own the entity in the prior year as impact of the acquisition in the current year. We believe that this change in the method of calculating the impact of an acquisition results in a measurement of organic net revenue growth (decline) that better reflects the effect of our management of an acquired entity by including the revenue of the acquired entity in such measurement after we have owned it for 12 months. 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.

“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 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.

“Free Cash Flow” is defined as consolidated net cash flow from operations less cash outflow from capital expenditures and capitalized software, excluding material nonrecurring capital purchases.

“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),

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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.

All amounts are in U.S. dollars unless otherwise stated. Amounts reported in millions herein are computed based on the amounts in thousands. As a result, the sum of the components, and related calculations, reported in millions may not equal the total amounts due to rounding.

The percentage changes included in the tables in Item 2 herein that are not considered meaningful are presented as “NM.”

Segments

The Company’s Chief Operating Decision Maker uses Adjusted EBITDA as a key metric to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions.

As a result of the reorganization, the Company now has five operating and reportable segments: “Marketing Services,” “Digital Transformation,” “Media & Commerce,” “Communications,” and “The Marketing Cloud.” Prior period presented has been recast to reflect the reclassification of Brands within the reportable segments. Based on the segment analysis, management concluded that the operating segments do not exhibit similar economic characteristics or share other aggregation criteria. As a result, none of our operating segments are aggregated for reporting purposes. Further, as a result of the reorganization, certain reporting units have been redefined, and the composition of others has changed. The new structure fairly reflects the allocation of the Company’s resources, thereby improving comparability for investors and supporting the Company’s long-term strategic objectives. The composition of these segments is as follows:

•The Digital Transformation segment designs, implements and activates modern digital ecosystems that enable brand and customer experiences through the integration of strategy, design, and technology. This segment helps clients modernize their digital infrastructure, enhance customer engagement, and accelerate enterprise transformation. Its capabilities span the delivery of digital products and experiences that connect brand storytelling with technology, including website and content development, digital campaigns, product and platform design, AI-native strategies and integration, and implementation of marketing technology (“MarTech”) products and solutions for customers. It also provides managed services, staff augmentation, and engineering expertise across various delivery models, offering system integration, full-stack development, and ongoing platform management. Additionally, Digital Transformation connects digital ecosystems to physical experiences through innovative, technology-driven customer engagements, such as business-to-business (“B2B”) platforms and multimodal activations that blend physical and digital environments using augmented reality (“AR”), virtual reality (“VR”), and emerging technologies. Together, these capabilities empower organizations to transform their digital presence and drive sustained business growth. Brands in this segment include, but are not limited to, strategy and design agencies Code and Theory and Instrument, development and implementation agency TrueLogic, and digital activation agency Left Field Labs.

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measurably efficient commercial outcomes. Brands in this segment include, but are not limited to, media buying and strategy agency Assembly Global, owned media platforms Reach TV, and commerce and CRM agency Gale.

The following discussion focuses on the operating performance of the Company for the three and six months ended June 30, 2026 and 2025 and the financial condition of the Company as of June 30, 2026.

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Results of Operations and Reconciliation of Net Loss to Adjusted EBITDA:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(dollars in thousands)
Revenue:
Marketing Services	$	277,256	$	275,888	$	528,034	$	524,940
Digital Transformation	117,672		97,592		219,138		188,479
Media & Commerce	179,943		164,025		354,454		324,447
Communications	188,426		146,180		341,528		275,268
The Marketing Cloud	27,380		25,276		53,895		49,382
Corporate, eliminations and other	(4,370)		(2,143)		(6,599)		(3,958)
Total revenue	$	786,307	$	706,818	$	1,490,450	$	1,358,558

Operating income	$	11,546	$	23,172	$	21,188	$	41,457

Other income (expenses):
Interest expense, net	(22,328)		(23,455)		(45,594)		(46,811)
Foreign exchange, net	605		(1,338)		(2,416)		(118)


Other, net	937		(360)		868		(111)
Loss before income taxes and equity in earnings of non-consolidated affiliates	(9,240)		(1,981)		(25,954)		(5,583)
Income tax (benefit) expense	(348)		2,673		(3,236)		4,395
Loss before equity in earnings of non-consolidated affiliates	(8,892)		(4,654)		(22,718)		(9,978)
Equity in income of non-consolidated affiliates	191		20		70		19
Net loss	(8,701)		(4,634)		(22,648)		(9,959)
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests	585		(627)		1,559		1,781
Net loss attributable to Stagwell Inc. common shareholders	$	(8,116)	$	(5,261)	$	(21,089)	$	(8,178)

Reconciliation to Adjusted EBITDA:
Net loss attributable to Stagwell Inc. common shareholders	$	(8,116)	$	(5,261)	$	(21,089)	$	(8,178)
Non-operating items (1)	19,662		28,433		42,277		49,635
Operating income	11,546		23,172		21,188		41,457
Depreciation and amortization	43,955		41,369		88,286		83,375

Stock-based compensation	18,567		19,954		32,815		31,497
Deferred acquisition consideration	8,837		(3,220)		19,091		3,437
Other items, net (2)	25,782		13,016		36,992		16,818
Adjusted EBITDA	$	108,687	$	94,291	$	198,372	$	176,584

(1) Non-operating items includes items within the Statements of Operations, below Operating income, and above Net loss attributable to Stagwell Inc. common shareholders.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.

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THREE MONTHS ENDED JUNE 30, 2026 COMPARED TO THREE MONTHS ENDED JUNE 30, 2025

Consolidated Results of Operations

The components of operating results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


	Three Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	786,307	$	706,818	$	79,489	11.2	%
Operating expenses
Cost of services	517,064		459,216		57,848		12.6	%
Office and general expenses	213,742		183,061		30,681		16.8	%
Depreciation and amortization	43,955		41,369		2,586		6.3	%

	$	774,761	$	683,646	$	91,115	13.3	%
Operating income	$	11,546	$	23,172	$	(11,626)	(50.2)	%


	Three Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	786,307			$	706,818			$	79,489	11.2	%
Billable costs	154,724				108,689				46,035		42.4	%
Net Revenue	631,583		100.0	%	598,129		100.0	%	33,454		5.6	%

Staff costs	384,382		60.9	%	381,270		63.7	%	3,112		0.8	%
Administrative costs	82,353		13.0	%	74,438		12.4	%	7,915		10.6	%
Unbillable and other costs, net	56,161		8.9	%	48,130		8.0	%	8,031		16.7	%
Adjusted EBITDA	108,687		17.2	%	94,291		15.8	%	14,396		15.3	%
Stock-based compensation	18,567		2.9	%	19,954		3.3	%	(1,387)		(7.0)	%
Depreciation and amortization	43,955		7.0	%	41,369		6.9	%	2,586		6.3	%
Deferred acquisition consideration	8,837		1.4	%	(3,220)		(0.5)	%	12,057		NM

Other items, net (1)	25,782		4.1	%	13,016		2.2	%	12,766		98.1	%
Operating income (2)	$	11,546	1.8	%	$	23,172	3.9	%	$	(11,626)	(50.2)	%

(1) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(2) See the Results of Operations section above for a reconciliation of Operating Income to Net loss attributable to Stagwell Inc. common shareholders.

Revenue

Revenue for the three months ended June 30, 2026 was $786.3 million, compared to $706.8 million for the three months ended June 30, 2025, an increase of $79.5 million.

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Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change										Change
	Three Months Ended June 30, 2025		Foreign Currency		Net Acquisitions (Divestitures)		Organic		Total Change		Three Months Ended June 30, 2026		Organic		Total
	(dollars in thousands)
Marketing Services	$	235,304	$	624	$	(2,868)	$	1,182	$	(1,062)	$	234,242	0.5	%	(0.5)	%
Digital Transformation	91,100		(251)		—		16,575		16,324		107,424		18.2	%	17.9	%
Media & Commerce	150,964		(73)		2,221		1,558		3,706		154,670		1.0	%	2.5	%
Communications	97,632		229		2,373		11,855		14,457		112,089		12.1	%	14.8	%
The Marketing Cloud	25,272		1,072		—		1,034		2,106		27,378		4.1	%	8.3	%
Corporate, eliminations and other	(2,143)		3		—		(2,080)		(2,077)		(4,220)		97.1	%	96.9	%
	$	598,129	$	1,604	$	1,726	$	30,124	$	33,454	$	631,583	5.0	%	5.6	%
Component % change			0.3%		0.3%		5.0%		5.6%

For the three months ended June 30, 2026, organic net revenue increased $30.1 million, or 5.0%. Digital Transformation grew $16.6 million, reflecting higher demand for AI‑related services and marketing‑technology transformation among technology‑sector clients. Communications grew $11.9 million as it entered an on‑cycle U.S. election year, which increased public affairs activity across digital, advertising, direct‑mail, and political fundraising work. Marketing Services, Media & Commerce, and The Marketing Cloud each contributed additional growth from new client wins, higher platform utilization, and subscription‑based offerings. These increases were partially offset by reduced client spending in the Middle East related to the ongoing conflict.

The increase in net acquisitions (divestitures) was impacted by the prior year acquisitions of JetFuel Studio LLC and Powered by JetFuel LLC (collectively, “Jetfuel”), ADK Global (“ADK”), and current year acquisition of Wavelength Strategy LLC (“Wavelength”), which expanded the Company’s capabilities in experiential marketing and integrated marketing in the Asia-Pacific (“APAC”) region, and digital advocacy and communications, respectively, partially offset by the divestiture of a Brand in the Marketing Services segment.

The geographic mix in net revenue for the three months ended June 30, 2026 and 2025 was as follows:


	Three Months Ended June 30,
	2026		2025
	(dollars in thousands)
United States	$	497,121	$	464,882
United Kingdom	41,586		36,555
Other	92,876		96,692
Total	$	631,583	$	598,129

Expenses

Cost of services increased by $57.8 million, or 12.6%. Excluding the increase in Billable costs of $46.0 million, and the addition of $1.8 million of expenses from acquired entities, Cost of services increased $10.0 million, or only 2.9%, compared to Organic net revenue of 5.0%. The increase was driven by increases in Unbillable and other costs, net and staff costs to support the growth of Net revenue.

Office and general expenses increased $30.7 million, primarily attributable to non-cash Deferred acquisition consideration, as discussed below, and due to higher software licensing fees from investments in automation and AI intended to improve workflow efficiency and support future margin expansion.

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Deferred acquisition consideration increased $12.1 million, primarily attributable to strong performance at certain acquired Brands, which increased the fair value of the related deferred acquisition consideration liabilities, partially offset by a reduction in the fair value of the liabilities associated with certain other Brands driven by performance timing.

Operating Income

Operating income decreased by $11.6 million, or 50.2%, and operating margin decreased to 1.8% from 3.9%. The decrease was driven by a $13.3 million increase in non-cash expenses of Stock-based compensation, Depreciation and amortization, and Deferred Acquisition consideration expenses and a 12.8 million increase in Other items, net, related to non‑recurring tax and insurance adjustments. These increases were partially offset by Net revenue growth of $33.5 million, or 5.6%, while Staff, Administrative, and Unbillable and other costs, net increased only $19.1 million, or 3.8%, resulting in a 1.4 percentage point improvement in those costs as a percentage of Net revenue.

Interest Expense, Net

Interest expense, net for the three months ended June 30, 2026 was $22.3 million, compared to $23.5 million for the three months ended June 30, 2025, a decrease of $1.1 million. This decrease was primarily attributable to a lower average interest rate, partially offset by higher levels of debt outstanding under the Credit Agreement (as defined and discussed in Note 7 of the Notes to the Unaudited Consolidated Financial Statements included herein) used to support the growth in working capital attributable to the growth of Net revenue of the business.

Foreign Exchange, Net

The foreign exchange gain for the three months ended June 30, 2026 was $0.6 million, compared to a loss of $1.3 million for the three months ended June 30, 2025. The $1.9 million improvement was primarily driven by foreign exchange gains realized by our Brands operating in Canada, partially offset by foreign exchange losses incurred by our Brands operating in Europe during the same period.

Income Tax (Benefit) Expense

Noncontrolling and Redeemable Noncontrolling Interests

The effect of noncontrolling and redeemable noncontrolling interests for the three months ended June 30, 2026 was a loss of $0.6 million, compared to income of $0.6 million for the three months ended June 30, 2025. The change reflects the mix of income and loss generated by entities that are not wholly owned by the Company.

Net Loss Attributable to Stagwell Inc. Common Shareholders

As a result of the foregoing, net loss attributable to Stagwell Inc. common shareholders for the three months ended June 30, 2026 was $8.1 million, compared to a net loss of $5.3 million for the three months ended June 30, 2025.

Adjusted EBITDA

Adjusted EBITDA increased by $14.4 million or 15.3% and Adjusted EBITDA margin as a percentage of Net revenue increased to 17.2% from 15.8%. The increase was driven by Net revenue growth of $33.5 million, or 5.6%, while Staff costs increased only $3.1 million, resulting in a 2.9 percentage point improvement in Staff costs as a percentage of Net revenue. These benefits were partially offset by an increase of $7.9 million in Administrative costs and $8.0 million in Unbillable and other costs, net, as explained above.

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Earnings Per Share

Diluted EPS and Adjusted Diluted EPS for the three months ended June 30, 2026 were as follows:


	GAAP		Adjustments (1)		Non-GAAP
	(amounts in thousands, except per share amounts)
Net income (loss) attributable to Stagwell Inc. common shareholders and adjusted net income	$	(8,116)	$	69,381	$	61,265

Diluted - Weighted average number of common shares outstanding	245,908		—		245,908

Diluted EPS and Adjusted Diluted EPS (1)	$	(0.03)			$	0.25

Adjustments to Net income (loss)
Amortization			$	38,352

Stock-based compensation			18,567
Deferred acquisition consideration			8,837
Other items, net (2)			25,782
			$	91,538
Adjustment to GAAP income tax expense (3)			(22,157)
			$	69,381

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

(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 benefit of $0.3 million at an effective tax rate of 3.8% on a GAAP basis and the income tax expense of $21.8 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.

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Diluted EPS and Adjusted Diluted EPS for the three months ended June 30, 2025 were as follows:


	GAAP		Adjustments (1)		Non-GAAP
	(amounts in thousands, except per share amounts)
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(5,261)	$	51,386	$	46,125



Diluted - Weighted average number of common shares outstanding	260,774		—		260,774



Diluted EPS and Adjusted Diluted EPS (1)	$	(0.02)			$	0.18

Adjustments to Net income (loss)
Amortization			$	35,593

Stock-based compensation			19,954
Deferred acquisition consideration			(3,220)
Other items, net (2)			13,016
			$	65,343
Adjustment to GAAP income tax expense (3)			(13,957)
			$	51,386

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

(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 $2.7 million at an effective tax rate of (134.9)% on a GAAP basis and the income tax expense of $16.6 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.

Marketing Services

The components of operating results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


	Three Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	277,256	$	275,888	$	1,368	0.5	%
Operating expenses
Cost of services	190,662		186,385		4,277		2.3	%
Office and general expenses	50,439		49,454		985		2.0	%
Depreciation and amortization	12,426		12,422		4		—	%

	$	253,527	$	248,261	$	5,266	2.1	%
Operating income	$	23,729	$	27,627	$	(3,898)	(14.1)	%

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	Three Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	277,256			$	275,888			$	1,368	0.5	%
Billable costs	43,014				40,584				2,430		6.0	%
Net Revenue	234,242		100.0	%	235,304		100.0	%	(1,062)		(0.5)	%

Staff costs	131,354		56.1	%	134,397		57.1	%	(3,043)		(2.3)	%
Administrative costs	25,999		11.1	%	29,393		12.5	%	(3,394)		(11.5)	%
Unbillable and other costs, net	31,673		13.5	%	26,745		11.4	%	4,928		18.4	%
Adjusted EBITDA	45,216		19.3	%	44,769		19.0	%	447		1.0	%
Stock-based compensation	7,929		3.4	%	8,111		3.4	%	(182)		(2.2)	%
Depreciation and amortization	12,426		5.3	%	12,422		5.3	%	4		—	%
Deferred acquisition consideration	(1,969)		(0.8)	%	(6,867)		(2.9)	%	4,898		(71.3)	%

Other items, net	3,101		1.3	%	3,476		1.5	%	(375)		(10.8)	%
Operating income	$	23,729	10.1	%	$	27,627	11.7	%	$	(3,898)	(14.1)	%

Revenue

Revenue for the three months ended June 30, 2026 was $277.3 million, compared to $275.9 million for the three months ended June 30, 2025, an increase of $1.4 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Three Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Three Months Ended June 30, 2026		Organic	Total
	(dollars in thousands)
Marketing Services	$	235,304	$	624		$	(2,868)		$	1,182		$	(1,062)		$	234,242	0.5%	(0.5)%
Component % change			0.3		%	(1.2)		%	0.5		%	(0.5)		%

Organic net revenue increased by $1.2 million or 0.5% as growth in Research, Experiential, and Social was largely offset by the decline in Creative. Research benefited by new client wins and expanded relationships with communications, technology, and transportation and lodging clients including increased demand related to AI adoption. Creative declined as Billable costs increased while Revenue remained relatively the same, although several significant new client engagements began ramping up during the quarter. The impact of acquisitions and divestitures primarily reflected the divestiture of an Experiential brand, partially offset by the prior year acquisition of Jetfuel.

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Expenses

Cost of services increased by $4.3 million or 2.3%. Excluding a $2.4 million increase in Billable costs and a $1.2 million decrease related to acquired and divested entities, Cost of services increased $3.0 million, or 2.1%. The increase was driven by $4.9 million of higher Unbillable and other costs, net. Unbillable and other costs, net in Research increased $2.3 million, or 15.7%, compared to Organic net revenue growth of 14.1%. Additionally, Unbillable and other costs, net increased due to outsourced Creative costs and the expansion of Sport Beach within Experiential. This was reduced by a $1.5 million decrease in stock-based compensation expense.

Office and general expenses increased $1.0 million, primarily due to a non-cash $4.9 million increase in deferred acquisition consideration reflecting a decrease in the fair value of contingent consideration associated with a certain brand in the prior-year period. This increase was partially offset by lower staff costs from AI-enabled business optimization and cost reduction initiatives, as well as savings from the consolidation of the Company’s real estate footprint.

Operating Income

Operating income decreased $3.9 million, or 14.1%, and operating margin decreased to 10.1% from 11.7%. The decrease was driven by a $4.7 million increase in non-cash expenses for Stock-based compensation and Deferred acquisition consideration, and Net revenue decline of 1.1 million, or 0.5%. These were partially offset by the Staff, Administrative, and Unbillable and other costs, net decrease of $1.5 million, or 0.8%, resulting in a 0.3 percentage point improvement in those costs as a percentage of Net revenue.

Adjusted EBITDA

Adjusted EBITDA increased by $0.4 million or 1.0%, and Adjusted EBITDA margin as a percentage of Net revenue increased to 19.3% from 19.0%. The increase was driven by a $6.4 million, or 3.9%, decrease in Staff costs and Administrative costs, resulting in a 2.4 percentage point improvement in Staff costs and Administrative costs as a percentage of Net revenue. These benefits were partially offset by a decrease in Net revenue of $1.1 million, or 0.5%, and an increase of $4.9 million in Unbillable and other costs, net.

Digital Transformation

The components of operating results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


	Three Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	117,672	$	97,592	$	20,080	20.6	%
Operating expenses
Cost of services	68,884		60,560		8,324		13.7	%
Office and general expenses	27,451		20,818		6,633		31.9	%
Depreciation and amortization	5,907		5,873		34		0.6	%

	$	102,242	$	87,251	$	14,991	17.2	%
Operating income	$	15,430	$	10,341	$	5,089	49.2	%

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	Three Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	117,672			$	97,592			$	20,080	20.6	%
Billable costs	10,248				6,492				3,756		57.9	%
Net Revenue	107,424		100.0	%	91,100		100.0	%	16,324		17.9	%

Staff costs	67,316		62.7	%	63,537		69.7	%	3,779		5.9	%
Administrative costs	7,720		7.2	%	7,176		7.9	%	544		7.6	%
Unbillable and other costs, net	169		0.2	%	3		—	%	166		NM
Adjusted EBITDA	32,219		30.0	%	20,384		22.4	%	11,835		58.1	%
Stock-based compensation	3,656		3.4	%	759		0.8	%	2,897		381.7	%
Depreciation and amortization	5,907		5.5	%	5,873		6.4	%	34		0.6	%
Deferred acquisition consideration	6,949		6.5	%	2,575		2.8	%	4,374		169.9	%

Other items, net	277		0.3	%	836		0.9	%	(559)		(66.9)	%
Operating income	$	15,430	14.4	%	$	10,341	11.4	%	$	5,089	49.2	%

Revenue

Revenue for the three months ended June 30, 2026 was $117.7 million, compared to $97.6 million for the three months ended June 30, 2025, an increase of $20.1 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2026, compared to the three months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Three Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Three Months Ended June 30, 2026		Organic	Total
	(dollars in thousands)
Digital Transformation	$	91,100	$	(251)		$	—		$	16,575		$	16,324		$	107,424	18.2%	17.9%
Component % change			(0.3)		%	—		%	18.2		%	17.9		%

Organic net revenue increased by $16.6 million, or 18.2%. The increase was led by a $13.8 million increase in Strategy and Design driven by increased demand for AI-related services, expanded marketing‑technology transformation work with technology‑sector clients, additional scope on existing engagements, and new client wins, including several large enterprise engagements. Development and Implementation increased by $2.2 million, reflecting revenue synergies from the integration of recently combined agencies, growth in recurring retainers, higher renewal rates, and continued demand for staff-augmentation services. Digital Activation increased by $2.3 million, driven by expanded enterprise software activation engagements, additional work with existing enterprise clients, and new program activity, partially offset by the completion of certain prior‑year engagements.

Expenses

Cost of services increased $8.3 million or 13.7%. Excluding a $3.8 million increase in Billable costs, Cost of services increased $4.6 million, or 8.5%, approximately half the 18.2% increase in Organic net revenue. The Organic net revenue growth outpacing higher staff costs reflects improvement in the operating leverage due to cost reduction initiatives and labor market conditions.

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Office and general expenses increased by $6.6 million, including non-cash adjustments of $4.4 million from higher Deferred acquisition consideration and $2.9 million from higher Stock-based compensation. Deferred acquisition consideration increased due to the 2026 performance of a certain acquired brand, which raised the fair value of the related liability. Stock-based compensation increased because a greater proportion of annual incentive compensation was allocated to stock-based awards than in the prior year.

Operating Income

Operating income increased $5.1 million, or 49.2%, and operating margin increased to 14.4% from 11.4%. The increase was driven by Net revenue growth of $16.3 million, or 17.9%. This increase was partially offset by a $7.3 million increase in non-cash expenses explained above and a $4.5 million increase in Staff, Administrative, and Unbillable and other costs, net. These cumulative expenses only increased 14.8%, resulting in a 2.3 percentage point improvement in those costs as a percentage of Net revenue.

Adjusted EBITDA

Adjusted EBITDA increased by $11.8 million or 58.1% and Adjusted EBITDA margin as a percentage of Net revenue increased to 30.0% from 22.4%. The increase was driven by Net revenue growth of $16.3 million, or 17.9%, while Staff, Administrative, and Unbillable and other costs, net only increased $4.5 million, or 6.4%, improving these costs as a percentage of Net revenue by 7.6 percentage points.

Media & Commerce

The components of operating results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


	Three Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	179,943	$	164,025	$	15,918	9.7	%
Operating expenses
Cost of services	114,302		97,323		16,979		17.4	%
Office and general expenses	56,404		58,303		(1,899)		(3.3)	%
Depreciation and amortization	7,994		7,538		456		6.0	%

	$	178,700	$	163,164	$	15,536	9.5	%
Operating income	$	1,243	$	861	$	382	44.4	%

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	Three Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	179,943			$	164,025			$	15,918	9.7	%
Billable costs	25,273				13,061				12,212		93.5	%
Net Revenue	154,670		100.0	%	150,964		100.0	%	3,706		2.5	%

Staff costs	98,710		63.8	%	98,038		64.9	%	672		0.7	%
Administrative costs	24,738		16.0	%	24,325		16.1	%	413		1.7	%
Unbillable and other costs, net	15,130		9.8	%	13,395		8.9	%	1,735		13.0	%
Adjusted EBITDA	16,092		10.4	%	15,206		10.1	%	886		5.8	%
Stock-based compensation	497		0.3	%	868		0.6	%	(371)		(42.7)	%
Depreciation and amortization	7,994		5.2	%	7,538		5.0	%	456		6.0	%
Deferred acquisition consideration	1,537		1.0	%	2,812		1.9	%	(1,275)		(45.3)	%

Other items, net	4,821		3.1	%	3,127		2.1	%	1,694		54.2	%
Operating income	$	1,243	0.8	%	$	861	0.6	%	$	382	44.4	%

Revenue

Revenue for the three months ended June 30, 2026 was $179.9 million, compared to $164.0 million for the three months ended June 30, 2025, an increase of $15.9 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Three Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Three Months Ended June 30, 2026		Organic	Total
	(dollars in thousands)
Media & Commerce	$	150,964	$	(73)		$	2,221		$	1,558		$	3,706		$	154,670	1.0%	2.5%
Component % change			—		%	1.5		%	1.0		%	2.5		%

Organic net revenue increased by $1.6 million or 1.0%, primarily due to a $3.8 million, or 11.4% increase in Media Platforms. The increase reflected higher connected television advertising for the World Cup, expansion of in-flight connectivity products across additional airline partners and growth in travel media publications. These increases were partially offset by reduced marketing spend in the Middle East due to ongoing conflict. The impact of acquisitions and divestitures reflected the prior year acquisition of ADK.

Expenses

Cost of services increased by $17.0 million or 17.4%. Excluding the $12.2 million increase in Billable costs and a $1.9 million of expenses from acquired entities, Cost of services increased $2.9 million, or 3.4%, primarily attributable to the $1.7 million, or 13.0%, increase in Unbillable and other costs, net. The increase in Unbillable and other costs, net was primarily due to a 11.4% increase in Organic net revenue in Media Platforms.

Office and general expenses decreased $1.9 million, primarily due to lower Deferred acquisition consideration and cost discipline across the services lines. Deferred acquisition consideration decreased $1.3 million, primarily due to a lower year-over-year fair-value non-cash adjustment from a certain acquired brand. The prior-year period reflected a larger increase in the fair value of the liability driven by that brand's 2025 performance. Ongoing cost reduction initiatives across the segment also contributed to the decrease.

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Operating Income

Operating income increased $0.4 million, or 44.4%, and operating margin improved to 0.8% from 0.6%. The increase was driven by Net revenue growth of $3.7 million, or 2.5%, and a net decrease of $1.2 million primarily due to a non-cash adjustment explained above. These were partially offset by the increase of Staff, Administrative, and Unbillable and other costs, net of $2.8 million, or 2.1%, resulting in a 0.3 percentage point improvement in those costs as a percentage of Net revenue.

Adjusted EBITDA

Adjusted EBITDA increased $0.9 million, or 5.8%, and Adjusted EBITDA margin as a percentage of Net revenue increased to 10.4% from 10.1%. The increase was driven by Net revenue growth of $3.7 million, or 2.5%, while Staff, Administrative, and Unbillable and other costs, net increased only $2.8 million, improving these costs as a percentage of Net revenue by 0.3 percentage points.

Communications

The components of operating results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


	Three Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	188,426	$	146,180	$	42,246	28.9	%
Operating Expenses
Cost of services	130,835		102,855		27,980		27.2	%
Office and general expenses	29,061		20,527		8,534		41.6	%
Depreciation and amortization	6,189		6,390		(201)		(3.1)	%

	$	166,085	$	129,772	$	36,313	28.0	%
Operating income	$	22,341	$	16,408	$	5,933	36.2	%


	Three Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	188,426			$	146,180			$	42,246	28.9	%
Billable costs	76,337				48,548				27,789		57.2	%
Net Revenue	112,089		100.0	%	97,632		100.0	%	14,457		14.8	%

Staff costs	61,197		54.6	%	57,311		58.7	%	3,886		6.8	%
Administrative costs	14,179		12.6	%	11,530		11.8	%	2,649		23.0	%
Unbillable and other costs, net	1,819		1.6	%	2,584		2.6	%	(765)		(29.6)	%
Adjusted EBITDA	34,894		31.1	%	26,207		26.8	%	8,687		33.1	%
Stock-based compensation	2,513		2.2	%	4,133		4.2	%	(1,620)		(39.2)	%
Depreciation and amortization	6,189		5.5	%	6,390		6.5	%	(201)		(3.1)	%
Deferred acquisition consideration	1,760		1.6	%	(2,376)		(2.4)	%	4,136		NM

Other items, net	2,091		1.9	%	1,652		1.7	%	439		26.6	%
Operating income	$	22,341	19.9	%	$	16,408	16.8	%	$	5,933	36.2	%

Revenue

Revenue for the three months ended June 30, 2026 was $188.4 million, compared to $146.2 million for the three months ended June 30, 2025, an increase of $42.2 million.

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Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2026, compared to the three months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Three Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Three Months Ended June 30, 2026		Organic		Total
	(dollars in thousands)
Communications	$	97,632	$	229		$	2,373		$	11,855		$	14,457		$	112,089	12.1	%	14.8	%
Component % change			0.2		%	2.4		%	12.1		%	14.8		%

Organic net revenue increased by $11.9 million, or 12.1%, primarily due to growth in corporate public affairs consulting and the transition into an on-cycle U.S. election year. Compared with the prior year off-cycle period, increased demand for corporate public affairs consulting, political fundraising, and early primary‑campaign activity generated higher volumes of digital, texting, advertising, and direct‑mail production work. New client wins and expanded engagements with existing clients also contributed to the increase. These benefits were partially offset by lower activity in the international strategic advisory practice due to geopolitical uncertainty in the Middle East, and lower demand for certain integrated communications and research offerings, partially mitigated by growth in influencer and event‑based work. The impact of acquisitions and divestitures reflected Wavelength.

Expenses

Cost of services increased $28.0 million or 27.2%, primarily due to a $27.8 million increase in Billable costs associated with higher activity. Excluding Billable costs and $1.1 million of expenses from acquired entities, Cost of services decreased $0.9 million or 1.6% compared to Organic net revenue growth of 12.1%, reflecting ongoing cost reduction initiatives, including the transition of certain functions to shared services and AI-enabled workflow efficiencies.

Office and general expenses increased $8.5 million, due to costs to support Net revenue growth and a $4.1 million increase in deferred acquisition consideration. The increase reflected a prior year decrease in the fair value of the related liability for a certain Brand due to timing of its 2025 performance.

Operating Income

Operating income increased $5.9 million, or 36.2%, and operating margin increased to 19.9% from 16.8%. The increase was driven by Net revenue growth of $14.5 million, or 14.8%. This increase was partially offset by a $2.3 million increase in the non-cash adjustment to Stock-based compensation, Deferred acquisition consideration, and Depreciation and amortization, and a $5.8 million increase in Staff, Administrative, and Unbillable and other costs, net. These cumulative expenses only increased 10.2%, resulting in a 3.3 percentage point improvement in those costs as a percentage of Net revenue.

Adjusted EBITDA

Adjusted EBITDA increased by $8.7 million, or 33.1% and Adjusted EBITDA margin as a percentage of Net revenue increased to 31.1% from 26.8%. The increase was driven by Net revenue growth of $14.5 million, or 14.8%, This increase was partially offset by a $5.8 million, or 8.1%, increase in Staff, Administrative, and Unbillable and other costs, net, resulting in a 4.3 percentage point improvement in Staff, Administrative, and Unbillable and other costs, net as a percentage of Net revenue.

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The Marketing Cloud

The components of operating results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


	Three Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	27,380	$	25,276	$	2,104	8.3	%
Operating Expenses
Cost of services	15,523		14,133		1,390		9.8	%
Office and general expenses	18,130		13,702		4,428		32.3	%
Depreciation and amortization	6,222		5,923		299		5.0	%

	$	39,875	$	33,758	$	6,117	18.1	%
Operating loss	$	(12,495)	$	(8,482)	$	(4,013)	47.3	%


	Three Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	27,380			$	25,276			$	2,104	8.3	%
Billable costs	2				4				(2)		(50.0)	%
Net Revenue	27,378		100.0	%	25,272		100.0	%	2,106		8.3	%

Staff costs	18,085		66.1	%	17,136		67.8	%	949		5.5	%
Administrative costs	7,201		26.3	%	3,313		13.1	%	3,888		117.4	%
Unbillable and other costs, net	7,370		26.9	%	5,403		21.4	%	1,967		36.4	%
Adjusted EBITDA	(5,278)		(19.3)	%	(580)		(2.3)	%	(4,698)		810.0	%
Stock-based compensation	391		1.4	%	132		0.5	%	259		196.2	%
Depreciation and amortization	6,222		22.7	%	5,923		23.4	%	299		5.0	%
Deferred acquisition consideration	560		2.0	%	636		2.5	%	(76)		(11.9)	%

Other items, net	44		0.2	%	1,211		4.8	%	(1,167)		(96.4)	%
Operating loss	$	(12,495)	(45.6)	%	$	(8,482)	(33.6)	%	$	(4,013)	47.3	%

Revenue

Revenue for the three months ended June 30, 2026 was $27.4 million, compared to $25.3 million for the three months ended June 30, 2025, an increase of $2.1 million.

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Net Revenue

The components of the fluctuations in net revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Three Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Three Months Ended June 30, 2026		Organic		Total
	(dollars in thousands)
The Marketing Cloud	$	25,272	$	1,072		$	—		$	1,034		$	2,106		$	27,378	4.1	%	8.3	%
Component % change			4.2		%	—		%	4.1		%	8.3		%

Organic net revenue increased by $1.0 million or 4.1%, driven by growth in Research. The increases reflected higher demand from new and existing consumer products and financial services clients, increased platform utilization and the introduction of additional subscription-based service offerings.

Expenses

Office and general expenses increased $4.4 million, primarily due to higher costs to support product development, customer adoption and the continued growth of the business.

Operating Loss

Operating loss increased $4.0 million or 47.3%, and operating margin decreased to (45.6)% from (33.6)%. The decrease was driven by an increase of $6.8 million, or 26.3%, in Staff, Administrative, and Unbillable and other costs, net. This increase was partially offset by an increase in Net Revenue of $2.1 million, or 8.3%, resulting in a 17.0 percentage point deterioration in those costs as a percentage of Net revenue.

Adjusted EBITDA

Adjusted EBITDA decreased by $4.7 million, or 810.0%, and Adjusted EBITDA margin as a percentage of Net revenue decreased to (19.3)% from (2.3)%. The decrease was driven by an increase of $6.8 million, or 26.3%, in Staff, Administrative, and Unbillable and other costs, net. This increase was partially offset by an increase in Net Revenue of $2.1 million, or 8.3%, resulting in a 17.0 percentage point deterioration in those costs as a percentage of Net revenue.

Corporate

The components of operating results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 were as follows:


	Three Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Staff costs	$	16,805	$	12,977	$	3,828	29.5	%
Administrative costs	4,504		(1,299)		5,803		NM

Adjusted EBITDA	(21,309)		(11,678)		(9,631)		82.5	%
Stock-based compensation	3,581		5,951		(2,370)		(39.8)	%
Depreciation and amortization	5,172		3,223		1,949		60.5	%

Other items, net	8,133		2,714		5,419		199.7	%
Operating loss	$	(38,195)	$	(23,566)	$	(14,629)	62.1	%

Expenses

Staff costs increased by $3.8 million, primarily attributable to an increase in headcount to support the implementation of a standardized shared services platform to optimize cost structures and support future growth and higher healthcare-related insurance claims.

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Administrative costs increased $5.8 million, primarily due to a $11.1 million increase in computer software and licensing fees reflecting investments in automation and AI intended to improve workflow efficiency and support future margin expansion, partially offset by a $4.4 million decrease resulting from a higher allocation of Corporate’s administrative costs to the Brands through the implementation of the shared services platform, which leverages Stagwell's scale and buying power to reduce overall costs and drive centralized service efficiencies reflected in the Brands’ income statements. These costs include rent, IT services, accounting services, financial operations services, and business applications.

Operating Loss

Operating loss for the three months ended June 30, 2026 was $38.2 million compared to $23.6 million for the three months ended June 30, 2025, representing an increase of $14.6 million, primarily attributable to higher expenses, as discussed above.

SIX MONTHS ENDED JUNE 30, 2026 COMPARED TO SIX MONTHS ENDED JUNE 30, 2025

Consolidated Results of Operations

The components of operating results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


	Six Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	1,490,450	$	1,358,558	$	131,892	9.7	%
Operating expenses
Cost of services	976,595		871,303		105,292		12.1	%
Office and general expenses	404,381		362,423		41,958		11.6	%
Depreciation and amortization	88,286		83,375		4,911		5.9	%

	$	1,469,262	$	1,317,101	$	152,161	11.6	%
Operating income	$	21,188	$	41,457	$	(20,269)	(48.9)	%


	Six Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	1,490,450			$	1,358,558			$	131,892	9.7	%
Billable costs	274,243				196,242				78,001		39.7	%
Net revenue	1,216,207		100.0	%	1,162,316		100.0	%	53,891		4.6	%


Staff costs	764,568		62.9	%	749,532		64.5	%	15,036		2.0	%
Administrative costs	156,715		12.9	%	147,836		12.7	%	8,879		6.0	%
Unbillable and other costs, net	96,552		7.9	%	88,364		7.6	%	8,188		9.3	%
Adjusted EBITDA	198,372		16.3	%	176,584		15.2	%	21,788		12.3	%
Stock-based compensation	32,815		2.7	%	31,497		2.7	%	1,318		4.2	%
Depreciation and amortization	88,286		7.3	%	83,375		7.2	%	4,911		5.9	%
Deferred acquisition consideration	19,091		1.6	%	3,437		0.3	%	15,654		455.5	%

Other items, net (1)	36,992		3.0	%	16,818		1.4	%	20,174		120.0	%
Operating income (2)	$	21,188	1.7	%	$	41,457	3.6	%	$	(20,269)	(48.9)	%

(1) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(2) See the Results of Operations section above for a reconciliation of Operating income to Net loss attributable to Stagwell Inc. common shareholders.
*Consolidated amounts in the table above are net of eliminations.

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Revenue

Revenue for the six months ended June 30, 2026 was $1,490.5 million, compared to $1,358.6 million for the six months ended June 30, 2025, an increase of $131.9 million.

Net Revenue

The components of the fluctuations in Net revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Six Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Six Months Ended June 30, 2026		Organic		Total
	(dollars in thousands)
Marketing Services	$	451,534	$	3,263		$	(3,744)		$	765		$	284		$	451,818	0.2	%	0.1	%
Digital Transformation	179,604		(385)			3,227			21,487			24,329			203,933		12.0	%	13.5	%
Media & Commerce	297,152		2,286			4,185			542			7,013			304,165		0.2	%	2.4	%
Communications	188,613		969			2,613			16,668			20,250			208,863		8.8	%	10.7	%
The Marketing Cloud	49,371		2,540			—			1,966			4,506			53,877		4.0	%	9.1	%
Corporate, eliminations and other	(3,958)		1			—			(2,492)			(2,491)			(6,449)		63.0	%	62.9	%
	$	1,162,316	$	8,674		$	6,281		$	38,936		$	53,891		$	1,216,207	3.3	%	4.6	%
Component % change			0.7		%	0.5		%	3.3		%	4.6		%

For the six months ended June 30, 2026, organic net revenue increased by $38.9 million, or 3.3%. Digital Transformation grew $21.5 million, reflecting higher demand for AI‑related services and marketing‑technology transformation among technology‑sector clients. Communications grew $16.7 million as it entered an on‑cycle U.S. election year, which increased public affairs activity across digital, advertising, direct‑mail, and political fundraising work. Marketing Services, Media & Commerce, and The Marketing Cloud each contributed additional growth from new client wins, higher platform utilization, and subscription‑based offerings. These increases were partially offset by reduced client spending in the Middle East related to the ongoing conflict.

The increase in net acquisitions (divestitures) was impacted by the prior year acquisitions of Jetfuel, Create Group Holding Limited (“Create”), and ADK, and current year acquisition of Wavelength, which expanded the Company’s capabilities in experiential marketing, digital communications, and integrated marketing in APAC region, and digital advocacy and communications, respectively, partially offset by the divestiture of a Brand in the Marketing Services segment.

The geographic mix in Net revenue for the six months ended June 30, 2026 and 2025 was as follows:


	Six Months Ended June 30,
	2026		2025
	(dollars in thousands)
United States	$	951,038		$	905,523
United Kingdom	81,703			72,859
Other	183,466			183,934
Total	$	1,216,207		$	1,162,316

Expenses

Cost of services increased by $105.3 million, or 12.1%. Excluding the increase in Billable costs of $78.0 million and the addition of $5.2 million of expenses from acquired entities, Cost of services increased $22.1 million, or 3.3%, which is in line with the increase in Organic net revenue of 3.3%. The increase was driven by increases in Unbillable and other costs, net and staff costs to support the growth of Net revenue.

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Office and general expenses increased by $42.0 million. Excluding the addition of expenses of acquired entities of $4.7 million, Office and general expenses increased $37.2 million, primarily attributable to a non-cash adjustment to Deferred acquisition consideration, as discussed below, and due to higher software licensing fees from investments in automation and AI intended to improve workflow efficiency and support future margin expansion.

Deferred acquisition consideration increased by $15.7 million, primarily attributable to strong performance at certain acquired Brands, which increased the fair value of the related deferred acquisition consideration liabilities, partially offset by a reduction in the fair value of the liabilities associated with certain other Brands driven by performance timing.

Operating Income

Operating income decreased by $20.3 million, or 48.9%, and operating margin decreased to 1.7% from 3.6%. The decrease was driven by a $21.9 million increase in a non‑cash adjustment explained above and a $20.2 million increase in Other items, net, related to non‑recurring tax and insurance adjustments in 2026 and a non-recurring gain on lease termination in 2025. These increases were partially offset by Net revenue growth of $53.9 million, or 4.6%, while Staff, Administrative, and Unbillable and other costs, net increased only by $32.1 million, or 3.3%, resulting in a 1.1 percentage point improvement in those costs as a percentage of Net revenue.

Interest Expense, Net

Interest expense, net for the six months ended June 30, 2026 was $45.6 million, compared to $46.8 million for the six months ended June 30, 2025, a decrease of $1.2 million. This decrease was primarily attributable to a lower average interest rate, partially offset by higher levels of debt outstanding under the Credit Agreement used to support the growth in working capital attributable to the growth of Net revenue of the business.

Foreign Exchange, Net

The foreign exchange loss for the six months ended June 30, 2026, was $2.4 million, compared to a loss of $0.1 million for the six months ended June 30, 2025. The $2.3 million unfavorable change was largely attributable to foreign exchange losses incurred by our European Brands, partially mitigated by foreign exchange gains realized by our Canadian Brands relative to the prior-year period.

Income Tax (Benefit) Expense

Noncontrolling and Redeemable Noncontrolling Interests

The effect of Noncontrolling and redeemable noncontrolling interests for the six months ended June 30, 2026 was a loss of $1.6 million, compared to a loss of $1.8 million for the six months ended June 30, 2025. The amounts were driven by the mix of income and loss derived from entities not entirely owned by the Company. Additionally, the change was driven by the Class C Exchange during the second quarter of 2025, which increased the loss allocated to Stagwell Inc.’s common shareholders.

Net Loss Attributable to Stagwell Inc. Common Shareholders

As a result of the foregoing, Net loss attributable to Stagwell Inc. common shareholders for the six months ended June 30, 2026 was $21.1 million, compared to a net loss of $8.2 million for the six months ended June 30, 2025.

Adjusted EBITDA

Adjusted EBITDA increased by $21.8 million, or 12.3% and Adjusted EBITDA margin as a percentage of Net revenue expanded to 16.3% from 15.2%. The increase was driven by Net revenue growth of $53.9 million, or 4.6%, while Staff costs increased only $15.0 million, resulting in a 1.6 percentage point improvement in Staff costs as a percentage of Net revenue. These benefits were partially offset by an increase of $8.9 million in Administrative costs and $8.2 million in Unbillable and other costs, net as explained above.

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Earnings Per Share

Diluted EPS and Adjusted Diluted EPS for the six months ended June 30, 2026 were as follows:


	GAAP		Adjustments		Non-GAAP
	(amounts in thousands, except per share amounts)
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(21,089)	$	125,775	$	104,686



Diluted - Weighted average number of common shares outstanding	248,328		—		248,328



Diluted EPS and Adjusted Diluted EPS (1)	$	(0.08)			$	0.42

Adjustments to Net income (loss)
Amortization			$	77,270

Stock-based compensation			32,815
Deferred acquisition consideration			19,091

Other items, net (2)			36,992
			$	166,168
Adjustment to GAAP income tax expense (3)			(40,393)
			$	125,775

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

(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 benefit of $3.2 million at an effective tax rate of 12.5% on a GAAP basis and the income tax expense of $37.2 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.

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Diluted EPS and Adjusted Diluted EPS for the six months ended June 30, 2025 were as follows:


	GAAP		Adjustments		Non-GAAP
	(amounts in thousands, except per share amounts)
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(8,178)	$	95,596	$	87,418
Net income (loss) attributable to Class C shareholders	(6,637)		—		(6,637)
Net income (loss) attributable to Stagwell Inc. and Class C shareholders and adjusted net income	$	(14,815)	$	95,596	$	80,781

Diluted - Weighted average number of common shares outstanding	186,843		—		186,843
Weighted average number of shares of Class C Common Stock outstanding	78,757		—		78,757
Diluted - Weighted average number of shares outstanding	265,600		—		265,600

Diluted EPS and Adjusted Diluted EPS (1)	$	(0.06)			$	0.30

Adjustments to Net income (loss)
Amortization			$	68,574

Stock-based compensation			31,497
Deferred acquisition consideration			3,437

Other items, net (2)			16,818
			$	120,326
Adjustment to GAAP income tax expense (3)			(24,730)
			$	95,596

(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.

(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 $4.4 million at an effective tax rate of (78.7)% on a GAAP basis and the income tax expense of $29.1 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.

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Marketing Services

The components of operating results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


	Six Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	528,034	$	524,940	$	3,094	0.6	%
Operating expenses
Cost of services	355,883		343,552		12,331		3.6	%
Office and general expenses	98,847		99,895		(1,048)		(1.0)	%
Depreciation and amortization	24,908		26,736		(1,828)		(6.8)	%

	$	479,638	$	470,183	$	9,455	2.0	%
Operating income	$	48,396	$	54,757	$	(6,361)	(11.6)	%


	Six Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	528,034			$	524,940			$	3,094	0.6	%
Billable costs	76,216				73,406				2,810		3.8	%
Net revenue	451,818		100.0	%	451,534		100.0	%	284		0.1	%


Staff costs	263,543		58.3	%	262,726		58.2	%	817		0.3	%
Administrative costs	48,731		10.8	%	56,503		12.5	%	(7,772)		(13.8)	%
Unbillable and other costs, net	49,353		10.9	%	43,571		9.6	%	5,782		13.3	%
Adjusted EBITDA	90,191		20.0	%	88,734		19.7	%	1,457		1.6	%
Stock-based compensation	12,932		2.9	%	10,592		2.3	%	2,340		22.1	%
Depreciation and amortization	24,908		5.5	%	26,736		5.9	%	(1,828)		(6.8)	%
Deferred acquisition consideration	(1,969)		(0.4)	%	(4,284)		(0.9)	%	2,315		(54.0)	%

Other items, net	5,924		1.3	%	933		0.2	%	4,991		534.9	%
Operating income	$	48,396	10.7	%	$	54,757	12.1	%	$	(6,361)	(11.6)	%

Revenue

Revenue for the six months ended June 30, 2026 was $528.0 million, compared to $524.9 million for the six months ended June 30, 2025, an increase of $3.1 million.

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Net Revenue

The components of the fluctuations in Net revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Six Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Six Months Ended June 30, 2026		Organic		Total
	(dollars in thousands)
Marketing Services	$	451,534	$	3,263		$	(3,744)		$	765		$	284		$	451,818	0.2	%	0.1	%
Component % change			0.7		%	(0.8)		%	0.2		%	0.1		%

Organic net revenue increased by $0.8 million, or 0.2%, as growth in Research and Social was largely offset by the declines in Creative and Experiential. Research benefited by new client wins and expanded client relationships across the technology, financial services and professional services sectors, including increased demand related to AI adoption. Creative declined as billable costs increased while Revenue remained relatively flat although several significant new client engagements began ramping up during the year. Experiential declined where reduced beverage and spirits client spending was partially offset by demand for large-scale activations through the Sport Beach business. The impact of acquisitions and divestitures primarily reflected the divestiture of an experiential brand, partially offset by the prior year acquisition of Jetfuel.

Expenses

Cost of services increased by $12.3 million or 3.6%. Excluding $2.8 million increase in Billable costs and a $1.8 million decrease related to acquired and divested entities, Cost of services increased $11.3 million or 4.3%. The increase was primarily driven by $5.8 million of higher Unbillable and other costs, net, and a $5.7 million increase in staff costs, primarily attributable to Research where Unbillable and other costs, net and staff costs increased a combined $5.9 million, or 10.6% compared to 10.7% increase in Organic net revenue growth. Additionally, Creative and Experiential contributed $3.6 million in Unbillable and other costs, net due to outsourced Creative costs and the expansion of Sport Beach within Experiential.

Other items, net increased $5.0 million, primarily attributable to a lease termination during the first quarter of 2025 as part of the real estate consolidation initiatives resulting in a gain of $3.5 million, and an increase in severance of $0.8 million.

Operating Income

Operating income decreased $6.4 million, or 11.6%, and operating margin decreased to 10.7% from 12.1%. The decrease was driven by an increase of $5.0 million in Other items, net and $2.8 million increase in non-cash expenses for Stock-based compensation, Deferred acquisition consideration, and Depreciation and amortization, resulting in a 1.7 percentage point deterioration in those costs as a percentage of Net revenue. These expenses were partially offset by a decrease in Staff, Administrative, and Unbillable and other costs, net of $1.2 million and an increase in Net revenue of $0.3 million.

Adjusted EBITDA

Adjusted EBITDA increased by $1.5 million, or 1.6%, and Adjusted EBITDA margin as a percentage of Net revenue increased to 20.0% from 19.7%. The increase was driven by a decrease in Staff, Administrative, and Unbillable and other costs, net of $1.2 million and an increase in Net revenue of $0.3 million, or 0.1%. The decreases in expense resulted in a 0.3 percentage point improvement in Staff, Administrative, and Unbillable and other costs, net as a percentage of Net revenue.

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Digital Transformation

The components of operating results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


	Six Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	219,138	$	188,479	$	30,659	16.3	%
Operating expenses
Cost of services	130,312		114,796		15,516		13.5	%
Office and general expenses	47,591		39,288		8,303		21.1	%
Depreciation and amortization	11,755		11,318		437		3.9	%

	$	189,658	$	165,402	$	24,256	14.7	%
Operating income	$	29,480	$	23,077	$	6,403	27.7	%


	Six Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	219,138			$	188,479			$	30,659	16.3	%
Billable costs	15,205				8,875				6,330		71.3	%
Net revenue	203,933		100.0	%	179,604		100.0	%	24,329		13.5	%


Staff costs	131,883		64.7	%	122,764		68.4	%	9,119		7.4	%
Administrative costs	14,108		6.9	%	12,617		7.0	%	1,491		11.8	%
Unbillable and other costs, net	292		0.1	%	765		0.4	%	(473)		(61.8)	%
Adjusted EBITDA	57,650		28.3	%	43,458		24.2	%	14,192		32.7	%
Stock-based compensation	4,693		2.3	%	2,146		1.2	%	2,547		118.7	%
Depreciation and amortization	11,755		5.8	%	11,318		6.3	%	437		3.9	%
Deferred acquisition consideration	10,102		5.0	%	5,855		3.3	%	4,247		72.5	%

Other items, net	1,620		0.8	%	1,062		0.6	%	558		52.5	%
Operating income	$	29,480	14.5	%	$	23,077	12.8	%	$	6,403	27.7	%

Revenue

Revenue for the six months ended June 30, 2026 was $219.1 million, compared to $188.5 million for the six months ended June 30, 2025, an increase of $30.7 million.

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Net Revenue

The components of the fluctuations in Net revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Six Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Six Months Ended June 30, 2026		Organic		Total
	(dollars in thousands)
Digital Transformation	$	179,604	$	(385)		$	3,227		$	21,487		$	24,329		$	203,933	12.0	%	13.5	%
Component % change			(0.2)		%	1.8		%	12.0		%	13.5		%

Organic net revenue increased by $21.5 million, or 12.0%. The increase was led by a $14.5 million increase in Strategy and Design, driven by increased demand for AI-related services, expanded marketing‑technology transformation work with technology‑sector clients, additional scope on existing engagements and new client wins, including several large enterprise engagements. Development and Implementation increased by $4.0 million, reflecting revenue synergies from the integration of recently combined agencies, growth in recurring retainers, higher renewal rates, and continued demand for staff-augmentation services. Digital Activation increased by $5.1 million, driven by expanded enterprise software activation engagements, additional work with existing enterprise clients, and new program activity, partially offset by the completion of certain prior‑year engagements. The impact of acquisitions and divestitures primarily reflected the prior year acquisition of Create.

Expenses

Cost of services increased $15.5 million or 13.5%. Excluding a $6.3 million increase in Billable costs and $1.8 million in expenses from acquired entities, Cost of services increased $7.4 million, or 7.1%, approximately half the 12.0% increase in Organic net revenue. This resulted in operating leverage as higher staff costs supported Net revenue growth and were partially offset by cost reduction initiatives and labor market conditions.

Office and general expenses increased by $8.3 million primarily due to non-cash expenses resulting from an increase in Deferred acquisition consideration expense and an increase in Stock-based compensation. Deferred acquisition consideration increased by $4.2 million, primarily attributable to strong performance in a certain acquired Brand in 2026, causing an increase in the fair value of the deferred acquisition consideration liability of that Brand. Stock-based compensation increased by $2.5 million, primarily due to a greater proportion of the annual incentive compensation being allocated to stock-based awards compared to last year.

Operating Income

Operating income increased $6.4 million, or 27.7%, and operating margin increased to 14.5% from 12.8%. The increase was driven by Net revenue growth of $24.3 million, or 13.5%. This increase was partially offset by an increase in Staff, Administrative, and Unbillable and other costs, net of $10.1 million and non-cash expenses as explained above of $7.2 million, resulting in a 1.8 percentage point improvement in those costs as a percentage of Net revenue.

Adjusted EBITDA

Adjusted EBITDA increased by $14.2 million, or 32.7%, and Adjusted EBITDA margin as a percentage of Net revenue increased to 28.3% from 24.2%. The increase was driven by Net revenue growth of $24.3 million, or 13.5%. This increase was partially offset by an increase in Staff, Administrative, and Unbillable and other costs, net of $10.1 million, resulting in a 4.1 percentage point improvement in those costs as a percentage of Net revenue.

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Media & Commerce

The components of operating results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, were as follows:


	Six Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	354,454	$	324,447	$	30,007	9.2	%
Operating expenses
Cost of services	225,751		197,592		28,159		14.3	%
Office and general expenses	115,455		109,096		6,359		5.8	%
Depreciation and amortization	15,909		14,686		1,223		8.3	%

	$	357,115	$	321,374	$	35,741	11.1	%
Operating income (loss)	$	(2,661)	$	3,073	$	(5,734)	NM


	Six Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	354,454			$	324,447			$	30,007	9.2	%
Billable costs	50,289				27,295				22,994		84.2	%
Net revenue	304,165		100.0	%	297,152		100.0	%	7,013		2.4	%


Staff costs	195,935		64.4	%	192,986		64.9	%	2,949		1.5	%
Administrative costs	47,911		15.8	%	46,738		15.7	%	1,173		2.5	%
Unbillable and other costs, net	28,812		9.5	%	28,890		9.7	%	(78)		(0.3)	%
Adjusted EBITDA	31,507		10.4	%	28,538		9.6	%	2,969		10.4	%
Stock-based compensation	1,641		0.5	%	2,191		0.7	%	(550)		(25.1)	%
Depreciation and amortization	15,909		5.2	%	14,686		4.9	%	1,223		8.3	%
Deferred acquisition consideration	8,638		2.8	%	1,530		0.5	%	7,108		464.6	%

Other items, net	7,980		2.6	%	7,058		2.4	%	922		13.1	%
Operating income (loss)	$	(2,661)	(0.9)	%	$	3,073	1.0	%	$	(5,734)	NM

Revenue

Revenue for the six months ended June 30, 2026 was $354.5 million, compared to $324.4 million for the six months ended June 30, 2025, an increase of $30.0 million.

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Net Revenue

The components of the fluctuations in Net revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Six Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Six Months Ended June 30, 2026		Organic		Total
	(dollars in thousands)
Media & Commerce	$	297,152	$	2,286		$	4,185		$	542		$	7,013		$	304,165	0.2	%	2.4	%
Component % change			0.8		%	1.4		%	0.2		%	2.4		%

Organic net revenue increased by $0.5 million or 0.2%, primarily due to a $4.0 million increase in Media Platforms. The increase reflected higher connected television advertising for the World Cup, expansion of in-flight connectivity products across additional airline partners and growth in travel media publications. These increases were partially offset by reduced marketing spend in the Middle East due to ongoing conflict. The impact of acquisitions and divestitures reflected the prior year acquisition of ADK.

Expenses

Cost of services increased by $28.2 million or 14.3%. Excluding the $23.0 million increase in Billable costs and $3.8 million of expenses from acquired entities, Cost of services increased $1.3 million, or 0.8%.

Office and general expenses increased $6.4 million. Excluding $2.4 million of expenses from acquired entities, Office and general expenses increased $4.0 million primarily due to higher Deferred acquisition consideration, partially offset by cost discipline across the service lines. Deferred acquisition consideration increased $7.1 million, primarily due to the 2026 performance of a certain acquired brand, which raised the fair value of the related liability.

Operating Income (Loss)

Operating loss for the six months ended June 30, 2026 was $2.7 million, compared to income of $3.1 million for the six months ended June 30, 2025, representing a decrease of $5.7 million. Operating margin decreased to (0.9)% from 1.0% driven by the increase in Staff, Administrative, and Unbillable and other costs, net of $4.0 million and non-cash expenses including the Deferred acquisition consideration discussed above, of $7.8 million, resulting in a 1.7 percentage point deterioration in those costs as a percentage of Net revenue. These increases were partially offset by an increase in Net revenue of $7.0 million, or 2.4%.

Adjusted EBITDA

Adjusted EBITDA increased $3.0 million, or 10.4%, and Adjusted EBITDA margin as a percentage of Net revenue increased to 10.4% from 9.6%. The increase was driven by Net revenue growth of $7.0 million, or 2.4%, while Staff, Administrative, and Unbillable and other costs, net increased only $4.0 million, resulting in a 0.8 percentage point improvement in those costs as a percentage of Net revenue.

Communications

The components of operating results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


	Six Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	341,528	$	275,268	$	66,260	24.1	%
Operating expenses
Cost of services	239,943		192,912		47,031		24.4	%
Office and general expenses	51,812		44,621		7,191		16.1	%
Depreciation and amortization	13,047		12,986		61		0.5	%

	$	304,802	$	250,519	$	54,283	21.7	%
Operating income	$	36,726	$	24,749	$	11,977	48.4	%

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	Six Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	341,528			$	275,268			$	66,260	24.1	%
Billable costs	132,665				86,655				46,010		53.1	%
Net revenue	208,863		100.0	%	188,613		100.0	%	20,250		10.7	%


Staff costs	118,147		56.6	%	115,623		61.3	%	2,524		2.2	%
Administrative costs	26,926		12.9	%	24,526		13.0	%	2,400		9.8	%
Unbillable and other costs, net	3,843		1.8	%	4,665		2.5	%	(822)		(17.6)	%
Adjusted EBITDA	59,947		28.7	%	43,799		23.2	%	16,148		36.9	%
Stock-based compensation	4,910		2.4	%	5,166		2.7	%	(256)		(5.0)	%
Depreciation and amortization	13,047		6.2	%	12,986		6.9	%	61		0.5	%
Deferred acquisition consideration	1,760		0.8	%	(1,163)		(0.6)	%	2,923		NM

Other items, net	3,504		1.7	%	2,061		1.1	%	1,443		70.0	%
Operating income	$	36,726	17.6	%	$	24,749	13.1	%	$	11,977	48.4	%

Revenue

Revenue for the six months ended June 30, 2026 was $341.5 million compared to $275.3 million for the six months ended June 30, 2025, an increase of $66.3 million.

Net Revenue

The components of the fluctuations in Net revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Six Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Six Months Ended June 30, 2026		Organic		Total
	(dollars in thousands)
Communications	$	188,613	$	969		$	2,613		$	16,668		$	20,250		$	208,863	8.8	%	10.7	%
Component % change			0.5		%	1.4		%	8.8		%	10.7		%

Organic net revenue increased by $16.7 million, or 8.8%, primarily due to growth in corporate public affairs consulting and the transition into an on-cycle U.S. election year. Compared with the prior year off-cycle period, increased demand for corporate public affairs consulting, political fundraising, and early primary-campaign activity generated higher volumes of digital, texting, advertising, and direct-mail production work. New client wins and expanded engagements with existing clients also contributed to the increase. These benefits were partially offset by lower activity in the international strategic advisory practice due to geopolitical uncertainty in the Middle East and lower demand for certain integrated communications and research offerings, partially mitigated by growth in influencer and event-based work. The impact of acquisitions and divestitures reflected Wavelength.

Expenses

Cost of services increased $47.0 million or 24.4%, primarily due to a $46.0 million increase in Billable costs associated with higher activity. Excluding Billable costs and $1.4 million of expenses from acquired entities, Cost of services decreased $0.4 million or 0.3% compared to Organic net revenue growth of 8.8%, reflecting ongoing cost reduction initiatives, including the transition of certain functions to shared services and AI-enabled workflow efficiencies.

Office and general expenses increased $7.2 million, primarily due to Staff and Administrative costs associated with Net revenue growth and a $2.9 million increase in a non-cash adjustment to deferred acquisition consideration. The increase reflected a current year increase in the fair value of a certain Brand in 2026 due to 2026 performance and a prior year decrease in the fair value of the related liability for a certain Brand due to timing of its 2025 performance.

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Operating Income

Operating income increased $12.0 million, or 48.4%, and operating margin increased to 17.6% from 13.1%. The increase was driven by Net revenue growth of $20.3 million, or 10.7%, partially offset by the increase in Staff, Administrative, and Unbillable and other costs, net of $4.1 million and the non-cash adjustments to deferred consideration, as explained above, and others of $2.7 million, resulting in a 5.0 percentage point improvement in those costs as a percentage of Net revenue.

Adjusted EBITDA

Adjusted EBITDA increased by $16.1 million, or 36.9% and Adjusted EBITDA margin as a percentage of Net revenue increased to 28.7% from 23.2%. The increase was driven by Net revenue growth of $20.3 million, or 10.7%, partially offset by the increase in Staff, Administrative, and Unbillable and other costs, net of $4.1 million, resulting in a 5.5 percentage point improvement in those costs as a percentage of Net revenue.

The Marketing Cloud

The components of operating results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


	Six Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Revenue	$	53,895	$	49,382	$	4,513	9.1	%
Operating expenses
Cost of services	30,535		25,550		4,985		19.5	%
Office and general expenses	32,780		30,648		2,132		7.0	%
Depreciation and amortization	12,950		10,981		1,969		17.9	%

	$	76,265	$	67,179	$	9,086	13.5	%
Operating loss	$	(22,370)	$	(17,797)	$	(4,573)	25.7	%


	Six Months Ended June 30,
	2026		% of Net Revenue		2025		% of Net Revenue		Change
	(dollars in thousands)
									$		%
Revenue	$	53,895			$	49,382			$	4,513	9.1	%
Billable costs	18				11				7		63.6	%
Net revenue	53,877		100.0	%	49,371		100.0	%	4,506		9.1	%


Staff costs	34,888		64.8	%	34,033		68.9	%	855		2.5	%
Administrative costs	12,391		23.0	%	8,514		17.2	%	3,877		45.5	%
Unbillable and other costs, net	14,252		26.5	%	10,473		21.2	%	3,779		36.1	%
Adjusted EBITDA	(7,654)		(14.2)	%	(3,649)		(7.4)	%	(4,005)		109.8	%
Stock-based compensation	506		0.9	%	343		0.7	%	163		47.5	%
Depreciation and amortization	12,950		24.0	%	10,981		22.2	%	1,969		17.9	%
Deferred acquisition consideration	560		1.0	%	1,499		3.0	%	(939)		(62.6)	%

Other items, net	700		1.3	%	1,325		2.7	%	(625)		(47.2)	%
Operating loss	$	(22,370)	(41.5)	%	$	(17,797)	(36.0)	%	$	(4,573)	25.7	%

Revenue

Revenue for the six months ended June 30, 2026 was $53.9 million compared to $49.4 million for the six months ended June 30, 2025, an increase of $4.5 million.

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Net Revenue

The components of the fluctuations in Net revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


			Net Revenue - Components of Change														Change
	Six Months Ended June 30, 2025		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Six Months Ended June 30, 2026		Organic		Total
	(dollars in thousands)
The Marketing Cloud	$	49,371	$	2,540		$	—		$	1,966		$	4,506		$	53,877	4.0	%	9.1	%
Component % change			5.1		%	—		%	4.0		%	9.1		%

Organic net revenue increased by $2.0 million or 4.0%, driven primarily by growth in Research. The increases reflected higher demand from new and existing consumer products and financial and business services clients, increased platform utilization and the introduction of additional subscription-based service offerings. These increases were partially offset by a reduced marketing spend in the Middle East in Communications Technology due to the ongoing conflict.

Expenses

Cost of services increased $5.0 million due to higher Unbillable and other costs, net of $3.8 million due to higher Net revenue and higher staff costs to support the expansion in the business.

Operating Loss

Operating loss increased $4.6 million or 25.7%, and operating margin decreased to (41.5)% from (36.0)%. The decrease was driven by an increase of $8.5 million, or 16.0%, in Staff, Administrative, and Unbillable and other costs, net. This increase was partially offset by an increase in Net Revenue of $4.5 million, or 9.1%, resulting in a 6.8 percentage point deterioration in those costs as a percentage of Net revenue.

Adjusted EBITDA

Adjusted EBITDA decreased by $4.0 million, or 109.8%, and Adjusted EBITDA margin as a percentage of Net revenue decreased to (14.2)% from (7.4)%. The decrease was driven by an increase of $8.5 million, or 16.0%, in Staff, Administrative, and Unbillable and other costs, net. This increase was partially offset by an increase in Net Revenue of $4.5 million, or 9.1%, resulting in a 6.8 percentage point deterioration in those costs as a percentage of Net revenue.

Corporate

The components of operating results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were as follows:


	Six Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Staff costs	$	31,988	$	24,875	$	7,113	28.6	%
Administrative costs	8,134		(1,062)		9,196		NM

Adjusted EBITDA	(40,122)		(23,813)		(16,309)		68.5	%
Stock-based compensation	8,133		11,059		(2,926)		(26.5)	%
Depreciation and amortization	9,625		6,668		2,957		44.3	%

Other items, net	9,949		4,379		5,570		127.2	%
Operating loss	$	(67,829)	$	(45,919)	$	(21,910)	47.7	%

Expenses

Staff costs increased by $7.1 million, primarily attributable to an increase in headcount to support the implementation of a standardized shared services platform to optimize cost structures and support future growth and higher healthcare-related insurance claims.

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Administrative costs increased $9.2 million, primarily due to a $17.3 million increase in computer software and licensing fees reflecting investments in automation and AI intended to improve workflow efficiency and support future margin expansion, partially offset by a $7.3 million decrease resulting from a higher allocation of Corporate’s administrative costs to the Brands through the implementation of the shared services platform, which leverages Stagwell's scale and buying power to reduce overall costs and drive centralized service efficiencies reflected in the Brands’ income statements. These costs include rent, IT services, accounting services, financial operations services, and business applications.

Operating Loss

Operating loss for the six months ended June 30, 2026 was $67.8 million compared to $45.9 million for the six months ended June 30, 2025, representing an increase of $21.9 million, primarily attributable to higher expenses, as discussed above.

Liquidity and Capital Resources:

The following table provides summary information about the Company’s liquidity position and capital resources:


	Six Months Ended June 30,
	2026		2025		Change
	(dollars in thousands)
					$		%
Net cash provided by operating activities	$	63,717	$	54,738	$	8,979	16.4	%
Net cash used in investing activities	(89,672)		(34,936)		(54,736)		156.7	%
Net cash provided by financing activities	30,082		21,062		9,020		42.8	%

The Company had cash and cash equivalents of $109.5 million and $104.5 million as of June 30, 2026, and December 31, 2025, respectively.

Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2026 was $63.7 million, an increase of $9.0 million, or 16.4%, compared to the prior-year period. The increase was primarily driven by higher non-cash expenses, which contributed to the higher net loss but did not affect operating cash flows, partially offset by an $11.6 million increase in working capital usage.

Changes in non-cash items consisted primarily of a $15.7 million increase in the adjustment to deferred acquisition liabilities, driven by the performance timing of certain acquisitions, a $4.9 million increase in depreciation and amortization, from investments in AI and automation technologies, including increased capital investment during the latter half of 2025, and a $1.3 million increase in stock-based compensation.

First-half working capital usage reflects the seasonal settlement of costs incurred during the prior-year back-to-school and holiday marketing periods, as well as the funding of annual incentive compensation and tax obligations. The $11.6 million year-over-year increase primarily reflected unfavorable changes of $41.3 million in accounts payable, $21.9 million in expenditures billable to clients and $17.5 million in other current assets due to increased prepaid media assets. These changes were partially offset by favorable changes of $60.6 million in accruals, primarily from improved payment terms with significant service providers, and $3.5 million in advance billings.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026 was $89.7 million, an increase of $54.7 million, or 156.7%, compared to the prior-year period. The increase was driven primarily by higher capital expenditures and capitalized software spending of $3.5 million and $33.2 million, respectively, reflecting continued investment in AI and process automation technologies. In addition, there was an $18.6 million unfavorable change in acquisitions, net of cash acquired, primarily attributable to net cash proceeds received from the acquisition of ADK in the prior-year period.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2026 was $30.1 million, an increase of $9.0 million, or 42.8%, compared to the prior-year period. The improvement was primarily attributable to a $15.8 million reduction in payments of deferred consideration, $1.7 million decline in distribution to noncontrolling interest holders and an increase in the net proceeds from the borrowings under the Credit Agreement of $11.0 million. The prior-year period also included $3.6 million of debt financing costs that did not recur in the current period. These favorable movements were partially offset by a $20.5 million increase in share repurchases.

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Liquidity

The Company expects to maintain sufficient cash and/or available borrowings to fund operations for the next twelve months and subsequent periods. The Company has historically maintained and expanded its business using cash generated from operating activities, funds available under the Credit Agreement, and other initiatives, such as obtaining additional debt, equity and receivable financing. The Credit Agreement provides revolving commitments of up to $750 million and permits restricted payments for share repurchases or redemptions from certain of its stockholders. On March 27, 2026, the Company entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement that modified certain provisions of the Credit Agreement to expand the Company’s ability to borrow under its revolving credit facility in non-U.S. dollar currencies. Under the prior terms, borrowings denominated in British pounds sterling and Euros were each subject to individual sub-limits of $50.0 million, with an aggregate foreign currency sub-limit of $100.0 million. The amendment eliminated those individual currency sub-limits, allowing borrowings in U.S. dollars, British pounds sterling, Euros, and Canadian dollars up to the full revolving commitment, subject to overall facility availability. The amendment also established a framework for adding other currencies by mutual agreement among the Company and the lenders, subject to a sub-limit of $100.0 million. In addition, the amendment increased the annual limit on permitted restricted payments for repurchases or redemptions of the Company’s stock to $175.0 million per fiscal year from $100.0 million and increased the annual limit on permitted repurchases of equity interests from employees of the Company to $50.0 million per fiscal year from $15.0 million. As of June 30, 2026, the Company had $360.0 million of borrowings outstanding and $15.8 million of issued and undrawn letters of credit, resulting in $374.2 million of unused borrowing capacity under the Credit Agreement.

During the six months ended June 30, 2026, 11.8 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $6.18 per share, for an aggregate value, excluding fees, of $73.0 million. The repurchased shares included 6.2 million shares of Class A Common Stock repurchased from executive officers and other employees at a price of $6.17 per share, for an aggregate purchase price of $38.2 million. Additionally, during the six months ended June 30, 2026, 2.6 million shares in the amount of $14.9 million were withheld for taxes from the Class A Common Stock vested during the period.

The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $328.0 million as of June 30, 2026.

The Company’s obligations extending beyond twelve months primarily consist of deferred acquisition consideration payments, purchases of redeemable noncontrolling interests, subsidiary awards, capital expenditures, scheduled lease obligation payments, and interest payments on borrowings under the Company’s 5.625% Notes (as defined in Note 7 of the Notes to the Unaudited Consolidated Financial Statements included herein) and Credit Agreement. The Company expects to make estimated cash payments in the future to satisfy obligations under our Tax Receivables Agreement (“TRA”), which remains in effect after the final exchange of Class C Common Stock (see Note 13 of the Notes included herein for additional details). The amount and timing of any payments under the TRA are contingent on the Company achieving certain tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize. Based on the current outlook, the Company believes future cash flows from operations, together with the Company’s existing cash balance and availability of funds under the Credit Agreement, will

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be sufficient to meet the Company’s anticipated cash needs for the next twelve months and subsequent periods. The Company’s ability to make payments will depend on future performance, which is subject to general economic conditions, the competitive environment and other factors, including those described in this Form 10-Q and in the Company’s other SEC filings.

Total Debt

As of June 30, 2026, Debt, net of debt issuance costs, was $1,450.1 million, compared to $1,326.0 million outstanding as of December 31, 2025. See Note 7 of the Notes to the Unaudited Consolidated Financial Statements included herein for information regarding the Company’s 5.625% Notes and the Credit Agreement.

As of June 30, 2026, the Company was in compliance with all of the terms and conditions of the Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with its covenants over the next twelve months.

If the Company loses all or a substantial portion of its lines of credit under the Credit Agreement, or if the Company uses the maximum available amount under the agreement, it will be required to seek other sources of liquidity. If the Company were unable to find these sources of liquidity, for example, through an equity offering or access to the capital markets, the Company’s ability to fund its working capital needs and any contingent obligations with respect to acquisitions and redeemable noncontrolling interests would be adversely affected.

Pursuant to the Credit Agreement, the Company must maintain a Total Leverage Ratio (as defined in the Credit Agreement) below an established threshold. For the period ended June 30, 2026, the Company’s calculation of this ratio, and the maximum permitted under the Credit Agreement, respectively, were calculated based on the trailing twelve months as follows:


			June 30, 2026
Total Leverage Ratio			3.09
Maximum per covenant			4.25

These ratios and measures are not based on GAAP and are not presented as alternative measures of operating performance or liquidity. Some of these ratios and measures include, among other things, pro forma adjustments for acquisitions, one-time charges, and other items, as defined in the Credit Agreement. They are presented here to demonstrate compliance with the covenants in the Credit Agreement, as non-compliance with such covenants could have a material adverse effect on the Company.

Material Cash Requirements

To the extent required under a particular client engagement, Stagwell’s Brands enter into contractual commitments with media providers, production companies and other third parties on behalf of their clients at levels that exceed the revenue from the services. In most of these transactions, the Brands act as the clients’ “Agent for a Disclosed Principal” where the Brands’ risk is mitigated by sequential payment liability, i.e., the Brands’ obligation to pay a third party is tolled until the Brand receives the underlying payment from the client, thereby safeguarding the Brand in the event of a client default. To further protect against client default, Stagwell takes additional precautions, including the procurement of credit insurance. While Stagwell has historically had a very low incidence of default, Stagwell is still exposed to the risk of significant uncollectible receivables from its clients, and the risk of a material loss could significantly increase in periods of severe economic downturn.

Deferred acquisition consideration on the balance sheet consists of deferred obligations related to contingent purchase price payments and retention payments tied to continued employment of specific personnel. See Note 6 of the Notes included herein for additional information regarding contingent deferred acquisition consideration.

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The Company enters into certain long-term non-cancellable contracts for services such as revenue or profit share arrangements, cloud-based services, or software licensing. See Note 9 of the Notes included herein for additional information regarding these material commitments.

Critical Accounting Estimates

See Note 2 of the Company’s 2025 Form 10-K for information regarding the Company’s critical accounting estimates.

Website Access to Company Reports and Information

Stagwell Inc.’s Internet website address is www.stagwellglobal.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to the Exchange Act, will be made available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the SEC. The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and its website. The Company uses these channels, as well as social media, including X (formerly Twitter) (@stagwell) and (@Mark_Penn), Instagram (@stagwellglobal) and its LinkedIn page (https://www.linkedin.com/company/stagwell/), to communicate with investors and the public about the Company, its products and services, and other matters. Therefore, investors, the media, and others interested in the Company are encouraged to review the information the Company makes public in these locations, as such information could be deemed to be material information. Information on or that can be accessed through the Company’s websites or these social media channels is not part of this Form 10-Q, and the Company’s website addresses and social media channels are included herein as inactive textual references only.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, the Company is exposed to market risk related to interest rates, foreign currencies and impairment risk.

Debt Instruments: As of June 30, 2026, the Company’s debt obligations consisted of amounts outstanding under its Credit Agreement and the 5.625% Notes. The Credit Agreement bears interest at variable rates, based upon SOFR, EURIBOR, SONIA, and CORRA, depending on the currency and duration of the borrowing instrument. The Company’s ability to raise debt financing on acceptable terms, or at all, and to obtain the required bank syndication commitments depends in part on prevailing conditions in the credit and bank lending markets at the time of syndication.

With regard to our variable rate debt, a 10% increase or decrease in interest rates would change our annual interest expense by $2.6 million.

Foreign Exchange: While the Company primarily conducts business in markets that use the U.S. dollar, the Canadian dollar, the Euro and the British Pound, its non-U.S. operations transact business in numerous different currencies. The Company’s results of operations are subject to risk from the translation to the U.S. dollar of the revenue and expenses of its non-U.S. operations. The effects of currency exchange rate fluctuations on the translation of the Company’s results of operations are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 2 of the Company’s Audited Consolidated Financial Statements included in the 2025 Form 10-K. For the most part, revenues and expenses incurred related to the non-U.S. operations are denominated in their functional currency. This reduces the impact that fluctuations in exchange rates will have on profit margins. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Translation of current intercompany balances are included in net income (loss). From time to time, the Company may enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

See the Significant Accounting Policies section in the “Notes to Audited Consolidated Financial Statements” of the 2025 Form 10-K for information related to impairment testing for Goodwill, Right-of-use lease assets and long-lived assets and the risk of potential impairment charges in future periods. See the Critical Accounting Estimates section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2025 Form 10-K for information related to the risk of potential impairment charges in future periods.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and Chief Financial Officer (“CFO”), who is our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We conducted an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant

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to Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2026.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are involved in various legal proceedings. We do not currently expect that these proceedings will have a material adverse effect on our results of operations, cash flows or financial position.

Item 1A. Risk Factors

There have been no material changes to the risk factors in Part I, Item 1A “Risk Factors” of our 2025 Form 10-K. These risks could materially and adversely affect our business, results of operations, financial condition, cash flows, projected results and future prospects. These risks are not exclusive and additional risks which we are subject to include the factors listed under note about “Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

In the three months ended June 30, 2026, the Company issued 94,297 restricted stock units underlying shares of Class A Common Stock as inducement for employment and issued 76,486 shares of Class A Common Stock as payments in lieu of cash for the Company’s obligation to make deferred payments as part of the purchase price for a prior acquisition in transactions exempt from registration under Section 4(a)(2) of the Securities Act. The Company received no cash proceeds and no commissions were paid to any person in connection with the issuance of these shares.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices (including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Exchange Act), in privately negotiated transactions, or through other means, provided they are determined to be in the best interests of our Company and our stockholders and subject to compliance with the provisions of applicable law, including the Delaware General Corporate Law and securities laws. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, dilution, including from our equity incentive plans and employee stock purchase plan, and other considerations we deem relevant, such as any disproportionate impact such repurchases may have on our shareholders. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice. The Board will review the Repurchase Program periodically and may authorize adjustments of its terms. Pursuant to its Credit Agreement (as defined and discussed in Note 7 of the Notes to the Unaudited Consolidated Financial Statements included herein) and the indenture governing the 5.625% Notes, the Company is currently limited as to the dollar value of shares it may repurchase in the open market.

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The following table details our monthly shares repurchased during the second quarter of 2026 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program:


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (2)
4/1/2026 - 4/30/2026	1,689,340	$	6.29	534,769	$	352,800,053
5/1/2026 - 5/31/2026	3,844,032	$	6.16	3,615,769	$	330,539,692
6/1/2026 - 6/30/2026	384,828	$	6.55	384,828	$	328,009,852
Total	5,918,200	$	6.22	4,535,366	$	328,009,852

(1) Includes information for all shares repurchased by the Company, including shares repurchased as part of the Company’s publicly announced Repurchase Program, and 1,382,834 shares to settle employee tax withholding obligations related to the vesting of restricted stock units.

(2) Only includes information for shares repurchased as part of the Company’s publicly announced Repurchase Program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarterly period covered by this Form 10-Q, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).

Item 6. Exhibits

The exhibits required by this item are listed on the Exhibit Index.

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EXHIBIT INDEX


Exhibit No.						Description
3.1						Second Amended and Restated Certificate of Incorporation of Stagwell Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on May 9, 2023).
3.2						Amended and Restated Bylaws of Stagwell Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on August 2, 2021).




31.1						Certification by Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification by Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2						Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101						Interactive Data File, for the period ended June 30, 2026. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.*
104						Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.*

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


STAGWELL INC.

/s/ Mark Penn
Mark Penn
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
July 31, 2026

/s/ Ryan J. Greene
Ryan J. Greene
Chief Financial Officer (Principal Financial Officer)
July 31, 2026

Stagwell - 10-Q quarterly report FY2026 Q2

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