Form 8-K
8-K — Stagwell Inc
Accession: 0000876883-26-000030
Filed: 2026-10-29
Period: 2026-10-29
CIK: 0000876883
SIC: 7311 (SERVICES-ADVERTISING AGENCIES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — stgw-20261029.htm (Primary)
EX-99.1 (stgw2026930pr.htm)
EX-99.2 (a3q26earningspresentatio.htm)
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8-K
8-K (Primary)
Filename: stgw-20261029.htm · Sequence: 1
stgw-20261029
0000876883false00008768832026-10-292026-10-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) — October 29, 2026
Stagwell Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-13718 86-1390679
(Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
One World Trade Center, Floor 65, New York, NY 10007
(Address of principal executive offices and zip code)
(646) 429-1800
(Registrant’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.001 par value
STGW NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 29, 2026, Stagwell Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2026. A copy of this earnings release is attached as Exhibit 99.1 hereto.
The foregoing information (including Exhibit 99.1) is being furnished under “Item 2.02 – Results of Operations and Financial Condition.” Such information (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
On October 29, 2026, the Company will host a conference call in which its financial results for the three and nine months ended September 30, 2026 will be discussed. The presentation to be used in connection with the call is attached as Exhibit 99.2 hereto.
The foregoing information (including Exhibit 99.2) is being furnished under “Item 7.01 – Regulation FD Disclosure.” Such information (including Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated October 29, 2026, relating to the Company’s results for the three and nine months ended September 30, 2026.
99.2 Investor presentation dated October 29, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed by the undersigned hereunto duly authorized.
Date: October 29, 2026 Stagwell Inc.
By: /s/ Ryan J. Greene
Ryan J. Greene
Chief Financial Officer
EX-99.1
EX-99.1
Filename: stgw2026930pr.htm · Sequence: 2
Document
FOR IMMEDIATE ISSUE
STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
Q3 YoY Revenue Growth of 10% to $816 million; Q3 YoY Net Revenue Growth of 8% to $664 million
Q3 YoY Digital Transformation Organic Net Revenue Growth of 23%; Q3 YoY The Marketing Cloud Organic Net Revenue Growth of 108%; Enterprise Technology Products Contracted to Date of $59 million More Than Double Initial 2026 Goal
Q3 EPS of $0.07; Q3 Adjusted EPS Growth YoY of 42% to $0.34
Q3 Net Income Attributable to Stagwell Inc. Common Shareholders of $18 million; Q3 Adjusted EBITDA Growth YoY of 25% to $145 million
Year-to-Date Net Cash Provided by Operating Activities Increased 396% YoY to $152 million; Year-to-Date Free Cash Flow Increased 227% YoY to $52 million
Net New Business of $168 million in Q3; LTM Net New Business of $586 million
Largest Multi-Agency Deal in Stagwell History With ServiceNow; Secured First Major Federal Government Win; Expanded Partnership with Palantir
Raise Full-Year Adjusted EBITDA Guidance to $490 million to $540 million; Raise Full-Year Adjusted EPS Guidance to $1.07 to $1.21
New York, NY, October 29, 2026 (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the three and nine months ended September 30, 2026.
THIRD QUARTER RESULTS:
•Q3 Revenue of $816 million, an increase of 10% versus the prior year period; YTD Revenue of $2,306 million, an increase of 10%;
•Q3 Revenue increased 11% organically versus the prior year period; YTD Revenue increased 9% organically;
•Q3 Net Revenue of $664 million, an increase of 8% versus the prior year period; YTD Net Revenue of $1,880 million, an increase of 6%;
•Q3 Net Revenue increased 7% organically versus the prior year period; YTD Net Revenue increased 5% organically;
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•Q3 Digital Transformation Net Revenue of $119 million, an organic increase of 23% versus the prior year period;
•Two-Year Net Revenue Growth Stack for Digital Transformation of 38%, Two-Year Organic Net Revenue Growth Stack for Digital Transformation of 30%;
•Q3 The Marketing Cloud Net Revenue of $56 million, an organic increase of 108% versus the prior year period;
•YTD enterprise technology products contracted to date of $59 million, more than double initial FY26 target;
•Q3 Net Income attributable to Stagwell Inc. Common Shareholders of $18 million versus $25 million in the prior year period; YTD Net Loss attributable to Stagwell Inc. Common Shareholders of $3 million versus income of $16 million in the prior year period;
•Q3 Adjusted EBITDA of $145 million, an increase of 25% versus the prior year period; YTD Adjusted EBITDA of $343 million an increase of 17%;
•Q3 Adjusted EBITDA Margin of 22% on net revenue; YTD Adjusted EBITDA Margin of 18%;
•Q3 Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.07 versus $0.09; YTD Loss Per Share attributable to Stagwell Inc. Common Shareholders of $(0.01) versus Earnings Per Share of $0.04 in the prior year period;
•Q3 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.34 versus $0.24; YTD Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.77 versus $0.54 in the prior year period;
•YTD Net Cash provided by Operating Activities of $152 million versus $31 million in the prior year period;
•Net new business of $168 million in the third quarter, last twelve-month net new business of $586 million
See “Non-GAAP Financial Measures” below for explanations and reconciliations of the Company’s non-GAAP financial measures.
“This is the biggest quarter in Stagwell’s history. It shows we are on track to become number one in marketing transformation,” said Mark Penn, Chairman and CEO of Stagwell. “Software products, like our agentic Stagwell Machines, and the Digital Transformation segment are driving our business as we pivot from primarily marketing services to AI-powered marketing transformation. We have more than doubled our initial Enterprise Technology Bookings goal for the year, saw 23% organic net revenue growth in Digital Transformation, and 108% organic growth in The Marketing Cloud."
Ryan Greene, Chief Financial Officer, added: “The third quarter was Stagwell’s largest ever on virtually every metric. Organic net revenue for the company grew more than 7% year-over-year to $664 million, while our adjusted EBITDA grew 25% to $145 million, and our adjusted EPS grew 42% to $0.34. These improved earnings also contributed to a more than 400% increase in operating cash flow year to date. Net leverage now stands at 2.7x, a 0.7x improvement year-over-year, and our lowest ever third quarter ratio. Results through the first three quarters give us the confidence to raise our adjusted EBITDA and adjusted EPS guidance today.”
Financial Outlook
2026 financial guidance is updated as follows:
•Raise Adjusted EBITDA to $490 million to $540 million
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•Raise Adjusted EPS to $1.07 - $1.21
•Reiterate Total Net Revenue growth of 8% to 12%
•Reiterate Free Cash Flow Conversion of 50% to 60%
•Guidance includes anticipated impact from acquisitions or dispositions.
* The Company has excluded a quantitative reconciliation with respect to the Company’s 2026 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" below for additional information.
Video Webcast
Management will host a video webcast on Thursday, October 29, 2026, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the three and nine months ended September 30, 2026. The video webcast will be accessible at https://edge.media-server.com/mmc/p/qudoyxam/. An investor presentation has been posted on our website at www.stagwellglobal.com and may be referred to during the webcast.
A recording of the webcast will be accessible one hour after the webcast and available for ninety days at www.stagwellglobal.com.
Stagwell Inc.
Stagwell is the global challenger network transforming marketing through AI. We deliver scaled creative performance for the world's most ambitious brands, connecting culture-moving creativity with leading-edge technology to harmonize the art and science of marketing. Led by entrepreneurs, our specialists in 40+ countries are unified under a single purpose: to drive effectiveness and improve business results for our clients. Join us at www.stagwellglobal.com.
Contacts
For Investors:
Ben Allanson
IR@stagwellglobal.com
For Press:
Lena Petersen
PR@stagwellglobal.com
Non-GAAP Financial Measures
In addition to its reported results, Stagwell Inc. has included in this earnings release certain financial results that the Securities and Exchange Commission (“SEC”) defines as “non-GAAP Financial Measures.” Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following:
(1) Organic Net Revenue: “Organic net revenue growth (decline)” reflects the year-over-year change in the Company’s reported net revenue attributable to the Company’s management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company’s reported net revenue. The net impact of acquisitions (divestitures) reflects the year-over-year change in the
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Company’s reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. We calculate the impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity’s current period reported revenue as the impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present an amount equal to the entity’s current year net revenue for the same period during which we didn’t own the entity in the prior year as the impact of the acquisition in the current year. We calculate the impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity’s prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity’s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations. The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates.
(2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period.
(3) Adjusted EBITDA: is defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense, income tax expense or benefit, equity in income or loss of non-consolidated entities and net income or loss attributable to noncontrolling and redeemable noncontrolling interest holders to achieve Operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, impairment and other losses, and other items. Other items primarily include restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expenses, and other non-recurring income and expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating income (loss), as Net income (loss) is not relevant for a reportable segment financial metric.
(4) Adjusted Diluted EPS: is defined as Adjusted Net Income (loss) attributable to Stagwell Inc. common and Class C shareholders, divided by the diluted weighted average shares outstanding. Adjusted Net Income represents net income (loss) attributable to Stagwell Inc. common and Class C shareholders, excluding amortization, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), allocated between the two share classes based on their respective income allocation percentages using a normalized effective tax rate. The diluted weighted average shares outstanding includes the diluted weighted average common shares outstanding plus Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) as if converted to shares of Class A Common Stock if not included because they were anti-dilutive.
(5) Free Cash Flow: defined as consolidated net cash flow from operations less cash outflow from capital expenditures and capitalized software, excluding material nonrecurring capital purchases. Free Cash Flow Conversion is the percentage of adjusted EBITDA.
Included in this earnings release are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures.
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This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance, growth, and future prospects, the Company’s strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated and actual operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “ability,” “aim,” “anticipate,” “assume,” “believe,” “better,” “build,” “consider,” “continue,” “could,” “depend,” “develop, “drive,” “enhance,” “estimate,” “evaluate,” “expand,” “expect,” “focus,” “forecast,” “future,” “grow,” “guidance,” “illustrative,” “improve,” “intend,” “likely,” “maintain,” “may,” “objective,” “ongoing,” “opportunity,” “optimize,” “outlook,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “realize,” “remain,” “scenario,” “seek,” “should,” “strategy,” “sufficient,” “support,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section.
Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:
•risks associated with international, national and regional unfavorable economic conditions, including the effect of changing tariffs and other trade policies, inflation and other macroeconomic factors that could affect the Company or its clients;
•demand for the Company’s services, which may precipitate or exacerbate other risks and uncertainties;
•inflation and actions taken by central banks to address inflation, including changes in interest rates;
•the Company’s ability to attract new clients and retain existing clients;
•the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements;
•financial failure of the Company’s clients;
•the Company’s ability to retain and attract key employees;
•the Company’s ability to compete in the markets in which it operates;
•the Company’s ability to achieve its cost saving initiatives;
•the Company’s implementation of strategic initiatives;
•the Company’s ability to remain in compliance with its debt agreements, and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests, deferred acquisition consideration and profit interests;
•the Company’s ability to manage its growth effectively;
•the Company’s ability to identify and complete acquisitions or other strategic transactions that complement and expand the Company’s business capabilities and successfully integrate newly acquired businesses into the Company’s operations, retain key employees, and realize cost savings, synergies and other related anticipated benefits within the expected time period;
•the Company’s ability to identify and complete divestitures and to achieve the anticipated benefits therefrom;
•the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products;
•the Company’s use of artificial intelligence, including generative artificial intelligence, and its ability to realize anticipated efficiencies and other benefits from its investments in artificial intelligence and automation technologies, and changes in client demand for artificial intelligence-related services;
•adverse tax consequences for the Company, its operations and its stockholders, that may differ from the expectations of the Company, including that recent or future changes in tax laws, potential changes to corporate tax rates in the
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United States and disagreements with tax authorities on the Company’s determinations that may result in increased tax costs;
•adverse tax consequences in connection with the business combination that formed the Company in August 2021, including the incurrence of material Canadian federal income tax (including material “emigration tax”);
•the Company’s ability to maintain an effective system of internal control over financial reporting, including the risk that the Company’s internal controls will fail to detect misstatements in its financial statements, such as errors requiring out-of-period adjustments;
•the Company’s ability to accurately forecast its future financial performance and provide accurate guidance;
•the Company’s ability to protect client data from security incidents or cyberattacks;
•economic disruptions resulting from war and other economic and geopolitical tensions (such as the ongoing military conflicts in Iran and the Middle East, and between Russia and Ukraine), terrorist activities, natural disasters, public health events, and tariff and trade policies, including the resulting effects on client marketing spend in affected regions;
•stock price volatility; and
•foreign currency fluctuations.
Investors should carefully consider these risks and the additional risk factors described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2026, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” in our subsequent Quarterly Reports on Form 10-Q and in the Company’s other SEC filings.
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SCHEDULE 1
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Revenue $ 816,027 $ 742,998 $ 2,306,477 $ 2,101,556
Operating expenses
Cost of services 511,698 470,937 1,488,293 1,342,240
Office and general expenses 206,942 166,422 611,323 528,845
Depreciation and amortization 48,300 44,260 136,395 127,635
Impairment and other losses 1,028 466 1,219 466
767,968 682,085 2,237,230 1,999,186
Operating Income 48,059 60,913 69,247 102,370
Other income (expenses):
Interest expense, net (23,993) (25,196) (69,587) (72,007)
Foreign exchange, net 2,244 (366) (172) (484)
Other, net
2,526 (2,032) 3,394 (2,143)
(19,223) (27,594) (66,365) (74,634)
Income before income taxes and equity in earnings of non-consolidated affiliates
28,836 33,319 2,882 27,736
Income tax expense 10,882 9,555 7,646 13,950
Income (loss) before equity in earnings of non-consolidated affiliates 17,954 23,764 (4,764) 13,786
Equity in income (loss) of non-consolidated affiliates 442 (1) 512 18
Net income (loss) 18,396 23,763 (4,252) 13,804
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests (277) 856 1,282 2,637
Net income (loss) attributable to Stagwell Inc. common shareholders $ 18,119 $ 24,619 $ (2,970) $ 16,441
Earnings (loss) per common share:
Basic $ 0.07 $ 0.10 $ (0.01) $ 0.08
Diluted $ 0.07 $ 0.09 $ (0.01) $ 0.04
Weighted average number of common shares outstanding:
Basic 244,666 255,952 247,131 210,139
Diluted 250,989 259,583 247,131 266,773
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SCHEDULE 2
STAGWELL INC.
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)
Net Revenue - Components of Change Change
Three Months Ended September 30, 2025 Foreign Currency Net Acquisitions (Divestitures)
Organic (1)
Total Change Three Months Ended September 30, 2026 Organic Total
Marketing Services $ 239,961 $ (176) $ (3,996) $ (18,108) $ (22,280) $ 217,681 (7.5) % (9.3) %
Digital Transformation 96,111 (233) 599 22,182 22,548 118,659 23.1 % 23.5 %
Media & Commerce 162,542 (432) — (3,366) (3,798) 158,744 (2.1) % (2.3) %
Communications 96,631 72 7,657 19,324 27,053 123,684 20.0 % 28.0 %
The Marketing Cloud 26,571 304 — 28,808 29,112 55,683 108.4 % 109.6 %
Corporate, eliminations and other (7,294) 12 — (3,152) (3,140) (10,434) 43.2 % 43.0 %
$ 614,522 $ (453) $ 4,260 $ 45,688 $ 49,495 $ 664,017 7.4 % 8.1 %
(1) See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
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SCHEDULE 3
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)
Net Revenue - Components of Change Change
Nine Months Ended September 30, 2025 Foreign Currency Net Acquisitions (Divestitures)
Organic (1)
Total Change Nine Months Ended September 30, 2026 Organic Total
Marketing Services $ 692,760 $ 3,086 $ (7,740) $ (15,436) $ (20,090) $ 672,670 (2.2) % (2.9) %
Digital Transformation 277,091 (617) 3,826 45,734 48,943 326,034 16.5 % 17.7 %
Media & Commerce 459,911 1,855 4,185 (191) 5,849 465,760 — % 1.3 %
Communications 285,447 1,041 10,271 36,114 47,426 332,873 12.7 % 16.6 %
The Marketing Cloud 77,364 2,863 — 30,576 33,439 110,803 39.5 % 43.2 %
Corporate, eliminations and other (15,735) (8) — (12,173) (12,181) (27,916) 77.4 % 77.4 %
$ 1,776,838 $ 8,220 $ 10,542 $ 84,624 $ 103,386 $ 1,880,224 4.8 % 5.8 %
(1) See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
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SCHEDULE 4
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Three Months Ended September 30, 2026
Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Corporate, Elimination and Other Total
Revenue $ 255,445 $ 127,176 $ 176,857 $ 210,913 $ 55,825 $ (10,189) $ 816,027
Billable costs 37,764 8,517 18,113 87,229 142 245 152,010
Net revenue
217,681 118,659 158,744 123,684 55,683 (10,434) 664,017
Staff costs 126,795 73,620 95,403 59,939 16,572 13,288 385,617
Administrative costs 24,677 6,830 26,650 13,432 5,291 5,878 82,758
Unbillable and other costs, net 24,254 71 16,917 2,455 9,165 (2,056) 50,806
Adjusted EBITDA (1)
41,955 38,138 19,774 47,858 24,655 (27,544) 144,836
Stock-based compensation 11,717 3,675 1,230 4,221 400 7,677 28,920
Depreciation and amortization 11,841 6,256 8,601 6,925 5,995 8,682 48,300
Deferred acquisition consideration — 3,433 1,216 3,013 13 — 7,675
Impairment and other losses — — — — 1,028 — 1,028
Other items, net (1)
3,161 318 3,712 701 986 1,976 10,854
Operating income (loss) $ 15,236 $ 24,456 $ 5,015 $ 32,998 $ 16,233 $ (45,879) $ 48,059
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
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SCHEDULE 5
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Nine Months Ended September 30, 2026
Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Corporate, eliminations and other Total
Revenue $ 786,650 $ 349,756 $ 534,561 $ 552,767 $ 110,963 $ (28,220) $ 2,306,477
Billable costs 113,980 23,722 68,801 219,894 160 (304) 426,253
Net revenue
672,670 326,034 465,760 332,873 110,803 (27,916) 1,880,224
Staff costs 390,338 208,901 291,338 178,086 51,460 30,062 1,150,185
Administrative costs 74,036 20,966 74,902 40,634 18,003 10,932 239,473
Unbillable and other costs, net 75,327 381 45,820 6,291 23,962 (4,423) 147,358
Adjusted EBITDA (1)
132,969 95,786 53,700 107,862 17,378 (64,487) 343,208
Stock-based compensation 24,649 8,368 2,871 9,131 906 15,810 61,735
Depreciation and amortization 36,749 18,011 24,319 19,972 18,945 18,399 136,395
Deferred acquisition consideration (1,969) 13,535 9,854 4,773 573 — 26,766
Impairment and other losses — — 191 — 1,028 — 1,219
Other items, net (1)
9,085 1,938 11,692 4,205 1,686 19,240 47,846
Operating income (loss) $ 64,455 $ 53,934 $ 4,773 $ 69,781 $ (5,760) $ (117,936) $ 69,247
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
Page 11
SCHEDULE 6
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Three Months Ended September 30, 2025
Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Corporate, eliminations and other Total
Revenue $ 291,089 $ 104,445 $ 183,112 $ 145,086 $ 26,576 $ (7,310) $ 742,998
Billable costs 51,128 8,334 20,570 48,455 5 (16) 128,476
Net revenue
239,961 96,111 162,542 96,631 26,571 (7,294) 614,522
Staff costs 138,310 62,845 98,212 56,650 17,969 13,224 387,210
Administrative costs 26,835 6,981 24,225 12,516 3,068 (3,238) 70,387
Unbillable and other costs, net 17,187 401 15,554 2,344 6,898 (1,446) 40,938
Adjusted EBITDA (1)
57,629 25,884 24,551 25,121 (1,364) (15,834) 115,987
Stock-based compensation 4,240 934 1,111 1,594 200 4,567 12,646
Depreciation and amortization 12,820 5,932 7,524 6,363 6,455 5,166 44,260
Deferred acquisition consideration (500) 1,874 1,413 (3,716) (12,419) — (13,348)
Impairment and other losses — — — 222 244 — 466
Other items, net (1)
2,200 432 4,153 1,624 1,284 1,357 11,050
Operating income (loss) $ 38,869 $ 16,712 $ 10,350 $ 19,034 $ 2,872 $ (26,924) $ 60,913
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items.
Page 12
SCHEDULE 7
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Nine Months Ended September 30, 2025
Marketing Services Digital Transformation Media & Commerce Communications The Marketing Cloud Corporate, Elimination and Other Total
Revenue $ 817,294 $ 294,301 $ 509,416 $ 420,556 $ 77,380 $ (17,391) $ 2,101,556
Billable costs 124,534 17,210 49,505 135,109 16 (1,656) 324,718
Net Revenue 692,760 277,091 459,911 285,447 77,364 (15,735) 1,776,838
Staff costs 401,036 186,972 291,228 172,273 52,001 33,232 1,136,742
Administrative costs 83,338 19,599 70,963 37,042 11,582 (4,301) 218,223
Unbillable and other costs, net 61,801 1,178 44,486 7,103 18,399 (3,665) 129,302
Adjusted EBITDA (1)
146,585 69,342 53,234 69,029 (4,618) (41,001) 292,571
Stock-based compensation 14,832 3,081 3,302 6,760 541 15,627 44,143
Depreciation and amortization 39,556 17,250 22,211 19,349 17,436 11,833 127,635
Deferred acquisition consideration (4,784) 7,729 2,942 (4,879) (10,919) — (9,911)
Impairment and other losses — — — 222 244 — 466
Other items, net (1)
3,133 1,493 11,210 3,686 2,609 5,737 27,868
Operating income (loss) $ 93,848 $ 39,789 $ 13,569 $ 43,891 $ (14,529) $ (74,198) $ 102,370
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
Page 13
SCHEDULE 8
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Three Months Ended September 30, 2026
GAAP
Adjustments (1)
Non-GAAP
Net income attributable to Stagwell Inc. common shareholders $ 18,119 $ 67,859 $ 85,978
Diluted - Weighted average number of shares outstanding
250,989 — 250,989
Diluted EPS and Adjusted Diluted EPS (1)
$ 0.07 $ 0.34
Adjustments to Net income
Amortization $ 42,884
Impairment and other losses 1,028
Stock-based compensation 28,920
Deferred acquisition consideration 7,675
Other items, net (2)
7,409
87,916
Adjustment to GAAP income tax expense (3)
(20,057)
$ 67,859
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(3) Represents the difference between the income tax expense of $10.9 million at an effective tax rate of 37.7% on a GAAP basis and the income tax expense of $30.9 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Page 14
SCHEDULE 9
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Nine Months Ended September 30, 2026
GAAP
Adjustments (1)
Non-GAAP
Net (loss) income attributable to Stagwell Inc. common shareholders $ (2,970) $ 193,633 $ 190,663
Diluted - Weighted average number of common shares outstanding
247,131 — 247,131
Diluted EPS and Adjusted Diluted EPS (1)
$ (0.01) $ 0.77
Adjustments to Net (loss) income
Amortization $ 119,962
Impairment and other losses 1,219
Stock-based compensation 61,735
Deferred acquisition consideration 26,766
Other items, net (2)
44,401
254,083
Adjustment to GAAP income tax expense (3)
(60,450)
$ 193,633
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(3) Represents the difference between the income tax expense of $7.6 million at an effective tax rate of 265.3% on a GAAP basis and the income tax expense of $68.1 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Page 15
SCHEDULE 10
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Three Months Ended September 30, 2025
GAAP
Adjustments (1)
Non-GAAP
Net income attributable to Stagwell Inc. common shareholders $ 24,619 $ 38,575 $ 63,194
Diluted - Weighted average number of common shares outstanding
259,583 — 259,583
Diluted EPS and Adjusted Diluted EPS (1)
$ 0.09 $ 0.24
Adjustments to Net income
Amortization
$ 38,707
Impairment and other losses 466
Stock-based compensation 12,646
Deferred acquisition consideration (13,348)
Other items, net (2)
13,333
51,804
Adjustment to GAAP income tax expense (3)
(13,229)
38,575
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(3) Represents the difference between the income tax expense of $9.6 million at an effective tax rate of 28.7% on a GAAP basis and the income tax expense of $22.8 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Page 16
SCHEDULE 11
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Nine Months Ended September 30, 2025
GAAP
Adjustments (1)
Non-GAAP
Net income attributable to Stagwell Inc. common shareholders $ 16,441 $ 134,175 $ 150,616
Net loss attributable to Class C shareholders (6,637) — (6,637)
Net income attributable to Stagwell Inc. and Class C shareholders and adjusted net income $ 9,804 $ 134,175 $ 143,979
Diluted - Weighted average number of common shares outstanding
214,557 — 214,557
Weighted average number of shares of Class C Common Stock outstanding 52,216 — 52,216
Diluted - Weighted average number of shares outstanding
266,773 — 266,773
Diluted EPS and Adjusted Diluted EPS (1)
$ 0.04 $ 0.54
Adjustments to Net income
Amortization
$ 107,281
Impairment and other losses 466
Stock-based compensation 44,143
Deferred acquisition consideration (9,911)
Other items, net (2)
30,151
172,130
Adjustment to GAAP income tax expense (3)
(37,955)
$ 134,175
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(3) Represents the difference between the income tax expense of $14.0 million at an effective tax rate of 50.3% on a GAAP basis and the income tax expense of $51.9 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Page 17
SCHEDULE 12
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
September 30, 2026 December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents $ 132,197 $ 104,537
Accounts receivable, net 772,787 735,752
Expenditures billable to clients 144,015 164,694
Other current assets 174,932 157,309
Total Current Assets 1,223,931 1,162,292
Fixed assets, net 70,083 73,081
Right-of-use assets - operating leases 189,243 213,576
Goodwill 1,598,491 1,595,238
Other intangible assets, net 795,689 834,248
Deferred tax assets 280,193 281,057
Other assets 53,812 55,055
Total Assets $ 4,211,442 $ 4,214,547
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS ("RNCI"), AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable $ 489,376 $ 548,320
Accrued media 228,612 239,490
Accruals and other liabilities 330,142 291,554
Advance billings 365,529 329,815
Current portion of lease liabilities - operating leases 55,073 55,386
Current portion of deferred acquisition consideration 42,871 15,446
Total Current Liabilities 1,511,603 1,480,011
Long-term debt 1,414,574 1,326,013
Long-term portion of deferred acquisition consideration 21,494 24,598
Long-term lease liabilities - operating leases 195,482 224,397
Deferred tax liabilities 53,899 54,726
Long-term tax receivable agreement liability 252,390 252,390
Other liabilities 30,456 51,077
Total Liabilities 3,479,898 3,413,212
Redeemable Noncontrolling Interests 21,247 24,968
Commitments, contingencies and guarantees
Shareholders' Equity
Common shares - Class A 245 252
Paid-in capital 697,402 744,463
Retained earnings 31,203 32,930
Accumulated other comprehensive loss (34,787) (19,252)
Stagwell Inc. Shareholders' Equity 694,063 758,393
Noncontrolling interests 16,234 17,974
Total Shareholders' Equity 710,297 776,367
Total liabilities, RNCI, and shareholders’ equity
$ 4,211,442 $ 4,214,547
Page 18
SCHEDULE 13
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED SUMMARY CASH FLOW DATA
(amounts in thousands)
Nine Months Ended September 30,
2026 2025
Cash flows from operating activities:
Net (loss) income $ (4,252) $ 13,804
Adjustments to reconcile net loss to cash provided by operating activities:
Stock-based compensation 61,735 44,143
Depreciation and amortization 136,395 127,635
Amortization of right-of-use lease assets and lease liability interest
47,471 51,208
Impairment and other (gains) losses (2,226) (3,063)
Deferred income taxes 476 3,216
Adjustment to deferred acquisition consideration 26,766 (9,911)
Other, net 2,280 1,319
Changes in working capital:
Accounts receivable (51,575) (3,477)
Expenditures billable to clients 20,723 26,266
Other current assets (22,408) (53,377)
Accounts payable (50,059) (57,306)
Accrued expenses and other liabilities 5,297 (117,118)
Advance billings 35,360 67,964
Current portion of lease liabilities - operating leases (52,254) (59,414)
Deferred acquisition related payments (1,450) (1,176)
Net cash provided by operating activities
152,279 30,713
Cash flows from investing activities:
Capitalized software (75,855) (45,315)
Capital expenditures (27,405) (26,338)
Acquisitions, net of cash acquired (6,347) (6,179)
Other (4,303) (2,927)
Net cash used in investing activities
(113,910) (80,759)
Cash flows from financing activities:
Repayment of borrowings under revolving credit facility (1,533,426) (1,412,000)
Proceeds from borrowings under revolving credit facility 1,619,780 1,586,326
Shares repurchased and cancelled (90,716) (105,183)
Distributions to noncontrolling interests and RNCI (3,903) (5,018)
Payment of deferred consideration (337) (16,103)
Purchase of noncontrolling interest (450) —
Tax Receivables Agreement payment (2,554) —
Debt financing and other costs — (3,795)
Net cash (used in) provided by financing activities
(11,606) 44,227
Effect of exchange rate changes on cash and cash equivalents 897 6,718
Net increase in cash and cash equivalents 27,660 899
Cash and cash equivalents at beginning of period 104,537 131,339
Cash and cash equivalents at end of period $ 132,197 $ 132,238
Page 19
EX-99.2
EX-99.2
Filename: a3q26earningspresentatio.htm · Sequence: 3
a3q26earningspresentatio
EARNINGS PRESENTATION Third Quarter 2026 OCTOBER 29 | 2026
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance, growth, and future prospects, the Company’s strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated and actual operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “ability,” “aim,” “anticipate,” “assume,” “believe,” “better,” “build,” “consider,” “continue,” “could,” “develop,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “forecast,” “future,” “grow,” “guidance,” “illustrative,” “improve,” “intend,” “likely,” “maintain,” “may,” “ongoing,” “outlook,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “scenario,” “seek,” “should,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward- looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following: • risks associated with international, national and regional unfavorable economic conditions, including the effect of changing tariffs and other trade policies, inflation and other macroeconomic factors that could affect the Company or its clients; • demand for the Company’s services, which may precipitate or exacerbate other risks and uncertainties; • inflation and actions taken by central banks to counter inflation; • the Company’s ability to attract new clients and retain existing clients; • the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements; • financial failure of the Company’s clients; • the Company’s ability to retain and attract key employees; • the Company’s ability to compete in the markets in which it operates; • the Company’s ability to achieve its cost saving initiatives; • the Company’s implementation of strategic initiatives; • the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests, deferred acquisition consideration and profit interests; • the Company’s ability to manage its growth effectively; • the Company’s ability to identify and complete acquisitions or other strategic transactions that complement and expand the Company’s business capabilities and successfully integrate newly acquired businesses into the Company’s operations, retain key employees, and realize cost savings, synergies and other related anticipated benefits within the expected time period; • the Company’s ability to identify and complete divestitures and to achieve the anticipated benefits therefrom; • the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products; • the Company’s use of artificial intelligence, including generative artificial intelligence; • adverse tax consequences for the Company, its operations and its stockholders, that may differ from the expectations of the Company, including that recent or future changes in tax laws, potential changes to corporate tax rates in the United States and disagreements with tax authorities on the Company’s determinations that may result in increased tax costs; • adverse tax consequences in connection with the business combination that formed the Company in August 2021, including the incurrence of material Canadian federal income tax (including material “emigration tax”); • the Company’s ability to maintain an effective system of internal control over financial reporting, including the risk that the Company’s internal controls will fail to detect misstatements in its financial statements; • the Company’s ability to accurately forecast its future financial performance and provide accurate guidance; • the Company’s ability to protect client data from security incidents or cyberattacks; • economic disruptions resulting from war and other economic and geopolitical tensions (such as the ongoing military conflicts in Iran and the Middle East, and between Russia and Ukraine), terrorist activities, natural disasters, public health events, and tariff and trade policies; • stock price volatility; and foreign currency fluctuations. Investors should carefully consider these risk factors, other risk factors described herein, and the additional risk factors outlined in more detail in our 2025 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2026, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings. FORWARD LOOKING STATEMENTS & OTHER INFORMATION 2
DEFINITIONS OF NON-GAAP FINANCIAL MEASURES 3 In addition to its reported results, Stagwell Inc. has included in this earnings presentation certain financial results that the Securities and Exchange Commission (SEC) defines as "non-GAAP Financial Measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following: Pro Forma Results: The Pro Forma amounts presented for each period were prepared by combining the historical standalone statements of operations for each of legacy MDC and SMG. The unaudited pro forma results are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or consolidated financial condition would have been had the combination actually occurred on the date indicated, nor do they purport to project the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. The Company has excluded a quantitative reconciliation of Adjusted Pro Forma EBITDA to net income under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. 1. Organic Net Revenue: “Organic net revenue growth (decline)” reflects the year-over-year change in the Company’s reported net revenue attributable to the Company’s management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company’s reported net revenue. The net impact of acquisitions (divestitures) reflects the year-over-year change in the Company’s reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. We calculate the impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity’s current period reported revenue as the impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present an amount equal to the entity’s current year net revenue for the same period during which we didn’t own the entity in the prior year as the impact of the acquisition in the current year. We calculate the impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity’s prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity’s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations. The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates 2. Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period. 3. Adjusted EBITDA: defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense, income tax expense or benefit, equity in income or loss of non-consolidated entities and net income or loss attributable to noncontrolling and redeemable noncontrolling interest holders to achieve Operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, impairment and other losses, and other items. Other items primarily includes restructuring, certain system implementation costs, working capital administrative fees and acquisition-related expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating income (loss), as Net income (loss) is not relevant for reportable segment financial metric 4. Adjusted Diluted EPS: defined as Adjusted Net Income (loss) attributable to Stagwell Inc. common and Class C shareholders, divided by the diluted weighted average shares outstanding. Adjusted Net Income represents net income (loss) attributable to Stagwell Inc. common and Class C shareholders, excluding amortization, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), allocated between the two share classes based on their respective income allocation percentages using a normalized effective tax rate. The diluted weighted average shares outstanding includes the diluted weighted average common shares outstanding plus Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) as if converted to shares of Class A Common Stock if not included because they were anti-dilutive 5. Free Cash Flow: defined as consolidated net cash flow from operations less cash outflow from capital expenditures and capitalized software, excluding material nonrecurring capital purchases. Free Cash Flow Conversion is the percentage of adjusted EBITDA. 6. Financial Guidance: The Company provides guidance on a non-GAAP basis as it cannot predict certain elements which are included in reported GAAP results. Included in this earnings presentation are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures.
4 FINANCIAL Outlook Note: Guidance as of 10/29/2026. The Company has excluded a quantitative reconciliation with respect to the Company’s 2026 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" on previous slide for additional information on definitions for Total Net Revenue, Adjusted EBITDA, Adjusted Diluted Earnings Per Share, and Free Cash Flow. Please refer to our investor website at stagwellglobal.com/investors for information on Forward Looking Statements and risk factors outlined in our 2025 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 13 2026, and accessible on the SEC’s website at www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings. Raise ADJUSTED EBITDA$490M - $540M IN ADJUSTED EARNINGS PER SHARE$1.07 - $1.21 Reiterate TOTAL NET REVENUE GROWTH8% - 12% EBITDA CONVERSION ON FREE CASH FLOW50% - 60%
5 OUR OPERATING Segments Marketing Services Scaling Brand Reach with AI-Powered Creativity Media & Commerce Delivering Data-Driven Outcomes for Brand Performance Communications Intelligent & Highly-Targeted Communications Strategies Digital Transformation Building & Designing Digital Platforms & Technology 2 3 4 5 The Marketing Cloud SaaS & DaaS Tools for the Modern Marketer 1 32% 18% 24% 18% 8% % OF 3Q26 NET REVENUE BY SEGMENT Notes: Figures may not foot due to rounding
THIRD QUARTER Highlights 6 ACCELERATING GROWTH Organic Revenue growth of 11% YoY to $816M, Organic Net revenue growth of 7% YoY to $664M • Performance driven by organic net revenue growth of 23% in Digital Transformation; Organic two-year stack of 30% continues improving trend and demonstrates accelerating momentum • Organic net revenue growth of 108% in The Marketing Cloud driven by accelerating Software & Enterprise Tech sales • Communications saw sequential improvement in organic net revenue growth to 20% in 3Q26 ahead of upcoming US Midterm elections CONTINUING NEW BUSINESS MOMENTUM $168M of net new business, Bringing LTM NNB to $586M • Secured largest ever multi-agency win with ServiceNow • Landed first major Federal Government contract with U.S. Central Command • $59M of committed revenue for Enterprise Tech Solutions year-to-date, including Stagwell Machines, more than double initial $25 million target IMPROVING CASH & COSTS 3Q26 adjusted EPS grew 42% to $0.34 • Adjusted EBITDA grew 25% to $145M, a 22% margin, 290bps higher than 3Q25 • Cash Flow from Operations improved $125M YoY* • Labor Ratio in 3Q26 stands at 57.6%, an improvement of 400bps versus the prior year period • Actioned $78 million to date of the $80-$100M of cost savings by YE26 announced in April 2025 $664MNET REVENUE 2.7xNET LEVERAGE RATIO $145MADJ. EBITDA Note: Net Leverage Ratio defined as Net Debt divided by LTM Adjusted EBITDA. * Excludes $3.1M pension settlement contribution. GAAP net cash provided by operating activities improved $121.6M YoY to $152.3M. TRANSFORMING THE BUSINESS Expanded strategic partnership with Palantir to strengthen Stagwell enterprise solutions and co-develop future tools • Launched new global media agency Stagwell Media, introducing a differentiated media model designed for agility, performance, and growth • Streamlined AI product go-to-market strategy with Stagwell AI, a unified portfolio of agentic technology solutions including Stagwell Machines for enterprises and NEW by Stagwell AI for SMBs • Acquired Freestar, an ad operation platform serving blue-chip online publishers like Fortune and The Boston Globe, to further our investment in owned media
7 Drivers
Mark Penn CHAIRMAN & CEO 8 Note: Two-Year Stack calculated as current period growth plus prior year same period growth. Chart represents Organic Net Revenue Growth for the Digital Transformation segment. Refer to “Definitions of Non-GAAP Financial Measures” on Slide 3 of this presentation for definition of “Organic Net Revenue”. “ Stagwell is fast becoming the #1 Marketing Transformation company in the world We are increasingly the mix of software and services I envisioned when I founded Stagwell 11 years ago. Our current valuation does not reflect our high growth, high margin business mix driven by our differentiated Digital Transformation & Enterprise Technology offerings. ” -24.5% -26.1% -15.2% -2.9% -0.3% 0.2% 11.0% 14.2% 23.6% 31.9% 29.2% 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 1Q26 2Q26 3Q26 TWO-YEAR ORGANIC NET REVENUE GROWTH STACK 923% CONSECUTIVE QUARTERS OF 2-YEAR STACK IMPROVEMENT ORGANIC NET REVENUE GROWTH VERSUS 3Q25
9 EXCEEDED ENTERPRISE TECHNOLOGY Target Preliminary Target Progress $25M $12M Identified Pipeline $59M Committed Revenue $71M Identified Pipeline + Committed Revenue
10 NEW BUSINESS Momentum $168M3Q26 NET NEW BUSINESS $586MLTM $31.3M3Q26ANNUALIZED NET REVENUE NOTABLE BUSINESS WINS & EXPANSIONS AVG. PER TOP 25 CLIENT
11 NEW BUSINESS Momentum $251M $324M $472M $586M 3Q23 3Q24 3Q25 3Q26 Note: Net New Business defined as estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period . GROWTH FROM TOP 100 CUSTOMERS (VERSUS 3Q25) 29% INCREASE IN LTM NET NEW BUSINESS (VERSUS 3Q25) $114M
12 Financials
13 3Q26 & 9M26 Summary Combined Financials Note: Figures may not foot due to rounding. Nine Months Ended Sept 30Three Months Ended Sept 30 2025202620252026 $2,101,556$2,306,477$742,998$816,027Revenue 324,718426,253128,476152,010Billable Costs 1,776,8381,880,224614,522664,017Net Revenue 1,136,7421,150,185387,210385,617Staff costs 218,223239,47370,38782,758Administrative costs 129,302147,35840,93850,806Unbillable and other costs, net 292,571343,208115,987144,836Adjusted EBITDA 44,14361,73512,64628,920Stock-based compensation 127,635136,39544,26048,300Depreciation and amortization (9,911)26,766(13,348)7,675Deferred acquisition consideration 4661,2194661,028Impairment and other losses 27,86847,84611,05010,854Other items, net $102,370$69,247$60,913$48,059Operating income 16.5%18.3%18.9%21.8%Adjusted EBITDA margin (on net revenue)
14 3Q26 & 9M26 Net Revenue Note: Figures may not foot due to rounding. Nine Months Ended Sept 30, 2026Three Months Ended Sept 30, 2026 ChangeNet RevenueChangeNet Revenue $1,776,838$614,522September 30, 2025 4.8%84,6247.4%45,688Organic net revenue 0.6%10,5420.7%4,260Acquisitions (divestitures), net 0.5%8,220(0.1%)(453)Foreign currency 5.8%$103,3868.1%$49,495Total Change $1,880,224$664,017September 30, 2026
Note: Figures may not foot due to rounding. 3Q 15 YTD3Q26 Net Revenue Growth Organic Net Revenue Growth Net Revenue Growth Organic Net Revenue Growth 7.5%7.3%12.0%11.2%United States 7.2%6.3%(1.1%)(0.8%)United Kingdom (2.8%)(8.2%)(6.8%)(7.1%)Rest of World 5.8%4.8%8.1%7.4%TOTAL 80% 6% 14% % OF NET REVENUE 3Q26 & 9M26 NET REVENUE by Geography
YTD3Q26 Revenue Growth Organic Revenue Growth Revenue Growth Organic Revenue GrowthOPERATING SEGMENT 43.4%39.7%110.1%108.6%The Marketing Cloud 18.8%17.2%21.8%21.5%Digital Transformation 4.9%(0.4%)(3.4%)(3.2%)Media & Commerce 31.4%28.6%45.4%40.0%Communications (3.7%)(0.4%)(12.2%)(6.8%)Marketing Services 9.7%8.8%9.8%10.8%TOTAL 7% 15% 21% 26% 31% 3Q26 & 9M26 REVENUE GROWTH by Segment 3Q % OF TOTAL REVENUE
YTD3Q26 Net Revenue Growth Organic Net Revenue Growth Net Revenue Growth Organic Net Revenue GrowthOPERATING SEGMENT 43.2%39.5%109.6%108.4%The Marketing Cloud 17.7%16.5%23.5%23.1%Digital Transformation 1.3%0.0%(2.3%)(2.1%)Media & Commerce 16.6%12.7%28.0%20.0%Communications (2.9%)(2.2%)(9.3%)(7.5%)Marketing Services 5.8%4.8%8.1%7.4%TOTAL 8% 18% 24% 18% 32% 3Q26 & 9M26 NET REVENUE GROWTH by Segment 3Q % OF TOTAL NET REVENUE
YTD3Q26OPERATING SEGMENT N/AN/AThe Marketing Cloud 38.2%47.1%Digital Transformation 0.9%(19.5%)Media & Commerce 56.4%90.8%Communications (9.3%)(27.1%)Marketing Services 17.3%24.8%TOTAL 14% 22% 11% 28% 24% Adj. EBITDA* Growth Y/Y Note: Figures may not foot due to rounding. *Adjusted EBITDA percentages in pyramid does not adjust for corporate eliminations 3Q26 & 9M26 ADJ. EBITDA GROWTH by Segment 3Q % OF TOTAL ADJ. EBITDA
19 LIQUIDITY Note: Figures may not foot due to rounding. $ in Millions AVAILABLE LIQUIDITY (AS OF 09/30/2026) $750Commitment Under Credit Facility 324Drawn 16Letters of Credit $410Undrawn Commitments Under Facility 132Total Cash & Cash Equivalents $542TOTAL AVAILABLE LIQUIDITY
20 Note: Figures may not foot due to rounding. MAINTAINING Discipline AROUND DEFERRED ACQUISITION COSTS DAC DECREASED BY $13M FROM 3Q25 QUARTER-END BALANCE ($2M) FROM 3Q24 QUARTER-END BALANCE $70M FROM 3Q23 QUARTER-END BALANCE $134M $62M $77M $64M 3Q23 3Q24 3Q25 3Q26
21 3Q26 & YTD26 Adjusted Earnings Per Share Note: Numbers may not foot due to rounding. Nine Months Ended Sept 30, 2026 Three Months Ended Sept 30, 2026 NON-GAAPADJUSTMENTSREPORTED (GAAP)NON-GAAPADJUSTMENTSREPORTED (GAAP)$ and Shares in Thousands $ 190,663$193,633$ (2,970)$ 85,978$67,859$ 18,119Net income (loss) attributable to Stagwell Inc. common shareholders 247,131—247,131250,989—250,989Diluted - Weighted average number of common shares outstanding $ 0.77$ (0.01)$ 0.34$ 0.07Adjusted earnings per share (diluted) ADJUSTMENTS TO NET INCOME $ 119,962$ 42,884Amortization expense 1,2191,028Impairment and other losses 61,73528,920Stock-based compensation 26,7667,675Deferred acquisition consideration 44,4017,409Other items, net 254,08387,916Total add-backs (60,450)(20,057)Adjusted tax expense $193,633$67,859
22 3Q26 & YTD26 GAAP Consolidated Operating Performance Note: Numbers may not foot due to rounding. Nine Months Ended Sept 30Three Months Ended Sept 30 2025202620252026$ and Shares in Thousands $2,101,556$2,306,477$742,998$816,027Revenue 1,342,2401,488,293470,937511,698Cost of services 528,845611,323166,422206,942Office & general expenses 127,635136,39544,26048,300Depreciation and amortization 4661,2194661,028Impairment and other losses 102,37069,24760,91348,059Operating income (72,007)(69,587)(25,196)(23,993)Interest expense, net (484)(172)(366)2,244Foreign exchange, net (2,143)3,394(2,032)2,526Other, net (74,634)(66,365)(27,594)(19,223)Other income (expenses) 27,7362,88233,31928,836Income before income taxes and equity in earnings of non-consolidated affiliates 13,9507,6469,55510,882Income tax expense 13,786(4,764)23,76417,954Income (loss) before equity in earnings of non-consolidated affiliates 18512(1)442Equity in income (loss) of non-consolidated affiliates 13,804(4,252)23,76318,396Net income (loss) 2,6371,282856(277)Net (income) loss attributable to non-controlling & redeemable non-controlling interests $16,441$(2,970)$24,619$18,119Net income (loss) attributable to Stagwell Inc. common shareholders EARNINGS (LOSS) PER SHARE $0.08$(0.01)$0.10$0.07Basic $0.04$(0.01)$0.09$0.07Diluted WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 210,139247,131255,952244,666Basic 266,773247,131259,583250,989Diluted
23 CAPITAL Structure 1. A portion of the DAC will be paid with approximately 2.4m shares assuming conversion as of 10/23/26. 2. Includes redeemable non-controlling interest and obligations in connection with profit interests held by employees. 3. Non-consolidated investments 4. Share Count does not include portion of DAC to be settled in stock. Pro Forma total share count as of 10/23/2026 would be 248.0m Class A shares, 3.5m shares to settle DAC and 23.2m share-based awards, for a total of 274.7m shares outstanding. NET DEBT & DEBT-LIKE ($M, AS OF 09/30/2026) $ 324Revolving Credit Facility 1,100Bonds 16NCI 64DAC1 29RNCI2 (27)Less: Investments3 (132)Less: Cash $ 1,374TOTAL NET DEBT & DEBT-LIKE SHARE COUNT4 (THOUSANDS, AS OF 10/23/2026) 247,973Class A 23,219Share-based awards 271,192DILUTED
24 SHARE COUNT Trajectory Note: Shares Outstanding includes all Class A, B and C shares outstanding as reported in the full-year earnings presentation related to the specified year. Class B and Class C shares are no longer extant.. 298.2M 292.6M 270.1M 266.5M 252.3M 246.4M 244.4M 244.6M YE21 YE22 YE23 YE24 YE25 1Q26 2Q26 3Q26 SHARES OUTSTANDING REDUCTION IN SHARE COUNT (VERSUS 3Q25) 10M REDUCTION IN SHARE COUNT (VERSUS YEAR-END 2021) 54M AVAILABLE TO REPURCHASE SHARES UNDER CURRENT PLAN $326M
25 ILLUSTRATIVE VALUATION SCENARIO Pivot to Digital Transformation & Software Numbers may not foot due to rounding Enterprise ValueMultiple2028 Adjusted EBITDA $ 2,23712.0x$ 186Digital Transformation $ 2,04015.0x$ 136The Marketing Cloud $ 2,7417.0x$ 392All Other $ 7,0179.8x$ 714TOTAL $ (466)(Net Debt) $ 6,551EQUITY VALUE 248/ Share Count $ 26.42STOCK PRICE Key Assumptions: • 4Q26 Segment Net Revenue applies 3Q26 year-over-year organic growth rates to 4Q25 actuals • Digital Transformation segment grows at a 15% Net Revenue CAGR from ‘26-’28; Segment margin of 32%, in-line with 3Q26 • The Marketing Cloud segment grows at a 35% Net Revenue CAGR from ‘26-’28; Segment margin of 45%, broadly in-line with 3Q26 • All Other grows at a 5% Net Revenue CAGR; Segment margin of 18%, broadly in-line with 3Q26 • Free Cash Flow Conversion of 55% in ‘27 and ‘28, in-line with FY26 Guidance • Share Count reflects Class A shares outstanding as of 10/23/26 • Model does not include potential M&A • All assumptions are believed to be reasonable but are illustrative and should not be interpreted as guidance for the current or future periods
26 CONTACT US: IR@STAGWELLGLOBAL.COM
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Oct. 29, 2026
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