SCHEDULE: Stagwell Inc. Insider Corrects Share Distribution

Mark J. Penn transferred 2 million Class A Common Stock shares to Stagwell Group to rectify a prior distribution, adjusting beneficial ownership percentages.

Summary

• This Amendment No. 18 to Schedule 13D was filed jointly by Mark J. Penn, Stagwell Group LLC, Stagwell Agency Holdings LLC, and Stagwell Media LP.
• Mark J. Penn transferred 2,000,000 shares of Class A Common Stock to Stagwell Group LLC on December 15, 2025.
• This transfer was made to correct an erroneous distribution of shares by Stagwell Group LLC to Mark J. Penn that occurred on July 17, 2025.
• As of December 15, 2025, the total number of issued and outstanding shares of Class A Common Stock is 252,118,245.
• Mark J. Penn beneficially owns an aggregate of 29,368,697 shares of Class A Common Stock, representing 11.6% of the class.
• Stagwell Group LLC beneficially owns 2,000,000 shares of Class A Common Stock, representing 0.8% of the class.
• Mark J. Penn's direct holdings include 27,368,697 shares of Class A Common Stock, of which 640,988 are unvested restricted shares scheduled to vest on March 1, 2026, subject to performance targets and continued employment.
• Mr. Penn also directly holds 191,733 restricted stock units that are not scheduled to vest until March 7, 2026, subject to continued employment.
• Additionally, Mr. Penn holds 1,500,000 vested Stock Appreciation Rights (SARs) granted on December 14, 2021, with a base price of $8.27 per share.
• He also holds 225,000 SARs granted on March 1, 2023, with a base price of $6.79 per share, of which 150,000 are vested and 75,000 will vest on March 1, 2026.
• A previous transfer of 1,750,000 shares by Mark J. Penn as a gift was reported on his Form 4, dated August 5, 2025.

Sentiment

Score: 5

Explanation: The filing is neutral, reporting a factual correction of share ownership and updating beneficial ownership percentages. It does not contain information that would typically be interpreted as positive or negative for the company's prospects.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of beneficial ownership changes, common for insiders of publicly traded companies. It does not provide specific insights into broader industry trends or competitive landscape beyond the company's internal ownership structure.

Related Party Transactions

• The transfer of 2,000,000 shares from Mark J. Penn to Stagwell Group LLC on December 15, 2025, to correct a prior distribution on July 17, 2025, constitutes a related party transaction given Mr. Penn's controlling interest in Stagwell Group.

Stakeholder Impact

• Shareholders: Clarifies the beneficial ownership structure of a significant insider and related entities.
• Employees: No direct impact mentioned, but Mark J. Penn's unvested equity awards are tied to continued employment and performance targets.

Next Steps

• Vesting of 640,988 unvested restricted shares for Mark J. Penn on March 1, 2026.
• Vesting of 191,733 restricted stock units for Mark J. Penn on March 7, 2026.
• Vesting of 75,000 SARs for Mark J. Penn on March 1, 2026.

Key Dates

Keywords

Stagwell Inc., Class A Common Stock, Schedule 13D, Beneficial Ownership, Mark J. Penn, Share Transfer, Corporate Governance, SEC Filing