SCHEDULE 13D/A: Stagwell Inc. Insider Ownership Update: Mark Penn and Affiliates Adjust Holdings Following Share Distribution

An amendment to Schedule 13D reveals Mark J. Penn and affiliated entities have adjusted their beneficial ownership in Stagwell Inc. Class A Common Stock, primarily due to a share distribution by Stagwell Group LLC to its members.

Summary

• This document is Amendment No. 16 to the Schedule 13D filing for Stagwell Inc.'s Class A Common Stock.
• The filing is jointly made by Mark J. Penn, Stagwell Agency Holdings LLC, The Stagwell Group LLC, and Stagwell Media LP.
• The primary purpose of this amendment is to report the distribution of 6,811,332 shares of Class A Common Stock by Stagwell Group LLC to its members.
• Of the shares intended for distribution, 6,658,707 were transferred on April 18, 2025, following instructions issued by Stagwell Group LLC on April 16, 2025.
• As of the filing date, Mark J. Penn beneficially owns an aggregate of 31,098,697 shares, representing 11.7% of the Class A Common Stock.
• Stagwell Group LLC beneficially owns 22,296,375 shares, representing 8.4% of the Class A Common Stock.
• The calculations for beneficial ownership are based on a total of 265,743,768 issued and outstanding shares of Class A Common Stock.
• Mark J. Penn's direct holdings include 8,802,322 shares of Class A Common Stock, of which 640,988 are unvested restricted stock scheduled to vest on March 1, 2026.
• Mr. Penn also directly holds 191,733 restricted stock units unvested until March 7, 2026.
• Additionally, Mr. Penn holds 1,500,000 vested Stock Appreciation Rights (SARs) with a base price of $8.27 per share, and 225,000 SARs with a base price of $6.79 per share, of which 150,000 are vested and 75,000 vest on March 1, 2026.

Sentiment

Score: 5

Explanation: Neutral. This is a factual regulatory filing detailing changes in beneficial ownership due to a share distribution, with no positive or negative implications for company performance or outlook.

Future Outlook

The document primarily details changes in beneficial ownership due to a share distribution and does not provide forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Industry Context

This filing is a routine update on beneficial ownership and does not provide information relevant to broader industry trends or competitive analysis.

Related Party Transactions

• The distribution of 6,811,332 shares of Class A Common Stock by Stagwell Group LLC to its members is detailed.

Stakeholder Impact

• The primary impact is on the beneficial ownership structure of Stagwell Inc.'s Class A Common Stock, specifically affecting the holdings of Mark J. Penn and entities associated with Stagwell Group LLC members.

Key Dates

Keywords

Stagwell Inc., Class A Common Stock, Schedule 13D, Beneficial Ownership, Mark J. Penn, Stagwell Group LLC, Share Distribution, SEC Filing, Insider Holdings, Corporate Governance