Mark Jeffery Penn - 31 Mar 2025 Form 4 Insider Report for Stagwell Inc (STGW)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Mark Penn
Issuer symbol: STGW
Transactions as of: 31 Mar 2025
Net transactions value: -$1,134,729
Form type: 4
Filing time: 02 Apr 2025, 19:05:32 UTC
Previous filing: 11 Mar 2025
Next filing: 08 Apr 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STGW	Class A Common Stock	Disposed to Issuer	$0	-106,746	-4%	$0.000000	2,559,008	31 Mar 2025	Direct	F1
transaction	STGW	Class A Common Stock	Tax liability	$1,134,729	-191,354	-7.5%	$5.93	2,367,654	31 Mar 2025	Direct	F2
transaction	STGW	Class A Common Stock	Options Exercise		+151,648,741	+116653%		151,778,741	02 Apr 2025	See Footnote	F3, F4, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	STGW	Class C Common Stock	Options Exercise	$0	-151,648,741	-100%	$0.000000	0	02 Apr 2025	Class A Common	151,648,741		See Footnote	F3, F4, F6, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of restricted stock forfeited to the Issuer in connection with the partial vesting of a restricted stock award.
F2	Represents shares withheld by the Issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock.
F3	On April 2, 2025, Stagwell Media (as defined and discussed in footnote 4 hereto) exchanged all of its 151,648,741 Paired Equity Interests (as defined and discussed in footnote 7 hereto) for an equal number of shares of Class A Common Stock of the Issuer.
F4	The Reporting Person is the controlling person of Stagwell Media LP ("Stagwell Media"). Following the reported transaction, Stagwell Media holds directly 151,648,741 shares of Class A Common Stock and zero shares of Class C Common Stock.
F5	The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell Group"). Stagwell Group holds directly 130,000 shares of Class A Common Stock of the Issuer.
F6	The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F7	A holder of shares of Class C Common Stock may, at its option, exchange its shares of Class C Common Stock, together with its corresponding interest in a subsidiary of the Issuer (collectively, a "Paired Equity Interest"), for shares of Class A Common Stock on a one-for-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock).
F8	The right of a holder of shares of Class C Common Stock to exchange such shares for Class A Common Stock is not subject to a date exercisable or an expiration date.