STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Q3 YoY Revenue Growth of 4%, Q3 YoY Net Revenue Growth of 6%

Q3 YoY Net Revenue Growth excluding Advocacy of 10%, Digital Transformation Net Revenue Growth of 12%, Marketing Services Net Revenue Growth of 9%

Q3 Net Income Attributable to Stagwell Inc. Common Shareholders of $25million; Q3 Adjusted EBITDA of $115million; Q3 Adjusted EBITDA ex. Advocacy YoY Growth of 23% to $103 million

Q3 EPS of $0.09; Adjusted EPS of $0.24

YTD Increase in Cash Flow from Operations of $100 million Over Prior Year Period

Net New Business of $122million in Q3; LTM Net New Business of $472million

Announced a Groundbreaking Partnership with Palantir

Guidance for 2025 of Total Net Revenue Growth of ~8%; Adjusted EBITDA of $410 million to $460 million; Free Cash Flow Conversion in excess of 45%

(NASDAQ: STGW)–Stagwell Inc. (“Stagwell”) today announced financial results for the three and nine months ended September 30, 2025.

THIRD QUARTER RESULTS:

— Q3 Revenue of $743 million, an increase of 4% versus the prior year period; YTD Revenue of $2,102 million, an increase of 2% versus the prior year period;

— Q3 Revenue ex. Advocacy of $686 million, an increase of 12% versus the prior year period; YTD Revenue ex. Advocacy of $1,947 million, an increase of 7% versus the prior year period;

— Q3 Net Revenue of $615 million, an increase of 6% versus the prior year period; YTD Net Revenue of $1,777 million, an increase of 7% versus the prior year period;

— Q3 Net Revenue ex. Advocacy of $578 million, an increase of 10% versus the prior year period; YTD Net Revenue ex. Advocacy of $1,672 million, an increase of 10% versus the prior year period;

— Q3 Net Income attributable to Stagwell Inc. Common Shareholders of $25 million versus $3 million in the prior year period; YTD Net Income attributable to Stagwell Inc. Common Shareholders of $16 million versus a Net Loss attributable to Stagwell Inc. Common Shareholders of $1 million in the prior year period;

— Q3 Adjusted EBITDA of $115 million, an increase of 3% versus the prior year period; YTD Adjusted EBITDA of $288 million, flat versus the prior year period;

— Q3 Adjusted EBITDA Margin of 19% on net revenue; YTD Adjusted EBITDA Margin of 16% on net revenue;

— Q3 Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $0.09 versus $0.03 in the prior year period; YTD Earnings Per Share Attributable to Stagwell Inc. Common Shareholders of $0.04 versus $(0.01) in the prior year period;

— Q3 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.24 versus $0.22 in the prior year period; YTD Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.53 versus $0.53 in the prior year period;

— YTD Net Cash provided by Operating Activities of $31 million versus net cash used in Operating Activities of $69 million in the prior year period;

— Net new business of $122 million in the third quarter, last twelve-month net new business of $472 million

See “Non-GAAP Financial Measures” below for explanations and reconciliations of the Company's non-GAAP financial measures.

Mark Penn, Chairman and CEO of Stagwell, said, “With double-digit growth in non-advocacy work, strong organic growth in nearly all areas, enhanced cash flow and increased non-advocacy margin, this quarter again demonstrates how Stagwell is a winner in an industry undergoing significant transformation. Our newly announced partnership with Palantir is yet another example of how Stagwell is a leader in the application of AI for marketing.”

Ryan Greene, Chief Financial Officer, commented: “While achieving significant growth, we're successfully trimming our costs. An active focus on labor efficiency and cost discipline resulted in a 19% adjusted EBITDA margin, and drove an impressive 9% year-over-year increase in adjusted EPS to $0.24, even with the cyclical advocacy pullback. The momentum we've built through the third quarter gives us confidence in a strong finish to the year.”

Financial Outlook

2025 financial guidance is as follows:

— Total Net Revenue growth of ~8%

— Adjusted EBITDA of $410 million to $460 million

— Free Cash Flow Conversion in excess of 45%

— Adjusted EPS of $0.75 – $0.88

— Guidance includes anticipated impact from acquisitions or dispositions.

* The Company has excluded a quantitative reconciliation with respect to the Company's 2025 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, November6, 2025, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the three and nine months ended September 30, 2025. The video webcast will be accessible at https://edge.media-server.com/mmc/p/xtchu5qq/. An investor presentation has been posted on our website atwww.stagwellglobal.comand 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 challenger network built to transform marketing. 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 45+ countries are unified under a single purpose: to drive effectiveness and improve business results for their clients. Join us at www.stagwellglobal.com.

Contacts

For Investors: Ben Allanson IR@stagwellglobal.com

For Press: Beth Sidhu 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” and “Organic net revenue 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 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 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 excluding non-operating income or expense to achieve operating income, plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items. Other items include restructuring costs, acquisition-related expenses, and non-recurring items.

(4) Adjusted Diluted EPS is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income attributable to Class C shareholders, excluding amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items, divided by (ii) the diluted weighted average shares outstanding. The diluted weighted average shares outstanding is calculated as (a) the diluted weighted average number of common shares outstanding plus (b) the shares of Class C Common Stock as if converted to shares of Class A Common Stock if not yet included because they were anti-dilutive. Other items includes restructuring costs, acquisition-related expenses, and non-recurring items, and subject to the anti-dilution rules.

(5) Free Cash Flow: defined as Adjusted EBITDA less capital expenditures, change in net working capital, cash taxes, interest, and distributions to minority interests, but excludes contingent M&A payments. 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.

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,” “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 tariff 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 between Russia and Ukraine and in the Middle East), 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 2024 Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025, and accessible on the SEC's website at www.sec.gov, under the caption “Risk Factors,” and in the Company's other SEC filings.

SCHEDULE 1STAGWELL INC.UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS(amounts in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024Revenue $ 742,998 $ 711,281 $ 2,101,556 $ 2,052,508Operating ExpensesCost of services 470,937 457,018 1,342,240 1,340,456Office and general expenses 166,422 176,440 528,845 507,916Depreciation and amortization 44,260 36,044 127,635 112,881Impairment and other losses 466 – 466 1,715 682,085 669,502 1,999,186 1,962,968Operating Income 60,913 41,779 102,370 89,540Other income (expenses):Interest expense, net (25,196) (23,781) (72,007) (68,279)Foreign exchange, net (366) 1,312 (484) (2,301)Other, net (2,032) 249 (2,143) (825) (27,594) (22,220) (74,634) (71,405)Income before income taxes and equity in earnings of non-consolidated affiliates 33,319 19,559 27,736 18,135Income tax expense 9,555 5,691 13,950 9,441Income before equity in earnings of non-consolidated affiliates 23,764 13,868 13,786 8,694Equity in income (loss) of non-consolidated affiliates (1) (4) 18 503Net income 23,763 13,864 13,804 9,197Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests 856 (10,593) 2,637 (10,173)Net income (loss) attributable to Stagwell Inc. common shareholders $ 24,619 $ 3,271 $ 16,441 $ (976)Earnings (Loss) Per Common Share:Basic $ 0.10 $ 0.03 $ 0.08 $ (0.01)Diluted $ 0.09 $ 0.03 $ 0.04 $ (0.01)Weighted Average Number of Common Shares Outstanding:Basic 255,952 108,198 210,139 111,436Diluted 259,583 112,190 266,773 111,436
SCHEDULE 2STAGWELL INC.UNAUDITED COMPONENTS OF NET REVENUE CHANGE(amounts in thousands) Net Revenue – Components of Change Change Three Months Foreign Net Organic (1) Total Change Three Months Organic Total Ended Currency Acquisitions Ended September 30, (Divestitures) September 30, 2024 2025Marketing Services $ 225,411 $ 989 $ 4,970 $ 14,724 $ 20,683 $ 246,094 6.5% 9.2%Digital Transformation 85,270 (99) 4,356 5,849 10,106 95,376 6.9% 11.9%Media & Commerce 145,558 1,109 2,782 4,708 8,599 154,157 3.2% 5.9%Communications 112,563 214 7,291 (23,576) (16,071) 96,492 (20.9)% (14.3)%The Marketing Cloud 11,443 416 14,567 756 15,739 27,182 6.6% 137.5%Eliminations (52) – – (4,727) (4,727) (4,779) NM NM $ 580,193 $ 2,629 $ 33,966 $ (2,266) $ 34,329 $ 614,522 (0.4)% 5.9%
(1)See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
SCHEDULE 3STAGWELL INC.UNAUDITED COMPONENTS OF NET REVENUE CHANGE(amounts in thousands) Net Revenue – Components of Change Change Nine Months Foreign Net Organic (1) Total Change Nine Months Organic Total Ended Currency Acquisitions Ended September 30, (Divestitures) September 30, 2024 2025Marketing Services $ 658,175 $ 1,473 $ 2,916 $ 52,303 $ 56,692 $ 714,867 7.9% 8.6%Digital Transformation 239,613 (275) 8,196 27,444 35,365 274,978 11.5% 14.8%Media & Commerce 439,783 1,651 2,675 (12,254) (7,928) 431,855 (2.8)% (1.8)%Communications 303,890 162 29,002 (47,948) (18,784) 285,106 (15.8)% (6.2)%The Marketing Cloud 25,823 455 53,523 (1,032) 52,946 78,769 (4.0)% NMEliminations (245) – – (8,492) (8,492) (8,737) NM NM $ 1,667,039 $ 3,466 $ 96,312 $ 10,021 $ 109,799 $ 1,776,838 0.6% 6.6%
(1) See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
SCHEDULE 4STAGWELL INC.UNAUDITED SEGMENT OPERATING RESULTS(amounts in thousands)For the Three Months Ended September 30, 2025 Marketing Digital Media & Communications The Corporate Total Services Transformation Commerce Marketing & Cloud EliminationsNet Revenue $ 246,094 $ 95,376 $ 154,157 $ 96,492 $ 27,182 $ (4,779) $ 614,522Billable costs 51,101 8,334 20,581 48,455 5 – 128,476Revenue 297,195 103,710 174,738 144,947 27,187 (4,779) 742,998Billable costs 51,101 8,334 20,581 48,455 5 – 128,476Staff costs 144,354 62,123 91,365 56,650 18,763 13,955 387,210Administrative costs 27,919 6,981 22,966 12,516 3,663 (2,253) 71,792Unbillable and other costs, net 17,227 387 15,196 2,245 5,883 – 40,938Adjusted EBITDA (1) 56,594 25,885 24,630 25,081 (1,127) (16,481) 114,582Stock-based compensation 4,346 934 1,005 1,594 200 4,567 12,646Depreciation and amortization 13,012 5,932 7,332 6,363 6,455 5,166 44,260Deferred acquisition consideration (500) 1,874 1,413 (3,716) (12,419) – (13,348)Impairment and other losses – – – 222 244 – 466Other items, net (1) 2,241 432 3,780 1,624 1,196 372 9,645Operating income (loss) $ 37,495 $ 16,713 $ 11,100 $ 18,994 $ 3,197 $ (26,586) $ 60,913
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
SCHEDULE 5STAGWELL INC.UNAUDITED SEGMENT OPERATING RESULTS(amounts in thousands)For the Nine Months Ended September 30, 2025 Marketing Digital Media & Communications The Corporate Total Services Transformation Commerce Marketing & Cloud EliminationsNet Revenue $ 714,867 $ 274,978 $ 431,855 $ 285,106 $ 78,769 $ (8,737) $ 1,776,838Billable costs 124,590 17,210 47,793 135,109 16 – 324,718Revenue 839,457 292,188 479,648 420,215 78,785 (8,737) 2,101,556Billable costs 124,590 17,210 47,793 135,109 16 – 324,718Staff costs 421,226 184,886 269,318 172,273 53,683 35,356 1,136,742Administrative costs 86,433 19,599 67,097 37,042 13,531 (927) 222,775Unbillable and other costs, net 60,230 1,151 43,833 6,910 17,178 – 129,302Adjusted EBITDA (1) 146,978 69,342 51,607 68,881 (5,623) (43,166) 288,019Stock-based compensation 15,069 3,081 3,065 6,760 541 15,627 44,143Depreciation and amortization 40,141 17,250 21,626 19,349 17,436 11,833 127,635Deferred acquisition consideration (4,784) 7,729 2,942 (4,879) (10,919) – (9,911)Impairment and other losses – – – 222 244 – 466Other items, net (1) 3,296 1,493 10,030 3,686 2,448 2,363 23,316Operating income (loss) $ 93,256 $ 39,789 $ 13,944 $ 43,743 $ (15,373) $ (72,989) $ 102,370
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
SCHEDULE 6STAGWELL INC.UNAUDITED SEGMENT OPERATING RESULTS(amounts in thousands)For the Three Months Ended September 30, 2024 Marketing Digital Media & Communications The Corporate Total Services Transformation Commerce Marketing & Cloud EliminationsNet Revenue $ 225,411 $ 85,270 $ 145,558 $ 112,563 $ 11,443 $ (52) $ 580,193Billable costs 42,264 3,022 14,037 72,102 – (337) 131,088Revenue 267,675 88,292 159,595 184,665 11,443 (389) 711,281Billable costs 42,264 3,022 14,037 72,102 – (337) 131,088Staff costs 139,694 56,384 88,390 55,518 8,887 13,106 361,979Administrative costs 26,825 5,036 20,171 11,668 3,505 2,351 69,556Unbillable and other costs, net 15,435 368 16,357 2,848 2,481 – 37,489Adjusted EBITDA (1) 43,457 23,482 20,640 42,529 (3,430) (15,509) 111,169Stock-based compensation 6,001 2,617 1,359 3,394 363 3,201 16,935Depreciation and amortization 13,572 5,536 6,509 4,473 2,679 3,275 36,044Deferred acquisition consideration (151) 1,265 (6,948) 6,778 (384) – 560Other items, net (1) 3,047 509 7,821 1,850 43 2,581 15,851Operating income (loss) $ 20,988 $ 13,555 $ 11,899 $ 26,034 $ (6,131) $ (24,566) $ 41,779
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items.
SCHEDULE 7STAGWELL INC.UNAUDITED SEGMENT OPERATING RESULTS(amounts in thousands)For the Nine Months Ended September 30, 2024 Marketing Digital Media & Communications The Corporate Total Services Transformation Commerce Marketing & Cloud EliminationsNet Revenue $ 658,175 $ 239,613 $ 439,783 $ 303,890 $ 25,823 $ (245) $ 1,667,039Billable costs 124,196 9,363 82,180 170,067 – (337) 385,469Revenue 782,371 248,976 521,963 473,957 25,823 (582) 2,052,508Billable costs 124,196 9,363 82,180 170,067 – (337) 385,469Staff costs 407,948 166,965 265,576 162,715 21,024 35,257 1,059,485Administrative costs 74,293 15,707 61,509 33,689 9,659 11,396 206,253Unbillable and other costs, net 53,176 788 46,244 7,958 5,547 – 113,713Adjusted EBITDA (1) 122,758 56,153 66,454 99,528 (10,407) (46,898) 287,588Stock-based compensation 15,002 8,102 4,399 5,467 648 5,308 38,926Depreciation and amortization 40,426 16,813 24,149 13,544 9,309 8,640 112,881Deferred acquisition consideration 2,000 3,690 (6,453) 9,097 (384) – 7,950Impairment and other losses 1,500 – – – – 215 1,715Other items, net (1) 10,372 2,889 15,113 3,457 542 4,203 36,576Operating income (loss) $ 53,458 $ 24,659 $ 29,246 $ 67,963 $ (20,522) $ (65,264) $ 89,540
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
SCHEDULE 8STAGWELL 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 Non-GAAPNet income attributable to Stagwell Inc. common shareholders and adjusted net income $ 24,619 $ 38,147 $ 62,766Diluted – Weighted average number of shares outstanding 259,583 – 259,583Diluted EPS and Adjusted Diluted EPS (1) $ 0.09 $ 0.24Adjustments to Net incomeAmortization $ 38,707Impairment and other losses 466Stock-based compensation 12,646Deferred acquisition consideration (13,348)Other items, net 11,928 50,399Adjusted tax expense (12,252) $ 38,147
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
SCHEDULE 9STAGWELL INC.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 Non-GAAPNet income attributable to Stagwell Inc. common shareholders $ 16,441 $ 131,430 $ 147,871Net 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 $ 131,430 $ 141,234Diluted – Weighted average number of common shares outstanding 214,557 – 214,557Weighted average number of shares of Class C Common Stock outstanding 52,216 – 52,216Diluted – Weighted average number of shares outstanding 266,773 – 266,773Diluted EPS and Adjusted Diluted EPS (1) $ 0.04 $ 0.53Adjustments to Net IncomeAmortization $ 107,281Impairment and other losses 466Stock-based compensation 44,143Deferred acquisition consideration (9,911)Other items, net 25,599 167,578Adjusted tax expense (36,148) $ 131,430
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
SCHEDULE 10STAGWELL 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, 2024 GAAP Adjustments Non-GAAPNet income attributable to Stagwell Inc. common shareholders $ 3,271 $ 19,762 $ 23,033Net income attributable to Class C shareholders – 36,060 36,060Net income attributable to Stagwell Inc. and Class C and adjusted net income $ 3,271 $ 55,822 $ 59,093Diluted – Weighted average number of common shares outstanding 112,190 – 112,190Weighted average number of shares of Class C Common Stock outstanding – 151,649 151,649Diluted – Weighted average number of shares outstanding 112,190 151,649 263,839Diluted EPS and Adjusted Diluted EPS (1) $ 0.03 $ 0.22Adjustments to Net incomeAmortization $ 28,659Stock-based compensation 16,935Deferred acquisition consideration 560Other items, net 15,851 62,005Adjusted tax expense (15,615) 46,390Net income attributable to Class C shareholders 9,432 $ 55,822Allocation of adjustments to Net incomeNet income attributable to Stagwell Inc. common shareholders $ 19,762Net income attributable to Class C shareholders – add-backs 26,628Net income attributable to Class C shareholders 9,432 36,060 $ 55,822
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
SCHEDULE 11STAGWELL INC.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, 2024 GAAP Adjustments Non-GAAPNet income (loss) attributable to Stagwell Inc. common shareholders $ (976) $ 58,177 $ 57,201Net income attributable to Class C shareholders – 83,442 83,442Net income (loss) attributable to Stagwell Inc. and Class C shareholders and adjusted net income $ (976) $ 141,619 $ 140,643Diluted – Weighted average number of common shares outstanding 111,436 – 111,436Weighted average number of shares of Class C Common Stock outstanding – 151,649 151,649Diluted – Weighted average number of shares outstanding 111,436 151,649 263,085Diluted EPS and Adjusted Diluted EPS (1) $ (0.01) $ 0.53Adjustments to Net income (loss)Amortization $ 91,870Impairment and other losses 1,715Stock-based compensation 38,926Deferred acquisition consideration 7,950Other items, net 36,576 177,037Adjusted tax expense (41,268) 135,769Net income attributable to Class C shareholders 5,850 $ 141,619Allocation of adjustments to Net incomeNet income attributable to Stagwell Inc. common shareholders $ 58,177Net income attributable to Class C shareholders – add-backs 77,592Net income attributable to Class C shareholders 5,850 83,442 $ 141,619
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
SCHEDULE 12STAGWELL INC.UNAUDITED CONSOLIDATED BALANCE SHEETS(amounts in thousands) September 30, 2025 December 31, 2024ASSETSCurrent AssetsCash and cash equivalents $ 132,238 $ 131,339Accounts receivable, net 777,947 716,415Expenditures billable to clients 150,255 173,194Other current assets 170,011 114,200Total Current Assets 1,230,451 1,135,148Fixed assets, net 64,895 72,706Right-of-use assets – operating leases 217,398 219,400Goodwill 1,597,312 1,554,146Other intangible assets, net 851,487 836,783Deferred tax assets 250,360 46,926Other assets 49,992 43,112Total Assets $ 4,261,895 $ 3,908,221LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS(“RNCI”), AND SHAREHOLDERS' EQUITYCurrent LiabilitiesAccounts payable $ 408,149 $ 449,347Accrued media 206,753 245,883Accruals and other liabilities 275,227 265,356Advance billings 375,768 294,609Current portion of lease liabilities – operating leases 56,774 60,195Current portion of deferred acquisition consideration 53,569 51,906Total Current Liabilities 1,376,240 1,367,296Long-term debt 1,526,291 1,353,624Long-term portion of deferred acquisition consideration 23,478 50,209Long-term lease liabilities – operating leases 227,540 245,397Deferred tax liabilities 53,497 47,239Long-term tax receivable agreement liability 223,600 25,493Other liabilities 52,179 33,646Total Liabilities 3,482,825 3,122,904Redeemable Noncontrolling Interests 8,589 8,412Commitments, Contingencies and GuaranteesShareholders' EquityCommon shares – Class A 254 115Common shares – Class C – 2Paid-in capital 741,702 343,647Retained earnings 29,542 11,740Accumulated other comprehensive loss (22,451) (23,773)Stagwell Inc. Shareholders' Equity 749,047 331,731Noncontrolling interests 21,434 445,174Total Shareholders' Equity 770,481 776,905Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity $ 4,261,895 $ 3,908,221
SCHEDULE 13STAGWELL INC.UNAUDITED SUMMARY CASH FLOW DATA(amounts in thousands) Nine Months Ended September 30, 2025 2024Cash flows from operating activities:Net income $ 13,804 $ 9,197Adjustments to reconcile net income to cash provided by (used in) operating activities:Stock-based compensation 44,143 38,926Depreciation and amortization 127,635 112,881Amortization of right-of-use lease assets and lease liability interest 51,208 58,052Impairment and other (gains) losses (3,063) 1,715Deferred income taxes 3,216 (3,446)Adjustment to deferred acquisition consideration (9,911) 7,950Other, net 1,319 6,371Changes in working capital:Accounts receivable (3,477) (6,212)Expenditures billable to clients 26,266 (15,705)Other assets (53,377) (9,068)Accounts payable (57,306) (94,160)Accrued expenses and other liabilities (117,118) (121,647)Advance billings 67,964 23,984Current portion of lease liabilities – operating leases (59,414) (63,956)Deferred acquisition related payments (1,176) (14,112)Net cash provided by (used in) operating activities 30,713 (69,230)Cash flows from investing activities:Capitalized software (45,315) (19,320)Capital expenditures (26,338) (16,728)Acquisitions, net of cash acquired (6,179) (23,781)Other (2,927) (6,656)Net cash used in investing activities (80,759) (66,485)Cash flows from financing activities:Repayment of borrowings under revolving credit facility (1,412,000) (1,176,000)Proceeds from borrowings under revolving credit facility 1,586,326 1,492,000Shares repurchased and cancelled (105,183) (101,249)Distributions to noncontrolling interests (5,018) (23,583)Payment of deferred consideration (16,103) (28,721)Purchase of noncontrolling interest – (3,316)Debt financing and other costs (3,795) -Net cash provided by financing activities 44,227 159,131Effect of exchange rate changes on cash and cash equivalents 6,718 2,654Net increase in cash and cash equivalents 899 26,070Cash and cash equivalents at beginning of period 131,339 119,737Cash and cash equivalents at end of period $ 132,238 $ 145,807

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