Stagwell Inc
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 31, 2025
STGW$11.64+7.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0000876883-25-000017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0000876883-25-000024
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 140 previous paragraphs and 203 current paragraphs.
72 unchanged; 37 reworded; 85 added; 30 removed; 1 previous and 9 current paragraphs rearranged.
Tables are not compared: 17 previous and 41 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (85)
Current report
“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.
Current report
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 prior year net revenue for the same period during which we owned it in the current year as impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present the entity’s prior year net revenue for the period during which we did not own the entity in the prior year as 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.
Current report
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.
Current report
Revenue for the three months ended June 30, 2025 was $706.8 million, compared to $671.2 million for the three months ended June 30, 2024, an increase of $35.7 million.
Current report
For the three months ended June 30, 2025, organic net revenue increased $3.3 million, or 0.6%. The increase was primarily attributable to new wins and increased spending by clients in the automotive and retail sectors, partially offset by losses and a decrease in client spending due to budget cuts in the consumer products sectors. The increase in net acquisitions (divestitures) was impacted by the acquisitions of JetFuel Studio LLC and Powered by JetFuel LLC (“Jetfuel”), Create Group Holding Limited (“Create”), Consulum (Cayman) Limited (“Consulum”), L.D.R.S. Group Ltd. (“Leaders”), and UNICEPTA Holding GmbH (“Unicepta”).
Current report
The geographic mix in net revenues for the three months ended June 30, 2025 and 2024 is as follows:
Current report
The increase in Cost of services was primarily attributable to higher staff costs due to the inclusion of costs from acquired entities, and higher stock-based compensation.
Current report
The increase in Office and general expenses was primarily attributable to an increase in staff costs and acquisition related expenses, partially offset by a decrease in deferred acquisition consideration expense.
Current report
Stock-based compensation increased by $14.1 million, primarily due to an increase in the fair value of profit interest awards and an increase in the number of awards expensed, compared to last year, and a reversal of expense in the second quarter of 2024 associated with stock-based performance awards for which the performance targets were not met.
Current report
Deferred acquisition consideration decreased by $10.5 million, primarily attributable to a reduction in the fair value of the deferred acquisition consideration liability associated with certain Brands.
Current report
The Company had income tax expense for the three months ended June 30, 2024 of $1.2 million (on pre-tax loss of $2.8 million resulting in an effective tax rate of (41.8)%) primarily due to the tax benefit of the small pre-tax loss and a small windfall in deductions for share based compensation expense vested during the period, being more than offset by the current losses subject to valuation allowance.
Current report
Earnings (Loss) Per Share
Current report
Adjusted EBITDA for the three months ended June 30, 2025 was $92.9 million, compared to $86.1 million for the three months ended June 30, 2024, representing an increase of $6.8 million, primarily driven by an increase in Revenue, partially offset by an increase in expenses, as discussed above.
Current report
Revenue for the three months ended June 30, 2025 was $406.2 million, compared to $385.1 million for the three months ended June 30, 2024, an increase of $21.1 million.
Current report
The increase in organic net revenue was primarily attributable to new client wins and increased spending in the technology, retail, and automotive sectors, partially offset by lower spending due to budget cuts by large clients in the food and beverage and consumer products sectors. The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Jetfuel and Create.
Current report
Operating Income for the three months ended June 30, 2025 was $46.1 million, compared to $37.1 million for the three months ended June 30, 2024, representing an increase of $9.0 million, primarily attributable to an increase in Revenue and a decrease in Office and general expenses, partially offset by an increase in Cost of services.
Current report
The increase in Cost of services was primarily attributable to higher staff costs due to the inclusion of costs from acquired entities, and higher stock-based compensation.
Current report
The decrease in Office and general expenses was primarily attributable to a decrease in deferred acquisition consideration expense.
Current report
Stock-based compensation increased by $7.4 million, primarily due to an increase in the fair value of profit interest awards.
Current report
Deferred acquisition consideration decreased by $6.8 million, primarily attributable to a reduction in the fair value of the deferred acquisition consideration liability associated with certain Brands.
Current report
Adjusted EBITDA increased by $9.5 million, primarily driven by an increase in Revenue, partially offset by an increase in expenses, as discussed above.
Current report
Revenue for the three months ended June 30, 2025 was $170.1 million, compared to $177.2 million for the three months ended June 30, 2024, a decrease of $7.1 million.
Current report
The decrease in organic net revenue was primarily attributable to lower spending due to budget cuts in the Communication sector.
Current report
The increase in Operating Income of $0.1 million was primarily attributable to a decline in Net revenue of $2.2 million, more than offset by a decline in Cost of services, excluding Billable costs of $2.8 million. The total decrease in Cost of services of $7.7 million was primarily due to a decline in Billable costs of $4.9 million. The increase in Operating Income was further driven by a decrease in Depreciation and amortization partially offset by an increase in Office and general expenses.
Current report
The increase in Office and general expenses of $4.0 million was primarily attributable to an increase in staff restructuring related expenses and an increase in Deferred acquisition consideration of a certain Brand.
Current report
Depreciation and amortization decreased by $3.6 million, primarily attributable to the acceleration of amortization of certain tradenames during the three months ended June 30, 2024.
Current report
Adjusted EBITDA decreased $2.1 million, primarily driven by an increase in expenses and a decrease in Revenue, as discussed above.
Current report
Revenue for the three months ended June 30, 2025 was $106.1 million, compared to $105.6 million for the three months ended June 30, 2024, an increase of $0.6 million.
Current report
The decrease in organic net revenue was primarily attributable to decreased spending in the Public Affairs as 2024 was a presidential election year, and a decreased spending in Consumer Products and Healthcare sectors due to client losses and budget cuts. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of Consulum.
Current report
Operating Income for the three months ended June 30, 2025 was $14.5 million, compared to $14.4 million for the three months ended June 30, 2024. The increase in Operating Income was primarily attributable to an increase in Revenue and a decrease in Office and general expenses, partially offset by an increase in Costs of services and Depreciation and amortization.
Current report
The increase in Cost of services was primarily attributable to higher staff costs primarily due to the inclusion of costs from acquired entities.
Current report
The decrease in Office and general expenses was primarily attributable to a decrease in Deferred acquisition consideration.
Current report
Deferred acquisition consideration decreased $5.8 million, primarily as a result of a decrease in the fair value of a certain Brand, partially offset by an increase in the fair value of certain other Brands.
Current report
Adjusted EBITDA decreased $2.8 million, primarily due to an increase in expenses more than offset by an increase in Revenue, as discussed above.
Current report
Revenue for the three months ended June 30, 2025 was $24.4 million, compared to $3.2 million for the three months ended June 30, 2024, an increase of $21.2 million.
Current report
The increase in organic net revenue was primarily attributable to new wins and increased spend in the technology and consumer products sectors. The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Leaders and Unicepta.
Current report
Operating Loss for the three months ended June 30, 2025 was $13.9 million, compared to $8.8 million for the three months ended June 30, 2024, representing an increase of $5.2 million. The increase in Operating Loss was primarily driven by an increase in Net revenue, more than offset by higher Cost of services and Office and general expenses.
Current report
Cost of services and Office and general expenses increased by $10.4 million and $16.0 million, respectively, primarily due to inclusion of costs from acquired entities.
Current report
Adjusted EBITDA decreased $3.8 million, primarily due to an increase in expenses, which was partially offset by an increase in Revenue from the acquired entities.
Current report
Operating Loss for the three months ended June 30, 2025 was $23.6 million, compared to $20.9 million for the three months ended June 30, 2024, representing an increase of $2.7 million. The increase in Operating Loss was primarily attributable to higher Stock-based compensation.
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Removed paragraphs (30)
Previous report
Recent Developments
Previous report
On May 1, 2025, the Company acquired JetFuel Studio LLC and Powered by JetFuel LLC, an experiential marketing company, for $21.6 million, of which $10.3 million was paid in cash and $11.3 million was paid in 2,017,857 shares of the Company’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”) subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $59.5 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock, at the Company’s discretion. Due to the timing of the closing of the acquisition, there was insufficient time to incorporate additional disclosures related to the preliminary purchase price allocation and fair value of the assets acquired and liabilities assumed.
Previous report
On April 23, 2025, the Company entered into the Second Amended and Restated Credit Agreement (as defined in Note 8 of the Notes included herein). Among other things, the Second Amended and Restated Credit Agreement (i) provides additional revolving commitments in an aggregate principal amount of $110 million for a total of $750 million; (ii) extends the maturity date to April 23, 2030; and (iii) amends the applicable margin used to calculate the interest rate or borrowings thereunder.
Previous report
On April 2, 2025, the Company acquired Create Group Holding Limited, a strategic digital communications group in Middle East, for $15.5 million, of which $11.5 million was paid in cash and $4.0 million was paid in 653,663 shares of the Company’s Class A Common Stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of approximately $24.0 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock, at the Company’s discretion. Due to the timing of the closing of the acquisition, there was insufficient time to incorporate additional disclosures related to the preliminary purchase price allocation and fair value of the assets acquired and liabilities assumed.
Previous report
On April 2, 2025, the Company announced that it had received a Notice of Exercise of Exchange Right from Stagwell Media LP (“Stagwell Media”) pursuant to which Stagwell Media exercised in full its right to exchange all of its 151,648,741
Previous report
Class C Common Stock, par value $0.00001 per share (“Class C Common Stock”) for an equal number of newly issued shares of Class A Common Stock. The Company completed such exchange (the “Class C Exchange”) on April 2, 2025.
Previous report
Following the Class C Exchange, the Company no longer has any shares of Class C Common Stock outstanding and Stagwell Media’s noncontrolling interest balance (approximately $424 million as of March 31, 2025) has been reclassified to the respective Stagwell Inc. Shareholders’ Equity accounts. In addition, in connection with the Class C Exchange, the Company will realize an increase in the tax basis of Stagwell Global LLC (“OpCo”)’s assets through a deferred tax asset and, under its Tax Receivables Agreement (“TRA”), an increase to the amounts due Stagwell Media equal to 85% of certain tax savings. The Company is evaluating the likelihood that it will realize the benefit represented by the deferred tax asset and, to the extent that the Company estimates that it is more likely than not that it will not realize the benefit, it will reduce the carrying amount of the deferred tax asset with a valuation allowance and a corresponding reduction to the TRA liability. The Company is currently evaluating the value of the deferred tax asset and TRA liability and will reflect such amounts in its financial statements within its Quarterly Report on Form 10-Q for the period ended June 30, 2025.
Previous report
On January 1, 2025, the Company entered into a stock purchase agreement to acquire ADK Group, an integrated marketing solutions company. The purchase price is dependent on the closing balance sheet but is estimated to be approximately $24 million. The acquisition is expected to close in the second quarter of 2025.
Previous report
The components of operating results for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, were as follows:
Previous report
Revenue for the three months ended March 31, 2025 was $651.7 million, compared to $670.1 million for the three months ended March 31, 2024, a decrease of $18.3 million.
Previous report
Net revenue for the three months ended March 31, 2025 was $564.2 million, compared to $532.5 million for the three months ended March 31, 2024, an increase of $31.7 million or 6.0%, primarily driven by the acquisitions of What’s Next Partners (“WNP”), PROS Agency (“PROS”), Consulum (Cayman) Limited (“Consulum”), and UNICEPTA Holding GmbH (“Unicepta”).
Previous report
Operating Income for the three months ended March 31, 2025, was $18.3 million, compared to $25.9 million for the three months ended March 31, 2024, representing a decrease of $7.6 million. The decrease in Operating Income was primarily attributable to the increase in Net revenue of $31.7 million, partially offset by higher expenses as detailed below.
Previous report
Adjusted EBITDA for the three months ended March 31, 2025, was $80.6 million, compared to $90.3 million for the three months ended March 31, 2024, representing a decrease of $9.7 million, primarily driven by a decrease in Operating Income, as discussed above.
Previous report
The components of operating results for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 were as follows:
Previous report
Revenue for the three months ended March 31, 2025 was $377.4 million, compared to $352.7 million for the three months ended March 31, 2024, an increase of $24.6 million.
Previous report
Net revenue for the three months ended March 31, 2025 was $325.8 million, compared to $292.8 million for the three months ended March 31, 2024, an increase of $33.0 million or 11.3%. The increase was primarily attributable to new client wins and higher spending in the technology and retail sectors.
Previous report
Operating Income for the three months ended March 31, 2025, was $48.0 million, compared to $22.4 million for the three months ended March 31, 2024, representing an increase of $25.7 million. The increase in Operating Income was primarily attributable to an increase in Net revenue of $33.0 million, partially offset by higher Cost of services, excluding Billable costs. Cost of services decreased $2.2 million. Excluding the decline in Billable costs of $8.4 million, Cost of services increased $6.2 million, primarily attributable to higher staff costs.
Previous report
Revenue for the three months ended March 31, 2025, was $162.2 million, compared to $214.0 million for the three months ended March 31, 2024, a decrease of $51.7 million.
Previous report
Net revenue for the three months ended March 31, 2025, was $146.9 million, compared to $162.6 million for the three months ended March 31, 2024, a decrease of $15.7 million, or 9.7%. The decrease in Net revenue was primarily attributable to lower spending by an existing client in the business services sector and client losses and lower spending in the travel and financial services sectors.
Previous report
Adjusted EBITDA decreased by $16.0 million, primarily driven by a decrease in Operating Income, as discussed above.
Previous report
The components of operating results for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, were as follows:
Previous report
Revenue for the three months ended March 31, 2025 was $87.6 million, compared to $93.7 million for the three months ended March 31, 2024, a decrease of $6.1 million.
Previous report
Net revenue for the three months ended March 31, 2025, was $67.0 million, compared to $67.5 million for the three months ended March 31, 2024, a decrease of $0.5 million, or 0.7%. Net revenue decreased primarily due to lower advocacy services as compared to the political year in 2024, partially offset by Net revenue from the acquisitions of PROS and Consulum.
Previous report
Adjusted EBITDA decreased by $7.6 million, primarily due to lower advocacy services in a non-political year, partially offset by the impact of acquired entities.
Previous report
Revenue for the three months ended March 31, 2025, was $24.5 million, compared to $9.6 million for the three months ended March 31, 2024, an increase of $14.9 million.
Previous report
Net revenue for the three months ended March 31, 2025 was $24.5 million, compared to $9.6 million for the three months ended March 31, 2024, an increase of $14.9 million or 154.7%. The increase was primarily attributable to the acquisition of Unicepta.
Previous report
Operating Loss
Previous report
Operating Loss
Previous report
Operating Loss for the three months ended March 31, 2025, was $22.4 million, compared to $19.8 million for the three months ended March 31, 2024, representing an increase of $2.6 million, primarily attributable to higher Staff costs and Stock-based compensation.
Previous report
Staff costs increased by $1.8 million, primarily as a result of an increase in headcount in connection with centralization initiatives.
Reworded paragraphs (37)
Previous wording
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). In addition, the Company has included non-GAAP financial measures and ratios, which management uses to operate the business, which it believes provide useful supplemental information to both management and readers of this report in making period-to-period comparisons in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by GAAP and should not be construed as an alternative to other titled measures determined in accordance with GAAP. The non-GAAP financial measures included are “net revenue,” “Adjusted EBITDA,” and “Adjusted Diluted EPS.”
Current wording
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). In addition, the Company has included non-GAAP financial measures and ratios, which management uses to operate the business, which it believes provide useful supplemental information to both management and readers of this report in making period-to-period comparisons in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by GAAP and should not be construed as an alternative to other titled measures determined in accordance with GAAP. The non-GAAP financial measures included are “net revenue,” “organic net revenue growth (decline),” “Adjusted EBITDA,” and “Adjusted Diluted EPS.”
Previous wording
•The Integrated Agencies Network includes five operating segments: the Anomaly Alliance, Constellation, the Doner Partner Network, Code and Theory Network, and National Research Group. The operating segments offer an array of complementary services spanning our core capabilities of Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, Stagwell Marketing Cloud Group and Creativity & Communications. The Brands included in the operating segments that comprise the Integrated Agencies Network reportable segment includes: Anomaly Alliance (Anomaly, What’s Next Partners), Constellation (72andSunny, Crispin LLC, Colle McVoy, Hunter, Redscout, Team Enterprises, Harris Insights, Movers and Shakers, and Team Epiphany), the Doner Partner Network (Doner, KWT Global, Harris X, Veritas, Doner North, and Yamamoto), Code and Theory Network (Code and Theory, Instrument, Left Field Labs), and National Research Group.
Current wording
•The Integrated Agencies Network includes five operating segments: the Anomaly Alliance, Constellation, the Doner Partner Network, Code and Theory Network, and National Research Group. The operating segments offer an array of complementary services spanning our core capabilities of Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, Stagwell Marketing Cloud Group and Creativity & Communications. The Brands included in the operating segments that comprise the Integrated Agencies Network reportable segment includes: Anomaly Alliance (Anomaly, What’s Next Partners), Constellation (72andSunny, Crispin LLC, Colle McVoy, Hunter, Redscout, Team Enterprises, Harris Insights, Movers and Shakers, Team Epiphany, and Jetfuel), the Doner Partner Network (Doner, KWT Global, Harris X, Veritas, Doner North, and Yamamoto), Code and Theory Network (Code and Theory, Instrument, Left Field Labs, and Create), and National Research Group.
Previous wording
•The Brand Performance Network (“BPN”) comprises a single operating segment. BPN includes a unified media and data management structure with omnichannel media placement, creative media consulting, influencer and business-to-business marketing capabilities. Our Brands in this segment aim to provide scaled creative performance through developing and executing sophisticated omnichannel campaign strategies leveraging significant amounts of consumer data. BPN’s Brands provide media solutions such as audience analysis, media planning, and buying across a range of digital and traditional platforms (out-of-home, paid search, social media, lead generation, programmatic, television, broadcast, among others) and includes multichannel Brands Assembly, CPB International, Stagwell Production, Vitro, Forsman & Bodenfors, Goodstuff, Bruce Mau, digital creative & transformation consultancy Gale, B2B specialist Multiview, CX specialists Kenna, and travel media experts Ink.
Current wording
•The Brand Performance Network (“BPN”) comprises a single operating segment. BPN includes a unified media and data management structure with omnichannel media placement, creative media consulting, influencer and business-to-business marketing capabilities. Our Brands in this segment aim to provide scaled creative performance through developing and executing sophisticated omnichannel campaign strategies leveraging significant amounts of consumer data. BPN’s Brands provide media solutions such as audience analysis, media planning, and buying across a range of digital and traditional platforms (out-of-home, paid search, social media, lead generation, programmatic, television, broadcast, among others) and includes multichannel Brands Assembly, CPB International, Stagwell Production, Vitro, Forsman & Bodenfors, Goodstuff, Bruce Mau, ADK, digital creative & transformation consultancy Gale, B2B specialist Multiview, CX specialists Kenna, and travel media experts Ink.
Previous wording
The following discussion focuses on the operating performance of the Company for the three months ended March 31, 2025, and 2024 and the financial condition of the Company as of March 31, 2025.
Current wording
The following discussion focuses on the operating performance of the Company for the three and six months ended June 30, 2025 and 2024 and the financial condition of the Company as of June 30, 2025.
Previous wording
Operating Income for the three months ended March 31, 2025, was $4.5 million, compared to $16.3 million for the three months ended March 31, 2024, representing a decrease of $11.7 million. The change in Operating Income was primarily attributable to lower advocacy services and higher Office and general expenses, primarily due to an increase in Deferred acquisition consideration.
Current wording
Operating Income for the three months ended June 30, 2025 was $23.2 million, compared to Operating Income of $21.9 million for the three months ended June 30, 2024, representing an increase of $1.3 million. The change in Operating Income was primarily attributable to an increase in Revenue, partially offset by an increase in Cost of services and Office and general expenses.
Previous wording
The Company had an income tax expense for the three months ended March 31, 2025 of $1.7 million (on a pre-tax loss of $3.6 million resulting in an effective tax rate of (47.8)%), primarily due to the tax benefit of the small pre-tax loss being more than offset by the current losses subject to valuation allowance and withholding taxes recorded in the period.
Current wording
The Company had an income tax expense for the three months ended June 30, 2025 of 2.7 million (on a pre-tax loss of $2.0 million resulting in an effective tax rate of (134.9)%) primarily due to the tax benefit of the small pre-tax loss being more than offset by the current losses subject to valuation allowance, withholding taxes recorded in the period, and a shortfall in deductions for share based compensation expense vested during the period.
Previous wording
The effect of noncontrolling and redeemable noncontrolling interests for the three months ended March 31, 2025 was loss of $2.4 million, compared to an income of $0.6 million for the three months ended March 31, 2024. The amounts are driven by the mix of income and loss derived from entities not entirely owned by the Company.
Current wording
The effect of noncontrolling and redeemable noncontrolling interests for the three months ended June 30, 2025 was income of $0.6 million, compared to loss of $1.0 million for the three months ended June 30, 2024. The amounts are driven by the mix of income and loss derived from entities not entirely owned by the Company.
Previous wording
As a result of the foregoing, net loss attributable to Stagwell Inc. common shareholders for the three months ended March 31, 2025, was $2.9 million, compared to a net loss of $1.3 million for the three months ended March 31, 2024.
Current wording
As a result of the foregoing, net loss attributable to Stagwell Inc. common shareholders for the three months ended June 30, 2025 was $5.3 million, compared to net loss of $3.0 million for the three months ended June 30, 2024.
Previous wording
(1) All Other Revenue and Administrative costs include approximately $5 million and $6 million of eliminations of intercompany services for the three months ended March 31, 2025, and 2024, respectively.
Current wording
(1) All Other Revenue and Administrative costs include approximately $6 million and $8 million of eliminations of intercompany services for the three months ended June 30, 2025, and 2024, respectively.
Previous wording
Stock-based compensation decreased by $4.6 million, primarily due to a decrease in the fair value of awards, partially offset by an increase in the number of awards.
Current wording
Stock-based compensation increased $7.4 million, primarily due to an increase in the number of awards, partially offset by a decrease in the fair value of the awards and a reversal of expense in the second quarter of 2024 associated with stock-based performance awards for which the performance targets were not met.
Previous wording
The geographic mix in Net revenue for the three months ended March 31, 2025 and 2024 was as follows:
Current wording
The geographic mix in Net revenue for the six months ended June 30, 2025 and 2024 was as follows:
Previous wording
Cost of services decreased by $32.4 million. Excluding the decline in Billable costs of $50.1 million, Cost of services increased $17.6 million, primarily attributable to the inclusion of expenses of acquired entities.
Current wording
Cost of services decreased by $12.1 million. Excluding the decline in Billable costs of $58.1 million, Cost of services increased $46.0 million, primarily attributable to the inclusion of expenses of acquired entities.
Previous wording
Office and general expenses increased by $16.0 million, primarily attributable to the inclusion of expenses of acquired entities and higher deferred acquisition consideration.
Current wording
Office and general expenses increased by $30.9 million, primarily attributable to the inclusion of expenses of acquired entities and higher staff costs.
Previous wording
Depreciation and amortization increased by $7.2 million, primarily attributable to the Company’s acquisition of businesses.
Current wording
Depreciation and amortization increased by $6.5 million, primarily attributable to the Company’s acquisition of businesses.
Previous wording
Interest expense, net for the three months ended March 31, 2025 was $23.4 million, compared to $21.0 million for the three months ended March 31, 2024, an increase of $2.4 million, primarily attributable to higher levels of debt outstanding under the Credit Agreement (as defined and discussed in Note 8 of the Notes to the Unaudited Consolidated Financial Statements included herein), partially offset by a lower average interest rate.
Current wording
Interest expense, net for the six months ended June 30, 2025 was $46.8 million, compared to $44.5 million for the six months ended June 30, 2024, an increase of $2.3 million, primarily attributable to higher levels of debt outstanding under the Credit Agreement (as defined and discussed in Note 8 of the Notes to the Unaudited Consolidated Financial Statements included herein), partially offset by a lower average interest rate.
Previous wording
The foreign exchange gain for the three months ended March 31, 2025, was $1.2 million, compared to a loss of $2.3 million for the three months ended March 31, 2024, primarily attributable to the movement in the British Pound and Euro.
Current wording
The foreign exchange loss for the six months ended June 30, 2025, was $0.1 million, compared to a loss of $3.6 million for the six months ended June 30, 2024, primarily attributable to the movement in the British Pound and Euro.
Previous wording
The Company had income tax expense for the three months ended March 31, 2024 of $2.6 million (on pre-tax income of $1.4 million resulting in an effective tax rate of 189.5%) primarily driven by nominal pre-tax profit, current losses subject to valuation allowance and a shortfall in deductions for share based compensation expense vested during the period.
Current wording
The Company had income tax expense for the six months ended June 30, 2024 of $3.8 million (on pre-tax loss of $1.4 million resulting in an effective tax rate of (263.3)%) primarily due to the tax benefit of the nominal pre-tax profit being more than offset by the current losses subject to valuation allowance and a shortfall in deductions for share based compensation expense vested during the period.
Previous wording
Adjusted EBITDA decreased by $2.3 million, primarily driven by an increase in Office and general expenses, as discussed above.
Current wording
Stock-based compensation increased by $2.3 million, primarily due to an increase in the fair value of profit interest awards.
Previous wording
Adjusted EBITDA increased by $17.1 million, primarily driven by higher Net revenue, partially offset by an increase in expenses, as discussed above.
Current wording
Adjusted EBITDA increased by $26.6 million, primarily driven by higher Net revenue, partially offset by an increase in expenses, as discussed above.
Previous wording
Operating Income for the three months ended March 31, 2025, was $0.1 million, compared to $13.7 million for the three months ended March 31, 2024, representing a decrease of $13.6 million. The decrease in Operating Income was primarily attributable to a decline in Net revenue of $15.7 million, partially offset by a decline in Cost of services, excluding Billable costs. Cost of services decreased $37.1 million. Excluding the decline in Billable costs of $36.0 million, Cost of services decreased $1.1 million.
Current wording
Operating Income for the six months ended June 30, 2025, was $0.2 million, compared to $13.7 million for the six months ended June 30, 2024, representing a decrease of $13.5 million. The decrease in Operating Income was primarily attributable to a decline in Net revenue of $17.9 million, partially offset by a decline in Cost of services, excluding Billable costs. Cost of services decreased $44.8 million. Excluding the decline in Billable costs of $40.9 million, Cost of services decreased $3.9 million.
Previous wording
Operating Loss for the three months ended March 31, 2025, was $12.0 million, compared to $6.7 million for the three months ended March 31, 2024, representing an increase of $5.4 million. The increase in Operating Loss was primarily driven by an increase in Net revenue, more than offset by higher Cost of services and Office and general expenses, as detailed below.
Current wording
Operating Loss for the six months ended June 30, 2025, was $26.0 million, compared to $15.5 million for the six months ended June 30, 2024, representing an increase of $10.5 million. The increase in Operating Loss was primarily driven by an increase in Net revenue, more than offset by higher Cost of services and Office and general expenses, as detailed below.
Previous wording
Cost of services increased by $6.9 million primarily attributable to inclusion of costs from acquired entities.
Current wording
Cost of services increased by $17.2 million primarily attributable to inclusion of costs from acquired entities.
Previous wording
The $11.5 million increase in Office and general expenses was primarily attributable to inclusion of costs from acquired entities as well as higher software license fees.
Current wording
The $27.5 million increase in Office and general expenses was primarily attributable to inclusion of costs from acquired entities as well as higher software license fees.
Previous wording
Deferred acquisition consideration increased by $2.3 million, primarily attributable to an increase in the fair value of a certain obligation.
Current wording
Deferred acquisition consideration increased by $1.5 million, primarily due to an increase in the fair value of a certain Brands.
Previous wording
Stock-based compensation expense increased by $1.5 million, primarily attributable to an increase in the number of awards partially offset by a decrease in the fair value of the awards.
Current wording
Stock-based compensation expense increased by $9.0 million, primarily attributable to an increase in the number of awards partially offset by a decrease in the fair value of the awards and a reversal of expense in the second quarter of 2024 associated with stock-based performance awards for which the performance targets were not met.
Previous wording
The Company had cash and cash equivalents of $137.7 million and $131.3 million as of March 31, 2025, and December 31, 2024, respectively. The Company expects to maintain sufficient cash and/or available borrowings to fund operations for the next twelve months and subsequent periods. The Company has historically maintained and expanded its business using cash generated from operating activities, funds available under the Credit Agreement, and other initiatives, such as obtaining additional debt and equity financing. The Credit Agreement, as of March 31, 2025, provides revolving commitments of up to $640.0 million and permits restricted payments for share repurchases or redemptions from certain of its stockholders in an aggregate principal amount of up to $150.0 million. As of March 31, 2025, the Company had $375.0 million of borrowings outstanding and $15.3 million of issued and undrawn letters of credit resulting in $249.7 million unused borrowing capacity under the Credit Agreement. On April 23, 2025 the Company entered into the Second Amended and Restated Credit Agreement which amended and restated the Credit Agreement to, among other things, increase the revolving commitment by $110.0 million to a total of $750.0 million. See Executive Summary to the Management’s Discussion and Analysis of Financial Condition and Results of Operations, for additional details.
Current wording
The Company had cash and cash equivalents of $181.3 million and $131.3 million as of June 30, 2025, and December 31, 2024, respectively. The Company expects to maintain sufficient cash and/or available borrowings to fund operations for the next twelve months and subsequent periods. The Company has historically maintained and expanded its business using cash generated from operating activities, funds available under the Credit Agreement, and other initiatives, such as obtaining additional debt and equity financing. On April 23, 2025, the Company entered into the Second Amended and Restated Credit Agreement, which increased the limit of borrowing from $640 million to $750 million and extended the maturity date from August 3, 2026 to April 30, 2030. As of June 30, 2025, the Company had $377.0 million of borrowings outstanding and $15.3 million of issued and undrawn letters of credit resulting in $357.7 million unused borrowing capacity under the Credit Agreement.
Previous wording
The trade receivables transferred to the third parties were $129.3 million and $69.8 million for the three months ended March 31, 2025 and 2024, respectively. The amount collected and due to the third parties under these arrangements was $10.4 million as of March 31, 2025 and $19.5 million as of December 31, 2024. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled $1.5 million and $0.9 million for the three months ended March 31, 2025 and 2024, respectively.
Current wording
The trade receivables transferred to the third parties were $114.3 million and $243.5 million for the three and six months ended June 30, 2025, respectively, and $72.0 million and $141.7 million for the three and six months ended June 30, 2024. The amount collected and due to the third parties under these arrangements was $8.6 million as of June 30, 2025 and $19.5 million as of December 31, 2024. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled $1.3 million and $2.8 million for the three and six months ended June 30, 2025, respectively, and $1.0 million and $1.9 million for the three and six months ended June 30, 2024.
Previous wording
During the three months ended March 31, 2025, 0.9 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $6.07 per share, for an aggregate value, excluding fees, of $5.7 million.
Current wording
During the six months ended June 30, 2025, 10.6 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $5.05 per share, for an aggregate value, excluding fees, of $53.3 million.
Previous wording
The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $164.2 million as of March 31, 2025.
Current wording
The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $116.4 million as of June 30, 2025.
Previous wording
The Company’s obligations extending beyond twelve months primarily consist of deferred acquisition consideration payments, purchases of noncontrolling interests, subsidiary awards, capital expenditures, scheduled lease obligation payments, and interest payments on borrowings under the Company’s 5.625% Notes (as defined in Note 8 of the Notes included herein) and Credit Agreement. The Company expects to make estimated cash payments in the future to satisfy obligations under our TRA (see Notes 14 and 1 of the Notes included herein for additional details). The amount and timing of payments are contingent on the Company achieving certain tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize as a result of (i) increases in the tax basis of OpCo’s assets resulting from exchanges of Paired Units (each as defined in Note 11 of the Notes included herein) for shares of Class A Common Stock or cash, as applicable, and (ii) certain other tax benefits related to the Company making payments under the TRA. Based on the current outlook, the Company believes future cash flows from operations, together with the Company’s existing cash balance and availability of funds under the Credit Agreement, will be sufficient to meet the Company’s anticipated cash needs for the next twelve months and subsequent periods. The Company’s ability to make payments will depend on future performance, which is subject to general economic conditions, the competitive environment and other factors, including those described in this Form 10-Q and in the Company’s other SEC filings.
Current wording
The Company’s obligations extending beyond twelve months primarily consist of deferred acquisition consideration payments, purchases of noncontrolling interests, subsidiary awards, capital expenditures, scheduled lease obligation payments, and interest payments on borrowings under the Company’s 5.625% Notes (as defined in Note 8 of the Notes included herein) and Credit Agreement. The Company expects to make estimated cash payments in the future to satisfy obligations under our Tax Receivables Agreement (“TRA”), which remains in effect after the final exchange of Paired Units (see Note 14 of the Notes included herein for additional details). The amount and timing of any payments under the TRA are contingent on the Company achieving certain tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize. Based on the current outlook, the Company believes future cash flows from operations, together with the Company’s existing cash balance and availability of funds under the Credit Agreement, will be sufficient to meet the Company’s anticipated cash needs for the next twelve months and subsequent periods. The Company’s ability to make payments will depend on future performance, which is subject to general economic conditions, the competitive environment and other factors, including those described in this Form 10-Q and in the Company’s other SEC filings.
Previous wording
Cash flows used in operating activities for the three months ended March 31, 2025 were $60.0 million, and for the three months ended March 31, 2024 were $53.1 million. The use of cash from operating activities was to fund working capital requirements during the period.
Current wording
Cash flows used in operating activities for the six months ended June 30, 2024 were $67.6 million. The use of cash from operating activities was to fund working capital requirements during the period.
Previous wording
Cash flows used in investing activities were $20.4 million for the three months ended March 31, 2025, primarily driven by $12.0 million in capitalized software spend and $3.9 million in capital expenditures.
Current wording
Cash flows used in investing activities were $34.9 million for the six months ended June 30, 2025, primarily driven by $29.2 million in capitalized software spend and $11.6 million in capital expenditures, partially offset by $14.2 million in acquisitions, net of cash acquired.
Previous wording
Cash flows used in investing activities were $26.1 million for the three months ended March 31, 2024, primarily driven by $8.8 million in capitalized software spend, $5.4 million in capital expenditures, and $11.7 million in acquisitions, net of cash acquired.
Current wording
Cash flows used in investing activities were $52.2 million for the six months ended June 30, 2024, primarily driven by $17.1 million in capitalized software spend, $14.0 million in capital expenditures, and $20.4 million in acquisitions, net of cash acquired.
Previous wording
During the three months ended March 31, 2025, cash flows provided by financing activities were $83.2 million, primarily driven by $111.0 million in net proceeds borrowed under the Credit Agreement, partially offset by shares repurchased of $11.1 million and payments of deferred consideration of $16.1 million.
Current wording
During the six months ended June 30, 2025, cash flows provided by financing activities were $21.1 million, primarily driven by $113.0 million in net proceeds borrowed under the Credit Agreement, partially offset by shares repurchased and tax shares withheld of $67.5 million and payments of deferred consideration of $16.1 million.
Previous wording
During the three months ended March 31, 2024, cash flows provided by financing activities were $91.1 million, primarily driven by $123.0 million in net borrowings under the Credit Agreement, shares repurchased and cancelled of $29.7 million, payments of deferred consideration of $1.7 million, and distributions to noncontrolling interests of $0.6 million.
Current wording
During the six months ended June 30, 2024, cash flows provided by financing activities were $138.3 million, primarily driven by $275.0 million in net proceeds borrowed under the Credit Agreement, shares repurchased and cancelled of $86.9 million, payments of deferred consideration of $24.0 million, and distributions to noncontrolling interests of $22.5 million.
Previous wording
As of March 31, 2025, Debt, net of debt issuance costs, was $1,465.3 million, compared to $1,353.6 million outstanding as of December 31, 2024. See Note 8 of the Notes included herein for information regarding the Company’s 5.625% Notes, and the Credit Agreement. See Executive Summary to the Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional details.
Current wording
As of June 30, 2025, Debt, net of debt issuance costs, was $1,464.2 million, compared to $1,353.6 million outstanding as of December 31, 2024. See Note 8 of the Notes included herein for information regarding the Company’s 5.625% Notes and the Credit Agreement.
Previous wording
Stagwell Inc.’s Internet website address is www.stagwellglobal.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to the Exchange Act, will be made available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the SEC. The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and its website. The Company uses these channels, as well as social media, including X (formerly Twitter) (@stagwell), Instagram (@stagwellglobal) and its LinkedIn page (https://www.linkedin.com/company/stagwell/), to communicate with investors and the public about the Company, its products and services, and other matters. Therefore, investors, the media, and others interested in the Company are encouraged to review the information the Company makes public in these locations, as such information could be deemed to be material information. Information on or that can be accessed through the Company’s websites or these social media channels is not part of this Form 10-Q, and the inclusion of the Company’s website addresses and social media channels are inactive textual references only.
Current wording
Stagwell Inc.’s Internet website address is www.stagwellglobal.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to the Exchange Act, will be made available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the SEC. The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and its website. The Company uses these channels, as well as social media, including X (formerly Twitter) (@stagwell) and (@Mark_Penn), Instagram (@stagwellglobal) and its LinkedIn page (https://www.linkedin.com/company/stagwell/), to communicate with investors and the public about the Company, its products and services, and other matters. Therefore, investors, the media, and others interested in the Company are encouraged to review the information the Company makes public in these locations, as such information could be deemed to be material information. Information on or that can be accessed through the Company’s websites or these social media channels is not part of this Form 10-Q, and the inclusion of the Company’s website addresses and social media channels are inactive textual references only.
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
Current report — wording carried from elsewhere
(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
Current report — wording carried from elsewhere
The Company had an income tax expense for the six months ended June 30, 2025 of $4.4 million (on a pre-tax loss of $5.6 million resulting in an effective tax rate of (78.7)%) primarily due to the tax benefit of the pre-tax loss being more than offset by the current losses subject to valuation allowance, withholding taxes recorded in the period, and a shortfall in deductions for share based compensation expense vested during the period.
Current report — wording carried from elsewhere
The effect of noncontrolling and redeemable noncontrolling interests for the six months ended June 30, 2025 was a loss of $1.8 million, compared to a loss of $0.4 million for the six months ended June 30, 2024. The amounts are driven by the mix of income and loss derived from entities not entirely owned by the Company.
Current report — wording carried from elsewhere
Net Income (Loss) Attributable to Stagwell Inc. Common Shareholders
Current report — wording carried from elsewhere
As a result of the foregoing, net loss attributable to Stagwell Inc. common shareholders for the six months ended June 30, 2025, was $8.2 million, compared to a net loss of $4.2 million for the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Depreciation and amortization increased by $4.2 million, primarily attributable to the inclusion of costs from acquired entities.
Current report — wording carried from elsewhere
(1) All Other Revenue and Administrative costs include approximately $11 million and $8 million of eliminations of intercompany services for the three months ended June 30, 2025, and 2024, respectively.
Current report — wording carried from elsewhere
Adjusted EBITDA decreased by $6.1 million, primarily driven by higher Net revenue, more than offset by an increase in expenses, as discussed above.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Deferred acquisition consideration increased by $6.5 million, primarily attributable to an increase in the fair value of certain obligations.