Stagwell Inc
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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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.
Sep 30, 2025 · Filed Nov 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0000876883-25-000034
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 203 previous paragraphs and 223 current paragraphs.
73 unchanged; 45 reworded; 99 added; 84 removed; 1 previous and 6 current paragraphs rearranged.
Tables are not compared: 41 previous and 47 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 (99)
Current report
Recent Developments
Current report
On October 30, 2025, the Company sold a Brand, which was included in the Marketing Services segment, for $12.6 million in cash resulting in an estimated pre-tax loss of approximately $3 million. The divestiture did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore its results of operations were not reported as discontinued operations.
Current report
During the three months ended September 30, 2025, the Company reorganized its organizational structure to better reflect how the Company manages its business and goes to market, to simplify reporting and to provide clearer visibility into performance trends across its service offerings. The reorganization also seeks to enhance consistency in the Company’s portfolio of services and improve the transparency and comparability of financial information provided to investors.
Current report
As a result of the reorganization, the Company now has five operating and reportable segments: “Marketing Services,” “Digital Transformation,” “Media & Commerce,” “Communications,” and “The Marketing Cloud.” Periods presented prior to the third quarter of 2025 have been recast to reflect the reclassification of Brands within the reportable segments. Based on the segment analysis, management concluded that the operating segments do not exhibit similar economic characteristics or share other aggregation criteria. As a result, none of our operating segments are aggregated for reporting purposes. Further, as a result of the reorganization, certain reporting units have been redefined, and the composition of others has changed. In accordance with ASC 350-20, Intangibles—Goodwill and Other: Goodwill, when changes occur in the composition of reporting units, the Company is required to reallocate goodwill to the affected reporting units using a relative fair value approach and perform goodwill impairment testing for impacted reporting units both immediately before and after the reorganization. As part of the reorganization, goodwill was reallocated. The Company performed the required goodwill impairment assessments as of the date of the reorganization. The assessment indicated that the estimated fair value of each impacted reporting unit exceeded its carrying amount both immediately prior to and immediately subsequent to the reallocation of goodwill. Accordingly, no goodwill impairment was recognized. The goodwill balance as of September 30, 2025, for Marketing Services, Digital Transformation, Media & Commerce, Communications and The Marketing Cloud was $529.7 million, $308.7 million, $419.9 million, $252.9 million and $86.1 million, respectively. The new structure fairly reflects the allocation of the Company’s resources, thereby improving comparability for investors and supporting the Company’s long-term strategic objectives. The composition of these segments is as follows:
Current report
•The Marketing Services segment delivers a broad range of services across four closely related client needs: creative, research, experiential, and social media solutions designed to build and elevate brands. Capabilities include developing breakthrough brand campaigns, providing consumer insights through advanced research methodologies, creating immersive experiential marketing programs and social engagement strategies that connect brands with audiences across digital platforms. By combining creative excellence, data-driven insights, and innovative experiences, Marketing Services empowers organizations to differentiate themselves in the marketplace, drive audience engagement, and achieve measurable business results. These services employ a wide variety of artificial intelligence (AI) powered services in the delivery such as AI-powered creative production and data analysis. Brands in this segment include, but are not limited to, creative agencies 72&Sunny and Anomaly, research agencies NRG and Harris Insights, experiential agency TEAM, and social agency Crispin.
Current report
•The Digital Transformation segment designs, implements and activates modern digital ecosystems that enable brand and customer experiences through the integration of strategy, design, and technology. This segment helps clients modernize their digital infrastructure, enhance customer engagement, and accelerate enterprise transformation. Its capabilities span the delivery of digital products and experiences that connect brand storytelling with technology, including website and content development, digital campaigns, product and platform design, AI-native strategies and implementation, and Martech integration. It also provides managed services, staff augmentation, and engineering expertise across various delivery models, offering system integration, full-stack development, and ongoing platform management. Additionally, Digital Transformation connects digital ecosystems to physical experiences through innovative, technology-driven customer engagements, such as business-to-business (B2B) platforms and multimodal activations that blend physical and digital environments using augmented reality (AR), virtual reality (VR), and emerging technologies. Together, these capabilities empower organizations to transform their digital presence and drive sustained business growth. Brands in this segment include, but are not limited to, strategy and design agencies Code and Theory and Instrument, development and implementation agency TrueLogic, and digital activation agency Left Field Labs.
Current report
•The Media & Commerce segment delivers integrated AI-based data solutions that drive audience engagement and business growth through media buying, commerce enablement, and Customer Relationship Management (CRM) strategies. Its capabilities include planning and executing media campaigns across global platforms, leveraging data-driven approaches to optimize reach and effectiveness across first-party data, second-party data, and third-party data, and providing commerce and customer relationship management tools that connect brands with consumers throughout the purchase journey. The segment also offers specialized media platforms and translation services to support targeted communication and market expansion. By combining expertise in media strategy, commerce activation, and audience analytics, Media & Commerce empowers organizations to maximize their marketing investments and achieve measurably efficient commercial outcomes. Brands in this segment include, but are not limited to, media buying and strategy agency Assembly Global, commerce and CRM agency Gale, and media platform Ink.
Current report
•The Communications segment provides a leading edge set of solutions designed to help organizations build, protect, and enhance their reputation across diverse audiences and channels. Its capabilities include strategic communications, public relations, and advocacy services that leverage AI and data-driven insights to craft compelling narratives and influence public perception. The segment also offers expertise in targeted communications, crisis management, and stakeholder engagement, ensuring clients can respond effectively to emerging issues and opportunities. Advocacy services encompass strategic political campaign management, grassroots mobilization, and fundraising expertise that reach across the political spectrum. By combining deep industry knowledge with innovative digital approaches to media and advocacy, Communications empowers organizations to connect with key audiences, shape conversations, and achieve their strategic objectives. Brands in this segment include, but are not limited to, strategic communications agencies Allison and Consulum, and advocacy services agencies SKDK and Targeted Victory.
Current report
•The Marketing Cloud segment delivers a comprehensive suite of technology solutions for in-house marketers, combining SaaS and DaaS offerings. Its key products cover a range of areas. Advanced research tools that enable real-time customer insights through syndicated and Do It Yourself (DIY) generative AI-drafted surveys, AI-driven text analysis, and predictive analytics. Communications technology that aggregates data from millions of sources, including news, social media, print, and TV/radio broadcasts, on a daily basis to monitor, analyze, and respond to market trends. Media studio products that leverage first-party, third-party, and proprietary data to provide actionable audience insights and attribution analytics and advanced media platforms that encompass audience engagement solutions such as AR, quick response (QR) codes, and loyalty programs, all designed to collect consumer data and generate actionable insights. Together, these capabilities empower marketers to understand, engage, and influence their audiences with precision and agility. Brands in this segment include, but are not limited to, QUEST, Unicepta, Smart Assets and ARound.
Current report
Revenue for the three months ended September 30, 2025 was $743.0 million, compared to $711.3 million for the three months ended September 30, 2024, an increase of $31.7 million.
Current report
Cost of services increased by $13.9 million. Excluding the decline in Billable costs of $2.6 million, Cost of services increased $16.5 million, primarily attributable to higher staff costs due to the inclusion of costs from acquired entities.
Current report
Deferred acquisition consideration decreased by $13.9 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 an income tax expense for the three months ended September 30, 2025 of $9.6 million (on a pre-tax income of $33.3 million resulting in an effective tax rate of 28.7%) compared to income tax expense of $5.7 million (on pre-tax income of $19.6 million resulting in an effective tax rate of 29.1%) for the three months ended September 30, 2024.
Current report
The difference in the effective tax rate of 28.7% in the three months ended September 30, 2025, as compared to 29.1% in the three months ended September 30, 2024, was primarily due to a reduction in interest related to uncertain tax positions and a reduction in shortfall of deductions for share based compensation expense vested during the period, offset by an increase in current losses subject to valuation allowance.
Current report
Adjusted EBITDA for the three months ended September 30, 2025 was $114.6 million, compared to $111.2 million for the three months ended September 30, 2024, representing an increase of $3.4 million, primarily driven by an increase in Net revenue, partially offset by an increase in Staff costs due to the inclusion of costs from acquired entities, as discussed above.
Current report
Marketing Services
Current report
Revenue for the three months ended September 30, 2025 was $297.2 million, compared to $267.7 million for the three months ended September 30, 2024, an increase of $29.5 million.
Current report
Operating Income for the three months ended September 30, 2025 was $37.5 million, compared to $21.0 million for the three months ended September 30, 2024, representing an increase of $16.5 million. The increase in Operating Income was primarily attributable to an increase in Net revenue of $20.7 million, partially offset by an increase in Cost of services excluding Billable costs. Cost of services increased $12.2 million. Excluding the decline in Billable costs of $8.8 million, Cost of services increased $3.4 million, primarily attributable to higher staff costs.
Current report
Adjusted EBITDA increased by $13.1 million, primarily driven by an increase in Net revenue, as discussed above.
Current report
Digital Transformation
Current report
Revenue for the three months ended September 30, 2025 was $103.7 million, compared to $88.3 million for the three months ended September 30, 2024, an increase of $15.4 million.
Current report
The components of the fluctuations in net revenue for the three months ended September 30, 2025, compared to the three months ended September 30, 2024 were as follows:
Current report
The increase in organic net revenue was primarily attributable to new client wins and increased spending in the communications and consumer products sectors. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of Create.
Current report
Operating Income for the three months ended September 30, 2025 was $16.7 million, compared to $13.6 million for the three months ended September 30, 2024, representing an increase of $3.2 million. The increase in Operating Income was primarily attributable to an increase in Net revenue of $10.1 million, partially offset by an increase in Cost of services excluding Billable costs. Cost of services increased $10.7 million. Excluding the decline in Billable costs of $5.3 million, Cost of services increased $5.4 million, primarily attributable to higher staff costs and the inclusion of costs from acquired entities.
Current report
Media & Commerce
Current report
Revenue for the three months ended September 30, 2025 was $174.7 million, compared to $159.6 million for the three months ended September 30, 2024, an increase of $15.1 million.
Current report
Operating Income for the three months ended September 30, 2025 was $11.1 million, compared to $11.9 million for the three months ended September 30, 2024, representing a decrease of $0.8 million. The change in Operating Income was primarily attributable to an increase in Net revenue of $8.6 million more than offset by an increase in Cost of services excluding Billable costs and Office and general expenses. Cost of services increased $8.7 million. Excluding the decline in Billable costs of $6.5 million, Cost of services increased $2.2 million, primarily attributable to higher staff costs due to the inclusion of costs from acquired entities.
Current report
The increase in Office and general expenses of $6.5 million was primarily attributable to an increase in Deferred acquisition consideration.
Current report
Deferred acquisition consideration increased $8.4 million, primarily as a result of reduction in expenses in the third quarter of 2024 due to decrease in the fair value of a certain Brand.
Current report
Adjusted EBITDA increased $4.0 million, primarily due to an increase in Net revenue partially offset by an increase in expenses, as discussed above.
Current report
Communications
Current report
Revenue for the three months ended September 30, 2025 was $144.9 million, compared to $184.7 million for the three months ended September 30, 2024, a decrease of $39.7 million.
Current report
The components of the fluctuations in net revenue for the three months ended September 30, 2025, compared to the three months ended September 30, 2024 were as follows:
Current report
Operating Income for the three months ended September 30, 2025 was $19.0 million, compared to $26.0 million for the three months ended September 30, 2024, representing a decrease of $7.0 million. The decrease in Operating Income was primarily attributable to a decrease in Net Revenue of $16.1 million partially offset by a decrease in Office and general expenses. Cost of services decreased by $24.4 million. Excluding the decline in Billable costs of $23.6 million, Cost of services decreased by $0.8 million.
Current report
The decrease in Office and general expenses of $10.4 million was primarily attributable to a decrease in Deferred acquisition consideration.
Current report
Deferred acquisition consideration decreased $10.5 million, primarily as a result of a decrease in the fair value of a certain Brand.
Current report
Adjusted EBITDA decreased $17.4 million, primarily due to a decrease in Net revenue, as discussed above.
Current report
The Marketing Cloud
Current report
Revenue for the three months ended September 30, 2025 was $27.2 million, compared to $11.4 million for the three months ended September 30, 2024, an increase of $15.7 million.
Current report
Operating Income (Loss)
Showing the first 40 of 99 passages. Open the source sections for the rest.
Removed paragraphs (84)
Previous report
The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Mark Penn, Chief Executive Officer and Chairman, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics. All segments follow the same basis of presentation and accounting policies as those described throughout the Notes included herein.
Previous report
The Company has three reportable segments as follows: “Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.” The composition of these segments are as follows:
Previous report
•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 report
These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of clients and the methods used to provide services; and (iii) the extent to which they may be impacted by global economic and geopolitical risks. In addition, these operating segments may occasionally compete with each other for new business or have business move between them.
Previous report
•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 report
•The Communications Network reportable segment comprises a single operating segment, our specialist network that provides advocacy, strategic corporate communications, investor relations, public relations, online fundraising and other services to both corporations and political and advocacy organizations and includes Allison, SKDK, Targeted Victory, and Consulum.
Previous report
The Company combines and discloses operating segments that do not meet the aggregation criteria and includes the elimination of certain intercompany services and revenue, within “All Other.” All Other consists of the Company’s “software as a service” (“SaaS”) and “data as a service” (“DaaS”) technology tools.
Previous 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.
Previous 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.
Previous report
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 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.
Previous report
Earnings (Loss) Per Share
Previous 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.
Previous report
Integrated Agencies Network
Previous 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.
Previous 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.
Previous 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.
Previous report
The decrease in Office and general expenses was primarily attributable to a decrease in deferred acquisition consideration expense.
Previous report
Stock-based compensation increased by $7.4 million, primarily due to an increase in the fair value of profit interest awards.
Previous 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.
Previous 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.
Previous report
Brand Performance Network
Previous 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.
Previous report
The decrease in organic net revenue was primarily attributable to lower spending due to budget cuts in the Communication sector.
Previous 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.
Previous 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.
Previous 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.
Previous report
Adjusted EBITDA decreased $2.1 million, primarily driven by an increase in expenses and a decrease in Revenue, as discussed above.
Previous report
Communications Network
Previous 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.
Previous report
The increase in Cost of services was primarily attributable to higher staff costs primarily due to the inclusion of costs from acquired entities.
Previous report
The decrease in Office and general expenses was primarily attributable to a decrease in Deferred acquisition consideration.
Previous 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.
Previous 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.
Previous report
All Other
Previous report
(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 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.
Previous 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.
Previous 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.
Previous 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.
Showing the first 40 of 84 passages. Open the source sections for the rest.
Reworded paragraphs (45)
Previous wording
Historically, we typically generate the highest quarterly revenue during the fourth quarter of each year. In addition, within our Communications Network, client concentration increases during election years due to the cyclical nature of our advocacy Brands. The highest volumes of retail related consumer marketing increase with the back-to-school season through the end of the holiday season.
Current wording
Historically, we typically generate the highest quarterly revenue during the fourth quarter of each year. In addition, within our Communications segment, client concentration increases during election years due to the cyclical nature of our advocacy Brands. The highest volumes of retail related consumer marketing increase with the back-to-school season through the end of the holiday season.
Previous wording
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 wording
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. Beginning with the quarter ended September 30, 2025, we calculate the 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. Previously, we calculated the impact of an acquisition as follows: (a) for an entity acquired during the current year, we presented 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 presented 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 believe that this change in the method of calculating the impact of an acquisition results in a measurement of organic net revenue growth (decline) that better reflects the effect of our management of an acquired entity by including the revenue of the acquired entity in such measurement after we have owned it for 12 months. 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.
Previous wording
“Adjusted EBITDA” is defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense to achieve operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items. Other items primarily includes restructuring, certain system implementation and acquisition-related expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating Income (Loss), as Net Income (Loss) is not a relevant reportable segment financial metric.
Current wording
“Adjusted EBITDA” is defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense to achieve operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, impairment and other losses, and other items. Other items primarily includes restructuring, certain system implementation and acquisition-related expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating Income (Loss), as Net Income (Loss) is not a relevant reportable segment financial metric.
Previous wording
“Adjusted Diluted EPS” is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income (loss) attributable to Class C shareholders, excluding the impact of amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), based on total consolidated amounts, then allocated to Stagwell Inc. common shareholders and Class C shareholders, based on their respective income allocation percentage using a normalized effective income tax rate divided by (ii) (a) the weighted average number of common shares outstanding plus (b) the weighted average number of outstanding shares of Class C Common Stock. The diluted weighted average shares outstanding include shares of Class C Common Stock as if converted to shares of Class A Common Stock to calculate Adjusted Diluted EPS.
Current wording
“Adjusted Diluted EPS” is defined as (i) Net income (loss) attributable to Stagwell Inc. common shareholders, plus net income (loss) attributable to Class C shareholders, excluding the impact of amortization expense, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), based on total consolidated amounts, then allocated to Stagwell Inc. common shareholders and Class C shareholders, based on their respective income allocation percentage using a normalized effective income tax rate 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 included because they were anti-dilutive.
Previous wording
The CODM uses Adjusted EBITDA (as defined above) as a key metric, to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions.
Current wording
The Company’s Chief operating decision maker uses Adjusted EBITDA as a key metric to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions.
Previous wording
The Company reports corporate expenses as “Corporate.” Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments. These office and general expenses include (i) salaries and related expenses for corporate office employees, including employees dedicated to supporting the operating segments, (ii) occupancy expenses relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, and (iv) certain other professional fees managed by the corporate office.
Current wording
The Company reports corporate expenses as “Corporate and eliminations” which consists of office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments. These office and general expenses include (i) salaries and related expenses for corporate office employees, including employees dedicated to supporting the operating segments, (ii) occupancy expenses relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, (iv) certain other professional fees managed by the corporate office, and v) the elimination of certain intercompany services and revenue.
Previous 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.
Current wording
The following discussion focuses on the operating performance of the Company for the three and nine months ended September 30, 2025 and 2024 and the financial condition of the Company as of September 30, 2025.
Previous wording
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 wording
For the three months ended September 30, 2025 organic net revenue decreased $2.3 million, or 0.4%. The decrease was primarily attributable to lower advocacy services following the 2024 election season and a decrease in client spending in the consumer products sectors, partially offset by new wins and increased spending by clients in the retail sector. 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”), ADK Global (“ADK”), Consulum (Cayman) Limited (“Consulum”), L.D.R.S. Group Ltd. (“Leaders”), and UNICEPTA Holding GmbH (“Unicepta”).
Previous 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.
Current wording
Operating Income for the three months ended September 30, 2025 was $60.9 million, compared to $41.8 million for the three months ended September 30, 2024, representing an increase of $19.1 million. The change in Operating Income was primarily attributable to an increase in Net revenue of $34.3 million and a decrease in Office and general expenses, partially offset by an increase in Cost of services excluding Billable costs, and Depreciation and amortization.
Previous wording
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 wording
The decrease in Office and general expenses of $10.0 million was primarily attributable to a decrease in deferred acquisition consideration expense, partially offset by an increase in staff costs due to the inclusion of costs from acquired entities and increase in technology related expenses.
Previous wording
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 wording
Stock-based compensation decreased by $4.3 million, primarily due to an increase in the fair value of profit interest awards in the third quarter of 2024, partially offset by an increase in the fair value and number of awards expensed compared to last year.
Previous wording
Depreciation and amortization increased by $6.5 million, primarily attributable to the Company’s acquisition of businesses.
Current wording
Depreciation and amortization increased by $8.2 million, primarily attributable to the Company’s acquisition of businesses.
Previous 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.
Current wording
Interest expense, net for the three months ended September 30, 2025 was $25.2 million, compared to $23.8 million for the three months ended September 30, 2024, an increase of $1.4 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.
Previous wording
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 wording
The effect of noncontrolling and redeemable noncontrolling interests for the three months ended September 30, 2025 was loss of $0.9 million, compared to income of $10.6 million for the three months ended September 30, 2024. The amounts are driven by the mix of income and loss derived from entities not entirely owned by the Company. Additionally, the change was driven by the Class C Exchange (as defined and discussed in Note 9 of the Notes included herein) during the second quarter of 2025.
Previous 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.
Current wording
As a result of the foregoing, net income attributable to Stagwell Inc. common shareholders for the three months ended September 30, 2025 was $24.6 million, compared to net income of $3.3 million for the three months ended September 30, 2024.
Previous wording
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 wording
The increase in organic net revenue was primarily attributable to new client wins and increased spending in the retail and financials sectors, partially offset by lower spending due to budget cuts by large clients in the consumer products sectors. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of Jetfuel.
Previous wording
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 wording
The decrease in organic net revenue was primarily attributable to decreased spending, primarily due to lower advocacy services as compared to higher spending in 2024 associated with the 2024 elections, and decreased spending in the consumer products sector due to client losses and budget cuts. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of Consulum.
Previous wording
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 wording
The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Leaders and Unicepta.
Previous wording
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 wording
Operating Income for the three months ended September 30, 2025 was $3.2 million, compared to a loss of $6.1 million for the three months ended September 30, 2024. The increase in Operating Income was primarily attributable to an increase in Net revenue and a decrease in Office and general expenses, partially offset by an increase in Costs of services.
Previous wording
For the six months ended June 30, 2025, organic net revenue increased by $5.9 million, or 0.5%. The increase was primarily attributable to new wins and increased spending by clients in the technology and retail sectors. This increase was partially offset by losses and a decrease in client spending due to budget cuts in the consumer products sector. The increase in net acquisitions (divestitures) was impacted by the acquisitions of Jetfuel, Create, Consulum, Leaders, and Unicepta.
Current wording
For the nine months ended September 30, 2025, organic net revenue increased by $10.0 million, or 0.6%. The increase was primarily attributable to new wins and increased spending by clients in the technology, retail, automotive and financials sectors. This increase was partially offset by losses and a decrease in client spending due to budget cuts in the consumer products sector and lower advocacy services as compared to higher spending in 2024 associated with the 2024 elections. The increase in net acquisitions (divestitures) was impacted by the acquisitions of Jetfuel, Create, ADK, Consulum, Leaders, and Unicepta.
Previous wording
The geographic mix in Net revenue for the six months ended June 30, 2025 and 2024 was as follows:
Current wording
The geographic mix in Net revenue for the nine months ended September 30, 2025 and 2024 was as follows:
Previous 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.
Current wording
Cost of services increased by $1.8 million. Excluding the decline in Billable costs of $60.8 million, Cost of services increased $62.6 million, primarily attributable to the inclusion of expenses of acquired entities.
Previous wording
Office and general expenses increased by $30.9 million, primarily attributable to the inclusion of expenses of acquired entities and higher staff costs.
Current wording
Office and general expenses increased by $20.9 million, primarily attributable to higher software license fees and staff costs and the inclusion of expenses of acquired entities. This was partially offset by a decrease in deferred acquisition consideration expense and a decrease in occupancy costs primarily attributable to a lease termination during the first quarter of 2025 that resulted in a gain on termination of $3.5 million and the expiration of office leases in 2024.
Previous wording
Stock-based compensation increased by $9.5 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, partially offset by 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 wording
Stock-based compensation increased by $5.2 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, partially offset by 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 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.
Current wording
The foreign exchange loss for the nine months ended September 30, 2025, was $0.5 million, compared to a loss of $2.3 million for the nine months ended September 30, 2024, primarily attributable to the movement in the British Pound and Euro.
Previous 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.
Current wording
The effect of noncontrolling and redeemable noncontrolling interests for the nine months ended September 30, 2025 was a loss of $2.6 million, compared to an income of $10.2 million for the nine months ended September 30, 2024. The amounts are driven by the mix of income and loss derived from entities not entirely owned by the Company. Additionally, the change was driven by the Class C Exchange during the second quarter of 2025.
Previous wording
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 wording
As a result of the foregoing, net income attributable to Stagwell Inc. common shareholders for the nine months ended September 30, 2025 was $16.4 million, compared to a net loss of $1.0 million for the nine months ended September 30, 2024.
Previous wording
The increase in organic net revenue was primarily attributable to new client wins and higher spending in the technology, retail, automotive, and financials sectors. This increase was partially offset by losses and a decrease in client spending due to budget cuts in the consumer products sector. The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Jetfuel and Create.
Current wording
The increase in organic net revenue was primarily attributable to new client wins and higher spending in the technology, retail, automotive, and financials sectors. This increase was partially offset by losses and decrease in client spending due to budget cuts in the consumer products sector. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of Jetfuel.
Previous wording
Cost of services increased $13.9 million. Excluding the decline in Billable costs of $10.3 million, Cost of services increased $24.2 million, primarily attributable to higher staff costs due to growth in revenue and inclusion of costs from acquired entities and higher Stock-based compensation.
Current wording
The increase in Cost of services of $17.3 million was primarily attributable to higher staff costs due to growth in revenue and inclusion of costs from acquired entities.
Previous wording
Other items, net decreased 8.5 million, primarily attributable to a lease termination during the first quarter of 2025 resulting in a gain on termination of $3.5 million, and a decrease in severance of $3.5 million.
Current wording
Other items, net decreased $7.1 million, primarily attributable to a lease termination during the first quarter of 2025 resulting in a gain on termination of $3.5 million and a decrease in severance of $1.5 million.
Previous wording
Adjusted EBITDA increased by $26.6 million, primarily driven by higher Net revenue, partially offset by an increase in expenses, as discussed above.
Current wording
Adjusted EBITDA increased by $24.2 million, primarily driven by higher Net revenue, partially offset by an increase in Cost of services, as discussed above.
Previous wording
The decrease in organic net revenue was primarily attributable to decreased spending by existing clients in the business services and transportation sectors.
Current wording
The decrease in organic net revenue was primarily attributable to decreased spending by existing clients in the business services and food and beverage sectors.
Previous wording
The decrease in organic net revenue was primarily attributable to decreased spending, primarily due to lower advocacy services as compared to higher spending in the first half of 2024 associated with the 2024 elections and decreased spending in the healthcare and consumer products due to client losses and budget cuts. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of Consulum.
Current wording
The decrease in organic net revenue was primarily attributable to decreased spending, primarily due to lower advocacy services as compared to higher spending in 2024 associated with the 2024 elections and decreased spending in the healthcare and consumer products due to client losses and budget cuts. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of Consulum.
Previous wording
Operating Income for the six months ended June 30, 2025, was $19.0 million, compared to $30.7 million for the six months ended June 30, 2024, representing a decrease of $11.7 million. The decrease in Operating Income was primarily attributable to a decrease in Revenue and an increase in Cost of Services and Depreciation and amortization, partially offset by a decrease in Deferred acquisition consideration.
Current wording
Operating Income for the nine months ended September 30, 2025 was $43.7 million, compared to $68.0 million for the nine months ended September 30, 2024, representing a decrease of $24.2 million. The decrease in Operating Income was primarily attributable to a decrease in Net revenue of $18.8 million and an increase in Cost of services excluding Billable costs, and Depreciation and amortization, partially offset by a decrease in Office and general expenses.
Previous wording
Deferred acquisition consideration decreased by $3.5 million, primarily attributable to a decrease in the fair value of a certain Brand, partially offset by an increase in the fair value of certain other Brands.
Current wording
Deferred acquisition consideration decreased by $14.0 million, primarily attributable to a decrease in the fair value of a certain Brand, partially offset by an increase in the fair value of certain Brands.
Previous wording
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 wording
Deferred acquisition consideration decreased by $10.5 million, primarily attributable to a decrease in the fair value of a certain Brand.
Previous 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.
Current wording
Stock-based compensation expense increased by $10.3 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 following table provides summary information about the Company’s liquidity position:
Current wording
The following table provides summary information about the Company’s liquidity position and capital resources:
Previous 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.
Current wording
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 an amendment to the Credit Agreement, which increased the limit of borrowing to $750 million and extended the maturity date to April 30, 2030, as described in more detail in Note 8 of the Notes included herein. As of September 30, 2025, the Company had $438.3 million of borrowings outstanding and $14.9 million of issued and undrawn letters of credit, resulting in $296.7 million unused borrowing capacity under the Credit Agreement.
Previous 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.
Current wording
The trade receivables transferred to the third parties were $122.6 million and $366.1 million for the three and nine months ended September 30, 2025, respectively, and $78.3 million and $224.8 million for the three and nine months ended September 30, 2024. The amount collected and due to the third parties under these arrangements was $14.6 million as of September 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 $4.1 million for the three and nine months ended September 30, 2025, respectively, and $1.0 million and $3.0 million for the three and nine months ended September 30, 2024.
Showing the first 40 of 45 pairs. Open the source sections for the rest.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
The foreign exchange loss for the three months ended September 30, 2025 was $0.4 million, compared to a gain of $1.3 million for the three months ended September 30, 2024, primarily attributable to the movement in the British Pound and Euro.
Current report — wording carried from elsewhere
The increase in organic net revenue was primarily attributable to new client wins in the financials and technology sectors, partially offset by lower spending due to budget cuts by large clients in the food and beverage and retail sectors. The increase in net acquisitions (divestitures) was primarily driven by the acquisition of ADK.
Current report — wording carried from elsewhere
Depreciation and amortization increased by $14.8 million, primarily attributable to the Company’s acquisition of businesses.
Current report — wording carried from elsewhere
Interest expense, net for the nine months ended September 30, 2025 was $72.0 million, compared to $68.3 million for the nine months ended September 30, 2024, an increase of $3.7 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 report — wording carried from elsewhere
The increase in net acquisitions (divestitures) was primarily driven by the acquisitions of Leaders and Unicepta.
Current report — wording carried from elsewhere
The Company had cash and cash equivalents of $132.2 million and $131.3 million as of September 30, 2025, and December 31, 2024, respectively.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.