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
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
In the three months ended September 30, 2025, there were no unregistered sales of equity securities.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices (including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Exchange Act), in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice. The Board will review the Repurchase Program periodically and may authorize adjustments of its terms. Pursuant to its Credit Agreement (as defined and discussed in Note 8 of the Notes included herein) and the indenture governing the 5.625% Notes, the Company is currently limited as to the dollar value of shares it may repurchase in the open market.
The following table details our monthly shares repurchased during the third quarter of 2025 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program:
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Program (2) | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (2) |
|---|---|---|---|---|
| 7/1/2025 - 7/31/2025 | 3,277,788 | $4.91 | 3,246,030 | $100,373,306 |
| 8/1/2025 - 8/31/2025 | 2,047,388 | $5.60 | 2,032,510 | $88,949,618 |
| 9/1/2025 - 9/30/2025 | 1,741,005 | $5.38 | 1,741,005 | $79,555,575 |
| Total | 7,066,181 | $5.23 | 7,019,545 | $79,555,575 |
(1) Includes information for all shares repurchased by the Company, including shares repurchased as part of the Company’s publicly announced Repurchase Program, and 46,636 shares to settle employee tax withholding obligations related to the vesting of restricted stock awards and restricted stock units. Under the Repurchase Program, which was announced in March 2022, was extended and increased in November 2024 and will expire on November 6, 2027, the Company may repurchase up to an aggregate of $375.0 million of shares of the Company’s Class A Common Stock.
(2) Only includes information for shares repurchased as part of the Company’s publicly announced Repurchase Program.
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