Stagwell Inc
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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.
Sep 30, 2026 · Filed Oct 29, 2026
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 2026-06-30; filed 2026-07-31.
0000876883-26-000026
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0000876883-26-000033
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 221 previous paragraphs and 262 current paragraphs.
93 unchanged; 29 reworded; 140 added; 97 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 47 previous and 45 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 (140)
Current report
On October 23, 2026, the Company acquired all of the outstanding stock of Publisher First, Inc., doing business as Freestar, which assists online publishers in monetizing the media on their sites, for $50.0 million: $30.0 million in 3,442,043 shares of Class A Common Stock, par value $0.001 per share (the“Class A Common Stock”)and $20.0 million in cash, subject to post-closing adjustments. The sellers can also earn up to $60.0 million in contingent consideration if future earnings targets are met, plus a share of earnings above those targets. The Company may settle part of the contingent consideration in stock, and payments to certain holders are subject to their continued employment. Due to the timing of the acquisition, the Company is currently evaluating the purchase price allocation, including the fair value of the consideration transferred and the assets acquired and liabilities assumed.
Current report
Revenue for the three months ended September 30, 2026 was $816.0 million, compared to $743.0 million for the three months ended September 30, 2025, an increase of $73.0 million.
Current report
For the three months ended September 30, 2026, net revenue increased $49.5 million, or 8.1%, to $664.0 million. The increase was driven principally by organic growth of $45.7 million, or 7.4%, and $4.3 million from acquisitions, net of dispositions, partially offset by a $0.5 million unfavorable impact from foreign currency.
Current report
Organic growth was driven primarily by The Marketing Cloud, Digital Transformation, and Communications segments. The Marketing Cloud increased $28.8 million, or 108.4%, driven by software sales associated with The Machine and increased demand for research products. Digital Transformation increased $22.2 million, or 23.1%, driven by marketing workflow redesign and optimization assignments centered around technology development and system implementations, including The Machines. Communications increased $19.3 million, or 20.0%, reflecting growth in public relations and strategic communications including campaign strategy, high volume low dollar fundraising, and media campaigns associated with the U.S. election cycle. These increases were partially offset by declines in Marketing Services of $18.1 million, or 7.5%, and Media & Commerce of $3.4 million, or 2.1%. The decline in Marketing Services resulted from the timing of the transition from completed engagements to recently awarded work, reduced spending by certain beverage clients driven by secular changes in the industry and the non-recurrence of one time projects in the prior year.
Current report
Acquisitions, net of dispositions contributed $4.3 million to the increase in net revenue, primarily from the acquisitions of Wavelength Strategy LLC (“Wavelength”) and QStrauss Consulting S.A.S. and QStrauss Consulting LLC (collectively, “QStrauss”), partially offset by the divestiture of a non-core Brand in the Marketing Services segment.
Current report
Cost of services increased $40.8 million, or 8.7%, compared with an increase in Revenue of 9.8%. The increase was primarily driven by $23.5 million of higher Billable costs, $9.9 million of higher Unbillable and other costs, net, and $8.4 million of higher Stock-based compensation.
Current report
Office and general expenses increased $40.5 million, or 24.3%, compared with Net revenue growth of 8.1%. The increase included $21.0 million of higher Deferred acquisition consideration and $7.9 million of higher performance Stock-based compensation. The remaining increase in Office and general expenses was $11.6 million, with the increase primarily reflecting software and technology investments to support Net revenue growth.
Current report
From a functional operating cost perspective, Staff, Administrative and Unbillable and other costs, net, increased $20.6 million. Administrative and Unbillable and other costs, net, increased $22.2 million, primarily reflecting investments in software, product development and commercialization initiatives, including automation and AI capabilities. Staff costs decreased $1.6 million despite Organic net revenue growth of 7.4%, resulting in a 4.9 percentage point improvement in Staff costs as a percentage of Net revenue. The decrease reflected active management of the Staff cost base and productivity gains from shared services, AI-enabled workflow automation and the deployment of the Stagwell Content Supply Chain, which more than offset continued investment in client-facing leadership, sales, account management and other growth resources.
Current report
Stock-based compensation increased $16.3 million, primarily attributable to an increase in performance based awards granted in the current year as a greater proportion of total annual incentive compensation compared to the prior year.
Current report
Deferred acquisition consideration increased $21.0 million, primarily reflecting changes in the estimated fair value of contingent consideration liabilities based on updated performance expectations for certain acquired businesses.
Current report
Operating income decreased $12.9 million, or 21.1%, and operating margin decreased to 7.2% from 9.9%. The operating benefits from Net revenue growth, lower Staff costs and operating leverage across Administrative and Unbillable and other costs, net, were more than offset by a $41.9 million increase in expenses, consisting of $21.0 million of higher Deferred acquisition consideration, $16.3 million of higher Stock-based compensation, $4.0 million of higher Depreciation and amortization and $0.6 million of higher Impairment and other losses.
Current report
Foreign exchange, net was a gain of $2.2 million for the three months ended September 30, 2026, compared to a loss of $0.4 million for the three months ended September 30, 2025, a favorable change of $2.6 million. The change mostly reflects remeasurement of foreign-currency cash, intercompany receivables/payables and intercompany loans held by our U.K., U.S., Canadian and Asia-Pacific (“APAC”) entities.
Current report
The effective tax rate increased by 9.0 percentage points compared with the prior-year period, and income tax expense increased by $1.3 million. The increase in the tax rate primarily related to a higher estimated annual effective tax rate and increased losses for which no tax benefit was recognized, offset by state tax refunds applied in the current period, and other discrete items.
Current report
Net Income Attributable to Stagwell Inc. Common Shareholders
Current report
Adjusted EBITDA increased $28.8 million, or 24.9%, and Adjusted EBITDA margin increased 2.9 percentage points to 21.8% of Net revenue from 18.9%. The margin improvement reflected a favorable mix of higher-margin revenue and the improvement in Staff costs as a percentage of Net revenue discussed above.
Current report
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring income and expenses.
Current report
(3)Represents the difference between the income tax expense of $10.9 million at an effective tax rate of 37.7% on a GAAP basis and the income tax expense of $30.9 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Current report
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring income and expenses.
Current report
(3)Represents the difference between the income tax expense of $9.6 million at an effective tax rate of 28.7% on a GAAP basis and the income tax expense of $22.8 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Current report
Revenue for the three months ended September 30, 2026 was $255.4 million, compared to $291.1 million for the three months ended September 30, 2025, a decrease of $35.6 million.
Current report
Net revenue decreased $22.3 million, or 9.3%, to $217.7 million. The decrease was driven principally by an $18.1 million, or 7.5%, organic decline, and a $4.0 million, or 1.7%, decline from dispositions.
Current report
The decline in organic Net revenue was driven primarily by lower research, experiential, and creative services, partially offset by growth in social media solutions. Creative and experiential services reflected the timing of the transition from completed engagements to recently awarded work, reduced spending by certain beverage clients driven by secular changes in the industry and the non-recurrence of one time projects in the prior year.
Current report
Dispositions reduced Net revenue by $4.0 million, primarily reflecting the divestiture of a non-core experiential brand.
Current report
Cost of services decreased $8.6 million, or 4.6%, compared with a 12.2% decrease in Revenue. The decrease was primarily driven by $13.4 million of lower Billable costs and $2.0 million of lower expenses associated with a divested brand, partially offset by $6.2 million of higher Stock-based compensation.
Current report
Office and general expenses decreased $2.4 million, or 4.6%, compared with a 9.3% decrease in Net revenue. The decrease was primarily driven by $2.4 million of lower Staff costs and $1.1 million of savings from the consolidation of the Company’s real-estate footprint, partially offset by a $0.5 million increase in Deferred acquisition consideration.
Current report
From a functional operating-cost perspective, Staff, Administrative and Unbillable and other costs, net, decreased $6.6 million in aggregate. Staff costs decreased $11.5 million, reflecting actions to align the Staff cost base with lower Net revenue and efficiencies from shared services, AI-enabled workflow automation and the Stagwell Content Supply Chain. Administrative costs decreased $2.2 million, consistent with the Office and general expense savings discussed above. These decreases were partially offset by a $7.1 million increase in Unbillable and other costs, net, primarily reflecting higher creative production costs and the expansion of Sport Beach within experiential.
Current report
Operating income decreased $23.6 million, or 60.8%, and operating margin decreased to 7.0% from 16.2%. The decrease was driven principally by the reduction in revenues, partially offset by management actions to reduce staff and other administrative costs to align with the lower revenue, as discussed above.
Current report
Adjusted EBITDA decreased $15.7 million or 27.2%, and Adjusted EBITDA margin decreased 4.7 percentage points to 19.3% of Net revenue from 24.0%. The decrease primarily reflected lower Net revenue and higher Unbillable and other costs, net, partially offset by lower Staff and Administrative costs, as discussed above.
Current report
Revenue for the three months ended September 30, 2026 was $127.2 million, compared to $104.4 million for the three months ended September 30, 2025, an increase of $22.7 million.
Current report
Net revenue increased $22.5 million, or 23.5%, to $118.7 million. The increase reflected $22.2 million, or 23.1%, of organic growth and $0.6 million, or 0.6%, from acquisitions, partially offset by $0.2 million, or 0.2%, from unfavorable foreign currency movements.
Current report
Organic net revenue increased $22.2 million, or 23.1%, driven primarily by expanded scopes of work with existing clients and new client wins fueled by demand for marketing workflow transformation. Growth sources included workflow and technology design and implementation planning to support adoption, as well as forward deployed engineers and other technical resources embedded within clients. Growth drivers also included broader integrated client engagements in which Digital Transformation capabilities were delivered alongside other services across the Company. The acquisition of QStrauss, a Colombian technology consulting company specializing in marketing technology and digital experience services, contributed $0.6 million to Net revenue.
Current report
Cost of services increased $9.5 million, or 14.9%, compared with Revenue growth of 21.8%. The lower rate of Cost of services growth reflected improved operating leverage as hiring and other Staff cost growth trailed Revenue growth, together with productivity gains from AI-enabled development and coding workflows. The improvement was achieved while continuing to invest in account management resources.
Current report
Office and general expenses increased $5.2 million, or 28.1%, compared with Net revenue growth of 23.5%. The increase was primarily driven by $2.4 million of higher Stock-based compensation, $1.6 million of higher Deferred acquisition consideration, and $1.7 million of higher Staff costs.
Current report
From a functional operating-cost perspective, Staff, Administrative and Unbillable and other costs, net, increased $10.3 million in aggregate, or 14.7%, compared with Net revenue growth of 23.5%. Staff costs increased $10.8 million, or 17.1%, while Administrative and Unbillable and other costs, net, decreased $0.5 million in aggregate. Staff costs declined to 62.0% of Net revenue from 65.4%, a 3.4 percentage point improvement, reflecting the operating leverage discussed above.
Current report
Operating income increased $7.7 million, or 46.3%, and operating margin increased to 20.6% from 17.4%. The increase was driven principally by the strong growth in revenue, offset by proportionately lower increases in compensation and administrative expenses, as described above.
Current report
Adjusted EBITDA increased $12.3 million, or 47.3%, and Adjusted EBITDA margin increased 5.2 percentage points to 32.1% of Net revenue from 26.9%. The margin improvement reflected strong demand for marketing workflow transformation and a favorable mix of higher value strategy, design and technology services, together with operating leverage from productivity gains and disciplined hiring relative to revenue growth. The improvement was achieved while continuing to invest in account management, sales, client leadership and business development resources to support growth.
Current report
Revenue for the three months ended September 30, 2026 was $176.9 million, compared to $183.1 million for the three months ended September 30, 2025, a decrease of $6.3 million.
Current report
Net revenue decreased $3.8 million, or 2.3%, to $158.7 million. The decrease reflected $3.4 million, or 2.1%, of organic decline and $0.4 million, or 0.3%, from unfavorable foreign currency movements.
Current report
Organic net revenue accounted for almost the entire net revenue decline, decreasing by $3.4 million, or 2.1%. The decrease reflected the net effect of an $8.1 million, or 8.8%, decrease in media buying, partially offset by a $4.9 million, or 7.3%, increase in commerce and CRM and media platform services. Media buying decreased primarily due to $4.9 million of lower client activity in the fashion and beauty sectors and $3.2 million of reduced client marketing spend in the Middle East due to the ongoing conflict in the region. Commerce and CRM and media platform services increased primarily due to new client wins in the technology and travel sectors.
Current report
Cost of services decreased $5.1 million, or 4.6%, compared with a 3.4% decrease in Revenue. The decrease included a $2.5 million reduction in Billable costs. The remaining decrease in the Cost of services was primarily driven by lower Staff costs.
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Removed paragraphs (97)
Previous report
On July 17, 2026, the Company entered into an agreement to acquire the net assets of QStrauss Consulting, a Colombian technology consulting firm, for an estimated purchase price of $4.0 million, up to $2.0 million of which may be paid in shares of the Company’s Class A Common Stock, at the Company’s discretion. The acquisition is expected to close in August 2026, subject to the satisfaction of customary closing conditions. In connection with the acquisition, the sellers are eligible to earn contingent consideration of up to $8.0 million, a portion of which may be settled in shares of the Company’s Class A Common Stock, at the Company’s discretion.
Previous report
Revenue for the three months ended June 30, 2026 was $786.3 million, compared to $706.8 million for the three months ended June 30, 2025, an increase of $79.5 million.
Previous report
For the three months ended June 30, 2026, organic net revenue increased $30.1 million, or 5.0%. Digital Transformation grew $16.6 million, reflecting higher demand for AI‑related services and marketing‑technology transformation among technology‑sector clients. Communications grew $11.9 million as it entered an on‑cycle U.S. election year, which increased public affairs activity across digital, advertising, direct‑mail, and political fundraising work. Marketing Services, Media & Commerce, and The Marketing Cloud each contributed additional growth from new client wins, higher platform utilization, and subscription‑based offerings. These increases were partially offset by reduced client spending in the Middle East related to the ongoing conflict.
Previous report
The geographic mix in net revenue for the three months ended June 30, 2026 and 2025 was as follows:
Previous report
Cost of services increased by $57.8 million, or 12.6%. Excluding the increase in Billable costs of $46.0 million, and the addition of $1.8 million of expenses from acquired entities, Cost of services increased $10.0 million, or only 2.9%, compared to Organic net revenue of 5.0%. The increase was driven by increases in Unbillable and other costs, net and staff costs to support the growth of Net revenue.
Previous report
Office and general expenses increased $30.7 million, primarily attributable to non-cash Deferred acquisition consideration, as discussed below, and due to higher software licensing fees from investments in automation and AI intended to improve workflow efficiency and support future margin expansion.
Previous report
Deferred acquisition consideration increased $12.1 million, primarily attributable to strong performance at certain acquired Brands, which increased the fair value of the related deferred acquisition consideration liabilities, partially offset by a reduction in the fair value of the liabilities associated with certain other Brands driven by performance timing.
Previous report
Operating income decreased by $11.6 million, or 50.2%, and operating margin decreased to 1.8% from 3.9%. The decrease was driven by a $13.3 million increase in non-cash expenses of Stock-based compensation, Depreciation and amortization, and Deferred Acquisition consideration expenses and a 12.8 million increase in Other items, net, related to non‑recurring tax and insurance adjustments. These increases were partially offset by Net revenue growth of $33.5 million, or 5.6%, while Staff, Administrative, and Unbillable and other costs, net increased only $19.1 million, or 3.8%, resulting in a 1.4 percentage point improvement in those costs as a percentage of Net revenue.
Previous report
Interest expense, net for the three months ended June 30, 2026 was $22.3 million, compared to $23.5 million for the three months ended June 30, 2025, a decrease of $1.1 million. This decrease was primarily attributable to a lower average interest rate, partially offset by higher levels of debt outstanding under the Credit Agreement (as defined and discussed in Note 7 of the Notes to the Unaudited Consolidated Financial Statements included herein) used to support the growth in working capital attributable to the growth of Net revenue of the business.
Previous report
The foreign exchange gain for the three months ended June 30, 2026 was $0.6 million, compared to a loss of $1.3 million for the three months ended June 30, 2025. The $1.9 million improvement was primarily driven by foreign exchange gains realized by our Brands operating in Canada, partially offset by foreign exchange losses incurred by our Brands operating in Europe during the same period.
Previous report
The effective tax rate increased by 138.7 percentage points compared to the prior year period, primarily due to (i) a 73.3 percentage point increase from additional pre-tax losses, which were not subject to valuation allowances, for which we recorded an additional $1.4 million tax benefit; (ii) a 31.9 percentage point increase related to a reduction in shortfall of deductions for stock-based compensation expense vested during the year for which we recorded $0.9 million less tax expense and (iii) a 33.5 percentage point increase related to a decrease in interest and penalties for which we recorded $0.7 million less tax expense.
Previous report
Adjusted EBITDA increased by $14.4 million or 15.3% and Adjusted EBITDA margin as a percentage of Net revenue increased to 17.2% from 15.8%. The increase was driven by Net revenue growth of $33.5 million, or 5.6%, while Staff costs increased only $3.1 million, resulting in a 2.9 percentage point improvement in Staff costs as a percentage of Net revenue. These benefits were partially offset by an increase of $7.9 million in Administrative costs and $8.0 million in Unbillable and other costs, net, as explained above.
Previous report
(3)Represents the difference between the income tax benefit of $0.3 million at an effective tax rate of 3.8% on a GAAP basis and the income tax expense of $21.8 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Previous report
(3)Represents the difference between the income tax expense of $2.7 million at an effective tax rate of (134.9)% on a GAAP basis and the income tax expense of $16.6 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
Previous report
Revenue for the three months ended June 30, 2026 was $277.3 million, compared to $275.9 million for the three months ended June 30, 2025, an increase of $1.4 million.
Previous report
Organic net revenue increased by $1.2 million or 0.5% as growth in Research, Experiential, and Social was largely offset by the decline in Creative. Research benefited by new client wins and expanded relationships with communications, technology, and transportation and lodging clients including increased demand related to AI adoption. Creative declined as Billable costs increased while Revenue remained relatively the same, although several significant new client engagements began ramping up during the quarter. The impact of acquisitions and divestitures primarily reflected the divestiture of an Experiential brand, partially offset by the prior year acquisition of Jetfuel.
Previous report
Cost of services increased by $4.3 million or 2.3%. Excluding a $2.4 million increase in Billable costs and a $1.2 million decrease related to acquired and divested entities, Cost of services increased $3.0 million, or 2.1%. The increase was driven by $4.9 million of higher Unbillable and other costs, net. Unbillable and other costs, net in Research increased $2.3 million, or 15.7%, compared to Organic net revenue growth of 14.1%. Additionally, Unbillable and other costs, net increased due to outsourced Creative costs and the expansion of Sport Beach within Experiential. This was reduced by a $1.5 million decrease in stock-based compensation expense.
Previous report
Office and general expenses increased $1.0 million, primarily due to a non-cash $4.9 million increase in deferred acquisition consideration reflecting a decrease in the fair value of contingent consideration associated with a certain brand in the prior-year period. This increase was partially offset by lower staff costs from AI-enabled business optimization and cost reduction initiatives, as well as savings from the consolidation of the Company’s real estate footprint.
Previous report
Operating income decreased $3.9 million, or 14.1%, and operating margin decreased to 10.1% from 11.7%. The decrease was driven by a $4.7 million increase in non-cash expenses for Stock-based compensation and Deferred acquisition consideration, and Net revenue decline of 1.1 million, or 0.5%. These were partially offset by the Staff, Administrative, and Unbillable and other costs, net decrease of $1.5 million, or 0.8%, resulting in a 0.3 percentage point improvement in those costs as a percentage of Net revenue.
Previous report
Adjusted EBITDA increased by $0.4 million or 1.0%, and Adjusted EBITDA margin as a percentage of Net revenue increased to 19.3% from 19.0%. The increase was driven by a $6.4 million, or 3.9%, decrease in Staff costs and Administrative costs, resulting in a 2.4 percentage point improvement in Staff costs and Administrative costs as a percentage of Net revenue. These benefits were partially offset by a decrease in Net revenue of $1.1 million, or 0.5%, and an increase of $4.9 million in Unbillable and other costs, net.
Previous report
Revenue for the three months ended June 30, 2026 was $117.7 million, compared to $97.6 million for the three months ended June 30, 2025, an increase of $20.1 million.
Previous report
Organic net revenue increased by $16.6 million, or 18.2%. The increase was led by a $13.8 million increase in Strategy and Design driven by increased demand for AI-related services, expanded marketing‑technology transformation work with technology‑sector clients, additional scope on existing engagements, and new client wins, including several large enterprise engagements. Development and Implementation increased by $2.2 million, reflecting revenue synergies from the integration of recently combined agencies, growth in recurring retainers, higher renewal rates, and continued demand for staff-augmentation services. Digital Activation increased by $2.3 million, driven by expanded enterprise software activation engagements, additional work with existing enterprise clients, and new program activity, partially offset by the completion of certain prior‑year engagements.
Previous report
Cost of services increased $8.3 million or 13.7%. Excluding a $3.8 million increase in Billable costs, Cost of services increased $4.6 million, or 8.5%, approximately half the 18.2% increase in Organic net revenue. The Organic net revenue growth outpacing higher staff costs reflects improvement in the operating leverage due to cost reduction initiatives and labor market conditions.
Previous report
Office and general expenses increased by $6.6 million, including non-cash adjustments of $4.4 million from higher Deferred acquisition consideration and $2.9 million from higher Stock-based compensation. Deferred acquisition consideration increased due to the 2026 performance of a certain acquired brand, which raised the fair value of the related liability. Stock-based compensation increased because a greater proportion of annual incentive compensation was allocated to stock-based awards than in the prior year.
Previous report
Operating income increased $5.1 million, or 49.2%, and operating margin increased to 14.4% from 11.4%. The increase was driven by Net revenue growth of $16.3 million, or 17.9%. This increase was partially offset by a $7.3 million increase in non-cash expenses explained above and a $4.5 million increase in Staff, Administrative, and Unbillable and other costs, net. These cumulative expenses only increased 14.8%, resulting in a 2.3 percentage point improvement in those costs as a percentage of Net revenue.
Previous report
Adjusted EBITDA increased by $11.8 million or 58.1% and Adjusted EBITDA margin as a percentage of Net revenue increased to 30.0% from 22.4%. The increase was driven by Net revenue growth of $16.3 million, or 17.9%, while Staff, Administrative, and Unbillable and other costs, net only increased $4.5 million, or 6.4%, improving these costs as a percentage of Net revenue by 7.6 percentage points.
Previous report
Revenue for the three months ended June 30, 2026 was $179.9 million, compared to $164.0 million for the three months ended June 30, 2025, an increase of $15.9 million.
Previous report
Organic net revenue increased by $1.6 million or 1.0%, primarily due to a $3.8 million, or 11.4% increase in Media Platforms. The increase reflected higher connected television advertising for the World Cup, expansion of in-flight connectivity products across additional airline partners and growth in travel media publications. These increases were partially offset by reduced marketing spend in the Middle East due to ongoing conflict. The impact of acquisitions and divestitures reflected the prior year acquisition of ADK.
Previous report
Cost of services increased by $17.0 million or 17.4%. Excluding the $12.2 million increase in Billable costs and a $1.9 million of expenses from acquired entities, Cost of services increased $2.9 million, or 3.4%, primarily attributable to the $1.7 million, or 13.0%, increase in Unbillable and other costs, net. The increase in Unbillable and other costs, net was primarily due to a 11.4% increase in Organic net revenue in Media Platforms.
Previous report
Office and general expenses decreased $1.9 million, primarily due to lower Deferred acquisition consideration and cost discipline across the services lines. Deferred acquisition consideration decreased $1.3 million, primarily due to a lower year-over-year fair-value non-cash adjustment from a certain acquired brand. The prior-year period reflected a larger increase in the fair value of the liability driven by that brand's 2025 performance. Ongoing cost reduction initiatives across the segment also contributed to the decrease.
Previous report
Operating income increased $0.4 million, or 44.4%, and operating margin improved to 0.8% from 0.6%. The increase was driven by Net revenue growth of $3.7 million, or 2.5%, and a net decrease of $1.2 million primarily due to a non-cash adjustment explained above. These were partially offset by the increase of Staff, Administrative, and Unbillable and other costs, net of $2.8 million, or 2.1%, resulting in a 0.3 percentage point improvement in those costs as a percentage of Net revenue.
Previous report
Adjusted EBITDA increased $0.9 million, or 5.8%, and Adjusted EBITDA margin as a percentage of Net revenue increased to 10.4% from 10.1%. The increase was driven by Net revenue growth of $3.7 million, or 2.5%, while Staff, Administrative, and Unbillable and other costs, net increased only $2.8 million, improving these costs as a percentage of Net revenue by 0.3 percentage points.
Previous report
Revenue for the three months ended June 30, 2026 was $188.4 million, compared to $146.2 million for the three months ended June 30, 2025, an increase of $42.2 million.
Previous report
Organic net revenue increased by $11.9 million, or 12.1%, primarily due to growth in corporate public affairs consulting and the transition into an on-cycle U.S. election year. Compared with the prior year off-cycle period, increased demand for corporate public affairs consulting, political fundraising, and early primary‑campaign activity generated higher volumes of digital, texting, advertising, and direct‑mail production work. New client wins and expanded engagements with existing clients also contributed to the increase. These benefits were partially offset by lower activity in the international strategic advisory practice due to geopolitical uncertainty in the Middle East, and lower demand for certain integrated communications and research offerings, partially mitigated by growth in influencer and event‑based work. The impact of acquisitions and divestitures reflected Wavelength.
Previous report
Cost of services increased $28.0 million or 27.2%, primarily due to a $27.8 million increase in Billable costs associated with higher activity. Excluding Billable costs and $1.1 million of expenses from acquired entities, Cost of services decreased $0.9 million or 1.6% compared to Organic net revenue growth of 12.1%, reflecting ongoing cost reduction initiatives, including the transition of certain functions to shared services and AI-enabled workflow efficiencies.
Previous report
Office and general expenses increased $8.5 million, due to costs to support Net revenue growth and a $4.1 million increase in deferred acquisition consideration. The increase reflected a prior year decrease in the fair value of the related liability for a certain Brand due to timing of its 2025 performance.
Previous report
Operating income increased $5.9 million, or 36.2%, and operating margin increased to 19.9% from 16.8%. The increase was driven by Net revenue growth of $14.5 million, or 14.8%. This increase was partially offset by a $2.3 million increase in the non-cash adjustment to Stock-based compensation, Deferred acquisition consideration, and Depreciation and amortization, and a $5.8 million increase in Staff, Administrative, and Unbillable and other costs, net. These cumulative expenses only increased 10.2%, resulting in a 3.3 percentage point improvement in those costs as a percentage of Net revenue.
Previous report
Adjusted EBITDA increased by $8.7 million, or 33.1% and Adjusted EBITDA margin as a percentage of Net revenue increased to 31.1% from 26.8%. The increase was driven by Net revenue growth of $14.5 million, or 14.8%, This increase was partially offset by a $5.8 million, or 8.1%, increase in Staff, Administrative, and Unbillable and other costs, net, resulting in a 4.3 percentage point improvement in Staff, Administrative, and Unbillable and other costs, net as a percentage of Net revenue.
Previous report
Revenue for the three months ended June 30, 2026 was $27.4 million, compared to $25.3 million for the three months ended June 30, 2025, an increase of $2.1 million.
Previous report
Organic net revenue increased by $1.0 million or 4.1%, driven by growth in Research. The increases reflected higher demand from new and existing consumer products and financial services clients, increased platform utilization and the introduction of additional subscription-based service offerings.
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Reworded paragraphs (29)
Previous wording
The following discussion and analysis are based on and should be read in conjunction with our Unaudited Consolidated Financial Statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Form 10-Q”). The following discussion and analysis contain forward-looking statements and should be read in conjunction with the disclosures and information contained and referenced under the captions “Forward-Looking Statements” and “Risk Factors” in the 2025 Form 10-K, our Quarterly Reports on Form 10-Q, and in other documents we file with the SEC from time to time. The following discussion and analysis also include a discussion of certain non-GAAP financial measures. A description of the non-GAAP financial measures discussed in this section and reconciliations to the comparable United States (“U.S.”) generally accepted accounting principles (“GAAP”) measures are below.
Current wording
The following discussion and analysis are based on and should be read in conjunction with our Unaudited Consolidated Financial Statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Form 10-Q”). The following discussion and analysis contain forward-looking statements and should be read in conjunction with the disclosures and information contained and referenced under the caption “Forward-Looking Statements” in this Form 10-Q and under the captions “Forward-Looking Statements” and “Risk Factors” in the 2025 Form 10-K, our Quarterly Reports on Form 10-Q, and in other documents we file with the SEC from time to time. The following discussion and analysis also include a discussion of certain non-GAAP financial measures. A description of the non-GAAP financial measures discussed in this section and reconciliations to the comparable United States (“U.S.”) generally accepted accounting principles (“GAAP”) measures are below.
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. 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.
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. 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. We calculate the 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, income tax expense or benefit, equity in income or loss of non-consolidated entities and net income or loss attributable to noncontrolling and redeemable noncontrolling interest holders 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 costs, working capital administrative fees and acquisition-related expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating income (loss), as Net income (loss) is not relevant for 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, income tax expense or benefit, equity in income or loss of non-consolidated entities and net income or loss attributable to noncontrolling and redeemable noncontrolling interest holders 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 include restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expenses, and other non-recurring income and expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating income (loss), as Net income (loss) is not relevant for a reportable segment financial metric.
Previous wording
•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 and Sunny and Anomaly, research agencies NRG and Harris Insights, experiential agency TEAM, and social agency Movers & Shakers.
Current wording
•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 and Sunny and Anomaly, research agencies NRG and Harris Insights, experiential agency TEAM and Sport Beach, and social agency Movers & Shakers.
Previous wording
•The Media & Commerce segment delivers integrated AI-based data solutions that drive audience engagement and business growth through media buying, owned media platforms, 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 CRM 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, owned media platforms Reach TV, and commerce and CRM agency Gale.
Current wording
•The Media & Commerce segment delivers integrated AI-based data solutions that drive audience engagement and business growth through media buying, owned media platforms, 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 CRM 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 Stagwell Media, owned media platforms Reach TV, and commerce and CRM agency Gale.
Previous wording
•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, Holy Grail and Smart Assets.
Current wording
•The Marketing Cloud segment delivers a comprehensive suite of technology solutions for in-house marketers. 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. Solutions in this segment are sold as SaaS or DaaS offerings, or licensed as software, as appropriate. 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, and The Machines.
Previous wording
The following discussion focuses on the operating performance of the Company for the three and six months ended June 30, 2026 and 2025 and the financial condition of the Company as of June 30, 2026.
Current wording
The following discussion focuses on the operating performance of the Company for the three and nine months ended September 30, 2026 and 2025 and the financial condition of the Company as of September 30, 2026.
Previous wording
Results of Operations and Reconciliation of Net Loss to Adjusted EBITDA:
Current wording
Results of Operations and Reconciliation of Net Income (Loss) to Adjusted EBITDA:
Previous wording
Interest expense, net for the six months ended June 30, 2026 was $45.6 million, compared to $46.8 million for the six months ended June 30, 2025, a decrease of $1.2 million. This decrease was primarily attributable to a lower average interest rate, partially offset by higher levels of debt outstanding under the Credit Agreement used to support the growth in working capital attributable to the growth of Net revenue of the business.
Current wording
Interest expense, net for the three months ended September 30, 2026 was $24.0 million, compared to $25.2 million for the three months ended September 30, 2025, a decrease of $1.2 million. This decrease was primarily attributable to improved working capital performance as well as a lower weighted average interest rate.
Previous wording
For the three months ended June 30, 2026, the Company had an income tax benefit of $0.3 million (on a pre-tax loss of $9.2 million resulting in an effective tax rate of 3.8%) compared to 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)%).
Current wording
For the three months ended September 30, 2026, the Company had an income tax expense of $10.9 million (on a pre-tax income of $28.8 million resulting in an effective tax rate of 37.7%) compared to 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%).
Previous wording
The effect of noncontrolling and redeemable noncontrolling interests for the three months ended June 30, 2026 was a loss of $0.6 million, compared to income of $0.6 million for the three months ended June 30, 2025. The change reflects the mix of income and loss generated by entities that are not wholly owned by the Company.
Current wording
The effect of noncontrolling and redeemable noncontrolling interests for the three months ended September 30, 2026 was income of $0.3 million, compared to loss of $0.9 million for the three months ended September 30, 2025. The change reflects the mix of income and loss generated by entities that are not wholly owned by the Company.
Previous wording
As a result of the foregoing, Net loss attributable to Stagwell Inc. common shareholders for the six months ended June 30, 2026 was $21.1 million, compared to a net loss of $8.2 million for the six months ended June 30, 2025.
Current wording
As a result of the foregoing, net income attributable to Stagwell Inc. common shareholders for the three months ended September 30, 2026 and 2025 was $18.1 million and $24.6 million, respectively.
Previous wording
The increase in net acquisitions (divestitures) was impacted by the prior year acquisitions of JetFuel Studio LLC and Powered by JetFuel LLC (collectively, “Jetfuel”), ADK Global (“ADK”), and current year acquisition of Wavelength Strategy LLC (“Wavelength”), which expanded the Company’s capabilities in experiential marketing and integrated marketing in the Asia-Pacific (“APAC”) region, and digital advocacy and communications, respectively, partially offset by the divestiture of a Brand in the Marketing Services segment.
Current wording
Acquisitions, net of dispositions contributed $10.5 million to Net revenue, primarily reflecting the acquisitions of Wavelength and QStrauss and the prior year acquisitions of JetFuel Studio LLC and Powered by JetFuel LLC (collectively, “Jetfuel”), Create Group Holding Limited (“Create”), and ADK Global (“ADK”), partially offset by the divestiture of a non-core Brand in the Marketing Services segment.
Previous wording
For the six months ended June 30, 2026, the Company had an income tax benefit of $3.2 million (on a pre-tax loss of $26.0 million resulting in an effective tax rate of 12.5%) compared to 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)%).
Current wording
For the nine months ended September 30, 2026, the Company had an income tax expense of $7.6 million (on a pre-tax income of $2.9 million resulting in an effective tax rate of 265.3%) compared to income tax expense for the nine months ended September 30, 2025 of $14.0 million (on a pre-tax income of $27.7 million resulting in an effective tax rate of 50.3%).
Previous wording
The effect of Noncontrolling and redeemable noncontrolling interests for the six months ended June 30, 2026 was a loss of $1.6 million, compared to a loss of $1.8 million for the six months ended June 30, 2025. The amounts were 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, which increased the loss allocated to Stagwell Inc.’s common shareholders.
Current wording
The effect of Noncontrolling and redeemable noncontrolling interests for the nine months ended September 30, 2026 was a loss of $1.3 million, compared to a loss of $2.6 million for the nine months ended September 30, 2025. The amounts were 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, which increased the loss allocated to Stagwell Inc.’s common shareholders.
Previous wording
As a result of the foregoing, net loss attributable to Stagwell Inc. common shareholders for the three months ended June 30, 2026 was $8.1 million, compared to a net loss of $5.3 million for the three months ended June 30, 2025.
Current wording
As a result of the foregoing, Net loss attributable to Stagwell Inc. common shareholders for the nine months ended September 30, 2026 was $3.0 million, compared to a net income of $16.4 million for the nine months ended September 30, 2025.
Previous wording
Organic net revenue increased by $0.8 million, or 0.2%, as growth in Research and Social was largely offset by the declines in Creative and Experiential. Research benefited by new client wins and expanded client relationships across the technology, financial services and professional services sectors, including increased demand related to AI adoption. Creative declined as billable costs increased while Revenue remained relatively flat although several significant new client engagements began ramping up during the year. Experiential declined where reduced beverage and spirits client spending was partially offset by demand for large-scale activations through the Sport Beach business. The impact of acquisitions and divestitures primarily reflected the divestiture of an experiential brand, partially offset by the prior year acquisition of Jetfuel.
Current wording
Organic net revenue decreased $15.4 million, or 2.2%, primarily reflecting declines in creative and experiential services, partially offset by growth in research and social media solutions. Creative services reflected timing of the transition from completed engagements to recently awarded work and the non-recurrence of one time projects in the prior year. Experiential services declined primarily due to lower beverage and spirits client spending, partially offset by demand for large scale activations through Sport Beach. Research increased due to new client wins and expanded client relationships across the technology, financial services, and professional services sectors.
Previous wording
Other items, net increased $5.0 million, primarily attributable to a lease termination during the first quarter of 2025 as part of the real estate consolidation initiatives resulting in a gain of $3.5 million, and an increase in severance of $0.8 million.
Current wording
Other items, net increased $6.0 million, primarily reflecting the absence of a $3.5 million gain recognized in the prior-year period associated with a lease termination as part of the Company’s real estate consolidation initiatives and $1.1 million of higher severance expense.
Previous wording
The components of operating results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, were as follows:
Current wording
The components of operating results for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, were as follows:
Previous wording
The Company had cash and cash equivalents of $109.5 million and $104.5 million as of June 30, 2026, and December 31, 2025, respectively.
Current wording
The Company had cash and cash equivalents of $132.2 million and $104.5 million as of September 30, 2026, and December 31, 2025, respectively.
Previous wording
Net cash provided by operating activities for the six months ended June 30, 2026 was $63.7 million, an increase of $9.0 million, or 16.4%, compared to the prior-year period. The increase was primarily driven by higher non-cash expenses, which contributed to the higher net loss but did not affect operating cash flows, partially offset by an $11.6 million increase in working capital usage.
Current wording
Net cash provided by operating activities for the nine months ended September 30, 2026 was $152.3 million, an increase of $121.6 million, or 395.8%, compared to the prior-year period. The increase was primarily driven by $81.3 million improvement in working capital and $58.4 million of favorable changes in non-cash adjustments. Although these non-cash items contributed to the higher net loss, they did not affect operating cash flows.
Previous wording
Changes in non-cash items consisted primarily of a $15.7 million increase in the adjustment to deferred acquisition liabilities, driven by the performance timing of certain acquisitions, a $4.9 million increase in depreciation and amortization, from investments in AI and automation technologies, including increased capital investment during the latter half of 2025, and a $1.3 million increase in stock-based compensation.
Current wording
Favorable changes in non-cash items primarily reflected a $36.7 million increase in the adjustment to deferred acquisition liabilities, driven by the timing and performance of certain acquisitions, a $17.6 million increase in stock-based compensation due to the increased number of awards granted in the current year as a greater proportion of annual incentive compensation was allocated to stock-based awards, and an $8.8 million increase in depreciation and amortization associated with continued investments in AI and automation technologies.
Previous 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, equity and receivable financing. The Credit Agreement provides revolving commitments of up to $750 million and permits restricted payments for share repurchases or redemptions from certain of its stockholders. On March 27, 2026, the Company entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement that modified certain provisions of the Credit Agreement to expand the Company’s ability to borrow under its revolving credit facility in non-U.S. dollar currencies. Under the prior terms, borrowings denominated in British pounds sterling and Euros were each subject to individual sub-limits of $50.0 million, with an aggregate foreign currency sub-limit of $100.0 million. The amendment eliminated those individual currency sub-limits, allowing borrowings in U.S. dollars, British pounds sterling, Euros, and Canadian dollars up to the full revolving commitment, subject to overall facility availability. The amendment also established a framework for adding other currencies by mutual agreement among the Company and the lenders, subject to a sub-limit of $100.0 million. In addition, the amendment increased the annual limit on permitted restricted payments for repurchases or redemptions of the Company’s stock to $175.0 million per fiscal year from $100.0 million and increased the annual limit on permitted repurchases of equity interests from employees of the Company to $50.0 million per fiscal year from $15.0 million. As of June 30, 2026, the Company had $360.0 million of borrowings outstanding and$15.8 million of issued and undrawn letters of credit, resulting in$374.2 million of 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, equity and receivable financing. The Company is party to a senior secured revolving credit facility with a five-year maturity with a syndicate of banks (as amended the “Credit Agreement”). The Credit Agreement provides for revolving commitments of up to $750 million and matures on April 23, 2030. On March 27, 2026, the Company entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement, which expanded its ability to borrow in non-U.S. dollar currencies and increased the annual limits on certain permitted restricted payments, including stock repurchases or redemptions and repurchases of equity interests from Company employees.
Previous wording
The trade receivables transferred to the third parties were $165.9 million, and $335.0 million for the three and six months ended June 30, 2026, respectively, and were $114.3 million and $243.5 million for the three and six months ended June 30, 2025, respectively. The amount collected and due to the third parties under these arrangements was $28.9 million, and $21.2 million as of June 30, 2026 and December 31, 2025, respectively, and was included as a component of Accruals and other liabilities on the Unaudited Consolidated Balance Sheets. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled $1.8 million, and $3.6 million for the three and six months ended June 30, 2026, respectively, and totaled $1.3 million, and $2.8 million for the three and six months ended June 30, 2025, respectively.
Current wording
The trade receivables transferred to the third parties were $158.1 million, and $493.0 million for the three and nine months ended September 30, 2026, respectively, and were $122.6 million and $366.1 million for the three and nine months ended September 30, 2025, respectively. The amount collected and due to the third parties under these arrangements was $32.1 million, and $21.2 million as of September 30, 2026 and December 31, 2025, respectively, and was included as a component of Accruals and other liabilities on the Unaudited Consolidated Balance Sheets. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled $1.7 million, and $5.2 million for the three and nine months ended September 30, 2026, respectively, and totaled $1.3 million, and $4.1 million for the three and nine months ended September 30, 2025, respectively.
Previous wording
The Company may purchase shares of outstanding Class A Common Stock under its Repurchase Program. 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, as amended, in privately negotiated transactions, or through other means, provided they are determined to be in the best interests of our Company and our stockholders and subject to compliance with the provisions of applicable law, including the Delaware General Corporate Law and securities laws. 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, dilution, including from our equity incentive plans and employee stock purchase plan, and other considerations we deem relevant, such as any disproportionate impact such repurchases may have on our shareholders. The Repurchase Program may be suspended, modified, or discontinued at any time without prior notice. Our Board of Directors will review the Repurchase Program periodically and may authorize adjustments of its terms.
Current wording
The Company may purchase shares of outstanding Class A Common Stock under its Repurchase Program. 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, as amended, in privately negotiated transactions, or through other means, provided they are determined to be in the best interests of our Company and our stockholders and subject to compliance with the provisions of applicable law, including the Delaware General Corporation Law and securities laws. 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, dilution, including from our equity incentive plans and employee stock purchase plan, and other considerations we deem relevant, such as any disproportionate impact such repurchases may have on our shareholders. The Repurchase Program may be suspended, modified, or discontinued at any time without prior notice. Our Board of Directors will review the Repurchase Program periodically and may authorize adjustments of its terms.
Previous wording
During the six months ended June 30, 2026, 11.8 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $6.18 per share, for an aggregate value, excluding fees, of $73.0 million. The repurchased shares included 6.2 million shares of Class A Common Stock repurchased from executive officers and other employees at a price of $6.17 per share, for an aggregate purchase price of $38.2 million. Additionally, during the six months ended June 30, 2026, 2.6 million shares in the amount of $14.9 million were withheld for taxes from the Class A Common Stock vested during the period.
Current wording
During the nine months ended September 30, 2026, 12.1 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $6.23 per share, for an aggregate value, excluding fees, of $75.3 million. The repurchased shares included 6.2 million shares of Class A Common Stock repurchased from executive officers and other employees at a price of $6.17 per share, for an aggregate purchase price of $38.2 million. Additionally, during the nine months ended September 30, 2026, 2.7 million shares in the amount of $15.4 million were withheld for taxes from the Class A Common Stock vested during the period.
Previous wording
The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $328.0 million as of June 30, 2026.
Current wording
The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $325.7 million as of September 30, 2026.
Previous wording
The Company’s obligations extending beyond twelve months primarily consist of deferred acquisition consideration payments, purchases of redeemable 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 7 of the Notes to the Unaudited Consolidated Financial Statements 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 Class C Common Stock (see Note 13 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.
Current wording
The Company’s obligations extending beyond twelve months primarily consist of deferred acquisition consideration payments, purchases of redeemable 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 7 of the Notes to the Unaudited Consolidated Financial Statements included herein) and Credit Agreement. The Company expects to make estimated cash payments in the future to satisfy obligations under our Tax Receivable Agreement (“TRA”), which remains in effect after the final exchange of Class C Common Stock (see Note 13 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
As of June 30, 2026, Debt, net of debt issuance costs, was $1,450.1 million, compared to $1,326.0 million outstanding as of December 31, 2025. See Note 7 of the Notes to the Unaudited Consolidated Financial Statements included herein for information regarding the Company’s 5.625% Notes and the Credit Agreement.
Current wording
As of September 30, 2026, Debt, net of debt issuance costs, was $1,414.6 million, compared to $1,326.0 million outstanding as of December 31, 2025. See Note 7 of the Notes to the Unaudited Consolidated Financial Statements included herein for information regarding the Company’s 5.625% Notes and the Credit Agreement.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Net Loss Attributable to Stagwell Inc. Common Shareholders
Previous report — wording carried elsewhere
Net Loss Attributable to Stagwell Inc. Common Shareholders