Stagwell Inc

During the quarterly period covered by this Form 10-Q, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).

Unregistered Sales of Equity Securities.

On October 23, 2026, the Company entered into an agreement (the “Acquisition Agreement”) to purchase all of the outstanding stock of Publisher First, Inc., doing business as Freestar (“Freestar”), which assists online publishers in monetizing the media on their sites, from the owners of Freestar (the “Sellers”). Pursuant to the Acquisition Agreement, at closing of the transaction on October 23, 2026, the Company issued 3,442,043 shares of Class A Common Stock in payment of $30.0 million of the $50.0 million payable at closing. In addition, pursuant to the Agreement, the Company has contingent obligations to make up to $60 million in payments based on Freestar’s achievement of specified financial performance targets for the one-year period beginning January 1, 2027, the one-year period beginning January 1, 2028, the two-year period beginning January 1, 2027, and the two-year period beginning January 1, 2029. The Company may elect to pay up to a maximum of $40 million of the contingent payments, if any, in Class A Common Stock.

The issuance of Class A Common Stock to the Sellers pursuant to the Agreement is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Company will receive no cash proceeds and no commissions will be paid to any person in connection with the issuance.