13D Filings
Stagwell Inc
STGW
Amendment
Ownership

11.60%

Total Shares

31,118,697

Issuer CIK

876883

CUSIP

85256A109

Event Date

Jul 16, 2025

Accepted

Jul 21, 2025, 05:19 PM

Reporting Persons (4)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Penn Mark Jeffery
Individual
11.60%31,118,69731,118,6970
Stagwell Agency Holdings LLC
Other
0.00%000
Stagwell Group LLC
Other
0.00%000
Stagwell Media LP
Partnership
0.00%000
Disclosure Items (6)

Security Title

Class A Common Stock

Issuer Name

Stagwell Inc

Issuer Address

ONE WORLD TRADE CENTER, FLOOR 65, NEW YORK, NY, 10007

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following: (a) This Amendment No. 17 is being filed by the Reporting Persons.

The disclosure set forth under Item 4 of this Amendment No. 17 is incorporated herein by reference.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On July 17, 2025, Stagwell Group distributed all of its remaining 22,296,375 shares of Class A Common Stock to Mark J. Penn in accordance with its organizational documents.

Percentage of Class

Subparts (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated as follows: Calculations of the percentage of shares of Class A Common Stock beneficially owned assume a total of 267,682,735 issued and outstanding shares of Class A Common Stock as of the date hereof. The aggregate number and percentage of shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares of Class A Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 17 and are incorporated herein by reference.

Number of Shares

As of the date hereof, Mark J. Penn directly holds 31,118,697 shares of Class A Common Stock, of which 640,988 are unvested shares of restricted stock that are not scheduled to vest until March 1, 2026, subject to achievement of financial performance targets and continued employment. In addition, as of the date hereof, Mr. Penn directly holds (i) 191,733 restricted stock units that are not scheduled to vest until March 7, 2026, subject to continued employment (ii) 1,500,000 SARs granted on December 14, 2021 with a base price of $8.27 per share, all of which are vested and exercisable as of the date hereof and (iii) 225,000 SARs granted on March 1, 2023 with a base price of $6.79 per share, of which 150,000 are vested and exercisable as of the date hereof and 75,000 vest on March 1, 2026. Stagwell Group is the general partner and manager of Stagwell Media and is the manager of Stagwell Agency Holdings LLC, which is a subsidiary of Stagwell Media. Mark J. Penn is the controlling person of Stagwell Group. Mark J. Penn is the controlling person of Stagwell Media. To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Class A Common Stock except as described herein.

Transactions

Subpart (c) of Item 5 of the Schedule 13D is hereby amended and restated as follows: No transactions in shares of Class A Common Stock were effected by any Reporting Person during the sixty days before the date hereof, except (i) as set forth in this Amendment No. 17 and (ii) on May 21, 2025, Mark J. Penn purchased 10,000 shares of Class A Common Stock in an open market purchase. Neither the filing of this Amendment No. 17 nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this statement for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of its or his pecuniary interest therein, if any, and such beneficial ownership is expressly disclaimed. The filing of this statement should not be construed to be an admission that any Reporting Person is a member of a "group" for the purposes of Sections 13(d) or 13(g) of the Exchange Act.

The disclosure set forth under Item 4 of this Amendment No. 17 is incorporated herein by reference.