FOR IMMEDIATE ISSUE
STAGWELL INC. (NASDAQ: STGW) REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
Q2 YoY Revenue Growth of 11% to $786 million; Q2 YoY Net Revenue Growth of 6% to $632 million
Q2 YoY Digital Transformation Organic Net Revenue Growth of 18%; Two-Year Digital Transformation Organic Net Revenue Growth Stack of 29%
Q2 EPS of $(0.03); Q2 Adjusted EPS Growth YoY of 39% to $0.25
Q2 Net Loss Attributable to Stagwell Inc. Common Shareholders of $8 million; Q2 Adjusted EBITDA Growth YoY of 15% to $109 million
Record Net New Business of $171 million in Q2; LTM Net New Business of $540 million
Raise Full-Year 2026 Adjusted EPS Guidance to $1.03 to $1.17
New York, NY, July 30, 2026 (NASDAQ: STGW) – Stagwell Inc. (“Stagwell”) today announced financial results for the three and six months ended June 30, 2026.
SECOND QUARTER RESULTS:
•Q2 Revenue of $786 million, an increase of 11% versus the prior year period; YTD Revenue of $1,490 million, an increase of 10%;
•Q2 Revenue increased 10% organically versus the prior year period; YTD Revenue increased 8% organically;
•Q2 Net Revenue of $632 million, an increase of 6% versus the prior year period; YTD Net Revenue of $1,216 million, an increase of 5%;
•Q2 Net Revenue increased 5% organically versus the prior year period; YTD Net Revenue increased 3% organically;
•Q2 Digital Transformation Net Revenue of $107 million, an organic increase of 18% versus the prior year period;
•Two-Year Net Revenue Growth Stack for Digital Transformation of 34%, Two-Year Organic Net Revenue Growth Stack for Digital Transformation of 29%;
•Q2 Net Loss attributable to Stagwell Inc. Common Shareholders of $8 million versus $5 million in the prior year period; YTD Net Loss attributable to Stagwell Inc. Common Shareholders of $21 million versus $8 million in the prior year period;
•Q2 Adjusted EBITDA of $109 million, an increase of 15% versus the prior year period; YTD Adjusted EBITDA of $198 million an increase of 12%;
•Q2 Adjusted EBITDA Margin of 17% on net revenue; YTD Adjusted EBITDA Margin of 16%;
•Q2 Loss Per Share attributable to Stagwell Inc. Common Shareholders of $(0.03) versus $(0.02); YTD Loss Per Share attributable to Stagwell Inc. Common Shareholders of $(0.08) versus $(0.06) in the prior year period;
•Q2 Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.25 versus $0.18; YTD Adjusted Earnings Per Share attributable to Stagwell Inc. Common Shareholders of $0.42 versus $0.30 in the prior year period;
•YTD Net Cash provided by Operating Activities of $64 million versus $55 million in the prior year period;
•Net new business of $171 million in the second quarter, last twelve-month net new business of $540 million
See “Non-GAAP Financial Measures” below for explanations and reconciliations of the Company’s non-GAAP financial measures.
“Our second quarter results demonstrate Stagwell is thriving in today’s AI era. Stagwell's unique combination of software, services and engineers is being embraced by the industry leading to another record-breaking Net New Business quarter of $171 million, highlighted by recent wins with IBM, Adobe, Mondelez and Heineken,” said Mark Penn, Chairman and CEO of Stagwell. “Our organic net revenue growth continues to accelerate, led by 18% growth in our Digital Transformation segment, and 12% growth in Communications as the political cycle starts to ramp up. Strong growth, combined with proactive cost management and share repurchases, means we are raising our adjusted EPS outlook for the year today, and we expect to deliver double-digit growth in the second half, the lions' share of which will be organic."
Ryan Greene, Chief Financial Officer, added: “This was Stagwell's biggest ever second quarter. As we grew our top-line, we controlled costs to expand adjusted EBITDA 15% year-over-year to $109 million. These strong results, combined with continued share repurchases, resulted in 39% growth in adjusted EPS to $0.25. We are firmly on course to deliver on our full-year outlook, including our raised adjusted EPS guidance.”
Financial Outlook
2026 financial guidance is updated as follows:
•Adjusted EPS guidance is raised to $1.03 - $1.17 (from $0.98 - $1.12)
•Total Net Revenue growth of 8% to 12% is reiterated
•Adjusted EBITDA of $475 million to $525 million is reiterated
•Free Cash Flow Conversion of 50% to 60% is reiterated
•Guidance includes anticipated impact from acquisitions or dispositions.
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| * The Company has excluded a quantitative reconciliation with respect to the Company’s 2026 guidance under the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Measures" below for additional information. |
Video Webcast
Management will host a video webcast on Thursday, July 30, 2026, at 8:30 a.m. (ET) to discuss results for Stagwell Inc. for the three and six months ended June 30, 2026. The video webcast will be accessible at https://edge.media-server.com/mmc/p/zd4zz6jw/. An investor presentation has been posted on our website at www.stagwellglobal.com and may be referred to during the webcast.
A recording of the webcast will be accessible one hour after the webcast and available for ninety days at www.stagwellglobal.com.
Stagwell Inc.
Stagwell is the global challenger network transforming marketing through AI. We deliver scaled creative performance for the world's most ambitious brands, connecting culture-moving creativity with leading-edge technology to harmonize the art and science of marketing. Led by entrepreneurs, our specialists in 45+ countries are unified under a single purpose: to drive effectiveness and improve business results for our clients. Join us at www.stagwellglobal.com.
Contacts
For Investors:
Ben Allanson
IR@stagwellglobal.com
For Press:
Lena Petersen
PR@stagwellglobal.com
Non-GAAP Financial Measures
In addition to its reported results, Stagwell Inc. has included in this earnings release certain financial results that the Securities and Exchange Commission (“SEC”) defines as “non-GAAP Financial Measures.” Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures include the following:
(1) Organic Net Revenue: “Organic net revenue growth” and “Organic net revenue decline” reflects the year-over-year change in the Company's reported net revenue attributable to the Company's management of the entities it owns. We calculate organic net revenue growth (decline) by subtracting the net impact of acquisitions (divestitures) and the impact of foreign currency exchange fluctuations from the aggregate year-over-year increase or decrease in the Company's reported net revenue. 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 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 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. The impact of foreign currency exchange fluctuations reflects the year-over-year change in the Company’s reported net revenue attributable to changes in foreign currency exchange rates. We calculate the impact of foreign currency exchange fluctuations for the portion of the reporting period in which we recognized revenue from a foreign entity in both the current year and the prior year. The impact is calculated as the difference between (1) reported prior period net revenue (converted to U.S. dollars at historical foreign currency exchange rates) and (2) prior period net revenue converted to U.S. dollars at current period foreign exchange rates.
(2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period.
(3) 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.
(4) Adjusted Diluted EPS: is defined as Adjusted Net Income (loss) attributable to Stagwell Inc. common and Class C shareholders, divided by the diluted weighted average shares outstanding. Adjusted Net Income represents net income (loss) attributable to Stagwell Inc. common and Class C shareholders, excluding amortization, impairment and other losses, stock-based compensation, deferred acquisition consideration adjustments, discrete tax items, and other items (as defined above), allocated between the two share classes based on their respective income allocation percentages using a normalized effective tax rate. The diluted weighted average shares outstanding includes the diluted weighted average common shares outstanding plus Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) as if converted to shares of Class A Common Stock if not included because they were anti-dilutive.
(5) Free Cash Flow: defined as consolidated net cash flow from operations less cash outflow from capital expenditures and capitalized software, excluding material nonrecurring capital purchases. Free Cash Flow Conversion is the percentage of adjusted EBITDA.
Included in this earnings release are tables reconciling reported Stagwell Inc. results to arrive at certain of these non-GAAP financial measures.
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, future financial performance, growth, and future prospects, the Company’s strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated and actual operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as “ability,” “aim,” “anticipate,” “assume,” “believe,” “better,” “build,” “consider,” “continue,” “could,” “develop,” “depend,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “forecast,” “future,” “grow,” “guidance,” “improve,” “intend,” “likely,” “maintain,” “may,” “ongoing,” “outlook,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section.
Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company. Although the management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The material assumptions upon which such forward-looking statements are based include, among others, assumptions with respect to general business, economic and market conditions, the competitive environment, anticipated and unanticipated tax consequences and anticipated and unanticipated costs. These forward-looking statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:
•risks associated with international, national and regional unfavorable economic conditions, including the effect of changing tariffs and other trade policies, inflation and other macroeconomic factors that could affect the Company or its clients;
•demand for the Company’s services, which may precipitate or exacerbate other risks and uncertainties;
•inflation and actions taken by central banks to counter inflation;
•the Company’s ability to attract new clients and retain existing clients;
•the impact of a reduction in client spending and changes in client advertising, marketing and corporate communications requirements;
•financial failure of the Company’s clients;
•the Company’s ability to retain and attract key employees;
•the Company’s ability to compete in the markets in which it operates;
•the Company’s ability to achieve its cost saving initiatives;
•the Company’s implementation of strategic initiatives;
•the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests, deferred acquisition consideration and profit interests;
•the Company’s ability to manage its growth effectively;
•the Company’s ability to identify and complete acquisitions or other strategic transactions that complement and expand the Company’s business capabilities and successfully integrate newly acquired businesses into the Company’s operations, retain key employees, and realize cost savings, synergies and other related anticipated benefits within the expected time period;
•the Company’s ability to identify and complete divestitures and to achieve the anticipated benefits therefrom;
•the Company’s ability to develop products incorporating new technologies, including augmented reality, artificial intelligence, and virtual reality, and realize benefits from such products;
•the Company’s use of artificial intelligence, including generative artificial intelligence;
•adverse tax consequences for the Company, its operations and its stockholders, that may differ from the expectations of the Company, including that recent or future changes in tax laws, potential changes to corporate tax rates in the United States and disagreements with tax authorities on the Company’s determinations that may result in increased tax costs;
•adverse tax consequences in connection with the business combination that formed the Company in August 2021, including the incurrence of material Canadian federal income tax (including material “emigration tax”);
•the Company’s ability to maintain an effective system of internal control over financial reporting, including the risk that the Company’s internal controls will fail to detect misstatements in its financial statements;
•the Company’s ability to accurately forecast its future financial performance and provide accurate guidance;
•the Company’s ability to protect client data from security incidents or cyberattacks;
•economic disruptions resulting from war and other economic and geopolitical tensions (such as the ongoing military conflicts in Iran and the Middle East, and between Russia and Ukraine), terrorist activities, natural disasters, public health events, and tariff and trade policies;
•stock price volatility; and
•foreign currency fluctuations.
Investors should carefully consider these risk factors, the additional risk factors outlined under the caption “Risk Factors” in this Form 10-K, and in the Company’s other filings with the Securities and Exchange Commission (the“SEC”) which are accessible on the SEC’s website at www.sec.gov.
SCHEDULE 1
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Revenue | $ | 786,307 | | | $ | 706,818 | | | $ | 1,490,450 | | | $ | 1,358,558 | |
| Operating expenses | | | | | | | |
| Cost of services | 517,064 | | | 459,216 | | | 976,595 | | | 871,303 | |
| Office and general expenses | 213,742 | | | 183,061 | | | 404,381 | | | 362,423 | |
| Depreciation and amortization | 43,955 | | | 41,369 | | | 88,286 | | | 83,375 | |
| | | | | | | |
| 774,761 | | | 683,646 | | | 1,469,262 | | | 1,317,101 | |
| Operating Income | 11,546 | | | 23,172 | | | 21,188 | | | 41,457 | |
| Other income (expenses): | | | | | | | |
| Interest expense, net | (22,328) | | | (23,455) | | | (45,594) | | | (46,811) | |
| Foreign exchange, net | 605 | | | (1,338) | | | (2,416) | | | (118) | |
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Other, net | 937 | | | (360) | | | 868 | | | (111) | |
| (20,786) | | | (25,153) | | | (47,142) | | | (47,040) | |
Loss before income taxes and equity in earnings of non-consolidated affiliates | (9,240) | | | (1,981) | | | (25,954) | | | (5,583) | |
Income tax (benefit) expense | (348) | | | 2,673 | | | (3,236) | | | 4,395 | |
| Loss before equity in earnings of non-consolidated affiliates | (8,892) | | | (4,654) | | | (22,718) | | | (9,978) | |
| Equity in income of non-consolidated affiliates | 191 | | | 20 | | | 70 | | | 19 | |
| Net loss | (8,701) | | | (4,634) | | | (22,648) | | | (9,959) | |
| Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests | 585 | | | (627) | | | 1,559 | | | 1,781 | |
| Net loss attributable to Stagwell Inc. common shareholders | $ | (8,116) | | | $ | (5,261) | | | $ | (21,089) | | | $ | (8,178) | |
| Loss per common share: | | | | | | | |
| Basic | $ | (0.03) | | | $ | (0.02) | | | $ | (0.08) | | | $ | (0.04) | |
| Diluted | $ | (0.03) | | | $ | (0.02) | | | $ | (0.08) | | | $ | (0.06) | |
| Weighted average number of common shares outstanding: | | | | | | | |
| Basic | 245,908 | | | 260,774 | | | 248,328 | | | 186,843 | |
| Diluted | 245,908 | | | 260,774 | | | 248,328 | | | 265,600 | |
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SCHEDULE 2
STAGWELL INC.
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Revenue - Components of Change | | | | | | Change |
| Three Months Ended June 30, 2025 | | Foreign Currency | | Net Acquisitions (Divestitures) | | Organic (1) | | Total Change | | Three Months Ended June 30, 2026 | | Organic | | Total |
| | | | | |
| Marketing Services | $ | 235,304 | | | $ | 624 | | | $ | (2,868) | | | $ | 1,182 | | | $ | (1,062) | | | $ | 234,242 | | | 0.5 | % | | (0.5) | % |
| Digital Transformation | 91,100 | | | (251) | | — | | | 16,575 | | | 16,324 | | | 107,424 | | | 18.2 | % | | 17.9 | % |
| Media & Commerce | 150,964 | | | (73) | | 2,221 | | | 1,558 | | | 3,706 | | | 154,670 | | | 1.0 | % | | 2.5 | % |
| Communications | 97,632 | | | 229 | | | 2,373 | | | 11,855 | | | 14,457 | | | 112,089 | | | 12.1 | % | | 14.8 | % |
| The Marketing Cloud | 25,272 | | | 1,072 | | | — | | | 1,034 | | | 2,106 | | | 27,378 | | | 4.1 | % | | 8.3 | % |
| Corporate, eliminations and other | (2,143) | | | 3 | | | — | | | (2,080) | | | (2,077) | | | (4,220) | | | 97.1 | % | | 96.9 | % |
| $ | 598,129 | | | $ | 1,604 | | | $ | 1,726 | | | $ | 30,124 | | | $ | 33,454 | | | $ | 631,583 | | | 5.0 | % | | 5.6 | % |
(1) See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
SCHEDULE 3
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED COMPONENTS OF NET REVENUE CHANGE
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Revenue - Components of Change | | | | | | Change |
| Six Months Ended June 30, 2025 | | Foreign Currency | | Net Acquisitions (Divestitures) | | Organic (1) | | Total Change | | Six Months Ended June 30, 2026 | | Organic | | Total |
| | | | | |
| Marketing Services | $ | 451,534 | | | $ | 3,263 | | | $ | (3,744) | | | $ | 765 | | | $ | 284 | | | $ | 451,818 | | | 0.2 | % | | 0.1 | % |
| Digital Transformation | 179,604 | | | (385) | | 3,227 | | | 21,487 | | | 24,329 | | | 203,933 | | | 12.0 | % | | 13.5 | % |
| Media & Commerce | 297,152 | | | 2,286 | | 4,185 | | | 542 | | | 7,013 | | | 304,165 | | | 0.2 | % | | 2.4 | % |
| Communications | 188,613 | | | 969 | | | 2,613 | | | 16,668 | | | 20,250 | | | 208,863 | | | 8.8 | % | | 10.7 | % |
| The Marketing Cloud | 49,371 | | | 2,540 | | | — | | | 1,966 | | | 4,506 | | | 53,877 | | | 4.0 | % | | 9.1 | % |
| Corporate, eliminations and other | (3,958) | | | 1 | | | — | | | (2,492) | | | (2,491) | | | (6,449) | | | 63.0 | % | | 62.9 | % |
| $ | 1,162,316 | | | $ | 8,674 | | | $ | 6,281 | | | $ | 38,936 | | | $ | 53,891 | | | $ | 1,216,207 | | | 3.3 | % | | 4.6 | % |
(1) See Non-GAAP Financial Measures section above for the definition of Organic Net Revenue.
SCHEDULE 4
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Three Months Ended June 30, 2026
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Marketing Services | | Digital Transformation | | Media & Commerce | | Communications | | The Marketing Cloud | | Corporate, Elimination and Other | | Total |
| Revenue | $ | 277,256 | | | $ | 117,672 | | | $ | 179,943 | | | $ | 188,426 | | | $ | 27,380 | | | $ | (4,370) | | | $ | 786,307 | |
| Billable costs | 43,014 | | | 10,248 | | | 25,273 | | | 76,337 | | | 2 | | | (150) | | | 154,724 | |
Net revenue | 234,242 | | | 107,424 | | | 154,670 | | | 112,089 | | | 27,378 | | | (4,220) | | | 631,583 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Staff costs | 131,354 | | | 67,316 | | | 98,710 | | | 61,197 | | | 18,085 | | | 7,720 | | | 384,382 | |
| Administrative costs | 25,999 | | | 7,720 | | | 24,738 | | | 14,179 | | | 7,201 | | | 2,516 | | | 82,353 | |
| Unbillable and other costs, net | 31,673 | | | 169 | | | 15,130 | | | 1,819 | | | 7,370 | | | — | | | 56,161 | |
Adjusted EBITDA (1) | 45,216 | | | 32,219 | | | 16,092 | | | 34,894 | | | (5,278) | | | (14,456) | | | 108,687 | |
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| Stock-based compensation | 7,929 | | | 3,656 | | | 497 | | | 2,513 | | | 391 | | | 3,581 | | | 18,567 | |
| Depreciation and amortization | 12,426 | | | 5,907 | | | 7,994 | | | 6,189 | | | 6,222 | | | 5,217 | | | 43,955 | |
| Deferred acquisition consideration | (1,969) | | | 6,949 | | | 1,537 | | | 1,760 | | | 560 | | | — | | | 8,837 | |
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Other items, net (1) | 3,101 | | | 277 | | | 4,821 | | | 2,091 | | | 44 | | | 15,448 | | | 25,782 | |
| Operating income (loss) | $ | 23,729 | | | $ | 15,430 | | | $ | 1,243 | | | $ | 22,341 | | | $ | (12,495) | | | $ | (38,702) | | | $ | 11,546 | |
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
SCHEDULE 5
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Six Months Ended June 30, 2026
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Marketing Services | | Digital Transformation | | Media & Commerce | | Communications | | The Marketing Cloud | | Corporate, eliminations and other | | Total |
| Revenue | $ | 528,034 | | | $ | 219,138 | | | $ | 354,454 | | | $ | 341,528 | | | $ | 53,895 | | | $ | (6,599) | | | $ | 1,490,450 | |
| Billable costs | 76,216 | | | 15,205 | | | 50,289 | | | 132,665 | | | 18 | | | (150) | | | 274,243 | |
Net revenue | 451,818 | | | 203,933 | | | 304,165 | | | 208,863 | | | 53,877 | | | (6,449) | | | 1,216,207 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Staff costs | 263,543 | | | 131,883 | | | 195,935 | | | 118,147 | | | 34,888 | | | 20,172 | | | 764,568 | |
| Administrative costs | 48,731 | | | 14,108 | | | 47,911 | | | 26,926 | | | 12,391 | | | 6,648 | | | 156,715 | |
| Unbillable and other costs, net | 49,353 | | | 292 | | | 28,812 | | | 3,843 | | | 14,252 | | | — | | | 96,552 | |
Adjusted EBITDA (1) | 90,191 | | | 57,650 | | | 31,507 | | | 59,947 | | | (7,654) | | | (33,269) | | | 198,372 | |
| | | | | | | | | | | | | |
| Stock-based compensation | 12,932 | | | 4,693 | | | 1,641 | | | 4,910 | | | 506 | | | 8,133 | | | 32,815 | |
| Depreciation and amortization | 24,908 | | | 11,755 | | | 15,909 | | | 13,047 | | | 12,950 | | | 9,717 | | | 88,286 | |
| Deferred acquisition consideration | (1,969) | | | 10,102 | | | 8,638 | | | 1,760 | | | 560 | | | — | | | 19,091 | |
| | | | | | | | | | | | | |
Other items, net (1) | 5,924 | | | 1,620 | | | 7,980 | | | 3,504 | | | 700 | | | 17,264 | | | 36,992 | |
| Operating income (loss) | $ | 48,396 | | | $ | 29,480 | | | $ | (2,661) | | | $ | 36,726 | | | $ | (22,370) | | | $ | (68,383) | | | $ | 21,188 | |
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
SCHEDULE 6
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Three Months Ended June 30, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Marketing Services | | Digital Transformation | | Media & Commerce | | Communications | | The Marketing Cloud | | Corporate, eliminations and other | | Total |
| Revenue | $ | 275,888 | | | $ | 97,592 | | | $ | 164,025 | | | $ | 146,180 | | | $ | 25,276 | | | $ | (2,143) | | | $ | 706,818 | |
| Billable costs | 40,584 | | | 6,492 | | | 13,061 | | | 48,548 | | | 4 | | | — | | | 108,689 | |
Net revenue | 235,304 | | | 91,100 | | | 150,964 | | | 97,632 | | | 25,272 | | | (2,143) | | | 598,129 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Staff costs | 134,397 | | | 63,537 | | | 98,038 | | | 57,311 | | | 17,136 | | | 10,851 | | | 381,270 | |
| Administrative costs | 29,393 | | | 7,176 | | | 24,325 | | | 11,530 | | | 3,313 | | | (1,299) | | | 74,438 | |
| Unbillable and other costs, net | 26,745 | | | 3 | | | 13,395 | | | 2,584 | | | 5,403 | | | — | | | 48,130 | |
Adjusted EBITDA (1) | 44,769 | | | 20,384 | | | 15,206 | | | 26,207 | | | (580) | | | (11,695) | | | 94,291 | |
| | | | | | | | | | | | | |
| Stock-based compensation | 8,111 | | | 759 | | | 868 | | | 4,133 | | | 132 | | | 5,951 | | | 19,954 | |
| Depreciation and amortization | 12,422 | | | 5,873 | | | 7,538 | | | 6,390 | | | 5,923 | | | 3,223 | | | 41,369 | |
| Deferred acquisition consideration | (6,867) | | | 2,575 | | | 2,812 | | | (2,376) | | | 636 | | | — | | | (3,220) | |
| | | | | | | | | | | | | |
Other items, net (1) | 3,476 | | | 836 | | | 3,127 | | | 1,652 | | | 1,211 | | | 2,714 | | | 13,016 | |
| Operating income (loss) | $ | 27,627 | | | $ | 10,341 | | | $ | 861 | | | $ | 16,408 | | | $ | (8,482) | | | $ | (23,583) | | | $ | 23,172 | |
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items.
SCHEDULE 7
STAGWELL INC.
UNAUDITED SEGMENT OPERATING RESULTS
(amounts in thousands)
For the Six Months Ended June 30, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Marketing Services | | Digital Transformation | | Media & Commerce | | Communications | | The Marketing Cloud | | Corporate, Elimination and Other | | Total |
| Revenue | $ | 524,940 | | | $ | 188,479 | | | $ | 324,447 | | | $ | 275,268 | | | $ | 49,382 | | | $ | (3,958) | | | $ | 1,358,558 | |
| Billable costs | 73,406 | | | 8,875 | | | 27,295 | | | 86,655 | | | 11 | | | — | | | 196,242 | |
| Net Revenue | 451,534 | | | 179,604 | | | 297,152 | | | 188,613 | | | 49,371 | | | (3,958) | | | 1,162,316 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Staff costs | 262,726 | | | 122,764 | | | 192,986 | | | 115,623 | | | 34,033 | | | 21,400 | | | 749,532 | |
| Administrative costs | 56,503 | | | 12,617 | | | 46,738 | | | 24,526 | | | 8,514 | | | (1,062) | | | 147,836 | |
| Unbillable and other costs, net | 43,571 | | | 765 | | | 28,890 | | | 4,665 | | | 10,473 | | | — | | | 88,364 | |
Adjusted EBITDA (1) | 88,734 | | | 43,458 | | | 28,538 | | | 43,799 | | | (3,649) | | | (24,296) | | | 176,584 | |
| | | | | | | | | | | | | |
| Stock-based compensation | 10,592 | | | 2,146 | | | 2,191 | | | 5,166 | | | 343 | | | 11,059 | | | 31,497 | |
| Depreciation and amortization | 26,736 | | | 11,318 | | | 14,686 | | | 12,986 | | | 10,981 | | | 6,668 | | | 83,375 | |
| Deferred acquisition consideration | (4,284) | | | 5,855 | | | 1,530 | | | (1,163) | | | 1,499 | | | — | | | 3,437 | |
| | | | | | | | | | | | | |
Other items, net (1) | 933 | | | 1,062 | | | 7,058 | | | 2,061 | | | 1,325 | | | 4,379 | | | 16,818 | |
| Operating income (loss) | $ | 54,757 | | | $ | 23,077 | | | $ | 3,073 | | | $ | 24,749 | | | $ | (17,797) | | | $ | (46,402) | | | $ | 41,457 | |
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted EBITDA and Other items, net.
SCHEDULE 8
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Three Months Ended June 30, 2026
| | | | | | | | | | | | | | | | | | | | |
| | GAAP | | Adjustments | | Non-GAAP |
| Net income (loss) attributable to Stagwell Inc. common shareholders and adjusted net income | | $ | (8,116) | | | $ | 69,381 | | | $ | 61,265 | |
| | | | | | |
Diluted - Weighted average number of shares outstanding | | 245,908 | | | — | | | 245,908 | |
| | | | | | |
Diluted EPS and Adjusted Diluted EPS (1) | | $ | (0.03) | | | | | $ | 0.25 | |
| | | | | | |
| | | | | | |
| Adjustments to Net income |
| Amortization | | | | $ | 38,352 | | | |
| | | | | | |
| Stock-based compensation | | | | 18,567 | | | |
| Deferred acquisition consideration | | | | 8,837 | | | |
Other items, net (2) | | | | 25,782 | | | |
| | | | 91,538 | | | |
| | | | | | |
| | | | | | |
Adjustment to GAAP income tax expense (3) | | | | (22,157) | | | |
| | | | $ | 69,381 | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(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.
SCHEDULE 9
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Six Months Ended June 30, 2026
| | | | | | | | | | | | | | | | | | | | |
| | GAAP | | Adjustments | | Non-GAAP |
Net income (loss) attributable to Stagwell Inc. common shareholders | | $ | (21,089) | | | $ | 125,775 | | | $ | 104,686 | |
| | | | | | |
| | | | | | |
| | | | | | |
Diluted - Weighted average number of common shares outstanding | | 248,328 | | | — | | | 248,328 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Diluted EPS and Adjusted Diluted EPS (1) | | $ | (0.08) | | | | | $ | 0.42 | |
| | | | | | |
| | | | | | |
Adjustments to Net income (loss) |
| | | | | | |
| Amortization | | | | $ | 77,270 | | | |
| | | | | | |
| Stock-based compensation | | | | 32,815 | | | |
| Deferred acquisition consideration | | | | 19,091 | | | |
| | | | | | |
Other items, net (2) | | | | 36,992 | | | |
| | | | 166,168 | | | |
Adjustment to GAAP income tax expense (3) | | | | (40,393) | | | |
| | | | $ | 125,775 | | | |
| | | | | | |
| | | | | | |
| | | | | | |
|
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(3) Represents the difference between the income tax benefit of $3.2 million at an effective tax rate of 12.5% on a GAAP basis and the income tax expense of $37.2 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
SCHEDULE 10
STAGWELL INC.
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Three Months Ended June 30, 2025
| | | | | | | | | | | | | | | | | | | | |
| | GAAP | | Adjustments | | Non-GAAP |
| Net income (loss) attributable to Stagwell Inc. common shareholders | | $ | (5,261) | | | $ | 51,386 | | | $ | 46,125 | |
| | | | | | |
| | | | | | |
| | | | | | |
Diluted - Weighted average number of common shares outstanding | | 260,774 | | | — | | | 260,774 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Diluted EPS and Adjusted Diluted EPS (1) | | $ | (0.02) | | | | | $ | 0.18 | |
| | | | | | |
| Adjustments to Net income |
Amortization | | | | $ | 35,593 | | | |
| | | | | | |
| Stock-based compensation | | | | 19,954 | | | |
| Deferred acquisition consideration | | | | (3,220) | | | |
| | | | | | |
Other items, net (2) | | | | 13,016 | | | |
| | | | 65,343 | | | |
Adjustment to GAAP income tax expense (3) | | | | (13,957) | | | |
| | | | 51,386 | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
(1) Adjusted Diluted EPS is defined within the Non-GAAP Financial Measures section of the Executive Summary.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(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.
SCHEDULE 11
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP MEASURE)
(amounts in thousands, except per share amounts)
For the Six Months Ended June 30, 2025
| | | | | | | | | | | | | | | | | | | | |
| | GAAP | | Adjustments | | Non-GAAP |
Net income (loss) attributable to Stagwell Inc. common shareholders | | $ | (8,178) | | | $ | 95,596 | | | $ | 87,418 | |
Net income (loss) attributable to Class C shareholders | | (6,637) | | | — | | | (6,637) | |
Net income (loss) attributable to Stagwell Inc. and Class C shareholders and adjusted net income | | $ | (14,815) | | | $ | 95,596 | | | $ | 80,781 | |
| | | | | | |
Diluted - Weighted average number of common shares outstanding | | 186,843 | | | — | | | 186,843 | |
| Weighted average number of shares of Class C Common Stock outstanding | | 78,757 | | | — | | | 78,757 | |
Diluted - Weighted average number of shares outstanding | | 265,600 | | | — | | | 265,600 | |
| | | | | | |
| | | | | | |
Diluted EPS and Adjusted Diluted EPS (1) | | $ | (0.06) | | | | | $ | 0.30 | |
| | | | | | |
| | | | | | |
Adjustments to Net income (loss) |
| | | | | | |
Amortization | | | | $ | 68,574 | | | |
| | | | | | |
| Stock-based compensation | | | | 31,497 | | | |
| Deferred acquisition consideration | | | | 3,437 | | | |
| | | | | | |
Other items, net (2) | | | | 16,818 | | | |
| | | | 120,326 | | | |
Adjustment to GAAP income tax expense (3) | | | | (24,730) | | | |
| | | | | | |
| | | | | | |
| | | | $ | 95,596 | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
(1) See Non-GAAP Financial Measures section above for the definition of Adjusted Diluted EPS.
(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring expenses.
(3) Represents the difference between the income tax benefit of $4.4 million at an effective tax rate of (78.7)% on a GAAP basis and the income tax expense of $29.1 million at an effective tax rate of 26.5% on a non-GAAP basis. The difference reflects the tax impact of non-GAAP adjustments.
SCHEDULE 12
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(amounts in thousands) | | | | | | | | | | | |
| | June 30, 2026 | | December 31, 2025 |
| | | | |
| ASSETS | | | |
| Current Assets | | | |
| Cash and cash equivalents | $ | 109,473 | | | $ | 104,537 | |
| Accounts receivable, net | 713,100 | | | 735,752 | |
| Expenditures billable to clients | 159,320 | | | 164,694 | |
| Other current assets | 211,279 | | | 157,309 | |
| Total Current Assets | 1,193,172 | | | 1,162,292 | |
| Fixed assets, net | 71,552 | | | 73,081 | |
| Right-of-use assets - operating leases | 192,880 | | | 213,576 | |
| Goodwill | 1,594,881 | | | 1,595,238 | |
| Other intangible assets, net | 815,270 | | | 834,248 | |
| Deferred tax assets | 280,161 | | | 281,057 | |
| Other assets | 51,600 | | | 55,055 | |
| Total Assets | $ | 4,199,516 | | | $ | 4,214,547 | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS ("RNCI"), AND SHAREHOLDERS’ EQUITY | | | |
| Current Liabilities | | | |
| Accounts payable | $ | 515,035 | | | $ | 548,320 | |
| Accrued media | 203,073 | | | 239,490 | |
| Accruals and other liabilities | 299,293 | | | 291,554 | |
| Advance billings | 369,465 | | | 329,815 | |
| Current portion of lease liabilities - operating leases | 53,945 | | | 55,386 | |
| Current portion of deferred acquisition consideration | 37,784 | | | 15,446 | |
| Total Current Liabilities | 1,478,595 | | | 1,480,011 | |
| Long-term debt | 1,450,112 | | | 1,326,013 | |
| Long-term portion of deferred acquisition consideration | 19,083 | | | 24,598 | |
| Long-term lease liabilities - operating leases | 201,597 | | | 224,397 | |
| Deferred tax liabilities | 52,777 | | | 54,726 | |
| Long-term tax receivable agreement liability | 252,390 | | | 252,390 | |
| Other liabilities | 38,208 | | | 51,077 | |
| Total Liabilities | 3,492,762 | | | 3,413,212 | |
| Redeemable Noncontrolling Interests | 20,313 | | | 24,968 | |
| Commitments, contingencies and guarantees | | | |
| Shareholders' Equity | | | |
| Common shares - Class A | 244 | | | 252 | |
| | | |
| | | |
| Paid-in capital | 685,139 | | | 744,463 | |
| Retained earnings | 13,320 | | | 32,930 | |
| Accumulated other comprehensive loss | (29,319) | | | (19,252) | |
| Stagwell Inc. Shareholders' Equity | 669,384 | | | 758,393 | |
| Noncontrolling interests | 17,057 | | | 17,974 | |
| Total Shareholders' Equity | 686,441 | | | 776,367 | |
Total liabilities, RNCI, and shareholders’ equity | $ | 4,199,516 | | | $ | 4,214,547 | |
SCHEDULE 13
STAGWELL INC. AND SUBSIDIARIES
UNAUDITED SUMMARY CASH FLOW DATA
(amounts in thousands)
| | | | | | | | | | | | | |
| | Six Months Ended June 30, | | |
| 2026 | | 2025 | | |
| Cash flows from operating activities: | | | | | |
| Net loss | $ | (22,648) | | | $ | (9,959) | | | |
Adjustments to reconcile net loss to cash provided by operating activities: | | | | | |
| Stock-based compensation | 32,815 | | | 31,497 | | | |
| Depreciation and amortization | 88,286 | | | 83,375 | | | |
Amortization of right-of-use lease assets and lease liability interest | 32,232 | | | 34,075 | | | |
| Lease termination gain | — | | | (3,529) | | | |
| Deferred income taxes | (338) | | | (1,424) | | | |
| Adjustment to deferred acquisition consideration | 19,091 | | | 3,437 | | | |
| | | | | |
| | | | | |
| Other, net | 1,071 | | | (7,517) | | | |
| Changes in working capital: | | | | | |
| Accounts receivable | 9,595 | | | 7,941 | | | |
| Expenditures billable to clients | 5,082 | | | 27,021 | | | |
| Other current assets | (58,849) | | | (41,375) | | | |
| Accounts payable | (15,944) | | | 25,333 | | | |
| Accrued expenses and other liabilities | (28,787) | | | (89,393) | | | |
| Advance billings | 39,278 | | | 35,765 | | | |
| Current portion of lease liabilities - operating leases | (35,717) | | | (40,509) | | | |
| Deferred acquisition related payments | (1,450) | | | — | | | |
Net cash provided by operating activities | 63,717 | | | 54,738 | | | |
| Cash flows from investing activities: | | | | | |
| Capitalized software | (62,446) | | | (29,241) | | | |
| Capital expenditures | (21,623) | | | (18,088) | | | |
| Acquisitions, net of cash acquired | (4,453) | | | 14,172 | | | |
| | | | | |
| Other | (1,150) | | | (1,779) | | | |
Net cash used in investing activities | (89,672) | | | (34,936) | | | |
| Cash flows from financing activities: | | | | | |
| Repayment of borrowings under revolving credit facility | (972,100) | | | (925,000) | | | |
| Proceeds from borrowings under revolving credit facility | 1,096,100 | | | 1,038,000 | | | |
| Shares repurchased and cancelled | (87,956) | | | (67,504) | | | |
| Distributions to noncontrolling interests and RNCI | (3,071) | | | (4,761) | | | |
| Payment of deferred consideration | (337) | | | (16,103) | | | |
| | | | | |
| | | | | |
| Tax Receivables Agreement payment | (2,554) | | | — | | | |
| Debt financing and other costs | — | | | (3,570) | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Net cash provided by financing activities | 30,082 | | | 21,062 | | | |
| Effect of exchange rate changes on cash and cash equivalents | 809 | | | 9,106 | | | |
| Net increase in cash and cash equivalents | 4,936 | | | 49,970 | | | |
| Cash and cash equivalents at beginning of period | 104,537 | | | 131,339 | | | |
| Cash and cash equivalents at end of period | $ | 109,473 | | | $ | 181,309 | | | |
