Stagwell Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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| Item 7.01 | Regulation FD Disclosure. |
On April 2, 2025, Stagwell Inc. (the “Company”) issued a press release regarding its 2025 Investor Day to be held virtually on April 2, 2025, which was previously announced on March 4, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Item 7.01 and Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
On April 2, 2025, the Company announced that it had received a Notice of Exercise of Exchange Right (the “Exchange Notice”) from Stagwell Media LP (“Stagwell Media”) pursuant to which Stagwell Media exercised in full its right to exchange all of its 151,648,741 Paired Units (as defined below) for an equal number of newly issued shares of Class A common stock, par value $0.001 per share, of the Company (“Class A Common Stock”). The Company expects to complete such exchange (the “Class C Exchange”) on April 2, 2025. Immediately following the Class C Exchange, the Company will have approximately 265,743,768 shares of Class A Common Stock and no shares of its Class C common stock, par value $0.00001 per share (“Class C Common Stock”), issued and outstanding. The Class C Exchange will not result in any change in the total number of outstanding shares of the Company’s common stock or the relative voting power of the Company’s common stockholders.
Pursuant to the terms of the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Second Amended and Restated Limited Liability Company Agreement, dated as of March 23, 2022 (the “LLC Agreement”), of Stagwell Global LLC, the Company’s operating subsidiary (“OpCo”), each share of Class C Common Stock is paired with a corresponding common unit of OpCo (each such paired share of Class C Common Stock and common unit of OpCo, a “Paired Unit”). Pursuant to the Certificate of Incorporation and the LLC Agreement, each holder of Paired Units may, at its option, exchange such Paired Units for shares of Class A Common Stock on a one-for-one basis (i.e., one Paired Unit for one share of Class A Common Stock).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Stagwell Inc., dated April 2, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 2, 2025
| STAGWELL INC. | ||
| By: | /s/ Frank Lanuto | |
| Frank Lanuto | ||
| Chief Financial Officer | ||