UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event ~~reported~~ Reported): ~~September 9~~— November 6, 2025

Stagwell Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~ Charter)

Delaware	~~001-13718~~	~~86-1390679~~	001-13718	86-1390679
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)

One World Trade Center, Floor 65, New York, NY 10007

New York, NY 10007

(Address of principal executive offices and zip code)

(646) 429-1800

(Registrant'’s Telephone Number)

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Former~~☐ ~~Name~~Written orcommunications ~~Former~~pursuant ~~Address,~~to ifRule ~~Changed~~425 ~~Since Last~~under ~~Report~~the Securities Act (17 CFR 230.425)

~~Check~~☐ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below if the Form 8−K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~14a-12 ~~the~~under ~~filing obligation of~~ the ~~registrant under~~Exchange ~~any~~Act of(17 ~~the~~CFR ~~following provisions:~~240.14a-12)

¨☐ ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12) ¨~~ Pre−-commencement communications pursuant to Rule 14d−-2(b) under the Exchange Act (17 CFR 240.14d−-2(b)) ~~¨ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))~~


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	STGW	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ¨ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

AsOn ~~disclosed~~November 6, in2025, ~~the Current Report on Form 8-K filed by~~ Stagwell Inc. (the “Company”) onissued July 8, 2025 (the “Prior 8-K”), the Company notified Vincenzo DiMaggio, Chief Accounting Officer of the Company, on July 7, 2025 that it was eliminating the stand-alone role of Chief Accounting Officer and that Mr. DiMaggio would depart the Company on a ~~date~~press torelease beannouncing ~~determined.~~its Infinancial ~~connection~~results ~~with~~for ~~such departure, on September 9, 2025,~~ the ~~Company~~three and ~~Mr.~~nine ~~DiMaggio~~months ~~entered into~~ended ~~a Severance Agreement and General Release (the “Severance Agreement”) pursuant to which the Company and Mr. DiMaggio agreed that Mr. DiMaggio will depart the Company on~~ September 1930, 2025 ~~(the “Departure Date”)~~. ~~Subject~~A tocopy ~~the terms and conditions~~ of ~~the~~this ~~Severance~~earnings ~~Agreement,~~release Mr. DiMaggio will receive severance payments equal to nine months of his annual base salary. The Company will also reimburse Mr. DiMaggio for the cost of monthly COBRA premiums for continued participation in the Company’s health benefits through the earlier of (i) March 31, 2026 and (ii) the date on which Mr. DiMaggio is ~~eligible~~attached to receive health benefits under the plan of a subsequent employer. The foregoing description of the Severance Agreement is a summary only and is qualified in its entirety by reference to the terms of the Severance Agreement, which is filed as Exhibit 1099.1 hereto ~~and is incorporated by reference herein~~.

InThe ~~addition~~foregoing toinformation ~~the~~(including ~~benefits~~Exhibit ~~under the Severance Agreement, Mr~~99. ~~DiMaggio’s unvested equity awards related to the Company’s Class A common stock will be treated as follows: (i~~1) ~~9,689~~is ~~restricted~~being ~~shares~~furnished ~~scheduled to~~under ~~vest~~“Item on2.02 ~~November~~– ~~22,~~Results ~~2025~~of ~~will~~Operations ~~vest~~and inFinancial ~~full~~Condition.” onSuch ~~the~~information ~~Departure Date,~~ (~~ii)~~including ~~13,922~~Exhibit ~~restricted stock units scheduled to vest on March 7, 2026 will vest in full on the Departure Date, (iii~~99.1) ~~the~~shall ~~target~~not ~~22,892~~be ~~restricted~~deemed ~~shares~~“filed” ~~scheduled~~for topurposes ~~vest on March 1, 2026, subject to the Company’s achievement~~ of ~~the~~Section ~~applicable~~18 ~~financial performance target, will continue to vest according to the schedule and other terms~~ of the ~~grant,~~Securities ~~(iv)~~Exchange ~~50%~~Act of ~~the target 28~~1934,~~930~~ ~~restricted~~as ~~stock~~amended ~~units scheduled to vest on March 8, 2027, subject to~~ (the ~~Company’s achievement~~“Exchange ~~of the applicable financial performance target~~Act”), ~~will~~nor ~~continue~~shall toit ~~vest~~be ~~according~~deemed toincorporated ~~the~~by ~~schedule~~reference ~~and~~in ~~other~~any ~~terms~~filing ofunder the ~~grant, and~~Securities ~~the~~Act ~~remaining 50%~~ of ~~such restricted stock units will be cancelled~~1933, ~~and~~as ~~(v)~~amended ~~50% of~~ (the ~~target~~“Securities 26Act”),~~711~~ ~~restricted~~or ~~stock units scheduled to vest on March 7, 2028, subject to~~ the ~~Company’s~~Exchange ~~achievement of the applicable financial performance target~~Act, ~~will~~except ~~continue~~as ~~to vest~~shall ~~according~~be toexpressly ~~the~~set ~~schedule~~forth ~~and~~by ~~other~~specific ~~terms~~reference ofin ~~the grant, and the remaining 50% of~~ such ~~restricted stock units will be cancelled~~filing.

~~The~~Item ~~departure of Mr~~7.01 ~~DiMaggio~~Regulation isFD ~~not a result of any disagreement with the Company or its Board of Directors relating to the Company’s operations, policies or practices or any issues regarding its accounting policies or practices~~Disclosure.

On ~~September~~November 96, 2025, ~~in connection with~~ the ~~departure of Mr. DiMaggio, the~~ Company ~~determined that Frank Lanuto, Executive Vice President, Finance, of the Company,~~ will ~~assume~~host ~~the~~a ~~role~~conference ofcall ~~principal accounting officer effective as of the Departure Date. Additional information regarding the background and compensation arrangements of Mr. Lanuto is included~~ in ~~Part~~which ~~III,~~its ~~Item~~financial 10results ~~of the Company’s Annual Report on Form 10-K~~ for the ~~year~~three ~~ended December 31, 2024, filed with the Securities~~ and ~~Exchange~~nine ~~Commission~~months ~~(the~~ended ~~“SEC”)~~September ~~on March 11~~30, 2025, inwill ~~the~~be ~~Company’s definitive proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on April 25, 2025, and in the Prior 8-K, and such information is incorporated herein by reference~~discussed. ~~There~~The ~~are~~presentation ~~no arrangements or understandings between Mr. Lanuto and other persons pursuant~~ to ~~which~~be heused ~~was appointed to his role. Mr. Lanuto has no family relationship with any director or executive officer of the Company and has not engaged~~ in ~~any~~connection ~~transaction~~ with the ~~Company~~call ~~that~~is ~~would~~attached ~~be reportable~~ as aExhibit ~~related~~99.2 ~~party transaction under Item 404(a) of Regulation S-K~~hereto.

The foregoing information (including Exhibit 99.2) is being furnished under “Item 97.01 – Regulation FD Disclosure.” ~~Financial~~Such ~~Statements~~information ~~and~~(including ~~Exhibits~~Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Severance Agreement and General Release, dated September 9, 2025, between the Company and Vincenzo DiMaggio
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

99.1 Press release dated November 6, 2025, relating to the Company’s results for the three and nine months ended September 30, 2025.

~~SIGNATURES~~99.2 Investor presentation dated November 6, 2025.

~~Pursuant~~104 toCover ~~the~~Page ~~requirements~~Interactive ofData ~~the~~File ~~Securities~~(embedded ~~Exchange~~within ~~Act of 1934,~~ the ~~Company~~Inline ~~has~~XBRL ~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~document)

~~Date: September 12, 2025~~Signatures

~~Stagwell~~Pursuant ~~Inc.~~to ~~By:~~the ~~/s/~~requirements ~~Peter~~of ~~McElligott~~the ~~Name:~~Securities ~~Peter~~Exchange ~~McElligott~~Act ~~Title:~~of ~~General~~1934, ~~Counsel~~the Company has duly caused this report to be signed by the undersigned hereunto duly authorized.


Date: November 6, 2025	Stagwell Inc.

	By:	/s/ Ryan J. Greene
		Ryan J. Greene
		Chief Financial Officer

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