UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

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

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~Earliest~~Act ~~Event~~of ~~Reported)~~1934 ~~— November 6, 2025~~

~~Stagwell~~Date ~~Inc.~~ of Report (Date of earliest event reported): January 30, 2026

~~(Exact~~STAGWELL ~~Name of Registrant as Specified in its Charter)~~INC.

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

(Exact name of Registrant as Specified in Its Charter)

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

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

(Address of principal executive offices and zip code)

(646) 429-1800

(Registrant’s Telephone Number)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check 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:

☐¨ 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))

☐ 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))

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 23.02 ~~Results~~Unregistered Sales of ~~Operations~~Equity ~~and Financial Condition~~Securities.

On ~~November 6~~January 30, ~~2025~~2026, Stagwell Inc. (the “Company”) entered into an agreement (the “Agreement”) to purchase substantially all of the assets of a digital advertising company (the “Acquiree Company”) from the owners of the Acquiree Company (the “Sellers”). Pursuant to the Agreement, at closing of the transaction on January 30, 2026, the Company issued 863,624 shares of Class A common stock of the Company (“Stagwell Stock”) in payment of $5.625 million of the amount payable at closing. In addition, pursuant to the Agreement, the Company has a ~~press~~contingent ~~release~~obligation ~~announcing~~to ~~its~~make a payment based on the Acquiree Company’s achievement of specified financial ~~results~~performance criteria for the ~~three~~two-year period beginning January 31, 2026 and ~~nine~~a contingent ~~months~~obligation ~~ended~~to ~~September~~make 30a second payment based on the Acquiree Company’s achievement of specified financial performance criteria for the two-year period beginning January 31, ~~2025~~2028. AThe ~~copy~~Company ofmay ~~this~~elect ~~earnings~~to ~~release~~pay isup ~~attached~~to asa ~~Exhibit~~maximum 99of $5.1375 ~~hereto~~million of the first contingent payment, if any, and up to a maximum of $7.0 million of the second contingent payment, if any, in Stagwell Stock.

The ~~foregoing~~issuance ~~information (including Exhibit 99.1) is being furnished under “Item 2.02 – Results~~ of ~~Operations~~Stagwell ~~and~~Stock ~~Financial~~to ~~Condition.”~~the ~~Such~~Sellers ~~information~~pursuant to ~~(including~~the ~~Exhibit~~Agreement ~~99.1)~~is ~~shall~~exempt ~~not~~from beregistration ~~deemed~~under ~~“filed” for purposes of~~ Section ~~18 of the Securities Exchange Act of 1934, as amended~~ 4(~~the “Exchange Act”~~a),(2) ~~nor~~of ~~shall it be deemed incorporated by reference in any filing under~~ the Securities Act of 1933, as amended. ~~(the~~The ~~“Securities~~Company ~~Act”),~~will orreceive no ~~the~~cash ~~Exchange~~proceeds ~~Act,~~and ~~except~~no ascommissions ~~shall~~will be ~~expressly~~paid ~~set~~to ~~forth~~any byperson ~~specific~~in ~~reference~~connection inwith ~~such~~the ~~filing~~issuance.

~~Item 7.01 Regulation FD Disclosure.~~SIGNATURES

OnPursuant ~~November~~to ~~6, 2025,~~ the ~~Company~~requirements ~~will~~of ~~host a conference call in which its financial results for~~ the ~~three~~Securities ~~and~~Exchange ~~nine~~Act ~~months~~of ~~ended September 30~~1934, ~~2025~~the ~~will~~Company behas ~~discussed.~~duly ~~The~~caused ~~presentation~~this report to be ~~used~~signed inon ~~connection~~its ~~with~~behalf by the ~~call~~undersigned ishereunto ~~attached~~duly ~~as Exhibit 99~~authorized.~~2 hereto.~~

~~The~~Date: ~~foregoing~~February information (including Exhibit 99.2) is being furnished under “Item 7.01 – Regulation FD Disclosure.” Such information (including Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act5, ~~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.~~2026

~~Item~~STAGWELL 9INC.01 ~~Financial~~By: ~~Statements~~/s/ ~~and~~Peter ~~Exhibits.~~McElligott Peter McElligott General Counsel

(d) Exhibits.

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

99.2 Investor presentation dated November 6, 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 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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