Form 8-K

8-K — Stagwell Inc

Accession: 0001104659-26-089814

Filed: 2026-08-03

Period: 2026-07-28

CIK: 0000876883

SIC: 7311 (SERVICES-ADVERTISING AGENCIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2622028d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2622028d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2622028d1_ex10-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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0000876883

2026-07-28

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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): July 28, 2026

Stagwell Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-13718

86-1390679

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS 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))

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 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Amendment to Employment Agreement and Stock Appreciation Rights

Agreement with CEO

On July 28, 2026, Stagwell Inc. (the “Company”) and

Mark Penn, Chief Executive Officer of the Company, entered into the First Amendment (the “Amendment”) to the Second Amended

and Restated Employment Agreement by and between the Company and Mr. Penn. The Amendment extends the term of Mr. Penn’s

employment with the Company until July 31, 2029. Pursuant to the terms of the Amendment, Mr. Penn’s annual base salary

increased from $1,260,000 to $1,400,000 effective August 1, 2026, Mr. Penn will receive a bonus of $581,667 payable by August 15,

2026, Mr. Penn’s annual bonus target was set at 240% of his base salary, and Mr. Penn’s annual long-term equity

incentive plan award target was set at 450% of his base salary.

In connection with the entry into the Amendment, on August 1,

2026, the Company granted Mr. Penn 2,000,000 stock appreciation rights (“SARs”) in respect of the Company’s Class A

common stock (“Class A Common Stock”) under the Company’s Third Amended and Restated 2016 Stock Incentive Plan

(the “Plan”) and entered into a Stock Appreciation Rights Agreement (the “SARs Agreement”) with Mr. Penn.

The SARs have a base price of $8.45 per share and vest in three installments with 1,000,000 SARs vesting on the first anniversary of the

date of grant and 500,000 SARs vesting on each of the second and third anniversaries of the date of grant. The SARs are settleable only

in cash.

The description of the Amendment in this Item 5.02 is qualified in

it its entirety by reference to the terms of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The description of the SARs Agreement in this Item 5.02 is qualified in it its entirety by reference to the terms of the SARs Agreement,

which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

First Amendment,

dated as of July 28, 2026, to the Second Amended and Restated Employment Agreement by and between the Company and Mark

Penn.

10.2

SARs Agreement, dated as of August 1, 2026, by and between the Company and Mark Penn.

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: August 3, 2026

Stagwell Inc.

By:

/s/ Peter McElligott

Name: Peter McElligott

Title: General Counsel

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2622028d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment to the

Second Amended and Restated Employment Agreement (this “Amendment”) is hereby entered into by and between STAGWELL

INC., a Delaware corporation (the “Company”) and MARK PENN (the “Executive”). This Amendment

amends the Second the Second Amended and Restated Employment Agreement by and Between the Company and Executive dated as of March 11,

2022 (the “Agreement”). The Commencement Date of this Amendment shall be the date hereof July 28, 2026 (“Commencement

Date”). Unless otherwise defined herein, capitalized terms used herein shall the meanings given in the Agreement.

In consideration of the mutual

covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, Company and Executive agree as follows:

Amendments

1. The first sentence of Section 2 shall be removed and replaced in its entirety by the following new

sentence:

Subject to the provisions contained

in Sections 6 and 7, The Executive’s employment shall be for a term commencing on the Commencement Date and shall

continue until July 31, 2029, unless and until either (i) the Executive gives sixty (60) days’ prior written notice of

resignation without “Good Reason” (as defined herein) to the Company, (ii) the Executive terminates employment with the

Company with “Good Reason” in accordance with Section 6(b) of this Agreement, (iii) the Company terminates

the Executive’s employment with or without “Cause” (as defined herein), (iv) the Agreement is terminated due to

the Executive’s death or “Disability” (as defined herein) or (v) the Executive terminates employment due to “Retirement”

in accordance with Section 6(e) of this Agreement.

2. The first sentence of Section 4(a) shall be removed and replaced in its entirety with the following

sentence:

As compensation for his services hereunder

during the Term, the Company shall pay the Executive, in accordance with its normal payroll practices, an annualized base salary of $1,400,000

effective as of the August 1, 2026 and which may be further increased from time to time by the Human Resources and Compensation Committee

of the Board of Directors (the “Compensation Committee”) (such annualized base salary, as it may be so increased, “Base

Salary”).

3. The first sentence of Section 4(c) shall be removed and replaced in its entirety with the following

sentence:

During the Term, the Executive shall

be eligible to receive an annual discretionary bonus in a target amount equal to 240% of the Executive’s then current Base Salary,

which target may be increased from time to time by the Compensation Committee.

4. The first sentence of Section 4(d) shall be removed and replaced and its entirety with the following

sentence:

The Executive shall be eligible to

participate in the Company’s LTIP Plans with an annual target award amount equal to 450% of the Executive’s then current Base

Salary, which target may be increased from time to time by the Compensation Committee, with each such award made on terms and conditions

no more or less favorable than those awards made to other senior executives of the Company.

5. A new Section 4(e) shall be added as follows:

2026 Grant of SARs. Effective

as of August 1, 2026 (the “Grant Date”) the Executive shall be granted an award of 2,000,000 stock appreciation rights

(“SARs”) in respect of the Company’s Class A common stock (“Class A Shares”) with

an exercise price equal to the Fair Market Value of a Class A Share on the Grant Date, all in accordance with and subject to the

terms and conditions of the Company’s Third Amended and Restated 2016 Stock Incentive Plan (as amended from time to time, the “Plan”)

and a stock appreciation right agreement thereunder to be executed and delivered by the Executive and Stagwell, subject to the terms of

the following sentence. The SARs will become vested and exercisable in three installments (the first consisting of 1,000,000 stock appreciation

rights and each of the second and third consisting of 500,000 stock appreciation rights) on each of the first three (3) anniversaries

of the Grant Date (each such date, a “Vesting Date”), subject to the Executive’s continued employment with the

Company through the applicable Vesting Date. Upon exercise of a vested SAR, the Executive will receive a cash payment equal to the SAR

Amount (as defined below). The “SAR Amount” is determined by multiplying (i) the excess, if any, of the Fair Market

Value of a Class A Share on the date of exercise of such SAR over the exercise price, by (ii) the number of SARs that have been

exercised. The SARs issued pursuant to this Section 4(e) shall be subject to accelerated vesting upon (i) the Executive’s

death or disability, (ii) termination of the Executive’s employment without “Cause” or with “Good Reason,”

or (iii) a Change in Control (as defined below) following the date hereof. To the extent not yet exercised, any SARs issued pursuant

to this Section 4(e) shall expire on the fifth anniversary of the Grant Date.

6. A New Section 4(f) shall be added as follows:

Bonus. The Executive shall receive

a bonus in the amount of $581,667 (less applicable taxes and withholdings), paid on or before August 15, 2026.

7. A new section 23 shall be added as follows:

280G Cutback. Notwithstanding

any other provision of this Amendment, the Agreement, or any other plan, arrangement or agreement to the contrary, if (1) Executive

is a “Disqualified Individual” (as defined in Section 280G of the Code and any applicable regulations thereunder (“Section 280G”))

and (2) any of the payments or benefits provided or to be provided by the Company or its affiliates to Executive or for Executive’s

benefit pursuant to the terms of this Amendment, the Agreement or otherwise, individually or together with any other payments which Executive

has the right to receive from the Company, would constitute a “parachute payment” within the meaning of Section 280G

(the “Parachute Payment(s)”) and would, but for this Section 23, be subject to the excise tax imposed under Section 4999

of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect

to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise

Tax”), then the total amounts received by Executive from the Company which constitute Parachute Payments shall be reduced in a manner

reasonably determined by the Company that is consistent with the requirements of Section 409A to an amount equal, in the aggregate,

to one dollar ($1.00) less than three (3) times the Employee’s base amount within the meaning of Section 280G, so that

no portion of the Parachute Payments received by Executive shall be subject to the Excise Tax, if and only if such reduction produces

a better net after-tax position for Executive (taking into account any applicable Excise Tax and any applicable income tax) than if the

total payments owed to Executive were paid in full and subject to the Excise Tax (the “Best Net Cutback”). Any reduction of

payments pursuant to the foregoing sentence shall be applied in the following order: (i) first, any cash severance payments; (ii) second,

any other cash payments; and (iii) third, any acceleration of vesting of equity awards.

No other Modifications.

Except as expressly provided

in this Amendment, each of the terms and provisions of the Agreement shall remain in full force and effect. The Amendment set forth herein

is limited precisely as written and shall not be deemed to be an amendment or waiver to any other term of condition of the Agreement or

any other documents referenced herein. From and after the Commencement Date, all references in the Agreement to this “Agreement”

shall be deemed to be refences to the Agreement, as amended.

IN WITNESS WHEREOF, the

parties hereto have executed this Amendment, as of the day and year first above written.

STAGWELL INC.

By:

/s/ Peter McElligott

Peter McElligott, General Counsel

EXECUTIVE

By:

/s/ Mark Penn

Mark Penn

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2622028d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

STAGWELL INC.

STOCK APPRECIATION RIGHTS AGREEMENT

STOCK APPRECIATION RIGHTS

AGREEMENT (the “Agreement”) by and between Stagwell Inc. (the “Company”) and Mark Penn (the

“Participant”), dated as of August 1, 2026 (the “Date of Grant”).

1. Definitions. Capitalized terms which are not defined herein shall have the meaning set forth in

the Company’s Third Amended and Restated 2016 Stock Incentive Plan (as amended, the “Plan”).

2. Award Terms.

(a) Number of Shares and Base Price. The Company hereby grants to the Participant an award (the “Award”),

subject to the terms and conditions set forth herein, of stock appreciation rights in respect of 2,000,000 underlying shares of the Company’s

Class A common stock (“Class A Shares”) (the “SARs”). The “Base Price” means

$8.45.

(b) Term of Award. Unless the Award is earlier terminated pursuant to this Agreement, the term of the

Award shall commence on the Date of Grant and terminate on the five (5) year anniversary of the Date of Grant (the “Termination

Date”). No SARs shall be exercisable after the Termination Date.

in three installments with the first installment consisting of stock appreciation rights in respect of 1,000,000 underlying Class A Shares

vesting on the first anniversary of the Date of Grant, the second installment consisting of stock appreciation rights in respect of 500,000

underlying Class A Shares vesting on the second anniversary of the Date of Grant, and the third installment consisting of stock appreciation

rights in respect of 500,000 underlying Class A Shares vesting on the third anniversary of the Date of Grant (each such date, a “Vesting

Date”), subject to the Participant’s continued employment with the Company through the applicable Vesting Date.

3. Benefit upon Exercise. Notwithstanding anything in Section 7(c) of the Plan to the contrary, the

exercise of vested SARs with respect to any number of Class A Shares shall entitle the Participant to a cash payment, for each such share,

equal to the excess of (A) the Fair Market Value of a Class A Share on the effective date of such exercise over (B) the Base Price of

the SARs exercised (the aggregate of such excess amounts for all such Class A Shares, the “SAR Amount”).

4. Acceleration of Vesting. Any unvested SARs shall immediately become fully vested and exercisable

upon the first to occur of the following events:

(a) the Participant’s employment with the Company is terminated either by the Company without “Cause”

or by the Participant for “Good Reason” (such terms as defined in the Participant’s employment agreement); or

(b) the Participant’s employment with the Company is terminated by reason of the Participant’s

death or Disability (such term as defined in the Participant’s employment agreement).

5. Termination of Employment.

(a) Unvested SARs. Except as provided in Section 4, upon termination of the Participant’s employment

with the Company for any reason, any portion of the SARs then held by the Participant which is not vested and exercisable as of the effective

date of such termination of employment shall be immediately cancelled and forfeited without regard to any statutory or common law notice

or severance to which the Participant may be entitled.

(b) Vested SARs. Upon termination of the Participant’s employment with the Company for any reason,

any SARs then held by the Participant which are vested and exercisable as of the effective date of such termination of employment shall

remain exercisable for a period of three months following the effective date of termination of such employment; provided, however, that

any SARs that vest pursuant to Section 4 shall remain exercisable through the Termination Date; provided, further, that no SARs may be

exercised beyond the Termination Date.

6. Method, Timing of Exercise. The Participant may exercise any

vested and exercisable SARs at any time where such exercise is not prohibited by applicable securities laws, until the expiration of the

SARs or, if earlier, the date provided in Section 5. All or any portion of the SARs may be exercised by delivering notice to the Company’s

principal office, to the attention of its General Counsel. Such notice shall specify the number of Class A Shares with respect to which

the SARs are being exercised, shall be effective as of the date of receipt of the Company, and shall be signed by the Participant or other

person then having the right to exercise the SARs. No portion of the SARs may be exercised for less than 100 shares unless the total remaining

number of shares subject to the Award is less than 100. Payment with respect to the exercise of SARs shall be made by the Company within

30 days following the exercise of the SARs.

7. Transferability and Assignability. The rights or interests of

the Participant under this Agreement shall not be assignable or transferable, otherwise than by will or the laws governing the devolution

of property in the event of death and such rights or interests shall not be encumbered. Notwithstanding the foregoing, the Participant

may transfer or assign his rights under this Agreement for estate planning purposes and without consideration to a trust or trusts for

the exclusive benefit of the Participant and his family members.

8. No Right as a Stockholder. The Participant shall have no rights

as a stockholder with respect to Class A Shares to which the Award relates.

9. Tax Withholding. The Company may withhold from any amount payable

to the Participant such amount as may be necessary so as to ensure that the Company will be able to comply with applicable provisions

of any federal, provincial, state or local law relating to withholding of tax or other required deductions, including on the amount, if

any, which must be included in the income of the Participant. The Company shall, in this connection, have the right in its discretion

to satisfy any such withholding tax liability by withholding any portion of any cash amount payable to the Participant hereunder. The

Company shall also have the right to withhold and any cash payment payable to the Participant hereunder unless and until the Participant

pays to the Company a sum sufficient to indemnify the Company for any liability to withhold tax in respect of the amounts included in

the income of the Participant as a result of the settlement of the SARs, to the extent that such tax is not otherwise being withheld from

payments to the Participant by the Company.

10. No Right to Employment, Service or Office. No person shall have

any claim or right to receive grants or Awards under this Agreement. Neither the grant of the Award, nor any action taken or omitted to

be taken under this Agreement shall be deemed to create or confer on any employee, officer, director or service provider any right to

be retained in the employ or service of the Company or any subsidiary or other affiliate thereof, or to interfere with or to limit in

any way the right of the Company or any subsidiary or other affiliate thereof to terminate the employment, office or service of such employee,

officer, director or service provider at any time.

11. Notices. All notices and other communications under this Agreement

shall be in writing (including PDF) and shall be given by hand delivery to the other party, by email or by registered or certified mail,

return receipt requested, postage prepaid, addressed as follows:

If to the Participant:

Mr. Mark Penn

Address as on file with the Company

If to the Company:

Stagwell Inc.

One World Trade Center, Floor 65

New York, NY 10007

Attn: General Counsel

notice@stagwellglobal.com

Either party may furnish to the other

in writing a substitute address and email for delivery of notice in accordance with this section. Notices and communications shall be

effective when actually received by the addressee.

12. Adjustment of and Changes in Shares. In the event that the Committee

shall determine that any amalgamation, arrangement, merger, consolidation, recapitalization, reclassification, stock dividend, distribution

of property, special cash dividend, or other change in corporate structure has affected the Class A Shares such that an adjustment is

appropriate in order to prevent dilution or enlargement of the Participant’s rights under this Agreement, the Committee shall make

such adjustments, if any, as it deems appropriate in the number and class of shares subject to, and the Base Price of, the Award. The

foregoing adjustments shall be determined by the Committee in its reasonable discretion.

13. Administration. The Committee shall have the authority to adopt

such rules as it may deem appropriate to carry out the purposes of this Agreement, and shall have the authority to interpret and construe

the provisions of this Agreement and to make determinations pursuant to any provision of this Agreement. Each interpretation, determination

or other action made or taken by the Committee pursuant to this Agreement shall be final and binding on all persons. No member of the

Committee shall be liable for any action or determination made in good faith, and the members of the Committee shall be entitled to indemnification

and reimbursement in the manner provided in the Company’s articles and by-laws, as the same may be amended from time to time. The

Committee may designate persons other than its members to carry out its responsibilities under such conditions or limitations as it may

set, as permitted by this Agreement.

14. Amendment and Termination. The Committee may at any time and

from time to time alter, amend, suspend or terminate this Agreement in whole or in part, subject to receipt of all necessary approvals.

Notwithstanding the foregoing, termination or amendment of this Agreement in a manner that may adversely affect the rights of the Participant

under this Agreement shall require (i) a majority vote of the Committee and (ii) consent of the Participant.

15. Governing Law. This Agreement shall be governed by and construed

according to the laws of the State of New York and the federal laws of the United States applicable herein.

16. Counterparts. This Agreement may be executed in several counterparts,

each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.

*****

IN WITNESS WHEREOF, the parties

hereto have executed this Agreement as of the date and year set forth first above.

STAGWELL INC.

By:

/s/ Peter McElligott

Name:

Peter McElligott

Title:

General Counsel

STAGWELL INC.

By:

/s/ Ryan J. Greene

Name:

Ryan J. Greene

Title:

Chief Financial Officer

/s/ Mark Penn

Mark Penn

[Signature Page to SARs

Agreement]

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Data Type:

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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