Private Placement Form 8 K

On July 19, 2024, Stagwell Inc. (the "Company") entered into an agreement (the "Agreement") to purchase all of the equity interests in a digital marketing company (the "Acquiree Company") from the owners of the Acquiree Company (the "Sellers"). Pursuant to the Agreement, at closing of the transaction on July 19, 2024, the Company issued 135,010 shares of Class A common stock of the Company ("Stagwell Stock"). In addition, pursuant to the Agreement, the Company has a contingent obligation to make a payment based on the Acquiree Company's achievement of specified financial performance criteria for the two-year period ending on June 30, 2026 and a second payment based on the Acquiree Company's achievement of specified financial performance criteria for the three-year period ending on June 30, 2029. The Company may elect to pay up to a maximum of $1.425 million of the first contingent payment, if any, and up to a maximum of $1.9 million of the second contingent payment, if any, in Stagwell Stock.

The issuance of Stagwell Stock to the Sellers pursuant to the Agreement is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Company will receive no cash proceeds and no commissions will be paid to any person in connection with the issuance.