UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02 | Unregistered Sales of Equity Securities. |
On May 1, 2025, Stagwell Inc. (the “Company”) entered into an agreement (the “Agreement”) to purchase all of the equity interests in an experiential marketing company (the “Acquiree Company”) from the owners of the Acquiree Company (the “Sellers”). Pursuant to the Agreement, at closing of the transaction on May 1, 2025, the Company issued 2,017,857 shares of Class A common stock of the Company (“Stagwell Stock”) in payment of $11.3 million of the amount payable at closing. 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 beginning May 2, 2025 and a contingent obligation to make a second payment based on the Acquiree Company’s achievement of specified financial performance criteria for the two-year period beginning May 2, 2027. The Company may elect to pay up to a maximum of $11.25 million of the first contingent payment, if any, and up to a maximum of $18.45 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.
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: May 6, 2025
| STAGWELL INC. | ||
| By: | /s/ Peter McElligott | |
| Peter McElligott | ||
| General Counsel | ||