There are 1.0 billion shares of Class A Common Stock authorized, of which 114.8 million shares were issued and outstanding as of December 31, 2024. Each share of Class A Common Stock carries one vote and represents an economic interest in the Company.

There are 250.0 million authorized shares of Class C common stock, of which 151.6 million shares were issued and outstanding as of December 31, 2024. Each share of Class C Common Stock carries one vote and does not represent an economic interest in the Company. Each share of Class C Common Stock is paired with a corresponding common unit of Stagwell Global LLC (“OpCo”), the Company’s only operating subsidiary (each such paired share of Class C Common Stock and common unit of OpCo, a “Paired Unit”). Each holder of Paired Units may, at its option, exchange such Paired Units for shares of Class A Common Stock on a one-to-one basis (i.e., one Paired Unit for one share of Class A Common Stock).

The Company may purchase shares of outstanding Class A Common Stock under its Repurchase Program. On November 6, 2024, the board of directors (the “Board”) authorized an extension and a $125.0 million increase in the size of our Repurchase Program. Under the Repurchase Program, as amended, we may repurchase up to an aggregate of $375.0 million of shares of our outstanding Class A Common Stock, with any previous purchases under the Repurchase Program continuing to count against that limit. The Repurchase Program will expire on November 6, 2027.

Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices, including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified, or discontinued at any time without prior notice. Our Board will review the Repurchase Program periodically and may authorize adjustments of its terms.

During the year ended December 31, 2024, 14.8 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an average price of $6.31 per share, for an aggregate value, excluding fees, of $93.5 million. The repurchased shares included 4 million shares of Class A Common Stock repurchased from certain affiliates of The Goldman Sachs Group, Inc. at a price of $6.34 per share, for an aggregate purchase price of $25.4 million.

A total of 3.0 million shares of Class A Common Stock are reserved for sale under the Company’s 2023 Employee Stock Purchase Plan (the “ESPP”) to eligible employees as defined in the plan. Under the ESPP, eligible employees can elect to withhold up to 15% of their earnings, subject to certain maximums, to purchase shares of Class A Common Stock on certain plan-defined dates. The purchase price for each offering period is 92.5% of the fair market value of shares of Class A Common Stock at the end of the offering period. The plan is considered compensatory resulting in the fair value of the discount being expensed over the service period.

The total number of shares authorized that remain available to be issued was 2.7 million as of December 31, 2024. During the years ended December 31, 2024, and 2023, there were no material expenses incurred by the Company related to the ESPP, and contributions to the ESPP were nominal.

The Company’s outstanding stock-based awards consist of restricted stock units, restricted stock and stock appreciation rights (“SAR awards”). The total number of shares authorized that remained available to be issued for future awards was 2.3 million as of December 31, 2024.

For the years ended December 31, 2024, 2023, and 2022, the Company recognized total stock-based compensation expense related to all stock compensation awards of $44.9 million, $51.2 million, and $36.7 million, respectively. The related income tax benefit for the years ended December 31, 2024, 2023, and 2022 was $4.7 million, $6.3 million, and $4.1 million, respectively.

The following tables summarize stock-based activity of awards authorized under our employee stock incentive plans and awards (such as inducement awards) and other share-based commitments that have met the requirements to be issued separate from shareholder-approved stock incentive plans.


	Time-Based Awards			Performance-Based Awards
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value




Balance at December 31, 2023	7,172	$	7.23	3,711	$	7.56
Granted	4,943	6.22		1,791	5.56
Vested	(5,133)	7.32		(887)	8.62
Forfeited	(337)	6.92		(78)	8.79
Balance at December 31, 2024	6,645	$	6.43	4,537	$	6.55

The weighted average grant date fair value of time-based awards granted in 2023 and 2022 was $7.19 and $7.38 per share, respectively. The weighted average grant date fair value of performance-based awards granted in 2023 and 2022 was $7.24 and $8.68 per share, respectively.

The vesting of the performance-based awards is contingent primarily upon the Company meeting certain cumulative revenue and earnings targets, primarily three years, and continued employment through the vesting date. The term of the time-based awards is generally three years with vesting generally one to three years. The vesting period of the time-based and performance-based awards is generally commensurate with the requisite service period.

The total fair value of restricted stock and restricted stock unit awards, which vested during the years ended December 31, 2024, 2023, and 2022, was $33.3 million, $38.4 million, and $77.3 million respectively. At December 31, 2024, the weighted average remaining contractual life for time-based and performance-based awards was 0.48 years and 1.28 years, respectively.


	SAR Awards
	Shares	Weighted Average Grant Date Fair Value		Weighted Average Exercise Price




Balance at December 31, 2023	3,122	$	2.59	$	5.74
Granted	—	—		—
Forfeited	—	—		—
Exercised	(500)	3.41		2.19
Balance at December 31, 2024	2,622	$	2.44	$	6.42

The grant date fair value of the SAR awards granted in 2023 ranged from $2.10 to $2.35 per share. The assumptions used to value the SARS granted in 2023 were as follows: expected life ranging from 3 to 4 years, risk free interest rate of approximately 4.6%, expected volatility ranging from 34.6% to 36.7%, and dividend yield of 0%. These SAR awards vest in 1 to 3 years. The vesting period of these awards is generally commensurate with the requisite service period. The term of these awards is 5 years. There were no SAR awards granted or forfeited in 2022 and 2024.

Certain of the Company’s SAR awards are settled in cash. These awards are liability classified and remeasured at each reporting period. As of December 31, 2024, the assumptions for the Black-Scholes model for these awards were as follows: expected life ranging from 1 to 2.2 years, risk free interest rate of approximately 4%, expected volatility ranging from 27.9% to

The total intrinsic value of SAR awards exercised during the years ended December 31, 2024, 2023 and 2022 was $2.2 million, $8.1 million, and $0.1 million respectively. As of December 31, 2024, the aggregate intrinsic value of the SAR awards outstanding was $3.0 million and the weighted average remaining contractual life for these awards was 1.8 years. As of December 31, 2024, the aggregate intrinsic value of the SAR awards exercisable was $3.0 million and the weighted average remaining contractual life for these awards was 1.7 years. The weighted average exercise price of SAR awards exercisable as of December 31, 2024, was $6.40.

Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The profits interests awards generally provide the employee with the right, but not the obligation, to sell its profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution. The profits interests awards are settled in cash and the corresponding liability was $18.5 million and $20.3 million at December 31, 2024, and 2023, respectively and is included as a component of Accruals and other liabilities and Other liabilities on the Consolidated Balance Sheets. The change in fair value of these awards resulted in an increase in stock-based compensation for the years ended December 31, 2024, and 2023 of $7.1 million and $3.9 million, respectively. This was included as a component of stock-based compensation in Cost of Services within the Statements of Operations.