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Noncontrolling and Redeemable Noncontrolling Interests

9 Months Ended

Sep. 30, 2025

Noncontrolling Interest [Abstract]

Noncontrolling and Redeemable Noncontrolling Interests

9. Noncontrolling and Redeemable Noncontrolling Interests

When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase incremental ownership is within the Company’s control, the amounts are recorded as Noncontrolling interests within Shareholders’ Equity in the Unaudited Consolidated Balance Sheets. Where the incremental purchase may be required of the Company, the amounts are recorded as Redeemable noncontrolling interests in mezzanine equity in the Unaudited Consolidated Balance Sheets at their estimated acquisition date redemption value and adjusted at each

reporting period for changes to their estimated redemption value through Retained earnings (but not less than their initial redemption value), except for foreign currency translation adjustments.

The following table presents Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests between Class C shareholders and other equity interest holders for the three and nine months ended September 30, 2025 and 2024:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
			(dollars in thousands)
Net income (loss) attributable to Class C shareholders			$	—					$	9,432					$	(6,637)					$	5,850
Net income (loss) attributable to other equity interest holders			(248)						1,208						378						2,804
Net income (loss) attributable to noncontrolling interests			$	(248)					$	10,640					$	(6,259)					$	8,654
Net income (loss) attributable to redeemable noncontrolling interests			(608)						(47)						3,622						1,519
Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests			$	(856)					$	10,593					$	(2,637)					$	10,173

The following table presents noncontrolling interests between Class C shareholders and other equity interest holders as of September 30, 2025 and December 31, 2024:

			September 30, 2025						December 31, 2024
			(dollars in thousands)
Noncontrolling interest of Class C shareholders (1)			$	—					$	423,428
Noncontrolling interest of other equity interest holders (2)			21,434						21,746
Total noncontrolling interests			$	21,434					$	445,174

(1) On April 4, 2025, Stagwell Media LP (“Stagwell Media”) exercised in full its right to exchange all of its 151,648,741 shares of Class C common stock, par value $0.00001 per share (“Class C Common Stock”) for an equal number of newly issued shares of Class A Common Stock (the “Class C Exchange”). Following the Class C Exchange, the Company no longer has any Noncontrolling interest of Class C shareholders as of September 30, 2025.

(2) In January 2024, the Company entered into an agreement to purchase the remaining noncontrolling ownership interest in a subsidiary it previously controlled, the consideration for which was a portion of the subsidiary that was transferred to the noncontrolling interest owner. The non-cash purchase resulted in a reduction of the subsidiary noncontrolling interest by approximately $10.2 million.

The following table presents changes in redeemable noncontrolling interests for the nine months ended September 30, 2025 and year ended December 31, 2024:

			September 30, 2025						December 31, 2024
			(dollars in thousands)
Beginning balance			$	8,412					$	10,792
Redemptions (1)			—						(17,039)
Additions			—						1,127
Distributions			(1,849)						(2,880)
Changes in redemption value (2)			(1,360)						13,363
Net income attributable to redeemable noncontrolling interests			3,622						3,005
Currency translation adjustment			(236)						44
Ending balance			$	8,589					$	8,412

(1) Redemptions for the year ended December 31, 2024 was associated with redeemable noncontrolling interest of a certain Brand we did not previously own. The amount was reclassified as a deferred acquisition contingent obligation (see Note 6).

(2) Changes in redemption value are the fair value changes from the acquisition date redemption value based on the options held by the minority interest holders, adjusted through Retained earnings.

The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts between 2025 and 2031. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.

These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. As such, there is no related impact on the Company’s earnings (loss) per share calculations for the three and nine months ended September 30, 2025 and 2024.

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- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 810
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/810/tableOfContent

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- References

No definition available.

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