Stagwell reports $816M revenue

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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The number of common shares outstanding as of July 22, October 23, 2026, was 244,475,451 247,973,313 shares of Class A Common Stock.

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Forward-looking statements 7 changes

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act ), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act ). The Company s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company s beliefs and expectations, future financial performance, growth, and future prospects, the Company s strategy, business and economic trends and growth, technological leadership and differentiation, potential and completed acquisitions, anticipated and actual operating efficiencies and synergies and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. Forward-looking statements, which are generally denoted by words such as ability, aim, anticipate, assume, believe, better, build, consider, continue, could, develop, depend, develop, drive, enhance, estimate, evaluate, expand, expect, focus, forecast, future, grow, guidance, illustrative, improve, intend, likely, maintain, may, objective, ongoing, opportunity, optimize, outlook, plan, position, possible, potential, probable, project, realize, remain, scenario, seek, should, strategy, sufficient, support, target, will, would or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section.

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inflation and actions taken by central banks to counter address inflation, including changes in interest rates;

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the Company s use of artificial intelligence, including generative artificial intelligence;

the Company s use of artificial intelligence, including generative artificial intelligence, and its ability to realize anticipated efficiencies and other benefits from its investments in artificial intelligence and automation technologies, and changes in client demand for artificial intelligence-related services;

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the Company s ability to maintain an effective system of internal control over financial reporting, including the risk that the Company s internal controls will fail to detect misstatements in its financial statements, such as errors requiring out-of-period adjustments;

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economic disruptions resulting from war and other economic and geopolitical tensions (such as the ongoing military conflicts in Iran and the Middle East, and between Russia and Ukraine), terrorist activities, natural disasters, public health events, and tariff and trade policies, including the resulting effects on client marketing spend in affected regions;

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Investors should carefully consider these risks and the additional risk factors described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K ), filed with the Securities and Exchange Commission (the SEC ) on March 13, 2026, and accessible on the SEC s website at www.sec.gov, under the caption Risk Factors, in our subsequent Quarterly Reports on Form 10-Q and in the Company s other SEC filings.

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Financial statements 511 changes

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Three Months Ended June 30, Six Months Ended June 30,

Revenue $ 786,307 $ 706,818 $ 1,490,450 $ 1,358,558

Cost of services 517,064 459,216 976,595 871,303

Office and general expenses 213,742 183,061 404,381 362,423

Depreciation and amortization 43,955 41,369 88,286 83,375

Three Months Ended September 30, Nine Months Ended September 30,

Revenue $ 816,027 $ 742,998 $ 2,306,477 $ 2,101,556

Cost of services 511,698 470,937 1,488,293 1,342,240

Office and general expenses 206,942 166,422 611,323 528,845

Depreciation and amortization 48,300 44,260 136,395 127,635

Impairment and other losses 1,028 466 1,219 466

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Interest expense, net ( 22,328 ) ( 23,455 ) ( 45,594 ) ( 46,811 )

Foreign exchange, net 605 ( 1,338 ) ( 2,416 ) ( 118 )

Income tax (benefit) expense

Net loss ( 8,701 ) ( 4,634 ) ( 22,648 ) ( 9,959 )

Net loss attributable to Stagwell Inc. common shareholders $ ( 8,116 ) $ ( 5,261 ) $ ( 21,089 ) $ ( 8,178 )

Basic $ ( 0.03 ) $ ( 0.02 ) $ ( 0.08 ) $ ( 0.04 )

Diluted $ ( 0.03 ) $ ( 0.02 ) $ ( 0.08 ) $ ( 0.06 )

Interest expense, net ( 23,993 ) ( 25,196 ) ( 69,587 ) ( 72,007 )

Foreign exchange, net 2,244 ( 366 ) ( 172 ) ( 484 )

Loss Income before income taxes and equity in earnings of non-consolidated affiliates ( 9,240 ) ( 1,981 ) ( 25,954 ) ( 5,583 )

Income tax expense 10,882 9,555 7,646 13,950

Income (loss) before equity in earnings of non-consolidated affiliates ( 8,892 ) ( 4,654 ) ( 22,718 ) 17,954 23,764 ( 9,978 4,764 ) 13,786

Equity in income (loss) of non-consolidated affiliates 191 20 70 19 442 ( 1 ) 512 18

Net income (loss) 18,396 23,763 ( 4,252 ) 13,804

Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests 585 ( 627 277 ) 1,559 1,781 856 1,282 2,637

Net income (loss) attributable to Stagwell Inc. common shareholders $ 18,119 $ 24,619 $ ( 2,970 ) $ 16,441

Earnings (loss) per common share:

Basic $ 0.07 $ 0.10 $ ( 0.01 ) $ 0.08

Diluted $ 0.07 $ 0.09 $ ( 0.01 ) $ 0.04

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Basic 245,908 260,774 248,328 186,843

Diluted 245,908 260,774 248,328 265,600

Basic 244,666 255,952 247,131 210,139

Diluted 250,989 259,583 247,131 266,773

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Three Months Ended June 30, Six Months Ended June 30,

COMPREHENSIVE INCOME (LOSS)

Net loss $ ( 8,701 ) $ ( 4,634 ) $ ( 22,648 ) $ ( 9,959 )

Other comprehensive income (loss) - Foreign currency translation adjustment ( 2,409 ) 24,068 ( 10,067 ) 34,566

Comprehensive income (loss) for the period

Comprehensive income (loss) attributable to Stagwell Inc. common shareholders

Three Months Ended September 30, Nine Months Ended September 30,

COMPREHENSIVE (LOSS) INCOME

Net income (loss) $ 18,396 $ 23,763 $ ( 4,252 ) $ 13,804

Other comprehensive (loss) income - Foreign currency translation adjustment ( 210 ) ( 1,515 ) ( 10,277 ) 33,051

Other comprehensive loss - Benefit plan settlement reclassification adjustment, net of tax ( 5,258 ) ( 5,258 )

Other comprehensive (loss) income ( 5,468 ) ( 1,515 ) ( 15,535 ) 33,051

Comprehensive (loss) income for the period 12,928 22,248 ( 19,787 ) 46,855

Comprehensive (income) loss (income) attributable to the noncontrolling and redeemable noncontrolling interests ( 277 ) 856 1,282 ( 3,390 )

Comprehensive (loss) income attributable to Stagwell Inc. common shareholders $ 12,651 $ 23,104 $ ( 18,505 ) $ 43,465

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Other assets 51,600 55,055

June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 109,473 132,197 $ 104,537

Accounts receivable, net 713,100 772,787 735,752

Expenditures billable to clients 159,320 144,015 164,694

Other current assets 211,279 174,932 157,309

Total current assets 1,193,172 1,223,931 1,162,292

Fixed assets, net 71,552 70,083 73,081

Right-of-use lease assets - operating leases 192,880 189,243 213,576

Goodwill 1,594,881 1,598,491 1,595,238

Other intangible assets, net 815,270 795,689 834,248

Deferred tax assets 280,161 280,193 281,057

Other assets 53,812 55,055

Total assets $ 4,199,516 4,211,442 $ 4,214,547

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Accounts payable $ 515,035 $ 548,320

Accrued media 203,073 239,490

Advance billings 369,465 329,815

Accounts payable $ 489,376 $ 548,320

Accrued media 228,612 239,490

Accruals and other liabilities 299,293 330,142 291,554

Advance billings 365,529 329,815

Current portion of lease liabilities - operating leases 53,945 55,073 55,386

Current portion of deferred acquisition consideration 37,784 42,871 15,446

Total current liabilities 1,478,595 1,511,603 1,480,011

Long-term debt 1,450,112 1,414,574 1,326,013

Long-term portion of deferred acquisition consideration 19,083 21,494 24,598

Long-term lease liabilities - operating leases 201,597 195,482 224,397

Deferred tax liabilities 52,777 53,899 54,726

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Other liabilities 38,208 51,077

Other liabilities 30,456 51,077

Total liabilities 3,492,762 3,479,898 3,413,212

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MD&A 909 changes

Th e The following discussion and analysis are based on and should be read in conjunction with our Unaudited Consolidated Financial Statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended June September 30, 2026 (the Form 10-Q ). The following discussion and analysis contain forward-looking statements and should be read in conjunction with the disclosures and information contained and referenced under the caption Forward-Looking Statements in this Form 10-Q and under the captions Forward-Looking Statements and Risk Factors in the 2025 Form 10-K, our Quarterly Reports on Form 10-Q, and in other documents we file with the SEC from time to time. The following discussion and analysis also include a discussion of certain non-GAAP financial measures. A description of the non-GAAP financial measures discussed in this section and reconciliations to the comparable United States ( U.S. ) generally accepted accounting principles ( GAAP ) measures are below.

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On July 17, 2026, the Company entered into an agreement to acquire the net assets of QStrauss Consulting, a Colombian technology consulting firm, for an estimated purchase price of $4.0 million, up to $2.0 million of which may be paid in shares of the Company s Class A Common Stock, at the Company s discretion. The acquisition is expected to close in August 2026, subject to the satisfaction of customary closing conditions. In connection with the acquisition, the sellers are eligible to earn contingent consideration of up to $8.0 million, a portion of which may be settled in shares of the Company s Class A Common Stock, at the Company s discretion.

On October 23, 2026, the Company acquired all of the outstanding stock of Publisher First, Inc., doing business as Freestar, which assists online publishers in monetizing the media on their sites, for $50.0 million: $30.0 million in 3,442,043 shares of Class A Common Stock, par value $0.001 per share (the Class A Common Stock ) and $20.0 million in cash, subject to post-closing adjustments. The sellers can also earn up to $60.0 million in contingent consideration if future earnings targets are met, plus a share of earnings above those targets. The Company may settle part of the contingent consideration in stock, and payments to certain holders are subject to their continued employment. Due to the timing of the acquisition, the Company is currently evaluating the purchase price allocation, including the fair value of the consideration transferred and the assets acquired and liabilities assumed.

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The net impact of acquisitions (divestitures) reflects the year-over-year change in the Company s reported net revenue attributable to the impact of all individual entities that were acquired or divested in the current and prior year. Beginning with the quarter ended September 30, 2025, We calculate the impact of an acquisition as follows: (a) for an entity acquired during the current year, we present the entity s current period reported revenue as the impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we present an amount equal to the entity s current year net revenue for the same period during which we didn t own the entity in the prior year as the impact of the acquisition in the current year. Previously, We calculated the impact of an acquisition as follows: (a) for an entity acquired during the current year, we presented the entity s prior year net revenue for the same period during which we owned it in the current year as impact of the acquisition in the current year; and (b) for an entity acquired in the prior year, we presented the entity s prior year net revenue for the period during which we did not own the entity in the prior year as impact of the acquisition in the current year. We believe that this change in the method of calculating the impact of an acquisition results in a measurement of organic net revenue growth (decline) that better reflects the effect of our management of an acquired entity by including the revenue of the acquired entity in such measurement after we have owned it for 12 months. We calculate the impact of a divestiture as follows: (a) for a divestiture in the current year, we present the entity s prior year net revenue for the same period during which we no longer owned it in the current year as impact of the divestiture in the current year; and (b) for a divestiture in the prior year, we present the entity s prior year net revenue for the period during which we owned it in the prior year as impact of the divestiture in the current year. We calculate the impact of any acquisition or divestiture without adjusting for foreign currency exchange fluctuations.

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Adjusted EBITDA is defined as Net income (loss) attributable to Stagwell Inc. common shareholders excluding non-operating income or expense, income tax expense or benefit, equity in income or loss of non-consolidated entities and net income or loss attributable to noncontrolling and redeemable noncontrolling interest holders to achieve Operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, impairment and other losses, and other items. Other items primarily includes include restructuring, certain system implementation costs, working capital administrative fees, and acquisition-related expenses, and other non-recurring income and expenses. Adjusted EBITDA for our reportable segments is reconciled to Operating income (loss), as Net income (loss) is not relevant for a reportable segment financial metric.

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The Marketing Services segment delivers a broad range of services across four closely related client needs: creative, research, experiential, and social media solutions designed to build and elevate brands. Capabilities include developing breakthrough brand campaigns, providing consumer insights through advanced research methodologies, creating immersive experiential marketing programs and social engagement strategies that connect brands with audiences across digital platforms. By combining creative excellence, data-driven insights, and innovative experiences, Marketing Services empowers organizations to differentiate themselves in the marketplace, drive audience engagement, and achieve measurable business results. These services employ a wide variety of artificial intelligence ( AI )-powered services in the delivery, such as AI-powered creative production and data analysis. Brands in this segment include, but are not limited to, creative agencies 72 and Sunny and Anomaly, research agencies NRG and Harris Insights, experiential agency TEAM and Sport Beach, and social agency Movers & Shakers.

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The Media & Commerce segment delivers integrated AI-based data solutions that drive audience engagement and business growth through media buying, owned media platforms, commerce enablement, and Customer Relationship Management ( CRM ) strategies. Its capabilities include planning and executing media campaigns across global platforms, leveraging data-driven approaches to optimize reach and effectiveness across first-party data, second-party data, and third-party data, and providing commerce and CRM tools that connect brands with consumers throughout the purchase journey. The segment also offers specialized media platforms and translation services to support targeted communication and market expansion. By combining expertise in media strategy, commerce activation, and audience analytics, Media & Commerce empowers organizations to maximize their marketing investments and achieve measurably efficient commercial outcomes. Brands in this segment include, but are not limited to, media buying and strategy agency Assembly Global, Stagwell Media, owned media platforms Reach TV, and commerce and CRM agency Gale.

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The Marketing Cloud segment delivers a comprehensive suite of technology solutions for in-house marketers. combining SaaS and DaaS offerings. Its key products cover a range of areas. Advanced research tools that enable real-time customer insights through syndicated and Do It Yourself ( DIY ) generative AI-drafted surveys, AI-driven text analysis, and predictive analytics. Communications technology that aggregates data from millions of sources, including news, social media, print, and TV/radio broadcasts, on a daily basis to monitor, analyze, and respond to market trends. Media studio products that leverage first-party, third-party, and proprietary data to provide actionable audience insights and attribution analytics and advanced media platforms that encompass audience engagement solutions such as AR, quick response ( QR ) codes, and loyalty programs, all designed to collect consumer data and generate actionable insights. Solutions in this segment are sold as SaaS or DaaS offerings, or licensed as software, as appropriate. Together, these capabilities empower marketers to understand, engage, and influence their audiences with precision and agility. Brands in this segment include, but are not limited to, QUEST, Unicepta, Holy Grail and Smart Assets. The Machines.

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Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands)

Marketing Services $ 277,256 $ 275,888 $ 528,034 $ 524,940

Digital Transformation 117,672 97,592 219,138 188,479

Media & Commerce 179,943 164,025 354,454 324,447

Communications 188,426 146,180 341,528 275,268

The Marketing Cloud 27,380 25,276 53,895 49,382

Corporate, eliminations and other (4,370) (2,143) (6,599) (3,958)

Total revenue $ 786,307 $ 706,818 $ 1,490,450 $ 1,358,558

Operating income $ 11,546 $ 23,172 $ 21,188 $ 41,457

The following discussion focuses on the operating performance of the Company for the three and six nine months ended June September 30, 2026 and 2025 and the financial condition of the Company as of June September 30, 2026.

Results of Operations and Reconciliation of Net Income (Loss) to Adjusted EBITDA:

Three Months Ended September 30, Nine Months Ended September 30, (dollars in thousands)

Marketing Services $ 255,445 $ 291,089 $ 786,650 $ 817,294

Digital Transformation 127,176 104,445 349,756 294,301

Media & Commerce 176,857 183,112 534,561 509,416

Communications 210,913 145,086 552,767 420,556

The Marketing Cloud 55,825 26,576 110,963 77,380

Corporate, eliminations and other (10,189) (7,310) (28,220) (17,391)

Total revenue $ 816,027 $ 742,998 $ 2,306,477 $ 2,101,556

Operating income $ 48,059 $ 60,913 $ 69,247 $ 102,370

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Interest expense, net (22,328) (23,455) (45,594) (46,811)

Foreign exchange, net 605 (1,338) (2,416) (118)

Income tax (benefit) expense

Net loss (8,701) (4,634) (22,648) (9,959)

Net loss attributable to Stagwell Inc. common shareholders $ (8,116) $ (5,261) $ (21,089) $ (8,178)

Interest expense, net (23,993) (25,196) (69,587) (72,007)

Foreign exchange, net 2,244 (366) (172) (484)

Loss Income before income taxes and equity in earnings of non-consolidated affiliates (9,240) (1,981) (25,954) (5,583)

Income tax expense 10,882 9,555 7,646 13,950

Income (loss) before equity in earnings of non-consolidated affiliates (8,892) (4,654) (22,718) (9,978) 17,954 23,764 (4,764) 13,786

Equity in income (loss) of non-consolidated affiliates 191 20 70 19 442 (1) 512 18

Net income (loss) 18,396 23,763 (4,252) 13,804

Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests 585 (627) 1,559 1,781 (277) 856 1,282 2,637

Net income (loss) attributable to Stagwell Inc. common shareholders $ 18,119 $ 24,619 $ (2,970) $ 16,441

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Net loss attributable to Stagwell Inc. common shareholders $ (8,116) $ (5,261) $ (21,089) $ (8,178)

Net income (loss) attributable to Stagwell Inc. common shareholders $ 18,119 $ 24,619 $ (2,970) $ 16,441

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Operating income 11,546 23,172 21,188 41,457

Depreciation and amortization 43,955 41,369 88,286 83,375

Stock-based compensation 18,567 19,954 32,815 31,497

Deferred acquisition consideration 8,837 (3,220) 19,091 3,437

Operating income 48,059 60,913 69,247 102,370

Depreciation and amortization 48,300 44,260 136,395 127,635

Impairment and other losses 1,028 466 1,219 466

Stock-based compensation 28,920 12,646 61,735 44,143

Deferred acquisition consideration 7,675 (13,348) 26,766 (9,911)

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Adjusted EBITDA $ 108,687 $ 94,291 $ 198,372 $ 176,584

Adjusted EBITDA $ 144,836 $ 115,987 $ 343,208 $ 292,571

(1) Non-operating items includes items within the Statements of Operations, below Operating income, and above Net income (loss) attributable to Stagwell Inc. common shareholders.

(2) Other items, net, primarily includes restructuring, certain system implementation costs, working capital administrative fees, acquisition-related expense, and other non-recurring income and expenses.

THREE MONTHS ENDED JUNE SEPTEMBER 30, 2026 COMPARED TO THREE MONTHS ENDED JUNE SEPTEMBER 30, 2025

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The components of operating results for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025 were as follows:

Three Months Ended June September 30,

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Revenue $ 786,307 $ 706,818 $ 79,489 11.2 %

Cost of services 517,064 459,216 57,848 12.6 %

Office and general expenses 213,742 183,061 30,681 16.8 %

Depreciation and amortization 43,955 41,369 2,586 6.3 %

Operating income $ 11,546 $ 23,172 $ (11,626) (50.2) %

Revenue $ 816,027 $ 742,998 $ 73,029 9.8 %

Cost of services 511,698 470,937 40,761 8.7 %

Office and general expenses 206,942 166,422 40,520 24.3 %

Depreciation and amortization 48,300 44,260 4,040 9.1 %

Impairment and other losses 1,028 466 562 120.6 %

Operating income $ 48,059 $ 60,913 $ (12,854) (21.1) %

Three Months Ended June September 30,

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Billable costs 154,724 108,689 46,035 42.4 %

Net Revenue 631,583 100.0 % 598,129 100.0 % 33,454 5.6 %

Staff costs 384,382 60.9 % 381,270 63.7 % 3,112 0.8 %

Administrative costs 82,353 13.0 % 74,438 12.4 % 7,915 10.6 %

Unbillable and other costs, net 56,161 8.9 % 48,130 8.0 % 8,031 16.7 %

Adjusted EBITDA 108,687 17.2 % 94,291 15.8 % 14,396 15.3 %

Stock-based compensation 18,567 2.9 % 19,954 3.3 % (1,387) (7.0) %

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Market risk 3 changes

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Debt Instruments: As of June September 30, 2026, the Company s debt obligations consisted of amounts outstanding under its Credit Agreement and the 5.625% Notes. The Credit Agreement bears interest at variable rates, based upon SOFR, EURIBOR, SONIA, and CORRA, depending on the currency and duration of the borrowing instrument. The Company s ability to raise debt financing on acceptable terms, or at all, and to obtain the required bank syndication commitments depends in part on prevailing conditions in the credit and bank lending markets at the time of syndication.

With regard to our variable rate debt, a 10% increase or decrease in interest rates would change our annual interest expense by $2.6 $2.8 million. .

Foreign Exchange: While the Company primarily conducts business in markets that use the U.S. dollar, the Canadian dollar, the Euro and the British Pound, its non-U.S. operations transact business in numerous different currencies. The Company s results of operations are subject to risk from the translation to the U.S. dollar of the revenue and expenses of its non-U.S. operations. The effects of currency exchange rate fluctuations on the translation of the Company s results of operations are discussed in Management s Discussion and Analysis of Financial Condition and Results of Operations and in Note 2 of the Company s Audited Consolidated Financial Statements included in the 2025 Form 10-K. For the most part, revenues and expenses incurred related to the non-U.S. operations are denominated in their functional currency. This reduces the impact that fluctuations in exchange rates will have on profit margins. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Translation of current intercompany balances are is included in net income (loss). From time to time, the Company may enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

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Controls and procedures 2 changes

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We conducted an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June September 30, 2026.

There were no changes in our internal control over financial reporting during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 1 change

There have been no material changes to the risk factors in Part I, Item 1A Risk Factors of our 2025 Form 10-K. These risks could materially and adversely affect our business, results of operations, financial condition, cash flows, projected results and future prospects. These risks are not exclusive and additional risks which we are subject to include the factors listed under note about Forward-Looking Statements and the risks described in Management s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q.

Unregistered sales of stock 6 changes

In the three months ended June September 30, 2026, the Company issued 94,297 77,717 restricted stock units underlying shares of Class A Common Stock as inducement for employment and issued 76,486 254,727 shares of Class A Common Stock as payments in lieu of cash for the Company s obligation to make deferred payments as part of the purchase price for a prior acquisition consideration valued at $2.0 million, in transactions connection with an acquisition exempt from registration under Section 4(a)(2) of the Securities Act. The Company received no cash proceeds and no commissions were paid to any person in connection with the issuance of these shares.

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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 Exchange Act), in privately negotiated transactions, or through other means, provided they are determined to be in the best interests of our Company and our stockholders and subject to compliance with the provisions of applicable law, including the Delaware General Corporate Corporation Law and securities laws. 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, dilution, including from our equity incentive plans and employee stock purchase plan, and other considerations we deem relevant, such as any disproportionate impact such repurchases may have on our shareholders. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice. The Board will review the Repurchase Program periodically and may authorize adjustments of its terms. Pursuant to its Credit Agreement (as defined and discussed in Note 7 of the Notes to the Unaudited Consolidated Financial Statements included herein) and the indenture governing the 5.625% Notes, the Company is currently limited as to the dollar value of shares it may repurchase in the open market.

The following table details our monthly shares repurchased during the second third quarter of 2026 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program:

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Total 5,918,200 $ 6.22 4,535,366 $ 328,009,852

Total 319,823 $ 8.62 260,071 $ 325,736,827

(1) Includes information for all shares repurchased by the Company, including shares repurchased as part of the Company s publicly announced Repurchase Program, and 1,382,834 59,752 shares to settle employee tax withholding obligations related to the vesting of restricted stock units.

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Exhibits 5 changes

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First Amendment, dated as of July 28, 2026, to the Second Amended and Restated Employment Agreement by and between the Company and Mark Penn (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 3, 2026).

SARs Agreement, dated as of August 1, 2026, by and between the Company and Mark Penn (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on August 3, 2026).

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Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101 Interactive Data File, for the period ended June September 30, 2026. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.*

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