[144] Magnite, Inc. SEC Filing

Rhea-AI Filing Summary

Magnite, Inc. (MGNI) has filed a Form 144 indicating that Chief Product Officer Adam Soroca plans to sell up to 44,519 shares of the company’s common stock. The proposed sale, to be executed through Morgan Stanley Smith Barney LLC on or about 06/24/2025, carries an aggregate market value of approximately $890,380 based on the filing’s reference price and represents roughly 0.03% of the 141,110,559 shares outstanding.

The filing discloses the provenance of the shares: 14,261 restricted shares granted on 05/15/2021, 3,662 restricted shares granted on 08/15/2021, 18,267 restricted shares granted on 11/15/2021, and 8,329 shares to be issued from a same-day option exercise on 06/24/2025. No shares were received as gifts, and all purchases were made for cash or as equity compensation.

Form 144 also lists Soroca’s recent activity: in the prior three months he sold an additional 28,022 shares for gross proceeds of about $467,805. Combined with the proposed sale, Soroca could dispose of 72,541 shares within a short window, though the total still equates to a small fraction of the company’s float. The signer affirms that he possesses no undisclosed material adverse information and, if relying on Rule 10b5-1, has an approved trading plan in place.

Positive

• None.

Negative

• Repeated insider selling: Adam Soroca sold 28,022 shares in the past three months and plans to sell an additional 44,519 shares, which some investors may interpret as a bearish personal outlook despite the small proportion of total shares.

Insights

Securities Analyst

TL;DR: Routine Form 144; insider aims to sell ~$0.9 M of stock—about 0.03% of float—following prior small sales; limited market impact expected.

The proposed 44,519-share sale is modest relative to Magnite’s 141 M shares outstanding and typically would not affect liquidity or price discovery. While insider selling can concern investors, Soroca’s previous sales (28,022 shares, $468 k) and the use of a single broker suggest orderly execution, likely under a 10b5-1 plan. No pricing details or trading range are provided, and there is no mention of concurrent corporate events. Overall, the disclosure appears procedural rather than signaling a fundamental shift.

Corporate Governance Expert

TL;DR: Insider’s cumulative 72,541-share disposition is small, disclosed, and Rule 144-compliant; governance risk remains low.

Form 144 fulfills transparency requirements, outlining acquisition sources and prior sales. The aggregate market value (<$1 M) is immaterial for a Nasdaq-listed issuer of Magnite’s size, and the filing reiterates that the insider attests to having no non-public adverse information. The staggered sales pattern—roughly every few weeks—aligns with common liquidity planning. Because ownership percentages and voting power are unaffected in any meaningful way, the governance impact is negligible. Investors should nonetheless monitor future filings for acceleration or clustering of insider disposals.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	44519	890380.00	141110559	06/24/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/15/2021	Restricted Stock	ISSUER			14261	05/15/2021	Not Applicable
Common	06/24/2025	Stock Option Exercise	ISSUER			8329	06/24/2025	Cash
Common	08/15/2021	Restricted Stock	ISSUER			3662	08/15/2021	Not Applicable
Common	11/15/2021	Restricted Stock	ISSUER			18267	11/15/2021	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
ADAM SOROCA 1250 Broadway, 15th Floor New York NY 10001	Common	06/06/2025	8328	147405.60
ADAM SOROCA 1250 Broadway, 15th Floor New York NY 10001	Common	05/20/2025	8328	141576.00
ADAM SOROCA 1250 Broadway, 15th Floor New York NY 10001	Common	05/16/2025	11366	178823.55

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Magnite (MGNI) shares is Adam Soroca proposing to sell?

The Form 144 indicates a proposed sale of 44,519 common shares.

What is the estimated market value of the shares to be sold under this Form 144?

The aggregate market value is approximately $890,380.

When is the planned sale date for these MGNI shares?

The approximate sale date disclosed is 06/24/2025.

What percentage of Magnite’s outstanding shares does the proposed sale represent?

About 0.03% of the 141,110,559 shares outstanding.

Has the insider sold MGNI shares recently?

Yes. In the past three months Soroca sold 28,022 shares for gross proceeds of roughly $467,805.

Which broker will execute the Form 144 sale?

The filing lists Morgan Stanley Smith Barney LLC as broker.