[144] Magnite, Inc. SEC Filing

Rhea-AI Filing Summary

Magnite, Inc. (MGNI) – Form 144 filing dated June 24, 2025 discloses a planned insider sale under Rule 144 of the Securities Act.

• Seller & quantity: Michael Barrett intends to sell 300,000 common shares.
• Estimated proceeds: Aggregate market value stated at $6.0 million, implying a reference price of roughly $20 per share.
• Broker: Raymond James & Associates, 880 Carillon Parkway, St. Petersburg, FL 33716.
• Timing: Shares are expected to be sold on or about 06/24/2025 on the NASDAQ.
• Issuer share base: 135,574,532 shares outstanding; proposed sale equals about 0.22 % of total shares.
• Prior insider activity: The same seller disposed of 75,000 shares during 06/16–06/18/2025 for gross proceeds of $1.369 million.
• Acquisition history: All shares stem from restricted-stock grants received between 05/15/2019 and 02/01/2025.

The filing contains no additional remarks, relationships, or adverse information statements beyond the standard Rule 144 affirmations. Investors often monitor Form 144 notices as sentiment indicators; however, the transaction represents a small fraction of shares outstanding and does not create dilution.

Positive

• None.

Negative

• Insider intends to sell 300,000 shares, following 75,000 shares recently sold, which may signal negative sentiment.
• Aggregate value of $6 million in a single day could exert modest selling pressure despite small float percentage.

Insights

Financial Analyst

TL;DR: Modest insider sale (0.22% of float) worth $6 M; signals limited bearish sentiment but no balance-sheet impact.

The proposed 300 k-share sale by Michael Barrett is minor relative to Magnite’s 135.6 M shares outstanding. Nevertheless, combined with the 75 k shares already sold this month, the insider will exit 375 k shares in Q2 2025 for roughly $7.4 M. Frequent insiders sales can pressure short-term sentiment, yet the absence of dilutive issuance means there is no effect on EPS or cash flows. Volume is unlikely to disturb liquidity on NASDAQ, but investors may scrutinize motives given consecutive disposals.

Corporate Governance Expert

TL;DR: Consecutive Rule 144 filings highlight governance transparency; repeated sales could raise alignment questions.

Rule 144 filings uphold disclosure obligations, and Magnite’s notice provides detailed acquisition history and pricing. Still, two sales within days suggest the insider is actively reducing exposure. While legal and routine for vested restricted stock, boards should confirm no undisclosed information advantages. Absent further context on trading plans or role of the filer, investors may perceive the pattern as a modest governance red flag, albeit not material enough to alter control dynamics.

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

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	Raymond James & Associates 880 Carillon Parkway St. Petersburg FL 33716	300000	6000000.00	135574532	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	05/15/2019	Restricted Stock	Issuer			54636	05/15/2019	N/A
Common	01/15/2020	Restricted Stock	Issuer			57226	01/15/2020	N/A
Common	05/15/2020	Restricted Stock	Issuer			32921	05/15/2020	N/A
Common	05/15/2021	Restricted Stock	Issuer			20000	05/15/2021	N/A
Common	05/15/2022	Restricted Stock	Issuer			19173	05/15/2022	N/A
Common	02/15/2024	Restricted Stock	Issuer			34882	02/15/2024	N/A
Common	05/15/2024	Restricted Stock	Issuer			19035	05/15/2024	N/A
Common	08/15/2024	Restricted Stock	Issuer			31581	08/15/2024	N/A
Common	02/01/2025	Restricted Stock	Issuer			30546	02/01/2025	N/A

* 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
Michael Barrett 1250 Broadway, 15th Floor New York NY 10001	Common	06/16/2025	45000	799000.00
Michael Barrett 1250 Broadway, 15th Floor New York NY 10001	Common	06/18/2025	30000	570000.00

144: Remarks and Signature

Remarks

Date of Notice

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 are being sold under this Form 144?

300,000 common shares are slated for sale.

What is the approximate value of the planned MGNI insider sale?

The filing lists an aggregate market value of $6.0 million.

When will the Magnite shares be sold?

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

How many shares has the insider sold recently?

An additional 75,000 shares were sold on 06/16 and 06/18/2025 for $1.369 million.

Does the Form 144 sale dilute existing MGNI shareholders?

No. These are secondary sales of existing restricted stock; they do not increase shares outstanding.

Who is the broker handling the MGNI insider transaction?

The sale is to be executed through Raymond James & Associates on NASDAQ.