[144] Magnite, Inc. SEC Filing

Rhea-AI Filing Summary

Magnite, Inc. (MGNI) filing a Form 144 notifies the market that 27,671 shares of common stock held by the selling person will be offered for sale through Morgan Stanley Smith Barney LLC on 09/04/2025 on NASDAQ. The filing reports an aggregate market value of $683,849.80 based on the planned sale and notes total shares outstanding of 142,399,305. The shares were acquired as restricted stock from the issuer on 08/15/2022. The filer also reported a recent sale of 2,961 shares on 08/18/2025 for $70,629.62. The notice includes the standard representation that the seller is not aware of any undisclosed material adverse information.

Positive

• Full disclosure of planned sale details including broker, sale date, share count, and aggregate value
• Securities were acquired as restricted stock and acquisition date is clearly stated (08/15/2022), supporting Rule 144 eligibility
• Recent prior sale disclosed (2,961 shares on 08/18/2025 for $70,629.62), improving transparency about insider activity

Negative

• Insider selling of 27,671 shares may be perceived negatively by some investors despite being small relative to outstanding shares
• No 10b5-1 plan date provided, so the filing does not indicate whether sales follow a pre-established trading plan

Insights

Securities Analyst

TL;DR: Insider plans to sell 27,671 restricted shares via Morgan Stanley; transaction size is modest relative to shares outstanding.

The Form 144 discloses a proposed sale of 27,671 common shares with an aggregate market value of $683,849.80, representing a small fraction of the reported 142.4 million shares outstanding. The securities were originally issued as restricted stock on 08/15/2022 and are being brokered through a major dealer, which supports orderly execution. The recent prior sale of 2,961 shares for $70,629.62 indicates prior partial liquidation activity. From a market-impact perspective, the disclosed sale size is unlikely to materially affect share supply or valuation given Magnite’s share count.

Compliance/Risk Analyst

TL;DR: Filing meets Rule 144 disclosure requirements and includes the required insider certification about material information.

The notice provides required details: acquisition date (08/15/2022), nature of acquisition (restricted stock), broker identification, intended sale date (09/04/2025), and prior sales within three months. The signature representation affirms absence of undisclosed material adverse information, and the filing identifies the broker and recent transaction history, supporting transparency and regulatory compliance. No indications of confidentiality waivers, 10b5-1 plan adoption date, or other exemptions are included in the filing.

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	27671	683849.80	142399305	09/04/2025	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	08/15/2022	Restricted Stock	ISSUER			27671	08/15/2022	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
BRIAN GEPHART 1250 Broadway, 15th Floor New York NY 10001	common	08/18/2025	2961	70629.62

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

What did the MGNI Form 144 disclose about the planned sale?

The filing discloses a proposed sale of 27,671 common shares via Morgan Stanley Smith Barney LLC on 09/04/2025 on NASDAQ with an aggregate market value of $683,849.80.

When and how were the shares being sold acquired according to the filing?

The shares were acquired as restricted stock from the issuer on 08/15/2022 and the amount reported equals 27,671 shares.

Did the filer sell any MGNI shares recently prior to this Form 144?

Yes, the filing reports a sale of 2,961 shares on 08/18/2025 that generated $70,629.62 in gross proceeds.

How large is the proposed sale relative to Magnite's outstanding shares?

The filing lists 142,399,305 shares outstanding; the proposed sale of 27,671 shares represents a very small fraction of that total.

Does the Form 144 indicate the seller has undisclosed material information about MGNI?

No. The notice includes the required representation that the seller does not know of any material adverse information about the issuer that has not been publicly disclosed.