[144] Magnite, Inc. SEC Filing

Rhea-AI Filing Summary

Magnite, Inc. (MGNI) – Form 144 filing overview: The notice discloses a proposed sale of 137,007 common shares through Morgan Stanley Smith Barney LLC, valued at $2.57 million based on prevailing market prices. The filing targets an approximate sale date of 18 June 2025 on the NASDAQ exchange. With 141,110,559 shares outstanding, the transaction represents roughly 0.10 % of total shares, indicating a modest disposition relative to the company’s float.

The seller acquired the stock via (1) option exercise on 28 July 2020 (112,087 shares, cash payment) and (2) restricted-stock grants on 1 April 2020 (11,177 shares) and 12 June 2024 (13,743 shares). No sales have occurred in the past three months, and the preparer affirms the absence of undisclosed material adverse information. The filing does not identify the seller by name but confirms the relationship is that of an insider covered by Rule 144 and potentially a Rule 10b5-1 trading plan.

Key takeaways for investors:

• The proposed sale is relatively small in percentage terms and unlikely to create significant market overhang.
• Use of Form 144 indicates the seller is observing SEC resale restrictions, which generally mitigates regulatory risk.
• Lack of past-quarter sales suggests the move may be routine portfolio diversification or liquidity, rather than a large liquidation.

No financial performance metrics, earnings data, or operational updates are included; the filing solely concerns share resale.

Positive

• Insider compliance: Filing under Rule 144 signals adherence to SEC resale regulations, reducing regulatory or reputational risk.
• Minor dilution risk: Proposed sale equals only ~0.10 % of shares outstanding, unlikely to materially affect share supply.

Negative

• Potential negative sentiment: Insider divestiture can be read as a lack of confidence, despite the small size.
• No operational data: Filing provides no earnings or strategic information, leaving investors without context for the sale.

Insights

Corporate Governance Expert

TL;DR: Insider plans to sell ~$2.6M in MGNI stock; size is immaterial to float, governance compliance intact.

The Form 144 signals an insider’s intent to dispose of 137,007 shares, equating to about 0.10 % of Magnite’s outstanding equity. From a governance standpoint, the disclosure satisfies Rule 144’s advance-notice requirements and likely aligns with a pre-arranged Rule 10b5-1 plan, reducing litigation risk. The absence of recent insider sales and the modest stake temper any negative perception. Overall, the event is routine and should not materially influence corporate control or governance dynamics.

Securities Analyst

TL;DR: Small insider sale worth 0.1 % of shares—market impact expected to be minimal.

On a fully diluted basis, the proposed $2.57 million sale is immaterial relative to Magnite’s market capitalization. Volume clearing should be manageable given average daily trading volumes, limiting pressure on the stock price. However, any insider sale can be interpreted negatively if coinciding with weak fundamentals; investors should monitor forthcoming earnings for corroboration. Because the filing lacks operational data, the transaction is viewed as neutral until further context emerges.

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	137007	2573139.88	141110559	06/18/2025	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	07/28/2020	Exercised Shares	ISSUER			112087	07/28/2020	Cash
Common	04/01/2020	Restricted Stock	ISSUER			11177	04/01/2020	Not Applicable
Common	06/12/2024	Restricted Stock	ISSUER			13743	06/12/2024	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

Nothing to Report

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 are being sold under this Form 144?

The filing covers 137,007 common shares.

What is the estimated value of the shares to be sold?

The aggregate market value is listed as $2,573,139.88.

When is the planned sale date for the MGNI shares?

The approximate sale date is 18 June 2025.

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

Roughly 0.10 % of the 141,110,559 shares outstanding.

Has the seller made other sales in the past three months?

No. The form states "Nothing to Report" for prior three-month sales.

Which broker is handling the transaction?

Morgan Stanley Smith Barney LLC, Executive Financial Services, New York.