Magnite expects about $1.8M in annual interest savings

Magnite says the repricing will yield approximately $1.8 million in annualized cash interest savings, while the term-loan maturity remains February 2031.

Rhea-AI Filing Summary

Magnite, Inc. (MGNI) completed its third repricing of the $358 million senior secured term loan and repriced its $175 million senior secured revolving credit facility on October 7, 2026. The term-loan margin decreased 50 basis points, to Term SOFR + 2.50% from Term SOFR + 3.00%. The revolving-facility margin decreased 100 basis points, to Term SOFR plus 2.50%–3.00% from Term SOFR plus 3.50%–4.00%.

Magnite said the term-loan repricing will yield approximately $1.8 million in annualized cash interest savings. The company described the new term-loan rate as a cumulative reduction of 250 basis points from the rate before the February 2024 refinancing. The term loan remains due in February 2031, and the revolving credit facility matures in February 2029; the company said the term-loan maturity did not change and other material terms remain substantially unchanged.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior secured term loan facility: $358 million Senior secured revolving credit facility: $175 million Term-loan rate: Term SOFR + 2.50% (from Term SOFR + 3.00%) +3 more

6 metrics

Senior secured term loan facility $358 million Due February 2031

Senior secured revolving credit facility $175 million Matures February 2029

Term-loan rate Term SOFR + 2.50% (from Term SOFR + 3.00%) Reduced by 50 basis points on October 7, 2026

Revolving-facility margin Term SOFR + 2.50%–3.00% (from Term SOFR + 3.50%–4.00%) Reduced by 100 basis points

Annualized cash interest savings Approximately $1.8 million From the term-loan repricing

Cumulative term-loan rate reduction 250 basis points Compared with the rate before the February 2024 refinancing

Key Terms

Term SOFR, applicable margin, senior secured term loan facility, revolving credit facility, +1 more

5 terms

Term SOFR financial

"Term SOFR + 2.50%"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

applicable margin financial

"reduces the applicable margin for the term loans"

Applicable margin is the extra percentage added to a base interest rate to calculate the actual interest a borrower pays on a floating-rate loan or credit line. Investors care because it directly affects a company’s borrowing cost—higher margins raise interest expense and reduce profit and cash flow, while lower margins make financing cheaper; think of it as a variable surcharge on a sale price that reflects the lender’s view of risk.

senior secured term loan facility financial

"$358 million senior secured term loan facility"

A senior secured term loan facility is a type of borrowed money that a company takes out, which is backed by its valuable assets like property or equipment. Because it is secured by these assets and ranks higher in repayment priority, it is considered safer for lenders and typically offers lower interest rates. For investors, it provides a relatively stable and priority claim on the company's assets if it encounters financial difficulties.

revolving credit facility financial

"$175 million senior secured revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

basis points financial

"reduces the interest rate by 50 basis points"

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much will Magnite (MGNI) save from the credit-facility repricing?

Magnite said the term-loan repricing will yield approximately $1.8 million in annualized cash interest savings. The company also described the change as reducing annualized interest expense by an additional $1.8 million.

What are Magnite’s new term-loan and revolving-credit rates?

The term-loan rate is now Term SOFR + 2.50%, down from Term SOFR + 3.00%. Revolving-credit-facility borrowings now bear interest at Term SOFR plus a margin of 2.50%–3.00%, down from Term SOFR plus 3.50%–4.00%.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001595974 0001595974 2026-10-07 2026-10-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

October 7, 2026

Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36384		20-8881738
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1250 Broadway, 9th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.00001 per share		MGNI		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 7, 2026, Magnite, Inc. (the “Company”), a Delaware corporation, entered into that certain Amendment No. 3 (“Amendment No. 3”) to that certain Credit Agreement, dated February 6, 2024, by and among the Company, Morgan Stanley Senior Funding, Inc., as the term facility administrative agent, Citibank, N.A., as revolving facility administrative agent, collateral agent and swingline lender and the several banks and other financial institutions or entities from time to time party thereto (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”).

Amendment No. 3, among other things, reduces the applicable margin for the term loans bearing an interest at Term SOFR (as defined in the Credit Agreement) rate by 50 basis points to Term SOFR + 2.50% (from the previous rate of Term SOFR + 3.00%) and reduces the applicable margin for the revolving loans to Term SOFR plus a margin ranging from 2.50% - 3.00% (from the previous range of Term SOFR plus 3.50% - 4.00%).

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by the full text of Amendment No. 3, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 7, 2026, the Company issued a press release announcing entry into Amendment No. 3. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		Amendment No. 3, dated as of October 7, 2026 among Magnite, Inc., as the borrower, Morgan Stanley Senior Funding, Inc., as the term facility administrative agent, and Citibank, N.A., as revolving facility administrative agent, collateral agent and swingline lender and each Issuing Bank and Lender party thereto (each as defined therein), which amended that certain Credit Agreement, dated as of February 6, 2024.
99.1		Press Release of Magnite, Inc. announcing Magnite Successfully Completes Term Loan and Revolving Credit Facility Repricing issued October 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				MAGNITE, INC.
Date: October 7, 2026				By:		/s/ Brian Gephart
						Brian Gephart
						Chief Financial Officer

Exhibit 99.1

Magnite Successfully Completes Term Loan and Revolving Credit Facility Repricing

Reduces Term Loan B Interest Rate by an Additional 50 Basis Points

Generates Approximately $1.8 Million in Annualized Interest Savings

NEW YORK, New York – Oct.7, 2026 – Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising company, today announced the third successful repricing of its $358 million senior secured term loan facility (Term Loan) due February 2031 and the repricing of its $175 million senior secured revolving credit facility (Revolving Credit Facility) that matures in February 2029.

The Term Loan repricing reduces the interest rate by 50 basis points to Term SOFR + 2.50% (from Term SOFR + 3.00%). The rate reduction will yield approximately $1.8 million in annualized cash interest savings. The interest rate improvement represents a cumulative reduction of 250 basis points compared to the rate prior to the refinancing of the Term Loan in February of 2024. There are no changes to the maturity of the Term Loan following this repricing, and all other terms are substantially unchanged.

In addition, the interest rate margin under the $175 million Revolving Credit Facility was reduced by 100 basis points. Borrowings under the Revolving Credit Facility will now bear interest at Term SOFR plus a margin ranging from 2.5% - 3.0%, a reduction from the previous margin range of 3.5% - 4.0%. All other material terms remain substantially unchanged.

“The successful repricing of both our Term Loan B and Revolving Credit Facility reflects the continued strength of our balance sheet, robust cash flow generation, and the ongoing confidence of our lending partners in Magnite’s long-term growth trajectory,” said Brian Gephart, CFO of Magnite. “By driving down our borrowing costs across both facilities, we have reduced our annualized interest expense by an additional $1.8 million. Lowering our cost of capital provides us with enhanced financial flexibility while better optimizing value for our shareholders.”

About Magnite

We’re Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising company. Publishers use our technology to monetize their content across all screens and formats including CTV, online video, display, and audio. The world’s leading agencies and brands trust our platform to access brand-safe, high-quality ad inventory and execute billions of advertising transactions each month. Anchored in bustling New York City, sunny Los Angeles, mile high Denver, historic London, colorful Singapore, and down under in Sydney, Magnite has offices across North America, EMEA, LATAM, and APAC.

Investor Relations Contact

Nick Kormeluk

(949) 500-0003

nkormeluk@magnite.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 4.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 1.3 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB