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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
April 20, 2026
Date of Report (Date of earliest event reported)
MAGNITE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-36384 | 20-8881738 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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1250 Broadway, 9th Floor |
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New York, New York 10001 |
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| (Address of principal executive offices, including zip code) |
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(212) 243-2769 |
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| (Registrant’s telephone number, including area code) |
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| 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:
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| ☐ | 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:
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 20, 2026, Magnite, Inc. (the “Company”) announced that David Day plans to retire as the Company’s Chief Financial Officer. Mr. Day entered into a transition agreement pursuant to which he will continue to serve as CFO until September 30, 2026. After such date, it is expected that he will remain employed as a non-executive advisor through May 31, 2027 to assist with an orderly transition.
Item 7.01. Regulation FD Disclosure
On April 20, 2026, the Company issued a press release in connection with the Mr. Day’s retirement. A copy of the Company’s press release (the "Press Release") is furnished as Exhibit 99.1 and is incorporated herein by reference.
In addition, the Company reaffirmed its expectations with respect to financial performance for Q1 and full year 2026, as disclosed in the company’s Q4 2025 earnings release on February 25, 2026.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Forward-Looking Statements
This press release contains forward-looking statements, including statements concerning the Company’s guidance or expectations with respect to future financial performance. Forward-looking statements are based on assumptions and estimates, and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements, including factors identified under the caption “Risk Factors” in filings we have made and will make from time to time with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements are not guarantees of future performance or events and investors are cautioned not to place undue reliance on any forward-looking statement. Furthermore, forward-looking statements speak only as of the date on which they are made, and, except as required by law, the company disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | | Description |
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| 99.1 | | Press Release of Magnite, Inc., announcing Retirement of David Day, dated April 20, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | MAGNITE, INC. |
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Date: | April 20, 2026 | By: | /s/ Aaron Saltz |
| | | Aaron Saltz |
| | | Chief Legal Officer |
Exhibit 99.1
Magnite Announces Retirement of CFO David Day
Company Reaffirms Prior Expectations for Q1 & Full Year 2026
NEW YORK - April 20, 2026 - Magnite (Nasdaq: MGNI), the world’s largest independent sell-side advertising platform, today announced the retirement of David Day, Chief Financial Officer (CFO). To ensure a seamless transition, Mr. Day is expected to serve as CFO through September 30, 2026 and then as a special advisor through May 31, 2027. The Board of Directors has initiated a comprehensive search for a new CFO, which will include both external and internal candidates, and Mr. Day will actively participate in the process to find his successor.
“David has been an invaluable partner and a steady hand during a period of immense transformation for our company,” said Michael Barrett, CEO of Magnite. “From his early days helping lead Magnite’s predecessor, Rubicon Project, through its IPO, to his leadership over the last ten years as CFO, David’s financial stewardship has been essential in building the global leader we are today. We are grateful that he will continue to lead our finance organization as we conduct our search for his successor.”
“On behalf of the Board, I want to thank David for his extraordinary leadership during a period of significant growth for our company,” added Paul Caine, Chairman of the Board of Directors. “His strategic vision was instrumental in evolving our financial foundation to meet the demands of our dynamic industry.”
Mr. Day has been a cornerstone of Magnite’s leadership team, overseeing the company’s global financial operations, including planning, accounting, reporting, financial systems, tax, treasury, and investor relations. His tenure is marked by the pivotal 2020 merger between Rubicon Project and Telaria, and acquisition of SpotX and SpringServe, where he played a critical role in the financing, integration and the subsequent scaling of the unified Magnite brand.
“It has been an incredible journey to help lead Magnite through such a dynamic era of growth," said David Day. “I am immensely proud of the company we have built, our world class finance team, and the Company’s robust financial position, which leaves me more confident than ever in Magnite’s long-term success. My priority over the coming months is to ensure that our momentum continues uninterrupted, and to assist Michael and the Board in identifying the right CFO to help lead Magnite into the future.”
Prior to his role at Magnite, Mr. Day held executive roles at several high-growth technology companies including Overture Services, Yahoo! Search Marketing, Spot Runner and ReachLocal. Mr. Day began his career in public accounting with Arthur Andersen and PricewaterhouseCoopers, including an overseas assignment in Frankfurt, Germany.
Magnite reaffirms its expectations for Q1 and full year 2026, as disclosed in the company’s Q4 2025 earnings release on February 25, 2026.
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.
Forward-Looking Statements
This press release contains forward-looking statements, including statements concerning the Company’s CFO succession plan as well as statements concerning the Company’s guidance or expectations with respect to future financial performance. Forward-looking statements are based on assumptions and estimates, and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements, including factors identified under the caption “Risk Factors” in filings we have made and will make from time to time with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements are not guarantees of future performance or events and investors are cautioned not to place undue reliance on any
forward-looking statement. Furthermore, forward-looking statements speak only as of the date on which they are made, and, except as required by law, the company disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.
Media Contact:
Charlstie Veith
516.300.3569
cveith@magnite.com
Investor Contact:
Nick Kormeluk
949.500.0003
nkormeluk@magnite.com
