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  4. [Form 4] MAGNITE, INC. Insider Trading Activity

Director Robert Spillane awarded 13,798 RSUs at Magnite (NASDAQ: MGNI)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Spillane Robert F reported acquisition or exercise transactions in this Form 4 filing.

MAGNITE, INC. director Robert F. Spillane reported an award of 13,798 shares of Common Stock in the form of restricted stock units granted as compensation for services. These units vest in full on the earliest of June 8, 2027, the company’s 2027 annual stockholders’ meeting, or a change of control of the company. Following this award, Spillane directly holds 57,715 shares of Common Stock.

Positive

  • None.

Negative

  • None.
Insider Spillane Robert F
Role null
Type Security Shares Price Value
Grant/Award Common Stock 13,798 $0.00 --
Holdings After Transaction: Common Stock — 57,715 shares (Direct, null)
Footnotes (1)
  1. Represents restricted stock units that vest in full on the earliest of (i) June 8, 2027, (ii) the date of the 2027 annual meeting of the Issuer's stockholders, or (iii) a change of control of the Issuer. Granted as compensation for services.
RSU grant size 13,798 shares Restricted stock units of Common Stock granted June 8, 2026
Grant price $0.00 per share Reported transaction price for RSU award
Post-grant holdings 57,715 shares Total Common Stock held directly after transaction
Vesting date trigger June 8, 2027 One of the alternative vesting triggers for RSUs
restricted stock units financial
"Represents restricted stock units that vest in full on the earliest of (i) June 8, 2027..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
change of control financial
"...or (iii) a change of control of the Issuer."
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
compensation for services financial
"Granted as compensation for services."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Spillane Robert F
(Last)(First)(Middle)
C/O MAGNITE, INC.
1250 BROADWAY, 9TH FLOOR
(Street)
NEW YORK NEW YORK 10001
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MAGNITE, INC. [ MGNI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/08/2026A13,798(1)A$0(2)57,715D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents restricted stock units that vest in full on the earliest of (i) June 8, 2027, (ii) the date of the 2027 annual meeting of the Issuer's stockholders, or (iii) a change of control of the Issuer.
2. Granted as compensation for services.
/s/ Aaron Saltz, attorney-in-fact06/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did MAGNITE (MGNI) disclose for Robert F. Spillane?

MAGNITE disclosed that director Robert F. Spillane received 13,798 restricted stock units of Common Stock as a compensation grant. These RSUs were reported at a price of $0.00 per share and increase his direct holdings to 57,715 shares.

How do Robert F. Spillane’s new MAGNITE (MGNI) restricted stock units vest?

The 13,798 restricted stock units granted to Robert F. Spillane vest in full on the earliest of June 8, 2027, the 2027 annual meeting of MAGNITE stockholders, or a change of control of the company, aligning vesting with key corporate events.

Is the MAGNITE (MGNI) Form 4 transaction a market purchase or sale?

The Form 4 reports a compensation-related grant, not a market trade. Robert F. Spillane acquired 13,798 restricted stock units at a stated price of $0.00 per share, categorized as a grant or award acquisition rather than an open-market buy or sell.

What are Robert F. Spillane’s MAGNITE (MGNI) holdings after this Form 4?

After the reported grant, Robert F. Spillane directly holds 57,715 shares of MAGNITE Common Stock. This total includes the 13,798 restricted stock units that were awarded as compensation, subject to the specified vesting conditions and future service.

Why did MAGNITE (MGNI) grant restricted stock units to Robert F. Spillane?

The filing states the 13,798 restricted stock units were granted as compensation for services. Such equity awards are commonly used to align director incentives with shareholder interests by tying part of total compensation to future company performance and events.