Magnite director receives 13,798-share equity award

Rossman James reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Rossman James reported acquisition or exercise transactions in this Form 4 filing.

MAGNITE, INC. director James Rossman received a grant of 13,798 shares of common stock in the form of restricted stock units as compensation for services. These units were awarded at no cash cost to him and increase his direct holdings to 107,477 shares after the transaction.

The restricted stock units vest in full on the earliest of June 8, 2027, the date of Magnite’s 2027 annual stockholders’ meeting, or a change of control of the company. Until vesting, the award remains subject to these time- and event-based conditions.

Insider Trade Summary

Grant/Award: 13,798 shares

Grant/Award 1 txn

Insider Rossman James

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13,798	$0.00	$0.00

Holdings After Transaction: Common Stock — 107,477 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Granted as compensation for services.

Key Figures

RSU grant size: 13,798 shares Grant price per share: $0.00 per share Total holdings after grant: 107,477 shares +2 more

5 metrics

RSU grant size 13,798 shares Restricted stock units granted to director on June 8, 2026

Grant price per share $0.00 per share Reported transaction price for RSU award

Total holdings after grant 107,477 shares Direct ownership following the reported transaction

Vesting date trigger June 8, 2027 Latest date when RSUs vest in full if no earlier event

Alternative vesting triggers 2027 annual meeting or change of control Other events that cause full vesting

Key Terms

restricted stock units, change of control, grant, award, or other acquisition, compensation for services

4 terms

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."

FAQ

What did Magnite (MGNI) director James Rossman report in this Form 4?

James Rossman reported receiving 13,798 restricted stock units of Magnite common stock as compensation. The award was granted at no cash cost to him and increased his direct holdings to 107,477 shares following the transaction.

How many Magnite (MGNI) shares does James Rossman hold after this grant?

After the reported grant, James Rossman directly holds 107,477 shares of Magnite common stock. This total includes the newly awarded 13,798 restricted stock units, which were granted as part of his compensation for board service.

When do James Rossman’s new Magnite (MGNI) restricted stock units vest?

The 13,798 restricted stock units vest in full on the earliest of June 8, 2027, the date of Magnite’s 2027 annual stockholders’ meeting, or a change of control of the company. Vesting must meet one of these specific timing or event conditions.

Was cash paid for the Magnite (MGNI) shares reported in this Form 4?

No cash was paid for these shares. The 13,798 restricted stock units were granted at a reported price of $0.00 per share as compensation for services, reflecting a stock-based award rather than an open-market purchase.

What type of transaction is shown in this Magnite (MGNI) Form 4?

The filing shows a grant or award acquisition of 13,798 restricted stock units of Magnite common stock to director James Rossman. It is categorized as an acquisition transaction, not an open-market buy or sell of existing shares.

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Accepted by SEC EDGAR 06/10/2026 - 08:47 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Rossman James

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/08/2026		A		13,798(1)	A	$0(2)	107,477	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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-fact	06/10/2026
	** Signature of Reporting Person	Date
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)