STOCK TITAN

MGNI Executive Offloads 71K Shares After Option Exercise

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Magnite (NASDAQ:MGNI) filed a Form 4 disclosing that CFO David Day exercised 71,000 stock options at $5.28 and immediately sold the same number of common shares.

The trades, executed on 24 & 26 June 2025 under a pre-arranged Rule 10b5-1 plan, generated gross proceeds of roughly $1.45 million (35k @ $19.95, 36k @ $20.95). Following these transactions, Day’s direct ownership fell to 443,528 shares, a reduction of about 14% of his prior holdings.

The options stem from an April 2021 grant that vests monthly through April 2030. No additional derivatives were sold, and Day retains 44,784 unexercised options from the award. The sizeable sale may influence investor sentiment given the executive’s senior role.

Positive

  • None.

Negative

  • CFO sold 71,000 shares (~14% of personal holdings) for approximately $1.45 million, signalling potential insider profit-taking.

Insights

TL;DR: CFO liquidated $1.45 M in shares, cutting stake 14%—generally a bearish governance signal.

Magnitude: 71,000 shares sold at ~4× exercise cost represents a meaningful cash-out above the $1 million materiality threshold.
Timing: Transactions were executed under a 10b5-1 plan adopted 13 Mar 2025, limiting intent speculation but not market impact.
Ownership Impact: Post-sale holdings of 443,528 shares still align incentives, yet disposal of 14% reduces exposure.
Market Read-through: Large planned sales by a finance chief can weigh on sentiment, especially heading into earnings or strategic events. Watch upcoming guidance for confirmation.

TL;DR: Sale is sizable but pre-planned; risk impact leans neutral, monitor if pattern repeats.

The sale’s dollar size is material, but Rule 10b5-1 mechanics mitigate informational asymmetry risk. Day still holds nearly half-a-million shares, preserving long-term alignment. From a portfolio perspective, isolated insider sales rarely dictate allocation; however, consistent multi-executive selling would raise red flags. Investors should assess whether other insiders follow suit and whether Magnite’s cash-flow trajectory justifies management profit-taking.

Insider Day David
Role CHIEF FINANCIAL OFFICER
Sold 71,000 shs ($1.45M)
Type Security Shares Price Value
Exercise Employee Stock Option (Right to Buy) 36,000 $0.00 --
Exercise Common Stock 36,000 $5.28 $190K
Sale Common Stock 36,000 $20.95 $754K
Exercise Employee Stock Option (Right to Buy) 35,000 $0.00 --
Exercise Common Stock 35,000 $5.28 $185K
Sale Common Stock 35,000 $19.95 $698K
Holdings After Transaction: Employee Stock Option (Right to Buy) — 44,784 shares (Direct); Common Stock — 479,528 shares (Direct)
Footnotes (1)
  1. The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2025. 25% of the stock options vested on April 1, 2021 and the remaining options shares vested in 36 equal installments each calendar month thereafter. Granted as compensation for services.
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).
X
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*
Day David

(Last) (First) (Middle)
C/O MAGNITE, INC.
1250 BROADWAY, 15TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MAGNITE, INC. [ MGNI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 06/24/2025 M(1) 35,000 A $5.28 478,528 D
Common Stock 06/24/2025 S(1) 35,000 D $19.95 443,528 D
Common Stock 06/26/2025 M(1) 36,000 A $5.28 479,528 D
Common Stock 06/26/2025 S(1) 36,000 D $20.95 443,528 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
Employee Stock Option (Right to Buy) $5.28 06/24/2025 M(1) 35,000 (2) 04/01/2030 Common Stock 35,000 $0(3) 80,784 D
Employee Stock Option (Right to Buy) $5.28 06/26/2025 M(1) 36,000 (2) 04/01/2030 Common Stock 36,000 $0(3) 44,784 D
Explanation of Responses:
1. The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2025.
2. 25% of the stock options vested on April 1, 2021 and the remaining options shares vested in 36 equal installments each calendar month thereafter.
3. Granted as compensation for services.
/s/ Aaron Saltz, attorney-in-fact 06/26/2025
** 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.

FAQ

How many Magnite shares did CFO David Day sell on 24 & 26 June 2025?

Day sold a total of 71,000 shares of MGNI common stock—35,000 on 24 Jun 2025 and 36,000 on 26 Jun 2025.

What was the total dollar value of David Day's MGNI share sale?

Based on reported sale prices ($19.95 and $20.95), proceeds are estimated at ~$1.45 million before taxes and fees.

How many MGNI shares does the CFO still own after these transactions?

Following the sales, Day directly owns 443,528 Magnite shares.

Were the MGNI insider transactions executed under a 10b5-1 plan?

Yes. The filing states all trades were made under a Rule 10b5-1 plan adopted on 13 March 2025.