Was Douglas Knopper’s MAGNITE (MGNI) share sale made under a Rule 10b5-1 plan?

Yes. The Form 4 states the reported MAGNITE share sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Douglas S. Knopper on December 12, 2025. Such pre-arranged plans schedule trades in advance under preset conditions to provide structured disposition of shares.

MAGNITE (MGNI) director gets 13,798-share award and sells 10,766 shares

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

MAGNITE, INC. director Douglas S. Knopper reported both an equity award and a share sale. On June 8, 2026, he received 13,798 shares of Common Stock as a grant at $0.00 per share, representing restricted stock units that vest in full on the earliest of June 8, 2027, the 2027 annual stockholder meeting date, or a change of control. On June 10, 2026, he sold 10,766 Common Stock shares in an open-market transaction at a weighted average price of $15.73 per share under a Rule 10b5-1 trading plan adopted on December 12, 2025, with individual trade prices ranging from $15.29 to $15.90. Following these transactions, he directly holds 163,147 Common Stock shares.

Insider Trade Summary 10b5-1

Net Seller: 10,766 shares ($169,349)

Net Sell 2 txns

Insider Knopper Douglas S

Role null

Sold 10,766 shs ($169K)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,766	$15.73	$169K
Grant/Award	Common Stock	13,798	$0.00	--

Holdings After Transaction: Common Stock — 163,147 shares (Direct, null)

Footnotes (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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.29 to $15.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

Key Figures

Shares sold: 10,766 shares Sale price: $15.73 per share Equity grant: 13,798 shares +3 more

6 metrics

Shares sold 10,766 shares Open-market sale of Common Stock on June 10, 2026 at weighted average price

Sale price $15.73 per share Weighted average price for June 10, 2026 sale; trades from $15.29 to $15.90

Equity grant 13,798 shares Common Stock grant on June 8, 2026 as compensation, via restricted stock units

Post-transaction holdings 163,147 shares Common Stock directly held after reported transactions

Grant price $0.00 per share Compensation-related equity award with no cash purchase price

Vesting date trigger June 8, 2027 Earliest vesting date for restricted stock units, subject to meeting other conditions

Key Terms

restricted stock units, Rule 10b5-1 trading plan, weighted average price, change of control

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.

Rule 10b5-1 trading plan regulatory

"The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

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.

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 08:50 PM

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^*

Knopper Douglas S

(Last)

(First)

(Middle)

C/O MAGNITE, INC.

1250 BROADWAY, 9TH FLOOR

(Street)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/08/2026		A		13,798⁽¹⁾	A	$0⁽²⁾	173,913	D
Common Stock	06/10/2026		S⁽³⁾		10,766	D	$15.73⁽⁴⁾	163,147	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.29 to $15.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

	/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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did MAGNITE (MGNI) director Douglas Knopper report?

Douglas S. Knopper reported a grant of 13,798 MAGNITE Common Stock shares and an open-market sale of 10,766 shares. The grant was compensation-related, while the sale was executed under a pre-arranged Rule 10b5-1 trading plan using multiple trades within a defined price range.

How many MAGNITE (MGNI) shares does Douglas Knopper hold after these Form 4 transactions?

After the reported transactions, Douglas S. Knopper directly holds 163,147 shares of MAGNITE Common Stock. This figure reflects the net position following both the 13,798-share equity award on June 8, 2026, and the 10,766-share open-market sale on June 10, 2026.

What were the terms of Douglas Knopper’s MAGNITE (MGNI) restricted stock unit grant?

Knopper received 13,798 MAGNITE Common Stock shares as restricted stock units granted as compensation. These units vest in full on the earliest of June 8, 2027, the date of the 2027 annual stockholder meeting, or a change of control of MAGNITE, according to the disclosed footnote.

At what price did Douglas Knopper sell MAGNITE (MGNI) shares on June 10, 2026?

Knopper’s June 10, 2026 sale of 10,766 MAGNITE shares occurred at a weighted average price of $15.73 per share. The sale comprised multiple trades executed between $15.29 and $15.90 per share, as detailed in the transaction footnote on the Form 4 filing.

What type of Form 4 transaction code was used for Douglas Knopper’s MAGNITE (MGNI) trades?

The Form 4 shows code “A” for a 13,798-share grant, indicating a grant, award, or other acquisition of MAGNITE Common Stock. It also shows code “S” for a 10,766-share open-market sale, indicating shares sold in one or more transactions at market prices.