Magnite Insider Filing: Rule 10b5-1 Sale of 16.8K Shares by CLO

Rhea-AI Filing Summary

Magnite, Inc. (MGNI) – Form 4 insider transaction

Chief Legal Officer Aaron Saltz reported the sale of 16,788 shares of common stock on 16-Jun-2025 at $17.50 per share. The transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on 14-Mar-2025, indicating it was pre-scheduled. Following the sale, Saltz continues to hold 279,388 shares directly.

No derivative securities were transacted, and the filing does not disclose additional purchases, options exercises, or dispositions. The filing was signed on 18-Jun-2025 and reflects a single-person submission.

Key take-aways for investors

• Insider is reducing—not increasing—equity exposure, though holdings remain sizable.
• The Rule 10b5-1 plan mitigates concerns of opportunistic selling but does not eliminate potential negative market signaling.
• The transaction size represents ~6.0% of Saltz’s post-sale ownership (16,788 ÷ (279,388 + 16,788)).

Positive

• None.

Negative

• Senior officer reduced shareholdings by 16,788 shares, which may be interpreted as a cautious view despite being executed under a Rule 10b5-1 plan.

Insights

Securities Analyst

TL;DR: Small planned insider sale; neutral-to-slightly negative market signal.

The disposal of just under 17 k shares by the CLO is modest relative to his remaining 279 k-share stake, equating to roughly one week of average MGNI trading volume. The presence of a pre-arranged 10b5-1 plan reduces interpretation risk, yet insider selling—especially by senior officers—typically skews investor sentiment negative in the short term. No accompanying purchase or option exercise offsets the signal. Fundamentally, the event does not affect Magnite’s cash flows or capital structure; therefore, valuation impact should be limited and largely sentiment-driven.

Corporate Governance Expert

TL;DR: Governance-compliant 10b5-1 plan, minimal governance risk.

Saltz’s use of a 10b5-1 plan adopted three months earlier demonstrates adherence to best-practice governance, shielding both the officer and the company from allegations of trading on material non-public information. The filing is timely and fully compliant with Section 16 reporting. From a governance lens, the action is routine and does not raise red flags. However, continued sequential sales by multiple executives could cumulatively erode investor confidence; this single instance does not yet reach that threshold.

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^*

Saltz Aaron

(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 LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		S(1)		16,788	D	$17.5	279,388	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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2025.

	/s/ Aaron Saltz	06/18/2025
	** 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 MGNI shares did Chief Legal Officer Aaron Saltz sell?

He sold 16,788 shares of Magnite common stock.

At what price were the MGNI shares sold?

The shares were sold at $17.50 per share.

When was the transaction executed according to the Form 4?

The sale occurred on 16-Jun-2025.

Does the filing indicate the sale was under a Rule 10b5-1 trading plan?

Yes, the Form 4 states the trade was under a Rule 10b5-1 plan adopted on 14-Mar-2025.

What is Aaron Saltz’s remaining MGNI share ownership after the sale?

He now directly owns 279,388 shares.

Were any derivative securities exercised or disposed of in this filing?

No; no derivative security transactions were reported.