Magnite director trades shares after stock grant

MAGNITE, INC. director David T. Pearson reported both an equity award and a share sale.

Rhea-AI Filing Summary

MAGNITE, INC. director David T. Pearson reported both an equity award and a share sale. He received 13,798 restricted stock units as compensation, which vest in full on the earliest of June 8, 2027, the 2027 annual stockholder meeting, or a change of control.

On June 10, 2026, he sold 10,766 shares of Common Stock in open-market transactions at a weighted average price of $15.65 per share, under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, he directly owns 79,001 shares of Magnite common stock.

Insider Trade Summary 10b5-1

Net Seller: 10,766 shares

Net Sell 2 txns

Insider PEARSON DAVID T.

Role Director

Sold 10,766 shs ($168K)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,766	$15.65	$168K
Grant/Award	Common Stock	13,798	$0.00	$0.00

Holdings After Transaction: Common Stock — 79,001 shares (Direct)

Footnotes (4)

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.
3. F3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 9, 2026.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.285 to $15.88, 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: $15.65 per share Price range: $15.285–$15.88 per share +4 more

7 metrics

Shares sold 10,766 shares Open-market sale on June 10, 2026

Sale price $15.65 per share Weighted average sale price

Price range $15.285–$15.88 per share Range of individual sale transactions

RSUs granted 13,798 units Restricted stock units granted as compensation

Post-transaction holdings 79,001 shares Common Stock directly owned after transactions

RSU vesting date trigger June 8, 2027 Earliest vesting date for RSU award

10b5-1 plan adoption date March 9, 2026 Adoption date of trading plan used for sale

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

"the date of the 2027 annual meeting... 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Magnite (MGNI) director David T. Pearson report in this Form 4?

David T. Pearson reported receiving a stock award and selling shares. He was granted 13,798 restricted stock units as compensation and later sold 10,766 shares of Magnite common stock in open-market transactions at a weighted average price of $15.65 per share.

How many Magnite (MGNI) shares did David T. Pearson sell and at what price?

David T. Pearson sold 10,766 shares of Magnite common stock. The sales occurred on June 10, 2026 at a weighted average price of $15.65, with individual trades executed between $15.285 and $15.88 per share, according to the filing footnote.

What equity award did David T. Pearson receive from Magnite (MGNI)?

He received an award of 13,798 restricted stock units. These RSUs vest in full on the earliest of June 8, 2027, the date of Magnite’s 2027 annual stockholder meeting, or a change of control of the company, and were granted as compensation for services.

How many Magnite (MGNI) shares does David T. Pearson hold after these transactions?

After the reported transactions, David T. Pearson directly owns 79,001 shares of Magnite common stock. This figure reflects his holdings following the June 10, 2026 open-market sale of 10,766 shares reported in the Form 4 filing with the SEC.

Were David T. Pearson’s Magnite (MGNI) share sales under a trading plan?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan. This pre-arranged plan was adopted on March 9, 2026, meaning the sale timing was scheduled in advance rather than decided at the time of the market transaction.

How do the restricted stock units for Magnite (MGNI) director Pearson vest?

The 13,798 restricted stock units vest on the earliest of three events. These are: June 8, 2027, the date of Magnite’s 2027 annual meeting of stockholders, or a change of control of Magnite, according to the Form 4 footnote disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 08:45 PM EDT 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).

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^*

PEARSON DAVID T.

(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)	89,767	D
Common Stock	06/10/2026		S(3)		10,766	D	$15.65(4)	79,001	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.

3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 9, 2026.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.285 to $15.88, 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)