Magnite (MGNI) director Diane Yu awarded 13,798 restricted stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MAGNITE, INC. director Diane Yu received an equity award of 13,798 shares of common stock in the form of restricted stock units as compensation for services. The award was granted at a price of $0.00 per share and increases her direct holdings to 81,279 shares.

The restricted stock units 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. This filing reflects a routine, compensation-related acquisition rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Yu Diane

Role null

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

Holdings After Transaction: Common Stock — 81,279 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.

Key Figures

RSU grant size: 13,798 shares Grant price: $0.00 per share Holdings after grant: 81,279 shares +1 more

4 metrics

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

Grant price $0.00 per share Equity compensation award, non-cash

Holdings after grant 81,279 shares Total direct common stock holdings following transaction

Vesting date trigger June 8, 2027 Earliest stated vesting date for RSUs

Key Terms

restricted stock units, change of control, annual meeting of the Issuer's stockholders, 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.

annual meeting of the Issuer's stockholders financial

"(ii) the date of the 2027 annual meeting of the Issuer's stockholders..."

compensation for services financial

"Granted as compensation for services."

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 08:54 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^*

Yu Diane

(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⁾	81,279	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.

	/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 did Magnite (MGNI) director Diane Yu report in this Form 4 filing?

Diane Yu reported receiving 13,798 restricted stock units of Magnite common stock as a compensation grant. The award was recorded at $0.00 per share and is structured to vest in full upon specific future conditions, reflecting a routine, non-market compensation transaction.

How many Magnite (MGNI) shares does Diane Yu hold after this reported grant?

After the reported grant, Diane Yu directly holds 81,279 shares of Magnite common stock. This total includes the newly awarded 13,798 restricted stock units, which are subject to vesting conditions tied to time, the 2027 annual meeting, or a corporate change of control event.

When do Diane Yu’s newly granted 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 stockholder meeting, or a change of control. These conditions mean the award is long-term oriented and linked to ongoing board service and company control events.

Was cash paid for the Magnite (MGNI) shares granted to Diane Yu?

No cash was paid for this award; the filing shows a grant price of $0.00 per share. The 13,798 restricted stock units were granted as equity compensation for services, a common structure for director pay that aligns interests with other shareholders without an open-market purchase.

Is Diane Yu’s Magnite (MGNI) Form 4 transaction a market buy or sell of shares?

The transaction is not a market buy or sell. It is classified as a grant or award acquisition of 13,798 restricted stock units, reported under transaction code “A.” This reflects standard director compensation rather than an active trading decision in Magnite’s stock on the open market.