STOCK TITAN

Magnite Insider Trims Stake 59% in Planned $2.6M Share Sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

On 18 June 2025, company director James Rossman executed an open-market sale of 137,007 common shares under a Rule 10b5-1 trading plan adopted on 10 March 2025. The weighted-average sale price reported was $18.78 per share, with individual trades ranging from $18.78 to $18.82. Gross proceeds are therefore approximately $2.6 million (calculated from the weighted price disclosed).

After the transaction Rossman retains 93,679 shares held directly. Based on the reported numbers, the sale reduced his direct ownership by roughly 59 percent. No derivative securities were exercised or reported, and no additional purchases or sales were disclosed.

The filing is routine in that it documents a pre-planned disposition, yet the size of the sale may draw investor attention because it involves a majority of the insider’s previously held shares. Because the transaction was executed pursuant to a 10b5-1 plan, signaling risk is mitigated but not eliminated.

Positive

  • Sale executed under a pre-arranged Rule 10b5-1 plan, reducing concerns about opportunistic insider timing and supporting governance transparency.

Negative

  • Director disposed of 137,007 shares, cutting his direct stake by roughly 59%, which some investors may interpret as reduced insider confidence.

Insights

TL;DR – Director sells 137k MGNI shares (~$2.6m) via 10b5-1 plan; signal largely neutral but trims stake 59%.

The trade shows a substantial reduction in Director James Rossman’s direct holdings—from roughly 231k to 94k shares—suggesting limited near-term confidence but executed under a pre-arranged plan, reducing adverse interpretation. Transaction value of about $2.6 million is small relative to Magnite’s market capitalization, so fundamental impact on valuation is negligible. Liquidity effect is minimal and no derivatives were involved. Overall market reaction is expected to be muted, though some investors may perceive heightened governance scrutiny due to the sizable percentage sold.

TL;DR – Large insider sale balanced by 10b5-1 disclosure; governance risk low.

From a governance standpoint, the clear disclosure of the 10b5-1 plan, adoption date, and weighted-average pricing fulfils best-practice transparency. The director retains nearly 94k shares, keeping an economic stake aligned with shareholders. While a 59% reduction invites questions about future commitment, the plan’s existence weakens any inference of opportunistic timing. No red flags such as option exercises, concurrent resignations, or clustered insider selling are evident. Therefore, the event is classified as neutral for governance risk.

Insider Rossman James
Role Director
Sold 137,007 shs ($2.57M)
Type Security Shares Price Value
Sale Common Stock 137,007 $18.78 $2.57M
Holdings After Transaction: Common Stock — 93,679 shares (Direct)
Footnotes (1)
  1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.78 to $18.82, 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 ranges set forth in this footnote.
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*
Rossman James

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025
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 06/18/2025 S(1) 137,007 D $18.78(2) 93,679 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 10, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.78 to $18.82, 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 ranges set forth in this footnote.
/s/ Aaron Saltz, attorney-in-fact 06/20/2025
** 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 (MGNI) shares did Director James Rossman sell?

He sold 137,007 common shares on 18 June 2025.

At what price were the MGNI shares sold?

The weighted-average price was $18.78, with individual trades between $18.78 and $18.82.

Does Rossman still own Magnite shares after the sale?

Yes, he still directly owns 93,679 shares following the transaction.

Was the sale part of a Rule 10b5-1 trading plan?

Yes. The plan was adopted on 10 March 2025, and the sale was executed under its terms.

What is the approximate value of the MGNI shares sold?

Based on the weighted-average price, the sale is valued at roughly $2.6 million.

Did the filing report any derivative security transactions?

No derivative securities were acquired or disposed of in this filing.