Magnite CFO Brian Gephart receives 64,682 stock units

Accelerated vesting may apply if Gephart’s employment is terminated under certain circumstances.

Rhea-AI Filing Summary

Magnite, Inc. (MGNI) Chief Financial Officer Brian Gephart acquired 64,682 restricted stock units on October 1, 2026. His reported direct position following the transaction was 167,010 shares. The grant is under the Amended and Restated 2014 Equity Incentive Plan. Vesting is scheduled in installments from November 15, 2027, through November 15, 2030, subject to continued service through each vesting date.

Insider Trade Summary

Grant/Award: 64,682 shares

Grant/Award 1 txn

Insider Gephart Brian

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	64,682	$0.00	$0.00

Holdings After Transaction: Common Stock — 167,010 shares (Direct)

Footnotes (2)

1. F1. Represents restricted stock units that vest as follows: 17,518 on November 15, 2027, 4,043 on each February 15, May 15, August 15, and November 15 thereafter until August 15, 2030 and 2,691 on November 15, 2030, subject to continued service to the Issuer through each vesting date. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances.
2. F2. Equity grant under the Company's Amended and Restated 2014 Equity Incentive Plan.

Key Figures

Restricted stock units awarded: 64,682 units Reported direct position following transaction: 167,010 shares First scheduled vesting installment: 17,518 units +2 more

5 metrics

Restricted stock units awarded 64,682 units Awarded October 1, 2026

Reported direct position following transaction 167,010 shares After the October 1, 2026 transaction

First scheduled vesting installment 17,518 units November 15, 2027

Scheduled vesting installment 4,043 units Each February 15, May 15, August 15, and November 15 thereafter until August 15, 2030

Final scheduled vesting installment 2,691 units November 15, 2030

Key Terms

restricted stock units, vest, accelerated vesting, Amended and Restated 2014 Equity Incentive Plan

4 terms

restricted stock units financial

"Represents restricted stock units that vest as follows"

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.

vest financial

"restricted stock units that vest as follows"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

accelerated vesting financial

"may be subject to accelerated vesting"

A contract feature that makes stock awards, options, or restricted shares become owned or exercisable earlier than the original schedule. It shortens or cancels the waiting period so recipients can sell, transfer, or exercise their equity sooner — think of a timed lock that is unlocked ahead of schedule. It matters to investors because it changes when shares enter the market, who controls them, and how much dilution or ownership concentration happens.

Amended and Restated 2014 Equity Incentive Plan financial

"under the Company's Amended and Restated 2014 Equity Incentive Plan"

FAQ

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

What plan covers Brian Gephart’s MGNI stock award?

The grant is under Magnite’s Amended and Restated 2014 Equity Incentive Plan. It may be subject to accelerated vesting if Brian Gephart’s employment is terminated under certain circumstances.

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

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Available on EDGAR 10/02/2026 - 04:22 PM Accepted by SEC EDGAR 10/02/2026 - 04:21 PM 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).

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^*

Gephart Brian

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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	10/01/2026		A		64,682(1)	A	$0(2)	167,010	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 as follows: 17,518 on November 15, 2027, 4,043 on each February 15, May 15, August 15, and November 15 thereafter until August 15, 2030 and 2,691 on November 15, 2030, subject to continued service to the Issuer through each vesting date. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances.

2. Equity grant under the Company's Amended and Restated 2014 Equity Incentive Plan.

Remarks:

	/s/ Aaron Saltz, attorney-in-fact	10/02/2026
	** 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)