Magnite executive exercises options, sells 24,986 shares

Rhea-AI Filing Summary

MAGNITE, INC. Chief Product Officer Adam Lee Soroca exercised 24,986 employee stock options at $4.92 per share on September 2, 2025, receiving the same number of common shares. He then sold 9,269 shares at a weighted average $24.22 and 15,717 shares at $24.97, in trades made pursuant to a Rule 10b5-1 trading plan adopted May 28, 2025. After these transactions he directly holds 346,393 shares of common stock and 96,657 options that remain outstanding. The options were fully vested and granted as compensation for services.

Insights

Financial Analyst

TL;DR: Routine option exercise and systematic sales under a 10b5-1 plan; modest insider dilution in holdings, not a clear signal of corporate change.

The reporting shows a standard exercise of fully vested employee options and contemporaneous sales executed under a pre-established Rule 10b5-1 trading plan. The transactions converted 24,986 options into shares and resulted in the sale of all 24,986 shares across two weighted-average price bands, reducing the reporting person’s holdings by 24,986 shares (from 371,379 to 346,393). For investors, this is a common liquidity action by an officer and is typically considered routine when performed under a 10b5-1 plan rather than ad hoc sales.

Corporate Governance Expert

TL;DR: Transactions comply with governance best practices by using a pre-existing 10b5-1 plan and documenting ranges for weighted-average sale prices.

The filing explicitly states the trades were made pursuant to a Rule 10b5-1 plan adopted May 28, 2025, which supports an affirmative defense to insider trading allegations. The filer discloses weighted-average sale prices and offers to provide per-price share counts on request, enhancing transparency. The options exercised were fully vested and granted as compensation, consistent with routine executive equity compensation realization. No other governance issues or unusual terms are disclosed in this Form 4.

Insider Trade Summary

Exercise and Sale: 24,986 shares ($494K approx. pre-tax spread)

Exercise and Sale 4 txns

Insider Soroca Adam Lee

Role CHIEF PRODUCT OFFICER

Sold 24,986 shs ($617K)

Approx. gross sale proceeds $617K

Approx. exercise cost $123K

Approx. pre-tax spread $494K

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy)	24,986	$0.00	$0.00
Exercise	Common Stock	24,986	$4.92	$123K
Sale	Common Stock	9,269	$24.22	$224K
Sale	Common Stock	15,717	$24.97	$392K

Holdings After Transaction: Employee Stock Option (Right to Buy) — 96,657 contracts (Direct); Common Stock — 346,393 shares (Direct)

Footnotes (5)

1. F1. This exercise and subsequent sale were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.74 to $24.66, 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.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.78 to $25.05, 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.
4. F4. The stock options have fully vested and are immediately exercisable.
5. F5. Granted as compensation for services.

Key Figures

Options Exercised: 24,986 shares Exercise Price: $4.92 per share Shares Sold at $24.22: 9,269 shares +4 more

7 metrics

Options Exercised 24,986 shares Employee stock options exercised on September 2, 2025

Exercise Price $4.92 per share Exercise price of employee stock options

Shares Sold at $24.22 9,269 shares Weighted average sale price $24.22; range $23.74–$24.66

Shares Sold at $24.97 15,717 shares Weighted average sale price $24.97; range $24.78–$25.05

Total Shares Sold 24,986 shares Aggregate common shares sold on September 2, 2025

Post-Transaction Common Shares 346,393 shares Direct common stock holdings after reported transactions

Options Remaining 96,657 options Employee stock options remaining after exercise

Key Terms

Rule 10b5-1 trading plan, weighted average price, Employee Stock Option, immediately exercisable

4 terms

Rule 10b5-1 trading plan regulatory

"made 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.

Employee Stock Option financial

"security_title: Employee Stock Option (Right to Buy)"

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

immediately exercisable financial

"The stock options have fully vested and are immediately exercisable."

FAQ

What transactions did MAGNITE, INC. (MGNI) insider Adam Lee Soroca report?

Adam Lee Soroca exercised 24,986 stock options at $4.92 per share and sold the resulting 24,986 common shares in two trades on September 2, 2025, under a Rule 10b5-1 trading plan adopted May 28, 2025.

How many MAGNITE (MGNI) shares did Adam Lee Soroca sell and at what prices?

Soroca sold 9,269 shares at a weighted average price of $24.22 and 15,717 shares at a weighted average $24.97, with individual trades ranging between $23.74–$25.05, all on September 2, 2025.

What stock options did Adam Lee Soroca exercise in MAGNITE (MGNI)?

He exercised 24,986 employee stock options with an exercise price of $4.92 per share. These options were fully vested, granted as compensation for services, and left 96,657 options still outstanding after the reported transactions.

How many MAGNITE (MGNI) shares does Adam Lee Soroca hold after these trades?

Following the reported transactions, Soroca directly holds 346,393 shares of common stock. This figure represents his post-transaction common stock position and is in addition to 96,657 remaining employee stock options.

Were Adam Lee Soroca’s MAGNITE (MGNI) trades made under a Rule 10b5-1 plan?

Yes. The exercise and subsequent sale were conducted pursuant to a Rule 10b5-1 trading plan adopted by Soroca on May 28, 2025, indicating the transactions followed a pre-established, SEC-recognized trading arrangement.

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Accepted by SEC EDGAR 09/04/2025 - 05:00 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).

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^*

Soroca Adam Lee

(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 PRODUCT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		M(1)		24,986	A	$4.92	371,379	D
Common Stock	09/02/2025		S(1)		9,269	D	$24.22(2)	362,110	D
Common Stock	09/02/2025		S(1)		15,717	D	$24.97(3)	346,393	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
Employee Stock Option (Right to Buy)	$4.92	09/02/2025		M(1)			24,986	(4)	02/20/2029	Common Stock	24,986	$0(5)	96,657	D

Explanation of Responses:

1. This exercise and subsequent sale were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.74 to $24.66, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.78 to $25.05, 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.

4. The stock options have fully vested and are immediately exercisable.

5. Granted as compensation for services.

	/s/ Aaron Saltz, attorney-in-fact	09/04/2025
	** 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.
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