MGNI

EX-99.1

2 a991-earningsq22026.htm

EX-99.1

Document

Exhibit 99.1

Magnite Reports Second Quarter 2026 Results

Contribution ex-TAC(1) Grows 17% Year-Over-Year

Contribution ex-TAC(1) from CTV Grows 36% Year-Over-Year

Adjusted EBITDA(1) Grows 30% Year-Over-Year

Adjusted EBITDA Margin(2) of 37% in Second Quarter

NEW YORK, August 5, 2026 – Magnite (NASDAQ: MGNI), the largest independent sell-side advertising company, today reported its results of operations for the quarter ended June 30, 2026.

Q2 2026 Highlights:

•Revenue of $192.8 million, up 11% year-over-year

•Contribution ex-TAC(1) of $189.6 million, up 17% year-over-year, exceeded the high end of the guidance range of $177 to $181 million

•Contribution ex-TAC(1) attributable to CTV of $97.1 million, up 36% year-over-year, exceeded the high end of the guidance range of $90 to $92 million

•Contribution ex-TAC(1) attributable to DV+ of $92.5 million, up 2% year-over-year, exceeded high end of the guidance range of $87 to $89 million

•Net income of $19.4 million, or $0.13 per diluted share, compared to a net income of $11.1 million, or $0.08 per share for Q2 2025

•Adjusted EBITDA(1) of $70.6 million, up 30% year-over-year, representing a 37% Adjusted EBITDA margin(2), compared to Adjusted EBITDA(1) of $54.4 million or a 34% margin in Q2 2025

•Non-GAAP earnings per share(1) of $0.26, compared to non-GAAP earnings per share(1) of $0.20 for Q2 2025

•Operating cash flow(3) of $57.4 million

Q3 2026 Expectations:

•Total Contribution ex-TAC(1) to be between $188 million and $192 million

•Contribution ex-TAC(1) attributable to CTV to be between $98 million and $100 million

•Contribution ex-TAC(1) attributable to DV+ to be between $90 million and $92 million

•Adjusted EBITDA operating expenses(4) to be between $119 million and $121 million

Full-Year 2026 Expectations:

•Raising total Contribution ex-TAC(1) growth to be between 13% and 14%, up from at least 11%

•Raising Adjusted EBITDA(1) percentage growth to be greater than 20% from the mid-teens

•Raising Adjusted EBITDA margin(2) to be at least 37% from at least 35.5%

•Raising free cash flow(5) growth to be in the high 40% range from the mid 30% range

“We significantly beat consensus expectations on both the top and bottom line in the second quarter, driven by outperformance in CTV—which grew 36% year-over-year—and a return to growth in DV+. Our CTV momentum continues to be broad-based across leading publisher partners and anchored by the strategic differentiation of SpringServe. On the bottom line, we delivered 30% Adjusted EBITDA growth with a 37% margin. Given this strong execution and ongoing shift toward programmatic streaming, we are also raising both our full-year top-line and margin expectations. Furthermore, we are pleased with our agentic product launches and partner support, and view these as a great future tailwind. We are uniquely positioned between supply and

1

demand, and with our agentic offerings we believe we will benefit from serving as vital infrastructure for the future of digital advertising,” said Michael G. Barrett, CEO of Magnite.

2

Magnite Second Quarter 2026 Results Summary

(in millions, except per share amounts and percentages)

Three Months EndedSix Months Ended

June 30, 2026June 30, 2025Change Favorable/ (Unfavorable)June 30, 2026June 30, 2025Change Favorable/ (Unfavorable)

Revenue$192.8$173.311%$357.2$329.19%

Gross profit$130.8$108.421%$234.7$201.417%

Contribution ex-TAC(1)

$189.6$162.017%$350.5$307.814%

Net income$19.4$11.175%$23.8$1.5NM

Adjusted EBITDA(1) $70.6$54.430%$113.5$91.224%

Adjusted EBITDA margin(2) 37%34%3.0 ppt32%30%2 ppt

Basic earnings per share$0.14$0.0875%$0.17$0.01NM

Diluted earnings per share$0.13$0.0863%$0.16$0.01NM

Non-GAAP earnings per share(1)

$0.26$0.2030%$0.39$0.3222%

NM = Not meaningful

Footnotes:

(1)Contribution ex-TAC, Adjusted EBITDA, and non-GAAP earnings per share are non-GAAP financial measures. Please see the discussion in the section called "Non-GAAP Financial Measures" and the reconciliations included at the end of this press release.

(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Contribution ex-TAC.

(3)Operating cash flow is calculated as Adjusted EBITDA less capital expenditures.

(4)Adjusted EBITDA operating expenses is calculated as Contribution ex-TAC less Adjusted EBITDA.

(5) Free cash flow is defined as operating cash flow (Adjusted EBITDA less capital expenditures) less net interest expense.

Second Quarter 2026 Results Conference Call and Webcast:

The Company will host a conference call on August 5, 2026 at 1:30 PM (PT) / 4:30 PM (ET) to discuss the results for its second quarter of 2026.

Live conference call

Toll free number:(800) 715-9871 (for domestic callers)

Direct dial number:(646) 307-1963 (for international callers)

Passcode:Ask to join the Magnite conference call

Simultaneous audio webcast: http://investor.magnite.com under "Events and Presentations"

Conference

EX-99.1

2 a991-earningsq12026.htm

EX-99.1

Document

Exhibit 99.1

Magnite Reports First Quarter 2026 Results

Contribution ex-TAC(1) Grows 10% Year-Over-Year

Contribution ex-TAC(1) from CTV Grows 30% Year-Over-Year and Now Over 50% of Total

NEW YORK, May 6, 2026 – Magnite (NASDAQ: MGNI), the largest independent sell-side advertising company, today reported its results of operations for the quarter ended March 31, 2026.

Q1 2026 Highlights:

•Revenue of $164.4 million, up 6% year-over-year

•Contribution ex-TAC(1) of $160.9 million, up 10% year-over-year, at the high end of the guidance range of $157 to $161 million

•Contribution ex-TAC(1) attributable to CTV of $82.3 million, up 30% year-over-year, within the guidance range of $81 to $83 million

•Contribution ex-TAC(1) attributable to DV+ of $78.6 million, down 5% year-over-year, exceeded high end of guidance of $76 to $78 million

•Net income of $4.4 million, or $0.03 per diluted share, compared to a net loss of $9.6 million, or $0.07 per share for Q1 2025

•Adjusted EBITDA(1) of $42.9 million, up 16% year-over-year, representing a 27% Adjusted EBITDA margin(2), compared to Adjusted EBITDA(1) of $36.8 million or a 25% margin in Q1 2025

•Non-GAAP earnings per share(1) of $0.13, compared to non-GAAP earnings per share(1) of $0.12 for Q1 2025

•Operating cash flow(3) of $23.3 million

Q2 2026 Expectations:

•Total Contribution ex-TAC(1) to be between $177 million and $181 million

•Contribution ex-TAC(1) attributable to CTV to be between $90 million and $92 million

•Contribution ex-TAC(1) attributable to DV+ to be between $87 million and $89 million

•Adjusted EBITDA operating expenses(4) to be between $115 million and $117 million

Full-Year 2026 Expectations:

•Reaffirm total Contribution ex-TAC(1) growth of at least 11%

•Reaffirm Adjusted EBITDA(1) percentage growth in the mid-teens

•Raise Adjusted EBITDA margin(2) to be at least 35.5% from greater than 35%

•Raise free cash flow(5) growth to be in the mid 30% range from greater than 30%

“Magnite once again exceeded total top and bottom line expectations, with growth paced by CTV at 30%. Our CTV success is broad based and supported by publisher, agency and DSP momentum. Buyer marketplaces coupled with ClearLine, live sports, and strong SMB trends continue to support the growth acceleration in CTV. AI is also becoming foundational in almost every area of our business, from agentic buying, to creative development, to inventory curation, to workflow. It is powering greater productivity throughout our ecosystem and company. We are starting to see some improvements in key areas of DV+, namely mobile app and commerce media partners. We also remain ready in our DV+ business, as it relates to pending remedies related to the Google trial.” said Michael G. Barrett, CEO of Magnite.

1

Magnite First Quarter 2026 Results Summary

(in millions, except per share amounts and percentages)

Three Months Ended

March 31, 2026March 31, 2025Change Favorable/ (Unfavorable)

Revenue$164.4$155.86%

Gross profit$104.0$93.012%

Contribution ex-TAC(1)

$160.9$145.810%

Net income (loss)

$4.4($9.6)NM

Adjusted EBITDA(1) $42.9$36.816%

Adjusted EBITDA margin(2) 26.6%25.2%1.4 ppt

Basic earnings (loss) per share

$0.03($0.07)NM

Diluted earnings (loss) per share

$0.03($0.07)NM

Non-GAAP earnings per share(1)

$0.13$0.128%

NM = Not meaningful

Footnotes:

(1)Contribution ex-TAC, Adjusted EBITDA, and non-GAAP earnings per share are non-GAAP financial measures. Please see the discussion in the section called "Non-GAAP Financial Measures" and the reconciliations included at the end of this press release.

(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Contribution ex-TAC.

(3)Operating cash flow is calculated as Adjusted EBITDA less capital expenditures.

(4)Adjusted EBITDA operating expenses is calculated as Contribution ex-TAC less Adjusted EBITDA.

(5) Free cash flow is defined as operating cash flow (Adjusted EBITDA less capital expenditures) less net interest expense.

First Quarter 2026 Results Conference Call and Webcast:

The Company will host a conference call on May 6, 2026 at 1:30 PM (PT) / 4:30 PM (ET) to discuss the results for its first quarter of 2026.

Live conference call

Toll free number:(844) 875-6911 (for domestic callers)

Direct dial number:(412) 902-6511 (for international callers)

Passcode:Ask to join the Magnite conference call

Simultaneous audio webcast: http://investor.magnite.com under "Events and Presentations"

Conference call replay

Toll free number: (855) 669-9658 (for domestic callers)

Direct dial number:(412) 317-0088 (for international callers)

Passcode: 5995164

Webcast link: http://investor.magnite.com under "Events and Presentations"

About Magnite

We’re Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising company. Publishers use our technology to monetize their content across all screens and formats including CTV, online video, display, a

mgni-202602250001595974FALSE00015959742026-02-252026-02-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

February 25, 2026 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3638420-8881738 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1250 Broadway, 9th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name on each exchange on which registered

Common stock, par value $0.00001 per share MGNINasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 2.02. Results of Operations and Financial Condition. On February 25, 2026, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter and year ended December 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated February 25, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:February 25, 2026  By:/s/ David Day David Day Chief Financial Officer

mgni-202511050001595974FALSE00015959742025-11-052025-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

November 5, 2025 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 9th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On November 5, 2025, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended September 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated November 5, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:November 5, 2025  By:/s/ David Day David Day Chief Financial Officer

mgni-202508060001595974FALSE00015959742025-08-062025-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

August 6, 2025 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On August 6, 2025, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended June 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated August 6, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:August 6, 2025  By:/s/ David Day David Day Chief Financial Officer

mgni-202505070001595974FALSE00015959742025-05-072025-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

May 7, 2025 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On May 7, 2025, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended March 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated May 7, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:May 7, 2025  By:/s/ David Day David Day Chief Financial Officer

mgni-202502260001595974FALSE00015959742025-02-262025-02-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

February 26, 2025 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3638420-8881738 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name on each exchange on which registered

Common stock, par value $0.00001 per share MGNINasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 2.02. Results of Operations and Financial Condition. On February 26, 2025, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter and year ended December 31, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated February 26, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:February 26, 2025  By:/s/ David Day David Day Chief Financial Officer

mgni-202411070001595974FALSE00015959742024-11-072024-11-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

November 7, 2024 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On November 7, 2024, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended September 30, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated November 7, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:November 7, 2024  By:/s/ David Day David Day Chief Financial Officer

mgni-202408070001595974FALSE00015959742024-08-072024-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

August 7, 2024 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On August 7, 2024, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended June 30, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated August 7, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:August 7, 2024  By:/s/ David Day David Day Chief Financial Officer

mgni-202405080001595974FALSE00015959742024-05-082024-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

May 8, 2024 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On May 8, 2024, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended March 31, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated May 8, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:May 8, 2024  By:/s/ David Day David Day Chief Financial Officer

mgni-202402280001595974FALSE00015959742024-02-282024-02-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

February 28, 2024 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3638420-8881738 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name on each exchange on which registered

Common stock, par value $0.00001 per share MGNINasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 2.02. Results of Operations and Financial Condition. On February 28, 2024, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter and year ended December 31, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated February 28, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:February 28, 2024  By:/s/ David Day David Day Chief Financial Officer

mgni-202311080001595974FALSE00015959742023-11-082023-11-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

November 8, 2023 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On November 8, 2023, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended September 30, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated November 8, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:November 8, 2023  By:/s/ David Day David Day Chief Financial Officer

mgni-202308090001595974FALSE00015959742023-08-092023-08-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

August 9, 2023 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On August 9, 2023, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended June 30, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated August 9, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:August 9, 2023  By:/s/ David Day David Day Chief Financial Officer

mgni-202305100001595974FALSE00015959742023-05-102023-05-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

May 10, 2023 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On May 10, 2023, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended March 31, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated May 10, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:May 10, 2023  By:/s/ David Day David Day Chief Financial Officer

mgni-202302220001595974FALSE00015959742023-02-222023-02-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

February 22, 2023 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3638420-8881738 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name on each exchange on which registered

Common stock, par value $0.00001 per share MGNINasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 2.02. Results of Operations and Financial Condition. On February 22, 2023, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter and year ended December 31, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated February 22, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:February 22, 2023  By:/s/ David Day David Day Chief Financial Officer

mgni-202211090001595974FALSE00015959742022-11-092022-11-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

November 9, 2022 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On November 9, 2022, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended September 30, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated November 9, 2022

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:November 9, 2022  By:/s/ David Day David Day Chief Financial Officer

mgni-202208090001595974FALSE00015959742022-08-092022-08-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

August 9, 2022 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On August 9, 2022, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended June 30, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated August 9, 2022

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:August 9, 2022  By:/s/ David Day David Day Chief Financial Officer

mgni-202205040001595974FALSE00015959742022-05-042022-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

May 4, 2022 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s) Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On May 4, 2022, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended March 31, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated May 4, 2022

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:May 4, 2022  By:/s/ David Day David Day Chief Financial Officer

mgni-202202230001595974FALSE00015959742022-02-232022-02-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

February 23, 2022 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3638420-8881738 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name on each exchange on which registered

Common stock, par value $0.00001 per share MGNINasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 2.02. Results of Operations and Financial Condition. On February 23, 2022, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter and year ended December 31, 2021. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated February 23, 2022

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:February 23, 2022  By:/s/ David Day David Day Chief Financial Officer

mgni-202111030001595974FALSE00015959742021-11-032021-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

November 3, 2021 Date of Report (Date of earliest event reported)

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

Delaware001-36384 20-8881738 (State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

1250 Broadway, 15th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

(212) 243-2769

(Registrant’s telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s) Name on each exchange on which registered Common stock, par value $0.00001 per shareMGNINasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition. On November 3, 2021, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended September 30, 2021. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit NumberDescription 99.1Press release dated November 3, 2021

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNITE, INC.

Date:November 3, 2021  By:/s/ David Day David Day Chief Financial Officer