Form 4: Magnite Director Douglas Knopper Receives 10,766 Restricted Stock Units as Compensation

Magnite, Inc. Director Douglas S. Knopper was granted 10,766 shares of common stock in the form of restricted stock units as compensation for services, increasing his direct beneficial ownership to 160,115 shares.

Summary

• Douglas S. Knopper, a Director of Magnite, Inc. (MGNI), acquired 10,766 shares of common stock on June 5, 2025.
• The acquisition was in the form of restricted stock units (RSUs) and was granted as compensation for services.
• The RSUs were granted at a price of $0 per share.
• These restricted stock units are set to vest in full on the earliest of June 5, 2026, the date of Magnite's 2026 annual meeting of stockholders, or upon a change of control of the Issuer.
• Following this transaction, Mr. Knopper's direct beneficial ownership of Magnite common stock increased to 160,115 shares.

Sentiment

Score: 6

Explanation: The document reports a routine compensation event for a director, which is generally a neutral to slightly positive signal as it aligns director interests with shareholders. It does not contain information that would significantly alter the company's financial outlook or operational status.

Positives

• The grant of restricted stock units to Director Douglas S. Knopper aligns his interests with long-term shareholder value through equity compensation.
• The vesting schedule, tied to future dates or a change of control, incentivizes continued service and strategic oversight.

Future Outlook

The restricted stock units granted to Director Knopper are forward-looking, with vesting contingent on future dates (June 5, 2026, or the 2026 annual meeting) or a change of control, indicating a commitment to long-term retention and performance alignment.

Management Comments

• The restricted stock units were granted as compensation for services, reflecting standard practice for director remuneration.

Industry Context

The grant of restricted stock units to a director is a common practice in the technology and media industry for executive and board compensation, aiming to align the interests of leadership with long-term company performance and shareholder value. This type of equity compensation is a standard component of remuneration packages for directors in publicly traded companies.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as compensation for directors is a widely adopted practice across various industries, including technology and advertising technology, where Magnite operates. Companies like The Trade Desk (TTD), PubMatic (PUBM), and Criteo (CRTO) also utilize equity-based compensation to incentivize their board members and executives.
• The vesting schedule, tied to a specific future date or an annual meeting, is typical for director RSU grants, ensuring continued engagement and oversight.
• The grant price of $0 for RSUs is standard, as they represent a right to receive shares upon vesting, often granted in lieu of or in addition to cash compensation for services.

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to Director Douglas S. Knopper constitutes a related party transaction, as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: Minor potential for dilution upon vesting of RSUs, but generally viewed positively as it aligns director incentives with long-term company performance.
• Employees: No direct impact mentioned, but reflects standard compensation practices for leadership.

Next Steps

• Vesting of the 10,766 restricted stock units on the earliest of June 5, 2026, the date of the 2026 annual meeting of stockholders, or a change of control of Magnite, Inc.

Key Dates

Keywords

Magnite, MGNI, Douglas Knopper, Restricted Stock Units, RSU, Director Compensation, Insider Transaction, Beneficial Ownership, SEC Form 4, Equity Compensation