Form 4: Magnite President Receives Significant Equity Grant

Magnite's President of Operations, Katie Seitz Evans, was granted 127,273 restricted stock units and 42,757 performance stock units as part of an equity incentive plan.

Summary

• Katie Seitz Evans, President of Operations at Magnite, Inc. (MGNI), acquired 127,273 shares of common stock in the form of Restricted Stock Units (RSUs) on January 1, 2026.
• Additionally, Ms. Evans acquired 42,757 Performance Stock Units (PSUs) on the same date, representing a contingent right to receive one share of common stock per PSU upon vesting.
• Both the RSUs and PSUs were granted at a price of $0 under the Company's Amended and Restated 2014 Equity Incentive Plan.
• The RSUs will vest in tranches from February 15, 2027, to February 15, 2030, subject to continued service.
• The PSUs will generally vest on the three-year anniversary of the grant date (January 1, 2029), subject to continued service and the Issuer's total stockholder return (TSR) relative to the Russell 2000 index, with vesting eligible from 0% to 150% of the target number.
• Following these transactions, Ms. Evans beneficially owns 511,008 shares of common stock and 42,757 PSUs directly.

Sentiment

Score: 7

Explanation: The grant of significant equity to a key executive is generally a positive signal, indicating confidence in the company's future and aligning management incentives with shareholder value. The performance-based nature of the PSUs further strengthens this alignment.

Positives

• The equity grant aligns the interests of the President of Operations with those of shareholders, incentivizing long-term company performance.
• The Performance Stock Units (PSUs) are tied to the company's Total Stockholder Return (TSR) relative to the Russell 2000 index, providing a strong performance-based incentive.
• The grant demonstrates the company's commitment to retaining and rewarding key executive talent through its equity incentive plan.

Negatives

• The value of the equity grant is subject to future vesting conditions, including continued service and, for PSUs, specific performance targets, meaning the full value is not guaranteed.
• The grant has no immediate cash value to the recipient, as it consists of restricted and performance-based equity units.

Risks

• The vesting of both RSUs and PSUs is contingent upon the reporting person's continued service to the Issuer through each vesting date.
• The number of shares ultimately vested from the PSUs can range from 0% to 150% of the target, depending on Magnite's TSR performance relative to the Russell 2000 index over a three-year period, introducing performance risk.

Future Outlook

The future outlook for the reporting person's compensation is tied to Magnite's stock performance and her continued service, with PSUs specifically linked to the company's Total Stockholder Return relative to the Russell 2000 index over a three-year period starting January 1, 2026.

Industry Context

This equity grant is a standard practice in the ad-tech industry and broader technology sector to incentivize and retain key executives, aligning their long-term financial interests with the company's performance and shareholder value creation.

Stakeholder Impact

• Shareholders: The equity grant, particularly the performance-based PSUs, aligns the interests of a key executive with shareholder value creation, potentially leading to improved long-term performance.
• Employees (specifically the reporting person): The grant serves as a significant component of executive compensation, incentivizing retention and performance.

Next Steps

• The reporting person must continue service to Magnite, Inc. to meet the vesting conditions for both RSUs and PSUs.
• Magnite's Total Stockholder Return will be measured against the Russell 2000 index over one-year, two-year, and three-year periods starting January 1, 2026, to determine the final PSU vesting percentage.

Key Dates

Keywords

Magnite, MGNI, Equity Grant, Restricted Stock Units, Performance Stock Units, Insider Transaction, SEC Form 4, Executive Compensation, Stock Vesting, Corporate Governance