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MAGNITE INC

For the period ended Mar 31, 2025. Filed May 7, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 7, 2025

MGNI$28.52-1.8%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Recent Sales of Unregistered Securities

None (except as previously disclosed).

(b) Use of Proceeds

Not Applicable.

(c) Purchases of Equity Securities by the Company and Affiliated Purchasers

Common stock repurchases during the quarter ended March 31, 2025 were as follows (in thousands, except per share amounts):

Period · Total Number of Shares Purchased · Average Price per Share · Total number of shares purchased as part of a Publicly Announced Program · Maximum Approximate Dollar Value that May Yet be Purchased Under the Program
Equity withholding(1)1$16.09—$—
Repurchase program(2)—$——$110,427
Equity withholding(1)1,020$19.89—$—
Repurchase program(2)—$——$110,427
Equity withholding(1)1$11.52—$—
Repurchase program(2)1,500$12.821,500$91,198
2,5221,500

(1) Upon vesting of most restricted stock units or stock awards, we are required to deposit minimum statutory employee withholding taxes on behalf of the holders of the vested awards. As reimbursement for these tax deposits, we have the option to withhold from shares otherwise issuable upon vesting a portion of those shares with a fair market value equal to the amount of the deposits we paid. Withholding of shares in this manner is accounted for as a repurchase of common stock.

(2)On February 1, 2024, our Board of Directors approved a share repurchase program (the "February 2024 Repurchase Plan") under which the Company is authorized to repurchase common stock or Convertible Senior Notes, with an aggregate market value of up to $125.0 million, through February 1, 2026. Shares repurchased under the February 2024 Repurchase Plan in the quarter ended March 31, 2025 have been subsequently retired, which was recorded as a reduction in additional paid in capital. The average price paid per share purchased under the February 2024 Repurchase Plan includes broker commission costs. As of March 31, 2025, $91.2 million remains available under the February 2024 Repurchase Plan.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.