MAGNITE, INC.
For the period ended Mar 31, 2026. Filed May 6, 2026.
View on SEC.govAbout 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, 2026 · Filed May 6, 2026
MGNI$29.04+6.0%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001595974-25-000043
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001595974-26-000022
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 18 previous paragraphs and 18 current paragraphs.
11 unchanged; 3 reworded; 4 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
(2) On February 1, 2024, our Board of Directors approved a share repurchase program (the "2024 Repurchase Plan") under which the Company was 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 2024 Repurchase Plan through February 1, 2026 have been subsequently retired, which was recorded as a reduction in additional paid in capital. The average price per share purchased under the 2024 Repurchase Plan includes broker commission costs. The 2024 Repurchase Plan expired on February 1, 2026. The amounts above do not include the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022.
Current report
(3) On February 23, 2026, our Board of Directors approved a new repurchase plan (the "2026 Repurchase Plan") under which the Company is authorized to repurchase common stock, with an aggregate market value of up to $200.0 million, through February 29, 2028. Shares repurchased under the 2026 Repurchase Plan in the quarter ended March 31, 2026 have been subsequently retired, which was recorded as a reduction in additional paid in capital. The average price per share purchased under the 2026 Repurchase Plan includes broker commission costs. As of March 31, 2026, $186.0 million remains available under the 2026 Repurchase Plan. The amounts above do not include the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022.
Current report
(1) Mr. Soroca ceased serving as our Chief Product Officer effective April 8, 2026.
Removed paragraphs (4)
Previous report
Our litigation with Google LLC presents potential risks that could adversely affect our business, results of operations and financial condition.
Previous report
On September 16, 2025, we filed a lawsuit in the U.S. District Court for the Eastern District of Virginia against Google LLC ("Google") seeking financial damages and other remedies (the "Google Action") in light of the U.S. District Court’s ruling that Google had engaged in unlawful anticompetitive practices with respect to certain ad tech markets. Google is a significant participant in the digital advertising ecosystem and both a major partner and competitor to Magnite and a significant portion of our revenue is generated through our relationship with Google. The Google Action is in its early stages, and the outcome and timing of the Google Action is uncertain and difficult to predict. The Google Action presents several risks to our business, including the potential for retaliatory actions by Google. Any such actions could disrupt our ability to serve our customers and partners, reduce our revenue, and harm our relationships with publishers and advertisers. The Google Action may be costly, protracted, and divert management's attention and resources from our business operations. Any damages awarded may not be commensurate with our expectations, and we may not receive any monetary damages at all. The existence of the Google Action and any potential retaliatory measures could also negatively affect our reputation and our ability to compete, potentially causing our business, financial condition, and results of operations to be materially and adversely affected.
Previous report
None (except as previously disclosed).
Previous report
(1) Mr. Barrett’s plan was terminated following the sale of all vested RSUs eligible for sale in his account.
Reworded paragraphs (3)
Previous wording
Investing in our common stock involves a high degree of risk. We describe risks associated with our business in Part I, Item 1A: "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A "Risk Factors" of our Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the "Risk Factors"). Each of the risks described in our Risk Factors may be relevant to decisions regarding an investment in or ownership of our stock. The occurrence of any such risks could have a significant adverse effect on our reputation, business, financial condition, revenue, results of operations, growth, or ability to accomplish our strategic objectives, and could cause the trading price of our common stock to decline. You should carefully consider such risks and the other information contained in this report, including our condensed consolidated financial statements and related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations, before making investment decisions related to our common stock.
Current wording
Investing in our common stock involves a high degree of risk. We describe risks associated with our business in Part I, Item 1A: "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025. Each of the risks described in our Risk Factors may be relevant to decisions regarding an investment in or ownership of our stock. The occurrence of any such risks could have a significant adverse effect on our reputation, business, financial condition, revenue, results of operations, growth, or ability to accomplish our strategic objectives, and could cause the trading price of our common stock to decline. You should carefully consider such risks and the other information contained in this report, including our condensed consolidated financial statements and related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations, before making investment decisions related to our common stock.
Previous wording
The following risk factor supplements the Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our Quarterly Report on Form 10-Q for the period ended March 31, 2025. Except as set forth below, there are no additional material changes to the Risk Factors of which we are currently aware; but our Risk Factors cannot anticipate and fully address all possible risks of investing in our common stock, the risks of investing in our common stock may change over time, and additional risks and uncertainties that we are not aware of, or that we do not consider to be material, may emerge. In addition, the economic impact of macroeconomic challenges, such as inflation, global conflict, capital market disruptions and the instability of financial institutions, the risk of a recession, and other macroeconomic factors may amplify many of the risks described in our risk factors. Accordingly, you are advised to consider additional sources of information and exercise your own judgment in addition to the information we provide.
Current wording
During the three months ended March 31, 2026, there have been no material changes to the Risk Factors of which we are currently aware; but our Risk Factors cannot anticipate and fully address all possible risks of investing in our common stock, the risks of investing in our common stock may change over time, and additional risks and uncertainties that we are not aware of, or that we do not consider to be material, may emerge. In addition,the economic impact of macroeconomic challenges, such as inflation, global conflict, capital market disruptions, the instability of financial institutions, the risk of a recession, significant volatility in commodity prices, including the price of oil, and their macroeconomic factors may amplify many of the risks described in our Risk Factors. Accordingly, you are advised to consider additional sources of information and exercise your own judgment in addition to the information we provide.
Previous wording
In the third quarter of 2025, the following trading plans were adopted orterminated by our Section 16 officers or directors:
Current wording
In the first quarter of 2026, the following trading plans were adopted orterminated by our Section 16 officers or directors: