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MAGNITE, INC.

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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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.

Jun 30, 2026 · Filed Aug 5, 2026

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.

(b) Use of Proceeds

Not Applicable.

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

Common stock repurchases during the quarter ended June 30, 2026 were as follows (in thousands, except per share amounts):

Period · Total Number of Shares Purchased · Average Price Paid per Share · Total Number of Shares Purchased as Part of a Publicly Announced Program · Approximate Dollar Value of Shares that May Yet be Purchased Under the Program
Equity withholding(1)—$——$—
Repurchase program(2)86$11.8586$184,970
Equity withholding(1)519$12.91—$—
Repurchase program(2)1,518$13.201,518$164,931
Equity withholding(1)—$——$—
Repurchase program(2)—$——$164,931
2,1231,604

(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 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 June 30, 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 June 30, 2026, $164.9 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.

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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.