MGNI / Magnite, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 31, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 31, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numbe

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144)

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144) Know all by these presents, that the undersigned hereby constitutes and appoints each of Aaron Saltz, Brian Gephart and Elie Tawil, of Magnite, Inc.

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144)

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144) Know all by these presents, that the undersigned hereby constitutes and appoints each of Aaron Saltz, Brian Gephart and Elie Tawil, of Magnite, Inc.

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144)

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144) Know all by these presents, that the undersigned hereby constitutes and appoints each of Aaron Saltz, Brian Gephart and Elie Tawil, of Magnite, Inc.

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144)

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144) Know all by these presents, that the undersigned hereby constitutes and appoints each of Aaron Saltz, Brian Gephart and Elie Tawil, of Magnite, Inc.

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144)

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144) Know all by these presents, that the undersigned hereby constitutes and appoints each of Aaron Saltz, Brian Gephart and Elie Tawil, of Magnite, Inc.

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144)

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144) Know all by these presents, that the undersigned hereby constitutes and appoints each of Aaron Saltz, Brian Gephart and Elie Tawil, of Magnite, Inc.

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144)

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144) Know all by these presents, that the undersigned hereby constitutes and appoints each of Aaron Saltz, Brian Gephart and Elie Tawil, of Magnite, Inc.

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144)

POWER OF ATTORNEY (For Executing Forms 3, 4, and 5 and Form 144) Know all by these presents, that the undersigned hereby constitutes and appoints each of Aaron Saltz, Brian Gephart and Elie Tawil, of Magnite, Inc.

Magnite Reports Second Quarter 2025 Results Contribution ex-TAC(1) Grows 10% Year-Over-Year Contribution ex-TAC(1) from CTV Grows 14% Year-Over-Year

Exhibit 99.1 Magnite Reports Second Quarter 2025 Results Contribution ex-TAC(1) Grows 10% Year-Over-Year Contribution ex-TAC(1) from CTV Grows 14% Year-Over-Year NEW YORK, New York – August 6, 2025 – Magnite (NASDAQ: MGNI), the largest independent sell-side advertising company, today reported its results of operations for the quarter ended June 30, 2025. Q2 2025 Highlights: •Revenue of $173.3 mill

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 6, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 6, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 5, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

144

144 0001966857 XXXXXXXX LIVE 0001595974 MAGNITE, INC. 001-36384 1250 Broadway, 15th Floor New York NY 10001 (212) 243-2769 DAVID BUONASERA Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 8742 139872.00 141110559 05/27/2025 NASDAQ Common 05/15/2024 Restricted Stock ISSUER N 8742 05/15/2024 Not Applicable N DAVID BUONASERA 1250

Magnite Reports First Quarter 2025 Results Contribution ex-TAC(1) Grows 12% Year-Over-Year Contribution ex-TAC(1) from CTV Grows 15% Year-Over-Year Adjusted EBITDA(1) Grows 47% Year-Over-Year

Exhibit 99.1 Magnite Reports First Quarter 2025 Results Contribution ex-TAC(1) Grows 12% Year-Over-Year Contribution ex-TAC(1) from CTV Grows 15% Year-Over-Year Adjusted EBITDA(1) Grows 47% Year-Over-Year NEW YORK, New York – May 7, 2025 – Magnite (NASDAQ: MGNI), the largest independent sell-side advertising company, today reported its results of operations for the quarter ended March 31, 2025. Q1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 7, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 7, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(

Amendment No. 2, dated as of March 18, 2025 among Magnite, Inc., as the borrower, Morgan Stanley Senior Funding, Inc., as the term facility administrative agent, and Citibank, N.A., as revolving facility administrative agent, collateral agent and swingline lender and each Issuing Bank and Lender party thereto (each as defined therein), which amended that certain Credit Agreement, dated as of February 6, 2024.

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of March 18, 2025 (this “Amendment”), to the CREDIT AGREEMENT, dated as of February 6, 2024 (as amended by that certain Amendment No. 1, dated as of September 18, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”

Magnite Successfully Completes Second Term Loan Repricing Reduces Interest Rate by an Additional 75 Basis Points Over $2.7 Million in Yearly Interest Payment Savings

Exhibit 99.1 Magnite Successfully Completes Second Term Loan Repricing Reduces Interest Rate by an Additional 75 Basis Points Over $2.7 Million in Yearly Interest Payment Savings NEW YORK, New York – March 18, 2025 – Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising company, today announced the second successful repricing of its $363 million senior secured term loan fac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 18, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 18, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

List of Subsidiaries.

Exhibit 21.1 List of Subsidiaries Magnite Australia PTY Limited Magnite Servicos De Internet Ltda Magnite SARL Magnite GmbH Magnite AB Magnite S.R.L. Magnite K.K. Magnite Netherlands B.V. Magnite Singapore Pte Ltd. Magnite Ltd Magnite Canada, Inc. SlimCut Media Canada Inc. Magnite Apex, Inc. Magnite Advertising Solutions India Private Limited Magnite Bell, Inc. Rubicon Project Unlatch, Inc. Magnit

Insider Trading Policy

Exhibit 19 MAGNITE, INC. INSIDER TRADING POLICY 1.BACKGROUND AND PURPOSE. The federal securities laws prohibit any member of the Board of Directors (the “Directors”) of Magnite, Inc. (together with its subsidiaries, the “Company”) and any employee of the Company from purchasing, selling, gifting, or otherwise trading Company securities (which include stocks, bonds, debentures, options, puts and ca

Magnite Reports Fourth Quarter and Full-Year 2024 Results Total Revenue up 4% & Contribution ex-TAC(1) up 9% in Fourth Quarter Contribution ex-TAC(1) from CTV Grows 23% in Fourth Quarter Adjusted EBITDA Margin(2) of 42% in Fourth Quarter

Exhibit 99.1 Magnite Reports Fourth Quarter and Full-Year 2024 Results Total Revenue up 4% & Contribution ex-TAC(1) up 9% in Fourth Quarter Contribution ex-TAC(1) from CTV Grows 23% in Fourth Quarter Adjusted EBITDA Margin(2) of 42% in Fourth Quarter NEW YORK – February 26, 2025 – Magnite (NASDAQ: MGNI), the world's largest independent sell-side advertising company, today reported its results of o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 26, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 26, 2025 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 December 11, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Num

MGNI / Magnite, Inc. / RTL Group GmbH - FORM SC 13GA Passive Investment

SC 13G/A 1 dp218203sc13ga-2.htm FORM SC 13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* 2 Under the Securities Exchange Act of 1934 Magnite, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 78112V102 (CUSIP Number) November 12, 2024 (September 16, 2024) (Date of Event Which Requires Filing of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 November 7, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 November 7, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Magnite Reports Third Quarter 2024 Results Total Revenue Grows 8% & Contribution ex-TAC(1) Grows 12% Year-Over-Year Contribution ex-TAC(1) from CTV Grows 23% Year-Over-Year

Exhibit 99.1 Magnite Reports Third Quarter 2024 Results Total Revenue Grows 8% & Contribution ex-TAC(1) Grows 12% Year-Over-Year Contribution ex-TAC(1) from CTV Grows 23% Year-Over-Year NEW YORK, New York – November 7, 2024 – Magnite (NASDAQ: MGNI), the world's largest independent sell-side advertising company, today reported its results of operations for the quarter ended September 30, 2024. Q3 2

Magnite Successfully Completes Term Loan Repricing Reduces Interest Rate by 75 Basis Points, Over $2.7 Million in Yearly Interest Payment Savings

Exhibit 99.1 Magnite Successfully Completes Term Loan Repricing Reduces Interest Rate by 75 Basis Points, Over $2.7 Million in Yearly Interest Payment Savings NEW YORK, New York – Sept. 18, 2024 – Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising company, today announced the successful repricing of the outstanding loans under its senior secured term loan facility (Term

Amendment No. 1, dated as of September 18, 2024 among Magnite, Inc., as the borrower, Morgan Stanley Senior Funding, Inc., as the term facility administrative agent, and Citibank, N.A., as revolving facility administrative agent, collateral agent and swingline lender and each Issuing Bank and Lender party thereto (each as defined therein), which amended that certain Credit Agreement, dated as of February 6, 2024 (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Commission on September 18, 2024).

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of September 18, 2024 (this “Amendment”), to the CREDIT AGREEMENT, dated as of February 6, 2024 (as amended, restated, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”), among MAGNITE, INC., a Delawar

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 18, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 7, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 7, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Magnite Reports Second Quarter 2024 Results Total Revenue Grows 7% & Contribution ex-TAC(1) Grows 9% Year-Over-Year Contribution ex-TAC(1) from CTV Grows 12% Year-Over-Year

Exhibit 99.1 Magnite Reports Second Quarter 2024 Results Total Revenue Grows 7% & Contribution ex-TAC(1) Grows 9% Year-Over-Year Contribution ex-TAC(1) from CTV Grows 12% Year-Over-Year NEW YORK, New York – August 7, 2024 – Magnite (NASDAQ: MGNI), the world's largest independent sell-side advertising company, today reported its results of operations for the quarter ended June 30, 2024. Q2 2024 Hig

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 12, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 8, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 8, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Magnite Reports First Quarter 2024 Results Total Revenue Grows 15% & Contribution ex-TAC(1) Grows 12% Year-Over-Year Contribution ex-TAC(1) from CTV Grows 18% Year-Over-Year

Exhibit 99.1 Magnite Reports First Quarter 2024 Results Total Revenue Grows 15% & Contribution ex-TAC(1) Grows 12% Year-Over-Year Contribution ex-TAC(1) from CTV Grows 18% Year-Over-Year NEW YORK, New York – May 8, 2024 – Magnite (NASDAQ: MGNI), the world's largest independent sell-side advertising company, today reported its results of operations for the quarter ended March 31, 2024. Q1 2024 High

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

Form of Performance Stock Unit Grant Notice and Award Agreement for Employees under the Magnite, Inc.

Exhibit 10.07 MAGNITE, INC. 2014 EQUITY INCENTIVE PLAN PERFORMANCE STOCK UNIT GRANT NOTICE Notice is hereby given of the grant by Magnite, Inc. (the “Company”) to the Participant named below (the “Participant”) of a Performance Stock Unit Award under the Company’s 2014 Equity Incentive Plan (the “Plan”), which is available at https://www.sec.gov/Archives/edgar/data/1595974/000162828016014095/ex101

Magnite, Inc.

Exhibit 97 MAGNITE, INC. COMPENSATION RECOUPMENT (CLAWBACK) POLICY Recoupment of Incentive-Based Compensation It is the policy of Magnite, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any s

Form of Restricted Stock Unit Grant Notice and Award Agreement for Non-Employee Directors under the Magnite, Inc. Amended and Restated 2014 Equity Incentive Plan

Exhibit 10.14 MAGNITE, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE FOR NON-EMPLOYEE DIRECTORS Notice is hereby given of the grant by Magnite, Inc. (the “Company”) to the Participant named below (the “Participant”) of a Restricted Stock Unit Award under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), which is enclosed hereto as

Magnite Reports Fourth Quarter and Full-Year 2023 Results Total Revenue up 7% & Contribution ex-TAC(1) up 6% in Fourth Quarter Adjusted EBITDA Margin(2) of 43% in Fourth Quarter Full-Year 2023 CTV Ad Spend(3) Growth Over 20%

Exhibit 99.1 Magnite Reports Fourth Quarter and Full-Year 2023 Results Total Revenue up 7% & Contribution ex-TAC(1) up 6% in Fourth Quarter Adjusted EBITDA Margin(2) of 43% in Fourth Quarter Full-Year 2023 CTV Ad Spend(3) Growth Over 20% NEW YORK – February 28, 2024 – Magnite (NASDAQ: MGNI), the world's largest independent sell-side advertising company, today reported its results of operations for

Form of Restricted Stock Unit Grant Notice and Award Agreement for Employees under the Magnite, Inc. Amended and Restated 2014 Equity Incentive Plan

Exhibit 10.12 MAGNITE, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE FOR EMPLOYEES Notice is hereby given of the grant by Magnite, Inc. (the “Company”) to Participant named below (the “Participant”) of a Restricted Stock Unit Award under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), which is available at https://www.sec.gov/Ar

Form of Stock Option Grant Notice and Award Agreement for Employees under the Magnite, Inc. Amended and Restated 2014 Equity Incentive Plan

Exhibit 10.11 MAGNITE, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE FOR EMPLOYEES Notice is hereby given of the grant by Magnite, Inc. (the “Company”) to the Participant named below (the “Participant”) of an Option award as described below (the “Option”) under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”). The Option gives Participant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 28, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 28, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Num

Credit Agreement, dated as of February 6, 2024, by and among Magnite, Inc., Morgan Stanley Senior Funding, Inc. as term loan administrative agent and Citibank, N.A. as revolving facility administrative agent and collateral agent, and other lender parties thereto

Exhibit 10.28 EXECUTION VERSION CREDIT AGREEMENT dated as of February 6, 2024 among MAGNITE, INC. as the Borrower, THE LENDERS PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC. as Term Facility Administrative Agent CITIBANK, N.A., as Revolving Facility Administrative Agent and Collateral Agent, MORGAN STANLEY SENIOR FUNDING, INC., CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC, GOLDMAN SACHS BAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

List of Subsidiaries.

Exhibit 21.1 List of Subsidiaries Magnite Australia PTY Limited Magnite Servicos De Internet Ltda Magnite SARL Magnite GmbH Magnite AB Magnite S.R.L. Magnite K.K. Magnite Netherlands B.V. Magnite Singapore Pte Ltd. Magnite Ltd Magnite Canada, Inc. SlimCut Media Canada Inc. Magnite Apex, Inc. Magnite Advertising Solutions India Private Limited 5 Moon Media LLC Magnite Bell, Inc. Rubicon Project Unl

Form of Performance Stock Unit Grant Notice and Award Agreement for Employees under the Magnite, Inc. Amended and Restated 2014 Equity Incentive Plan

Exhibit 10.13 MAGNITE, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN PERFORMANCE STOCK UNIT GRANT NOTICE Notice is hereby given of the grant by Magnite, Inc. (the “Company”) to the Participant named below (the “Participant”) of a Performance Stock Unit Award under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), which is available at https://www.sec.gov/Archives/e

MGNI / Magnite, Inc. / GRANAHAN INVESTMENT MANAGEMENT INC/MA Passive Investment

SC 13G/A 1 fp0086874-8sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Magnite, Inc. (Name of Issuer) Common Stock, par value $0.00001 (Title of Class of Securities) 55955D100 (CUSIP Number)

MGNI / Magnite, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01388-magniteinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Magnite Inc Title of Class of Securities: Common Stock CUSIP Number: 55955D100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pu

Magnite Announces Closing of New Senior Secured Revolving Credit and Term Loan Facilities Approves New $125 million Repurchase Plan

Exhibit 99.1 Magnite Announces Closing of New Senior Secured Revolving Credit and Term Loan Facilities Approves New $125 million Repurchase Plan NEW YORK, February 6, 2024 - Magnite (NASDAQ: MGNI), the world's largest independent sell-side advertising company, today announced the closing of $540.0 million of new senior secured credit facilities (the “New Credit Facilities”). In addition, the compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 6, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 6, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numb

Magnite Announces Intention to Refinance Existing Credit Facilities

Exhibit 99.1 Magnite Announces Intention to Refinance Existing Credit Facilities NEW YORK, January 22, 2024 - Magnite (NASDAQ: MGNI), the world's largest independent sell-side advertising company, today announced its intention to refinance its outstanding senior secured credit facilities. The Company intends to replace its existing credit facilities, consisting of a $360.0 million term loan facili

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 22, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 22, 2024 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Magnite Reports Third Quarter 2023 Results Total Revenue Grows 3% & Contribution ex-TAC(1) Grows 4% Year-Over-Year CTV Share Gains Continue & Market Position Strengthens with Ad Spend(2) Growth Over 20%

Exhibit 99.1 Magnite Reports Third Quarter 2023 Results Total Revenue Grows 3% & Contribution ex-TAC(1) Grows 4% Year-Over-Year CTV Share Gains Continue & Market Position Strengthens with Ad Spend(2) Growth Over 20% NEW YORK, New York – November 8, 2023 – Magnite (NASDAQ: MGNI), the world's largest independent sell-side advertising company, today reported its results of operations for the quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 November 8, 2023 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numb

ibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on August 9, 2023)

Exhibit 10.1 MAGNITE, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN ORIGINALLY ADOPTED BY THE BOARD: November 14, 2013 ORIGINALLY APPROVED BY THE STOCKHOLDERS: March 14, 2014 ORIGINAL EFFECTIVE DATE: April 1, 2014 AMENDED BY THE BOARD: April 7, 2016 AMENDED AND RESTATED BY THE BOARD: April 20, 2023 APPROVED BY THE STOCKHOLDERS: June 14, 2023 1. GENERAL. (a) Plan History. The Plan originally

Magnite Reports Second Quarter 2023 Results Total Revenue Grows 11% & Contribution ex-TAC Grows 9% Year-Over-Year Contribution ex-TAC From CTV Grows 8% Year-Over-Year

Exhibit 99.1 Magnite Reports Second Quarter 2023 Results Total Revenue Grows 11% & Contribution ex-TAC Grows 9% Year-Over-Year Contribution ex-TAC From CTV Grows 8% Year-Over-Year NEW YORK, New York – August 9, 2023 – Magnite (Nasdaq: MGNI), the world's largest independent sell-side advertising company, today reported its results of operations for the quarter ended June 30, 2023. Q2 2023 Highlight

Amendment No. 2, dated as of June 14, 2023, to the Credit Agreement dated as of April 30, 2021, among Magnite, Inc. and Goldman Sachs Bank USA, as administrative agent and as collateral agent for the Lenders (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on August 9, 2023)

Exhibit 10.2 MAGNITE, INC. AMENDED AND RESTATED 2014 EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE The purpose of the Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Employees of Magnite, Inc., a Delaware corporation (“Sponsor”) and its Participating Subsidiaries (collectively Sponsor and its Participating Subsidiaries shall be referred to as the “Company”), to purchase Common

Amendment No. 2, dated as of June 14, 2023, to the Credit Agreement dated as of April 30, 2021, among Magnite, Inc. and Goldman Sachs Bank USA, as administrative agent and as collateral agent for the Lenders.

Exhibit 10.3 EXECUTION VERSION LIBOR HARDWIRE TRANSITION CONFORMING CHANGES AMENDMENT AMENDMENT NO. 2 THIS AMENDMENT NO. 2 (this “Amendment”), dated as of June 14, 2023, is executed and delivered by GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the “Administrative Agent”), pursuant to Section 2.14(b) of that certain Credit Agreement, dated as of April 30, 2021 (as amended, mod

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 9, 2023 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 9, 2023 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

MGNI / Magnite Inc / Edenbrook Capital, LLC - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Magnite, Inc. (Name of Issuer) Common Stock, $0.00001par value per share (Title of Class of Securities) 55955D100 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 116 Radio Circle Mount Kisco, NY 10549 (Name, Address and Telephone Number of Person Au

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 14, 2023 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

VIA EDGAR

VIA EDGAR May 31, 2023 U. S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Stephen Krikorian and Becky Chow Re: Magnite, Inc. Form 10-K filed on February 22, 2023 File No. 001-36384 Dear Mr. Krikorian and Ms. Chow: This letter responds to the comment of the staff (the “Staff”) of the Securities and Excha

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

Magnite Reports First Quarter 2023 Results Total Revenue Grows 10% & Revenue ex-TAC Grows 8% Year-Over-Year Revenue ex-TAC From CTV Grows 10% Year-Over-Year

Exhibit 99.1 Magnite Reports First Quarter 2023 Results Total Revenue Grows 10% & Revenue ex-TAC Grows 8% Year-Over-Year Revenue ex-TAC From CTV Grows 10% Year-Over-Year NEW YORK, New York – May 10, 2023 – Magnite (Nasdaq: MGNI), the world's largest independent sell-side advertising company, today reported its results of operations for the quarter ended March 31, 2023. Q1 2023 Highlights: •Revenue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

DEFA14A 1 mgni-defa14a061423.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Sta

List of Subsidiaries.

Exhibit 21.1 List of Subsidiaries Magnite Australia PTY Limited Magnite Servicos De Internet Ltda Magnite SARL Magnite GmbH Magnite AB Magnite S.R.L. Magnite K.K. Magnite Netherlands B.V. Magnite Singapore Pte Ltd. Magnite Ltd Magnite Canada, Inc. SlimCut Media Canada Inc. Magnite Apex, Inc. Magnite Advertising Solutions India Private Limited 5 Moon Media LLC Magnite Bell, Inc. Rubicon Project Unl

Magnite Reports Record Fourth Quarter and Full-Year 2022 Results Total Revenue up 9% in Fourth Quarter CTV Revenue ex-TAC Grows 20% in Fourth Quarter Adjusted EBITDA Margin of 41% in Fourth Quarter NEW YORK – February 22, 2023 – Magnite (NASDAQ: MGNI

Exhibit 99.1 Magnite Reports Record Fourth Quarter and Full-Year 2022 Results Total Revenue up 9% in Fourth Quarter CTV Revenue ex-TAC Grows 20% in Fourth Quarter Adjusted EBITDA Margin of 41% in Fourth Quarter NEW YORK – February 22, 2023 – Magnite (NASDAQ: MGNI), the world's largest independent sell-side advertising platform, today reported its results of operations for the fourth quarter and ye

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 22, 2023 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Num

MGNI / Magnite Inc / GRANAHAN INVESTMENT MANAGEMENT INC/MA Passive Investment

SC 13G/A 1 fp0081954-11sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Magnite, Inc. (Name of Issuer) Common Stock, par value $0.00001 (Title of Class of Securities) 55955D100 (CUSIP Number)

MGNI / Magnite Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Magnite Inc. Title of Class of Securities: Common Stock CUSIP Number: 55955D100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

MGNI / Magnite Inc / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.1 MAGNITE INC COMMON STOCK Cusip #55955D100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #55955D100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 6,347,005 Item 6: 0 Item 7: 6,350,941 Item 8: 0 Item 9: 6,350,9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 19, 2023 Date of Report (Date of earliest event reported) MAGNITE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 19, 2023 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numb

MGNI / Magnite Inc / Edenbrook Capital, LLC - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Magnite, Inc. (Name of Issuer) Common Stock, $0.00001par value per share (Title of Class of Securities) 55955D100 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 116 Radio Circle Mount Kisco, NY 10549 (Name, Address and Telephone Number of Person Aut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 November 9, 2022 Date of Report (Date of earliest event reported) MAGNITE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 November 9, 2022 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Magnite Reports Third Quarter 2022 Results Total Revenue Grows 11% & Revenue ex-TAC Grows 12% Year-Over-Year CTV Revenue ex-TAC Grew 29% Year-Over-Year & Represents 44% of Total Adjusted EBITDA Margin of 35%

Exhibit 99.1 Magnite Reports Third Quarter 2022 Results Total Revenue Grows 11% & Revenue ex-TAC Grows 12% Year-Over-Year CTV Revenue ex-TAC Grew 29% Year-Over-Year & Represents 44% of Total Adjusted EBITDA Margin of 35% NEW YORK, New York – November 9, 2022 – Magnite (Nasdaq: MGNI), the world's largest independent sell-side advertising platform, today reported its results of operations for the qu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 9, 2022 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

Magnite Reports Second Quarter 2022 Results Total Revenue Grows 20% Year-Over-Year CTV Represents 42% of Revenue ex-TAC in Q2 2022 Adjusted EBITDA Increases 30% Year-Over-Year

Exhibit 99.1 Magnite Reports Second Quarter 2022 Results Total Revenue Grows 20% Year-Over-Year CTV Represents 42% of Revenue ex-TAC in Q2 2022 Adjusted EBITDA Increases 30% Year-Over-Year NEW YORK, New York ? August 9, 2022 ? Magnite (Nasdaq: MGNI), the world's largest independent sell-side advertising platform, today reported its results of operations for the quarter ended June 30, 2022. Second

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 2, 2022 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 7, 2022 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Magnite Reports First Quarter 2022 Results Total Revenue Grows over 90% CTV Represents 40% of Revenue ex-TAC in Q1 2022 Adjusted EBITDA Increases 208% Year-Over-Year

Exhibit 99.1 Magnite Reports First Quarter 2022 Results Total Revenue Grows over 90% CTV Represents 40% of Revenue ex-TAC in Q1 2022 Adjusted EBITDA Increases 208% Year-Over-Year NEW YORK, New York ? May 4, 2022 ? Magnite (Nasdaq: MGNI), the world's largest independent sell-side advertising platform, today reported its results of operations for the quarter ended March 31, 2022. First quarter 2022

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 4, 2022 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(

Magnite Announces Addition of Two New Board Members Co-founder and Former CTO of Freewheel and Former CFO of Vonage Join Board

Exhibit 99.1 Magnite Announces Addition of Two New Board Members Co-founder and Former CTO of Freewheel and Former CFO of Vonage Join Board NEW YORK ? March 22, 2022- Magnite (NASDAQ: MGNI), the world?s largest independent sell-side advertising platform, today announced the addition of two new members to its Board of Directors: Diane Yu, CTO of digital homeownership company Better and co-founder/f

Fifth Amended and Restated Bylaws of Magnite, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

Exhibit 3.1 FIFTH AMENDED AND RESTATED BYLAWS OF MAGNITE, INC. (a Delaware corporation) (initially approved by the Board of Directors on October 30, 2013, first amended and restated on April 7, 2016, second amended and restated on April 1, 2020, third amended and restated on June 8, 2020 and fourth amended and restated on June 30, 2020) (as amended and restated on March 21, 2022) ARTICLE I CORPORA

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 22, 2022 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 Magnite, Inc. Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.00001 per share 457(c); 457(h) To be issued pursuant to future awards und

As filed with the Securities and Exchange Commission on March 2, 2022

As filed with the Securities and Exchange Commission on March 2, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Magnite CTV, Inc. SpotX, Inc. Magnite Australia PTY Limited Magnite Servicos De Internet Ltda Magnite SARL Magnite GmbH Magnite S.R.L. Magnite K.K. The Rubicon Project Netherlands B.V. Magnite Singapore Pte Ltd. Magnite Ltd Magnite Canada, Inc. SlimCut Media Canada Inc. Magnite Apex, Inc. 5 Moon Media LLC Magnite Bell, Inc. Rubicon Project Unlatch, Inc. Magnite Ho

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 23, 2022 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Num

Magnite Reports Record Fourth Quarter 2021 Results Fourth Quarter Revenue up 97% From Prior Year As Reported Record Adjusted EBITDA Margin of 48% in Fourth Quarter Fourth Quarter Non-GAAP Earnings Per Share Increases 37% From Prior Year to $0.26 CTV

Exhibit 99.1 Magnite Reports Record Fourth Quarter 2021 Results Fourth Quarter Revenue up 97% From Prior Year As Reported Record Adjusted EBITDA Margin of 48% in Fourth Quarter Fourth Quarter Non-GAAP Earnings Per Share Increases 37% From Prior Year to $0.26 CTV Revenue ex-TAC Grows 52% in 2021 on a Pro Forma Basis(1) NEW YORK ? February 23, 2022 ? Magnite (NASDAQ: MGNI), the world's largest indep

Sublease between Zillow Group, Inc. and Magnite, Inc., dated September 21, 2021(incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K filed with the Commission on February 23, 2022).

SUBLEASE THIS SUBLEASE (this ?Sublease?), dated as of September 21, 2021 is entered into by and between ZILLOW GROUP, INC.

MGNI / Magnite Inc / GRANAHAN INVESTMENT MANAGEMENT INC/MA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Magnite, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 55955D100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filin

MGNI / Magnite Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Magnite Inc. Title of Class of Securities: Common Stock CUSIP Number: 55955D100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 December 13, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Num

Magnite Announces $50 Million Share Repurchase Program

Magnite Announces $50 Million Share Repurchase Program New York, December 13, 2021 ? Magnite (Nasdaq: MGNI), the world's largest independent sell-side advertising platform, announced today that its Board of Directors has approved a share repurchase program, under which the company is authorized to purchase up to $50 million of its common stock over the twelve month period commencing December 10, 2021.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 November 3, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numb

Magnite Reports Third Quarter 2021 Results CTV Revenue Grows Over 50% in Q3 on a Pro Forma Basis and Represents 38% of Revenue ex-TAC

Exhibit 99.1 Magnite Reports Third Quarter 2021 Results CTV Revenue Grows Over 50% in Q3 on a Pro Forma Basis and Represents 38% of Revenue ex-TAC NEW YORK, New York ? November 3, 2021 ? Magnite (Nasdaq: MGNI), the world's largest independent sell-side advertising platform, today reported its results of operations for the quarter ended September 30, 2021. Third quarter 2021 financial results of Ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 26, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numbe

Magnite Reports Second Quarter 2021 Results CTV Revenue Grows Over 100% in Q2 on a Pro Forma Basis Newly Acquired SpringServe Brings Complementary CTV Ad Server

Exhibit 99.1 Magnite Reports Second Quarter 2021 Results CTV Revenue Grows Over 100% in Q2 on a Pro Forma Basis Newly Acquired SpringServe Brings Complementary CTV Ad Server LOS ANGELES, California ? August 5, 2021 ? Magnite (Nasdaq: MGNI), the world's largest independent sell-side advertising platform, today reported its results of operations for the quarter ended June 30, 2021. Second quarter 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 5, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

MAGNITE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 MAGNITE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 30, 2021, Magnite, Inc. (the "Company" or "Magnite"), completed the acquisition of SpotX, Inc., a Delaware corporation, ("Spot X" and such acquisition the "Acquisition"), pursuant to a Stock Purchase Agreement, dated as of February 4, 2021 (as amended by the Amendment thereto, dated April 30, 2021, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 April 30, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 April 30, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 28, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

Incremental Assumption Agreement dated as of June 28, 2021, relating to the Credit Agreement dated as of April 30, 2021, among Magnite, Inc., each Issuing Bank, the Swingline Lender, the other Lenders party thereto and Goldman Sachs Bank USA, as administrative agent and as collateral agent for the Lenders (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on July 2, 2021).

EXECUTION VERSION INCREMENTAL ASSUMPTION AGREEMENT dated as of June 28, 2021 (this ?Agreement?), relating to the CREDIT AGREEMENT dated as of April 30, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, the ?Credit Agreement?), among MAGNITE, INC.

Magnite Acquires SpringServe, A Leader in CTV Ad Serving Technology Combination empowers CTV publishers with a tighter integration between direct and programmatic inventory

Exhibit 99.1 Magnite Acquires SpringServe, A Leader in CTV Ad Serving Technology Combination empowers CTV publishers with a tighter integration between direct and programmatic inventory Current SpringServe clients include Pluto TV, Sinclair Broadcast Group, Univision and VIZIO LOS ANGELES ? July 1, 2021 ? Magnite (Nasdaq: MGNI), the world?s largest independent sell-side advertising platform, today

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 July 1, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

As filed with the Securities and Exchange Commission on June 23, 2021

As filed with the Securities and Exchange Commission on June 23, 2021 Registration No.

Magnite Announces Executive Leadership Team Following SpotX Acquisition Appoints New Technology and Sales Leaders Effective July 1; Strengthens Ability To Serve Clients Across All Formats, Including CTV

Exhibit 99.1 Magnite Announces Executive Leadership Team Following SpotX Acquisition Appoints New Technology and Sales Leaders Effective July 1; Strengthens Ability To Serve Clients Across All Formats, Including CTV LOS ANGELES - May 26, 2021 - Magnite (Nasdaq: MGNI), the largest independent sell-side advertising platform, today announced changes to its executive leadership team, effective July 1.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 26, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* 1 Under the Securities Exchange Act of 1934 Magnite, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* 1 Under the Securities Exchange Act of 1934 Magnite, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 78112V102 (CUSIP Number) May 12, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

DEFA14A 1 mgni-defa14a062821.htm ADDITIONAL DEFINITIVE PROXY MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Con

Registration Rights Agreement, dated as of April 30, 2021, by and between Magnite, Inc. and RTL US Holding, Inc (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on May 10, 2021).

Ex. 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the ?Agreement?) is made as of April 30, 2021, by and among Magnite, Inc., a Delaware corporation (the ?Company?), and each of the Persons set forth on Schedule 1 (collectively, together with their Permitted Assignees (defined below

Annual Report - 10-K/A

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Credit Agreement, dated as of April 30, 2021, by and among Magnite, Inc., Goldman Sachs Bank USA, as administrative and collateral agent, and the other lender parties thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on May 10, 2021).

Ex. 10.2 EXECUTION VERSION CREDIT AGREEMENT, dated as of April 30, 2021 among MAGNITE, INC. as the Borrower, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent, GOLDMAN SACHS BANK USA, FIFTH THIRD BANK, NATIONAL ASSOCIATION, SILICON VALLEY BANK and SOCI?T? G?N?RALE as Joint Lead Arrangers and Joint Bookrunners for the Initial Term Facility GOLDMAN SACHS

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 10, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

Amendment to Stock Purchase Agreement, dated as of April 30, 2021, by and among Magnite, Inc., RTL US Holding, Inc., and RTL Group S.A. (incorporated by reference to Exhibit 2.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on May 10, 2021).

Ex. 2.1 EXECUTION VERSION AMENDMENT TO STOCK PURCHASE AGREEMENT This AMENDMENT TO STOCK PURCHASE AGREEMENT (this ?Amendment?), is entered into as of April 30, 2021, by and among Magnite, Inc., a Delaware corporation (?Buyer?), RTL US Holding, Inc., a Delaware corporation (?Seller?), and RTL Group S.A., a Soci?t? Anonyme (together with Buyer, and Seller, the ?Parties?). WHEREAS, the Parties entered

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 Magnite, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 Magnite, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 78112V102 (CUSIP Number) April 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

Magnite Reports First Quarter 2021 Results Magnite Total Revenue of $60.7 million for Q1, up 67% Year over Year Newly Acquired SpotX Accelerates CTV Scale and Growth

Exhibit 99.1 Magnite Reports First Quarter 2021 Results Magnite Total Revenue of $60.7 million for Q1, up 67% Year over Year Newly Acquired SpotX Accelerates CTV Scale and Growth LOS ANGELES, California ? May 10, 2021 ? Magnite, Inc. (Nasdaq: MGNI), the world's largest independent omnichannel sell-side advertising platform, today reported its results of operations for the quarter ended March 31, 2

Magnite Closes SpotX Acquisition Creates Largest Independent CTV & Video Ad Platform; Clients Include A+E Networks, AMC Networks, Crackle, Discovery, FOX, fuboTV, LG, Roku, Samsung, Sling TV, Vizio

Magnite, Inc 8-K Exhibit 99.1 Magnite Closes SpotX Acquisition Creates Largest Independent CTV & Video Ad Platform; Clients Include A+E Networks, AMC Networks, Crackle, Discovery, FOX, fuboTV, LG, Roku, Samsung, Sling TV, Vizio LOS ANGELES-(GLOBE NEWSWIRE)?April 30, 2021- Magnite (Nasdaq: MGNI) today closed its previously-announced acquisition of SpotX from RTL Group, creating the largest independ

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 April 30, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 15, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on March 19, 2021).

Exhibit 10.1 March [?], 2021 To: Magnite, Inc. 12181 Bluff Creek Drive Playa Vista, CA 90094 Attention: David Day, Chief Financial Officer Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the call option transaction entered into between [] (?Dealer?) and Magnite, Inc. (?Counterparty?) as of the Trade

Magnite Announces Closing of $400 Million of Convertible Notes Includes Full Exercise of Initial Purchasers’ Option to Purchase $50 Million of Additional Notes

Exhibit 99.2 Magnite Announces Closing of $400 Million of Convertible Notes Includes Full Exercise of Initial Purchasers? Option to Purchase $50 Million of Additional Notes LOS ANGELES?(BUSINESS WIRE)?Mar. 18, 2021? Magnite (Nasdaq: MGNI) today announced that it has closed its offering of $400 million aggregate principal amount of 0.25% convertible senior notes due 2026 (the ?notes?), including th

Magnite Announces Pricing of $350 Million Convertible Notes Offering

EX-99.1 Exhibit 99.1 Magnite Announces Pricing of $350 Million Convertible Notes Offering LOS ANGELES—(BUSINESS WIRE)—Mar. 15, 2021— Magnite (Nasdaq: MGNI) today announced the pricing of $350 million aggregate principal amount of convertible senior notes due 2026 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amende

Indenture, dated as of March 18, 2021, between Magnite, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on March 19, 2021).

Table of Contents Exhibit 4.1 MAGNITE, INC., the GUARANTORS from time to time party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 18, 2021 0.25% Convertible Senior Notes due 2026 Table of Contents TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 9 Section 1.03. Rul

Independent Auditors’ Report

EX-99.2 Exhibit 99.2 SpotX, Inc. and Subsidiaries Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 SpotX, Inc. and Subsidiaries Index For the Years Ended December 31, 2020 and 2019 Page(s) Independent Auditors’ Report 1 Consolidated Financial Statements Consolidated Balance Sheet 2 Consolidated Statement of Operations and Other Comprehensive Income 3 Consolidated St

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 15, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number

Magnite Announces $350 Million Convertible Notes Offering

EX-99.1 Exhibit 99.1 Magnite Announces $350 Million Convertible Notes Offering LOS ANGELES—(BUSINESS WIRE)—March 15, 2021— Magnite (Nasdaq: MGNI) today announced its intention to offer, subject to market conditions and other factors, $350 million aggregate principal amount of convertible senior notes due 2026 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 1

MAGNITE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 MAGNITE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On February 4, 2021, Magnite, Inc. (the “Company” or “Magnite”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with RTL US Holding, Inc., a Delaware corporation, (the “Seller” or “RTL”), and, solely for purposes of Article 6 thereof, RTL Group S.A., a Société Anonyme. Subject to the

Magnite Reports Fourth Quarter 2020 Results CTV Pro Forma Revenue Grows 53% Year over Year in Q4 2020 Company Posts Adjusted EBITDA Margin of 37% in Quarter

Exhibit 99.1 Magnite Reports Fourth Quarter 2020 Results CTV Pro Forma Revenue Grows 53% Year over Year in Q4 2020 Company Posts Adjusted EBITDA Margin of 37% in Quarter LOS ANGELES, California ? February 24, 2021 ? Magnite (NASDAQ: MGNI), the largest independent sell-side advertising platform, today reported its results of operations for the fourth quarter and year ended December 31, 2020. Recent

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 24, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Num

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

Description of Securities (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K filed with the Commission on February 25, 2021).

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Magnite, Inc. (?Magnite,? the ?Company,? ?we,? ?us? or ?our?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock, par value $0.00001 per share (the ?common stock?). DESCRIPTION

Office Lease between BRE HH Property Owner LLC and Magnite, Inc., dated November 20, 2020 (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 25, 2021).

Exhibit 10.16 OFFICE LEASE This Office Lease (this ?Lease?), dated November 20, 2020, by and between BRE HH PROPERTY OWNER LLC, a Delaware limited liability company (?Landlord?), and MAGNITE, INC., a Delaware corporation (?Tenant?). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Expenses and Taxes); Exhibit C (Work Letter); Exhibi

Stock Purchase Agreement, dated as of February 4, 2021, by and among Magnite, Inc., RTL US Holding, Inc. and RTL Group S.A. (solely with respect to Article 6) relating to the purchase and sale of 100% of the Common Stock of SpotX, Inc.

Magnite, Inc. 8-K Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT dated as of February 4, 2021 between MAGNITE, INC., RTL US HOLDING, INC., and RTL GROUP S.A., (Solely with respect to Article 6) relating to the purchase and sale of 100% of the Common Stock of SPOTX, INC. TABLE OF CONTENTS Page Article 1 Definitions 1 Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpret

Magnite to Acquire SpotX Deal Creates Largest Independent CTV & Video Advertising Platform

Magnite, Inc. 8-K Exhibit 99.1 Press Release Magnite to Acquire SpotX Deal Creates Largest Independent CTV & Video Advertising Platform ● Full year 2020 combined company estimated non-GAAP net revenue would have been $350 million on a pro forma basis(1)(2) ● Combined company Connected TV (CTV) & video net revenue would have represented approximately 67% of total company preliminary non-GAAP pro fo

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 4, 2021 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numb

Magnite Reports Third Quarter 2020 Results CTV Revenue Grew 51% Year over Year, on a Pro-Forma Basis Company Posts Adjusted EBITDA Margin of 23% in Quarter

Exhibit 99.1 Magnite Reports Third Quarter 2020 Results CTV Revenue Grew 51% Year over Year, on a Pro-Forma Basis Company Posts Adjusted EBITDA Margin of 23% in Quarter LOS ANGELES, California – November 9, 2020 – Magnite, Inc. (Nasdaq: MGNI), the largest independent sell-side advertising platform, today reported its results of operations for the third quarter ended September 30, 2020. Third quart

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 November 9, 2020 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numb

Second Amended and Restated Loan and Security Agreement, dated as of September 25, 2020, between Silicon Valley Bank, Magnite, Inc., Magnite Hopper, Inc., Magnite Bell, Inc. and Magnite CTV, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, dated November 9, 2020).

EXHIBIT 10.1 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 25, 2020 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and MAGNITE, INC. (f/k/a The Rubicon Project, Inc.), a Delaware corporation (“Magnite”), MAGNITE Hopper, Inc. (f/k/a Rubicon Project

(incorporated by reference to Exhibit 21.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 9, 2020)

Exhibit 21.1 List of Subsidiaries Magnite CTV, Inc. Magnite Australia PTY Limited Rubicon Project Servicos De Internet Ltda Magnite SARL The Rubicon Project GmbH Magnite S.R.L. Magnite K.K. The Rubicon Project Netherlands B.V. The Rubicon Project Singapore Pte Ltd. Magnite Limited Magnite Canada, Inc. RTK GmbH RTK.io Inc. Magnite Apex, Inc. 5 Moon Media LLC Magnite Bell, Inc. Rubicon Project Unlat

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 25, 2020 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 21, 2020 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Nu

Executive Severance and Vesting Acceleration Agreement between the Registrant and Aaron Saltz, dated April 1, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on August 10, 2020).

Exhibit 10.3 EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENT THIS EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENT (this “Agreement”), dated as of April 1, 2020, is entered into by and between The Rubicon Project, Inc. (the “Company”) and Aaron Saltz (“Executive”). The Company (or Telaria, Inc (“Telaria”)) and Executive are currently, or are expected to become, parties to: (i)an Emplo

Employment Offer Letter, by and between, Magnite, Inc. and Mark Zagorski, dated April 1, 2020.

Exhibit 10.1 April 1, 2020 Mark Zagorski Dear Mark: The Rubicon Project, Inc. (“Rubicon”) is pleased to offer you continued employment on the terms set forth herein, subject to the closing of the transactions contemplated by that certain Agreement and Plan of Merger between Rubicon, Telaria, Inc. (“Telaria”) and certain other parties thereto (the “Merger Agreement”), as a result of which, Telaria

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Magnite Reports Second Quarter 2020 Results CTV Revenue Grew 12% Year over Year Revenue Growth Accelerating in Q3 - Most Significantly in CTV

Exhibit 99.1 Magnite Reports Second Quarter 2020 Results CTV Revenue Grew 12% Year over Year Revenue Growth Accelerating in Q3 - Most Significantly in CTV LOS ANGELES, California – August 10, 2020 – Magnite, Inc. (Nasdaq: MGNI), the largest independent sell-side advertising platform, today reported its results of operations for the second quarter ended June 30, 2020. With the Rubicon Project and T

Letter Agreement, by and between Magnite, Inc. and Blima Tuller, dated May 20, 2020.

Exhibit 10.2 May 20, 2020 Blima Tuller By Email Dear Blima This letter (the “Agreement”) confirms the agreement between you and The Rubicon Project, Inc. (the “Company”) regarding your continued employment and provision of services to the Company. 1.Transition Period. Subject to the terms and conditions of this Agreement, the parties intend that you will continue to serve as the Company’s Chief Ac

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 10, 2020 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Numbe

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Magnite CTV, Inc. The Rubicon Project Australia PTY Limited Rubicon Project Servicos De Internet Ltda The Rubicon Project SARL The Rubicon Project GmbH Rubicon Project S.R.L. Rubicon Project K.K. The Rubicon Project Netherlands B.V. The Rubicon Project Singapore Pte Ltd. The Rubicon Project Limited The Rubicon Project Canco, Inc. RTK GmbH RTK.io Inc. Rubicon Proje

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 July 30, 2020 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 July 8, 2020 Date of Report (Date of earliest event reported) MAGNITE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission File Number)

Fourth Amended and Restated Bylaws of Magnite, Inc., dated June 30, 2020 (incorporated by reference to Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 10, 2020).

The Rubicon Project, Inc. 8-K Exhibit 3.2 FOURTH AMENDED AND RESTATED BYLAWS OF MAGNITE, INC. (a Delaware corporation) (initially approved by the Board of Directors on October 30, 2013, first amended and restated on April 7, 2016, second amended and restated on April 1, 2020 and third amended and restated on June 8, 2020) (as amended and restated on June 30, 2020) ARTICLE I CORPORATE OFFICES Secti

Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of Magnite, Inc., dated June 30, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on August 10, 2020).

The Rubicon Project, Inc. 8-K Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE RUBICON PROJECT, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) The Rubicon Project, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 30, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission

Meet Magnite, the Largest Independent Omnichannel Sell-Side Platform in the World Rubicon Project and Telaria Rebrand Under Magnite; Nasdaq Ticker Symbol Change to “MGNI from “RUBI” on July 1st

The Rubicon Project, Inc. 8-K Exhibit 99.1 Meet Magnite, the Largest Independent Omnichannel Sell-Side Platform in the World Rubicon Project and Telaria Rebrand Under Magnite; Nasdaq Ticker Symbol Change to “MGNI from “RUBI” on July 1st Los Angeles, CA (June 30, 2020) — Magnite (NASDAQ: RUBI), the largest independent sell-side advertising platform, debuts today following the merger between Rubicon

Rubicon Project Announces Departure of President

THE RUBICON PROJECT, INC. 8-K Exhibit 99.1 Rubicon Project Announces Departure of President Los Angeles, CA - (BUSINESS WIRE) - June 18, 2020 — Rubicon Project (NASDAQ: RUBI), the largest independent sell-side advertising platform, today announced that Mark Zagorski, President and Chief Operating Officer, will resign at the end of June to pursue a new opportunity. Michael Barrett will re-assume th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 18, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission

THE RUBICON PROJECT, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 THE RUBICON PROJECT, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 1, 2020 (the "Acquisition Date"), The Rubicon Project, Inc. (the "Company" or "Rubicon Project"), completed a stock-for-stock merger ("Merger") with Telaria, Inc. ("Telaria"), a leading provider of connected television ("CTV") technology, creating an independent sell-side advertising platfo

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 30, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commissi

Third Amended and Restated Bylaws of The Rubicon, Inc., dated June 8, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on June 11, 2020).

THE RUBICON PROJECT, INC. 8-K Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF THE RUBICON PROJECT, INC. (a Delaware corporation) (initially approved by the Board of Directors on October 30, 2013, first amended and restated on April 7, 2016 and second amended and restated on April 1, 2020) (as amended and restated on June 8, 2020) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The regi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 11, 2020 (June 8, 2020) Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporatio

- 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36384 THE RUBICON PROJECT, INC. / THE NEW YORK STOCK EXCHANGE (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered

- 8-A12B

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 The Rubicon Project, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 20-8881738 (State of Incorporation or Organization) (IRS Employer Identification no.) 12181 Bluff Creek Drive, 4th Floo

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

DEFA14A 1 rubi-defa14a070820.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Sta

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 27, 2020 (May 20, 2020) Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

rubi-def14a070820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by a Party other than the Registrant [ ] Filed by the Registrant ☒ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitte

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 26, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission F

- DEFINITIVE PROXY STATEMENT

rubi-def14a070820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by a Party other than the Registrant [ ] Filed by the Registrant ☒ Check the appropriate box: ☐Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 6, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission Fi

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Rubicon Project Reports First Quarter 2020 Results First Quarter Revenue Grew 12% Year over Year Telaria Revenue Grew 11% & CTV Revenue Grew 74% Year over Year; Merger Closed April 1, 2020

Exhibit 99.1 Rubicon Project Reports First Quarter 2020 Results First Quarter Revenue Grew 12% Year over Year Telaria Revenue Grew 11% & CTV Revenue Grew 74% Year over Year; Merger Closed April 1, 2020 LOS ANGELES, California – May 6, 2020 – Rubicon Project (NYSE: RUBI), the largest independent sell-side advertising platform, which merged with Telaria on April 1, 2020, today reported its results o

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 April 27, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission

The Rubicon Project, Inc. S-8

As filed with the Securities and Exchange Commission on April 8, 2020 Registration No.

TREMOR MEDIA, INC. 2008 STOCK PLAN, AS AMENDED ADOPTED ON MAY 5, 2008 TABLE OF CONTENTS

The Rubicon Project, Inc. S-8 Exhibit 99.4 TREMOR MEDIA, INC. 2008 STOCK PLAN, AS AMENDED ADOPTED ON MAY 5, 2008 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 5 SECTION 2. ADMINISTRATION 5 (a) Committees of the Board of Directors 5 (b) Authority of the Board of Directors 5 SECTION 3. ELIGIBILITY 5 (a) General Rule 5 (b) Ten-Percent Stockholders 5 SECTION 4. STOCK SUBJECT TO PLAN 6 (a

SCANSCOUT, INC. 2009 EQUITY INCENTIVE PLAN, AS AMENDED ADOPTED BY THE BOARD OF DIRECTORS: MARCH 26, 2009 APPROVED BY THE STOCKHOLDERS: MARCH 30, 2009 TERMINATION DATE: MARCH 25, 2019

The Rubicon Project, Inc. S-8 Exhibit 99.3 SCANSCOUT, INC. 2009 EQUITY INCENTIVE PLAN, AS AMENDED ADOPTED BY THE BOARD OF DIRECTORS: MARCH 26, 2009 APPROVED BY THE STOCKHOLDERS: MARCH 30, 2009 TERMINATION DATE: MARCH 25, 2019 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The Plan p

Tremor Video, Inc. Restricted Stock Unit Grant Notice (Inducement Grant Outside of 2013 Equity Incentive Plan)

The Rubicon Project, Inc. S-8 Exhibit 99.6 Tremor Video, Inc. Restricted Stock Unit Grant Notice (Inducement Grant Outside of 2013 Equity Incentive Plan) As an inducement material to Participant’s entering into employment with Tremor Video, Inc. (the “Company”), the Company hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Stock Uni

Telaria, Inc. 2013 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.2 to the Registrants’ Registration Statement on Form S-8, dated April 9, 2020)

The Rubicon Project, Inc. S-8 Exhibit 99.2 TREMOR VIDEO, INC. 2013 EQUITY INCENTIVE PLAN Adopted by the Board of Directors: June 9, 2013 Approved by the Stockholders: June 12, 2013 IPO Date/Effective Date: June 25, 2013 Amended by the Board of Directors: April 2, 2015 Amended by the Stockholders: May 29, 2015 1. General. (a) Eligible Award Recipients. Employees, Directors and Consultants are eligi

TREMOR VIDEO, INC. STOCK OPTION GRANT NOTICE (Inducement Grant Outside of 2013 Equity Incentive Plan)

The Rubicon Project, Inc. S-8 Exhibit 99.5 TREMOR VIDEO, INC. STOCK OPTION GRANT NOTICE (Inducement Grant Outside of 2013 Equity Incentive Plan) As an inducement material to Optionholder’s entering into employment with Tremor Video, Inc. (the “Company”), the Company hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option i

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 30, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission

Rubicon Project and Telaria Complete Merger Following Stockholder Approvals

THE RUBICON PROJECT, INC. 8-K Exhibit 99.1 Rubicon Project and Telaria Complete Merger Following Stockholder Approvals LOS ANGELES & NEW YORK-(BUSINESS WIRE)-April 1, 2020- Rubicon Project (NYSE:RUBI), the global exchange for advertising, and Telaria (NYSE: TLRA), the complete software platform that optimizes yield for leading video publishers, today announced the closing of their previously annou

Inc., dated April 1, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on April 1, 2020).

rubi-424b3021220 B-1 THE RUBICON PROJECT, INC. 8-K Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF THE RUBICON PROJECT, INC. (a Delaware corporation) (initially approved by the Board of Directors on October 30, 2013 and first amended and restated on April 7, 2016) (as amended and restated on April 1, 2020) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Co

Rubicon Project Announces Intent to Convene, Adjourn and Reconvene in Virtual Meeting Format its Special Meeting of Stockholders to Be Held on March 30, 2020 Due To COVID-19 Concerns

THE RUBICON PROJECT, INC. 8-K|425 Exhibit 99.1 Rubicon Project Announces Intent to Convene, Adjourn and Reconvene in Virtual Meeting Format its Special Meeting of Stockholders to Be Held on March 30, 2020 Due To COVID-19 Concerns LOS ANGELES, March 23, 2020 – The Rubicon Project, Inc. (NYSE:RUBI), today announced that, due to the rapidly evolving public health concerns relating to the novel corona

THE RUBICON PROJECT, INC. 8-K|425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 23, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission

Rubicon Project Announces Intent to Convene, Adjourn and Reconvene in Virtual Meeting Format its Special Meeting of Stockholders to Be Held on March 30, 2020 Due To COVID-19 Concerns

THE RUBICON PROJECT, INC. 8-K|425 Exhibit 99.1 Rubicon Project Announces Intent to Convene, Adjourn and Reconvene in Virtual Meeting Format its Special Meeting of Stockholders to Be Held on March 30, 2020 Due To COVID-19 Concerns LOS ANGELES, March 23, 2020 – The Rubicon Project, Inc. (NYSE:RUBI), today announced that, due to the rapidly evolving public health concerns relating to the novel corona

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 23, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission

SUPPLEMENT NO. 1 DATED MARCH 23, 2020 TO THE JOINT PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 13, 2020

rubi-424b3032320  Filed Pursuant to Rule 424(b)(3) Registration No. 333-236174 SUPPLEMENT NO. 1 DATED MARCH 23, 2020 TO THE JOINT PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 13, 2020 The following supplements the definitive joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) of The Rubicon Project, Inc. (“Rubicon Project”), dated February 13, 2020, furnished to stockholders of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 26, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commiss

Description of Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The Rubicon Project, Inc. (“Rubicon Project,” the “Company,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.00001 per share (the “common s

Merger Prospectus - RULE 425

425 1 telaria-425022720.htm RULE 425 Filed by The Rubicon Project, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Telaria, Inc. (Commission File No. 001-35982) The following communication is being filed in connection with the proposed strategic combination between

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

List of Subsidiaries of The Rubicon Project, Inc.

EXHIBIT 21.1 SUBSIDIARIES OF THE RUBICON PROJECT, INC. Rubicon Project Hopper, Inc. (Delaware) Rubicon Project Unlatch, Inc. (Delaware) Rubicon Project Bell, Inc. (Delaware) Rubicon Project Daylight, Inc. (Delaware) Project Daylight, LLC (Delaware) Madison Merger Corp. (Delaware) Rubicon Project Apex, Inc. (Delaware) RTK.io, Inc. (Delaware) The Rubicon Project Canada, ULC (Canada) The Rubicon Proj

Form of Executive Severance and Vesting Acceleration Agreement by and between the Registrant and certain of its executive officers (incorporated by reference to Exhibit 10.23 to the Registrants Form 10-K filed with the Commission on February 27, 2020).

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Other Events

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