DEF 14A of Magnite, Inc., Apr 21, 2026

DEF 14A of Magnite, Inc.

Filed Apr 21, 2026 · FY20250001999371-26-008635

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our board of directors is classified into three classes (designated Class I, Class II and Class III), with members of each class holding office for staggered three-year terms. There are currently three Class I directors, whose terms expire at the at the 2027 annual meeting of stockholders, three Class II directors, whose terms expire at the 2028 annual meeting of stockholders, and three Class III directors, whose terms expire at the Annual Meeting; and, in all cases subject to the election and qualification of their respective successors and to their earlier death, resignation or removal. Proxies cannot be voted for a greater number of persons than the nominees named. Our process for nominating director candidates is described below under the caption “Director Candidate Nominating Procedures.” Our board of directors, upon the recommendation of the board’s nominating and governance committee, nominated each of Paul Caine, Doug Knopper, and David Pearson to stand for re-election as Class III directors at the Annual Meeting. Each nominee was most recently elected by stockholders at the 2023 annual meeting of stockholders, and has indicated his or her willingness to serve if elected at this Annual Meeting. If any nominee is unable or unwilling for good cause to serve, proxies may be voted for a substitute nominee designated by our board of directors or our board of directors may determine to reduce the size of the board. Each nominee, if elected, will hold office until the 2029 annual meeting of stockholders, subject to the election and qualification of his or her respective successor and until his or her earlier death, resignation or removal. The table below lists our nine directors and their committee assignments. A summary of the background for each nominee and continuing director is set forth after the table. These background summaries include the specific experience, qualifications, attributes, and/or skills that, together with the general characteristics and qualifications described below under the caption “Director Candidate Nominating Procedures,” contributed to our board’s conclusion that the person should serve as a director of the Company.

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | | Committee Membership | | | | | Name | Age(1) | Position | Audit | Compensation | Nominating and Governance | Member Since | | Paul Caine | 61 | Chairman of the Board | | | | April 2020 | | Michael G. Barrett | 64 | CEO and Director | | | | March 2017 | | Sarah P. Harden | 54 | Director | | X | | July 2019 | | Doug Knopper | 65 | Director | | Chair | X | April 2020 | | Rachel Lam | 58 | Director | X | | X | April 2020 | | David Pearson | 60 | Director | Chair | X | | March 2022 | | James Rossman | 60 | Director | X | X | | April 2020 | | Robert F. Spillane | 75 | Director | X | | Chair | April 2014 | | Diane Yu | 52 | Director | | | X | March 2022 |

  3. PROPOSAL 1 — ELECTION OF DIRECTORS

    (1)As of April 10, 2026

  4. Director Nominees – Class III

    Director Nominees – Class III Paul Caine has been a member and Chairman of our board of directors since April 2020. He previously served as the non-executive Chairman of Telaria from January 1, 2020 until April 2020 and as a member of Telaria’s board of directors from June 2014 until April 2020. He served as Telaria’s executive Chairman from July 2017 to December 31, 2019 and Telaria’s Interim Chief Executive Officer from February 2017 to July 2017 and as the non-executive Chairman of the Board from July 2016 to February 2017. Mr. Caine has served as President, On Location at TKO Group Holdings, Inc. (formerly part of Endeavor Group Holdings, Inc.), a sports and entertainment company, since January 2020. Mr. Caine served as President, IMG Events, an event management services company, from August 2022 to March 2025, the Chairman and Executive Director of the Board of Engine Group, a global marketing company, from January 2018 to February 2023, and as CEO and Founder of PC Ventures, LLC, an investment and advisory firm, since August 2017. Mr. Caine served as the Chief Global Revenue Officer for Bloomberg Media from June 2014 to July 2016. From April 2013 to January 2014, he served as Chief Executive Officer and a member of the board of directors of WestwoodOne, Inc., the largest independent national audio media company in the U.S. From 1989 to 2013, Mr. Caine served in various capacities at Time Inc., including Executive Vice President, Chief Revenue Officer and Group President Time Inc. from January 2011 until April 2013, Executive Vice President, President and Group Publisher, Style and Entertainment Group from January 2010 to January 2011, and President, Style and Entertainment Group from January 2008 to January 2010. Mr. Caine and his wife are Co-Founders of the Griffin Cares Foundation. Mr. Caine received a B.A. in Telecommunications with a minor in Business from Indiana University. Mr. Caine brings to the board expertise in branding and multi-media advertising sales and marketing, as well extensive experience serving on the boards of directors of public and private companies. Doug Knopper has been a member of our board of directors since April 2020. He currently serves on the board of directors of numerous privately held technology and digital media companies. He previously served as a member of Telaria’s board of directors from October 2018 until April 2020. Mr. Knopper is the Co-Founder of FreeWheel Media, Inc. and served as its Co-Chief Executive Officer from February 2007 to September 2017. FreeWheel, which was acquired by Comcast in 2014, provides a technology platform for the management and monetization of digital television advertising. Prior to founding FreeWheel, Mr. Knopper served as the Chief Executive Officer of BitPass Inc. from 2005 to 2007 and as Senior Vice President/General Manager of DoubleClick Inc. from 2000 to 2005. Mr. Knopper received a B.A. from the University of Michigan and an M.B.A. from Georgetown University. Mr. Knopper brings to the board deep expertise and business relationships in digital video advertising and CTV, as well as experience founding, building and leading advertising technology companies. David Pearson has been a member of our board of directors since March 2022. He previously served on the board of directors of Potbelly Corporation, a Nasdaq listed restaurant company, from April 2022 until October 2025, where he was also the chair of the audit committee. Mr. Pearson also previously served on the board of directors of Lee Enterprises Inc., a public media company listed on Nasdaq, from February 2020 until July 2024, where he was also a member of the audit committee. Mr. Pearson was Chief Financial Officer of Vonage Holdings Corp., a formerly public cloud technology company, from May 2013 until August 2020. Before Mr. Pearson joined Vonage, he spent over nine years with Deutsche Bank Securities as a Managing Director and Global Media & Telecom Group Head. Prior to joining Deutsche Bank, Mr. Pearson served in various roles at Goldman, Sachs & Co. in the Technology, Media & Telecommunications practice for over nine years, including as Managing Director from 2002 to 2003. Mr. Pearson started his career at Coopers & Lybrand and holds an M.B.A. from Harvard Business School and an A.B. in Political Science and Organizational Behavior from Brown University. Mr. Pearson brings to the board an expertise in capital markets, mergers and acquisitions and public company accounting, controls and financial reporting, as well as significant operational experience as a public company executive.

  5. Incumbent Directors – Class I

    Incumbent Directors – Class I Sarah P. Harden has been a member of our board of directors since July 2019. Ms. Harden brings more than two decades of experience in digital media, entertainment and direct-to-consumer video to the Company’s board. From January 2018 until September 2025, Ms. Harden served as the Chief Executive Officer of Reese Witherspoon’s media company Hello Sunshine, which was acquired by Blackstone in August 2021. She also served as the Chief Executive Officer of Candle Studios, a media company, from July 2024 until September 2025. Prior to Hello Sunshine, Ms. Harden held executive-level positions at Otter Media/The Chernin Group from 2013 to 2018, including President and Executive Vice President. Ms. Harden previously served as board member of privately held ESPN-Star Sports, Star China Media and The Moby Group and as a board director overseeing successful acquisitions and exits of private portfolio companies including Crunchyroll, Fullscreen, Roosterteeth, McBeard, and Stagebloc. Ms. Harden received her M.B.A. from Harvard Business School and graduated with honors with a B.A. in international relations from The University of Melbourne. Ms. Harden brings to the board extensive experience leading and growing digital video, media and entertainment companies. James Rossman has been a member of our board of directors since April 2020. He previously served as a member of Telaria’s board from January 2011 until April 2020, and served as Chairman of Telaria’s board from August 2012 to May 2013. Mr. Rossman currently serves as a Partner at Sportsology Capital Partners, a private equity firm providing strategic capital and advisory services to professional sports franchises and global sports leagues. He has served on the board of directors of Adswerve, Inc., a data and media digital consultancy, since March 2024. From April 2018 to June 2023, he served as an Operating Partner at Silver Lake, a global private equity firm focused on investments in technology, technology-enabled and related industries. From November 2012 to April 2018, he served as Special Advisor to General Atlantic, a global growth equity firm. From April 2009 to June 2012, he served in various roles at AKQA Inc., a digital services company, including President and Chief Operating Officer. From April 2001 to March 2009, Mr. Rossman served in several roles at Digitas, Inc., an integrated advertising agency, and a member of the Publicis Groupe, S.A. (as of 2007), including as Chief Operating Officer. Mr. Rossman received a B.A. in economics from Trinity College and an M.M.M. from the Kellogg School of Management at Northwestern University. Mr. Rossman brings to the board significant experience in operating and managing media agencies and advertising technology companies. Diane Yu has been a member of our board of directors since March 2022. She is currently the co-founder and CEO of TidalWave Tech Inc., an agentic AI mortgage platform. She served as the Chief Technology Officer of Better Holdco, Inc., which operates Better.com, an online platform for mortgage origination and related services, from January 2021 to April 2022. Ms. Yu is the Co-Founder of FreeWheel Media, Inc., which provides a technology platform for the management and monetization of digital television advertising, and served as its Chief Technology Officer from 2007 to 2014, when FreeWheel was acquired by Comcast. Following the sale, Ms. Yu served as Chief Technology Officer of Comcast’s Advanced Advertising Division. Prior to co-founding FreeWheel, Ms. Yu spent over nine years at DoubleClick, where she served as the Vice President of engineering from 2005 until 2007. She received her Bachelor’s degree from Peking University in 1995 and a Master’s degree in Mathematics from Ohio University in 1998. Ms. Yu brings to the board extensive experience building, leading and scaling engineering teams for large digital advertising technology companies.

  6. Incumbent Directors – Class II

    Incumbent Directors – Class II Michael G. Barrett has been a member of our board of directors and has served as our Chief Executive Officer since March 2017. Mr. Barrett also served as our President from March 2017 until January 2025, except for the period from April 2020 to June 2020. He has served on the board of Outfront Media, Inc., a leading out-of-home media company, since August 2025. Mr. Barrett previously served as the President of Ichabod Farm Ventures LLC, an investment company that he founded. From January 2014 to December 2015, he served as President and Chief Executive Officer of Millennial Media, Inc. From July 2012 to December 2012, Mr. Barrett served as Global Chief Revenue Officer and Executive Vice President at Yahoo! Inc. Prior to Yahoo!, from January 2012 to July 2012, Mr. Barrett served as Director at Google Inc. (now Alphabet Inc.), where he led the integration efforts following Google’s acquisition of AdMeld Inc., a global supply side platform solution for premium publishers. Mr. Barrett previously served as Chief Executive Officer at AdMeld from November 2008 to December 2011. Mr. Barrett also held senior positions at AOL, Fox Interactive Media and Disney Online. Mr. Barrett served on the board of directors of Media Math, a demand-side platform, from January 2013 to April 2020. Mr. Barrett brings to the board extensive experience in digital advertising and advertising technology, as well as significant executive management expertise. Rachel Lam has been a member of our board of directors since April 2020. She previously served as a member of Telaria’s board since May 2013. Ms. Lam is the Co-Founder and Managing Partner of Imagination Capital, an early-stage venture capital firm founded in 2017. From 2003 to 2017, Ms. Lam served as Group Managing Director of the Time Warner Investments Group, the strategic investing arm of Time Warner Inc. She managed Time Warner’s investments in numerous digital media companies, and served on the board of directors of privately held Maker Studios and Bluefin Labs prior to their sales to the Walt Disney Company and Twitter, respectively. Ms. Lam has previously served on 20 boards of directors over the years and currently serves on the board of Porch Group, Inc., a Nasdaq listed company that is a leading software and insurance platform, since August 2021, where she is also the chair of the nominating and governance committee. From December 2021 until March 2024, Ms. Lam served on the board of Innovid, Inc., a formerly NYSE listed company prior to its strategic sale. In March 2025, Ms. Lam joined the board of Action Against Hunger USA, a leading non-profit organization fighting global hunger. Ms. Lam received a B.S. in industrial engineering and operations research from U.C. Berkeley and an M.B.A. from Harvard Business School. Ms. Lam brings to the board extensive experience serving on public and private boards, along with her financial, M&A and strategy experience. Robert F. Spillane joined our board of directors in connection with our initial public offering in April 2014. From 1998 to 2017, Mr. Spillane was a Managing Principal at DigaComm, L.L.C., a private investment firm that leads early-stage venture capital transactions, primarily involving companies in technology and digital media. Mr. Spillane was formerly a Principal and President and CEO of the investment group, DM Holdings, Inc., which was formed in 1991 to acquire Donnelley Marketing, Inc. from The Dun and Bradstreet Corporation. Donnelley Marketing was a leading direct marketing and information services company. Mr. Spillane served as President and CEO, and on the board of directors of Donnelley Marketing, Inc. Prior to joining DM Holdings, Mr. Spillane was the Executive Vice President of Diamandis Communications, Inc., then a leading consumer magazine publisher, formed in 1987 in a leveraged buyout of CBS Magazines from CBS Inc., and also served as a member of the Diamandis board of directors from 1987 to 1990. Prior to Diamandis, Mr. Spillane held various executive positions with CBS, Inc., including Senior Vice President Group Publisher, Vice President of Circulation, Vice President General Manager of the CBS Special Interest Magazine Group, and Vice President Sales and Marketing of Fawcett Books. His ten-year career at CBS culminated in service from 1985 to 1987 as Senior Vice President, Publishing of CBS Magazines. In that capacity, he was directly responsible for 10 magazines. From 1972 to 1977, Mr. Spillane held various positions with Chesebrough Ponds, Inc. Mr. Spillane also served on the board of directors of TVSM, Inc., a private media company, from 1992-1998. Mr. Spillane brings to the board expertise in the publishing and advertising businesses, as well as significant experience with operations and mergers and acquisitions.

  7. Vote Required for the Election of Directors

    Vote Required for the Election of Directors Our bylaws provide that, in an uncontested election, each director nominee must receive the affirmative vote of the majority of votes cast in order to be elected to our board of directors. The affirmative vote of the “majority of votes cast” means the number of shares voted FOR a director nominee exceeds the number of shares voted AGAINST that director nominee. Each of our director nominees currently serves on the board. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the board as a “holdover director.” Our Corporate Governance Guidelines provide that each incumbent director nominee who is not re-elected is expected to submit to the board his or her resignation from our board of directors and all committees thereof. The nominating and governance committee, composed entirely of independent directors, will evaluate and make a recommendation to the board with respect to any submitted resignation and the board must decide whether to accept or reject the resignation, or to take other action, within 90 days following certification of the stockholder vote. No director may participate in the nominating and governance committee or the board’s consideration of his or her own resignation. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF PAUL CAINE, DOUG KNOPPER, AND DAVID PEARSON AS CLASS III DIRECTORS.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Each member of our board of directors who is not employed by us or any of our subsidiaries, referred to as a non-employee director, is compensated for service on our board through a combination of annual cash retainers and equity awards. For purposes of our director compensation program, a non-employee director is a member of our board who is not, and has not been within the previous 180 days, either an employee of ours or any of our subsidiaries or a consultant performing material services to us or any of our subsidiaries. In order to align the interests of non-employee directors and stockholders, equity awards constitute a majority of total director compensation. Directors are reimbursed for travel, food, lodging and other expenses directly related to their activities as directors, such as attendance at board or committee meetings. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our certificate of incorporation and bylaws, and they receive coverage under a director and officer insurance policy that we maintain.

  9. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth all compensation provided to our non-employee directors for 2025. The compensation for Mr. Barrett, our Chief Executive Officer, is described in the “Executive Compensation” section below. Mr. Barrett did not receive any compensation for his services as a director in 2025.

  10. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards($)(2)(3) | Option Awards ($)(2) (4) | Total ($) | | Paul Caine | $125,000 | $187,974 | — | $312,974 | | Sarah P. Harden | $57,500 | $187,974 | — | $245,474 | | Doug Knopper | $70,000 | $187,974 | — | $257,974 | | Rachel Lam | $67,000 | $187,974 | — | $254,974 | | David Pearson | $81,500 | $187,974 | — | $269,474 | | James Rossman | $69,500 | $187,974 | — | $257,474 | | Robert F. Spillane | $75,750(5) | $187,974 | — | $263,724 | | Diane Yu | $55,000 | $187,974 | — | $242,974 |

  11. 2025 Director Compensation Table

    (1)Consists of annual board retainer and fees for service as Chairman, a committee chair, committee member, or Lead Independent Director, as the case may be. See the narrative disclosure above for a description of such fees. (2)In accordance with the rules of the SEC, these amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the non-employee directors during the fiscal year computed in accordance with ASC 718. Our equity awards valuation approach and related underlying assumptions for awards granted in 2025 are described in Note 2 “Organization and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 16 “Stock-Based Compensation” to the Consolidated Financial Statements in our Annual Report on Form 10-K. The reported amounts do not necessarily reflect the value that may be realized by the non-employee director with respect to the awards, which will depend on future changes in stock value and may be more or less than the amount shown. The number of shares granted to directors was determined by dividing the approved value of the awards ($170,000) by the 20-day trailing average of the Company’s stock price on the grant date, and accordingly the grant date fair value of the stock awards may differ from the value of the approved award. (3)Stock awards for 2025 consisted of an annual award of 10,766 restricted stock units granted on June 5, 2025 to each director serving on our board at such time. As of December 31, 2025, the aggregate number of shares of our common stock covered by unvested stock awards held by each of our non-employee directors was as follows:

  12. 2025 Director Compensation Table

    | Paul Caine | 10,766 | | Sarah P. Harden | 10,766 | | Doug Knopper | 10,766 | | Rachel Lam | 10,766 | | David Pearson | 10,766 | | James Rossman | 10,766 | | Robert F. Spillane | 10,766 | | Diane Yu | 10,766 |

  13. 2025 Director Compensation Table

    (4)As of December 31, 2025, the aggregate number of shares of our common stock covered by stock options held by each of our non-employee directors was as follows:

  14. 2025 Director Compensation Table

    | Paul Caine | — | | Sarah P. Harden | — | | Doug Knopper | — | | Rachel Lam | — | | David Pearson | — | | James Rossman | — | | Robert F. Spillane | 32,349 | | Diane Yu | — |

  15. 2025 Director Compensation Table

    (5)Includes fee for service as Lead Independent Director from January 1, 2025 until March 31, 2025.

  16. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives The compensation committee conducts an annual review of our executive compensation program to help confirm that the program: (1) is designed to align the interests of our named executive officers with our stockholders’ interests by rewarding performance that is tied to creating stockholder value; and (2) provides a total compensation package for each of our named executive officers that we believe is competitive and necessary to attract and retain talent. We accomplish these objectives by providing a total compensation package that includes three main components: base salary, annual performance-based cash awards and long-term equity-based awards. We believe that in order to attract and retain top executives, we need to provide them with compensation levels that reward their continued service. Some of the elements, such as base salaries and annual cash awards, are paid out on a short-term or current basis. Other elements, such as equity awards that are subject to multi-year vesting schedules and benefits provided upon certain terminations of employment, are paid out on a long-term basis. We believe this mix of short- and long-term elements allows us to achieve our goals of attracting, retaining and motivating our top executives. In structuring executive compensation packages, the compensation committee considers how each component promotes retention and motivates performance. Base salaries, severance and other termination benefits are primarily intended to attract and retain highly qualified executives. These elements of our executive compensation program are generally not dependent on performance. Annual cash bonus opportunities and performance-based long-term equity awards provide further incentives to achieve performance goals specified by the compensation committee and long-term equity awards also provide incentives to help create value for our stockholders and continue employment with us through specified vesting dates. Payment of our annual performance-based cash awards is solely contingent upon the achievement of financial performance metrics. The amount of compensation ultimately received for these awards varies with our annual financial performance, thereby providing additional incentives to achieve short-term or annual goals that we believe will maximize stockholder value over the long term. We believe that by providing a significant portion of our named executive officers’ total compensation package in the form of equity-based awards, we are able to create an incentive to build stockholder value over the long-term and more closely align the interests of our named executive officers to those of our stockholders. Our annual equity awards to named executive officers for 2025 consisted of performance stock units (“PSUs”), stock options (for the CEO only) and restricted stock unit awards, which generally only vest if the executive remains employed with us through the vesting date.

  17. Compensation Determination Process

    Compensation Determination Process The compensation committee considers, determines, reviews, and revises all components of each named executive officer’s compensation. It may not delegate that responsibility. The compensation committee also has oversight of and consults with management regarding executive and non-executive employee compensation plans and programs, including administration of our equity incentive plans. The compensation committee retains an independent executive compensation consultant, Semler Brossy Consulting Group, LLC, referred to as Semler Brossy, to provide input, analysis, and consultation about our executive compensation. During 2025, Semler Brossy’s work with the compensation committee included analysis, advice, and recommendations on total compensation philosophy; peer groups and market assessment and analysis; compensation program design, including program goals, components, and metrics; equity usage and allocation; compensation trends in comparable business sectors and in the general marketplace for senior executives; the compensation of non-employee directors; regulatory factors; and the compensation of the chief executive officer and the other named executive officers, including advice on the design of cash-based and equity-based compensation. Semler Brossy reports directly and solely to the compensation committee and performs compensation consulting services for the compensation committee at its request. Semler Brossy is not engaged to perform services directly for our management. The compensation committee has concluded that no conflict of interest exists with respect to its engagement of Semler Brossy nor are there other factors that would adversely impact Semler Brossy’s independence in advising the compensation committee under applicable SEC and Nasdaq rules. The compensation committee reached this conclusion after considering the following six factors, as well as Semler Brossy’s views regarding its independence and other information the compensation committee deemed relevant: (i) the provision of other services to us by Semler Brossy; (ii) the amount of fees received from us by Semler Brossy, as a percentage of the total revenue of Semler Brossy; (iii) the policies and procedures of Semler Brossy that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the Semler Brossy consultants with a member of the compensation committee; (v) any of our stock owned by the Semler Brossy consultants; and (vi) any business or personal relationship of the Semler Brossy consultants or Semler Brossy with any of our executive officers. Executive officers do not propose or seek approval for, or have any decision-making authority with respect to, their own compensation. Executive officers are also not present during any deliberations or determinations of their pay or performance. The chief executive officer makes recommendations to the compensation committee on the base salary, annual incentive cash targets, and equity awards for each named executive officer other than himself, based on his assessment of each executive officer’s performance during the year and other factors, including compensation survey data and input from Semler Brossy. Performance reviews for the chief executive officer and other named executive officers include factors that may vary depending on the role of the individual officer, including strategic capability—how well the executive officer identifies and develops relevant business strategies and plans; execution—how well the executive officer executes strategies and plans; and leadership capability—how well the executive officer leads and develops the organization and its people. The compensation committee conducts an annual performance review of the chief executive officer to evaluate the Company’s performance, his performance and the performance of the management team and considers this review in determining the chief executive officer’s base salary, annual performance-based cash incentive target, and equity awards. We have engaged in discussions regarding our compensation philosophy with several of our large stockholders, and we intend to engage in further compensation-related discussions from time to time at such stockholders’ request.

  18. Peer Group Compensation Assessment

    Peer Group Compensation Assessment The compensation committee works with Semler Brossy periodically to select a peer group of companies in our industry to assist the compensation committee in making its compensation decisions. Although the compensation committee reviews and discusses the peer company compensation data provided by Semler Brossy to help inform its decision-making process, the compensation committee does not set compensation levels at any specific level or percentile against the peer group data. The peer company data is only one point of information taken into account by the compensation committee in making compensation decisions. In July 2024, the compensation committee, with assistance from Semler Brossy, reviewed Magnite’s current peer group companies. The compensation committee determined that for 2025, three companies should be added to the peer group (Criteo, Taboola.com, and Yelp) and three companies should be removed (Digital Turbine, LivePerson, and New Relic) to further balance the scope and scale of the group. Peer group companies were selected based on several criteria, including being similar in size, favoring companies based in California or New York, and having a reasonably comparable business. Specifically, the criteria the compensation committee used to assess our peer group used for informing 2025 compensation decision are summarized below: •Size and Scale: Using our 2024 peer group as a starting point, we initially identified a group of companies with (i) a range of annual revenues of approximately $210 million to approximately $1.9 billion, roughly 1/3x to 3x our annualized revenues of approximately $639 million at the time of the analysis and (ii) market capitalizations of approximately $620 million to approximately $5.6 billion, roughly 1/3x to 3x our market capitalization of approximately $1.9 billion at the time of the analysis. •Industry and Business: We identified innovative companies that focused on advertising and video orientation, and were heavily impacted by marketing budgets and customer spend. •Other Qualitative Factors: We identified companies that were located in California, New York, or other major metropolitan areas, operated online exchanges or marketplaces, or were strong talent competitors.

  19. Peer Group Compensation Assessment

    | | Fiscal 2025 Peer Group | | | Blackline | Integral Ad Science | Taboola.com | | Cardlytics | LiveRamp | TechTarget | | Criteo | MediaAlpha | Yelp | | DoubleVerify | PubMatic | Zeta Global | | EverQuote | QuinStreet | | | fuboTV | SPS Commerce | |

  20. Base Salaries

    Base Salaries Base salaries for our named executive officers are designed to be competitive when compared with similarly situated executives within our peer group, and are based on a variety of factors, including level of responsibility, performance, and the recommendations of the chief executive officer for named executive officers other than the chief executive officer. Base salaries are reviewed annually or at the time of promotion or other changes in responsibilities. In determining whether to award base salary increases, the compensation committee considers our overall business outlook, our budget, the executive’s individual performance, historical compensation, market compensation levels for comparable positions, internal pay equity, and other factors, including any retention concerns. After consideration of the data from the peer group described above and the other factors described in the preceding paragraph, the compensation committee made changes to incumbent named executive officers’ base salaries, effective January 2025, as shown in the table below.

  21. Annual Performance-Based Cash Awards

    Annual Performance-Based Cash Awards Our named executive officers are eligible to receive performance-based cash incentive payments under our Executive Cash Incentive Plan, referred to as the Executive Bonus Plan, which is administered by our compensation committee. The amount of cash incentive payments under the Executive Bonus Plan is determined based upon the achievement of pre-established corporate financial objectives that the compensation committee believed were challenging yet achievable. The compensation committee utilized an annual structure for the 2025 Executive Bonus Plan. The compensation committee made changes to target annual bonus as a percentage of base salary for certain NEOs in 2025, as shown in the table below:

  22. Annual Performance-Based Cash Awards

    | Name | 2024 Annual Target % of Base Salary | 2025 Annual Target % of Base Salary | | Michael Barrett | 100% | 100% | | Sean Buckley | 100% | 100% | | David Day | 70% | 100% | | Katie Evans | 70% | 100% | | Adam Soroca | 70% | 70% |

  23. Annual Performance-Based Cash Awards

    In 2025, performance was measured against three financial goals: 35% DV+ Contribution ex-TAC, 35% CTV Contribution ex-TAC, and 30% adjusted EBITDA less capital expenditures, referred to as capex. The compensation committee chose these financial metrics because they represent objectively determinable financial targets and focused the Company on goals important to Magnite’s success. The payout formula for the CTV Contribution ex-TAC and DV+ Contribution ex-TAC performance metrics were adjusted for NEOs from 2024 to 2025 as follows: (i) minimum trigger for 50% payout increased from 80% to 85% achievement; and (ii) maximum trigger for 150% payout increased from 105% to 110% achievement. For a description of how we calculate Contribution ex-TAC and adjusted EBITDA, see the “Key Operating and Financial Performance Metrics” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Company’s Annual Report on Form 10-K.

  24. Original Annual Bonus Targets and Payout

    Original Annual Bonus Targets and Payout At the beginning of 2025, the compensation committee established performance goals for fiscal year 2025 as reflected in the table below, which would have yielded the payout results set forth in the table.

  25. Original Annual Bonus Targets and Payout

    | Performance Goal | Metric Weight | Threshold | Target (100% payout) | Maximum (150% payout) | 2025 Actual Result (96.84% payout) | | CTV Contribution ex-TAC | 35% | $257.6 million (50% payout) | $303.0 million | $333.3 million | $304.2 million | | DV+ Contribution ex-TAC | 35% | $318.0 million (50% payout) | $374.1 million | $411.5 million | $365.4 million | | Adjusted EBITDA less Capital Expenditures | 30% | $118.6 million (40% payout) | $169.4 million | $203.3 million | $152.2 million |

  26. Revised Annual Bonus Targets and Payout

    Revised Annual Bonus Targets and Payout In December 2025, the compensation committee determined that it was appropriate to exclude $20 million in capital expenditure incurred by the Company in 2025 in the calculation of amounts earned under the 2025 Executive Bonus Plan. The additional capital expenditure was connected to a pull forward of planned expenses to accelerate the build out of the Company’s on-prem data infrastructure. In February 2026, the compensation committee determined that for fiscal year 2025, the Company achieved CTV Contribution ex-TAC of $304.2 million, DV+ Contribution ex-TAC of $365.4 million and, after adding back the $20 million capital expenditure, Adjusted EBITDA less capex of $172.2 million, which resulted in a weighted payout percentage of 100.38% of each named executive officers’ target bonus for 2025 (compared to 96.84% before the adjustment). Amounts paid to each named executive officer are set forth in the table below.

  27. Revised Annual Bonus Targets and Payout

    | Name | 2025 Bonus Target | 2025 Bonus % Earned | 2025 Bonus Paid | | Michael Barrett | $650,000 | 100.38% | $652,470 | | Sean Buckley | $600,000 | 100.38% | $602,280 | | David Day | $600,000 | 100.38% | $602,280 | | Katie Evans | $600,000 | 100.38% | $602,280 | | Adam Soroca | $357,000 | 100.38% | $358,357 |

  28. 2025 Annual Equity Awards

    2025 Annual Equity Awards We grant equity-based compensation to our named executive officers in order to attract, retain and reward our executives and strengthen the mutuality of interests between our named executive officers and stockholders. The compensation committee annually determines the form and amount of equity-based incentives granted to executives. In making its determinations, the compensation committee considers factors such as peer group market data, recommendations from Semler Brossy, the executive’s and our performance in the last year and the results achieved by the executive, the executive’s base salary, target annual incentive opportunity and prior grants of equity awards, and the compensation committee’s view regarding the future potential of long-term contributions of the executive. Recommendations of the chief executive officer are also taken into consideration for our named executive officers other than the chief executive officer. Our equity mix is designed to be both retentive and performance oriented. For our CEO, we grant an equity mix of 30% RSUs, 20% Options, and 50% PSUs. For our other NEOs we grant an equity mix of 70% RSUs and 30% PSUs. We believe PSUs strengthen alignment with stockholders, complement other time-vesting equity grants, and provide a longer-term view of performance. In January 2025, each of our named executive officers received an annual equity grant. The number of stock options, RSUs and PSUs granted to each of our named executive officers for the 2025 annual grant is set forth in the table below:

  29. 2025 Annual Equity Awards

    | Name | Number of Stock Options Granted | Number of RSUs Granted | Target Number of PSUs Granted | Total Approved Value(1) | | Michael Barrett | 81,374 | 82,117 | 107,497 | $4,500,000 | | Sean Buckley | — | 123,479 | 41,566 | $2,900,000 | | David Day | — | 127,737 | 43,000 | $3,000,000 | | Katie Evans | — | 123,479 | 41,566 | $2,900,000 | | Adam Soroca | — | 74,513 | 25,083 | $1,750,000 |

  30. 2025 Annual Equity Awards

    (1)The number of RSUs granted is calculated based on the aggregate dollar value of the approved award divided by the average closing market price of our common stock on Nasdaq for the 20 trading days immediately prior to the date of grant. The number of options granted is calculated based on the aggregate dollar value of the approved award divided by an estimated Black-Scholes value, considering the average closing market price of our common stock on Nasdaq for the 20 trading days immediately prior to the date of grant and historical differences in our grant date closing stock price versus the grant’s Black-Scholes value. The number of PSUs granted is calculated based on the aggregate dollar value of the approved award after dividing the award into three tranches (25%, 25%, and 50%) and dividing the dollar value of each tranche by the estimated fair value on the grant date using a Monte Carlo model. As a result of these methods, the fair value of the awards computed in accordance with FASB ASC Topic 718 (and the values reflected in the compensation tables below), may be lower or higher than the equity compensation value approved by the compensation committee, which appears in the table above. If our stock price were not to increase, the stock options will not deliver any economic value because the options have an exercise price equal to our stock price on the date of grant and our equity incentive plans prohibit stock option repricing. The stock options and RSUs reflected in the table above vest over four years and the PSUs reflected in the table above vest over three years to provide an additional retention incentive. In determining the size of the 2025 annual awards for all named executive officers, the compensation committee took into consideration market benchmark levels, individual and overall Company performance, internal pay equity, stockholder dilution, and our CEO’s recommendation (except with respect to his own equity awards). For 2025, the compensation committee determined that PSUs should continue to make up a substantial part of each of the NEOs’ equity awards. The PSUs measure the Company’s TSR performance relative to the Russell 2000 index over three distinct periods (1-year, 2-years, and 3-years) from the performance start date with a weighting of 25% of target number of PSUs in the 1-year performance period, 25% of target number of PSUs in the 2-year performance period, and 50% of target number of PSUs in the 3-year performance period to ensure the majority of the award is connected to long-term performance. Shares that are earned after the 1-year and 2-year performance periods remain subject to time-based vesting conditions until the third anniversary of the grant date consistent with the prior design. The 2024 and 2025 PSU awards also allow for the ability for unearned shares after the 1-year and 2-year performance periods to be earned based on the 3-year performance period to the extent that performance improves over the cumulative 3-year period and would have otherwise been earned if the entire award was based on a single 3-year performance period. The design is aimed to promote engagement from senior executives and limit the risk of a single-point in time calculation for the end-to-end performance period while also staying within reasonable market practices for companies with heightened share price volatility. The Russell 2000 was chosen as the TSR comparator group because the compensation committee believes this index represents a reasonable investment alternative for stockholders considering investing in our business while requiring stable and robust performance outcomes. The PSU awards to Messrs. Barrett, Buckley, Day, and Soroca and Ms. Evans, which were granted in January 2025, have a target of 107,497, 41,566, 43,000, 25,083, and 41,566 stock units, respectively. The PSU awards are eligible to vest between 0% and 150% of the target number of units subject to the award based on the performance schedule below:

  31. 2025 Annual Equity Awards

    | Magnite Relative TSR Ranking vs. Russell 2000 Index | Vesting % of Target Number of PSUs | | 80th Percentile or Higher | 150% | | 55th Percentile | 100% | | 20th Percentile | 25% | | Below 20th Percentile | 0% |

  32. 2025 Annual Equity Awards

    The vesting percentage will be interpolated on a linear basis between the levels stated in the chart above. Additionally, in the event Magnite’s TSR for the performance period is negative, the vesting percent of shares is capped at 100% of target shares. In approving the PSU awards, the compensation committee believed it would enhance the performance-based nature of our executive compensation program and further align the interests of our NEOs with those of our stockholders.

  33. Vesting of February 2022 PSUs

    Vesting of February 2022 PSUs On February 1, 2022, the Company granted Mr. Barrett PSUs that vest based on our TSR for the three-year period beginning on the grant date of the award relative to the TSRs of the companies in the Russell 2000 index over the same period. In February 2025, the compensation committee certified that the Company’s TSR was 14.15% for the performance period, which represented the 67.42th percentile relative to the index. Accordingly, 124.83% of the target PSUs held by Mr. Barrett vested in February 2025.

  34. Vesting of February 2022 PSUs

    | Magnite Relative TSR Ranking vs. Russell 2000 Index | Vesting % of Target Number of PSUs | | 80th Percentile or Higher | 150% | | 55th Percentile | 100% | | 20th Percentile | 25% | | Below 20th Percentile | 0% | | Actual: 67.42th Percentile | Actual: 124.83% |

  35. Vesting of January 2023 PSUs

    Vesting of January 2023 PSUs On January 1, 2023, the Company granted Messrs. Barrett, Buckley, Day, and Soroca and Ms. Evans PSUs that vest based on our TSR for the three-year period beginning on the grant date of the award relative to the TSRs of the companies in the Russell 2000 index over the same period. In January 2026, the compensation committee certified that the Company’s TSR was 44.08% for the performance period, which represented the 68.17th percentile relative to the index. Accordingly, 126.35% of the PSUs held by Messrs. Barrett, Buckley, Day, and Soroca and Ms. Evans vested in January 2026.

  36. Vesting of January 2023 PSUs

    | Magnite Relative TSR Ranking vs. Russell 2000 Index | Vesting % of Target Number of PSUs | | 80th Percentile or Higher | 150% | | 55th Percentile | 100% | | 20th Percentile | 25% | | Below 20th Percentile | 0% | | Actual: 68.17th Percentile | Actual: 126.35% |

  37. Trending Performance for Outstanding Awards

    Trending Performance for Outstanding Awards The compensation committee reviewed interim performance for the Company’s 2024 and 2025 PSU awards, which include 1-year, 2-year, and 3-year performance periods. For the 2024 PSU awards, the completed 1-year and 2-year periods resulted in TSR achievement of 82.34% and 76.93%, corresponding to payout levels of 150% and 150%. For the 2025 PSU awards, the completed 1-year period resulted in TSR achievement of 3.95%, corresponding to a payout level of 79.73%. Final payout levels remain subject to the 3-year performance period and may be increased based on cumulative performance over the full cycle if 3-year performance exceeds interim results. Vesting remains contingent on continued service through the end of the 3-year period.

  38. Severance Agreements

    Severance Agreements We are also party to Executive Severance and Vesting Acceleration Agreements, referred to as the severance agreements, with each of our named executive officers that provide for severance and other termination benefits upon certain qualifying terminations of employment. These severance agreements are intended to provide economic protection so that an executive can remain focused on our business without undue personal concern in the event that his or her position is eliminated or, in some cases, significantly altered by us, which we believe is particularly important in light of the executives’ leadership roles at Magnite. The compensation committee believes that providing severance or similar benefits is common among similarly situated executives in our industry generally and remains important in recruiting and retaining key executives. The prospect of a change in control of Magnite can also cause significant distraction and uncertainty for executive officers and, accordingly, the compensation committee believes that appropriate change in control protections are important tools for aligning executives’ interests with those of our stockholders by allowing our executive officers to focus on strategic transactions that may be in the best interest of our stockholders without undue concern regarding the effect of such transactions on their continued employment. Accordingly, the severance agreements also provide for enhanced severance payments and accelerated vesting of equity awards if the executives’ employment is terminated in connection with or following a change in control of Magnite. For more information regarding the potential payments and benefits that would be provided to our named executive officers in connection with certain terminations of their employment (including terminations in connection with a change in control) on the last business day of fiscal year 2025, please see “Potential Payments upon Termination or Change in Control” below. We do not provide our executives with tax “gross-up” payments in connection with a termination of their employment and/or a change in control of Magnite.

  39. Policy Against Repricing and Cash Buyouts

    Policy Against Repricing and Cash Buyouts Our 2014 Amended and Restated Equity Incentive Plan and 2014 Inducement Grant Equity Incentive Plan prohibit our board from decreasing the exercise price of or otherwise repricing awards of stock options and stock appreciation rights unless such action is first approved by our stockholders. In addition, the plans prohibit us from redeeming or repurchasing stock options or stock appreciation rights unless such redemptions or repurchases are approved by our stockholders.

  40. Policy Regarding Equity-Based Awards

    Policy Regarding Equity-Based Awards Our Equity Award Grant Guidelines set forth our policies and procedures with respect to the granting of equity awards, including stock options, to employees and executive officers of the Company. Equity awards for board members are subject to our Non-Employee Director Compensation Policy. All awards are approved by our board of directors or compensation committee. Generally, regular annual equity awards to employees are approved by the compensation committee during the Company’s annual compensation cycle. For new hires, awards are generally granted at the first regularly scheduled quarterly meeting of the compensation committee following the employee’s employment start date. The compensation committee may also approve grants for employees who have not yet commenced employment, in which case the grant will generally occur on the employee’s start date. In 2025, the compensation committee did not consider material nonpublic information when determining the timing and terms of equity awards and the Company did not time the disclosure of material nonpublic information for the purposes of affecting the value of executive compensation.

  41. Risk Assessment in Compensation Programs

    Risk Assessment in Compensation Programs The compensation committee annually assesses our executive and broad-based compensation and benefits programs on an overall basis to determine whether the programs’ provisions and operations create undesired or unintentional material risk. This risk assessment process takes into account numerous compensation terms and practices that we maintain that aid in controlling risk, including the mix of cash, equity, and near- and long-term incentive programs, the use of multi-year vesting periods for equity awards, and a variety of performance criteria for incentive compensation, the clawback provisions that apply to our annual incentive cash plan and equity plan, and the cap on the maximum performance-based cash incentive awards that can be earned in a given year regardless of Company performance. This risk assessment process also included a review of program policies and practices, program analysis to identify risk and risk controls, and determinations as to the sufficiency of risk identification and risk control, the balance of potential risk to potential reward, and the significance of the programs and their risks to Company strategy. Although we reviewed all significant compensation programs, we focused on those programs with variable payout, in particular assessing the ability of participants to directly affect payouts, and the controls on such situations. Based on the foregoing, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us as a whole. We also believe that our incentive compensation programs do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls and our risk-management practices; and are adequately supported by the compensation committee’s oversight of our executive compensation programs.

  42. Summary Compensation Table - 2025

    Summary Compensation Table - 2025 The following table and narratives that follow describe the 2025, 2024 and 2023 compensation provided to our named executive officers.

  43. Summary Compensation Table - 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Michael Barrett | 2025 | 650,000 | 23,010(4) | 3,601,632 | 927,883 | 629,460(5) | 10,635(3) | 5,842,620 | | President and CEO | 2024 | 625,000 | — | 3,111,848 | 823,337 | 676,438 | 10,485 | 5,247,108 | | | 2023 | 625,000 | — | 3,541,462 | 943,752 | 519,625 | 10,035 | 5,639,874 | | Sean Buckley | 2025 | 600,000 | 21,240(4) | 2,902,469 | — | 581,040(5) | 7,635(3) | 4,112,384 | | President, Revenue & Market Strategy | 2024 | 572,500 | — | 1,905,910 | — | 619,617 | 7,291 | 3,105,318 | | | 2023 | 572,500 | — | 2,181,704 | — | 475,977 | 7,291 | 3,237,472 | | David Day | 2025 | 600,000 | 21,240(4) | 3,002,571 | — | 581,040(5) | 10,635(3) | 4,215,486 | | Chief Financial Officer | 2024 | 560,000 | — | 2,160,040 | — | 424,262 | 10,485 | 3,154,787 | | | 2023 | 560,000 | — | 2,472,608 | — | 325,909 | 10,035 | 3,368,552 | | Katie Evans | 2025 | 600,000 | 21,240(4) | 2,902,469 | — | 581,040(5) | 10,635(3) | 4,115,384 | | President, Product & Operations | 2024 | 490,000 | — | 1,524,735 | — | 371,229 | 10,485 | 2,396,449 | | | 2023 | 490,000 | — | 1,745,371 | — | 285,170 | 10,035 | 2,530,576 | | Adam Soroca | 2025 | 510,000 | 12,638(4) | 1,751,488 | — | 345,719(5) | 9,698(3) | 2,629,543 | | Former Chief Product Officer | 2024 | 490,000 | — | 1,524,735 | — | 371,229 | 9,323 | 2,395,287 | | | 2023 | 490,000 | — | 1,745,371 | — | 285,170 | 9,323 | 2,529,864 |

  44. Summary Compensation Table - 2025

    (1)In accordance with the rules of the SEC, these amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the named executive officer during the applicable fiscal year computed in accordance with ASC 718. Magnite’s equity awards valuation approach and related underlying assumptions for awards granted in 2025 are described in Note 2 “Organization and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 16 “Stock-Based Compensation” to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K (and the assumptions for awards granted prior to 2025 are set forth in the corresponding notes in the Annual Report on Form 10-K for the applicable fiscal year). With respect to the 2025 PSUs, assuming the maximum level of performance conditions were achieved, the aggregate market value of the PSUs on the date of grant for each of Mr. Barrett, Mr. Buckley, Mr. Day, Ms. Evans, and Mr. Soroca would be $2,654,109, $1,026,281, $1,061,686,, $1,026,281, and $619,308, respectively. (2)Represents performance-based cash incentive amounts earned by the named executive officers for service during the year, including amounts paid subsequent to that year based upon performance during that year. (3)Includes 401(k) plan matching contributions and contributions to life insurance premiums. (4)Represents an adjustment to the 2025 annual incentive program approved by the compensation committee, which increased the overall payout from 96.84% of target to 100.38% of target. (5)Represents amount earned under the 2025 annual incentive program at 96.84% payout, prior to any adjustment.

  45. Grants of Plan-Based Awards - 2025

    Grants of Plan-Based Awards - 2025 The following table provides information regarding the equity and non-equity incentive plan awards that were granted to Magnite’s named executive officers in 2025.

  46. Grants of Plan-Based Awards - 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael Barrett | — | 305,500 | 650,000 | 975,000 | — | — | — | — | — | — | — | | | 1/9/2025 | — | — | — | — | — | — | 82,117 | — | — | 1,351,646 | | | 1/9/2025 | — | — | — | — | — | — | — | 81,374 | 16.46 | 927,883 | | | 1/9/2025(3) | — | — | — | 26,875 | 107,497 | 161,246 | — | — | — | 2,249,986 | | Sean Buckley | — | 282,000 | 600,000 | 900,000 | — | — | — | — | — | — | — | | | 1/9/2025 | — | — | — | — | — | — | 123,479 | — | — | 2,032,464 | | | 1/9/2025(3) | — | — | — | 10,392 | 41,566 | 62,350 | — | — | — | 870,005 | | David Day | — | 282,000 | 600,000 | 900,000 | — | — | — | — | — | — | — | | | 1/9/2025 | — | — | — | — | — | — | 127,737 | — | — | 2,102,551 | | | 1/9/2025(3) | — | — | — | 10,751 | 43,000 | 64,501 | — | — | — | 900,020 | | Katie Evans | — | 282,000 | 600,000 | 900,000 | — | — | — | — | — | — | — | | | 1/9/2025 | — | — | — | — | — | — | 123,479 | — | — | 2,032,464 | | | 1/9/2025(3) | — | — | — | 10,392 | 41,566 | 62,350 | — | — | — | 870,005 | | Adam Soroca | — | 167,790 | 357,000 | 535,500 | — | — | — | — | — | — | — | | | 1/9/2025 | — | — | — | — | — | — | 74,513 | — | — | 1,226,484 | | | 1/9/2025(3) | — | — | — | 6,271 | 25,083 | 37,625 | — | — | — | 525,004 |

  47. Grants of Plan-Based Awards - 2025

    (1) Represents full year cash bonus opportunity. (2)In accordance with the rules of the SEC, these amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the named executive officer during 2025 computed in accordance with ASC 718. Our equity awards valuation approach and related underlying assumptions for awards granted in 2025 are described in Note 2 “Organization and Summary of Significant Accounting Policies-Stock-Based Compensation” and Note 16 “Stock-Based Compensation” to the Consolidated Financial Statements in our Annual Report on Form 10-K. (3)Grant of a performance stock unit. The award is eligible to vest as to 0% to 150% of the target number of shares, based on the issuer’s total stockholder return (TSR) performance relative to the Russell 2000 index over three distinct periods (1-year, 2-years, and 3-years) from the performance start date of January 1, 2025, with 25% of target number of PSUs measured against the 1-year performance period, 25% of target number of PSUs measured against the 2-year performance period, and 50% of target number of PSUs measured against the 3-year performance period. These PSU awards also allow for the ability for unearned shares after the 1-year and 2-year performance periods to be earned based on the 3-year performance period to the extent that such shares would have otherwise been earned if the entire award was based on a single 3-year performance period. All PSUs, regardless of the applicable performance period, are subject to time-based vesting conditions that require the recipient to remain in continuous service with the Company through the third anniversary of the grant date.

  48. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  49. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  50. Outstanding Equity Awards as of December 31, 2025

    | | | Option Awards | | | | Stock Awards - RSUs | | Stock Awards - PSUs | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Michael Barrett | 1/9/25 | — | 81,374(2) | 16.46 | 1/9/35 | — | — | — | — | | | 1/2/24 | 62,229 | 67,641(3) | 9.20 | 1/2/34 | — | — | — | — | | | 1/1/23 | 94,697 | 35,173(4) | 10.59 | 1/1/33 | — | — | — | — | | | 2/1/22 | 165,040 | 7,176(5) | 13.90 | 2/1/32 | — | — | — | — | | | 4/1/21 | 54,358 | — | 42.80 | 4/1/31 | — | — | — | — | | | 4/1/20 | 231,568 | — | 5.28 | 4/1/30 | — | — | — | — | | | 2/22/19 | 300,000 | — | 5.14 | 2/22/29 | — | — | — | — | | | 3/15/18 | 300,000 | — | 1.97 | 3/15/28 | — | — | — | — | | | 3/17/17 | 686,160 | — | 5.80 | 3/17/27 | — | — | — | — | | | 1/9/25 | — | — | — | — | 82,117(6) | 1,332,759 | — | — | | | 1/2/24 | — | — | — | — | 66,057(7) | 1,072,105 | — | — | | | 1/1/23 | — | — | — | — | 35,569(8) | 577,285 | — | — | | | 2/1/22 | — | — | — | — | 8,640(9) | 140,227 | — | — | | | 1/9/25 | — | — | — | — | — | — | 107,497(10) | 1,744,676 | | | 1/2/24 | — | — | — | — | — | — | 253,760(11) | 4,118,525 | | | 1/1/23 | — | — | — | — | — | — | 253,760(12) | 4,118,525 | | | 8/26/21 | — | — | — | — | — | — | 379,635(13) | 6,161,476 |

  51. Outstanding Equity Awards as of December 31, 2025

    | | | Option Awards | | | | Stock Awards - RSUs | | Stock Awards - PSUs | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Sean Buckley | 2/1/22 | 82,520 | 3,588(5) | 13.90 | 2/1/32 | — | — | — | — | | | 6/1/21 | 43,788 | — | 30.93 | 6/1/31 | — | — | — | — | | | 1/9/25 | — | — | — | — | 123,479(14) | 2,004,064 | — | — | | | 1/2/24 | — | — | — | — | 77,067(15) | 1,250,797 | — | — | | | 1/1/23 | — | — | — | — | 41,499(16) | 673,529 | — | — | | | 2/1/22 | — | — | — | — | 7,564(9) | 122,764 | — | — | | | 1/9/25 | — | — | — | — | — | — | 41,566(10) | 674,616 | | | 1/2/24 | — | — | — | — | — | — | 76,128(11) | 1,235,557 | | | 1/1/23 | — | — | — | — | — | — | 76,128(12) | 1,235,557 | | David Day | 2/1/22 | 66,015 | 2,871(5) | 13.90 | 2/1/32 | — | — | — | — | | | 4/1/21 | 23,634 | — | 42.80 | 4/1/31 | — | — | — | — | | | 4/1/20 | 44,784 | — | 5.28 | 4/1/30 | — | — | — | — | | | 1/9/25 | — | — | — | — | 127,737(17) | 2,073,172 | — | — | | | 1/2/24 | — | — | — | — | 87,342(18) | 1,417,561 | — | — | | | 1/1/23 | — | — | — | — | 47,030(19) | 763,297 | — | — | | | 2/1/22 | — | — | — | — | 6,053(9) | 98,240 | — | — | | | 1/9/25 | — | — | — | — | — | — | 43,000(10) | 697,890 | | | 1/2/24 | — | — | — | — | — | — | 86,279(11) | 1,400,308 | | | 1/1/23 | — | — | — | — | — | — | 86,279(12) | 1,400,308 | | Katie Evans | 2/1/22 | 66,015 | 2,871(5) | 13.90 | 2/1/32 | — | — | — | — | | | 4/1/21 | 17,726 | — | 42.80 | 4/1/31 | — | — | — | — | | | 4/1/20 | 69,470 | — | 5.28 | 4/1/30 | — | — | — | — | | | 2/28/19 | 33,546 | — | 5.16 | 2/27/29 | — | — | — | — | | | 1/9/25 | — | — | — | — | 123,479(14) | 2,004,064 | — | — | | | 1/2/24 | — | — | — | — | 61,653(20) | 1,000,628 | — | — | | | 1/1/23 | — | — | — | — | 33,197(21) | 538,787 | — | — | | | 2/1/22 | — | — | — | — | 6,053(9) | 98,240 | — | — | | | 1/9/25 | — | — | — | — | — | — | 41,566(10) | 674,616 | | | 1/2/24 | — | — | — | — | — | — | 60,904(11) | 988,472 | | | 1/1/23 | — | — | — | — | — | — | 60,903(12) | 988,456 | | Adam Soroca | 2/1/22 | 66,015 | 2,871(5) | 13.90 | 2/1/32 | — | — | — | — | | | 4/1/21 | 17,726 | — | 42.80 | 4/1/31 | — | — | — | — | | | 4/1/20 | 84,908 | — | 5.28 | 4/1/30 | — | — | — | — | | | 2/20/19 | 80,001 | — | 4.92 | 2/20/29 | — | — | — | — | | | 1/9/25 | — | — | — | — | 74,513(22) | 1,209,346 | — | — | | | 1/2/24 | — | — | — | — | 61,653(20) | 1,000,628 | — | — | | | 1/1/23 | — | — | — | — | 33,197(21) | 538,787 | — | — | | | 2/1/22 | — | — | — | — | 6,053(9) | 98,240 | — | — | | | 1/9/25 | — | — | — | — | — | — | 25,083(10) | 407,097 | | | 1/2/24 | — | — | — | — | — | — | 60,904(11) | 988,472 | | | 1/1/23 | — | — | — | — | — | — | 60,903(12) | 988,456 |

  52. Outstanding Equity Awards as of December 31, 2025

    (1)In accordance with the rules of the SEC, the values represent the product of the number of shares that have not vested and $16.23, which was the closing market price of our common stock on December 31, 2025. The reported amount does not necessarily reflect the value that may be realized by the individual because the awards vest over a specified period of time from the date of grant contingent upon continued employment and, in the case of PSUs, the issuer’s total stockholder return or the issuer achieving certain share price targets over the performance period, and the actual amount received upon sale of shares will depend upon the fair market value of the shares at the times they are sold. (2)These stock options vest (or vested) with respect to 25% of the underlying shares on January 1, 2026 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. (3)These stock options vest (or vested) with respect to 25% of the underlying shares on January 1, 2025 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. (4)These stock options vest (or vested) with respect to 25% of the underlying shares on January 1, 2024 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. (5)These stock options vest (or vested) with respect to 25% of the underlying shares on February 1, 2023 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. (6)These RSUs vest (or vested) as follows: 22,240 shares on February 15, 2026, 5,132 shares on each May 15, August 15, November 15, and February 15 thereafter until November 15, 2028, and 3,425 shares on February 15, 2029. (7)These RSUs vest (or vested) as follows: 7,622 shares on each February 15, May 15, August 15, and November 15 until November 15, 2027, and 5,081 shares on February 15, 2028. (8)These RSUs vest (or vested) as follows: 7,622 shares on each February 15, May 15, August 15, and November 15 until November 15, 2026, and 5,081 shares on February 15, 2027. (9)These RSUs vest on February 15, 2026. (10)The vesting of these PSUs will be based on the issuer’s total stockholder return (“TSR”) performance relative to the Russell 2000 index over three distinct periods (1-year, 2-years, and 3-years) from the performance start date of January 1, 2025 with a weighting of 25% of target number of PSUs in the 1-year performance period, 25% of target number of PSUs in the 2-year performance period, and 50% of target number of PSUs in the 3-year performance period. The award is eligible to vest as to 0% to 150% of the target number of PSUs in each performance period. These PSU awards also allow for the ability for unearned shares after the 1-year and 2-year performance periods to be earned based on the 3-year performance period to the extent that such shares would have otherwise been earned if the entire award was based on a single 3-year performance period. In accordance with SEC rules, the number of shares reflected in the table above is calculated using the target achievement of 100% for all three performance tranches as of December 31, 2025. (11)The vesting of these PSUs will be based on the issuer’s total stockholder return (“TSR”) performance relative to the Russell 2000 index over three distinct periods (1-year, 2-years, and 3-years) from the performance start date of January 1, 2024 with a weighting of 25% of target number of PSUs in the 1-year performance period, 25% of target number of PSUs in the 2-year performance period, and 50% of target number of PSUs in the 3-year performance period. The award is eligible to vest as to 0% to 150% of the target number of PSUs in each performance period. These PSU awards also allow for the ability for unearned shares after the 1-year and 2-year performance periods to be earned based on the 3-year performance period to the extent that such shares would have otherwise been earned if the entire award was based on a single 3-year performance period. In accordance with SEC rules, the number of shares reflected in the table above is calculated using the maximum achievement of 150% for all three performance tranches as of December 31, 2025. (12)The vesting of these PSUs will be determined based on the issuer’s total stockholder return (“TSR”) for the three-year period beginning on the grant date of the award relative to the TSRs of the companies in the Russell 2000 index over that period. The award is eligible to vest as to 0% to 150% of the target number of PSUs. In accordance with SEC rules, the number of shares reflected in the table above is calculated using the maximum achievement of 150% as of December 31, 2025. (13)The award consists of three equal tranches, which vest if the Company achieves share price targets of $60.00, $80.00, and $100.00, respectively, over 60 consecutive trading days during a performance period commencing on August 26, 2022 and ending on August 26, 2026. To the extent any of the performance-based requirements are met, the Company’s CEO must also provide continued service to the Company through at least August 26, 2024 to receive any shares of common stock underlying the grant and through August 26, 2026 to receive all of the shares of common stock underlying the performance units that have satisfied the applicable performance-based requirement. In accordance with SEC rules, the number of shares reflected in the table above assumes full achievement. (14) These RSUs vest (or vested) as follows: 33,442 shares on February 15, 2026, 7,717 shares on each May 15, August 15, November 15, and February 15 thereafter until November 15, 2028, and 5,150 shares on February 15, 2029. (15) These RSUs vest (or vested) as follows: 8,892 shares on each February 15, May 15, August 15, and November 15 until November 15, 2027 and 5,931 shares on February 15, 2028. (16) These RSUs vest (or vested) as follows: 8,892 shares on each February 15, May 15, August 15, and November 15 until November 15, 2026 and 5,931 shares on February 15, 2027. (17) These RSUs vest (or vested) as follows: 34,595 shares on February 15, 2026, 7,984 shares on each May 15, August 15, November 15, and February 15 thereafter until November 15, 2028, and 5,318 shares on February 15, 2029. (18) These RSUs vest (or vested) as follows: 10,078 shares on each February 15, May 15, August 15, and November 15, until November 15, 2027, and 6,718 shares on February 15, 2028. (19) These RSUs vest (or vested) as follows: 10,078 shares on each February 15, May 15, August 15, and November 15 until November 15, 2026, and 6,718 shares on February 15, 2027. (20) These RSUs vest (or vested) as follows: 7,114 shares on each February 15, May 15, August 15, and November 15 until November 15, 2027 and 4,741 shares on February 15, 2028. (21) These RSUs vest (or vested) as follows: 7,114 shares on each February 15, May 15, August 15, and November 15 until November 15, 2026 and 4,741 shares on February 15, 2027. (22) These RSUs vest (or vested) as follows: 20,181 shares on February 15, 2026, 4,657 shares on each May 15, August 15, November 15, and February 15 thereafter until November 15, 2028, and 3,105 shares on February 15, 2029.

  53. Option Exercises and Stock Vested - 2025

    Option Exercises and Stock Vested - 2025 The following table provides information regarding stock options that were exercised by our named executive officers during 2025 and the restricted stock unit awards and any PSU awards held by our named executive officers that vested during 2025.

  54. Option Exercises and Stock Vested - 2025

    | | Option Awards | | Stock Awards | | | Name | Gross Number of Shares Acquired on Exercise(#) | Value Realized on Exercise ($)(1) | Gross Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Michael Barrett | — | — | 279,316 | 5,377,757 | | Sean Buckley | — | — | 138,385 | 2,593,631 | | David Day | 148,146 | 2,245,769 | 141,729 | 2,664,811 | | Katie Evans | 56,137 | 907,270 | 107,307 | 2,014,912 | | Adam Soroca | 74,956 | 1,273,311 | 107,307 | 2,014,912 |

  55. Option Exercises and Stock Vested - 2025

    (1)The value realized upon the exercise of a stock option is calculated by multiplying (i) the number of shares of our common stock to which the exercise of the option related, by (ii) the difference between the per-share closing price of our common stock on the date the stock option was exercised and the per-share exercise price of the options. Represents the gross value realized prior to any applicable tax withholding. (2)The value realized upon the vesting of a stock award is calculated by multiplying (i) the number of shares of our common stock that vested, by (ii) the per-share closing price of our common stock on the vesting date. Represents the gross value realized prior to any applicable tax withholding.

  56. Severance and Potential Payments upon Termination or Change in Control

    Severance and Potential Payments upon Termination or Change in Control The following section describes the benefits that may become payable to our named executive officers in connection with a termination of their employment with us and/or a change in control of Magnite. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from the amounts presented below. Factors that could affect these amounts include the timing during the year of any such event. We are a party to an Executive Severance and Vesting Acceleration Agreement, referred to as the severance agreement, with each of our named executive officers. These agreements, which were most recently updated in April 2023, provide that if we terminate the employment of any of these executives without “cause”, if any of these executives resigns for “good reason”, or if the executive’s employment terminates due to the executive’s death or “disability” (as such terms are defined in the severance agreement), and prior to and not in connection with the consummation of a “sale transaction” (as such term is defined in the severance agreement), the executive will be entitled to receive (A) continuation of his or her then-current base salary for 12 months, (B)(i) for Mr. Buckley, a full target bonus and pro-rata performance bonus for the year of termination based upon the portion of the year worked and net of bonus amounts previously paid for the year, (ii) for Messrs. Barrett, Day, and Soroca and Ms. Evans, a pro-rata target bonus for the year of termination based upon the portion of the year worked and net of bonus amounts previously paid for the year, (C) continuation of group health insurance coverage or reimbursement of premiums for each executive and his or her respective dependents for 12 months, and (D) accelerated vesting of equity awards that vest solely over time for 12 months following termination of employment. If we terminate the employment of any of these executives without cause, if any of them resigns for good reason or if any the executive’s employment terminates due to the executive’s death or disability, in any case in connection with or following a change in control of Magnite (within thirteen months after the change in control for Mr. Barrett), the benefits described above will be increased to include for Messrs. Barrett and Day, additional cash severance equal to one year’s target bonus (paid over 12 months); and for all the executives, full acceleration of vesting of all equity awards that vest solely over time. For a description of the treatment of outstanding PSU awards in the event of a termination of employment, see the tables below. All severance benefits are conditioned upon these executives entering into a release of claims with us and abiding by the restrictive covenants contained in our standard confidentiality agreement (which includes an indefinite confidentiality covenant and one-year post-termination non-solicitation of employees covenant). The severance agreements also provide that if the payments or benefits made to the executive in connection with a change in control of Magnite would result in an excise tax under Section 280G and 4999 of the U.S. Internal Revenue Code, such payments or benefits will be reduced if and to the extent such a reduction would result in a greater after-tax benefit for the executive. The following tables present our estimates of the value of the payments and benefits that each of the named executive officers would have been entitled to receive (1) had their employment been terminated by us without “cause,” by the executive for “good reason”, or due to the executive’s death or “disability” on December 31, 2025 and (2) had both such a termination of the executive’s employment and a change in control of Magnite occurred on that date. The actual amounts that would be paid upon a named executive officer’s termination of employment and/or a change in control can only be determined at the time of such event.

  57. Pay Versus Performance

    Pay Versus Performance The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our other (non-PEO) NEOs along with total shareholder return (“TSR”), net income (loss), and Total 1 Year Contribution ex-TAC performance results for our fiscal years 2021, 2022, 2023, 2024 and 2025.

  58. Pay Versus Performance

    | | | | | | Investment of Initial Fixed $100 Investment Based on: | | | | | Year(1) | Summary Comp Table Total for PEO(2) | Compensation Actually Paid to PEO(3)(4) | Average Summary Comp Table Total for non-PEO NEOs(2) | Average Compensation Actually Paid to non-PEO NEOs(3)(5) | Magnite’s Total Shareholder Return(6) | Peer Group Total Shareholder Return(6) | GAAP Net Income (Loss) (in thousands) | Total 1 Year Contribution ex-TAC Growth(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $5,842,620 | $6,132,161 | $3,768,199 | $4,144,248 | $53 | $64 | $144,613 | 10% | | 2024 | $5,247,108 | $13,015,836 | $2,762,960 | $5,663,915 | $52 | $57 | $22,786 | 11% | | 2023 | $5,639,874 | $2,464,927 | $2,916,616 | $2,528,203 | $30 | $56 | ($159,184) | 7% | | 2022 | $6,128,497 | ($3,532,121) | $3,606,471 | $1,383,790 | $34 | $40 | ($130,323) | 24% | | 2021 | $18,291,589 | ($31,006) | $7,113,462 | $4,617,432 | $57 | $93 | $65 | 90% |

  59. Pay Versus Performance

    (1)NEOs included in the above compensation columns reflect the following:

  60. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Mr. Barrett | Messrs. Buckley, Day, and Soroca and Ms. Evans | | 2024 | Mr. Barrett | Messrs. Day, Buckley, and Soroca and Ms. Evans | | 2023 | Mr. Barrett | Messrs. Day, Buckley, and Soroca and Ms. Evans | | 2022 | Mr. Barrett | Messrs. Day, Buckley, Soroca and Dove and Ms. Evans | | 2021 | Mr. Barrett | Messrs. Day, Buckley and Dove and Ms. Evans |

  61. Pay Versus Performance

    (2)Amounts reported in this column represent (i) the total compensation as reported in the Summary Compensation Table for the applicable year in the case of Mr. Barrett (for each year where he served as principal executive officer) and (ii) the average of the total compensation as reported in the Summary Compensation Table for the Company’s other NEOs for the applicable year. (3)The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns has been estimated pursuant to the guidance in Accounting Standards Codification Topic No. 718: Compensation–Stock Compensation (“ASC Topic 718”). The fair values of restricted stock units that are subject to solely service-based vesting criteria equals the closing price on applicable year-end date(s) or, in the case of vesting dates, the closing price on the applicable vesting dates. The fair values of the one-time PSU award to Mr. Barrett in 2021 that vests upon the attainment of stock price targets and the 2021, 2022, 2023, 2024 and 2025 PSU awards that vest based on TSR achievement were estimated with a Monte Carlo simulation model as of the applicable year-end date(s) using the same methodology as used to estimate the grant date fair value, but using each company’s closing share price on the applicable revaluation date as the current market price and volatility assumptions and risk free rates determined as of the revaluation date based on the length of the award’s remaining performance measurement period. The fair value of PSU awards based on TSR achievement that have reached the end of their three-year performance period but before the service-based vesting criteria is met equals the closing price on the applicable three-year performance period end date multiplied by the actual payout percentage achieved. The fair value of PSU awards based on TSR achievement that have reached the end of their interim one-year or two-year performance periods but have not yet met the service-based vesting criteria equals the closing price on the applicable most recent interim performance period end dates multiplied by the actual payout percentage achieved plus the estimated fair value of the three-year catch-up provision. The fair values of stock options were estimated using the Black-Scholes option pricing model as of the applicable year-end or vesting date(s), using the same methodology as used to estimate the grant date fair value but using (a) the closing share price on the applicable revaluation date as the current market price, (b) an expected remaining life assumption equal to the remaining contractual term, multiple by the ratio of the grant-date expected life to the original contractual term, (c) expected volatility assumptions and risk free rates determined as of the revaluation date based on the length of the expected remaining life, and (d) an expected dividend rate of 0%. For additional information on the assumptions used to estimate the fair value of the awards, see the Notes to Consolidated Financial Statements in Magnite’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years. (4)Compensation Actually Paid to the PEO (Mr. Barrett) reflects the following adjustments from Total compensation reported in the Summary Compensation Table:

  62. Pay Versus Performance

    | | 2025 | | Total Reported in Summary Compensation Table (SCT) | $5,842,620 | | Less, value of Stock and Option Awards reported in SCT | ($4,529,515) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding at Fiscal Year-End | $4,204,089 | | Plus, Year Over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested at Fiscal Year-End | ($431,875) | | Plus, FMV as of Vesting Date of Awards Granted this Year and that Vested this Year | $— | | Plus, Change in Fair Value (from prior year-end to vesting date) of Prior Year awards that Vested this year | $1,046,842 | | Less Prior Year-End Fair Value of Awards Granted in a Prior Year that Failed to vest this year | $— | | Plus, Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | | Total Adjustments | $289,541 | | Compensation Actually Paid | $6,132,161 |

  63. Pay Versus Performance

    (5)The average Compensation Actually Paid to the non-PEO NEOs reflects the following adjustments from average Total compensation reported in the Summary Compensation Table:

  64. Pay Versus Performance

    | | 2025 | | Total Reported in Summary Compensation Table (SCT) | $3,768,199 | | Less, value of Stock and Option Awards reported in SCT | ($2,639,749) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding at Fiscal Year-End | $2,552,724 | | Plus, Year-Over-Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested at Fiscal Year-End(a) | $87,798 | | Plus, FMV as of Vesting Date of Awards Granted this Year and that Vested this Year | $— | | Plus, Change in Fair Value (from prior year-end to vesting date) of Prior Year Awards that Vested this year(a) | $375,276 | | Less Prior Year-End Fair Value of Prior Year Awards Granted in a Prior Year that Failed to vest this year | $— | | Plus, Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | | Total Adjustments | $376,049 | | Compensation Actually Paid | $4,144,248 |

  65. Pay Versus Performance

    (6)Peer group TSR reflects the S&P Internet Select Industry Index performance as reflected in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 pursuant to Item 201(e) of Regulation S-K. For the Company and peer group TSR, each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2020. (7)Total Contribution ex-TAC Growth is used as the Company selected metric. Our 2025 annual incentive program is based 35% on CTV Contribution ex-TAC and 35% on DV+ Contribution ex-TAC which when combined equals our total Contribution ex-TAC. Contribution ex-TAC is calculated as gross profit plus cost of revenue excluding traffic acquisition cost (“TAC”) (see page 51 and 52 of our Annual Report on Form 10-K for the year ended December 31, 2025 for a reconciliation of gross profit to Contribution ex-TAC and Contribution ex-TAC by channel). DV+ Contribution ex-TAC is the sum of Contribution ex-TAC for mobile and desktop. Relationship Between Magnite’s Pay and Performance: Below are graphs showing the relationship of “compensation actually paid” (CAP) to our Chief Executive Officer and other named executive officers in 2021, 2022, 2023, 2024 and 2025 to (1) TSR of both Magnite and the S&P Internet Select Industry Index, (2) Magnite’s net income (loss) and (3) Magnite’s total Contribution ex-TAC growth. Compensation actually paid to our CEO and other named executive officers is correlated strongly with relative TSR. Realized value decreased from 2021 to 2022 due to stock price decline following awards granted in 2021, increased in 2023 and 2024 due to stock price appreciation following awards granted in 2023 and 2024, and decreased slightly in 2025 as the share price remained relatively flat. The relationship between the compensation actually paid and financial metrics has a weaker correlation due to the stronger connection to share price as indicated above. The following is a list of financial performance and non-financial performance measures, which in the Company’s assessment, represent the most important measures used by the Company to link compensation actually paid to the NEOs for 2025:

  66. Pay Versus Performance

    | Total Contribution ex-TAC Growth | | CTV Contribution ex-TAC Growth | | DV+ Contribution ex-TAC Growth | | Adjusted EBITDA less Capital Expenditures | | Relative Total Shareholder Return |