What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-22 · 76 added, 7 removed, 150 unchanged (36% of the section changed)

11 unchanged sentences

Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2023.

Deloitte & Touche LLP has independently assessed the effectiveness of our internal control over financial reporting and its report is included under "Item 8.

Financial Statements and Supplementary Data."

Deloitte & Touche LLP has independently assessed the effectiveness of our internal control over financial reporting and its report is included herein.

Inherent Limitations on Effectiveness of Controls

7 unchanged sentences

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Magnite, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Magnite, Inc.

and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 28, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Los Angeles, California

February 28, 2024

Other Information

Trading Plans

In the fourth quarter of 2023, the following trading plans were adopted or terminated by our Section 16 officers or directors:

Officer Title

Date Plan Adopted/Terminated

Duration of Plan

Shares to be Purchased or Sold

Intended to Satisfy Rule 10b5-1(c)?

Chief Revenue Officer

Adopted November 24, 2023

March 4, 2024 - November 24, 2025

Sell up to 222,015 *, subject to certain conditions

Chief Product Officer

Adopted December 14, 2023

March 14, 2024 - September 13, 2024

Sell up to 108,026 *, subject to certain conditions

Chief Financial Officer

Adopted December 14, 2023

March 18, 2024 - December 6, 2024

Sell up to 80,478 , subject to certain conditions

Brian Gephart

Chief Accounting Officer

Adopted December 15, 2023

March 15, 2024 - December 13, 2024

Sell up to 47,020 *, subject to certain conditions

*Represents a combination of previously vested shares and gross amounts of shares that will vest over the duration of the plan (net shares that will actually be sold under the plan are net of tax withholding).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

50 unchanged sentences

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2(E) to the Registrant's Annual Report on Form 10-K filed with the Commission on March 6, 2015).

10.7+ The Rubicon Project, Inc.

2014 Employee Stock Purchase Plan, as amended and restated on July 26, 2018 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on November 7, 2018).

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

2014 Equity Incentive Plan.

The Rubicon Project, Inc.

2 unchanged sentences

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)

Magnite, Inc.

Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exh ibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on August 9, 2023) .

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

Amended and Restated 2014 Equity Incentive Plan.

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

Amended and Restated 2014 Equity Incentive Plan.

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

Amended and Restated 2014 Equity Incentive Plan.

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.

Magnite, Inc.

Amended and Restated 2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.

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

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.17 to the Registrant's Registration Statement on Form S-1/A filed with the Commission on March 20, 2014).

5 unchanged sentences

Sublease between Zillow Group, Inc.

and Magnite, Inc., dated September 21, 2021 (in corporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K filed with the Commission on February 23, 202 2).

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).

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).

3 unchanged sentences

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).

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)

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.

21.1* List of Subsidiaries.

8 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Magnite, Inc.

Compensation Recoupment ( Clawback ) Policy.

101.ins * XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

46 unchanged sentences

February 28, 2024

Troe Director

February 22, 2023

/s/ Diane Yu Director

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures