55 unchanged sentences
Intended to Satisfy Rule 10b5-1(c)?
−Removed: Chief Revenue Officer
−Removed: Adopted November 24, 2023
−Removed: March 4, 2024 - November 24, 2025
−Removed: Sell up to 222,015 *, subject to certain conditions
Chief Product Officer
−Removed: Adopted December 14, 2023
−Removed: March 14, 2024 - September 13, 2024
−Removed: Sell up to 108,026 *, subject to certain conditions
−Removed: Chief Financial Officer
−Removed: Adopted December 14, 2023
−Removed: March 18, 2024 - December 6, 2024
−Removed: Sell up to 80,478 , subject to certain conditions
−Removed: Brian Gephart
−Removed: Chief Accounting Officer
−Removed: Adopted December 15, 2023
−Removed: March 15, 2024 - December 13, 2024
+Added: Adopted November 26, 2024
+Added: March 3, 2025 - May 26, 2025
Sell up to 76,323 *, subject to certain conditions
36 unchanged sentences
(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).
−Removed: 3.3 Fourth Amended and Restated Bylaws of Magnite, Inc., dated June 30, 2020 (incorporated by reference to Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 10, 2020).
4.1 Description of Securities (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K filed with the Commission on February 25, 2021).
2 unchanged sentences
The Rubicon Project, Inc.
−Removed: 2007 Stock Incentive Plan and forms of agreements for employees thereunder (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1/A filed with the Commission on March 20, 2014).
−Removed: 10.2+ The Rubicon Project, Inc.
2014 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Commission on April 8, 2016).
8 unchanged sentences
Form of Performance Stock Unit Grant Notice and Award Agreement for Employees under the Magnite, Inc.
−Removed: 2014 Equity Incentive Plan.
+Added: 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.
+Added: 7 to the Registra nt's Annual Report on Form 10-K filed with the Commission on February 28, 2024 ) .
The Rubicon Project, Inc.
3 unchanged sentences
Magnite, Inc.
−Removed: 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) .
+Added: Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 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.
−Removed: Amended and Restated 2014 Equity Incentive Plan.
+Added: Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K filed with the Commis sion on February 2 8, 202 4) .
Form of Restricted Stock Unit Grant Notice and Award Agreement for Employees under the Magnite, Inc.
−Removed: Amended and Restated 2014 Equity Incentive Plan.
+Added: Amended and Restated 2014 Equity Incentive Plan (incorp orated by reference to E xhibit 10.12 to the Regi strant's Annual Report on Form 10-K fil ed with the Commission on February 28, 2024) .
Form of Performance Stock Unit Grant Notice and Award Agreement for Employees under the Magnite, Inc.
−Removed: Amended and Restated 2014 Equity Incentive Plan.
+Added: Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhi bit 10.13 to the Re gistrant's Annual Report on Form 10-K filed with the Commission on February 28, 2024) .
Form of Restricted Stock Unit Grant Notice and Award Agreement for Non-Employee Directors under the Magnite, Inc.
−Removed: Amended and Restated 2014 Equity Incentive Plan.
+Added: Amended and Restated 2014 Equity Incentive Plan ( incorporated by reference to Exhibit 10 .14 to the Re gistrant 's Annual Report on Form 10-K filed with the Commiss ion on February 28, 2024) .
Magnite, Inc.
−Removed: Amended and Restated 2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.
−Removed: 2 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on August 9, 2023)
+Added: 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).
−Removed: Form of Executive Severance and Vesting Acceleration Agreement by and between the Registrant and certain of its executive officers (incorporated by reference to Exhibit 10.23 to the Registrants Form 10-K filed with the Commission on February 27, 2020).
+Added: Form of Executive Severance and Vesting Acceleration Agreement by and between the Registrant and certain of its executive officers (incorporated by reference to Exhibit 10.23 to the Registrant ' s Form 10-K filed with the Commission on February 27, 2020).
Executive Employment Agreement between the Registrant and Michael Barrett, dated March 16, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Commission on March 22, 2017).
5 unchanged sentences
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).
−Removed: Credit Agreement, dated as of April 30, 2021, by and among Magnite, Inc., Goldman Sachs Bank USA, as administrative and collateral agent, and the other lender parties thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on May 10, 2021).
Registration Rights Agreement, dated as of April 30, 2021, by and between Magnite, Inc.
1 unchanged sentence
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).
−Removed: Amendment No.
−Removed: 2, dated as of June 14, 2023, to the Credit Agreement dated as of April 30, 2021, among Magnite, Inc.
−Removed: 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.
−Removed: as revolving facility administrative agent and collateral agent, and other lender parties thereto.
+Added: as revolving facility administrative agent and collateral agent, and other lender parties thereto (incorporated by reference to Exhibit 10.28 of the Registrant's Annual Report on Form 10-K filed with the Commission on February 28, 2024).
+Added: Amendment No.
+Added: 1, dated as of September 18, 2024 among Magnite, Inc., as the borrower, Morgan Stanley Senior Funding, Inc., as the term facility administrative agent, and Citibank, N.A., as revolving facility administrative agent, collateral agent and swingline lender and each Issuing Bank and Lender party thereto (each as defined therein), which amended that certain Credit Agreement, dated as of February 6, 2024 (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Commission on September 18, 2024).
+Added: Insider Trading Policy
21.1* List of Subsidiaries.
9 unchanged sentences
Magnite, Inc.
−Removed: Compensation Recoupment ( Clawback ) Policy.
+Added: Compensation Recoupment (Clawback) Policy (incorporated by reference to Exhibit 97 of the Registrant's Annual Report on Form 10-K filed with the Commission on February 28, 2024) .
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.
18 unchanged sentences
Name Title Date
−Removed: /s/ Michael Barrett President, Chief Executive Officer and Director
−Removed: (Principal Executive Officer) February 28, 2024
+Added: /s/ Michael Barrett Chief Executive Officer and Director
+Added: (Principal Executive Officer)
+Added: February 26, 2025
Michael Barrett
6 unchanged sentences
February 26, 2025
−Removed: /s/ Robert J.
−Removed: Frankenberg Director
−Removed: February 28, 2024
Harden Director
16 unchanged sentences
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.