UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

~~June~~August 56, 2025

Date of Report (Date of earliest event reported)

__________________

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

__________________


Delaware	001-36384	20-8881738
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1250 Broadway, 15th Floor
New York, New York 10001
(Address of principal executive offices, including zip code)

(212) 243-2769
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.00001 per share

MGNI

Nasdaq Global Select Market

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name on each exchange on which registered
Common stock, par value $0.00001 per share	MGNI	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702. ~~Submission~~ Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

At On ~~the~~August 6, 2025, ~~annual~~Magnite, ~~meeting~~Inc., ofor ~~stockholders of~~ the Company, ~~held~~issued ona ~~June~~press 5,release ~~2025,~~announcing ~~the~~financial ~~Company’s~~results ~~stockholders~~for ~~considered~~its ~~three~~fiscal ~~proposals,~~quarter ~~each~~ended ofJune ~~which~~30, is2025. ~~described~~The infull ~~more~~text ~~detail~~of in the ~~Company’s~~press ~~definitive~~release ~~proxy~~issued ~~statement~~in ~~filed~~connection with the ~~Securities~~announcement ~~and~~is ~~Exchange~~furnished ~~Commission~~as onExhibit ~~April 16, 2025 (the “Proxy Statement”)~~99. ~~The~~1 ~~final~~to ~~results~~this ofCurrent ~~voting~~Report on ~~each~~Form ~~proposal are as follows:~~8-K.

~~Proposal~~ The information in this Form 8-K (including Exhibit 99.1~~: Election~~) shall not be deemed “filed” for purposes of ~~three~~Section 18 ~~Class~~of IIthe ~~directors~~Securities toExchange ~~serve~~Act ~~until~~of 1934, as amended (the ~~Company’s~~“Exchange ~~2028~~Act”), ~~annual~~or ~~meeting~~otherwise subject to the liabilities of ~~stockholders~~that ~~and~~section, ~~until~~nor ~~their~~shall ~~respective~~it ~~successors~~be ~~are~~deemed ~~duly~~incorporated ~~elected~~by ~~and~~reference ~~qualified~~in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Michael G. Barrett	101,314,992	4,861,642	55,723	20,025,828
Rachel Lam	100,535,661	5,575,234	121,462	20,025,828
Robert F. Spillane	100,281,948	5,855,923	94,486	20,025,828

Item 9.01. Financial Statements and Exhibits.

~~Michael G. Barrett, Rachel Lam and Robert F. Spillane, the nominees for Class II directors, were each elected.~~(d)Exhibits

~~Proposal~~The ~~2: Ratification~~following ofexhibit ~~the~~relating ~~selection~~to ofItem 2.02 ~~Deloitte~~shall &be ~~Touche~~deemed ~~LLP~~to asbe ~~the~~furnished, ~~Company’s~~and ~~independent~~not ~~registered public accounting firm for the current fiscal year.~~filed:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Exhibit Number		Description
126,066,771	127,414	64,000	---
99.1		Press release dated August 6, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The foregoing proposal was approved.

Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
89,783,997			16,384,488			63,872			20,025,828

The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~MAGNITE, INC.~~

MAGNITE, INC.

Date:

~~June~~August 96, 2025

~~By:~~

~~/s/ David Day~~By:

/s/ David Day

~~David Day~~

David Day

~~Chief Financial Officer~~

Chief Financial Officer

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