Form 8-K

8-K — MAGNITE, INC.

Accession: 0001628280-26-053334

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001595974

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mgni-20260805.htm (Primary)

EX-99.1 (a991-earningsq22026.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mgni-20260805.htm · Sequence: 1

mgni-20260805

0001595974FALSE00015959742026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

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

August 5, 2026

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, 9th 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 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 2.02. Results of Operations and Financial Condition.

On August 5, 2026, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference 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.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit Number Description

99.1

Press release dated August 5, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: August 5, 2026 By: /s/ David Day

David Day

Chief Financial Officer

EX-99.1

Filename: a991-earningsq22026.htm · Sequence: 2

Document

Exhibit 99.1

Magnite Reports Second Quarter 2026 Results

Contribution ex-TAC(1) Grows 17% Year-Over-Year

Contribution ex-TAC(1) from CTV Grows 36% Year-Over-Year

Adjusted EBITDA(1) Grows 30% Year-Over-Year

Adjusted EBITDA Margin(2) of 37% in Second Quarter

NEW YORK, August 5, 2026 – Magnite (NASDAQ: MGNI), the largest independent sell-side advertising company, today reported its results of operations for the quarter ended June 30, 2026.

Q2 2026 Highlights:

•Revenue of $192.8 million, up 11% year-over-year

•Contribution ex-TAC(1) of $189.6 million, up 17% year-over-year, exceeded the high end of the guidance range of $177 to $181 million

•Contribution ex-TAC(1) attributable to CTV of $97.1 million, up 36% year-over-year, exceeded the high end of the guidance range of $90 to $92 million

•Contribution ex-TAC(1) attributable to DV+ of $92.5 million, up 2% year-over-year, exceeded high end of the guidance range of $87 to $89 million

•Net income of $19.4 million, or $0.13 per diluted share, compared to a net income of $11.1 million, or $0.08 per share for Q2 2025

•Adjusted EBITDA(1) of $70.6 million, up 30% year-over-year, representing a 37% Adjusted EBITDA margin(2), compared to Adjusted EBITDA(1) of $54.4 million or a 34% margin in Q2 2025

•Non-GAAP earnings per share(1) of $0.26, compared to non-GAAP earnings per share(1) of $0.20 for Q2 2025

•Operating cash flow(3) of $57.4 million

Q3 2026 Expectations:

•Total Contribution ex-TAC(1) to be between $188 million and $192 million

•Contribution ex-TAC(1) attributable to CTV to be between $98 million and $100 million

•Contribution ex-TAC(1) attributable to DV+ to be between $90 million and $92 million

•Adjusted EBITDA operating expenses(4) to be between $119 million and $121 million

Full-Year 2026 Expectations:

•Raising total Contribution ex-TAC(1) growth to be between 13% and 14%, up from at least 11%

•Raising Adjusted EBITDA(1) percentage growth to be greater than 20% from the mid-teens

•Raising Adjusted EBITDA margin(2) to be at least 37% from at least 35.5%

•Raising free cash flow(5) growth to be in the high 40% range from the mid 30% range

“We significantly beat consensus expectations on both the top and bottom line in the second quarter, driven by outperformance in CTV—which grew 36% year-over-year—and a return to growth in DV+. Our CTV momentum continues to be broad-based across leading publisher partners and anchored by the strategic differentiation of SpringServe. On the bottom line, we delivered 30% Adjusted EBITDA growth with a 37% margin. Given this strong execution and ongoing shift toward programmatic streaming, we are also raising both our full-year top-line and margin expectations. Furthermore, we are pleased with our agentic product launches and partner support, and view these as a great future tailwind. We are uniquely positioned between supply and

demand, and with our agentic offerings we believe we will benefit from serving as vital infrastructure for the future of digital advertising,” said Michael G. Barrett, CEO of Magnite.

Magnite Second Quarter 2026 Results Summary

(in millions, except per share amounts and percentages)

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 Change

Favorable/ (Unfavorable) June 30, 2026 June 30, 2025 Change

Favorable/ (Unfavorable)

Revenue $192.8 $173.3 11% $357.2 $329.1 9%

Gross profit $130.8 $108.4 21% $234.7 $201.4 17%

Contribution ex-TAC(1)

$189.6 $162.0 17% $350.5 $307.8 14%

Net income $19.4 $11.1 75% $23.8 $1.5 NM

Adjusted EBITDA(1)

$70.6 $54.4 30% $113.5 $91.2 24%

Adjusted EBITDA margin(2)

37% 34% 3.0 ppt 32% 30% 2 ppt

Basic earnings per share $0.14 $0.08 75% $0.17 $0.01 NM

Diluted earnings per share $0.13 $0.08 63% $0.16 $0.01 NM

Non-GAAP earnings per share(1)

$0.26 $0.20 30% $0.39 $0.32 22%

NM = Not meaningful

Footnotes:

(1) Contribution ex-TAC, Adjusted EBITDA, and non-GAAP earnings per share are non-GAAP financial measures. Please see the discussion in the section called "Non-GAAP Financial Measures" and the reconciliations included at the end of this press release.

(2) Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Contribution ex-TAC.

(3) Operating cash flow is calculated as Adjusted EBITDA less capital expenditures.

(4) Adjusted EBITDA operating expenses is calculated as Contribution ex-TAC less Adjusted EBITDA.

(5)

Free cash flow is defined as operating cash flow (Adjusted EBITDA less capital expenditures) less net interest expense.

Second Quarter 2026 Results Conference Call and Webcast:

The Company will host a conference call on August 5, 2026 at 1:30 PM (PT) / 4:30 PM (ET) to discuss the results for its second quarter of 2026.

Live conference call

Toll free number: (800) 715-9871 (for domestic callers)

Direct dial number: (646) 307-1963 (for international callers)

Passcode: Ask to join the Magnite conference call

Simultaneous audio webcast:

http://investor.magnite.com under "Events and Presentations"

Conference call replay

Toll free number:

(855) 669-9658 (for domestic callers)

Direct dial number: (412) 317-0088 (for international callers)

Passcode: 4765799

Webcast link:

http://investor.magnite.com under "Events and Presentations"

About Magnite

We’re Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising company. Publishers use our technology to monetize their content across all screens and formats including CTV, online video, display, and audio. The world's leading agencies and brands trust our platform to access brand-safe, high-quality ad inventory and execute billions of advertising transactions each month. Anchored in bustling New York City, sunny Los Angeles, mile high Denver, historic London, colorful Singapore, and down under in Sydney, Magnite has offices across North America, EMEA, LATAM, and APAC.

Forward-Looking Statements:

This press release and management's prepared remarks during the conference call referred to above include, and management's answers to questions during the conference call may include, forward-looking statements, including statements based upon or relating to our expectations, assumptions, estimates, and projections. In some cases, you can identify forward-looking statements by terms such as "may," "might," "will," "objective," "intend," "should," "could," "can," "would," "expect," "believe," "design," "anticipate," "estimate," "predict," "potential," "plan" or the negative of these terms, and similar expressions. Forward-looking statements may include, but are not limited to, statements concerning the Company’s guidance or expectations with respect to future financial performance; acquisitions by the Company, or the anticipated benefits thereof; macroeconomic conditions or concerns related thereto; the growth of ad-supported programmatic connected television ("CTV"); our ability to use and collect data to provide our offerings; the scope and duration of client relationships; the fees we may charge in the future; key strategic objectives; anticipated benefits of new offerings; business mix; sales growth; benefits from supply path optimization; our ability to adapt to advancements in artificial intelligence ("AI"); the development of identity solutions; client utilization of our offerings; the impact of requests for discounts, rebates, or other fee concessions; our competitive differentiation; our market share and leadership position in the industry; market conditions, trends, and opportunities; the effects of regulatory developments or antitrust rulings on competitive dynamics in our industry; our litigation against Google LLC, or the anticipated benefits thereof; certain statements regarding future operational performance measures; and other statements that are not historical facts. These statements are not guarantees of future performance; they reflect our current views with respect to future events and are based on assumptions and estimates and subject to known and unknown risks, uncertainties and other factors that may cause our actual results, outcomes, performance or achievements, or the timing thereof, to be materially different from expectations or results projected or implied by forward-looking statements.

We discuss many of these risks, uncertainties, and additional factors that could cause actual results, outcomes, or timing thereof, to differ materially from those anticipated by our forward-looking statements under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this press release and in other filings we have made and will make from time to time with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent filings. These forward-looking statements represent our estimates and assumptions only as of the date of the report in which they are included. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results or outcomes could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made. Without limiting the foregoing, any guidance we may provide will generally be given only in connection with quarterly and annual earnings announcements, without interim updates, and we may appear at industry conferences or make other public statements without disclosing material nonpublic information in our possession. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. Investors should read this press release and the documents that we reference in this press release and have filed or will file with the SEC completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Non-GAAP Financial Measures and Operational Measures:

In addition to our GAAP results, we review certain non-GAAP financial measures to help us evaluate our business on a consistent basis, measure our performance, identify trends affecting our business, establish budgets, measure the effectiveness of investments in our technology and development and sales and marketing, and assess our operational efficiencies. These non-GAAP financial measures include Contribution ex-TAC, Adjusted EBITDA, Non-GAAP Income, and Non-GAAP Earnings per share, each of which is discussed below.

These non-GAAP financial measures are not intended to be considered in isolation from, as substitutes for, or as superior to, the corresponding financial measures prepared in accordance with GAAP. You are encouraged to evaluate these adjustments, and review the reconciliation of these non-GAAP financial measures to their most comparable GAAP measures, and the reasons we consider them appropriate. It is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies. See "Reconciliation of Revenue to Gross Profit to Contribution ex-TAC," "Reconciliation of net income to Adjusted EBITDA," "Reconciliation of net income to non-GAAP income," and "Reconciliation of GAAP earnings per share to non-GAAP earnings per share" included as part of this press release.

We do not provide a reconciliation of our non-GAAP financial expectations for Contribution ex-TAC and Adjusted EBITDA, or a forecast of the most comparable GAAP measures, because the amount and timing of many future charges that impact these

measures (such as amortization of future acquired intangible assets, acquisition-related charges, foreign exchange (gain) loss, net, stock-based compensation, impairment charges, provision or benefit for income taxes, and our future revenue mix), which could be material, are variable, uncertain, or out of our control and therefore cannot be reasonably predicted without unreasonable effort, if at all. In addition, we believe such reconciliations or forecasts could imply a degree of precision that might be confusing or misleading to investors.

Contribution ex-TAC:

Contribution ex-TAC is calculated as gross profit plus cost of revenue, excluding traffic acquisition cost ("TAC"). Traffic acquisition cost, a component of cost of revenue, represents what we must pay sellers for the sale of advertising inventory through our platform for revenue reported on a gross basis. Contribution ex-TAC is a non-GAAP financial measure that is most comparable to gross profit. We believe Contribution ex-TAC is a useful measure in facilitating a consistent comparison against our core business without considering the impact of traffic acquisition costs related to revenue reported on a gross basis.

Adjusted EBITDA:

We define Adjusted EBITDA as net income adjusted to exclude stock-based compensation expense, depreciation and amortization, including amortization of acquired intangible assets, impairment charges, interest income or expense, provision (benefit) for income taxes, and certain cash and non-cash based income or expenses that we do not consider indicative of our core operating performance, including, but not limited to foreign exchange gains and losses, acquisition, severance costs and related items, gains or losses on extinguishment of debt, other debt refinancing expenses, certain litigation expenses, and non-operational real estate and other expenses (income), net. We believe Adjusted EBITDA is useful to investors in evaluating our performance for the following reasons:

•Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s performance without regard to items such as those we exclude in calculating this measure, which can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired.

•Our management uses Adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors concerning our performance. Adjusted EBITDA is also used as a metric for determining payment of cash incentive compensation.

•Adjusted EBITDA provides a measure of consistency and comparability with our past performance that many investors find useful, facilitates period-to-period comparisons of operations, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.

Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results of operations as reported under GAAP. These limitations include:

•Stock-based compensation is a non-cash charge and will remain an element of our long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period.

•Depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future, but Adjusted EBITDA does not reflect any cash requirements for these replacements.

•Impairment charges are non-cash charges related to goodwill, intangible assets and/or long-lived assets.

•Adjusted EBITDA does not reflect certain cash and non-cash charges related to acquisition and related items, such as amortization of acquired intangible assets, merger, acquisition, or restructuring related severance costs, certain transaction expenses, and changes in the fair value of contingent consideration.

•Adjusted EBITDA does not reflect cash and non-cash charges related to interest income and interest expense and certain financing transactions such as gains or losses on extinguishment of debt or other debt refinancing expenses.

•Adjusted EBITDA does not reflect cash requirements for income taxes and the cash impact of other income or expense.

•Adjusted EBITDA does not reflect litigation expenses for specific proceedings.

•Adjusted EBITDA does not reflect certain non-operational real estate and other (income) and expense, net.

•Adjusted EBITDA does not reflect changes in our working capital needs, capital expenditures, or contractual commitments.

•Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Our Adjusted EBITDA is influenced by fluctuations in our revenue, cost of revenue, and the timing and amounts of the cost of our operations. Adjusted EBITDA should not be considered as an alternative to net income, income from operations, or any other measure of financial performance calculated and presented in accordance with GAAP.

Non-GAAP Income and Non-GAAP Earnings per Share:

We define non-GAAP earnings per share as non-GAAP income divided by non-GAAP weighted-average shares outstanding. Non-GAAP income is equal to net income excluding stock-based compensation, cash and non-cash based merger, acquisition, and restructuring costs, which consist primarily of professional service fees associated with merger and acquisition activities, cash-based employee termination costs, and other restructuring activities, including facility closures, relocation costs, contract termination costs, and impairment costs of abandoned technology associated with restructuring activities, amortization of acquired intangible assets, gains or losses on extinguishment of debt, certain litigation expense, non-operational real estate and other expenses or income, foreign currency gains and losses, interest expense associated with Convertible Senior Notes, other debt refinance expenses, and the tax impact of these items. In periods in which we have non-GAAP income, non-GAAP weighted-average shares outstanding used to calculate non-GAAP earnings per share includes the impact of potentially dilutive shares. Potentially dilutive shares consist of stock options, restricted stock units, performance stock units, and potential shares issued under the Employee Stock Purchase Plan, each computed using the treasury stock method, and the impact of shares that would be issuable assuming conversion of all of the Convertible Senior Notes, calculated under the if-converted method. We believe non-GAAP earnings per share is useful to investors in evaluating our ongoing operational performance and our trends on a per share basis, and also facilitates comparison of our financial results on a per share basis with other companies, many of which present a similar non-GAAP measure. However, a potential limitation of our use of non-GAAP earnings per share is that other companies may define non-GAAP earnings per share differently, which may make comparison difficult. This measure may also exclude expenses that may have a material impact on our reported financial results. Non-GAAP earnings per share is a performance measure and should not be used as a measure of liquidity. Because of these limitations, we also consider the comparable GAAP measure of net income.

Investor Relations Contact

Nick Kormeluk

(949) 500-0003

nkormeluk@magnite.com

Media Contact

Charlstie Veith

(516) 300-3569

press@magnite.com

MAGNITE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

June 30, 2026 December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 332,615 $ 553,362

Accounts receivable, net 1,383,778 1,301,955

Prepaid expenses and other current assets 30,007 26,261

TOTAL CURRENT ASSETS 1,746,400 1,881,578

Property and equipment, net 116,045 108,546

Right-of-use lease assets

62,290 66,611

Internal use software development costs, net 31,131 28,799

Intangible assets, net 7,320 12,445

Goodwill 983,902 983,902

Other assets, non-current 85,738 82,494

TOTAL ASSETS $ 3,032,826 $ 3,164,375

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued expenses $ 1,666,940 $ 1,607,664

Lease liabilities, current 23,863 20,163

Debt, current, net of debt issuance costs

3,632 208,447

Other current liabilities 9,293 5,462

TOTAL CURRENT LIABILITIES 1,703,728 1,841,736

Debt, non-current, net of debt discount and issuance costs

346,768 347,665

Lease liabilities, non-current 42,715 50,085

Other liabilities, non-current 3,342 2,539

TOTAL LIABILITIES 2,096,553 2,242,025

STOCKHOLDERS' EQUITY

Common stock 2 2

Additional paid-in capital 1,430,446 1,440,358

Accumulated other comprehensive loss (1,397) (1,451)

Accumulated deficit (492,778) (516,559)

TOTAL STOCKHOLDERS' EQUITY 936,273 922,350

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,032,826 $ 3,164,375

MAGNITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Revenue $ 192,823 $ 173,332 $ 357,194 $ 329,103

Expenses (1)(2):

Cost of revenue 62,038 64,953 122,446 127,752

Sales and marketing 47,000 42,323 93,088 90,429

Technology and development 24,135 21,583 49,308 43,875

General and administrative 28,428 22,514 53,411 46,452

Total expenses 161,601 151,373 318,253 308,508

Income from operations 31,222 21,959 38,941 20,595

Other (income) expense:

Interest expense, net 6,314 5,071 10,871 10,248

Foreign exchange (gain) loss, net (223) 4,944 (370) 7,161

Loss on extinguishment of debt

— — — 2,152

Other income (416) (153) (838) (576)

Total other expense, net

5,675 9,862 9,663 18,985

Income before income taxes 25,547 12,097 29,278 1,610

Provision for income taxes 6,178 958 5,497 105

Net income $ 19,369 $ 11,139 $ 23,781 $ 1,505

Earnings per share:

Basic

$ 0.14 $ 0.08 $ 0.17 $ 0.01

Diluted $ 0.13 $ 0.08 $ 0.16 $ 0.01

Weighted average shares used to compute earnings per share:

Basic

143,024 141,654 143,281 141,752

Diluted 147,172 148,260 147,623 149,184

(1) Stock-based compensation expense included in our expenses was as follows:

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Cost of revenue $ 603 $ 535 $ 1,288 $ 1,107

Sales and marketing 8,437 8,448 16,811 17,592

Technology and development 4,547 4,207 9,265 8,842

General and administrative 6,039 6,368 11,947 13,226

Total stock-based compensation expense $ 19,626 $ 19,558 $ 39,311 $ 40,767

(2) Depreciation and amortization expense included in our expenses was as follows:

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Cost of revenue $ 14,288 $ 11,199 $ 28,379 $ 24,224

Sales and marketing 91 885 197 3,333

Technology and development 128 67 252 136

General and administrative 48 59 94 118

Total depreciation and amortization expense $ 14,555 $ 12,210 $ 28,922 $ 27,811

MAGNITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

Six Months Ended

June 30, 2026 June 30, 2025

OPERATING ACTIVITIES:

Net income $ 23,781 $ 1,505

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 28,922 27,811

Stock-based compensation 39,311 40,767

Loss on extinguishment of debt

— 2,152

Amortization of debt discount and issuance costs 1,444 1,860

Non-cash lease expense 655 (942)

Deferred income taxes (1,159) 316

Unrealized foreign currency (gain) loss, net

(4,084) 6,595

Other items, net (370) 102

Changes in operating assets and liabilities:

Accounts receivable (81,984) (102,239)

Prepaid expenses and other assets (6,316) (6,438)

Accounts payable and accrued expenses 59,990 52,288

Other liabilities 5,672 (2,688)

Net cash provided by operating activities 65,862 21,089

INVESTING ACTIVITIES:

Purchases of property and equipment (21,533) (26,891)

Capitalized internal use software development costs (8,062) (6,364)

Net cash used in investing activities (29,595) (33,255)

FINANCING ACTIVITIES:

Proceeds from the Term Loan B Facility refinancing and repricing activities, net of debt discount — 92,622

Repayment of the Term Loan B Facility from refinancing and repricing activities — (92,622)

Proceeds from the Revolving Credit Facility 60,000 —

Repayment of the Revolving Credit Facility (60,000) —

Payment for debt issuance costs — (159)

Repayment of the Term Loan B Facility (1,816) (908)

Repayment of convertible senior notes

(205,067) —

Proceeds from exercise of stock options 3,984 1,709

Proceeds from issuance of common stock under employee stock purchase plan 2,387 2,111

Purchase of treasury stock (35,543) (22,880)

Taxes paid related to net share settlement (21,351) (27,258)

Net cash used in financing activities (257,406) (47,385)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

392 2,335

CHANGE IN CASH AND CASH EQUIVALENTS

(220,747) (57,216)

CASH AND CASH EQUIVALENTS — Beginning of period

553,362 483,220

CASH AND CASH EQUIVALENTS — End of period

$ 332,615 $ 426,004

MAGNITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-(Continued)

(In thousands)

(unaudited)

Six Months Ended

SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: June 30, 2026 June 30, 2025

Cash paid for income taxes $ 2,112 $ 2,040

Cash paid for interest $ 12,933 $ 14,477

Capitalized assets financed by accounts payable and accrued expenses and other liabilities

$ 2,858 $ 11,676

Capitalized stock-based compensation $ 1,300 $ 948

Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 15,496 $ 18,683

Operating lease right-of-use assets reduction and corresponding non-cash adjustment to operating lease liabilities

$ 8,139 $ 2,129

Non-cash financing activity related to Amendment Nos. 1 and 2 to the 2024 Credit Agreement

$ — $ 270,555

MAGNITE, INC.

CALCULATION OF BASIC AND DILUTED EARNINGS PER SHARE

(In thousands, except per share data)

(unaudited)

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Basic Earnings Per Share:

Net income $ 19,369 $ 11,139 $ 23,781 $ 1,505

Weighted-average common shares outstanding used to compute basic earnings per share 143,024 141,654 143,281 141,752

Basic earnings per share $ 0.14 $ 0.08 $ 0.17 $ 0.01

Diluted Earnings Per Share:

Net income used to calculate diluted income per share $ 19,369 $ 11,139 $ 23,781 $ 1,505

Weighted-average common shares outstanding used to compute basic earnings per share 143,024 141,654 143,281 141,752

Dilutive effect of weighted-average restricted stock units

1,830 3,419 2,086 4,268

Dilutive effect of weighted-average common stock options 1,664 1,959 1,641 2,023

Dilutive effect of weighted-average performance stock units

632 1,224 591 1,106

Dilutive effect of weighted-average Employee Stock Purchase Plan shares

22 4 24 35

Weighted-average shares used to compute diluted earnings per share 147,172 148,260 147,623 149,184

Diluted earnings per share $ 0.13 $ 0.08 $ 0.16 $ 0.01

MAGNITE, INC.

RECONCILIATION OF REVENUE TO GROSS PROFIT TO CONTRIBUTION EX-TAC

(In thousands)

(unaudited)

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Revenue $ 192,823 $ 173,332 $ 357,194 $ 329,103

Less: Cost of revenue 62,038 64,953 122,446 127,752

Gross Profit 130,785 108,379 234,748 201,351

Add back: Cost of revenue, excluding TAC 58,810 53,577 115,751 106,453

Contribution ex-TAC

$ 189,595 $ 161,956 $ 350,499 $ 307,804

MAGNITE, INC.

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

(In thousands)

(unaudited)

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net income $ 19,369 $ 11,139 $ 23,781 $ 1,505

Add back (deduct):

Stock-based compensation expense

19,626 19,558 39,311 40,767

Depreciation and amortization expense, excluding amortization of acquired intangible assets 12,060 9,320 23,797 17,538

Amortization of acquired intangibles 2,495 2,890 5,125 10,273

Merger, acquisition, and restructuring costs, excluding stock-based compensation expense 1,755 — 1,755 —

Interest expense, net 6,314 5,071 10,871 10,248

Provision for income taxes 6,178 958 5,497 105

Foreign exchange (gain) loss, net (223) 4,944 (370) 7,161

Loss on extinguishment of debt

— — — 2,152

Other debt refinancing expense

— — — 967

Litigation expense (1)

1,176 — 1,816 —

Non-operational real estate and other expense, net 1,850 511 1,878 475

Adjusted EBITDA $ 70,600 $ 54,391 $ 113,461 $ 91,191

(1) Litigation expense includes professional and legal expenses related to the Google Action and defense costs relating to class action privacy litigation. For additional information, see the "Regulatory Developments and Google Litigation" section and Part II, Item 1. "Legal Proceedings" within our Quarterly Report on Form 10-Q for the period ended June 30, 2026.

MAGNITE, INC.

RECONCILIATION OF NET INCOME TO NON-GAAP INCOME

(In thousands)

(unaudited)

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net income $ 19,369 $ 11,139 $ 23,781 $ 1,505

Add back (deduct):

Stock-based compensation expense 19,626 19,558 39,311 40,767

Merger, acquisition, and restructuring costs, including amortization of acquired intangibles and excluding stock-based compensation expense 4,250 2,890 6,880 10,273

Foreign exchange (gain) loss, net (223) 4,944 (370) 7,161

Loss on extinguishment of debt — — — 2,152

Other debt refinancing expense — — — 967

Litigation expense (1)

1,176 — 1,816 —

Non-operational real estate and other expense, net 1,850 511 1,878 475

Interest expense, Convertible Senior Notes — 422 359 843

Tax effect of Non-GAAP adjustments (2)

(7,875) (9,074) (15,513) (15,896)

Non-GAAP income $ 38,173 $ 30,390 $ 58,142 $ 48,247

(2) Non-GAAP income includes the estimated tax impact from the reconciling items between net income and non-GAAP income.

MAGNITE, INC.

RECONCILIATION OF GAAP EARNINGS PER SHARE TO NON-GAAP EARNINGS PER SHARE

(In thousands, except per share amounts)

(unaudited)

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

GAAP earnings per share (1):

Basic

$ 0.14 $ 0.08 $ 0.17 $ 0.01

Diluted $ 0.13 $ 0.08 $ 0.16 $ 0.01

Non-GAAP income (2)

$ 38,173 $ 30,390 $ 58,142 $ 48,247

Non-GAAP earnings per share $ 0.26 $ 0.20 $ 0.39 $ 0.32

Weighted-average shares used to compute basic earnings per share 143,024 141,654 143,281 141,752

Dilutive effect of weighted-average common stock options, RSUs, and PSUs 4,126 6,602 4,318 7,397

Dilutive effect of weighted-average ESPP shares 22 4 24 35

Dilutive effect of weighted-average Convertible Senior Notes — 3,210 — 3,210

Non-GAAP weighted-average shares outstanding

147,172 151,470 147,623 152,394

(1) Calculated as net income divided by basic and diluted weighted-average shares used to compute basic and diluted earnings per share as included in the condensed consolidated statement of operations.

(2) Refer to reconciliation of net income to non-GAAP income.

MAGNITE, INC.

CONTRIBUTION EX-TAC BY CHANNEL

(In thousands)

(unaudited)

Contribution ex-TAC

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Channel:

CTV 97,133 51 % 71,543 44 % $ 179,402 51 % $ 134,768 44 %

Mobile 65,771 35 % 63,772 39 % 121,122 35 % 121,780 39 %

Desktop 26,691 14 % 26,641 17 % 49,975 14 % 51,256 17 %

Total $ 189,595 100 % $ 161,956 100 % $ 350,499 100 % $ 307,804 100 %

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