Business Context and Reporting Period
This Form 8-K Current Report was filed by Magnite, Inc. on September 21, 2026. The filing discloses the appointment of new senior financial officers effective October 1, 2026, and details associated compensatory arrangements.
Key Financial Metrics
This filing does not contain operational financial results such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial data disclosed relates to executive compensation packages:
- Chief Financial Officer (Brian Gephart): Total equity award value of $2.25 million (70% Restricted Stock Units, 30% Performance Stock Units).
- Chief Accounting Officer (Haas Sullivan): Restricted Stock Unit grant valued at approximately $600,000.
Material Changes
The primary material change reported is the leadership transition within the finance function:
- Appointment of CFO: Brian Gephart, previously the Company's Chief Accounting Officer since June 2021, is appointed as Chief Financial Officer.
- Appointment of CAO: Haas Sullivan, previously Vice President of Accounting since April 2020, is appointed as Chief Accounting Officer.
- Severance Agreements: New or amended Executive Severance and Vesting Acceleration Agreements were executed for both officers, outlining specific benefits for involuntary termination and sale transactions.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on business performance. No specific risks or contingencies are disclosed beyond the standard terms of the executive severance agreements, which include provisions for acceleration of equity awards in the event of a Sale Transaction.
Investor Verification Checklist
- Verify the effective date of the new CFO and CAO appointments (October 1, 2026).
- Review the vesting schedules for the $2.25 million (CFO) and $600,000 (CAO) equity grants, noting the one-year cliff and four-year vesting period.
- Examine the specific definitions of "Involuntary Termination" and "Sale Transaction" within the amended severance agreements to understand potential future cash outflows.
- Confirm the absence of other material events in the filing, as this 8-K is limited to Item 5.02 (Officer Appointments) and Item 9.01 (Exhibits).