v3.26.1
Stock-Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock Options
A summary of stock option activity for the six months ended June 30, 2026 was as follows:

Shares Under OptionWeighted- Average Exercise PriceWeighted- Average Contractual LifeAggregate Intrinsic Value

(in thousands)(in thousands)
Outstanding at December 31, 20253,687$9.07 
Granted91$16.23 
Exercised(684)$5.82 
Expired(13)$14.18 
Outstanding at June 30, 20263,081$9.98 3.5 years$32,254 
Exercisable at June 30, 20262,867$9.67 3.2 years$31,209 
The total intrinsic value of options exercised during the six months ended June 30, 2026 was $8.2 million, based on their respective exercise dates. At June 30, 2026, the Company had unrecognized stock-based compensation expense relating to unvested stock options of approximately $1.9 million, which is expected to be recognized over a weighted-average period of 2.5 years.
The Company estimates the fair value of stock options that contain service conditions using the Black-Scholes option pricing model. The grant date fair value of options granted during the six months ended June 30, 2026 and 2025 was $10.64 and $11.40, respectively, per share. The weighted-average input assumptions used by the Company were as follows:
Six Months Ended
June 30, 2026June 30, 2025
Expected term (in years)5.05.0
Risk-free interest rate3.73 %4.45 %
Expected volatility78 %84 %
Dividend yield— %— %
Restricted Stock Units
A summary of restricted stock unit ("RSU") activity for the six months ended June 30, 2026 was as follows:
Number of SharesWeighted-Average Grant Date Fair Value
(in thousands)
Restricted stock units outstanding at December 31, 2025
9,518 $12.86 
Granted4,557 $16.02 
Canceled(738)$13.87 
Vested and released
(3,276)$12.91 
Restricted stock units outstanding and unvested at June 30, 2026
10,061 $14.20 
The weighted-average grant date fair value per share of restricted stock units granted during the six months ended June 30, 2026 and 2025 was $16.02 and $16.08, respectively.
The fair value of restricted stock units that vested and were released during the six months ended June 30, 2026 and 2025 was $40.1 million and $68.1 million, respectively, based on their respective vesting dates. At June 30, 2026, the intrinsic value of unvested restricted stock units was $191.0 million. At June 30, 2026, the Company had unrecognized stock-based compensation expense relating to unvested restricted stock units of approximately $127.5 million, which is expected to be recognized over a weighted-average period of 2.6 years.
Performance Stock Units
The Company grants performance stock units ("PSU") to select executive employees that vest based on share price metrics tied to total shareholder return ("TSR") relative to a peer group, subject to a time-based service component. Between 0% and 150% of the performance stock units will vest at the end of the performance period, which is generally on the third anniversary of the PSU grant date.
Stock-based compensation expense for PSUs is based on the grant date fair value and the number of shares assuming a performance measurement of 100%. The compensation expense will not be reversed if the performance metrics are not met.
During the six months ended June 30, 2026, the Company granted PSUs with an aggregate target of 373,653 shares, assuming a performance measurement of 100%. The amount of shares that will ultimately vest will be determined based on the Company's TSR relative to the TSRs of a peer group for the three year-period beginning January 1, 2026, as well as certain interim measurements based on relative TSR for the one-year and two-year periods beginning on January 1, 2026.
A summary of PSU activity for the six months ended June 30, 2026 was as follows:
Number of SharesWeighted-Average Grant Date Fair Value
(in thousands)
Outstanding at December 31, 2025
1,687$16.40 
Granted *
498$18.59 
Vested and released *
(599)$13.32 
Forfeited(112)$18.92 
Outstanding at June 30, 2026
1,474$18.20 
* PSUs granted and weighted-average grant date fair value include 125 shares issued above the target shares for a PSU that vested and was released during the six months ended June 30, 2026.
The grant date fair value for the PSUs was estimated using a Monte-Carlo simulation model. The grant date fair value of PSUs granted during the six months ended June 30, 2026 and June 30, 2025 was $20.35 and $20.93, respectively, per share. The weighted-average input assumptions used by the Company were as follows:
Six Months Ended
June 30, 2026June 30, 2025
Performance period (in years)
3.03.0
Risk-free interest rate3.52 %4.26 %
Expected volatility of Magnite66 %78 %
Expected volatility of selected peer companies54 %56 %
Expected correlation coefficients of Magnite0.480.57
Expected correlation coefficients of selected peer companies0.450.47
Dividend yield— %— %
During the six months ended June 30, 2026 and 2025, the fair value of PSUs that vested and were released was $9.7 million and $1.9 million, respectively, based on their respective vesting dates. At June 30, 2026, the intrinsic value of unvested performance stock units based on expected achievement levels was $22.6 million. As of June 30, 2026, the Company had unrecognized stock-based compensation expense relating to unvested PSUs of approximately $9.3 million, which will be recognized over a weighted-average period of 1.1 years.
Stock-Based Compensation Expense
Total stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows:
Three Months EndedSix Months Ended
June 30, 2026June 30, 2025June 30, 2026June 30, 2025
(in thousands)(in thousands)
Cost of revenue$603 $535 $1,288 $1,107 
Sales and marketing8,437 8,448 16,811 17,592 
Technology and development4,547 4,207 9,265 8,842 
General and administrative6,039 6,368 11,947 13,226 
Total stock-based compensation expense$19,626 $19,558 $39,311 $40,767 
As of June 30, 2026, an aggregate of 13,949,630 shares remained available for future grants under the Magnite, Inc. Amended and Restated 2014 Equity Incentive Plan (the "Amended and Restated 2014 Equity Incentive Plan").
As of June 30, 2026, the Company has reserved 3,740,063 shares of its common stock for issuance under the Magnite, Inc. Amended and Restated 2014 Employee Stock Purchase Plan (the "Amended and Restated 2014 Employee Stock Purchase Plan").