MAGNITE, INC.MGNI

MAGNITE, INC. Earnings Per Share Disclosure

10-KFiled Feb 25, 20263 min read
Net Income (Loss) Per Share
    The following table presents the basic and diluted net income (loss) per share:
Year Ended
December 31, 2025December 31, 2024December 31, 2023
(in thousands, except per share amounts)
Basic Net Income (Loss) Per Share:
Net income (loss)$144,613 $22,786 $(159,184)
Weighted-average common shares outstanding used to compute basic net income (loss) per share
142,560140,557136,620
Basic net income (loss) per share$1.01 $0.16 $(1.17)
Diluted Net Income (Loss) Per Share:
Net income (loss)$144,613 $22,786 $(159,184)
Add back:
Interest expense, Convertible Notes, net of tax$1,260 $— $— 
Net income (loss) used to calculate diluted income (loss) per share
$145,873 $22,786 $(159,184)
Denominator:
Weighted-average common shares used to compute basic net income (loss) per share
142,560 140,557 136,620 
Dilutive effect of weighted-average restricted stock units4,627 3,731 — 
Dilutive effect of weighted-average common stock options2,096 1,811 — 
Dilutive effect of weighted-average performance stock units1,241 669 — 
Dilutive effect of weighted-average ESPP shares36 42 — 
Dilutive effect of weighted-average Convertible Notes3,210 — — 
Weighted-average shares used to compute diluted net income (loss) per share153,770 146,810 136,620 
Diluted net income (loss) per share$0.95 $0.16 $(1.17)
The following weighted-average shares have been excluded from the calculation of diluted net income (loss) per share attributable to common stockholders for each period presented because they were anti-dilutive:
Year Ended
December 31, 2025December 31, 2024December 31, 2023
(in thousands)
Unvested restricted stock units— — 1,608 
Options to purchase common stock— — 1,566 
Unvested performance stock units— — 84 
ESPP shares— — 31 
Convertible Senior Notes— 3,210 4,981 
Total shares excluded from diluted net income (loss) per share
— 3,210 8,270 
As of December 31, 2025, the performance stock units granted during 2021, 2024, and 2025 had expected achievement levels of 0%, 150%, and 80%, respectively. The performance stock units granted during 2022 vested on February 1, 2025 with an actual achievement of approximately 125%. The performance stock units granted during 2023 had an actual achievement level of approximately 126% as of December 31, 2025. As of December 31, 2024, the performance stock units granted during 2021, 2022, 2023, and 2024 had expected achievement levels of 0%, 121%, 137%, and 150%, respectively. As of December 31, 2023, the performance stock units granted during 2021, 2022, and 2023 had expected achievement levels of 0%, 58%, and 46%, respectively.
These expected and actual achievement levels are included in the calculation of weighted-average shares in the tables above. Refer to Note 16 for additional information related to performance stock units.
For the year ended December 31, 2025, the shares issuable assuming conversion of the Convertible Senior Notes (as defined in Note 12) were included in the calculation of diluted net income per share because they were dilutive. For the years ended December 31, 2024 and 2023, the shares issuable assuming conversion were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive. The Convertible Senior Notes have an initial conversion rate of 15.6539 shares of common stock per $1,000 principal amount of the Convertible Senior Notes, which will be subject to anti-dilution adjustments in certain circumstances.

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2017Mar 15, 2018

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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