MGNI CFO Sells 13,366 Shares at $23.85 in Mandatory Sell-to-Cover

Day David, reported as Chief Financial Officer of Magnite, Inc. (MGNI), sold 13,366 shares of common stock on 08/18/2025 at a price of $23.85 per share.

Rhea-AI Filing Summary

Day David, reported as Chief Financial Officer of Magnite, Inc. (MGNI), sold 13,366 shares of common stock on 08/18/2025 at a price of $23.85 per share. The filing states the sale was executed to satisfy the reporting persons tax withholding obligation arising from the settlement of vested Restricted Stock Units and was a mandatory "sell to cover" transaction elected by the issuer. After the sale, the reporting person beneficially owns 382,106 shares, held directly.

Insights

Corporate Governance Expert

TL;DR: Officer sold shares to satisfy tax withholding from vested RSUs; transaction appears administrative, not a discretionary divestiture.

The Form 4 shows a non-discretionary "sell to cover" disposition of 13,366 shares by the company's CFO, executed to satisfy tax obligations from vested Restricted Stock Units. Such sales are common when issuers require withholding via share sales and typically do not indicate a change in officer conviction about company prospects. The reporting person retains a substantial direct holding of 382,106 shares after the transaction, which suggests continued alignment with shareholders. No derivative transactions or additional incentives are disclosed in this filing.

Securities Analyst

TL;DR: The trade reduced direct holdings modestly and is described as mandatory for tax withholding; no other material changes reported.

The disclosed sale of 13,366 shares at $23.85 per share reduced direct beneficial ownership to 382,106 shares. The filing explicitly attributes the sale to tax-withholding from vested RSUs and notes it was mandated by the issuer's sell-to-cover election, indicating the transaction was not a voluntary market-timing sale by the officer. There are no reported option exercises, grants, or other derivative positions in this Form 4. Based solely on the filing, the market-significance of the transaction appears limited.

Insider Trade Summary

Net Seller: 13,366 shares

Net Sell 1 txn

Insider Day David

Role CHIEF FINANCIAL OFFICER

Sold 13,366 shs ($319K)

Type	Security	Shares	Price	Value
Sale	Common Stock	13,366	$23.85	$319K

Holdings After Transaction: Common Stock — 382,106 shares (Direct)

Footnotes (1)

1. F1. These shares were sold to cover the Reporting Person's tax obligation resulting from the settlement of vested Restricted Stock Units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by sell to cover transactions and does not represent a discretionary transaction by the Reporting Person.

FAQ

What transaction did MGNI CFO Day David report on Form 4?

The reporting person sold 13,366 shares of common stock on 08/18/2025 at $23.85 per share.

Why were the shares sold according to the Form 4?

The sale was executed to satisfy the reporting persons tax withholding obligation from the settlement of vested Restricted Stock Units and was a mandatory "sell to cover" transaction.

How many shares does the reporting person beneficially own after the transaction?

After the reported sale the reporting person beneficially owns 382,106 shares, held directly.

Did the Form 4 report any derivative transactions or option activity?

No. Table II for derivative securities contains no reported transactions in this filing.

Was the sale described as discretionary by the reporting person?

No. The filing states the sale was mandated by the issuers sell-to-cover election and not a discretionary transaction by the reporting person.

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Accepted by SEC EDGAR 08/20/2025 - 04:30 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Day David

(Last) (First) (Middle)

C/O MAGNITE, INC.

1250 BROADWAY, 15TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGNITE, INC. [ MGNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/18/2025		S(1)		13,366	D	$23.85	382,106	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were sold to cover the Reporting Person's tax obligation resulting from the settlement of vested Restricted Stock Units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by sell to cover transactions and does not represent a discretionary transaction by the Reporting Person.

	/s/ Aaron Saltz, attorney-in-fact	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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