Magnite (NASDAQ: MGNI) CPO share sale and tax withholding

Rhea-AI Filing Summary

Magnite chief product officer Adam Lee Soroca reported selling 21,529 shares of common stock at $12.00 per share in an open‑market transaction. An additional 18,933 shares at $11.70 per share were disposed of to satisfy tax withholding tied to restricted stock unit vesting. After these transactions, he directly held 388,425 shares of Magnite common stock. The open‑market sale was executed under a Rule 10b5‑1 trading plan adopted by Soroca on August 18, 2025.

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

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

X

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^*

Soroca Adam Lee

(Last) (First) (Middle)

C/O MAGNITE, INC.

1250 BROADWAY, 9TH 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 PRODUCT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F(1)		18,933	D	$11.7	409,954	D
Common Stock	02/18/2026		S(2)		21,529	D	$12	388,425	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. Represents the non-discretionary forfeiture of shares on behalf of the Reporting Person pursuant to an arrangement mandated by the Issuer to cover the tax withholding obligations associated with the vesting of restricted stock units.

2. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 18, 2025.

	/s/ Aaron Saltz, attorney-in-fact	02/18/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Magnite (MGNI) disclose in this Form 4?

Magnite (MGNI) disclosed that chief product officer Adam Lee Soroca sold 21,529 shares of common stock at $12.00 per share and had 18,933 shares withheld at $11.70 per share to cover tax obligations from restricted stock unit vesting.

Who is the insider involved in the latest Magnite (MGNI) Form 4 filing?

The insider is Adam Lee Soroca, Magnite’s chief product officer. He reported an open‑market sale of 21,529 common shares and a tax‑withholding disposition of 18,933 shares related to the vesting of restricted stock units, with all shares held in direct ownership.

How many Magnite (MGNI) shares did the insider sell on the open market?

Adam Lee Soroca sold 21,529 Magnite common shares in an open‑market transaction at a price of $12.00 per share. This sale was reported as a standard open‑market or private transaction under transaction code “S” in the Form 4 filing.

What portion of the Magnite (MGNI) Form 4 transaction was for tax withholding?

The Form 4 shows 18,933 Magnite shares were disposed of at $11.70 per share to cover tax withholding obligations. This occurred in connection with the vesting of restricted stock units and was classified as a tax‑withholding disposition under transaction code “F.”

How many Magnite (MGNI) shares does the insider own after these transactions?

Following the reported transactions, Adam Lee Soroca directly owns 388,425 shares of Magnite common stock. This post‑transaction balance reflects both the open‑market sale of 21,529 shares and the 18,933‑share tax‑withholding disposition tied to restricted stock unit vesting.

Was the Magnite (MGNI) insider sale made under a trading plan?

Yes. The sale of 21,529 shares by Adam Lee Soroca was executed under a Rule 10b5‑1 trading plan. The filing notes this pre‑arranged plan was adopted on August 18, 2025, providing a structured framework for the open‑market sale transaction.