Magnite, Inc. (MGNI) CTO forfeits shares for tax withholding

Rhea-AI Filing Summary

Magnite, Inc.’s Chief Technology Officer David Buonasera reported a non-discretionary share forfeiture related to equity compensation. On February 15, 2026, 17,137 shares of common stock were surrendered at $11.70 per share to cover tax withholding obligations from vesting restricted stock units. This was a mandated arrangement by the company, not an open-market sale. After this tax-withholding disposition, Buonasera beneficially owned 302,095 shares of Magnite common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Buonasera David

Role CHIEF TECHNOLOGY OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	17,137	$11.70	$201K

Holdings After Transaction: Common Stock — 302,095 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Buonasera David

(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 TECHNOLOGY 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)		17,137	D	$11.7	302,095	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.

	/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 transaction did Magnite (MGNI) report in this Form 4?

Magnite reported that CTO David Buonasera forfeited 17,137 shares of common stock. The shares were surrendered to satisfy tax withholding obligations tied to vesting restricted stock units, rather than being sold in an open-market transaction.

How many Magnite (MGNI) shares did the CTO dispose of and at what price?

The CTO disposed of 17,137 shares of Magnite common stock at $11.70 per share. This transaction was a tax-withholding forfeiture linked to restricted stock unit vesting, not a discretionary market sale of shares.

Why were shares forfeited by Magnite’s CTO in this insider filing?

The shares were forfeited to cover tax withholding obligations on vesting restricted stock units. The arrangement was mandated by Magnite, meaning the reporting person did not choose to sell shares on the open market for investment reasons.

How many Magnite (MGNI) shares does the CTO hold after this transaction?

After the tax-withholding disposition, Magnite’s CTO beneficially owned 302,095 shares of common stock. This reflects his remaining direct holdings following the non-discretionary forfeiture of 17,137 shares for tax obligations.

Was the Magnite CTO’s Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The filing describes a non-discretionary forfeiture of shares mandated by Magnite to cover tax withholding obligations arising from the vesting of restricted stock units.

What does transaction code F mean in Magnite (MGNI) CTO’s Form 4?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. Here, it reflects shares forfeited by the CTO to satisfy tax withholding related to vesting restricted stock units, rather than a typical buy or sell order.