Magnite (MGNI) president has 27,428 shares withheld for RSU taxes

Rhea-AI Filing Summary

MAGNITE, INC. President, Operations Katie Seitz Evans reported a non-discretionary forfeiture of 27,428 shares of common stock at $11.70 per share. The shares were withheld by the company to cover tax obligations arising from the vesting of restricted stock units. After this tax-withholding disposition, she holds 508,044 shares directly.

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

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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).

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^*

Evans Katie Seitz

(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)
	President, Operations

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)		27,428	D	$11.7	508,044	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).
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FAQ

What insider transaction did MAGNITE, INC. (MGNI) report for Katie Seitz Evans?

MAGNITE, INC. reported that President, Operations Katie Seitz Evans had 27,428 shares of common stock forfeited. These shares were withheld by the company to satisfy tax obligations linked to the vesting of restricted stock units, rather than being sold on the open market.

Was the MAGNITE (MGNI) Form 4 transaction an open-market sale?

The Form 4 transaction was not an open-market sale. It was a non-discretionary forfeiture of 27,428 shares mandated by Magnite to cover tax withholding arising from restricted stock unit vesting, meaning the shares were withheld on her behalf rather than sold voluntarily.

How many MAGNITE (MGNI) shares does Katie Seitz Evans own after the Form 4 event?

After the reported tax-withholding disposition, Katie Seitz Evans directly owns 508,044 shares of MAGNITE common stock. This reflects her holdings after 27,428 shares were forfeited to satisfy tax obligations associated with the vesting of restricted stock units.

What does transaction code F mean in the MAGNITE (MGNI) Form 4?

Transaction code F indicates payment of an exercise price or tax liability using securities. In this MAGNITE filing, 27,428 shares were forfeited at $11.70 per share to cover tax withholding obligations tied to the vesting of restricted stock units held by Katie Seitz Evans.

At what price were the MAGNITE (MGNI) shares forfeited for taxes?

The shares were forfeited at a price of $11.70 per share. This price is used in the Form 4 to value the 27,428 MAGNITE common shares withheld by the company to satisfy tax obligations from restricted stock unit vesting.

What role does the reporting person in the MAGNITE (MGNI) Form 4 hold?

The reporting person, Katie Seitz Evans, serves as President, Operations at MAGNITE, INC. Her Form 4 reflects a tax-withholding share forfeiture related to restricted stock unit vesting, not a discretionary purchase or sale of MAGNITE common stock.