Magnite (MGNI) CLO forfeits 5,627 shares to cover RSU tax obligations

Rhea-AI Filing Summary

Magnite, Inc.’s chief legal officer, Aaron Saltz, reported a non-discretionary forfeiture of 5,627 shares of common stock on May 15, 2026. These shares were withheld at $12.82 per share to cover tax obligations tied to vesting restricted stock units. After this tax-withholding disposition, he directly holds 270,016 shares of Magnite common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Saltz Aaron

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	5,627	$12.82	$72K

Holdings After Transaction: Common Stock — 270,016 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares forfeited for taxes: 5,627 shares Valuation per share: $12.82 per share Shares held after transaction: 270,016 shares +1 more

4 metrics

Shares forfeited for taxes 5,627 shares Non-discretionary forfeiture on May 15, 2026

Valuation per share $12.82 per share Value used for tax-withholding disposition

Shares held after transaction 270,016 shares Direct ownership after tax-withholding disposition

Tax-withholding shares total 5,627 shares Classified as taxWithholdingShares in summary data

Key Terms

restricted stock units, tax withholding obligations, non-discretionary forfeiture, tax-withholding disposition

4 terms

restricted stock units financial

"the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"to cover the tax withholding obligations associated with the vesting"

non-discretionary forfeiture financial

"Represents the non-discretionary forfeiture of shares on behalf of the Reporting Person"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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^*

Saltz Aaron

(Last) (First) (Middle)

C/O MAGNITE, INC.

1250 BROADWAY, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

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 LEGAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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	05/15/2026		F(1)		5,627	D	$12.82	270,016	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	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Magnite (MGNI) report for Aaron Saltz?

Aaron Saltz reported a forfeiture of 5,627 Magnite common shares. The shares were surrendered to cover tax withholding obligations arising from the vesting of restricted stock units, rather than sold in the open market, and are classified as a tax-withholding disposition.

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

The transaction was not an open-market sale of Magnite shares. It was a non-discretionary forfeiture to satisfy tax withholding obligations on vesting restricted stock units, meaning shares were delivered back under an issuer-mandated arrangement instead of being sold to public market buyers.

How many Magnite (MGNI) shares does Aaron Saltz hold after this Form 4?

After the tax-withholding disposition, Aaron Saltz directly holds 270,016 Magnite common shares. This figure reflects his position following the forfeiture of 5,627 shares to cover RSU-related tax obligations, and shows his remaining equity stake disclosed in this insider report.

What price was used for the Magnite (MGNI) tax-withholding shares?

The 5,627 Magnite shares forfeited for tax withholding were valued at $12.82 per share. This price is used to determine the value of shares delivered to satisfy the tax obligations associated with the vesting of the restricted stock units described in the insider report.

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

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this Magnite filing, it reflects shares forfeited non-discretionarily to cover tax withholding from RSU vesting, not a voluntary purchase or sale in the open market.