Magnite (MGNI) CLO Aaron Saltz vests PSUs and withholds shares for tax

Rhea-AI Filing Summary

Magnite, Inc. chief legal officer Aaron Saltz reported the vesting of performance stock units and related share withholding for taxes. On January 9, 2026, 28,215 performance stock units converted into 28,215 shares of Magnite common stock at an exercise price of $0 under the company’s Amended and Restated 2014 Equity Incentive Plan. The award’s vesting was based on Magnite’s total stockholder return over a three-year period relative to companies in the Russell 2000 index, with performance certified at 126.35% of target. To satisfy tax withholding obligations tied to this vesting, 15,026 shares of common stock were forfeited at a price of $16.17 per share under an issuer‑mandated arrangement. Following these transactions, Saltz directly held 288,404 shares of Magnite common stock.

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^*

Saltz Aaron

(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 LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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	01/09/2026		M		28,215	A	$0(1)	303,430	D
Common Stock	01/09/2026		F(2)		15,026	D	$16.17	288,404	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
Performance Stock Units	(3)	01/09/2026		M			28,215	(4)	(4)	Common Stock	28,215	$0(1)	0	D

Explanation of Responses:

1. Equity grant under the Company's Amended and Restated 2014 Equity Incentive Plan.

2. 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 the performance stock units ("PSUs") being reported herein.

3. Each PSU represents a contingent right to receive, on vesting, one share of the Issuer's common stock, subject to Issuer performance as more specifically described in Footnote 4 herein.

4. Vesting of the PSU was determined based on the Issuer's total stockholder return ("TSR") for the three-year period beginning on January 1, 2023 relative to the TSRs of the companies in the Russell 2000 index over that period. The number of PSUs reported in column 5 on the Form 4 filed with the Securities and Exchange Commission on January 4, 2023 reflected the target number of PSUs initially subject to the award. The award was eligible to vest as to 0% to 150% of the target number of PSUs. On January 9, 2026, the Compensation Committee of the Issuer's Board of Directors determined that, based on 126.35% achievement, the Reporting Person actually vested 28,215 shares.

	/s/ Aaron Saltz	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

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

Magnite reported that chief legal officer Aaron Saltz had 28,215 performance stock units convert into 28,215 shares of common stock on January 9, 2026, at an exercise price of $0.

How were the Magnite (MGNI) performance stock units for Aaron Saltz earned?

The performance stock units vested based on Magnite’s total stockholder return from January 1, 2023 over three years compared with companies in the Russell 2000 index. The Compensation Committee certified performance at 126.35% of target, resulting in 28,215 vested shares.

Why were 15,026 Magnite (MGNI) shares forfeited in this Form 4?

The 15,026 shares of Magnite common stock were a non-discretionary forfeiture on behalf of Aaron Saltz at $16.17 per share, mandated by the issuer to cover tax withholding obligations arising from the PSU vesting.

What equity plan governed Aaron Saltz’s Magnite (MGNI) award?

The performance stock units and resulting shares were granted under Magnite’s Amended and Restated 2014 Equity Incentive Plan, as noted in the filing’s footnotes.

How many Magnite (MGNI) shares does Aaron Saltz own after these transactions?

After the PSU conversion and tax-related forfeiture, Aaron Saltz directly owns 288,404 shares of Magnite common stock, as reported in the Form 4.

What happened to Aaron Saltz’s Magnite (MGNI) performance stock units after vesting?

The Form 4 shows 28,215 performance stock units exercised at $0, resulting in 28,215 shares of common stock, and leaving 0 performance stock units beneficially owned following the reported transaction.