Magnite (MGNI) CEO forfeits 10K shares to cover RSU taxes

Rhea-AI Filing Summary

MAGNITE, INC. (MGNI) reported that CEO and director Michael G. Barrett had 10,404 shares of common stock withheld on 2026-08-15 at $24.73 per share. According to the company’s arrangement, these shares were non-discretionarily forfeited to cover tax withholding obligations on vesting restricted stock units, leaving Barrett with 392,670 directly held shares afterward.

Insider Trade Summary

Net Seller: 10,404 shares

Net Sell 1 txn

Insider BARRETT MICHAEL G.

Role CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	10,404	$24.73	$257K

Holdings After Transaction: Common Stock — 392,670 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares withheld for taxes: 10,404 shares Withholding price: $24.73 per share Shares held after transaction: 392,670 shares

3 metrics

Shares withheld for taxes 10,404 shares Non-discretionary forfeiture to cover tax withholding on RSU vesting on 2026-08-15

Withholding price $24.73 per share Price applied to the 10,404 shares withheld in the code F transaction

Shares held after transaction 392,670 shares Directly held MGNI common stock by Michael G. Barrett following the reported transaction

Key Terms

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

3 terms

restricted stock units financial

"associated with 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"

FAQ

What insider transaction did MGNI CEO Michael G. Barrett report on this Form 4?

Michael G. Barrett reported a code F transaction where 10,404 MGNI shares were withheld on 2026-08-15. The shares were forfeited under a company-mandated arrangement to cover tax withholding obligations tied to vesting restricted stock units.

Did the MGNI CEO sell shares in the open market in this Form 4 filing?

No, the Form 4 does not report an open-market sale by the MGNI CEO. Instead, 10,404 shares were withheld or forfeited by the issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units.

How many MGNI shares does CEO Michael G. Barrett hold after this reported transaction?

After the reported tax-withholding transaction, Michael G. Barrett directly holds 392,670 shares of MGNI common stock. This figure reflects his position following the non-discretionary forfeiture of 10,404 shares used to cover tax obligations from vesting restricted stock units.

What does the code F transaction mean in the MGNI Form 4 for Michael G. Barrett?

Code F indicates shares were delivered or withheld to pay an exercise price or tax liability. Here, 10,404 MGNI shares were forfeited under a mandated arrangement specifically to cover tax withholding obligations related to the vesting of restricted stock units.

Was the MGNI CEO’s Form 4 transaction made under a Rule 10b5-1 trading plan?

No, the filing’s Rule 10b5-1 checkbox is not marked as effective for this transaction. The reported activity reflects non-discretionary tax withholding on vesting restricted stock units rather than discretionary trading under a pre-arranged 10b5-1 plan.

At what price were the MGNI shares withheld for the CEO’s tax obligations?

The 10,404 MGNI shares forfeited for tax withholding were valued at $24.73 per share. This per-share figure is the transaction price used for the non-discretionary withholding tied to the vesting of restricted stock units reported in the Form 4.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/18/2026 - 04:19 PM Accepted by SEC EDGAR 08/18/2026 - 04:19 PM Learn about SEC filing dates

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^*

BARRETT MICHAEL G.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026

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	08/15/2026		F(1)		10,404	D	$24.73	392,670	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.

Remarks:

	/s/ Aaron Saltz, attorney-in-fact	08/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)