MGNI Form 4: Chief Legal Officer sells 5,770 shares in sell-to-cover transaction

Rhea-AI Filing Summary

Magnite insider sale to cover taxes. Aaron Saltz, Chief Legal Officer of Magnite, sold 5,770 shares of common stock on 08/18/2025 at $23.85 per share to satisfy tax withholding obligations associated with vested restricted stock units. The sale was a company-mandated "sell-to-cover" and not a discretionary trade by the reporting person. After the transaction, Saltz beneficially owns 242,184 shares, held directly. The Form 4 discloses routine compliance with tax withholding related to equity compensation and provides transparent reporting of the officer's post-transaction ownership.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover of RSU taxes; not a signal of voluntary disposition.

Saltz's disposition of 5,770 shares at $23.85 is disclosed as required and is explicitly described as mandated by the issuer to satisfy tax obligations from vested RSUs. This is a common, non-discretionary transaction that reduces paper equity received from compensation without altering insider intent about long-term ownership. The remaining direct beneficial ownership of 242,184 shares maintains meaningful alignment with shareholders, and there is no indication of additional derivative activity or discretionary sales in this filing.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure; supports governance transparency.

The Form 4 correctly identifies the reporting person, role (Chief Legal Officer), transaction date (08/18/2025), number of shares sold (5,770) and price ($23.85), and explains the mandatory sell-to-cover nature. From a governance perspective, clear explanation of the sale as tax withholding avoids misinterpretation as a negative signal. The filing meets Section 16 reporting standards and demonstrates timely compliance with insider-trading disclosure requirements.

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, 15TH 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)
08/18/2025

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	08/18/2025		S(1)		5,770	D	$23.85	242,184	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. These shares were sold to cover the Reporting Person's tax obligation resulting from the settlement of vested Restricted Stock Units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by sell to cover transactions and does not represent a discretionary transaction by the Reporting Person.

	/s/ Aaron Saltz	08/20/2025
	** 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 did Magnite insider Aaron Saltz disclose on Form 4 (MGNI)?

The filing reports a sale of 5,770 shares on 08/18/2025 at $23.85 per share to satisfy tax withholding for vested RSUs.

Was the sale by Aaron Saltz discretionary?

No. The filing states the sale was a company-mandated sell-to-cover to satisfy tax obligations and not a discretionary transaction by the reporting person.

How many shares does Aaron Saltz own after the transaction?

After the reported sale, Saltz beneficially owns 242,184 shares, held directly.

What is Aaron Saltz's role at Magnite noted on the filing?

He is reported as an Officer, specifically the Chief Legal Officer, and the form was filed by one reporting person.

Where can investors find the transaction price and date?

The Form 4 shows the transaction date as 08/18/2025 and the sale price as $23.85 per share.