Magnite (NASDAQ: MGNI) exec vests PSUs, withholds shares for taxes

Rhea-AI Filing Summary

Magnite, Inc. President, Operations Katie Seitz Evans reported performance-based stock vesting and related tax share withholding. On January 9, 2026, 51,300 performance stock units converted into 51,300 shares of common stock at $0 under the company’s Amended and Restated 2014 Equity Incentive Plan, based on 126.35% total shareholder return achievement over a three-year period versus the Russell 2000 index. To cover tax withholding on this vesting, 26,836 shares of common stock were automatically forfeited at $16.17 per share under an issuer-mandated arrangement. After these transactions, Evans directly held 535,472 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^*

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)
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		51,300	A	$0(1)	562,308	D
Common Stock	01/09/2026		F(2)		26,836	D	$16.17	535,472	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			51,300	(4)	(4)	Common Stock	51,300	$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 51,300 shares.

	/s/ Aaron Saltz, attorney-in-fact	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Magnite (MGNI) report for Katie Seitz Evans?

Magnite reported that President, Operations Katie Seitz Evans had 51,300 performance stock units vest into 51,300 shares of common stock on January 9, 2026, followed by tax-related share withholding.

How many Magnite (MGNI) shares did Katie Seitz Evans have withheld for taxes?

To satisfy tax withholding obligations tied to the PSU vesting, 26,836 shares of Magnite common stock were forfeited on her behalf at a price of $16.17 per share under an issuer-mandated arrangement.

How many Magnite (MGNI) shares does Katie Seitz Evans own after these transactions?

Following the reported Form 4 transactions, Katie Seitz Evans directly owns 535,472 shares of Magnite common stock.

What performance criteria determined the PSU vesting for Magnite (MGNI)?

The PSU vesting was based on Magnite’s total stockholder return over a three-year period beginning January 1, 2023 relative to companies in the Russell 2000 index, with the Compensation Committee determining 126.35% achievement.

What was the potential vesting range for the Magnite (MGNI) performance stock units?

The PSU award was eligible to vest between 0% and 150% of the target number of units, with the target amount previously reported in an earlier Form 4.

Under which equity plan were the Magnite (MGNI) PSUs granted?

The PSUs that vested into 51,300 shares were granted under Magnite’s Amended and Restated 2014 Equity Incentive Plan, as noted in the filing’s footnotes.