Magnite (MGNI) CFO forfeits 30,617 shares to cover RSU tax withholding

Rhea-AI Filing Summary

MAGNITE, INC. Chief Financial Officer David Day reported a tax-related share disposition. On February 15, 2026, 30,617 shares of common stock were forfeited at $11.70 per share to cover withholding taxes on vesting restricted stock units, a non-discretionary transaction, leaving him with 507,459 shares directly owned.

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^*

Day David

(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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F(1)		30,617	D	$11.7	507,459	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	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did MAGNITE (MGNI) disclose for CFO David Day?

MAGNITE disclosed that CFO David Day had 30,617 common shares forfeited to cover tax withholding on vesting restricted stock units. This non-discretionary transaction, coded “F,” was not an open-market trade and reflects routine settlement of tax obligations.

Was the MAGNITE (MGNI) CFO’s Form 4 transaction an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were forfeited under an issuer-mandated arrangement to satisfy tax obligations from restricted stock unit vesting, rather than a discretionary decision to sell shares in the market.

How many MAGNITE (MGNI) shares were involved in the CFO’s tax-withholding disposition?

The transaction covered 30,617 shares of MAGNITE common stock at $11.70 per share. These shares were forfeited to satisfy tax withholding obligations tied to restricted stock units that vested, according to the footnote describing the non-discretionary nature of the event.

How many MAGNITE (MGNI) shares does CFO David Day hold after this Form 4 transaction?

After the tax-withholding disposition, CFO David Day directly owns 507,459 shares of MAGNITE common stock. This figure reflects his remaining direct holdings following the non-discretionary forfeiture of 30,617 shares to cover associated tax liabilities on vested restricted stock units.

What does transaction code “F” mean in MAGNITE (MGNI) CFO’s Form 4?

Transaction code “F” indicates payment of exercise price or tax liability by delivering securities. In this case, it represents non-discretionary forfeiture of 30,617 shares mandated by MAGNITE to cover tax withholding tied to vesting restricted stock units granted to the CFO.