Magnite, Inc. (MGNI) CPO details PSU vesting and share withholding

Rhea-AI Filing Summary

Magnite, Inc. chief product officer Adam Lee Soroca reported the vesting and settlement of performance stock units into common shares. On January 9, 2026, 51,300 performance stock units converted into an equal number of common shares at $0 exercise price under the company’s Amended and Restated 2014 Equity Incentive Plan, following achievement of 126.35% of the target based on a three-year total stockholder return test versus Russell 2000 companies. To cover tax withholding on this vesting, 25,330 common shares were automatically forfeited at a price of $16.17 per share. After these transactions, Soroca directly owned 428,887 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^*

Soroca Adam Lee

(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 PRODUCT 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		51,300	A	$0(1)	454,217	D
Common Stock	01/09/2026		F(2)		25,330	D	$16.17	428,887	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 MGNI’s chief product officer report?

Magnite’s chief product officer Adam Lee Soroca reported the vesting of 51,300 performance stock units into common stock on January 9, 2026, at an exercise price of $0 per share.

How many Magnite (MGNI) shares were withheld for taxes in this Form 4?

The filing states that 25,330 shares of Magnite common stock were forfeited in a non-discretionary transaction to cover tax withholding obligations at a price of $16.17 per share.

How many Magnite shares does Adam Lee Soroca hold after these transactions?

Following the reported transactions, Adam Lee Soroca directly beneficially owned 428,887 shares of Magnite common stock.

What performance condition triggered the vesting of MGNI performance stock units?

The 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. The Compensation Committee determined achievement of 126.35% of target.

What was the potential vesting range for the Magnite PSUs reported here?

The award was eligible to vest from 0% to 150% of the target number of performance stock units, depending on Magnite’s total stockholder return performance.

Under which plan were the Magnite performance stock units granted?

The performance stock units were granted as an equity award under Magnite’s Amended and Restated 2014 Equity Incentive Plan.

Did Adam Lee Soroca file this Form 4 individually or jointly?

The document shows that the Form 4 was filed by one reporting person, identified as Adam Lee Soroca, chief product officer of Magnite.