Magnite (NASDAQ: MGNI) CEO PSU vesting leads to tax share forfeiture

Rhea-AI Filing Summary

Magnite, Inc. reported insider equity activity by CEO and director Michael G. Barrett. On January 9, 2026, 213,750 performance stock units vested and were converted into an equal number of shares of Magnite common stock at an exercise price of $0 under the company’s Amended and Restated 2014 Equity Incentive Plan. On the same date, 109,742 shares of common stock were automatically forfeited at $16.17 per share to satisfy tax withholding obligations tied to this vesting. After these transactions, Barrett directly held 435,711 shares of Magnite common stock.

Insider Trade Summary

213,750 shares exercised/converted

Mixed 3 txns

Insider BARRETT MICHAEL G.

Role CEO

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	213,750	$0.00	--
Exercise	Common Stock	213,750	$0.00	--
Tax Withholding	Common Stock	109,742	$16.17	$1.77M

Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Common Stock — 545,453 shares (Direct)

Footnotes (1)

1. Equity grant under the Company's Amended and Restated 2014 Equity Incentive Plan. 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. 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. 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 213,750 shares.

Form 4 Insider Transactions: What Each Field Means →

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 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)

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

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		213,750	A	$0(1)	545,453	D
Common Stock	01/09/2026		F(2)		109,742	D	$16.17	435,711	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			213,750	(4)	(4)	Common Stock	213,750	$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 213,750 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did Magnite (MGNI) report for Michael G. Barrett?

Magnite reported that CEO and director Michael G. Barrett had 213,750 performance stock units vest and convert into Magnite common stock on January 9, 2026, with related share forfeitures for tax withholding.

How many Magnite shares vested for the CEO in this Form 4 filing?

The filing shows that 213,750 performance stock units vested and were settled in 213,750 shares of Magnite common stock on January 9, 2026.

Why were 109,742 Magnite (MGNI) shares forfeited in this transaction?

The 109,742 shares of Magnite common stock were forfeited pursuant to an arrangement mandated by the issuer to cover tax withholding obligations associated with the vesting of the performance stock units.

What was the price used for the Magnite shares withheld for taxes?

The non-discretionary forfeiture for tax withholding was reported at a share price of $16.17 for the 109,742 Magnite common shares used to satisfy taxes.

How many Magnite (MGNI) shares does the CEO own after these Form 4 transactions?

After the reported transactions on January 9, 2026, Michael G. Barrett directly beneficially owned 435,711 shares of Magnite common stock.

What performance period determined the vesting of the Magnite performance stock units?

The vesting of the performance stock units 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 achievement determined at 126.35%.

Under which plan were the Magnite performance stock units granted?

The performance stock units that vested were granted under Magnite’s Amended and Restated 2014 Equity Incentive Plan, as noted in the filing.