Magnite (MGNI) CAO forfeits 6,149 shares to cover RSU tax bill

Rhea-AI Filing Summary

Magnite, Inc. Chief Accounting Officer Brian Gephart reported a tax-related share transaction involving company common stock. On the reported date, 6,149 shares were forfeited at $11.70 per share to satisfy withholding taxes tied to the vesting of restricted stock units, under a non-discretionary arrangement mandated by Magnite. Following this tax-withholding disposition, Gephart’s directly held stake stands at 122,385 common shares.

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^*

Gephart Brian

(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 ACCOUNTING 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)		6,149	D	$11.7	122,385	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
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, INC. (MGNI) report for Brian Gephart?

MAGNITE, INC. reported that Chief Accounting Officer Brian Gephart had 6,149 common shares forfeited to cover tax withholding on vesting restricted stock units. This non-discretionary transaction was mandated by the company and reported as a tax-withholding disposition, not an open-market sale.

How many MAGNITE, INC. (MGNI) shares were involved and at what price?

The transaction covered 6,149 shares of Magnite common stock at a reference price of $11.70 per share. These shares were forfeited to satisfy tax obligations on restricted stock unit vesting, rather than being sold in the open market by the executive.

What is Brian Gephart’s MAGNITE, INC. (MGNI) shareholding after this Form 4?

After the tax-withholding forfeiture, Chief Accounting Officer Brian Gephart directly holds 122,385 shares of Magnite common stock. This figure reflects his remaining ownership following the mandatory share surrender to satisfy tax obligations arising from restricted stock unit vesting.

Was the MAGNITE, INC. (MGNI) insider transaction a discretionary sale?

No, the transaction was described as a non-discretionary forfeiture of shares mandated by Magnite to cover tax withholding on vesting restricted stock units. It is categorized as a tax-withholding disposition, rather than a voluntary open-market sale by the reporting executive.

What does transaction code “F” mean in the MAGNITE, INC. (MGNI) Form 4?

Transaction code “F” on this Magnite Form 4 indicates payment of tax liability by delivering securities. Here, 6,149 shares were forfeited on behalf of Brian Gephart to satisfy withholding taxes triggered by the vesting of restricted stock units granted by the company.