Magnite (MGNI) CLO has 12,761 shares withheld to cover RSU taxes

Rhea-AI Filing Summary

MAGNITE, INC. chief legal officer Aaron Salt reported a tax-withholding disposition of 12,761 shares of common stock. These shares were non-discretionarily forfeited to the company at $11.70 per share to cover tax obligations arising from the vesting of restricted stock units, rather than being sold on the open market. After this withholding event, Salt directly holds 275,643 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^*

Saltz Aaron

(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 LEGAL 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)		12,761	D	$11.7	275,643	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	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did MAGNITE (MGNI) report for Aaron Salt?

MAGNITE reported that chief legal officer Aaron Salt had 12,761 shares of common stock forfeited in a tax-withholding disposition. The shares were used to satisfy tax obligations from vesting restricted stock units, not through an open-market sale, and were valued at $11.70 per share.

Was the MAGNITE (MGNI) Form 4 transaction an open-market sale?

No, the Form 4 for MAGNITE shows a non-discretionary forfeiture, not an open-market sale. Shares were withheld by the issuer to cover tax liabilities tied to RSU vesting, classified under transaction code F for tax-withholding disposition rather than a voluntary sell order.

How many MAGNITE (MGNI) shares does Aaron Salt hold after this Form 4?

After the tax-withholding disposition, Aaron Salt directly holds 275,643 MAGNITE common shares. This balance reflects the forfeiture of 12,761 shares to cover tax obligations associated with restricted stock unit vesting, as disclosed in the Form 4 insider filing.

What does transaction code F mean in the MAGNITE (MGNI) Form 4?

Transaction code F on the MAGNITE Form 4 indicates payment of an exercise price or tax liability by delivering securities. In this case, 12,761 shares were forfeited to satisfy tax withholding from RSU vesting, rather than being intentionally sold in the market.

What price was used for the MAGNITE (MGNI) tax-withholding shares?

The 12,761 MAGNITE shares used for tax withholding were valued at $11.70 per share. This price is the basis for calculating the value of the non-discretionary forfeiture associated with covering tax obligations from the vesting restricted stock units.