Clearline Capital holds 4.1% stake in Magnachip

Clearline Capital reports a 4.1% passive stake in Magnachip Semiconductor Corporation.

Accepted by SEC EDGAR 02/17/2026 - 02:44 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Clearline Capital reports a 4.1% passive stake in Magnachip Semiconductor Corporation. As of December 31, 2025, Clearline Capital LP, Clearline Capital LLC and Marc Majzner together report beneficial ownership of 1,461,036 shares of Magnachip common stock.

The filing calculates this 4.1% interest using 35,981,823 common shares reported as issued and outstanding as of October 31, 2025 in Magnachip’s Form 10-Q. All reported shares are held with shared voting and dispositive power, and the filers certify the investment is held in the ordinary course and not for the purpose of changing or influencing control of the company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in Magnachip Semiconductor (MX) does Clearline Capital report?

Clearline Capital reports beneficial ownership of 1,461,036 Magnachip common shares, representing 4.1% of the outstanding class. This percentage is based on 35,981,823 shares outstanding as of October 31, 2025, as disclosed in Magnachip’s Form 10-Q.

Which entities are the reporting persons in this Magnachip (MX) Schedule 13G/A?

The reporting persons are Clearline Capital LP, Clearline Capital LLC, and Marc Majzner. Each filer reports the same 1,461,036 shares with shared voting and shared dispositive power, and provides a common business address in New York, New York.

Is Clearline Capital’s Magnachip (MX) stake reported as passive or activist?

The stake is reported as passive. The filers certify the securities were acquired and are held in the ordinary course of business, not for changing or influencing control of Magnachip, and not in connection with any transaction having that purpose or effect.

How many Magnachip (MX) shares outstanding were used to calculate Clearline’s 4.1%?

The 4.1% ownership figure uses 35,981,823 Magnachip common shares reported as issued and outstanding as of October 31, 2025. That share count comes from Magnachip’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025.

What voting and dispositive power does Clearline Capital report over Magnachip (MX) shares?

Each filer reports zero sole voting or dispositive power and 1,461,036 shares of shared voting and shared dispositive power. This means decisions to vote or sell these Magnachip shares are shared among the reporting persons rather than controlled individually.

Why does Clearline Capital’s Magnachip (MX) filing reference ownership of 5 percent or less?

Item 5 notes ownership of 5 percent or less of the class, consistent with the reported 4.1% stake. This indicates Clearline’s holdings are below the 5% threshold that typically triggers certain additional reporting and classification requirements for large shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

MAGNACHIP SEMICONDUCTOR Corp

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

55933J203

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 55933J203

1

Names of Reporting Persons

Clearline Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,461,036.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,461,036.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,461,036.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.1 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 55933J203

1

Names of Reporting Persons

Clearline Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,461,036.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,461,036.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,461,036.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.1 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 55933J203

1

Names of Reporting Persons

Marc Majzner

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,461,036.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,461,036.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,461,036.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MAGNACHIP SEMICONDUCTOR Corp
(b)	Address of issuer's principal executive offices: c/o Magnachip Semiconductor, Ltd., 15F, 76 Jikji-daero 436beon-gil, Heungde, Cheongju-si, KOREA, REPUBLIC OF, 28581.
Item 2.
(a)	Name of person filing: Clearline Capital LP Clearline Capital LLC Marc Majzner Each a "Filer."
(b)	Address or principal business office or, if none, residence: The address for each Filer is 750 Lexington Avenue, 25th Floor, New York, NY 10022.
(c)	Citizenship: See Item 4 of the cover page for each Filer.
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 55933J203
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 of the cover page for each Filer. As of December 31, 2025, Clearline Capital LP may be deemed to beneficially own an aggregate of 1,461,036 shares of Common Stock of Magnachip Semiconductor Corporation. (the ?Issuer?). Owenership percentages are based on 35,981,823 Common Shares reported as issued and outstanding as of October 31, 2025, in the Issuer?s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025.
(b)	Percent of class: See Item 11 of the cover page for each Filer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Filer.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Filer.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Filer.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Filer.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Clearline Capital LP

Signature:	Marc Majzner
Name/Title:	Limited Partner
Date:	02/17/2026

Clearline Capital, LLC

Signature:	Marc Majzner
Name/Title:	Managing Member
Date:	02/17/2026

Marc Majzner

Signature:	Marc Majzner
Name/Title:	Authorized Signatory
Date:	02/17/2026

Exhibit Information

Exhibit 1: Joint Filing Agreement