Form 4: Magnite CPO Vests PSUs, Sells Shares for Tax

Magnite's Chief Product Officer, Adam Lee Soroca, vested 51,300 performance stock units and subsequently sold 25,330 shares to cover tax obligations.

Summary

• Adam Lee Soroca, Chief Product Officer of Magnite, Inc. (MGNI), vested 51,300 performance stock units (PSUs) on January 9, 2026.
• The vesting of these PSUs was determined by Magnite's Total Stockholder Return (TSR) performance relative to the Russell 2000 index over a three-year period beginning January 1, 2023.
• The Compensation Committee of Magnite's Board of Directors determined an achievement rate of 126.35% for the PSUs.
• Following the vesting, 25,330 shares of common stock were forfeited at a price of $16.17 per share to satisfy tax withholding obligations associated with the PSU vesting.
• After these transactions, Soroca's direct beneficial ownership of Magnite common stock stands at 428,887 shares.

Sentiment

Score: 7

Explanation: The filing indicates strong performance against executive compensation metrics, with Performance Stock Units vesting at 126.35% of target, suggesting Magnite's Total Stockholder Return outperformed the Russell 2000 index. While a routine insider transaction, the underlying performance metric achievement is positive.

Positives

• The performance stock units vested at 126.35% of the target number, indicating strong company performance relative to the Russell 2000 index over the three-year vesting period.
• The above-target vesting rate suggests successful execution against performance metrics, aligning management incentives with shareholder value creation.

Negatives

• A significant number of shares (25,330) were disposed of to cover tax withholding obligations, which, while routine, reduces the officer's direct equity holdings.

Future Outlook

NA

Industry Context

The vesting of performance stock units tied to Total Stockholder Return (TSR) relative to the Russell 2000 index reflects a common executive compensation structure designed to align management incentives with shareholder value creation and market outperformance.

Comparison to Industry Standards

• The use of Total Stockholder Return (TSR) relative to a broad market index like the Russell 2000 is a standard practice in executive compensation plans across various industries to incentivize long-term performance and shareholder alignment.
• An achievement rate of 126.35% for PSUs indicates strong relative performance, suggesting Magnite's TSR outpaced the majority of companies within the Russell 2000 over the three-year period, which is a positive signal for investors.

Stakeholder Impact

• Shareholders: The high PSU achievement rate suggests strong company performance relative to a market index, which could be viewed positively by shareholders.
• Employees (specifically management): The successful vesting of PSUs at an above-target rate indicates effective incentive alignment and reward for achieving performance goals.

Key Dates

Recommendation

This Form 4 reports a routine vesting of performance stock units and subsequent share forfeiture for tax purposes by a Chief Product Officer. While the 126.35% achievement rate for the PSUs is positive, indicating strong relative performance, this transaction alone does not provide sufficient new information to warrant a change from a 'hold' recommendation. Investors should consider broader company fundamentals and market conditions.

Keywords

Magnite, MGNI, Form 4, insider transaction, stock vesting, performance stock units, CPO, Adam Lee Soroca, equity compensation, tax withholding