Form 4: Magnite Operations President Vests 51,300 Shares

Magnite's President of Operations, Katie Seitz Evans, vested 51,300 performance stock units, resulting in a net increase in her direct common stock holdings after tax withholdings.

Summary

• Katie Seitz Evans, President, Operations of Magnite, Inc., acquired 51,300 shares of common stock on January 9, 2026, through the vesting of Performance Stock Units (PSUs).
• The vesting was based on Magnite's Total Stockholder Return (TSR) performance relative to the Russell 2000 index over a three-year period starting January 1, 2023.
• The Compensation Committee determined a 126.35% achievement rate, leading to the vesting of 51,300 shares from a target award.
• Concurrently, 26,836 shares were disposed of at $16.17 to cover tax withholding obligations associated with the PSU vesting.
• Following these transactions, Katie Seitz Evans beneficially owns 535,472 shares of Magnite common stock directly.

Sentiment

Score: 8

Explanation: The vesting of performance-based equity at 126.35% of target indicates strong company performance relative to a market index, which is a positive signal for investors and reflects effective executive incentives.

Positives

• Successful vesting of performance-based equity awards indicates the company met or exceeded performance targets.
• The 126.35% achievement rate for PSUs suggests strong relative Total Stockholder Return (TSR) performance against the Russell 2000 index.
• Increased beneficial ownership by a key executive aligns management interests with shareholders.

Negatives

• A portion of vested shares (26,836 shares) was sold to cover tax liabilities, which is a common practice but reduces the immediate increase in direct holdings.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance beyond the historical performance period for the vested Performance Stock Units.

Management Comments

• The Compensation Committee of the Issuer's Board of Directors determined that, based on 126.35% achievement, the Reporting Person actually vested 51,300 shares.

Industry Context

This insider transaction report primarily reflects executive compensation and company performance against a benchmark. The strong Total Stockholder Return (TSR) performance, indicated by the 126.35% achievement rate for PSUs, suggests Magnite performed well within its market segment relative to the broader small-cap index over the three-year performance period.

Comparison to Industry Standards

• The 126.35% achievement rate for Performance Stock Units, based on Magnite's Total Stockholder Return (TSR) relative to the Russell 2000 index, indicates strong outperformance against a broad market benchmark for small-cap companies over the three-year period ending January 9, 2026.
• This suggests Magnite's stock performance was significantly better than the average company in the Russell 2000 index during that period.

Stakeholder Impact

• Shareholders: Positive signal due to executive's increased ownership and strong performance-based vesting, aligning management interests with shareholder value.
• Employees: Demonstrates the company's commitment to performance-based compensation and the potential for significant equity upside for those participating in similar plans.

Key Dates

Recommendation

The vesting of performance stock units at 126.35% of target, based on Magnite's Total Stockholder Return outperforming the Russell 2000 index, signals robust company performance over the past three years. This strong achievement, coupled with increased executive ownership, suggests positive momentum and alignment of management interests with shareholders, making it an attractive investment.

Keywords

Magnite, MGNI, Form 4, insider transaction, stock vesting, performance stock units, executive compensation, equity incentive plan, total stockholder return