STOCK TITAN

PubMatic (PUBM) CEO Goel sells 44K shares after option exercise

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

PubMatic, Inc. chief executive Rajeev K. Goel reported a series of option exercises, share conversions and a modest share sale. On April 13, 2026, he exercised options to acquire 17,466 shares of Class B Common Stock at an exercise price of $1.11 per share, increasing his option-derived holdings while the underlying options are fully vested and expire on July 7, 2026.

He then converted 17,466 shares of Class B Common Stock into an equal number of Class A Common Stock and, through The Goel Family Trust, sold 44,000 Class A shares at a weighted-average price of $8.6478 per share under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, a footnote states that Goel holds a total of 2,362,194 shares of PubMatic Class A and Class B stock across direct and indirect holdings, so the reported sale represents only a small portion of his overall position.

Positive

  • None.

Negative

  • None.
Insider Goel Rajeev K.
Role CHIEF EXECUTIVE OFFICER
Sold 44,000 shs ($381K)
Type Security Shares Price Value
Exercise Stock Option (Right to buy Class B Common Stock) 17,466 $0.00 --
Exercise Class B Common Stock 17,466 $1.11 $19K
Conversion Class B Common Stock 17,466 $0.00 --
Conversion Class A Common Stock 17,466 $0.00 --
Sale Class A Common Stock 44,000 $8.6478 $381K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to buy Class B Common Stock) — 95,996 shares (Direct); Class B Common Stock — 228,450 shares (Direct); Class A Common Stock — 65,206 shares (Direct); Class B Common Stock — 581,260 shares (Indirect, See footnote)
Footnotes (1)
  1. Each share of Class B common stock held by the Issuer's executive officers, directors and their respective affiliates will convert automatically into one share of Class A common stock upon any transfer, except for certain permitted transfers. Following the sales reported in this line item, Mr. Goel holds 2,362,194 shares of Class A Common Stock and Class B Common Stock, which figure does not reflect vested but unexercised options, unvested options, or unvested restricted stock units, each as of the date of filing. The option award under which these shares were exercised expires on July 7, 2026. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2025. These securities were transferred by the Reporting Person to The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, and were sold by the Goel Family Trust as reported herein. Represents the weighted average sale price. The lowest price at which shares were sold was $8.38 and the highest price at which shares were sold was $8.785. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein. The options are fully vested. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act. These securities are held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These securities are held by The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These securities are held by a trust for the benefit of the Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
Shares sold 44,000 shares Class A Open-market sale at weighted-average price on April 13, 2026
Sale price $8.6478 per share Weighted-average price for 44,000 Class A shares sold
Options exercised 17,466 shares Stock option exercise for Class B Common Stock
Option exercise price $1.11 per share Strike price for exercised stock options
Total holdings post-transaction 2,362,194 shares Combined Class A and B shares held after reported sales
Direct Class A holdings 21,206 shares Class A Common Stock held directly after the 44,000-share sale
Options remaining 95,996 options Stock options on Class B Common Stock following the exercise
Option expiration July 7, 2026 Expiration date of the option award used in this exercise
Rule 10b5-1 trading plan financial
"The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Class A Common Stock financial
"Following the sales reported in this line item, Mr. Goel holds 2,362,194 shares of Class A Common Stock and Class B Common Stock..."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Class B Common Stock financial
"Each share of Class B common stock held by the Issuer's executive officers, directors and their respective affiliates will convert automatically into one share of Class A common stock..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
stock option financial
"Stock Option (Right to buy Class B Common Stock)"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
California Uniform Transfers to Minors Act financial
"These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act."
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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*
Goel Rajeev K.

(Last)(First)(Middle)
C/O PUBMATIC, INC.
601 MARSHALL STREET

(Street)
REDWOOD CITY CALIFORNIA 94063

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PubMatic, Inc. [ PUBM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/13/2026C17,466A(1)65,206D
Class A Common Stock(2)04/13/2026S(3)44,000(4)D$8.6478(5)21,206D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to buy Class B Common Stock)$1.1104/13/2026M17,466 (6)07/07/2026Class B Common Stock17,466$095,996D
Class B Common Stock(1)04/13/2026M17,466 (1) (1)Class B Common Stock17,466$1.11228,450D
Class B Common Stock(1)04/13/2026C17,466 (1) (1)Class A Common Stock17,466$0210,984D
Class B Common Stock(1) (1) (1)Class A Common Stock581,260581,260ISee footnote(7)
Class B Common Stock(1) (1) (1)Class A Common Stock400,000400,000ISee footnote(8)
Class B Common Stock(1) (1) (1)Class A Common Stock68,61668,616ISee footnote(9)
Class B Common Stock(1) (1) (1)Class A Common Stock308,775308,775ISee footnote(10)
Class B Common Stock(1) (1) (1)Class A Common Stock308,775308,775ISee footnote(10)
Class B Common Stock(1) (1) (1)Class A Common Stock483,784483,784ISee footnote(11)
Explanation of Responses:
1. Each share of Class B common stock held by the Issuer's executive officers, directors and their respective affiliates will convert automatically into one share of Class A common stock upon any transfer, except for certain permitted transfers.
2. Following the sales reported in this line item, Mr. Goel holds 2,362,194 shares of Class A Common Stock and Class B Common Stock, which figure does not reflect vested but unexercised options, unvested options, or unvested restricted stock units, each as of the date of filing. The option award under which these shares were exercised expires on July 7, 2026.
3. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2025.
4. These securities were transferred by the Reporting Person to The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, and were sold by the Goel Family Trust as reported herein.
5. Represents the weighted average sale price. The lowest price at which shares were sold was $8.38 and the highest price at which shares were sold was $8.785. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
6. The options are fully vested.
7. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
8. These securities are held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
9. These securities are held by The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
10. These securities are held by a trust for the benefit of the Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
11. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
/s/ Andrew Woods, Attorney-in-Fact04/14/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did PubMatic (PUBM) CEO Rajeev Goel report?

Rajeev Goel reported exercising options for 17,466 Class B shares at $1.11, converting 17,466 Class B shares into Class A, and selling 44,000 Class A shares at a weighted-average price of $8.6478 per share on April 13, 2026.

How large was Rajeev Goel’s share sale in PubMatic (PUBM)?

The filing shows a sale of 44,000 shares of Class A Common Stock at a weighted-average price of $8.6478 per share. A footnote states that, after these transactions, Goel holds 2,362,194 shares of Class A and Class B stock in total.

Were PubMatic (PUBM) CEO Rajeev Goel’s trades under a Rule 10b5-1 plan?

Yes. A footnote explains that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 2, 2025. Such plans pre-schedule trades, indicating the timing of these sales was determined in advance rather than made opportunistically.

What option activity did Rajeev Goel report for PubMatic (PUBM)?

Goel exercised stock options covering 17,466 shares of Class B Common Stock at an exercise price of $1.11 per share. The filing notes the option award under which these shares were exercised expires on July 7, 2026, and that the options are fully vested.

How many PubMatic (PUBM) shares does Rajeev Goel hold after these transactions?

A footnote states that, following the reported sales, Rajeev Goel holds 2,362,194 shares of PubMatic Class A and Class B Common Stock. This figure excludes vested but unexercised options, unvested options, and unvested restricted stock units as of the filing date.

Were any PubMatic (PUBM) shares held through family trusts in this Form 4?

Yes. Footnotes describe shares held by The Goel Family Trust, The Goel Heritage Trust, The Goel Family Gift Trust, and a trust for a child, plus custodial holdings under the California Uniform Transfers to Minors Act. Some of these interests are disclaimed beyond Goel’s pecuniary interest.