STOCK TITAN

[Form 4] PubMatic, Inc. Insider Trading Activity

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

Rhea-AI Filing Summary

PubMatic, Inc.’s chief financial officer Steven Pantelick reported a mix of RSU vesting and share sales. On July 1, 2026, he exercised restricted stock units to acquire 45,665 shares of Class A Common Stock at no cost as RSUs settled into shares.

On July 2 and July 6, 2026, he sold a total of 36,096 shares in open-market transactions at weighted-average prices of $13.6485 and $13.4154 per share. One set of sales was executed to cover tax withholding obligations via a “sell to cover” arrangement, and another was carried out under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, he directly holds 52,272 shares of PubMatic Class A Common Stock.

Positive

  • None.

Negative

  • None.
Insider Pantelick Steven
Role CHIEF FINANCIAL OFFICER
Sold 36,096 shs ($490K)
Type Security Shares Price Value
Sale Class A Common Stock 12,548 $13.4154 $168K
Sale Class A Common Stock 23,548 $13.6485 $321K
Exercise Restricted Stock Unit 9,547 $0.00 --
Exercise Restricted Stock Unit 8,955 $0.00 --
Exercise Restricted Stock Unit 7,407 $0.00 --
Exercise Restricted Stock Unit 19,756 $0.00 --
Exercise Class A Common Stock 45,665 $0.00 --
Holdings After Transaction: Class A Common Stock — 52,272 shares (Direct, null); Restricted Stock Unit — 19,092 shares (Direct, null)
Footnotes (1)
  1. Includes 1,384 shares of Class A Common Stock acquired by the Reporting Person on May 29, 2026 pursuant to the Issuer's employee stock purchase plan. The sales reported in this line item represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction. The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $13.50 to $13.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein with regard to the block trades. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025. The price reported in this line item is a weighted average price. These shares were sold at prices ranging from $13.30 to $13.53, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration. The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. RSUs do not expire; they either vest or are canceled prior to the vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2024, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2025, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2026, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Shares sold 36,096 shares Total Class A Common Stock sold on July 2 and July 6, 2026
July 2 sale price $13.6485 per share Weighted-average price for 23,548 shares sold July 2, 2026
July 6 sale price $13.4154 per share Weighted-average price for 12,548 shares sold July 6, 2026
RSU settlement shares 45,665 shares Class A shares acquired on July 1, 2026 via RSU conversion
Post-transaction holdings 52,272 shares Direct Class A Common Stock held after July 6, 2026 transaction
ESPP shares 1,384 shares Class A Common Stock acquired May 29, 2026 under ESPP
Restricted Stock Unit financial
"The sales reported in this line item represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs")."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
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 May 28, 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.
sell to cover financial
"The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction."
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
employee stock purchase plan financial
"Includes 1,384 shares of Class A Common Stock acquired by the Reporting Person on May 29, 2026 pursuant to the Issuer's employee stock purchase plan."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
weighted average price financial
"The price reported in this line item is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
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Learn about SEC filing dates
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*
Pantelick Steven

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF FINANCIAL OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
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 Stock07/01/2026M45,665A$088,368(1)D
Class A Common Stock07/02/2026S(2)23,548D$13.6485(3)64,820D
Class A Common Stock07/06/2026S(4)12,548D$13.4154(5)52,272D
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
Restricted Stock Unit$0(6)07/01/2026M9,547 (7) (8)Class A Common Stock9,547$019,092D
Restricted Stock Unit$0(6)07/01/2026M8,955 (9) (8)Class A Common Stock8,955$053,730D
Restricted Stock Unit$0(6)07/01/2026M7,407 (10) (8)Class A Common Stock7,407$074,069D
Restricted Stock Unit$0(6)07/01/2026M19,756 (11) (8)Class A Common Stock19,756$0276,585D
Explanation of Responses:
1. Includes 1,384 shares of Class A Common Stock acquired by the Reporting Person on May 29, 2026 pursuant to the Issuer's employee stock purchase plan.
2. The sales reported in this line item represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.
3. The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $13.50 to $13.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein with regard to the block trades.
4. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025.
5. The price reported in this line item is a weighted average price. These shares were sold at prices ranging from $13.30 to $13.53, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
6. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.
7. The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
8. RSUs do not expire; they either vest or are canceled prior to the vesting date.
9. The RSUs vested as to 1/16th of the total award on April 1, 2024, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
10. The RSUs vested as to 1/16th of the total award on April 1, 2025, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
11. The RSUs vested as to 1/16th of the total award on April 1, 2026, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
/s/ Andrew Woods, Attorney-in-Fact07/06/2026
** 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)