PubMatic (PUBM) general counsel sells shares after RSU vesting
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
PubMatic, Inc. general counsel and secretary Andrew Woods reported routine equity compensation activity, including vesting of restricted stock units (RSUs) and a small share sale to cover taxes. On July 2, 2026, he sold 5,758 shares of Class A Common Stock at a weighted average price of $13.6485 per share in open-market block trades to satisfy tax withholding obligations from RSU vesting.
On July 1, 2026, Woods exercised or settled RSUs and related awards covering a total of 15,823 shares of Class A Common Stock for no cash consideration, reflecting compensation rather than market purchases. After these transactions, he directly held 81,331 shares of Class A Common Stock, and the RSUs continue to vest quarterly so long as he remains in service.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 5,758 shares ($78,588)
Net Sell
7 txns
Insider
Woods Andrew
Role
GENERAL COUNSEL & SECRETARY
Sold
5,758 shs ($79K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 5,758 | $13.6485 | $79K |
| Exercise | Restricted Stock Unit | 4,039 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 3,397 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 2,809 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,327 | $0.00 | -- |
| Exercise | Class A Common Stock | 15,823 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 1,251 | $0.00 | -- |
Holdings After Transaction:
Class A Common Stock — 81,331 shares (Direct, null);
Restricted Stock Unit — 4,039 shares (Direct, null);
Restricted Stock Units — 60,577 shares (Direct, null)
Footnotes (1)
- Includes 1,384 shares of Class A Common Stock acquired by the Reporting Person pursuant to the Issuer's employee stock purchase plan. The sales reported on this Form 4 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. 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 1/4 of the total award on October 1, 2023 and 1/16th of the RSUs 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, 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. 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.
Key Figures
Shares sold: 5,758 shares
Sale price: $13.6485 per share
Shares after sale: 81,331 shares
+5 more
8 metrics
Shares sold
5,758 shares
Open-market sale on July 2, 2026 to cover tax withholding
Sale price
$13.6485 per share
Weighted average price for 5,758-share sale in block trades
Shares after sale
81,331 shares
Direct Class A Common Stock holdings following reported transactions
Shares from exercises
15,823 shares
Total shares acquired through derivative exercises/RSU settlements
RSU settlement 1
4,327 units
Restricted Stock Units converting into 4,327 Class A shares
RSU settlement 2
2,809 units
Restricted Stock Units converting into 2,809 Class A shares
RSU settlement 3
3,397 units
Restricted Stock Units converting into 3,397 Class A shares
RSU settlement 4
4,039 units
Restricted Stock Units converting into 4,039 Class A shares
Key Terms
restricted stock units, sell to cover, employee stock purchase plan, weighted average price, +1 more
5 terms
restricted stock units financial
"The sales reported on this Form 4 represent shares sold ... in connection with the vesting and settlement of restricted stock units ("RSUs")."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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 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.
vest quarterly financial
"1/16th of the RSUs will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date."
FAQ
What insider transactions did PubMatic (PUBM) report for Andrew Woods?
Andrew Woods reported RSU-related activity and a small tax sale. He exercised or settled awards for 15,823 shares and sold 5,758 shares of Class A Common Stock to cover tax withholding, leaving him with 81,331 shares held directly.
What equity awards vested or were exercised for PubMatic (PUBM) general counsel Andrew Woods?
Woods exercised or settled awards covering 15,823 PubMatic shares. These transactions relate mainly to restricted stock units, each RSU converting into one share of Class A Common Stock for no cash consideration as part of his compensation.
How do PubMatic (PUBM) restricted stock units work for Andrew Woods?
Each PubMatic RSU converts into one Class A share at vesting. Footnotes explain RSUs vest in quarterly installments over multiple years, contingent on Woods continuing to provide service to the company on each vesting date.