PubMatic insider Amar Goel sells 6,250 shares

PubM’s chairman exercised options and sold 6,250 Class A shares under a Rule 10b5-1 plan while retaining substantial indirect holdings through multiple trusts.

Rhea-AI Filing Summary

PubMatic, Inc. (PUBM) insider Amar K. Goel, the chairman and chief innovation officer, reported a series of related transactions on September 3, 2026. He exercised fully vested options for 6,250 shares of Class B common stock at an exercise price of $2.15 per share, converting them into 6,250 shares of Class A common stock, then sold those 6,250 Class A shares at a weighted average price of $17.0443 per share pursuant to a Rule 10b5-1 trading plan adopted on June 4, 2026. The option position reported in this filing was reduced to 0 shares following the exercise. The filing also lists significant indirect holdings of Class B stock (convertible into Class A) through various trusts, some of which are for the benefit of the reporting person, the reporting person’s spouse, or children, with explicit disclaimers of beneficial ownership for several of these trusts except to the extent of any pecuniary interest.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 11 txns

Insider Goel Amar K.

Role CHAIRMAN, CHIEF INNOVATION OFF

Sold 6,250 shs ($107K)

Approx. gross sale proceeds $107K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to buy Class B Common Stock) F4	6,250	$0.00	$0.00
Exercise	Class B Common Stock F1	6,250	$2.15	$13K
Conversion	Class B Common Stock F1	6,250	$0.00	$0.00
Conversion	Class A Common Stock F1	6,250	--	--
Sale	Class A Common Stock F2, F3	6,250	$17.0443	$107K
holding	Class B Common Stock F1, F5	--	--	--
holding	Class B Common Stock F1, F6	--	--	--
holding	Class B Common Stock F1, F7	--	--	--
holding	Class B Common Stock F1, F8	--	--	--
holding	Class B Common Stock F1, F9	--	--	--
holding	Class B Common Stock F1, F10	--	--	--

Holdings After Transaction: Stock Option (Right to buy Class B Common Stock) — 0 contracts (Direct); Class B Common Stock — 0 contracts (Direct); Class A Common Stock — 35,580 shares (Direct); Class B Common Stock — 755,314 contracts (Indirect, By Marais Irrevocable Trust); Class B Common Stock — 755,584 contracts (Indirect, By Tuscan Irrevocable Trust); Class B Common Stock — 524,162 contracts (Indirect, By RAJN Trust-A); Class B Common Stock — 524,247 contracts (Indirect, By RAJN Trust-N); Class B Common Stock — 443,414 contracts (Indirect, See footnote); Class B Common Stock — 1,231,585 contracts (Indirect, By Birchwood Trust)

Footnotes (10)

1. F1. 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. F2. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 4, 2026.
3. F3. Represents the weighted average sale price. The lowest price at which shares were sold was $16.795 and the highest price at which shares were sold was $17.73. 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.
4. F4. The options are fully vested.
5. F5. These shares are held by the Marais Irrevocable Trust, of which the Reporting Person's spouse is a beneficiary. 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.
6. F6. These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.
7. F7. These shares are held by the RAJN Trust-A, of which one of the Reporting Person's children is a beneficiary. 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.
8. F8. These shares are held by the RAJN Trust-N, of which one of the Reporting Person's children is a beneficiary. 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. F9. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
10. F10. These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.

Key Figures

Options exercised: 6,250 shares Option exercise price: $2.15 per share Class A shares sold: 6,250 shares +5 more

8 metrics

Options exercised 6,250 shares Stock options for Class B common stock exercised on September 3, 2026

Option exercise price $2.15 per share Exercise price of stock options converted into Class B common stock

Class A shares sold 6,250 shares Class A common stock sold on September 3, 2026

Weighted average sale price $17.0443 per share Weighted average price for 6,250 Class A shares sold; range $16.795–$17.73

Options remaining from this grant 0 shares Total stock options reported following the exercise transaction

Underlying shares – Marais Irrevocable Trust 755,314 shares Indirect Class B holdings convertible into Class A, with spouse as beneficiary

Underlying shares – Tuscan Irrevocable Trust 755,584 shares Indirect Class B holdings convertible into Class A, reporting person as beneficiary

Underlying shares – Birchwood Trust 1,231,585 shares Indirect Class B holdings convertible into Class A, reporting person and spouse as beneficiaries

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, pecuniary interest, California Uniform Transfers to Minors Act

4 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan"

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.

weighted average sale price financial

"Represents the weighted average sale price. The lowest price at which shares were sold"

pecuniary interest financial

"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"

California Uniform Transfers to Minors Act regulatory

"held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act"

FAQ

What insider transactions did PUBM’s Amar K. Goel report on September 3, 2026?

He exercised fully vested options for 6,250 shares of Class B common stock at $2.15 per share, converted them into 6,250 Class A shares, and sold those 6,250 Class A shares at a weighted average price of $17.0443 per share.

How many PubMatic (PUBM) shares did Amar K. Goel sell and at what price?

He sold 6,250 shares of Class A common stock at a weighted average sale price of $17.0443 per share. The filing notes the lowest sale price was $16.795 and the highest was $17.73 in the reported transactions.

Were Amar K. Goel’s PUBM share sales made under a Rule 10b5-1 plan?

Yes. The filing states the reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Amar K. Goel on June 4, 2026, and the form’s Rule 10b5-1 checkbox is affirmed.

What happened to Amar K. Goel’s PubMatic stock options in this Form 4?

He exercised 6,250 stock options with an exercise price of $2.15 per share into Class B common stock, which was then converted into Class A shares. The reported option holding for this grant decreased to 0 shares after the exercise.

What indirect PUBM holdings does Amar K. Goel report through trusts?

The filing lists indirect Class B holdings convertible into Class A, including 755,314 underlying Class A shares held by the Marais Irrevocable Trust, 755,584 by the Tuscan Irrevocable Trust, 524,162 by RAJN Trust-A, 524,247 by RAJN Trust-N, 443,414 held as custodian for children, and 1,231,585 by the Birchwood Trust.

Does Amar K. Goel disclaim beneficial ownership of any PubMatic shares?

Yes. For certain trusts, including the Marais Irrevocable Trust, RAJN Trust-A, and RAJN Trust-N, he disclaims beneficial ownership of the securities except to the extent of his pecuniary interest, if any, as explicitly stated in the footnotes.

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Available on EDGAR 09/04/2026 - 05:04 PM Accepted by SEC EDGAR 09/04/2026 - 05:03 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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 Amar 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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN, CHIEF INNOVATION OFF

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/03/2026		C		6,250	A	(1)	41,830	D
Class A Common Stock	09/03/2026		S(2)		6,250	D	$17.0443(3)	35,580	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to buy Class B Common Stock)	$2.15	09/03/2026		M			6,250	(4)	05/21/2027	Class A Common Stock	6,250	$0	0	D
Class B Common Stock	(1)	09/03/2026		M		6,250		(1)	(1)	Class A Common Stock	6,250	$2.15	6,250	D
Class B Common Stock	(1)	09/03/2026		C			6,250	(1)	(1)	Class A Common Stock	6,250	$0	0	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	755,314		755,314	I	By Marais Irrevocable Trust(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	755,584		755,584	I	By Tuscan Irrevocable Trust(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	524,162		524,162	I	By RAJN Trust-A(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	524,247		524,247	I	By RAJN Trust-N(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	443,414		443,414	I	See footnote(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,231,585		1,231,585	I	By Birchwood Trust(10)

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. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 4, 2026.

3. Represents the weighted average sale price. The lowest price at which shares were sold was $16.795 and the highest price at which shares were sold was $17.73. 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.

4. The options are fully vested.

5. These shares are held by the Marais Irrevocable Trust, of which the Reporting Person's spouse is a beneficiary. 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.

6. These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.

7. These shares are held by the RAJN Trust-A, of which one of the Reporting Person's children is a beneficiary. 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.

8. These shares are held by the RAJN Trust-N, of which one of the Reporting Person's children is a beneficiary. 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 Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.

10. These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.

	/s/ Andrew Woods, Attorney-in-Fact	09/04/2026
	** Signature of Reporting Person	Date
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)