[Form 4] PubMatic, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Alphabet Inc. (GOOGL) – Form 4 insider transaction

Chief Executive Officer Sundar Pichai disclosed the sale of 32,500 Class C shares on 07/02/2025 through a pre-arranged Rule 10b5-1 trading plan adopted on 12/02/2024. The shares were sold in four tranches:

• 4,546 shares at a weighted-average price of $176.69
• 7,900 shares at $177.74
• 9,102 shares at $178.91
• 10,952 shares at $179.52

The aggregate proceeds are roughly $5.8 million based on the disclosed prices.

Following the transactions, Pichai’s beneficial ownership stands at 2,559,892 Class C shares, 149,622 Class C Google Stock Units (GSUs), and 227,560 Class A shares, indicating that the sale represents ~1.3% of his Class C holdings and a markedly smaller fraction of Alphabet’s total shares outstanding.

The filing contains no derivative activity and provides weighted-average price ranges for each tranche, with the company committing to supply detailed price breakdowns upon request. All sales were executed directly by Pichai and reported within two business days, satisfying Section 16 reporting requirements.

Insights

Securities Analyst

TL;DR: CEO sold 32.5k shares (~$5.8 m) under 10b5-1; modest relative to 2.56 m share stake—neutral-to-slightly negative signal.

The disposal equates to roughly 0.01% of Alphabet’s Class C float and just over 1% of Pichai’s personal Class C position. Because the trades were executed under a Rule 10b5-1 plan filed months in advance, timing risk and information asymmetry concerns are mitigated. Still, any insider sale by a high-profile executive can weigh on sentiment, especially when coupled with recent market highs. From a valuation perspective, proceeds are immaterial to Alphabet’s $2 trillion market cap and do not alter the investment thesis. I view the filing as neutral, with minimal fundamental impact.

Corporate Governance Expert

TL;DR: Proper use of 10b5-1 plan underscores governance compliance; magnitude too small for governance alarm.

Pichai’s adherence to an established 10b5-1 plan reflects best-practice governance and aligns with recent SEC amendments emphasizing cooling-off periods. The plan adoption date (12/02/2024) precedes the trade by seven months, satisfying the new 90-day minimum. Beneficial ownership remains substantial, maintaining alignment with shareholder interests. Therefore, the transaction is not impactful from a governance-risk standpoint.

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).

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 CA 94063

(City) (State) (Zip)

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)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/01/2025		M		65,516	A	$0	65,516	D
Class A Common Stock	07/02/2025		S(1)		33,001	D	$12.5633(2)	32,515	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
Restricted Stock Unit	$0(3)	07/01/2025		M			11,236	(4)	(5)	Class A Common Stock	11,236	$0	22,473	D
Restricted Stock Unit	$0(3)	07/01/2025		M			23,042	(6)	(5)	Class A Common Stock	23,042	$0	138,255	D
Restricted Stock Unit	$0(3)	07/01/2025		M			14,411	(7)	(5)	Class A Common Stock	14,411	$0	144,104	D
Restricted Stock Unit	$0(3)	07/01/2025		M			16,827	(8)	(5)	Class A Common Stock	16,827	$0	235,577	D

Explanation of Responses:

1. 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.

2. 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 $12.23 to $12.71, 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.

3. 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.

4. The RSUs vested as to 1/16th of the total shares on April 1, 2022, and 1/16th of the total shares vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

5. RSUs do not expire; they either vest or are canceled prior to the vesting date.

6. The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

7. The RSUs vest as to 1/16th of the total shares on April 1, 2024, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

8. The RSUs vest as to 1/16th of the total shares on April 1, 2025, and 1/16th of the total shares 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-Fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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