[Form 4] PubMatic, Inc. Insider Trading Activity

Rhea-AI Filing Summary

PubMatic (PUBM) Form 4 – Insider Transaction Summary

On 07/21/2025, CEO, Chairman and >10% owner Rajeev K. Goel executed multiple related transactions:

• Option exercise (Code M): exercised 44,000 Class B options at an exercise price of $1.11, options were fully vested and set to expire 07/07/2026.
• Automatic conversion (Code C): the 44,000 Class B shares converted 1-for-1 into Class A shares upon transfer.
• Transfer & sale (Code S): the shares were transferred to The Goel Family Trust and sold under a Rule 10b5-1 plan at a weighted-average price of $12.8012 (range $12.615-$12.915), generating gross proceeds of roughly $563k.

After these transactions, Mr. Goel directly holds 0 Class A shares, but retains indirect ownership stakes through multiple family trusts and custodial accounts as detailed in footnotes 7-11. Footnote 2 states that, including Class B holdings, he beneficially owns 2,362,194 Class A/B shares (excluding unexercised equity awards).

The filing reflects a routine option exercise-and-sale cycle and modest disposition (44k shares ≈1.9% of total stated beneficial ownership). Sales were pre-arranged, limiting signaling risk, yet still represent insider selling at mid-$12 levels.

Positive

• None.

Negative

• Insider sale of 44,000 shares by CEO may be interpreted as a modest bearish signal despite being pre-planned.

Insights

Equity Research Analyst

TL;DR: CEO exercised 44k options & sold same amount via 10b5-1; small relative to 2.36 m share stake, modest negative signal.

The move converts low-priced $1.11 options into cash, netting roughly $11.7 per share spread. Because the shares were pre-committed under a March-2025 10b5-1 plan, the informational content is muted versus discretionary selling. Still, insider dispositions, however small, can pressure sentiment, especially given PUBM’s limited float. Aggregate sale equals ~0.1 days of average volume, so market impact should be negligible. Goel’s remaining multi-million share exposure maintains alignment with shareholders.

Corporate Governance Specialist

TL;DR: Transaction follows governance best practices—automatic conversion & trust management—no red flags; neutral impact.

Utilising trusts for estate planning and Rule 10b5-1 for pre-scheduled sales meets SEC guidance, reducing litigation or perception risk. The filing discloses detailed footnotes and weighted-average pricing, enhancing transparency. Total ownership concentration remains high, so control dynamics are unchanged. From a governance lens the activity is routine.

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).

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)
07/21/2025

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	07/21/2025		C		44,000	A	(1)	44,000	D
Class A Common Stock(2)	07/21/2025		S(3)		44,000(4)	D	$12.8012(5)	0	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)	$1.11	07/21/2025		M			44,000	(6)	07/07/2026	Class B Common Stock	44,000	$0	302,617	D
Class B Common Stock	(1)	07/21/2025		M		44,000		(1)	(1)	Class A Common Stock	44,000	$1.11	254,984	D
Class B Common Stock	(1)	07/21/2025		C			44,000	(1)	(1)	Class A Common Stock	44,000	$0	210,984	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	581,260		581,260	I	See footnote(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	400,000		400,000	I	See footnote(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	68,616		68,616	I	See footnote(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	308,775		308,775	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	308,775		308,775	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	483,784		483,784	I	See 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 $12.615 and the highest price at which shares were sold was $12.915. 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-Fact	07/23/2025
	** 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.

FAQ

How many PubMatic shares did CEO Rajeev Goel sell on 07/21/2025?

He sold 44,000 Class A shares at a weighted-average price of $12.8012.

What was the exercise price of the options exercised by PUBM's CEO?

The options were exercised at $1.11 per share.

Were the PubMatic insider sales discretionary or pre-planned?

Sales were executed under a Rule 10b5-1 trading plan adopted on 03/02/2025.

How much stock does Rajeev Goel still own after the transaction?

Footnote 2 indicates he still beneficially owns 2,362,194 Class A/B shares, excluding unexercised awards.

Did the option exercise affect PubMatic's share count?

Only an internal share class conversion occurred; no new shares were issued beyond the exercised 44,000 options.