PUBM insider filing: 11,496 RSUs settled; 4,131 shares sold

Rhea-AI Filing Summary

PubMatic (PUBM) disclosed a Form 4 for Andrew Woods, General Counsel & Secretary. On 10/01/2025, RSU settlements delivered 11,496 shares of Class A common stock (code M, $0 exercise), increasing his directly held shares. On 10/02/2025, he sold 4,131 shares at a $8.2338 weighted average price to cover tax withholding obligations tied to the RSU vesting, as noted in the filing’s explanation. After these transactions, he directly owned 51,495 shares.

The sale price reflects block trades executed between $8.15 and $8.31. The RSUs convert one-for-one into Class A shares at settlement for no consideration and follow quarterly vesting schedules as described.

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

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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^*

Woods Andrew

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GENERAL COUNSEL & SECRETARY

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		M		11,496	A	$0	55,626	D
Class A Common Stock	10/02/2025		S(1)		4,131	D	$8.2338(2)	51,495	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)	10/01/2025		M			4,039	(4)	(5)	Class A Common Stock	4,039	$0	16,156	D
Restricted Stock Unit	$0(3)	10/01/2025		M			1,251	(6)	(5)	Class A Common Stock	1,251	$0	6,254	D
Restricted Stock Unit	$0(3)	10/01/2025		M			3,396	(7)	(5)	Class A Common Stock	3,396	$0	30,571	D
Restricted Stock Unit	$0(3)	10/01/2025		M			2,810	(8)	(5)	Class A Common Stock	2,810	$0	36,523	D

Explanation of Responses:

1. 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.

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 $8.15 to $8.31, 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 1/4 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.

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	10/03/2025
	** 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).
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FAQ

What did PUBM’s Form 4 report for Andrew Woods?

It reported RSU settlements delivering 11,496 shares on 10/01/2025 and a sale of 4,131 shares on 10/02/2025.

Why were PUBM shares sold by the reporting person?

The filing states the 4,131 shares were sold to cover tax withholding obligations from RSU vesting via a sell-to-cover transaction.

At what price were the PUBM shares sold?

A weighted average price of $8.2338, with block trades between $8.15 and $8.31.

How many PUBM shares does the reporting person hold after the transactions?

He directly owned 51,495 shares following the reported transactions.

What is the conversion rate of PUBM RSUs?

Each RSU converts into one share of Class A common stock for no consideration at settlement.

What is the role of the reporting person at PUBM?

He is the company’s General Counsel & Secretary.

What dates did the PUBM transactions occur?

RSU settlements on 10/01/2025 and a share sale on 10/02/2025.