[Form 4] PubMatic, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Amar K. Goel, Chairman and Chief Innovation Officer of PubMatic, Inc. (PUBM), reported equity transactions on 10/01/2025 and 10/02/2025. On 10/01/2025 he received 12,436 shares of Class A common stock (reported as acquisition code M) and multiple restricted stock units (RSUs) vested that same date converting into 12,436 underlying shares distributed across four RSU awards of 2,992, 2,030, 4,168, and 3,246 shares. To satisfy tax withholding on the vested RSUs, he sold 4,468 shares on 10/02/2025 in block trades at a weighted average price of $8.2338, leaving him with 20,464 shares of Class A common stock beneficially owned after the sale. The Form 4 states the sales were a "sell to cover" for tax withholding and that the price reported is a weighted average from block trades priced between $8.15 and $8.31.

Positive

• 12,436 shares acquired on 10/01/2025 through vesting of RSUs
• RSU vesting schedule and conversion to Class A shares explicitly disclosed

Negative

• 4,468 shares sold on 10/02/2025 at a weighted average price of $8.2338 reducing holdings
• Beneficial ownership decreased from 24,932 to 20,464 shares after the sale

Insights

Equity Compensation Specialist

Vesting-triggered share receipt with a routine sell-to-cover tax sale.

The filing shows RSUs vesting on 10/01/2025 converting into 12,436 shares and an immediate partial sale of 4,468 shares on 10/02/2025 to satisfy tax withholding. This is described explicitly as a "sell to cover" rather than a discretionary disposition.

Because the sale arose directly from tax obligations tied to RSU settlement, it reflects compensation mechanics, not necessarily a voluntary liquidity decision by the reporting person.

Corporate Governance Analyst

Reporting person remains a significant insider owner after transactions.

Following the transactions, the report shows 20,464 Class A shares beneficially owned by the reporting person, down from 24,932 immediately after the acquisition. The Form 4 lists the reporting person as Director and a 10% Owner, indicating continued insider status and disclosure obligations.

The filing documents are limited to these transactions; no other changes in role or additional dispositions are included.

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 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)
	CHAIRMAN, CHIEF INNOVATION OFF

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		12,436	A	$0	24,932	D
Class A Common Stock	10/02/2025		S(1)		4,468	D	$8.2338(2)	20,464	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			2,992	(4)	(5)	Class A Common Stock	2,992	$0	2,993	D
Restricted Stock Unit	$0(3)	10/01/2025		M			2,030	(6)	(5)	Class A Common Stock	2,030	$0	10,150	D
Restricted Stock Unit	$0(3)	10/01/2025		M			4,168	(7)	(5)	Class A Common Stock	4,168	$0	37,519	D
Restricted Stock Unit	$0(3)	10/01/2025		M			3,246	(8)	(5)	Class A Common Stock	3,246	$0	42,187	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 1/16th 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	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).
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

What transactions did Amar K. Goel report for PUBM?

On 10/01/2025 Mr. Goel received 12,436 Class A shares from RSU vesting and related settlements; on 10/02/2025 he sold 4,468 shares.

Why were 4,468 shares sold by the insider?

The Form 4 states the sale was a sell-to-cover transaction to satisfy tax withholding obligations on the vested RSUs.

At what price were the shares sold in the reported block trades?

The weighted average price reported for the sale on 10/02/2025 was $8.2338, with trade prices in the range $8.15 to $8.31.

How many RSU awards vested and what were their sizes?

Four RSU awards vested into 2,992, 2,030, 4,168, and 3,246 shares respectively on 10/01/2025.

How many Class A shares does Mr. Goel beneficially own after these transactions?

The Form 4 reports 20,464 Class A shares beneficially owned following the sale.