PUBM: Amar Goel vested 12,436 RSU shares, sold 4,468 to cover taxes
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 4,468 | $8.2338 | $37K |
| Exercise | Restricted Stock Unit | 2,992 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 2,030 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 4,168 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 3,246 | $0.00 | -- |
| Exercise | Class A Common Stock | 12,436 | $0.00 | -- |
Footnotes (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. 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. 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. 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. RSUs do not expire; they either vest or are canceled prior to the vesting date. 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. 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. 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.
