PubMatic CEO Goel sells 50,233 shares to cover taxes

PubMatic's CEO reported RSU settlement followed by share sales used to cover tax withholding obligations.

Rhea-AI Filing Summary

PubMatic, Inc. CEO and director Rajeev K. Goel reported settling 97,657 restricted stock units into 97,657 Class A shares on October 1, 2026. On October 2, he sold 50,233 shares in pooled transactions to cover tax withholding obligations tied to RSU vesting and settlement: 45,758 at a weighted average price of $18.9289 per share and 4,475 at a weighted average price of $19.4304 per share. No Rule 10b5-1 plan is reported. Afterward, Goel held 2,372,118 Class A and Class B shares; this excludes vested but unexercised options, unvested options, and unvested RSUs.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Goel Rajeev K.

Role CHIEF EXECUTIVE OFFICER

Sold 50,233 shs ($953K)

Approx. gross sale proceeds $953K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	45,758	$18.9289	$866K
Sale	Class A Common Stock F3, F1, F4	4,475	$19.4304	$87K
Exercise	Restricted Stock Unit F5, F6, F7	23,043	$0.00	$0.00
Exercise	Restricted Stock Unit F5, F8, F7	14,411	$0.00	$0.00
Exercise	Restricted Stock Unit F5, F9, F7	16,827	$0.00	$0.00
Exercise	Restricted Stock Unit F5, F10, F7	43,376	$0.00	$0.00
Exercise	Class A Common Stock	97,657	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 810,425 contracts (Direct); Class A Common Stock — 47,424 shares (Direct)

Footnotes (10)

1. F1. 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. F2. The price reported in this line item is a weighted average price. These shares were sold as part of pooled trades for multiple security holders of the Issuer at prices ranging from $18.38 to $19.3725, 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 pooled trades.
3. F3. Following the sales reported in this Form 4, Mr. Goel holds 2,372,118 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.
4. F4. The price reported in this line item is a weighted average price. These shares were sold as part of pooled trades for multiple security holders of the Issuer at prices ranging from $19.42 to $19.44, 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 pooled trades.
5. F5. 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.
6. F6. The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
7. F7. RSUs do not expire; they either vest or are canceled prior to the vesting date.
8. F8. The RSUs vested as to 1/16th of the total award on April 1, 2024, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
9. F9. The RSUs vested as to 1/16th of the total award on April 1, 2025, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
10. F10. The RSUs vested as to 1/16th of the total award on April 1, 2026, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Key Figures

Class A shares acquired on RSU settlement: 97,657 shares Shares sold: 50,233 shares Shares in first sale: 45,758 shares +4 more

7 metrics

Class A shares acquired on RSU settlement 97,657 shares October 1, 2026

Shares sold 50,233 shares Two pooled transactions on October 2, 2026 to cover tax withholding obligations

Shares in first sale 45,758 shares October 2, 2026

Weighted average price in first sale $18.9289 per share October 2, 2026; pooled-trade prices ranged from $18.38 to $19.3725

Shares in second sale 4,475 shares October 2, 2026

Weighted average price in second sale $19.4304 per share October 2, 2026; pooled-trade prices ranged from $19.42 to $19.44

Class A and Class B shares held after sales 2,372,118 shares Excludes vested but unexercised options, unvested options, and unvested restricted stock units

Key Terms

sell to cover, weighted average price, restricted stock units, pooled trades

4 terms

sell to cover financial

"funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported in this line item is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock units financial

"vesting and settlement of restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

pooled trades financial

"These shares were sold as part of pooled trades"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PUBM shares did Rajeev K. Goel sell, and at what prices?

Goel sold 50,233 shares on October 2, 2026: 45,758 at a weighted average price of $18.9289 per share and 4,475 at a weighted average price of $19.4304 per share. The pooled-trade ranges were $18.38–$19.3725 and $19.42–$19.44, respectively. No Rule 10b5-1 plan is reported.

What did Rajeev K. Goel's PUBM RSUs provide?

Each RSU represented a right to receive one Class A common share at settlement for no consideration. The 97,657 RSUs reported as settled on October 1, 2026, corresponded to 97,657 Class A shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 05:49 PM Accepted by SEC EDGAR 10/05/2026 - 05:49 PM Learn about SEC filing dates

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 CALIFORNIA 94063

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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

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

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

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	10/01/2026		M		97,657	A	$0	97,657	D
Class A Common Stock	10/02/2026		S(1)		45,758	D	$18.9289(2)	51,899	D
Class A Common Stock(3)	10/02/2026		S(1)		4,475	D	$19.4304(4)	47,424	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(5)	10/01/2026		M			23,043	(6)	(7)	Class A Common Stock	23,043	$0	23,042	D
Restricted Stock Unit	$0(5)	10/01/2026		M			14,411	(8)	(7)	Class A Common Stock	14,411	$0	72,052	D
Restricted Stock Unit	$0(5)	10/01/2026		M			16,827	(9)	(7)	Class A Common Stock	16,827	$0	151,442	D
Restricted Stock Unit	$0(5)	10/01/2026		M			43,376	(10)	(7)	Class A Common Stock	43,376	$0	563,889	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 pooled trades for multiple security holders of the Issuer at prices ranging from $18.38 to $19.3725, 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 pooled trades.

3. Following the sales reported in this Form 4, Mr. Goel holds 2,372,118 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.

4. The price reported in this line item is a weighted average price. These shares were sold as part of pooled trades for multiple security holders of the Issuer at prices ranging from $19.42 to $19.44, 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 pooled trades.

5. 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.

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

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

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

9. The RSUs vested as to 1/16th of the total award on April 1, 2025, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

10. The RSUs vested as to 1/16th of the total award on April 1, 2026, and 1/16th of the total award 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	10/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)