PubMatic (PUBM) CEO Goel sells 76K shares after exercising 174K awards
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
PubMatic, Inc. chief executive Rajeev K. Goel reported a mix of derivative exercises and share sales in PubMatic stock. He exercised or converted derivative awards into 174,683 shares of Class A Common Stock and sold 76,030 shares in open-market transactions at prices around the mid‑$13 range.
Footnotes state that some sales were executed under a pre-arranged Rule 10b5-1 trading plan and that a portion of shares was sold to cover tax withholding tied to restricted stock unit vesting. Certain transactions were effected by The Goel Family Trust and related family trusts, with Goel disclaiming beneficial ownership beyond his pecuniary interest in some of those entities.
After these transactions, Goel is reported as holding 2,409,495 shares of PubMatic Class A and Class B common stock combined, not including options or unvested restricted stock units, indicating he continues to maintain a substantial overall position.
Positive
- None.
Negative
- None.
Insights
CEO exercised equity awards and sold a modest number of shares, largely routine.
PubMatic CEO Rajeev Goel exercised or converted derivative awards into 174,683 Class A shares while selling 76,030 shares at prices in the mid‑$13 range. The filing also notes ongoing indirect interests through several family trusts.
Footnotes explain that some sales occurred under a pre-arranged Rule 10b5-1 trading plan dated March 5, 2026 and that part of the activity was a "sell to cover" for RSU-related tax obligations. These features typically signal planned, compensation-driven transactions rather than discretionary market timing.
Even after these trades, Goel is reported as holding 2,409,495 Class A and Class B shares in total, excluding options and unvested RSUs. That remaining stake suggests the net sale represents only a fraction of his overall exposure, making this a routine liquidity and tax-management event from an investment-signal standpoint.
Insider Trade Summary 10b5-1
Net Seller: 76,030 shares ($1,044,397)
Net Sell
22 txns
Insider
Goel Rajeev K.
Role
CHIEF EXECUTIVE OFFICER
Sold
76,030 shs ($1.04M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to buy Class B Common Stock) | 8,500 | $0.00 | -- |
| Exercise | Class B Common Stock | 8,500 | $3.89 | $33K |
| Conversion | Class B Common Stock | 8,500 | $0.00 | -- |
| Sale | Class A Common Stock | 50,354 | $13.6485 | $687K |
| Conversion | Class A Common Stock | 8,500 | $0.00 | -- |
| Sale | Class A Common Stock | 8,500 | $13.90 | $118K |
| Exercise | Restricted Stock Unit | 23,042 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 14,410 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 16,827 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 43,376 | $0.00 | -- |
| Exercise | Stock Option (Right to Buy Class B Common Stock) | 17,176 | $0.00 | -- |
| Exercise | Class B Common Stock | 17,176 | $3.89 | $67K |
| Conversion | Class B Common Stock | 17,176 | $0.00 | -- |
| Conversion | Class A Common Stock | 17,176 | $0.00 | -- |
| Sale | Class A Common Stock | 17,176 | $13.9142 | $239K |
| Exercise | Class A Common Stock | 97,655 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to buy Class B Common Stock) — 324,324 shares (Direct, null);
Class B Common Stock — 219,484 shares (Direct, null);
Class A Common Stock — 47,301 shares (Direct, null);
Restricted Stock Unit — 46,085 shares (Direct, null);
Stock Option (Right to Buy Class B Common Stock) — 332,824 shares (Direct, null);
Class B Common Stock — 581,260 shares (Indirect, See footnote)
Footnotes (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. Following the sales reported in this line item, Mr. Goel holds 2,409,495 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 May 1, 2027. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 5, 2026. 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. Represents the weighted average sale price. The lowest price at which shares were sold was $13.90 and the highest price at which shares were sold was $13.97. 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. 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. 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 $13.50 to $13.89, 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 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. 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, 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. 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. 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. The options are fully vested. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act. 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. 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. 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. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
Key Figures
Shares sold: 76,030 shares
Derivative shares exercised: 174,683 shares
CEO total holdings: 2,409,495 shares
+3 more
6 metrics
Shares sold
76,030 shares
Total Class A shares sold across reported transactions
Derivative shares exercised
174,683 shares
Exercise or conversion of derivative securities into Class A stock
CEO total holdings
2,409,495 shares
Combined Class A and Class B shares after sales, excluding options/RSUs
Sale price example
$13.90 per share
One line item sale price for Class A Common Stock
Additional sale price
$13.6485 per share
Weighted-average price for another Class A sale block
RSU conversion ratio
1 share per RSU
Each RSU converts into one Class A share at settlement
Key Terms
Rule 10b5-1 trading plan, sell to cover, Restricted Stock Unit, Class B common stock, +2 more
6 terms
Rule 10b5-1 trading plan regulatory
"The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 5, 2026."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
sell to cover financial
"The sales were to satisfy tax withholding obligations to be 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.
Restricted Stock Unit financial
"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."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Class B common stock financial
"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."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
pecuniary interest financial
"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"
California Uniform Transfers to Minors Act regulatory
"These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act."
FAQ
What did PubMatic (PUBM) CEO Rajeev Goel do in this Form 4 filing?
Rajeev Goel exercised or converted equity awards into 174,683 Class A shares and sold 76,030 shares around the mid-$13 range. The activity reflects both compensation-related exercises and open-market sales, including transactions via family trusts.
Were PubMatic (PUBM) CEO Rajeev Goel’s stock sales pre-planned?
Yes, a footnote states that certain sales were executed under a Rule 10b5-1 trading plan adopted on March 5, 2026. Such plans are established in advance and typically indicate scheduled, rather than opportunistic, trading by insiders.
What role do family trusts play in this PubMatic (PUBM) Form 4?
Several footnotes note that securities are held by The Goel Family Trust and other family-related trusts. Some shares sold were held and sold by The Goel Family Trust, and Goel disclaims beneficial ownership of certain trust-held securities beyond any pecuniary interest.