PubMatic (PUBM) grants RSUs and stock options to General Counsel

Rhea-AI Filing Summary

PubMatic, Inc. reported that its General Counsel & Secretary, Andrew Woods, received equity awards consisting of 69,231 restricted stock units and a stock option for 207,692 shares of Class A common stock. These awards were granted for no cash consideration as part of his compensation.

The RSUs represent the right to receive one share of Class A common stock per unit upon vesting. They vest in 16 equal quarterly installments beginning on April 1, 2026, as long as Woods continues providing service on each vesting date. The RSUs do not expire; they either vest or are canceled.

The stock option covers 207,692 shares and also was granted at no stated exercise price in this report excerpt. It vests over four years, with 1/48 of the total shares vesting on February 1, 2026 and 1/48 vesting monthly thereafter, subject to continued service. Following these grants, Woods’ reported direct holdings reflect the awarded RSUs and options.

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)
02/17/2026

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

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 Units	(1)	02/17/2026		A		69,231		(2)	(3)	Class A Common Stock	69,231	$0	69,231	D
Stock Option (Right to buy Class A Common Stock)	$6.29	02/17/2026		A		207,692		(4)	02/16/2036	Class A Common Stock	207,692	$0	207,692	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.

2. The RSUs vest as to 1/16 of the total shares quarterly beginning on April 1, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

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

4. The option vests as to 1/48 of the total shares on February 1, 2026, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

	/s/ Andrew Woods, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did PubMatic (PUBM) grant to Andrew Woods?

PubMatic granted Andrew Woods 69,231 restricted stock units and a stock option for 207,692 shares of Class A common stock. Both awards were granted for no cash consideration as part of his compensation package and are subject to multi-year vesting schedules tied to continued service.

How do the new RSUs for PubMatic (PUBM) General Counsel vest?

The 69,231 restricted stock units vest in 16 equal quarterly installments starting April 1, 2026. Vesting occurs only if Andrew Woods continues providing service to PubMatic on each vesting date. The RSUs do not expire; they either vest on schedule or are canceled beforehand.

What is the vesting schedule of Andrew Woods’ stock option at PubMatic (PUBM)?

The 207,692-share stock option vests over four years. One forty-eighth of the option vests on February 1, 2026, with an additional one forty-eighth vesting monthly thereafter. Continued service with PubMatic on each vesting date is required for the option shares to vest.

Does Andrew Woods pay cash for his new PubMatic (PUBM) RSUs and options?

According to the filing, the RSUs and stock option were granted for no cash consideration at grant. Each RSU represents the right to receive one share upon vesting. The excerpt lists a zero price per derivative security for these awards as reported in the transaction details.

What does each PubMatic (PUBM) RSU granted to Andrew Woods represent?

Each restricted stock unit represents a right to receive one share of PubMatic’s Class A common stock when it vests. No cash payment is required at vesting. The RSUs either vest on the specified quarterly dates or are canceled before vesting if service conditions are not met.

Are the new PubMatic (PUBM) RSUs and options time-based or performance-based?

The awards described use time-based vesting tied to continued service. RSUs vest quarterly starting April 1, 2026, while the stock option vests monthly after an initial February 1, 2026 tranche. The excerpt references only service-based conditions, not additional performance targets.