PubMatic Chairman Sells 4,417 Shares to Cover Taxes After RSU Vest

Rhea-AI Filing Summary

PubMatic, Inc. (PUBM) – Form 4 insider transaction

Chairman & Chief Innovation Officer Amar K. Goel reported the automatic conversion (code M) of 12,437 Class A shares on 07/01/2025 following the vesting of several restricted-stock-unit (RSU) grants. To cover the associated tax-withholding obligations, Goel executed a "sell-to-cover" sale of 4,417 shares on 07/02/2025 at a weighted-average price of $12.56 per share (price range: $12.23-$12.71). After these transactions, the insider directly owns 20,516 Class A shares and retains sizable unvested RSU positions (aggregate lines show 5,985; 12,180; 41,687; and 45,433 units outstanding).

The filing reflects routine equity-compensation vesting and tax settlement rather than discretionary open-market selling. No new options or derivative instruments were issued, and the insider remains a significant equity holder.

Positive

• Net share increase: Insider’s direct holdings rose to approximately 20,516 shares despite tax-related sales, maintaining ownership alignment.
• Sizable unvested RSUs signal continued long-term incentive alignment and retention of key executive.

Negative

• Share sale: 4,417 shares sold at $12.56 could be viewed as slight selling pressure, though purpose is tax withholding.

Insights

Corporate Governance Expert

TL;DR: Routine RSU vesting; small tax sale, neutral impact.

The mix of code M (RSU settlement) and code S (sell-to-cover) is typical for equity-compensated executives. Goel’s net share balance rose by roughly 8,000 shares even after the tax sale, preserving alignment with outside shareholders. The transaction represents less than 0.1 % of PubMatic’s diluted share count, so market impact is negligible. Absence of discretionary selling or option exercises above market price suggests no directional signal on valuation. Overall, the filing is administrative and neutral for investors.

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		10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN, CHIEF INNOVATION OFF

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		12,437	A	$0	24,933	D
Class A Common Stock	07/02/2025		S(1)		4,417	D	$12.5633(2)	20,516	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)	07/01/2025		M			2,993	(4)	(5)	Class A Common Stock	2,993	$0	5,985	D
Restricted Stock Unit	$0(3)	07/01/2025		M			2,030	(6)	(5)	Class A Common Stock	2,030	$0	12,180	D
Restricted Stock Unit	$0(3)	07/01/2025		M			4,169	(7)	(5)	Class A Common Stock	4,169	$0	41,687	D
Restricted Stock Unit	$0(3)	07/01/2025		M			3,245	(8)	(5)	Class A Common Stock	3,245	$0	45,433	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 $12.23 to $12.71, 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	07/03/2025
	** 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).
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FAQ

How many PubMatic (PUBM) shares did Amar Goel acquire and at what cost?

He acquired 12,437 Class A shares on 07/01/2025 through RSU vesting at $0 cost (code M).

How many PubMatic shares did the insider sell and why?

Goel sold 4,417 shares on 07/02/2025 at a weighted price of $12.56 to cover tax-withholding obligations for the RSUs.

What is Amar Goel’s current direct ownership in PUBM after the transactions?

Following the reported trades, he directly owns 20,516 Class A shares.

Does the filing indicate any new option or RSU grants?

No. The Form 4 only reflects vesting of previously granted RSUs; no new awards were issued.

Are RSUs still outstanding for the insider?

Yes. Multiple RSU grants remain outstanding, totaling tens of thousands of shares, vesting quarterly through 2025 and beyond.