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PubMatic (NASDAQ: PUBM) 10b5-1 trust sale of 44K shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PubMatic, Inc. chief executive officer Rajeev K. Goel reported an option exercise, share conversion, and a pre-planned sale involving PubMatic stock. He exercised stock options to acquire 44,000 shares of Class B common stock at $1.11 per share, which were converted into 44,000 shares of Class A common stock and then sold at a weighted average price of $9.776 per share under a Rule 10b5-1 trading plan.

Footnotes state these securities were transferred to and sold by The Goel Family Trust, a trust associated with Goel. After these transactions, he is reported as holding a total of 2,362,194 shares of Class A and Class B common stock through a mix of direct holdings, family trusts, and custodial accounts, and his related option award remains fully vested with an expiration date in July 2026.

Positive

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Negative

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Insider Goel Rajeev K.
Role CHIEF EXECUTIVE OFFICER
Sold 44,000 shs ($430K)
Type Security Shares Price Value
Exercise Stock Option (Right to buy Class B Common Stock) 44,000 $0.00 --
Exercise Class B Common Stock 44,000 $1.11 $49K
Conversion Class B Common Stock 44,000 $0.00 --
Conversion Class A Common Stock 44,000 $0.00 --
Sale Class A Common Stock 44,000 $9.776 $430K
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) — 51,996 shares (Direct, null); Class B Common Stock — 254,984 shares (Direct, null); Class A Common Stock — 65,206 shares (Direct, null); Class B Common Stock — 581,260 shares (Indirect, See footnote)
Footnotes (1)
  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 2,362,194 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 July 7, 2026. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2025. 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 $9.535 and the highest price at which shares were sold was $9.885. 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 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 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 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 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.
Shares sold 44,000 shares Class A common stock sold in open-market transaction on April 27, 2026
Average sale price $9.776 per share Weighted average for 44,000 Class A shares sold; range $9.535–$9.885
Option exercise price $1.11 per share Stock option to buy Class B common stock exercised for 44,000 shares
Post-transaction direct Class A holdings 21,206 shares Class A common stock held directly after reported sale and conversion
Total combined holdings 2,362,194 shares Class A and Class B common stock held through various accounts as of filing
Remaining options 51,996 options Stock options to buy Class B common stock at $1.11, expiring July 7, 2026
Rule 10b5-1 trading plan financial
"The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan"
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.
Class B common stock financial
"Each share of Class B common stock held by the Issuer's executive officers"
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.
weighted average sale price financial
"Represents the weighted average sale price. The lowest price at which shares were sold"
California Uniform Transfers to Minors Act financial
"These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act."
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"
SEC Form 4
FORM 4UNITED 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 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/27/2026C44,000A(1)65,206D
Class A Common Stock(2)04/27/2026S(3)44,000(4)D$9.776(5)21,206D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to buy Class B Common Stock)$1.1104/27/2026M44,000 (6)07/07/2026Class B Common Stock44,000$051,996D
Class B Common Stock(1)04/27/2026M44,000 (1) (1)Class B Common Stock44,000$1.11254,984D
Class B Common Stock(1)04/27/2026C44,000 (1) (1)Class A Common Stock44,000$0210,984D
Class B Common Stock(1) (1) (1)Class A Common Stock581,260581,260ISee footnote(7)
Class B Common Stock(1) (1) (1)Class A Common Stock400,000400,000ISee footnote(8)
Class B Common Stock(1) (1) (1)Class A Common Stock68,61668,616ISee footnote(9)
Class B Common Stock(1) (1) (1)Class A Common Stock308,775308,775ISee footnote(10)
Class B Common Stock(1) (1) (1)Class A Common Stock308,775308,775ISee footnote(10)
Class B Common Stock(1) (1) (1)Class A Common Stock483,784483,784ISee footnote(11)
Explanation of Responses:
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.
2. Following the sales reported in this line item, Mr. Goel holds 2,362,194 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 July 7, 2026.
3. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2025.
4. 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.
5. Represents the weighted average sale price. The lowest price at which shares were sold was $9.535 and the highest price at which shares were sold was $9.885. 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.
6. The options are fully vested.
7. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
8. 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.
9. 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.
10. 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.
11. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
/s/ Andrew Woods, Attorney-in-Fact04/29/2026
** Signature of Reporting PersonDate
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)

FAQ

What PubMatic (PUBM) insider transaction did CEO Rajeev Goel report?

Rajeev Goel reported an option exercise, share conversion, and sale. He exercised options for 44,000 Class B shares, converted them into 44,000 Class A shares, and sold those Class A shares in a pre-planned transaction disclosed in the filing.

How many PubMatic (PUBM) shares were sold and at what price?

44,000 Class A shares were sold at a weighted average price of $9.776. The filing notes a sale price range between $9.535 and $9.885, and offers to provide full trade breakdowns upon request to regulators, the company, or stockholders.

Were PubMatic (PUBM) CEO Rajeev Goel’s share sales under a Rule 10b5-1 plan?

Yes. The sale was executed under a Rule 10b5-1 trading plan. A footnote explains the sales followed a pre-arranged plan adopted on March 2, 2025, indicating the trades were scheduled in advance rather than timed discretionarily.

Who actually sold the PubMatic (PUBM) shares reported in this Form 4?

The sale was made by The Goel Family Trust. The filing explains the securities were transferred by Rajeev Goel to The Goel Family Trust, of which he and his spouse are beneficiaries, and the trust sold the shares reported in the transaction.

How many PubMatic (PUBM) shares does Rajeev Goel hold after these transactions?

He is reported as holding 2,362,194 Class A and Class B shares. This total, as of the filing date, excludes vested but unexercised options and unvested equity awards and includes shares held directly and through various family and gift trusts.