PubMatic (PUBM) director Nikhil Mehta exercises 8,447 RSUs and receives 15,811-unit RSU grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PubMatic, Inc. director Nikhil Ramesh Mehta reported equity compensation and a routine equity settlement. On May 31, 2025, he exercised 8,447 Restricted Stock Units (RSUs), receiving 8,447 shares of Class A Common Stock at a stated price of $0.00 per share, bringing his direct Class A Common Stock holdings to 18,022 shares after the transaction.

On May 30, 2025, he was granted 15,811 RSUs, each representing a contingent right to one share of Class A Common Stock upon settlement. These RSUs vest in full upon the earliest of several events, including the first anniversary of the grant date, the 2026 annual stockholder meeting, specified life events, or a change in control. For this grant, Mehta elected to defer settlement until the earliest of the third anniversary of the grant date or certain other events, at which time shares will be delivered.

Insider Trade Summary

8,447 shares exercised/converted

Mixed 3 txns

Insider MEHTA NIKHIL RAMESH

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,447	$0.00	--
Exercise	Class A Common Stock	8,447	$0.00	--
Grant/Award	Restricted Stock Units	15,811	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Class A Common Stock — 18,022 shares (Direct)

Footnotes (1)

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Company's annual meeting of stockholders in 2026, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs. RSUs do not expire; they either vest or are cancelled prior to vesting date. The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Company's annual meeting of stockholders in 2026, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) the third anniversary of the grant date, (ii) the Reporting Person's death or disability, (iii) a change in control of the Issuer, and (iv) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

Key Figures

RSUs exercised: 8,447 RSUs Shares received on exercise: 8,447 shares Shares held after exercise: 18,022 shares +2 more

5 metrics

RSUs exercised 8,447 RSUs Exercised into Class A Common Stock on May 31, 2025

Shares received on exercise 8,447 shares Class A Common Stock received at $0.00 per share

Shares held after exercise 18,022 shares Total direct Class A Common Stock holdings following May 31, 2025 transaction

New RSU grant 15,811 RSUs Granted on May 30, 2025 to director Nikhil Mehta

RSU-to-share ratio 1:1 Each RSU represents a contingent right to one Class A share

Key Terms

Restricted Stock Units, change in control, contingent right, settlement of the RSUs, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share..."

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.

change in control financial

"and (d) a change in control of the Issuer."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

contingent right financial

"represents a contingent right to receive one share of the Issuer's Class A Common Stock..."

settlement of the RSUs financial

"Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs."

separation of service financial

"and (iv) the Reporting Person's separation of service from the Issuer."

Form 4 Insider Transactions: What Each Field Means →

04/14/2026 - 05:36 PM

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^*

MEHTA NIKHIL RAMESH

(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	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/31/2025		M		8,447	A	$0	18,022	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/30/2025		A		15,811		⁽²⁾	⁽³⁾	Class A Common Stock	15,811	$0	15,811	D
Restricted Stock Units	⁽¹⁾	05/31/2025		M			8,447	⁽⁴⁾	⁽³⁾	Class A Common Stock	8,447	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

2. The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Company's annual meeting of stockholders in 2026, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

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

4. The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Company's annual meeting of stockholders in 2026, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) the third anniversary of the grant date, (ii) the Reporting Person's death or disability, (iii) a change in control of the Issuer, and (iv) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

	/s/ Andrew Woods, Attorney-in-Fact	04/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did PubMatic (PUBM) director Nikhil Mehta report?

Director Nikhil Mehta reported equity-related acquisitions. He exercised 8,447 RSUs into 8,447 shares of Class A Common Stock and received a new grant of 15,811 RSUs as stock-based compensation, with no open-market buying or selling disclosed.

How many PubMatic (PUBM) shares does Nikhil Mehta hold after these transactions?

After exercising 8,447 RSUs into Class A Common Stock, Nikhil Mehta directly holds 18,022 shares of PubMatic Class A Common Stock. He also holds 15,811 RSUs, each representing a contingent right to receive one share of Class A Common Stock upon future settlement.

What are the key terms of Nikhil Mehta’s 15,811 RSU grant at PubMatic (PUBM)?

The 15,811 RSUs vest in full on the earliest of the first anniversary of the grant date, immediately before the 2026 annual stockholder meeting, Mehta’s death or disability, or a change in control. Each vested RSU settles into one share of Class A Common Stock.

Did Nikhil Mehta defer settlement of any PubMatic (PUBM) RSUs?

For the 15,811 RSUs, Mehta elected to defer settlement until the earliest of the third anniversary of the grant date, his death or disability, a change in control, or his separation of service. Shares of Class A Common Stock will be delivered upon that settlement event.

Were any of Nikhil Mehta’s PubMatic (PUBM) transactions open-market buys or sells?

The reported transactions are an RSU grant and an RSU exercise at a stated price of $0.00 per share. They represent equity compensation and settlement events, not open-market purchases or sales of PubMatic Class A Common Stock.