PubMatic (NASDAQ: PUBM) CFO covers RSU tax bill by selling shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
PubMatic, Inc. Chief Financial Officer Steven Pantelick reported routine equity compensation activity involving restricted stock units (RSUs) and related tax sales. On April 1, 2026, multiple RSU awards vested, and he acquired 45,663 shares of Class A Common Stock at no cost through RSU settlement and derivative exercises.
On April 2, 2026, he sold 16,747 shares of Class A Common Stock at a weighted average price of $8.1733 per share. Footnotes explain these shares were sold solely to cover tax withholding obligations via a “sell to cover” transaction rather than a discretionary open-market sale. After these transactions, he directly holds 57,601 shares of Class A Common Stock and continues to hold a substantial RSU balance, which vests quarterly so long as he remains in service.
Positive
- None.
Negative
- None.
Insights
CFO’s Form 4 shows RSU vesting with tax-driven share sales, a routine, low-signal event.
The filing shows Steven Pantelick, PubMatic’s CFO, receiving shares as RSUs vested and converting into Class A Common Stock. He acquired 45,663 shares through RSU settlement and related derivative exercises at a conversion price of $0.00 per share.
The subsequent sale of 16,747 shares at a weighted average of $8.1733 per share is explicitly described as a “sell to cover” for tax withholding obligations, not a discretionary portfolio move. That makes the sale a weak informational signal about his view of PUBM.
Following the transactions, he holds 57,601 shares directly and a large RSU balance of 296,341 units that vest quarterly beginning on various dates through April 1, 2026, conditioned on continued service. This pattern aligns with ongoing compensation rather than a change in commitment.
Insider Trade Summary
Net Seller: 16,747 shares ($136,878)
Net Sell
6 txns
Insider
Pantelick Steven
Role
CHIEF FINANCIAL OFFICER
Sold
16,747 shs ($137K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 16,747 | $8.1733 | $137K |
| Exercise | Restricted Stock Unit | 9,546 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 8,955 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 7,406 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 5,056 | $0.00 | -- |
| Exercise | Class A Common Stock | 45,663 | $0.00 | -- |
Holdings After Transaction:
Class A Common Stock — 57,601 shares (Direct);
Restricted Stock Unit — 28,639 shares (Direct)
Footnotes (1)
- 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 $7.98 to $8.27, 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.
Key Figures
Shares sold: 16,747 shares
Weighted average sale price: $8.1733 per share
Shares acquired via RSU settlement: 45,663 shares
+3 more
6 metrics
Shares sold
16,747 shares
Class A Common Stock sold on April 2, 2026
Weighted average sale price
$8.1733 per share
Tax-related sale to cover RSU withholding
Shares acquired via RSU settlement
45,663 shares
Class A Common Stock from RSU and derivative exercises
Direct holdings after transactions
57,601 shares
Class A Common Stock held directly post-sale
Derivative exercises
30,963 shares
ExerciseShares total from RSU-related derivative transactions
RSU balance
296,341 RSUs
Total RSUs following one derivative line item
Key Terms
restricted stock units ("RSUs"), sell to cover, weighted average price, block trades, +2 more
6 terms
restricted stock units ("RSUs") financial
"The sales reported in this line item represent shares sold ... in connection with the vesting and settlement of restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
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.
weighted average price financial
"The price reported in this line item is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
block trades financial
"These shares were sold as part of block trades for multiple security holders of the Issuer..."
A block trade is a single, large buy or sell of shares or bonds arranged privately between big traders rather than piecemeal on the public market. Think of it like buying a whole shipment at once instead of many small shopping trips; it lets large holders move big positions with less immediate disruption but can signal strong buying or selling pressure and cause price swings once the trade is known, so investors watch block trades for clues about market sentiment and liquidity.
vest quarterly financial
"1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service..."
tax withholding obligations financial
"The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction."
FAQ
What insider transactions did PubMatic (PUBM) CFO Steven Pantelick report?
He reported RSU vesting that delivered new Class A shares, plus a sale. The CFO acquired 45,663 shares via RSU settlement and then sold 16,747 shares, primarily to cover tax withholding obligations tied to those vesting awards.
What are the key terms of PubMatic (PUBM) CFO’s RSU awards?
Each RSU converts into one Class A share for no cash consideration at settlement. Several awards vest 1/16 on specific April 1 start dates, then 1/16 quarterly thereafter, contingent on the CFO’s continued service with PubMatic at each vesting date.
Do PubMatic (PUBM) RSUs held by the CFO expire if they do not vest?
The filing explains that RSUs do not have traditional expiration dates. Instead, they either vest according to the quarterly vesting schedule, so long as service conditions are met, or are canceled before vesting if those conditions are not satisfied.