[Form 4] PubMatic, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rajeev K. Goel, PubMatic, Inc. director, CEO and >10% owner, reported insider transactions on 08/18/2025. He exercised 44,000 options with a $1.11 exercise price and acquired the underlying shares, and 44,000 Class A shares were sold pursuant to a Rule 10b5-1 trading plan at a weighted average sale price of $8.4183 per share (range $8.31–$8.515). The sold shares were transferred to and sold by The Goel Family Trust. After the transactions, Mr. Goel beneficially holds 2,362,194 shares of Class A and Class B common stock, excluding unvested or unexercised option awards. Several additional share blocks are held indirectly in trusts for family members, and the exercised options are fully vested and expire on 07/07/2026.

Positive

• Use of a Rule 10b5-1 trading plan indicates pre-arranged compliance with insider trading rules
• Options exercised were fully vested, showing no acceleration or special vesting disclosed
• Detailed disclosure of sale price range ($8.31–$8.515) and weighted average ($8.4183) enhances transparency

Negative

• Sale of 44,000 shares reduced direct holdings, though total beneficial ownership remains 2,362,194 shares
• Materiality to investors unclear from a single insider sale; no further context on timing or intent beyond the 10b5-1 plan

Insights

Securities Analyst

TL;DR: Insider exercised vested options and sold 44,000 shares under a 10b5-1 plan; holdings remain material at 2.36M shares.

The reported transactions show a routine exercise of fully vested options at $1.11 and an offsetting sale of the same number of shares under an established Rule 10b5-1 plan adopted March 2, 2025. The sale price range ($8.31–$8.515; weighted average $8.4183) is disclosed and the shares were sold by The Goel Family Trust. Post-transaction holdings of 2,362,194 shares remain significant. The filing discloses customary indirect holdings in various family trusts and custodial arrangements; no additional compensatory or corporate events are reported.

Corporate Governance Expert

TL;DR: Transactions appear procedurally compliant and executed under a pre-established trading plan.

The form indicates use of an affirmative defense under Rule 10b5-1 and documents indirect ownership structures and disclaimers for trust-held shares. The exercise of options that are fully vested and the contemporaneous sale via a family trust are described with explicit price ranges and transfer mechanics. The filing includes appropriate footnotes on conversion mechanics between Class B and Class A shares and the expiration date of the option award, supporting transparency in reporting.

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 Rajeev 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		C		44,000	A	(1)	44,000	D
Class A Common Stock(2)	08/18/2025		S(3)		44,000(4)	D	$8.4183(5)	0	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
Stock Option (Right to buy Class B Common Stock)	$1.11	08/18/2025		M			44,000	(6)	07/07/2026	Class B Common Stock	44,000	$0	214,617	D
Class B Common Stock	(1)	08/18/2025		M		44,000		(1)	(1)	Class A Common Stock	44,000	$1.11	254,984	D
Class B Common Stock	(1)	08/18/2025		C			44,000	(1)	(1)	Class A Common Stock	44,000	$0	210,984	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	581,260		581,260	I	See footnote(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	400,000		400,000	I	See footnote(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	68,616		68,616	I	See footnote(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	308,775		308,775	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	308,775		308,775	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	483,784		483,784	I	See 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 $8.31 and the highest price at which shares were sold was $8.515. 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-Fact	08/19/2025
	** 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).
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.

FAQ

What transactions did PubMatic (PUBM) insider Rajeev Goel report on 08/18/2025?

He exercised 44,000 vested options at a $1.11 exercise price and 44,000 Class A shares were sold under a Rule 10b5-1 plan at a weighted average price of $8.4183.

How many PubMatic shares does Rajeev Goel beneficially own after the reported transactions?

Following the reported transactions, Mr. Goel beneficially holds 2,362,194 shares of Class A and Class B common stock, excluding unvested options and RSUs.

Were the option awards exercised by Rajeev Goel vested and when do they expire?

Yes, the options exercised were fully vested and the referenced option award expires on 07/07/2026.

Were the sales part of a pre-established trading plan for PubMatic insider activity?

Yes, the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Goel on March 2, 2025.

What was the price range for the shares sold by the Goel Family Trust?

The lowest sale price was $8.31 and the highest was $8.515; the weighted average sale price reported was $8.4183.