138,462 RSUs awarded to PubMatic (PUBM) chair Amar Goel

Rhea-AI Filing Summary

Goel Amar K. reported acquisition or exercise transactions in this Form 4 filing.

PubMatic, Inc. director and officer Amar K. Goel reported receiving a grant of 138,462 restricted stock units (RSUs). Each RSU represents one share of Class A Common Stock upon vesting for no cash payment.

The RSUs vest in equal installments of 1/16 of the total shares each quarter, beginning on April 1, 2026, as long as Goel continues providing services on each vesting date. The award will either fully vest over time or be canceled before vesting; RSUs do not have an expiration date.

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

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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^*

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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 Units	(1)	02/17/2026		A		138,462		(2)	(3)	Class A Common Stock	138,462	$0	138,462	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.

2. The RSUs vest as to 1/16 of the total shares quarterly beginning on April 1, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

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

	/s/ Andrew Woods, Attorney-in-Fact	02/19/2026
	** 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.

FAQ

What insider transaction did PubMatic (PUBM) report for Amar K. Goel?

PubMatic reported that Amar K. Goel received a grant of 138,462 restricted stock units. Each RSU can convert into one share of Class A Common Stock upon vesting, effectively increasing his equity-based compensation tied to future service.

How many RSUs were granted to PubMatic (PUBM) insider Amar K. Goel?

Amar K. Goel was granted 138,462 restricted stock units. These RSUs represent potential future shares of Class A Common Stock, subject to vesting conditions tied to continued service with PubMatic over a defined multi-year schedule.

What is the vesting schedule for Amar K. Goel’s RSUs at PubMatic (PUBM)?

The RSUs vest in 1/16 increments of the total award each quarter starting April 1, 2026. Vesting on each date depends on Goel continuing to provide services to PubMatic, spreading the potential share delivery over several years.

Do the PubMatic (PUBM) RSUs granted to Amar K. Goel require a purchase price?

No, each restricted stock unit entitles Goel to receive one share of Class A Common Stock for no consideration. This means he does not pay a purchase price when vested RSUs convert into shares, making it a pure equity-based compensation grant.

Do Amar K. Goel’s RSUs at PubMatic (PUBM) have an expiration date?

The RSUs do not have a traditional expiration date. Instead, they either vest according to the quarterly schedule starting April 1, 2026, or are canceled before vesting. Unvested RSUs can therefore lapse if vesting conditions are not satisfied.

What type of security was involved in Amar K. Goel’s PubMatic (PUBM) Form 4 filing?

The filing involved restricted stock units, a form of equity compensation. Each RSU represents a conditional right to receive one share of PubMatic Class A Common Stock upon meeting vesting requirements, rather than an immediate purchase or sale of stock.