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PubMatic, Inc. (PUBM) CEO logs option exercises and 13,022-share sale

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PubMatic, Inc. CEO Rajeev K. Goel reported option‑related trades in July 2026. On July 15 and 16 he exercised stock options to acquire 4,060 and 8,962 shares of Class B Common Stock at an exercise price of $3.8900 per share, with related conversions between Class B and Class A. During the same period, entities including The Goel Family Trust sold an aggregate 13,022 Class A shares at weighted‑average prices of $13.9034 and $13.9428 per share, within disclosed ranges of $13.90–$13.95 and $13.90–$14.04, under a Rule 10b5‑1 trading plan adopted March 5, 2026. A footnote notes total holdings of 2,409,495 Class A and Class B shares, excluding options and restricted stock units, plus additional indirect positions in family trusts and custodial accounts.

Positive

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Insider Goel Rajeev K.
Role CHIEF EXECUTIVE OFFICER
Sold 13,022 shs ($181K)
Type Security Shares Price Value
Exercise Stock Option (Right to buy Class B Common Stock) 8,962 $0.00 --
Exercise Class B Common Stock 8,962 $3.89 $35K
Conversion Class B Common Stock 8,962 $0.00 --
Conversion Class A Common Stock 8,962 -- --
Sale Class A Common Stock 8,962 $13.9428 $125K
Exercise Stock Option (Right to buy Class B Common Stock) 4,060 $0.00 --
Exercise Class B Common Stock 4,060 $3.89 $16K
Conversion Class B Common Stock 4,060 $0.00 --
Conversion Class A Common Stock 4,060 -- --
Sale Class A Common Stock 4,060 $13.9034 $56K
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) — 311,302 shares (Direct); Class B Common Stock — 219,946 shares (Direct); Class A Common Stock — 56,263 shares (Direct); 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 2,409,495 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 March 13, 2028. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 5, 2026. 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 $13.90 and the highest price at which shares were sold was $13.95. 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. Represents the weighted average sale price. The lowest price at which shares were sold was $13.90 and the highest price at which shares were sold was $14.04. 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.
Class A shares sold 13,022 shares Aggregate Class A Common Stock sales by The Goel Family Trust on July 15–16, 2026
Sale price July 15, 2026 $13.9034 per share Weighted average price for sale of 4,060 Class A shares on July 15, 2026
Sale price range July 15, 2026 $13.90–$13.95 per share Lowest and highest prices for July 15, 2026 Class A sales
Sale price July 16, 2026 $13.9428 per share Weighted average price for sale of 8,962 Class A shares on July 16, 2026
Sale price range July 16, 2026 $13.90–$14.04 per share Lowest and highest prices for July 16, 2026 Class A sales
Option exercise price $3.8900 per share Exercise price for stock options to buy Class B Common Stock exercised July 15–16, 2026
Derivative transaction shares 39,066 shares Total shares involved in six derivative exercise/conversion transactions reported
Total shares held 2,409,495 shares Combined Class A and Class B holdings noted in footnote F2, excluding options and RSUs
Rule 10b5-1 trading plan regulatory
"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.
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 regulatory
"held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act"
beneficial ownership regulatory
"The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest regulatory
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"

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FAQ

What insider transactions did PubMatic (PUBM) CEO Rajeev K. Goel report in July 2026?

PubMatic (PUBM) CEO Rajeev K. Goel reported July 15–16, 2026 trades involving stock option exercises and related conversions covering 4,060 and 8,962 shares. In the same period, The Goel Family Trust sold a total of 13,022 Class A shares at weighted‑average prices around $13.90–$14.04.

At what prices were PubMatic (PUBM) Class A shares sold in these insider transactions?

Entities including The Goel Family Trust sold PubMatic (PUBM) Class A shares at weighted‑average prices of $13.9034 on July 15, 2026 and $13.9428 on July 16, 2026. Footnotes disclose price ranges of $13.90–$13.95 and $13.90–$14.04 per share for the respective sale dates.

How many PubMatic (PUBM) shares does Rajeev Goel hold according to this Form 4 filing?

A footnote states that Mr. Goel holds 2,409,495 shares of PubMatic (PUBM) Class A and Class B common stock in total, excluding vested but unexercised options, unvested options and unvested restricted stock units. Additional shares are held indirectly through various family trusts and custodial accounts.

Were the PubMatic (PUBM) insider sales made under a Rule 10b5-1 trading plan?

Yes. A footnote specifies that the PubMatic (PUBM) sales were effected pursuant to a Rule 10b5‑1 trading plan adopted by the reporting person on March 5, 2026. The Form 4 also checks the Rule 10b5‑1 box, indicating the transactions were executed under such a pre‑arranged plan.

What stock options did the PubMatic (PUBM) CEO exercise, and what is the exercise price?

The PubMatic (PUBM) CEO exercised stock options to buy Class B Common Stock covering 4,060 shares on July 15, 2026 and 8,962 shares on July 16, 2026. The options carry an exercise price of $3.8900 per share, and a footnote states that the options are fully vested.

How are Rajeev Goel’s PubMatic (PUBM) holdings structured across various trusts and accounts?

PubMatic (PUBM) shares are held directly and indirectly through several vehicles: The Goel Family Trust, The Goel Heritage Trust, The Goel Family Gift Trust, a trust for a child, and custodial accounts under the California Uniform Transfers to Minors Act. Some trusts include disclaimers of beneficial ownership.
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)
07/15/2026
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 Stock07/15/2026C4,060A(1)51,361D
Class A Common Stock(2)07/15/2026S(3)4,060(4)D$13.9034(5)47,301D
Class A Common Stock07/16/2026C8,962A(1)56,263D
Class A Common Stock07/16/2026S(3)8,962(4)D$13.9428(6)47,301D
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)$3.8907/15/2026M4,060 (7)03/13/2028Class A Common Stock4,060$0320,264D
Class B Common Stock(1)07/15/2026M4,060 (1) (1)Class A Common Stock4,060$3.89215,044D
Class B Common Stock(1)07/15/2026C4,060 (1) (1)Class A Common Stock4,060$0210,984D
Stock Option (Right to buy Class B Common Stock)$3.8907/16/2026M8,962 (7)03/13/2028Class B Common Stock8,962$0311,302D
Class B Common Stock(1)07/16/2026M8,962 (1) (1)Class A Common Stock8,962$3.89219,946D
Class B Common Stock(1)07/16/2026C8,962 (1) (1)Class A Common Stock8,962$0210,984D
Class B Common Stock(1) (1) (1)Class A Common Stock581,260581,260ISee footnote(8)
Class B Common Stock(1) (1) (1)Class A Common Stock400,000400,000ISee footnote(9)
Class B Common Stock(1) (1) (1)Class A Common Stock68,61668,616ISee footnote(10)
Class B Common Stock(1) (1) (1)Class A Common Stock308,775308,775ISee footnote(11)
Class B Common Stock(1) (1) (1)Class A Common Stock308,775308,775ISee footnote(11)
Class B Common Stock(1) (1) (1)Class A Common Stock483,784483,784ISee footnote(12)
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 2,409,495 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 March 13, 2028.
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 5, 2026.
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 $13.90 and the highest price at which shares were sold was $13.95. 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. Represents the weighted average sale price. The lowest price at which shares were sold was $13.90 and the highest price at which shares were sold was $14.04. 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.
7. The options are fully vested.
8. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
9. 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.
10. 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.
11. 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.
12. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
/s/ Andrew Woods, Attorney-in-Fact07/17/2026
** 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)