[Form 4] PubMatic, Inc. Insider Trading Activity

Rhea-AI Filing Summary

PubMatic, Inc. (PUBM) reported insider activity by its Chief Accounting Officer on a Form 4. On 11/15/2025, the officer exercised restricted stock units (RSUs) into 1,395, 772, and 801 shares of Class A common stock at an exercise price of $0. On 11/17/2025, the officer sold 1,073 shares of Class A common stock at a weighted average price of $9.3671 per share, in a block trade with prices ranging from $9.14 to $9.54, solely to cover tax withholding obligations related to the RSU vesting.

Following these transactions, the officer directly held 10,492 shares of PubMatic Class A common stock. The RSUs generally vest in quarterly installments over time, contingent on continued service, and each RSU converts into one share of Class A common stock upon vesting for no cash consideration.

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^*

Gimbel Lisa

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF ACCOUNTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025

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	11/15/2025		M		1,395	A	$0	9,992(1)	D
Class A Common Stock	11/15/2025		M		772	A	$0	10,764	D
Class A Common Stock	11/15/2025		M		801	A	$0	11,565	D
Class A Common Stock	11/17/2025		S(2)		1,073	D	$9.3671(3)	10,492	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
Restricted Stock Units	(4)	11/15/2025		M			1,395	(5)	(6)	Class A Common Stock	1,395	$0	9,765	D
Restricted Stock Units	(4)	11/15/2025		M			772	(7)	(6)	Class A Common Stock	772	$0	6,954	D
Restricted Stock Units	(4)	11/15/2025		M			801	(8)	(6)	Class A Common Stock	801	$0	10,417	D

Explanation of Responses:

1. Includes 1,068 shares of Class A Common Stock acquired by the Reporting Person on May 30, 2025 pursuant to the Issuer's employee stock purchase plan.

2. The sales reported on this line 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer at prices ranging from $9.14 to $9.54, 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 trade.

4. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.

5. The RSUs vest as to 1/4 of the total shares on August 15, 2024, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

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

7. The RSUs vest as to 1/16 of the total shares quarterly beginning on May 15, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

8. The RSUs vest as to 1/16th of the total shares on May 15, 2025, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

	/s/ Andrew Woods, Attorney-in-Fact	11/19/2025
	** 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.
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FAQ

What insider transaction did PubMatic (PUBM) report on this Form 4?

The Chief Accounting Officer of PubMatic (PUBM) reported the vesting and exercise of multiple restricted stock unit (RSU) awards into Class A common stock on 11/15/2025, followed by a sale of shares on 11/17/2025.

How many PubMatic (PUBM) shares did the officer sell and at what price?

On 11/17/2025, the officer sold 1,073 shares of PubMatic Class A common stock at a weighted average price of $9.3671 per share, with trade prices ranging from $9.14 to $9.54.

Why were PubMatic (PUBM) shares sold in this Form 4 filing?

The filing states that the 1,073 shares were sold to cover tax withholding obligations arising from the vesting and settlement of RSUs, using a “sell to cover” transaction.

How many PubMatic (PUBM) shares does the officer own after these transactions?

After the reported transactions, the officer directly held 10,492 shares of PubMatic Class A common stock.

What RSU-related transactions were reported for PubMatic (PUBM)?

On 11/15/2025, RSUs were exercised into 1,395, 772, and 801 shares of PubMatic Class A common stock at an exercise price of $0 per share, reflecting the conversion of RSUs into stock upon vesting.

How do PubMatic (PUBM) restricted stock units work according to this filing?

Each RSU represents a right to receive one share of PubMatic Class A common stock for no cash consideration at vesting. The RSUs vest in specified quarterly installments over time, subject to the officer’s continued service, and they do not expire but either vest or are canceled.

Does the Form 4 mention other recent share acquisitions by the PubMatic (PUBM) officer?

Yes. The explanation notes that the reported holdings include 1,068 shares of Class A common stock acquired on May 30, 2025 under PubMatic’s employee stock purchase plan.