PubMatic (PUBM) CAO gets 12,714 RSUs and sells 1,277 shares for taxes

Rhea-AI Filing Summary

PubMatic, Inc. chief accounting officer Lisa Gimbel reported multiple equity transactions involving Class A common stock and restricted stock units (RSUs). On February 17, 2026, she received a grant of 12,714 RSUs, each representing one future share for no cash payment. That same day she sold 1,277 shares of Class A common stock at a weighted average price of $6.286 per share, in a block trade at prices ranging from $6.16 to $6.54, to cover tax withholding obligations tied to RSU vesting. On February 15, 2026, several RSU tranches totaling 1,395, 773, and 801 units were exercised into an equal number of Class A shares at no exercise price. Following these transactions, she directly owned 12,775 shares of PubMatic Class A common stock.

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
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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)
02/15/2026

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
Class A Common Stock	02/15/2026		M		1,395	A	$0	12,478(1)	D
Class A Common Stock	02/15/2026		M		773	A	$0	13,251	D
Class A Common Stock	02/15/2026		M		801	A	$0	14,052	D
Class A Common Stock	02/17/2026		S(2)		1,277	D	$6.286(3)	12,775	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)	02/15/2026		M			1,395	(5)	(6)	Class A Common Stock	1,395	$0	8,370	D
Restricted Stock Units	(4)	02/15/2026		M			773	(7)	(6)	Class A Common Stock	773	$0	6,181	D
Restricted Stock Units	(4)	02/15/2026		M			801	(8)	(6)	Class A Common Stock	801	$0	9,616	D
Restricted Stock Units	(4)	02/17/2026		A		12,714		(9)	(6)	Class A Common Stock	12,714	$0	12,714	D

Explanation of Responses:

1. Includes 591 shares of Class A Common Stock acquired by the Reporting Person on November 28, 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 $6.16 to $6.54, 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 1/16 of the total shares quarterly beginning on May 15, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

9. 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.

	/s/ Andrew Woods, Attorney-in-Fact	02/18/2026
	** 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).
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FAQ

What insider transactions did PubMatic (PUBM) report for Lisa Gimbel?

PubMatic reported that chief accounting officer Lisa Gimbel received a grant of 12,714 RSUs, had several RSU tranches convert into Class A shares, and sold 1,277 shares on February 17, 2026 to cover tax withholding obligations.

How many PubMatic (PUBM) shares did Lisa Gimbel sell and at what price?

Lisa Gimbel sold 1,277 shares of PubMatic Class A common stock at a weighted average price of $6.286 per share, with individual sale prices ranging between $6.16 and $6.54, in a block trade for multiple security holders.

Why did PubMatic’s chief accounting officer sell 1,277 shares of PUBM stock?

The 1,277-share sale was executed to cover tax withholding obligations arising from the vesting and settlement of RSUs. The transaction used a “sell to cover” approach, meaning shares were sold specifically to fund required tax withholdings related to the equity award.

What RSU grant did Lisa Gimbel receive from PubMatic (PUBM)?

Lisa Gimbel received a grant of 12,714 restricted stock units, each representing the right to receive one share of PubMatic Class A common stock for no cash consideration at vesting, subject to her continued service through the specified vesting dates described in the award terms.

How many PubMatic (PUBM) shares does Lisa Gimbel hold after these transactions?

After the reported transactions, Lisa Gimbel directly owned 12,775 shares of PubMatic Class A common stock. This figure reflects the RSU conversions into common stock and the 1,277-share sale executed to satisfy tax withholding obligations related to the vesting RSUs.

How do the RSUs reported for PubMatic’s Lisa Gimbel vest over time?

The footnotes state that certain RSU awards vest in quarterly installments, such as 1/4 on a specific initial date with 1/16 vesting quarterly thereafter, or 1/16 vesting quarterly beginning on specified dates, all subject to continued service with PubMatic on each vesting date.