PubMatic Form 4: CFO Steven Pantelick Executes Tax & 10b5-1 Sales

Rhea-AI Filing Summary

PubMatic, Inc. (PUBM) – Form 4 insider transaction summary for CFO Steven Pantelick

Between 1-3 July 2025, Mr. Pantelick reported several equity movements stemming from routine RSU vesting, tax-related sales and a Rule 10b5-1 trading plan:

• RSU vesting/option exercise (Code M): 30,964 Class A shares were automatically acquired on 1 July at $0 cost, increasing direct holdings to 57,990 shares immediately after the transaction.
• Withholding sale (Code S): On 2 July, 15,598 Class A shares were sold at a $12.5366 weighted-average price to cover tax obligations generated by the RSU vesting.
• Class B conversion (Code C): On 3 July, 4,000 Class B shares converted to Class A, incurring no cash consideration.
• Rule 10b5-1 sale (Code S): Also on 3 July, 15,690 Class A shares were sold under a pre-arranged trading plan at a $12.8248 weighted-average price.

After the transactions, the CFO directly owns 30,702 Class A shares. In addition, he holds 103,696 unvested RSUs and retains indirect economic interest in ~230,000+ Class B shares through family and LLC entities, which automatically convert to Class A upon disposition.

Takeaway for investors: The net sale of 31,288 shares (~$0.4 million) represents tax-withholding and a pre-scheduled disposition, limiting the informational content of the sales. The executive’s remaining direct and indirect stakes suggest continued alignment with shareholder interests, so overall impact is viewed as neutral.

Positive

• CFO retains 30,702 direct Class A shares plus significant Class B/RSU interests, indicating ongoing alignment with shareholders.
• Sales executed under Rule 10b5-1 and for tax withholding, reducing concerns about opportunistic trading.

Negative

• Net sale of 31,288 Class A shares (~$0.4 million) could be perceived as insider selling pressure despite benign context.

Insights

Securities Analyst

TL;DR: Routine RSU vesting and modest 10b5-1 sales; no material strategic signal.

The bulk of the reported activity is mechanical: RSU vesting drove share delivery and the subsequent sell-to-cover trade. The discretionary component—a 15,690-share 10b5-1 sale—adds only about $0.2 million of liquidity for the CFO. Considering Mr. Pantelick still controls over 30 k direct Class A shares and extensive Class B holdings, the transaction does not materially alter insider ownership or suggest a change in conviction. For valuation models, the share count impact is immaterial, and liquidity effects are negligible. I classify the filing as neutral.

Corporate Governance Expert

TL;DR: Insider sells within safe-harbor & tax cover; governance risk remains low.

Insider sales sometimes precede weak performance, but context matters. Here, half of the sales are explicitly for tax withholding, and the remainder are executed under a Rule 10b5-1 plan established well in advance (May 9 2024). Such structures mitigate information-asymmetry concerns and demonstrate adherence to governance best practices. The CFO’s sizeable residual stake and the automatic conversion feature on Class B shares preserve voting alignment. Therefore, the filing poses low governance risk and is not expected to influence investor sentiment materially.

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^*

Pantelick Steven

(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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		30,964	A	$0	57,990	D
Class A Common Stock	07/02/2025		S(1)		15,598	D	$12.5366(2)	42,392	D
Class A Common Stock	07/03/2025		C		4,000	A	$0(3)	46,392	D
Class A Common Stock	07/03/2025		S(4)		15,690	D	$12.8248(5)	30,702	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 Unit	$0(6)	07/01/2025		M			5,056	(7)	(8)	Class A Common Stock	5,056	$0	10,113	D
Restricted Stock Unit	$0(6)	07/01/2025		M			9,546	(9)	(8)	Class A Common Stock	9,546	$0	57,277	D
Restricted Stock Unit	$0(6)	07/01/2025		M			8,955	(10)	(8)	Class A Common Stock	8,955	$0	89,551	D
Restricted Stock Unit	$0(6)	07/01/2025		M			7,407	(11)	(8)	Class A Common Stock	7,407	$0	103,696	D
Class B Common Stock	(3)	07/03/2025		C			4,000	(3)	(3)	Class A Common Stock	4,000	$0	297,488	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	73,464		73,464	I	By spouse
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	41,536		41,536	I	By PSLT DE LLC(12)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	115,000		115,000	I	By SMP DE LLC(13)

Explanation of Responses:

1. The sales reported in this line item 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.

2. The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $12.23 to $12.71, 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 trades.

3. 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.

4. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 9, 2024.

5. The price reported in this line item is a weighted average price. These shares were sold at prices ranging from $12.57 to $12.97, 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.

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

7. The RSUs vested as to 1/16th of the total shares on April 1, 2022, and 1/16th of the total shares vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

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

9. The RSUs vested as to 1/16th of the total award on April 1, 2023, 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.

10. The RSUs vest as to 1/16th of the total shares on April 1, 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.

11. The RSUs vest as to 1/16th of the total shares on April 1, 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.

12. The Reporting Person and his children are beneficiaries of PSLT DE LLC.

13. The Reporting Person's spouse and his children are beneficiaries of SMP DE LLC.

	/s/ Andrew Woods, Attorney-in-Fact	07/03/2025
	** 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

How many PubMatic (PUBM) shares did the CFO sell in July 2025?

He sold 31,288 Class A shares on 2 and 3 July 2025.

Were the PUBM insider sales part of a 10b5-1 plan?

Yes. The 15,690-share sale on 3 July was executed under a Rule 10b5-1 plan adopted 9 May 2024.

Why were PUBM shares sold on 2 July 2025?

The 15,598-share sale was a sell-to-cover transaction to satisfy tax withholding from RSU vesting.

How many PUBM shares does the CFO still own after the transactions?

He directly owns 30,702 Class A shares and retains indirect interests in substantial Class B holdings and 103,696 unvested RSUs.

What was the average sale price for the PUBM shares on 3 July 2025?

The weighted-average price was $12.8248 per share.