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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 4,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 4,000 | $0.00 | -- |
| Sale | Class A Common Stock | 15,690 | $12.8248 | $201K |
| Sale | Class A Common Stock | 15,598 | $12.5366 | $196K |
| Exercise | Restricted Stock Unit | 5,056 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 9,546 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 8,955 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 7,407 | $0.00 | -- |
| Exercise | Class A Common Stock | 30,964 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. 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. 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. 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. 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. RSUs do not expire; they either vest or are canceled prior to the vesting date. 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. 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. 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. The Reporting Person and his children are beneficiaries of PSLT DE LLC. The Reporting Person's spouse and his children are beneficiaries of SMP DE LLC.
