PubMatic insider filing: 44,000 options exercised; 44,000 shares sold at $8.22 avg

Rhea-AI Filing Summary

Rajeev K. Goel, PubMatic, Inc. CEO, director and 10% owner, reported multiple transactions on 09/15/2025. He exercised 44,000 stock options with an exercise price of $1.11 and reports options that are fully vested and expire on 07/07/2026. On the same date, 44,000 shares were transferred to The Goel Family Trust and sold under a Rule 10b5-1 trading plan at a weighted average price of $8.2243 (range $8.145–$8.37). Following these transactions, Mr. Goel beneficially owns 2,362,194 shares of Class A and Class B common stock, excluding unvested awards.

Positive

• Options fully vested and exercised (44,000 shares) with explicit expiration date 07/07/2026
• Detailed disclosure of sales price range ($8.145–$8.37) and weighted average sale price ($8.2243)
• Continued substantial ownership: 2,362,194 beneficially owned shares following the transactions

Negative

• Disposition of 44,000 shares sold by The Goel Family Trust on 09/15/2025
• Potential dilution detail present (multiple option and trust-held share lines) requiring further aggregation to assess full dilution impact

Insights

Financial Analyst

TL;DR: Insider exercised vested options and a related trust sold 44,000 shares at ~$8.22; overall ownership remains >2.3M shares.

The filing shows an option exercise at $1.11 for 44,000 shares that were converted/treated across Class B/A share classes and an immediate disposition of 44,000 shares through The Goel Family Trust under a Rule 10b5-1 plan at a weighted average price of $8.2243. The option award expires 07/07/2026 and is fully vested. After reported activity, Mr. Goel reports 2,362,194 beneficially owned shares, not counting unvested awards. For valuation or dilution analysis, analysts should incorporate the remaining in-the-money options and conversion mechanics disclosed here.

Corporate Governance Expert

TL;DR: Transactions are routine insider exercise and programmed sale via 10b5-1; significant beneficial ownership retained.

The report discloses standard Section 16 transactions: an exercised option and coordinated sale by a family trust pursuant to a Rule 10b5-1 trading plan adopted March 2, 2025. Footnotes clarify holdings held in various trusts and custodial arrangements with disclaimed beneficial ownership for certain trust-held shares. The disclosure includes exercisability, expiration date of the options, and the price range for shares sold, providing transparency on timing and structure of the transactions.

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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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).

1. Name and Address of Reporting Person^*

Goel Rajeev K.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		C		44,000	A	(1)	44,000	D
Class A Common Stock(2)	09/15/2025		S(3)		44,000(4)	D	$8.2243(5)	0	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
Stock Option (Right to buy Class B Common Stock)	$1.11	09/15/2025		M			44,000	(6)	07/07/2026	Class B Common Stock	44,000	$0	126,617	D
Class B Common Stock	(1)	09/15/2025		M		44,000		(1)	(1)	Class A Common Stock	44,000	$1.11	254,984	D
Class B Common Stock	(1)	09/15/2025		C			44,000	(1)	(1)	Class A Common Stock	44,000	$0	210,984	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	581,260		581,260	I	See footnote(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	400,000		400,000	I	See footnote(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	68,616		68,616	I	See footnote(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	308,775		308,775	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	308,775		308,775	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	483,784		483,784	I	See footnote(11)

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 2,362,194 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 July 7, 2026.

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 2, 2025.

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 $8.145 and the highest price at which shares were sold was $8.37. 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. The options are fully vested.

7. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.

8. 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.

9. 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.

10. 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.

11. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

	/s/ Andrew Woods, Attorney-in-Fact	09/17/2025
	** 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.
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.

FAQ

What insider transactions did PubMatic (PUBM) report on 09/15/2025?

The filing reports that Rajeev K. Goel exercised 44,000 stock options at a $1.11 exercise price and that 44,000 shares were transferred to The Goel Family Trust and sold under a Rule 10b5-1 plan at a weighted average price of $8.2243.

How many PubMatic shares does Rajeev Goel beneficially own after these transactions?

Following the reported transactions, Mr. Goel beneficially owns 2,362,194 shares of Class A and Class B common stock, excluding unvested and unexercised awards.

When do the exercised options reported in the Form 4 expire?

The option award referenced in the filing expires on 07/07/2026 and the options exercised on 09/15/2025 are stated to be fully vested.

Were the share sales part of a planned trading program?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 2, 2025.

What price range did the sold PubMatic shares trade at on 09/15/2025?

The filing discloses the lowest sale price was $8.145, the highest was $8.37, and the weighted average sale price was $8.2243.