PubMatic (PUBM) CFO awarded 316,097 RSUs vesting quarterly

Rhea-AI Filing Summary

PubMatic, Inc. reported that Chief Financial Officer Steven Pantelick acquired 316,097 restricted stock units (RSUs) on February 17, 2026 as an equity award. Each RSU represents the right to receive one share of Class A common stock for no consideration when it vests.

The RSUs vest in equal installments of 1/16 of the total shares quarterly, beginning on April 1, 2026, as long as Pantelick continues providing services on each vesting date. The RSUs have no expiration date; they will either vest on schedule or be canceled before vesting.

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^*

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)
02/17/2026

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

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	(1)	02/17/2026		A		316,097		(2)	(3)	Class A Common Stock	316,097	$0	316,097	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.

2. 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.

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

	/s/ Andrew Woods, Attorney-in-Fact	02/19/2026
	** 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).
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 transaction did PubMatic (PUBM) disclose for Steven Pantelick?

PubMatic disclosed that CFO Steven Pantelick received a grant of 316,097 restricted stock units. Each RSU converts into one share of Class A common stock at vesting for no cash payment by him, reflecting a stock-based compensation award.

How many restricted stock units were granted to PubMatic CFO Steven Pantelick?

Steven Pantelick was granted 316,097 restricted stock units. The Form 4 states this entire amount was acquired in a single award, with 316,097 RSUs owned directly after the transaction, subject to the specified vesting schedule and continued service conditions.

When do Steven Pantelick’s PubMatic RSUs begin vesting and on what schedule?

The RSUs begin vesting on April 1, 2026. The award vests as to 1/16 of the total shares each quarter from that date, provided Pantelick continues to provide services to PubMatic on every scheduled vesting date.

What does each PubMatic RSU granted to Steven Pantelick represent?

Each RSU represents the right to receive one share of PubMatic Class A common stock. The Form 4 notes that these shares are delivered at the time of vesting for no consideration, meaning Pantelick does not pay cash to receive the vested shares.

Do the PubMatic RSUs granted to Steven Pantelick expire if unvested?

The RSUs do not have a traditional expiration date. According to the disclosure, they will either vest on their scheduled vesting dates if service conditions are met, or be canceled prior to those vesting dates if the conditions are not satisfied.

How is Steven Pantelick’s ownership reported after this PubMatic RSU grant?

After the grant, Steven Pantelick is reported as directly owning 316,097 restricted stock units. This reflects the full number of RSUs in the award, which will convert into Class A common stock only as and when the units vest over time.