Rajeev Goel executes option exercise and 10b5-1 sale of 44,000 PUBM shares
Rhea-AI Filing Summary
Rajeev K. Goel, Chief Executive Officer and director of PubMatic, Inc. (PUBM), reported transactions on 10/06/2025 that include the exercise and sale of shares and transfers to related trusts. He exercised 11,864 options with an exercise price of $1.11 and reported acquisitions of 11,864 Class A shares. Concurrently, 44,000 Class A shares were transferred to The Goel Family Trust and sold under a Rule 10b5-1 plan at a weighted average price of $8.4514, with a low of $8.19 and high of $8.635. After these transactions Mr. Goel beneficially holds 2,362,194 combined Class A and Class B shares (excluding various unvested or unexercised awards), and several larger holdings are reported as indirect via family trusts and custodial arrangements.
Positive
- Use of a Rule 10b5-1 plan indicates pre-planned, compliant sales rather than opportunistic timing
- Options exercised at $1.11 reflect low strike cost and long-term grant realization
- Substantial retained ownership of 2,362,194 shares signals continued insider alignment with shareholders
Negative
- Sale of 44,000 shares introduced additional supply at prices as low as $8.19
- Multiple transfers to trusts reduce direct transparency of future dispositions
Insights
Insider exercised options and used a 10b5-1 plan to sell shares, with significant family-trust holdings retained.
The CEO exercised $1.11-strike options for 11,864 shares and reported the sale of 44,000 shares at a weighted average of $8.4514 under a Rule 10b5-1 plan adopted on 03/02/2025. The filing shows multiple indirect holdings in trusts and custodial accounts, indicating estate and succession planning rather than immediate divestiture.
Dependencies include option expiry on 07/07/2026 and the 10b5-1 plan terms. Monitor any future scheduled sales under the plan and option exercise patterns through 07/07/2026 for potential incremental supply to the market.
The reported sale size is modest relative to total insider holdings but noted for market supply effects near reported prices.
Reported open-market sales totaled 44,000 shares across a price range of $8.19–$8.635, producing a weighted average of $8.4514. Given Mr. Goel's retained beneficial position of 2,362,194 shares, the single reported sale is unlikely to be market-moving alone.
Watch for additional tranche sales or large transfers from trusts that could cumulatively affect float; also note the exercise-to-sale pattern which can signal routine liquidity actions rather than governance change.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to buy Class B Common Stock) | 11,864 | $0.00 | -- |
| Exercise | Class B Common Stock | 11,864 | $1.11 | $13K |
| Conversion | Class B Common Stock | 11,864 | $0.00 | -- |
| Conversion | Class A Common Stock | 11,864 | $0.00 | -- |
| Sale | Class A Common Stock | 44,000 | $8.4514 | $372K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. 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. Represents the weighted average sale price. The lowest price at which shares were sold was $8.19 and the highest price at which shares were sold was $8.635. 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. The options are fully vested. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act. 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. 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. 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. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
