[Form 4] PubMatic, Inc. Insider Trading Activity

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

Corporate Governance Analyst

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.

Equity Capital Markets Specialist

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.

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^*

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)
10/06/2025

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	10/06/2025		C		11,864	A	(1)	44,000	D
Class A Common Stock(2)	10/06/2025		S(3)		44,000(4)	D	$8.4514(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	10/06/2025		M			11,864	(6)	07/07/2026	Class B Common Stock	11,864	$0	114,753	D
Class B Common Stock	(1)	10/06/2025		M		11,864		(1)	(1)	Class A Common Stock	11,864	$1.11	222,848	D
Class B Common Stock	(1)	10/06/2025		C			11,864	(1)	(1)	Class A Common Stock	11,864	$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 $8.19 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.

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	10/08/2025
	** 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 did PubMatic CEO Rajeev Goel report on Form 4 (PUBM)?

He reported exercising 11,864 options at $1.11, acquiring 11,864 Class A shares, and the sale of 44,000 Class A shares at a weighted average price of $8.4514 on 10/06/2025.

Were the share sales by Rajeev Goel planned under a trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 03/02/2025.

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

Following the reported transactions he beneficially holds 2,362,194 combined Class A and Class B shares, excluding unvested or unexercised awards.

What price range did the sold PubMatic shares trade at?

The sold shares ranged from $8.19 to $8.635, with a weighted average price of $8.4514.

Are there option expirations related to the exercised awards?

Yes. The option award exercised expires on 07/07/2026.