PUBM: Chief Growth Officer vests 21,334 RSUs; sells 10,874 to cover taxes

Rhea-AI Filing Summary

PubMatic, Inc. (PUBM) reporting person Paulina Klimenko, Chief Growth Officer, recorded equity activity tied to restricted stock unit vesting. On 10/01/2025 she was deemed to acquire 21,334 shares (vested RSUs) at no cost, bringing beneficial ownership to 73,114 shares. On 10/02/2025 she sold 10,874 shares in block trades at a weighted average price of $8.2338 as a "sell-to-cover" to satisfy tax withholding, leaving 62,240 shares beneficially owned. The filing lists multiple RSU grants vesting quarterly with specific tranche schedules and notes that RSUs represent one share each and do not expire.

Positive

• RSU vesting of 21,334 shares aligns executive compensation with shareholder outcomes
• Sale was executed as a sell-to-cover to satisfy tax withholding, indicating routine settlement rather than opportunistic selling

Negative

• Beneficial ownership declined73,114 to 62,240, reducing insider stake and voting exposure
• Block sale execution at a weighted average of $8.2338 realized shares at current market prices, which may modestly increase circulating float

Insights

Corporate Governance / Insider Transactions Analyst

Insider transaction reflects routine RSU vesting and tax-cover sale, not a discretionary cash sale.

What it means: The acquisition of 21,334 shares on 10/01/2025 stems from RSU settlement at $0 and immediately triggered a "sell-to-cover" sale of 10,874 shares at a weighted average of $8.2338 on 10/02/2025 to meet tax obligations.

Why it matters: Such transactions are common when equity awards vest and generally indicate compensation realization rather than a voluntary divestiture; beneficial ownership decreased from 73,114 to 62,240.

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

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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^*

Klimenko Paulina

(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 GROWTH OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		M		21,334	A	$0	73,114	D
Class A Common Stock	10/02/2025		S(1)		10,874	D	$8.2338(2)	62,240	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
Restricted Stock Unit	$0(3)	10/01/2025		M			2,902	(4)	(5)	Class A Common Stock	2,902	$0	2,903	D
Restricted Stock Unit	$0(3)	10/01/2025		M			6,583	(6)	(5)	Class A Common Stock	6,583	$0	32,918	D
Restricted Stock Unit	$0(3)	10/01/2025		M			6,485	(7)	(5)	Class A Common Stock	6,485	$0	58,362	D
Restricted Stock Unit	$0(3)	10/01/2025		M			5,364	(8)	(5)	Class A Common Stock	5,364	$0	69,726	D

Explanation of Responses:

1. The sales reported on this Form 4 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.

2. 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 $8.15 to $8.31, 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.

3. 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.

4. 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.

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

6. 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.

7. 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.

8. 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.

	/s/ Andrew Woods, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did PubMatic insider Paulina Klimenko report on Form 4 (PUBM)?

The filing reports the acquisition of 21,334 shares on 10/01/2025 from RSU settlement and a subsequent sale of 10,874 shares on 10/02/2025 at a weighted average price of $8.2338 as a sell-to-cover for taxes.

Why were the shares sold according to the Form 4 for PUBM?

The sales were made to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units.

How did the transactions change Klimenko's holdings in PUBM?

Beneficial ownership reported after the acquisition was 73,114 shares and after the sale was 62,240, reflecting a net reduction of 10,874 shares.

What price was received for the shares sold in the Form 4?

The weighted average price reported for the block sale was $8.2338, with individual block trade prices ranging from $8.15 to $8.31.

Do the RSUs expire and what is their settlement mechanics?

Each RSU represents a right to one share at settlement for $0; the filing states RSUs do not expire and vest in scheduled tranches contingent on continued service.