[Form 4] PubMatic, Inc. Insider Trading Activity

Rhea-AI Filing Summary

PubMatic, Inc. (PUBM) – Form 4 insider transaction summary: Chief Growth Officer Paulina Klimenko reported routine RSU vesting and related share sales.

• Vesting: On 07/01/2025, 21,335 Class A shares were acquired upon the automatic conversion of four RSU tranches at a $0 exercise price (code “M”).
• Sell-to-cover: On 07/02/2025, 8,147 shares were sold at a weighted-average price of $12.56 (range $12.23-$12.71) solely to cover withholding taxes (code “S”).
• Net share change: Direct holdings increased by 13,188 shares to 51,780.
• Remaining equity incentives: Klimenko still holds 184,243 unvested RSUs across four awards, each vesting quarterly through 2028.

The filing reflects normal compensation-related activity, not an open-market disposition. No new options or cash transactions affecting PubMatic’s balance sheet are involved.

Positive

• Executive share ownership increased by 13,188 shares, reinforcing alignment with shareholders.
• No discretionary selling; shares were only sold to cover withholding taxes, reducing negative signaling.

Negative

• Share sale disclosure may trigger short-term headline sensitivity despite being tax-related.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; small tax sale, insider’s net ownership rises—neutral corporate impact.

The Form 4 discloses standard quarterly RSU settlements for PubMatic’s Chief Growth Officer. A total of 21,335 shares converted, while 8,147 were sold via a pre-arranged “sell-to-cover” to satisfy payroll taxes. With direct holdings climbing to 51,780 shares and 184k RSUs still outstanding, the executive remains heavily aligned with shareholders. Transaction size (<$0.11 million) is immaterial relative to PUBM’s average daily volume and market cap, suggesting negligible market impact.

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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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)
07/01/2025

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	07/01/2025		M		21,335	A	$0	59,927	D
Class A Common Stock	07/02/2025		S(1)		8,147	D	$12.5633(2)	51,780	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)	07/01/2025		M			2,903	(4)	(5)	Class A Common Stock	2,903	$0	5,805	D
Restricted Stock Unit	$0(3)	07/01/2025		M			6,584	(6)	(5)	Class A Common Stock	6,584	$0	39,501	D
Restricted Stock Unit	$0(3)	07/01/2025		M			6,485	(7)	(5)	Class A Common Stock	6,485	$0	64,847	D
Restricted Stock Unit	$0(3)	07/01/2025		M			5,363	(8)	(5)	Class A Common Stock	5,363	$0	75,090	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 $12.23 to $12.71, 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	07/03/2025
	** 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).
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FAQ

How many PubMatic shares did Paulina Klimenko acquire on 07/01/2025?

She acquired 21,335 Class A shares through RSU vesting.

What price were Klimenko's PubMatic shares sold for tax withholding?

The 8,147 shares were sold at a $12.5633 weighted-average price (range $12.23-$12.71).

How many PubMatic shares does the insider now own directly?

After the transactions, Klimenko holds 51,780 Class A shares.

Why were the PubMatic shares sold on 07/02/2025?

The sale was a “sell-to-cover” to meet RSU tax-withholding obligations, not an open-market liquidation.

How many RSUs does Klimenko still have outstanding?

She retains 184,243 unvested RSUs that continue to vest quarterly.