PubMatic Form 4: CGO Klimenko sells 8,147 shares to cover taxes
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
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 8,147 | $12.5633 | $102K |
| Exercise | Restricted Stock Unit | 2,903 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 6,584 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 6,485 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 5,363 | $0.00 | -- |
| Exercise | Class A Common Stock | 21,335 | $0.00 | -- |
Footnotes (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. 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. 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. 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. RSUs do not expire; they either vest or are canceled prior to the vesting date. 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. 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. 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.
