PubMatic Form 4: RSU vesting boosts insider stake despite small sell-to-cover

Rhea-AI Filing Summary

Form 4 filing for PubMatic, Inc. (PUBM) dated 07/03/2025 details routine equity transactions by Mukul Kumar, President of Engineering.

• RSU settlement: On 07/01/2025, four tranches of restricted stock units (total 13,861 shares) vested and were converted into Class A common stock at no cost (code “M”).
• Share sale: On 07/02/2025, Kumar executed a “sell-to-cover” transaction (code “S”) disposing of 5,366 shares at a weighted-average price of $12.5633 to satisfy tax-withholding obligations.
• Post-transaction holdings: Direct ownership stands at 68,960 Class A shares. The officer also retains 46,484 unvested RSUs across multiple awards.

No options, debt, or material corporate developments are disclosed. The filing reflects ordinary course vesting and tax settlement rather than directional trading, and the net increase in share ownership (≈ 8,495 shares) suggests continued alignment with shareholders. Overall impact on PUBM’s investment thesis is neutral.

Positive

• Net increase of 8,495 shares in the officer’s direct ownership, indicating continued equity exposure.
• 46,484 RSUs remain outstanding, providing future alignment incentives.

Negative

• 5,366 shares sold (≈US$67k) add marginal selling pressure, although the motive was tax withholding.

Insights

Equity Research Analyst

TL;DR – Routine RSU vesting; small tax-related sale. Neutral signal.

The officer gained 13,861 shares through scheduled RSU vesting and sold 5,366 shares solely to cover taxes. Direct holdings rose to 68,960 shares, while 46,484 RSUs remain unvested. Dollar value of the sale (~US$67k) is immaterial versus PUBM’s average daily volume and market cap. Because the sale was non-discretionary and the net share count held by the insider increased, the transaction offers little insight into future operating performance or insider sentiment. I classify the filing as non-impactful for investors.

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).

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^*

Kumar Mukul

(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)
	PRESIDENT, ENGINEERING

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		13,861	A	$0	74,326	D
Class A Common Stock	07/02/2025		S(1)		5,366	D	$12.5633(2)	68,960	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			2,247	(4)	(5)	Class A Common Stock	2,247	$0	4,495	D
Restricted Stock Unit	$0(3)	07/01/2025		M			4,279	(6)	(5)	Class A Common Stock	4,279	$0	25,676	D
Restricted Stock Unit	$0(3)	07/01/2025		M			4,014	(7)	(5)	Class A Common Stock	4,014	$0	40,143	D
Restricted Stock Unit	$0(3)	07/01/2025		M			3,321	(8)	(5)	Class A Common Stock	3,321	$0	46,484	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 (PUBM) shares did Mukul Kumar acquire through RSU vesting?

13,861 Class A shares were acquired on 07/01/2025 via RSU conversion.

What price were the PUBM shares sold in the Form 4 filing?

5,366 shares were sold at a weighted-average price of $12.5633 on 07/02/2025.

Why did the insider sell PubMatic shares?

The sale was a “sell-to-cover” transaction to fund tax withholding on vested RSUs.

What is the insider’s remaining direct ownership after the transactions?

Mukul Kumar now directly owns 68,960 Class A shares.

How many unvested RSUs does the insider still hold?

He retains 46,484 unvested RSUs that will continue to vest quarterly.