[Form 4] PubMatic, Inc. Insider Trading Activity

Rhea-AI Filing Summary

PubMatic, Inc. (PUBM) disclosed insider transactions by its Chief Executive Officer, director and 10% owner, Rajeev Goel, on 11/24/2025. He acquired 44,000 shares of Class A common stock through conversions and simultaneously sold 44,000 shares of Class A common stock at a weighted average price of $8.681 per share. The sales were executed by The Goel Family Trust under a pre-arranged Rule 10b5-1 trading plan adopted on March 2, 2025.

Goel also exercised fully vested stock options to acquire Class B common stock, which converts into Class A common stock upon transfer, and adjusted various trust and custodial holdings for the benefit of his children and family members. Following the reported sales, he holds a combined 2,362,194 shares of PubMatic Class A and Class B common stock, not counting vested but unexercised options or unvested equity awards.

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)
11/24/2025

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	11/24/2025		C		44,000	A	(1)	44,000	D
Class A Common Stock(2)	11/24/2025		S(3)		44,000(4)	D	$8.681(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	11/24/2025		M			26,753	(6)	07/07/2026	Class B Common Stock	26,753	$0	0	D
Class B Common Stock	(1)	11/24/2025		M		26,753		(1)	(1)	Class A Common Stock	26,753	$1.11	237,737	D
Stock Option (Right to buy Class B Common Stock)	$1.11	11/24/2025		M			17,247	(6)	07/07/2026	Class B Common Stock	17,247	$0	404,668	D
Class B Common Stock	(1)	11/24/2025		M		17,247		(1)	(1)	Class B Common Stock	17,247	$1.11	254,984	D
Class B Common Stock	(1)	11/24/2025		C			44,000	(1)	(1)	Class A Common Stock	44,000	$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 $8.61 and the highest price at which shares were sold was $8.78. 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	11/26/2025
	** 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 insider transactions did PubMatic (PUBM) report on this Form 4?

The filing reports that CEO, director and 10% owner Rajeev Goel acquired 44,000 shares of Class A common stock and sold 44,000 shares of Class A common stock on 11/24/2025, along with related option exercises and transfers involving Class B common stock.

At what price were PubMatic (PUBM) shares sold in this Form 4 filing?

The 44,000 shares of Class A common stock were sold at a weighted average price of $8.681 per share. The filing notes that individual sale prices ranged from $8.61 to $8.78 per share.

Was the PubMatic (PUBM) insider sale made under a Rule 10b5-1 plan?

Yes. The filing states that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 2, 2025, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

How many PubMatic (PUBM) shares does Rajeev Goel own after these transactions?

Following the reported sales, Rajeev Goel holds 2,362,194 shares of PubMatic Class A and Class B common stock, excluding vested but unexercised options, unvested options, and unvested restricted stock units as of the filing date.

What option activity by PubMatic (PUBM) CEO Rajeev Goel is disclosed?

The filing shows exercises of fully vested stock options with a conversion or exercise price of $1.11 per share, relating to Class B common stock that is convertible into Class A common stock upon transfer. The option award under which these shares were exercised expires on July 7, 2026.

How are PubMatic (PUBM) shares held through family trusts treated in this Form 4?

The filing explains that certain shares are held by The Goel Family Trust, The Goel Heritage Trust, The Goel Family Gift Trust, and trusts for Goel’s children. In several cases, the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest.

What is the significance of PubMatic (PUBM) Class B common stock in this filing?

The filing states that each share of Class B common stock held by executive officers, directors and their affiliates automatically converts into one share of Class A common stock upon any transfer, except for certain permitted transfers.