PubMatic (PUBM) CEO sells 44K shares after option exercise under 10b5-1 plan

Rhea-AI Filing Summary

PubMatic, Inc. CEO Rajeev K. Goel exercised stock options for 44,000 shares of Class B common stock at $1.11 per share and converted them into 44,000 shares of Class A common stock. Those 44,000 Class A shares were then sold at a weighted average price of $8.0952 per share under a pre-arranged Rule 10b5-1 trading plan, with the sale carried out by The Goel Family Trust. Following these transactions, Mr. Goel is reported as holding a total of 2,362,194 shares of Class A and Class B common stock, including direct and indirect holdings as of the filing date.

Insider Trade Summary 10b5-1

Net Seller: 44,000 shares ($356,189)

Net Sell 11 txns

Insider Goel Rajeev K.

Role CHIEF EXECUTIVE OFFICER

Sold 44,000 shs ($356K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to buy Class B Common Stock)	44,000	$0.00	--
Exercise	Class B Common Stock	44,000	$1.11	$49K
Conversion	Class B Common Stock	44,000	$0.00	--
Conversion	Class A Common Stock	44,000	$0.00	--
Sale	Class A Common Stock	44,000	$8.0952	$356K
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to buy Class B Common Stock) — 113,462 shares (Direct); Class B Common Stock — 254,984 shares (Direct); Class A Common Stock — 44,000 shares (Direct); Class B Common Stock — 581,260 shares (Indirect, See footnote)

Footnotes (1)

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. 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. 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. 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. Represents the weighted average sale price. The lowest price at which shares were sold was $7.89 and the highest price at which shares were sold was $8.33. 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. The options are fully vested. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act. 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. 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. 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. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

Key Figures

Options exercised: 44,000 shares Exercise price: $1.11 per share Shares sold: 44,000 shares +3 more

6 metrics

Options exercised 44,000 shares Stock options for Class B Common Stock exercised on March 30, 2026

Exercise price $1.11 per share Conversion or exercise price for the 44,000 Class B options

Shares sold 44,000 shares Class A Common Stock sold on March 30, 2026

Weighted average sale price $8.0952 per share Average price for 44,000 Class A shares sold; range $7.89–$8.33

Post-transaction holdings 2,362,194 shares Total Class A and Class B shares held by CEO after sales, as of filing

Options expiration July 7, 2026 Expiration date of the option award under which shares were exercised

Key Terms

Rule 10b5-1 trading plan, Class B common stock, Class A common stock, California Uniform Transfers to Minors Act, +1 more

5 terms

Rule 10b5-1 trading plan financial

"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."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Class B common stock financial

"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."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Class A common stock financial

"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."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

California Uniform Transfers to Minors Act financial

"These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act."

Section 16 financial

"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."

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Form 4 Insider Transactions: What Each Field Means →

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 CALIFORNIA 94063

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/30/2026		C		44,000	A	(1)	44,000	D
Class A Common Stock(2)	03/30/2026		S(3)		44,000(4)	D	$8.0952(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	03/30/2026		M			44,000	(6)	07/07/2026	Class B Common Stock	44,000	$0	113,462	D
Class B Common Stock	(1)	03/30/2026		M		44,000		(1)	(1)	Class B Common Stock	44,000	$1.11	254,984	D
Class B Common Stock	(1)	03/30/2026		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 $7.89 and the highest price at which shares were sold was $8.33. 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	03/31/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did PubMatic (PUBM) report for its CEO?

PubMatic reported that CEO Rajeev K. Goel exercised options for 44,000 Class B shares at $1.11 and converted them into 44,000 Class A shares. Those 44,000 Class A shares were then sold at a weighted average price of $8.0952 per share.

Were the PubMatic (PUBM) CEO share sales pre-planned under Rule 10b5-1?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 2, 2025. Such plans pre-schedule trades, making the timing more routine and less discretionary.

How many PubMatic (PUBM) shares does the CEO hold after these transactions?

After the reported transactions, Rajeev K. Goel is described as holding 2,362,194 shares of Class A and Class B common stock. This figure excludes vested but unexercised options, unvested options, and unvested restricted stock units as of the filing date.

What was the price range for the PubMatic (PUBM) CEO’s share sale?

The weighted average sale price was $8.0952 per share. The lowest sale price in the reported transactions was $7.89 per share and the highest was $8.33 per share, according to the filing’s footnote disclosure.

Who actually sold the PubMatic (PUBM) shares linked to the CEO’s Form 4?

The filing explains that the securities were transferred by the reporting person to The Goel Family Trust, of which he and his spouse are beneficiaries. The 44,000 Class A shares were then sold by The Goel Family Trust as reported.

Are there additional indirect PubMatic (PUBM) holdings related to the CEO?

Yes. The filing lists several indirect Class B holdings through trusts and custodial accounts, including The Goel Family Trust, The Goel Heritage Trust, The Goel Family Gift Trust, and accounts for the benefit of the reporting person’s children.