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PubMatic CEO Rajeev K. Goel sells 50,021 shares

The reported Class A sale occurred under a Rule 10b5-1 plan adopted on March 5, 2026.

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Form Type
4

Rhea-AI Filing Summary

PubMatic, Inc. Chief Executive Officer Rajeev K. Goel exercised 21,871 fully vested options at $2.15 per share to acquire Class B common stock, converted 34,371 Class B shares into Class A, and sold 50,021 Class A shares on October 22, 2026, at a weighted average $17.2575 per share. The sale was made under a Rule 10b5-1 trading plan. After the sales, Goel held 2,343,968 Class A and Class B shares; that figure excludes vested but unexercised options, unvested options and unvested restricted stock units.

Insider Goel Rajeev K.
Role CHIEF EXECUTIVE OFFICER
Sold 50,021 shs ($863K)
Approx. gross sale proceeds $863K
Type Security Shares Price Value
Exercise Stock Option (Right to buy Class B Common Stock) F5 21,871 $0.00 $0.00
Exercise Class B Common Stock F1 21,871 $2.15 $47K
Conversion Class B Common Stock F1 34,371 $0.00 $0.00
Conversion Class A Common Stock F1 34,371 -- --
Sale Class A Common Stock F2, F3, F4 50,021 $17.2575 $863K
holding Class B Common Stock F1, F6 -- -- --
holding Class B Common Stock F1, F7 -- -- --
holding Class B Common Stock F1, F8 -- -- --
holding Class B Common Stock F1, F9 -- -- --
holding Class B Common Stock F1, F9 -- -- --
holding Class B Common Stock F1, F10 -- -- --
Holdings After Transaction: Stock Option (Right to buy Class B Common Stock) — 51,217 contracts (Direct); Class B Common Stock — 160,984 contracts (Direct); Class A Common Stock — 31,774 shares (Direct); Class B Common Stock — 2,151,210 contracts (Indirect, See footnote)
Footnotes (10)
  1. F1. 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. F2. Following the sales reported in this line item, Mr. Goel holds 2,343,968 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.
  3. F3. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 5, 2026.
  4. F4. Represents the weighted average sale price. The lowest price at which shares were sold was $16.97 and the highest price at which shares were sold was $17.67. 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.
  5. F5. The options are fully vested.
  6. F6. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
  7. F7. 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.
  8. F8. 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.
  9. F9. 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.
  10. F10. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
Options exercised 21,871 options October 22, 2026
Option exercise price $2.15 per share For the reported exercise on October 22, 2026
Class B shares converted into Class A 34,371 shares October 22, 2026
Class A shares sold 50,021 shares October 22, 2026
Weighted average sale price $17.2575 per share Reported Class A share sales
Sale price range $16.97–$17.67 per share Reported Class A share sales
Class A and Class B shares held after sales 2,343,968 shares Following the reported sales; excludes vested but unexercised options, unvested options and unvested restricted stock units
Options held after exercise 51,217 options Class B common stock options; expiration date May 1, 2027
Rule 10b5-1 trading plan regulatory
"effected pursuant to a Rule 10b5-1 trading plan"
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.
weighted average sale price financial
"Represents the weighted average sale price."
fully vested financial
"The options are fully vested."
automatic conversion technical
"will convert automatically into one share of Class A common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PUBM shares did Rajeev K. Goel sell, and at what price?

Rajeev K. Goel sold 50,021 Class A common shares on October 22, 2026, at a weighted average price of $17.2575 per share. The reported sale prices ranged from $16.97 to $17.67 per share, and the sales were made under a Rule 10b5-1 trading plan.

How many options did PubMatic's CEO hold after the exercise?

After the reported exercise, Rajeev K. Goel held options to buy 51,217 shares of Class B common stock. The options were fully vested and had an expiration date of May 1, 2027.

When was Rajeev K. Goel's Rule 10b5-1 plan adopted?

The Rule 10b5-1 trading plan used for the reported sales was adopted on March 5, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock10/22/2026C34,371A(1)81,795D
Class A Common Stock(2)10/22/2026S(3)50,021D$17.2575(4)31,774D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to buy Class B Common Stock)$2.1510/22/2026M21,871 (5)05/01/2027Class A Common Stock21,871$051,217D
Class B Common Stock(1)10/22/2026M21,871 (1) (1)Class A Common Stock21,871$2.15195,355D
Class B Common Stock(1)10/22/2026C34,371 (1) (1)Class A Common Stock34,371$0160,984D
Class B Common Stock(1) (1) (1)Class A Common Stock581,260581,260ISee footnote(6)
Class B Common Stock(1) (1) (1)Class A Common Stock400,000400,000ISee footnote(7)
Class B Common Stock(1) (1) (1)Class A Common Stock68,61668,616ISee footnote(8)
Class B Common Stock(1) (1) (1)Class A Common Stock308,775308,775ISee footnote(9)
Class B Common Stock(1) (1) (1)Class A Common Stock308,775308,775ISee footnote(9)
Class B Common Stock(1) (1) (1)Class A Common Stock483,784483,784ISee footnote(10)
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 2,343,968 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.
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 5, 2026.
4. Represents the weighted average sale price. The lowest price at which shares were sold was $16.97 and the highest price at which shares were sold was $17.67. 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.
5. The options are fully vested.
6. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
7. 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.
8. 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.
9. 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.
10. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
/s/ Andrew Woods, Attorney-in-Fact10/23/2026
** Signature of Reporting PersonDate
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)

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