PubMatic officer sells shares to cover RSU taxes
PubMatic, Inc. chief growth officer Paulina Klimenko reported routine equity compensation activity and related tax sales.
Rhea-AI Filing Summary
PubMatic, Inc. chief growth officer Paulina Klimenko reported routine equity compensation activity and related tax sales. On July 1, 2026, she acquired 33,531 shares of Class A Common Stock through the vesting and settlement of restricted stock units (RSUs) for no cash consideration.
On July 2 and July 6, 2026, she sold a total of 23,923 shares of Class A Common Stock in open-market transactions at weighted average prices of $13.6485 and $13.4185 per share, respectively, to cover tax withholding obligations via a “sell to cover” arrangement under a pre-established Rule 10b5-1 trading plan. Following these transactions, she directly holds 71,044 shares of PubMatic Class A Common Stock.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
7 txns
Insider
Klimenko Paulina
Role
CHIEF GROWTH OFFICER
Sold
23,923 shs ($324K)
Approx. gross sale proceeds
$324K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 9,009 | $13.4185 | $121K |
| Sale | Class A Common Stock | 14,914 | $13.6485 | $204K |
| Exercise | Restricted Stock Unit | 6,584 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 6,485 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 5,363 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 15,099 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 33,531 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit — 317,107 contracts (Direct);
Class A Common Stock — 71,044 shares (Direct)
Footnotes (10)
- F1. 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.
- F2. 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 $13.50 to $13.89, 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.
- F3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 8, 2025.
- F4. The price reported in this line item is a weighted average price. These shares were sold at prices ranging from $13.34 to $13.525, 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.
- F5. 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.
- F6. The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- F7. RSUs do not expire; they either vest or are canceled prior to the vesting date.
- F8. The RSUs vested as to 1/16th of the total award on April 1, 2024, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- F9. The RSUs vested as to 1/16th of the total award on April 1, 2025, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- F10. The RSUs vested as to 1/16th of the total award on April 1, 2026, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Key Figures
Shares sold: 23,923 shares
July 2 sale price: $13.6485 per share
July 6 sale price: $13.4185 per share
+3 more
6 metrics
Shares sold
23,923 shares
Open-market sales on July 2 and July 6, 2026
July 2 sale price
$13.6485 per share
Weighted average price for Class A Common Stock
July 6 sale price
$13.4185 per share
Weighted average price for Class A Common Stock
Shares acquired via RSU settlement
33,531 shares
Class A Common Stock received on July 1, 2026
Post-transaction holdings
71,044 shares
Class A Common Stock held directly after all reported trades
Net share change
-23,923 shares
Net of reported open-market sales in this Form 4
Key Terms
Rule 10b5-1 trading plan, restricted stock units ("RSUs"), sell to cover, Class A Common Stock, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 8, 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.
restricted stock units ("RSUs") financial
"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")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
sell to cover financial
"The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction."
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
Class A Common Stock financial
"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."
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.
weighted average price financial
"The price reported in this line item is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
FAQ
What did PubMatic (PUBM) insider Paulina Klimenko report in this Form 4?
PubMatic chief growth officer Paulina Klimenko reported RSU vesting and related stock sales. She received 33,531 Class A shares from RSUs, then sold 23,923 shares to cover tax withholding obligations under a pre-arranged Rule 10b5-1 trading plan.
Were the PubMatic (PUBM) insider sales discretionary or part of a plan?
The sales were made under a Rule 10b5-1 trading plan adopted May 8, 2025. Such plans pre-schedule trades, indicating these sales were planned rather than timed discretionarily, and were used to satisfy tax withholding obligations on RSU vesting.
What are the key terms of the PubMatic (PUBM) RSUs in this Form 4?
Each RSU converts into one share of Class A Common Stock at settlement for no cash consideration. The RSU awards vest in 1/16th increments on April 1 of a start year and quarterly thereafter, contingent on continued service with PubMatic.
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