[Form 4] PubMatic, Inc. Insider Trading Activity

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PubMatic, Inc. CEO Rajeev K. Goel reported an option exercise-and-sale transaction involving 44,000 shares. He exercised fully vested stock options to acquire 44,000 shares of Class B common stock at an exercise price of $1.11 per share, which were converted into 44,000 shares of Class A common stock.

Those 44,000 Class A shares were then sold at a weighted average price of $9.5516 per share, with individual sale prices ranging from $9.43 to $9.645. The sales were effected pursuant to a Rule 10b5-1 trading plan and were carried out by The Goel Family Trust. Following these transactions, Mr. Goel holds 2,362,194 shares of Class A and Class B common stock in total, not including unexercised or unvested equity awards.

Insider Trade Summary 10b5-1

Net Seller: 44,000 shares ($420,270)

Net Sell 11 txns

Insider Goel Rajeev K.

Role CHIEF EXECUTIVE OFFICER

Sold 44,000 shs ($420K)

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	$9.5516	$420K
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) — 7,996 shares (Direct, null); Class B Common Stock — 254,984 shares (Direct, null); Class A Common Stock — 65,206 shares (Direct, null); Class B Common Stock — 581,260 shares (Indirect, See footnote)

Footnotes (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 $9.43 and the highest price at which shares were sold was $9.645. 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

Shares sold: 44,000 shares Weighted average sale price: $9.5516 per share Sale price range: $9.43–$9.645 per share +5 more

8 metrics

Shares sold 44,000 shares Class A common stock sold on transaction date

Weighted average sale price $9.5516 per share Class A sale price, range $9.43–$9.645

Sale price range $9.43–$9.645 per share Lowest and highest prices in reported sales

Option exercise price $1.11 per share Stock option to buy Class B common stock

Shares acquired via option exercise 44,000 shares Class B common stock from exercised options

Post-transaction holdings 2,362,194 shares Total Class A and B held after sales

Remaining option shares 7,996 shares Stock option position after 44,000-share exercise

Option expiration date July 7, 2026 Expiration of option award exercised in this filing

Key Terms

Rule 10b5-1 trading plan, Class B common stock, weighted average sale price, 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.

weighted average sale price financial

"Represents the weighted average sale price. The lowest price at which shares were sold was $9.43 and the highest price at which shares were sold was $9.645."

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."

pecuniary interest financial

"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..."

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 04:08 PM

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^*

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)
05/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/14/2026		C		44,000	A	⁽¹⁾	65,206	D
Class A Common Stock⁽²⁾	05/14/2026		S⁽³⁾		44,000⁽⁴⁾	D	$9.5516⁽⁵⁾	21,206	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to buy Class B Common Stock)	$1.11	05/14/2026		M			44,000	⁽⁶⁾	07/07/2026	Class B Common Stock	44,000	$0	7,996	D
Class B Common Stock	⁽¹⁾	05/14/2026		M		44,000		⁽¹⁾	⁽¹⁾	Class B Common Stock	44,000	$1.11	254,984	D
Class B Common Stock	⁽¹⁾	05/14/2026		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 $9.43 and the highest price at which shares were sold was $9.645. 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	05/15/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did PubMatic (PUBM) CEO Rajeev Goel report in this Form 4?

He reported exercising options for 44,000 shares and selling 44,000 Class A shares. The activity reflects an option exercise-and-sale pattern, documented as part of his overall equity holdings in PubMatic common stock.

How many PubMatic (PUBM) shares were sold and at what price?

A total of 44,000 Class A common shares were sold at a weighted average price of $9.5516 per share. Individual sale prices ranged between $9.43 and $9.645, as detailed in the filing’s weighted average price footnote.

Were the PubMatic (PUBM) CEO’s stock sales under a 10b5-1 trading plan?

Yes, the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 2, 2025. Such pre-arranged plans schedule transactions in advance, providing a structured framework for insider share sales.

Who actually sold the PubMatic (PUBM) shares reported in this Form 4?

The filing states the securities were transferred to The Goel Family Trust and sold by that trust. Rajeev Goel and his spouse are beneficiaries of The Goel Family Trust, which executed the reported share sales.

What are Rajeev Goel’s PubMatic (PUBM) holdings after these transactions?

After the reported sales, he holds 2,362,194 shares of PubMatic Class A and Class B common stock. This figure does not include vested but unexercised options, unvested options, or unvested restricted stock units as of the filing date.

What stock options did the PubMatic (PUBM) CEO exercise in this filing?

He exercised options covering 44,000 shares of Class B common stock at an exercise price of $1.11 per share. The filing notes these options are fully vested and the option award expires on July 7, 2026.