PubMatic CEO sells 40,373 shares, exercises options

Both of Goel's reported sales were under a Rule 10b5-1 plan adopted March 5, 2026.

Rhea-AI Filing Summary

PubMatic, Inc. Chief Executive Officer Rajeev K. Goel exercised options on September 24, 2026, to acquire 21,870 Class B shares at $2.15 per share; his reported option balance afterward was 73,088 shares. He also reported a conversion of a derivative security into 34,370 Class A shares. That day, he sold 10,080 Class A shares at a weighted-average $18.0516 per share and 40,373 at a weighted-average $18.5439 per share; both sales were under a Rule 10b5-1 trading plan adopted March 5, 2026. Following the sales reported with the 40,373-share line item, Goel held 2,324,694 Class A and Class B shares, excluding vested but unexercised options, unvested options, and unvested restricted stock units. Separate indirect Class B positions list underlying Class A share counts of 581,260 for securities held as custodian for his children, 400,000 in The Goel Heritage Trust, 68,616 in The Goel Family Gift Trust, 308,775 in a trust for a child, and 483,784 in The Goel Family Trust. Goel disclaims beneficial ownership of the Heritage, Gift, and child-benefit trust holdings except to the extent of any pecuniary interest. The exercised award expires May 1, 2027.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 12 txns

Insider Goel Rajeev K.

Role CHIEF EXECUTIVE OFFICER

Sold 50,453 shs ($931K)

Approx. gross sale proceeds $931K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to buy Class B Common Stock) F6	21,870	$0.00	$0.00
Exercise	Class B Common Stock F1	21,870	$2.15	$47K
Conversion	Class A Common Stock F1	34,370	--	--
Sale	Class A Common Stock F2, F3	10,080	$18.0516	$182K
Sale	Class A Common Stock F4, F2, F5	40,373	$18.5439	$749K
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, F10	--	--	--
holding	Class B Common Stock F1, F10	--	--	--
holding	Class B Common Stock F1, F11	--	--	--
Conversion	Class B Common Stock F1	34,370	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to buy Class B Common Stock) — 73,088 contracts (Direct); Class B Common Stock — 381,338 contracts (Direct); Class A Common Stock — 0 shares (Direct); Class B Common Stock — 2,151,210 contracts (Indirect, See footnote)

Footnotes (11)

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. 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.
3. F3. Represents the weighted average sale price. The lowest price at which shares were sold was $17.41 and the highest price at which shares were sold was $18.40. 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.
4. F4. Following the sales reported in this line item, Mr. Goel holds 2,324,694 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 May 1 ,2027.
5. F5. Represents the weighted average sale price. The lowest price at which shares were sold was $18.41 and the highest price at which shares were sold was $18.70. 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. F6. The options are fully vested.
7. F7. 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. F8. 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. F9. 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. F10. 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. F11. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

Key Figures

First Class A sale: 10,080 shares First sale weighted-average price: $18.0516 per share Second Class A sale: 40,373 shares +5 more

8 metrics

First Class A sale 10,080 shares September 24, 2026

First sale weighted-average price $18.0516 per share 10,080-share Class A sale on September 24, 2026

Second Class A sale 40,373 shares September 24, 2026

Second sale weighted-average price $18.5439 per share 40,373-share Class A sale on September 24, 2026

Options exercised 21,870 shares Class B shares acquired September 24, 2026

Option exercise price $2.15 per share Options exercised September 24, 2026

Option balance after exercise 73,088 shares Reported following the September 24, 2026 exercise

Class A and Class B shares held 2,324,694 shares Following the sales reported with the 40,373-share line item; excludes vested but unexercised options, unvested options, and unvested restricted stock units

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, fully vested, California Uniform Transfers to Minors Act

4 terms

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."

California Uniform Transfers to Minors Act regulatory

"under the California Uniform Transfers to Minors Act."

FAQ

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

How many PUBM shares did CEO Rajeev K. Goel sell?

On September 24, 2026, Goel sold 10,080 Class A shares at a weighted-average $18.0516 per share and 40,373 Class A shares at a weighted-average $18.5439 per share. Both sales were made under a Rule 10b5-1 trading plan adopted March 5, 2026.

What PUBM options did CEO Rajeev K. Goel exercise?

On September 24, 2026, Goel exercised fully vested options to acquire 21,870 Class B shares at $2.15 per share; the award expires May 1, 2027.

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

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Available on EDGAR 09/25/2026 - 07:01 PM Accepted by SEC EDGAR 09/25/2026 - 07:00 PM Learn about SEC filing dates

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)
09/24/2026

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	09/24/2026		C		34,370	A	(1)	50,453	D
Class A Common Stock	09/24/2026		S(2)		10,080	D	$18.0516(3)	40,373	D
Class A Common Stock(4)	09/24/2026		S(2)		40,373	D	$18.5439(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)	$2.15	09/24/2026		M			21,870	(6)	05/01/2027	Class A Common Stock	21,870	$0	73,088	D
Class B Common Stock	(1)	09/24/2026		M		21,870		(1)	(1)	Class A Common Stock	21,870	$2.15	207,854	D
Class B Common Stock	(1)	08/07/2026		C			34,370	(1)	(1)	Class A Common Stock	34,370	$0	173,484	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. 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.

3. Represents the weighted average sale price. The lowest price at which shares were sold was $17.41 and the highest price at which shares were sold was $18.40. 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.

4. Following the sales reported in this line item, Mr. Goel holds 2,324,694 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 May 1 ,2027.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $18.41 and the highest price at which shares were sold was $18.70. 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	09/25/2026
	** 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)