PubMatic Form 4: General Counsel retains 44k shares, sells 4k for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
PubMatic, Inc. (PUBM) – Form 4 insider filing (07/03/2025)
General Counsel & Secretary Andrew Woods reported routine equity activity tied to restricted stock unit (RSU) vesting:
- 11,496 Class A shares were acquired on 07/01/2025 through automatic RSU settlement (transaction code M) at $0 cost.
- 4,084 shares were immediately sold on 07/02/2025 at a weighted-average $12.5633 to cover statutory tax-withholding obligations via a “sell-to-cover” arrangement.
- Post-transactions, Woods’ direct ownership stands at 44,130 Class A shares; he also retains unvested RSUs representing the right to acquire an additional 100,000-plus shares across four award buckets (20,195; 7,505; 33,967; 39,333 units).
The filing reflects scheduled vesting under previously granted equity awards rather than discretionary buying or selling. No new option grants, open-market purchases, or substantive disposals were disclosed.
Positive
- Net increase of 7,412 directly held shares after tax-related sale indicates insider maintains and grows equity stake.
- Large unvested RSU balance (≈100k shares) keeps management incentives aligned with long-term shareholder value.
Negative
- 4,084 shares sold (though for withholding) could be perceived as minor insider selling signal.
Insights
TL;DR: Routine RSU vesting; minimal sell-to-cover; neutral impact.
Woods’ Form 4 shows standard quarterly RSU vesting. The 4,084-share sale is tax-driven and represents <0.1% of PubMatic’s average daily volume, signalling no shift in sentiment. Retained ownership rises by roughly 7,400 net shares, and sizable unvested RSU inventory aligns incentives with shareholders. Absent discretionary selling or new equity grants, the filing is considered operationally neutral and offers limited investment signal.
Insider Trade Summary
Net Seller: 4,084 shares ($51,309)
Net Sell
6 txns
Insider
Woods Andrew
Role
GENERAL COUNSEL & SECRETARY
Sold
4,084 shs ($51K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 4,084 | $12.5633 | $51K |
| Exercise | Restricted Stock Unit | 4,039 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 1,251 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 3,397 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 2,809 | $0.00 | -- |
| Exercise | Class A Common Stock | 11,496 | $0.00 | -- |
Holdings After Transaction:
Class A Common Stock — 44,130 shares (Direct);
Restricted Stock Unit — 20,195 shares (Direct)
Footnotes (1)
- 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. 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 $12.23 to $12.71, 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. 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. The RSUs vested as to 1/4 of the total award on October 1, 2023 and 1/16th of the RSUs will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. RSUs do not expire; they either vest or are canceled prior to the vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vest as to 1/16th of the total shares on April 1, 2024, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vest as to 1/16th of the total shares on April 1, 2025, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
FAQ
Do the reported RSUs have an exercise price?
No. Each RSU converts to one Class A share at $0 cost upon vesting.
When do the remaining RSUs vest?
They vest quarterly, generally in 1/16-increments after initial vesting dates (Oct 1 2023, Apr 1 2023, Apr 1 2024, Apr 1 2025).