PubMatic Form 4: General Counsel retains 44k shares, sells 4k for taxes

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

Senior Securities Analyst

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.

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

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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^*

Woods Andrew

(Last) (First) (Middle)

C/O PUBMATIC, INC.

601 MARSHALL STREET

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PubMatic, Inc. [ PUBM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GENERAL COUNSEL & SECRETARY

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/01/2025		M		11,496	A	$0	48,214	D
Class A Common Stock	07/02/2025		S(1)		4,084	D	$12.5633(2)	44,130	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
Restricted Stock Unit	$0(3)	07/01/2025		M			4,039	(4)	(5)	Class A Common Stock	4,039	$0	20,195	D
Restricted Stock Unit	$0(3)	07/01/2025		M			1,251	(6)	(5)	Class A Common Stock	1,251	$0	7,505	D
Restricted Stock Unit	$0(3)	07/01/2025		M			3,397	(7)	(5)	Class A Common Stock	3,397	$0	33,967	D
Restricted Stock Unit	$0(3)	07/01/2025		M			2,809	(8)	(5)	Class A Common Stock	2,809	$0	39,333	D

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. RSUs do not expire; they either vest or are canceled prior to the vesting date.

6. 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.

7. 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.

8. 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.

	/s/ Andrew Woods	07/03/2025
	** Signature of Reporting Person	Date
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FAQ

How many PubMatic (PUBM) shares did Andrew Woods acquire?

11,496 Class A shares were acquired through RSU conversion on 07/01/2025.

Why were 4,084 PUBM shares sold on 07/02/2025?

The shares were sold solely to cover tax withholding stemming from RSU vesting, as noted in the filing.

What is Andrew Woods’ PUBM share ownership after the Form 4 transactions?

He directly owns 44,130 Class A shares following the reported activity.

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).