PubMatic (PUBM) CEO reports 694,017 RSU grant and 44,000-share sale via trust

Rhea-AI Filing Summary

PubMatic, Inc. CEO Rajeev K. Goel reported several equity transactions involving company stock. He exercised stock options for 44,000 shares of Class B common stock at a $1.11 exercise price and related derivative conversions increased his directly held Class B shares to 254,984 and then 210,984 shares in separate line items.

He also received a grant of 694,017 restricted stock units (RSUs), each representing one share of Class A common stock, scheduled to vest in 16 equal quarterly installments beginning on April 1, 2026, subject to continued service. Separately, 44,000 shares of Class A common stock were sold at a weighted average price of $6.2782 per share, within a range of $6.155 to $6.51.

According to the footnotes, these 44,000 shares were transferred to and sold by The Goel Family Trust under a Rule 10b5-1 trading plan adopted on March 2, 2025. Following these sales, Mr. Goel holds a combined 2,362,194 shares of Class A and Class B common stock, excluding options and unvested equity awards, as of the filing date.

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).

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 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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		C		44,000	A	(1)	44,000	D
Class A Common Stock(2)	02/17/2026		S(3)		44,000(4)	D	$6.2782(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)	$1.11	02/17/2026		M			44,000	(6)	07/07/2026	Class B Common Stock	44,000	$0	201,462	D
Class B Common Stock	(1)	02/17/2026		M		44,000		(1)	(1)	Class B Common Stock	44,000	$1.11	254,984	D
Class B Common Stock	(1)	02/17/2026		C			44,000	(1)	(1)	Class A Common Stock	44,000	$0	210,984	D
Restricted Stock Units	(7)	02/17/2026		A		694,017		(8)	(9)	Class A Common Stock	694,017	$0	694,017	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	581,260		581,260	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	400,000		400,000	I	See footnote(11)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	68,616		68,616	I	See footnote(12)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	308,775		308,775	I	See footnote(13)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	308,775		308,775	I	See footnote(13)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	483,784		483,784	I	See footnote(14)

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 $6.155 and the highest price at which shares were sold was $6.51. 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. Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.

8. The RSUs vest as to 1/16 of the total shares quarterly beginning on April 1, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

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

10. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.

11. 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.

12. 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.

13. 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.

14. 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	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Rajeev Goel reported option exercises, a large RSU grant, and a trust-managed stock sale. He exercised 44,000 options, received 694,017 RSUs, and 44,000 Class A shares were sold by The Goel Family Trust under a Rule 10b5-1 plan.

How many PubMatic (PUBM) RSUs were granted to CEO Rajeev Goel?

He received 694,017 restricted stock units, each representing one share of Class A common stock. The RSUs vest in 16 equal quarterly installments starting April 1, 2026, contingent on his continued service with PubMatic on each vesting date.

What PubMatic (PUBM) share sale was disclosed and who sold the shares?

The filing shows 44,000 shares of Class A common stock sold at a weighted average price of $6.2782. According to the footnotes, these shares were transferred to and sold by The Goel Family Trust, not directly by Rajeev Goel personally.

Was the PubMatic (PUBM) stock sale under a Rule 10b5-1 plan?

Yes. The footnotes state the reported sales were executed under a Rule 10b5-1 trading plan adopted on March 2, 2025. Such plans pre-schedule trades, helping separate personal trading decisions from nonpublic company information.

What is Rajeev Goel’s total PubMatic (PUBM) shareholding after these transactions?

After the reported transactions, he holds 2,362,194 shares of Class A and Class B common stock. This figure excludes vested but unexercised options and all unvested options or RSUs, and is stated as of the date of the filing.

How do the new PubMatic (PUBM) RSUs vest for Rajeev Goel?

The RSUs vest as to 1/16 of the total shares every quarter beginning April 1, 2026. Vesting is conditioned on Mr. Goel continuing to provide services to PubMatic on each scheduled vesting date, or they may be canceled.

What price range applied to the PubMatic (PUBM) stock sale in this Form 4?

The weighted average sale price was $6.2782 per share, with individual trades ranging from $6.155 to $6.51. The reporting person has undertaken to provide full breakdowns of share counts at each price upon request to regulators or shareholders.