PubMatic (NASDAQ: PUBM) CEO Goel logs RSU delivery, option exercise and share sales

Rhea-AI Filing Summary

PubMatic (PUBM) CEO Rajeev K. Goel reported several stock transactions involving Class A and Class B shares. On January 29, 2026, 42,203 Class A shares were delivered upon settlement of restricted stock units, and 21,592 shares were sold at a weighted average price of $7.3167 to cover tax withholding obligations.

On February 2, 2026, fully vested options to buy 23,389 Class B shares at $1.11 per share were exercised, and those shares converted into Class A common stock. That same day, 44,000 Class A shares were sold at a weighted average price of $7.2561 pursuant to a Rule 10b5-1 trading plan and through The Goel Family Trust. Following these transactions, Mr. Goel held 2,362,194 Class A and Class B shares, excluding unexercised options and unvested awards.

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)
01/29/2026

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	01/29/2026		M		42,203	A	$0	42,203	D
Class A Common Stock	01/30/2026		S(1)		21,592	D	$7.3167(2)	20,611	D
Class A Common Stock	02/02/2026		C		23,389	A	(3)	44,000	D
Class A Common Stock(4)	02/02/2026		S(5)		44,000(6)	D	$7.2561(7)	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
Restricted Stock Unit	$0(8)	01/29/2026		M			42,203	(9)	(10)	Class A Common Stock	42,203	$0	0	D
Stock Option (Right to buy Class B Common Stock)	$1.11	02/02/2026		M			23,389	(11)	07/07/2026	Class B Common Stock	23,389	$0	245,462	D
Class B Common Stock	(3)	02/02/2026		M		23,389		(3)	(3)	Class B Common Stock	23,389	$1.11	234,373	D
Class B Common Stock	(3)	02/02/2026		C			23,389	(3)	(3)	Class A Common Stock	23,389	$0	210,984	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	581,260		581,260	I	See footnote(12)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	400,000		400,000	I	See footnote(13)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	68,616		68,616	I	See footnote(14)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	308,775		308,775	I	See footnote(15)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	308,775		308,775	I	See footnote(15)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	483,784		483,784	I	See footnote(16)

Explanation of Responses:

1. The sales reported in this line item 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 at prices ranging from $7.25 to $7.37, 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. Represents the weighted average sale price. The lowest price at which shares were sold was $7.145 and the highest price at which shares were sold was $7.395. 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.

8. 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.

9. Represents shares delivered pursuant to an RSU award granted to the Reporting Person on January 29, 2021, which vested quarterly over four years from June 30, 2021 through December 31, 2024. Delivery of the shares issuable upon settlement was deferred until January 29, 2026 in accordance with the terms of the award agreement and Section 409A of the Internal Revenue Code.

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

11. The options are fully vested.

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

13. 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.

14. 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.

15. 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.

16. 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	02/02/2026
	** 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).
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FAQ

What insider transactions did PUBM CEO Rajeev Goel report on this Form 4?

Rajeev Goel reported RSU share delivery, option exercises, and related share sales. Activity included 42,203 Class A shares from RSUs, an exercise of 23,389 Class B options, and sales of 21,592 and 44,000 Class A shares at weighted average prices above $7.

How many PubMatic (PUBM) shares does Rajeev Goel hold after these transactions?

After the reported transactions, Rajeev Goel held 2,362,194 shares of PubMatic Class A and Class B common stock. This figure excludes any vested but unexercised stock options, unvested options, or unvested restricted stock units as of the filing date.

Were any of the PUBM CEO’s share sales tied to tax withholding obligations?

Yes. A sale of 21,592 Class A shares on January 30, 2026 was conducted to cover tax withholding obligations. These taxes arose from the vesting and settlement of restricted stock units, funded through a “sell to cover” transaction as described in the filing footnotes.

Did Rajeev Goel use a Rule 10b5-1 trading plan for any PubMatic share sales?

Yes. The sale of 44,000 Class A shares on February 2, 2026 was made under a Rule 10b5-1 trading plan. The plan was adopted on March 2, 2025, providing a pre-arranged framework for executing trades according to predetermined instructions.

How were PubMatic Class B and Class A shares treated in Rajeev Goel’s Form 4?

The filing explains each Class B share held by executives and affiliates converts automatically into one Class A share upon transfer, with limited exceptions. On February 2, 2026, exercised Class B option shares converted into Class A common stock before being reflected in subsequent Class A share transactions.

What role do family trusts play in the reported PUBM insider holdings and sales?

Several blocks of PubMatic shares are held through family-related trusts and custodial accounts. One sale of 44,000 Class A shares was executed by The Goel Family Trust, of which Rajeev Goel and his spouse are beneficiaries, as detailed in the footnotes to the Form 4.