[Form 4] PubMatic, Inc. Insider Trading Activity

Rhea-AI Filing Summary

PubMatic, Inc. (PUBM) Form 4 summary: Lisa Gimbel, Chief Accounting Officer, reported the vesting and settlement of multiple restricted stock unit awards and a small related sale to cover tax withholding. On August 15, 2025, three RSU vesting events were reported that added 1,395; 773; and 802 shares to her beneficial ownership. After those settlements her reported beneficial holdings increased to 11,160; 7,726; and 11,218 shares across the respective RSU series. On August 18, 2025, she sold 1,062 shares in a block trade at a weighted average price of $8.4081 per share to satisfy tax withholding obligations.

The filing clarifies that each RSU converts to one share on vesting for no consideration and describes the vesting schedules for the different RSU grants. The sale price range for the block trade was $8.30 to $8.515 and the reporting person can provide detailed allocation information on request.

Positive

• Transparent disclosure of RSU vesting amounts, resulting beneficial ownership counts, and sale price range for the block trade
• Routine sell-to-cover used to satisfy tax withholding tied to RSU settlements, which is a standard compensation process
• Vesting schedule details provided for each RSU series, clarifying timing and mechanics of awards

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting with a standard sell-to-cover to meet tax obligations; no unusual governance signals.

The transactions are consistent with common executive compensation mechanics: RSUs vest according to pre-established schedules and the executive sold a portion of shares to cover taxes. The Form 4 discloses vesting amounts, resulting beneficial ownership counts, and the weighted average sale price range for the block trade, supporting transparency. There is no indication of additional related-party transactions or unusual timing in the filing.

Securities Analyst

TL;DR: Modest insider share reduction from a tax-driven sale; transaction size and context suggest neutral investor impact.

The reported sale of 1,062 shares at a weighted average of $8.4081 was explicitly to satisfy tax withholding tied to RSU vesting. The filing shows multiple RSU settlements increasing gross beneficial ownership prior to the sell-to-cover. Given the sale was to cover taxes and not a discretionary liquidation beyond withholding needs, it is unlikely to be materially informative about management's view of firm value.

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
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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^*

Gimbel Lisa

(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)
	CHIEF ACCOUNTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		1,395	A	$0	7,016	D
Class A Common Stock	08/15/2025		M		773	A	$0	7,789	D
Class A Common Stock	08/15/2025		M		802	A	$0	8,591	D
Class A Common Stock	08/18/2025		S(1)		1,062	D	$8.4081(2)	7,529	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 Units	(3)	08/15/2025		M			1,395	(4)	(5)	Class A Common Stock	1,395	$0	11,160	D
Restricted Stock Units	(3)	08/15/2025		M			773	(6)	(5)	Class A Common Stock	773	$0	7,726	D
Restricted Stock Units	(3)	08/15/2025		M			802	(7)	(5)	Class A Common Stock	802	$0	11,218	D

Explanation of Responses:

1. The sales reported on this line 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 Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer at prices ranging from $8.30 to $8.515, 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 trade.

3. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.

4. The RSUs vest as to 1/4 of the total shares on August 15, 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.

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

6. The RSUs vest as to 1/16 of the total shares quarterly beginning on May 15, 2024, 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 May 15, 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, Attorney-in-Fact	08/19/2025
	** 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.

FAQ

What did Lisa Gimbel (PUBM) report on Form 4?

She reported RSU vesting and a sell-to-cover: three RSU settlements on 08/15/2025 and a sale of 1,062 shares on 08/18/2025 to cover taxes.

How many shares were sold and at what price in the Form 4 for PUBM?

1,062 shares were sold as part of a block trade at a weighted average price of $8.4081; trade prices ranged from $8.30 to $8.515.

Did the RSUs increase Lisa Gimbel's beneficial ownership in PUBM?

Yes. The RSU settlements added 1,395; 773; and 802 shares to her reported beneficial holdings across the respective RSU series.

Were the sales discretionary or for tax withholding according to the filing?

For tax withholding. The Form 4 states the shares were sold to satisfy tax withholding obligations related to RSU vesting via a sell-to-cover.

Can more detail on the block trade allocation be obtained?

Yes. The reporting person offered to provide full information on the number of shares sold at each price within the stated range upon request to the issuer or SEC staff.