STOCK TITAN

PubMatic (PUBM) CEO sells shares under 10b5-1 plan, exercises options

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

PubMatic, Inc. director and CEO Rajeev K. Goel reported a combination of option exercises, conversions and share sales. On June 18, 2026, stock options for 21,871 shares of Class B Common Stock were exercised at an exercise price of $2.15 per share and converted into 21,871 shares of Class A Common Stock.

On the same date, 43,077 shares of Class A Common Stock were sold in open-market transactions at a weighted average price of $11.2953 per share, with individual sale prices ranging from $11.10 to $11.40. According to the footnotes, these securities had been transferred to and were sold by The Goel Family Trust, under a Rule 10b5-1 trading plan adopted on March 5, 2026.

Following these transactions, Mr. Goel holds a total of 2,362,194 shares of PubMatic Class A and Class B Common Stock as of the filing date, excluding vested but unexercised options and unvested equity awards.

Positive

  • None.

Negative

  • None.
Insider Goel Rajeev K.
Role CHIEF EXECUTIVE OFFICER
Sold 43,077 shs ($487K)
Type Security Shares Price Value
Exercise Stock Option (Right to buy Class B Common Stock) 21,871 $0.00 --
Exercise Class B Common Stock 21,871 $2.15 $47K
Conversion Class B Common Stock 21,871 $0.00 --
Conversion Class A Common Stock 21,871 $0.00 --
Sale Class A Common Stock 43,077 $11.2953 $487K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to buy Class B Common Stock) — 298,125 shares (Direct, null); Class B Common Stock — 232,855 shares (Direct, null); Class A Common Stock — 43,077 shares (Direct, null); Class B Common Stock — 581,260 shares (Indirect, See footnote)
Footnotes (1)
  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. 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 May 1, 2027. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 5, 2026. 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. Represents the weighted average sale price. The lowest price at which shares were sold was $11.10 and the highest price at which shares were sold was $11.40. 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. The options are fully vested. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act. 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. 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. 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. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
Shares sold 43,077 shares Class A Common Stock sold on June 18, 2026
Weighted average sale price $11.2953 per share Class A Common Stock sales on June 18, 2026
Sale price range $11.10–$11.40 per share Range of prices for reported share sales
Options exercised 21,871 shares Class B options exercised and converted into Class A on June 18, 2026
Option exercise price $2.15 per share Exercise price of stock options for 21,871 shares
Option expiration May 1, 2027 Expiration date of option award referenced in footnotes
Post-transaction holdings 2,362,194 shares Total Class A and B shares held after sales, as of filing date
Rule 10b5-1 trading plan regulatory
"The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 5, 2026."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average sale price financial
"Represents the weighted average sale price. The lowest price at which shares were sold was $11.10 and the highest price at which shares were sold was $11.40."
California Uniform Transfers to Minors Act regulatory
"These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act."
pecuniary interest financial
"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"
Class B common stock financial
"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"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
derivative security financial
"Conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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 CALIFORNIA 94063

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PubMatic, Inc. [ PUBM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/18/2026C21,871A(1)43,077D
Class A Common Stock(2)06/18/2026S(3)43,077(4)D$11.2953(5)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to buy Class B Common Stock)$2.1506/18/2026M21,871 (6)05/01/2027Class A Common Stock21,871$0298,125D
Class B Common Stock(1)06/18/2026M21,871 (1) (1)Class A Common Stock21,871$2.15232,855D
Class B Common Stock(1)06/18/2026C21,871 (1) (1)Class A Common Stock21,871$0210,984D
Class B Common Stock(1) (1) (1)Class A Common Stock581,260581,260ISee footnote(7)
Class B Common Stock(1) (1) (1)Class A Common Stock400,000400,000ISee footnote(8)
Class B Common Stock(1) (1) (1)Class A Common Stock68,61668,616ISee footnote(9)
Class B Common Stock(1) (1) (1)Class A Common Stock308,775308,775ISee footnote(10)
Class B Common Stock(1) (1) (1)Class A Common Stock308,775308,775ISee footnote(10)
Class B Common Stock(1) (1) (1)Class A Common Stock483,784483,784ISee footnote(11)
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 May 1, 2027.
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 5, 2026.
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 $11.10 and the highest price at which shares were sold was $11.40. 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. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
8. 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.
9. 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.
10. 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.
11. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
/s/ Andrew Woods, Attorney-in-Fact06/22/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did PubMatic (PUBM) CEO Rajeev Goel report?

Rajeev Goel reported exercising options for 21,871 Class B shares, converting them into 21,871 Class A shares, and the sale of 43,077 Class A shares. The sales were executed by The Goel Family Trust under a Rule 10b5-1 trading plan adopted in March 2026.

How many PubMatic (PUBM) shares were sold and at what price?

A total of 43,077 shares of PubMatic Class A Common Stock were sold. The weighted average sale price was $11.2953 per share, with individual transaction prices ranging between $11.10 and $11.40, as disclosed in the filing’s weighted average price footnote.

Were PubMatic (PUBM) CEO Rajeev Goel’s share sales under a Rule 10b5-1 plan?

Yes. The filing states the reported sales were effected under a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2026. Such plans pre-schedule trades, indicating the timing of these sales was determined in advance, rather than decided opportunistically.

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

Following the reported transactions, Rajeev Goel holds 2,362,194 shares of PubMatic Class A and Class B Common Stock. This figure does not include vested but unexercised options, unvested options, or unvested restricted stock units as of the filing date, according to the footnotes.

What stock options did PubMatic (PUBM) CEO Rajeev Goel exercise?

He exercised stock options covering 21,871 shares of Class B Common Stock at an exercise price of $2.15 per share, converting them into 21,871 shares of Class A Common Stock. The filing notes that the option award under which these shares were exercised expires on May 1, 2027.

Who actually sold the PubMatic (PUBM) shares reported in this Form 4?

The filing explains that the securities were transferred by Rajeev Goel to The Goel Family Trust, of which he and his spouse are beneficiaries. The Goel Family Trust then sold the shares in the transactions reported, rather than Goel personally executing the sales.