PubMatic (PUBM) counsel sells 5,710 shares after RSU vesting

Rhea-AI Filing Summary

PubMatic, Inc. general counsel and secretary Andrew Woods reported several equity compensation transactions. On April 1 and 8, 2026, restricted stock units vested and were settled into Class A common stock, increasing his direct holdings. On April 2, 2026, he sold 5,710 Class A shares in open-market block trades at a weighted average price of $8.1733 per share to cover tax withholding obligations from these RSU vestings. Following the sale, he directly owned 69,882 Class A shares.

Insights

Equity compensation analyst

Routine RSU vesting with tax-related share sale, limited signal.

Andrew Woods, general counsel and secretary of PubMatic, reported RSU vesting that converted into Class A common shares, alongside one open-market sale. Footnotes state each RSU converts into one share for no cash consideration, reflecting standard equity compensation mechanics.

The filing shows 15,823 shares acquired through RSU settlement and 5,710 shares sold at a weighted average of $8.1733 per share. Footnotes clarify the sale was a “sell to cover” transaction to satisfy tax withholding due on the vesting, rather than a discretionary liquidity event.

After the transactions, Woods directly held 69,882 Class A shares, so the tax-related sale represents a relatively small portion of his position. Given its compensation-driven nature and the absence of remaining derivative positions in the excerpt, this looks like routine administration of RSU awards rather than a change in his economic exposure.

Insider Trade Summary

Net Seller: 5,710 shares ($46,670)

Net Sell 7 txns

Insider Woods Andrew

Role GENERAL COUNSEL & SECRETARY

Sold 5,710 shs ($47K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,810	$0.00	--
Sale	Class A Common Stock	5,710	$8.1733	$47K
Exercise	Restricted Stock Unit	4,039	$0.00	--
Exercise	Restricted Stock Unit	1,250	$0.00	--
Exercise	Restricted Stock Unit	3,397	$0.00	--
Exercise	Restricted Stock Units	4,327	$0.00	--
Exercise	Class A Common Stock	15,823	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 30,904 shares (Direct); Class A Common Stock — 69,882 shares (Direct); Restricted Stock Units — 64,904 shares (Direct)

Footnotes (1)

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. 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 $7.98 to $8.27, 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. 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. 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. RSUs do not expire; they either vest or are canceled prior to the vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2024, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2025, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2026, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Key Figures

Shares sold: 5,710 shares Weighted average sale price: $8.1733 per share Shares acquired via RSU settlement: 15,823 shares +2 more

5 metrics

Shares sold 5,710 shares Class A common stock sale on April 2, 2026

Weighted average sale price $8.1733 per share Open-market block trades, range $7.98–$8.27

Shares acquired via RSU settlement 15,823 shares Exercise or conversion of RSUs reported in transaction summary

Post-transaction holdings 69,882 shares Direct Class A common stock held after April 2, 2026 sale

RSU conversion price $0.00 per RSU Each RSU converts into one share for no consideration

Key Terms

Restricted Stock Unit, sell to cover, weighted average price, block trades, +1 more

5 terms

Restricted Stock Unit financial

"Each RSU represents a right to receive one share of the Issuer's Class A Common Stock"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction."

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported in this line item is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

block trades financial

"These shares were sold as part of block trades for multiple security holders of the Issuer"

A block trade is a single, large buy or sell of shares or bonds arranged privately between big traders rather than piecemeal on the public market. Think of it like buying a whole shipment at once instead of many small shopping trips; it lets large holders move big positions with less immediate disruption but can signal strong buying or selling pressure and cause price swings once the trade is known, so investors watch block trades for clues about market sentiment and liquidity.

vesting date financial

"RSUs will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date."

Form 4 Insider Transactions: What Each Field Means →

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
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).

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/01/2026		M		15,823	A	$0	75,592	D
Class A Common Stock	04/02/2026		S(1)		5,710	D	$8.1733(2)	69,882	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)	04/01/2026		M			4,039	(4)	(5)	Class A Common Stock	4,039	$0	8,078	D
Restricted Stock Unit	$0(3)	04/01/2026		M			1,250	(6)	(5)	Class A Common Stock	1,250	$0	3,753	D
Restricted Stock Unit	$0(3)	04/01/2026		M			3,397	(7)	(5)	Class A Common Stock	3,397	$0	23,777	D
Restricted Stock Unit	$0(3)	04/08/2026		M			2,810	(8)	(5)	Class A Common Stock	2,810	$0	30,904	D
Restricted Stock Units	$0(3)	04/01/2026		M			4,327	(9)	(5)	Class A Common Stock	4,327	$0	64,904	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 $7.98 to $8.27, 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 award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

7. The RSUs vested as to 1/16th of the total award on April 1, 2024, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

8. The RSUs vested as to 1/16th of the total award on April 1, 2025, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

9. The RSUs vested as to 1/16th of the total award on April 1, 2026, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

	/s/ Andrew Woods	04/03/2026
	** 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).
** 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 transactions did PubMatic (PUBM) executive Andrew Woods report on this Form 4?

Andrew Woods reported RSU vesting that converted into Class A common stock and one open-market sale. The RSUs settled into shares for no cash cost, while 5,710 shares were then sold in block trades primarily to cover tax withholding obligations tied to these vestings.

How many PubMatic (PUBM) shares did Andrew Woods sell, and at what price?

He sold 5,710 shares of PubMatic Class A common stock. The sale used a weighted average price of $8.1733 per share, with individual block trade prices ranging from $7.98 to $8.27, according to the footnote describing the aggregated trade execution range.

Why did Andrew Woods sell PubMatic (PUBM) shares according to the Form 4 footnotes?

The footnotes state the shares were sold solely to cover tax withholding obligations from RSU vesting. This “sell to cover” approach means part of the newly delivered shares was immediately sold so that tax liabilities associated with the equity compensation could be paid in cash.

How many PubMatic (PUBM) shares does Andrew Woods hold after these transactions?

After the reported RSU settlements and the tax-related sale, Andrew Woods directly holds 69,882 shares of PubMatic Class A common stock. This post-transaction holding figure comes directly from the non-derivative transaction line showing his updated ownership level following the April 2, 2026 sale.

What do the RSU footnotes in the PubMatic (PUBM) Form 4 say about vesting schedules?

The footnotes explain that RSU awards vest in quarterly installments, often starting with an initial vesting of 1/4 or 1/16 of the total. Subsequent 1/16 portions vest quarterly, as long as Andrew Woods continues providing service to PubMatic on each scheduled vesting date.

Do PubMatic (PUBM) RSUs reported by Andrew Woods require cash payment to convert into shares?

No, each RSU represents a right to receive one share of PubMatic Class A common stock for no consideration at settlement. A separate footnote states RSUs do not have an exercise price; they either vest into shares or are canceled before vesting, depending on service conditions.