PubMatic (NASDAQ: PUBM) CEO sells shares, still holds 2,375,148
Rhea-AI Filing Summary
PubMatic, Inc. (PUBM) insider Rajeev K. Goel, the chief executive officer and a director, reported option exercises, share conversions, and a sale of Class A common stock. On 2026-08-20 he exercised fully vested options for 21,871 shares at $2.15 per share, leaving 94,958 options outstanding under that award expiring on May 1, 2027. He converted 34,371 shares of Class B common stock into an equal number of Class A shares, then sold 49,980 Class A shares at a weighted average price of $16.4918 (range $16.32–$16.74) pursuant to a Rule 10b5-1 trading plan adopted on March 5, 2026. After these sales, he held a total of 2,375,148 shares of Class A and Class B common stock, excluding options and unvested equity awards, with additional indirect holdings through various family trusts and custodial accounts.
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Insights
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Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
11 txns
Insider
Goel Rajeev K.
Role
CHIEF EXECUTIVE OFFICER
Sold
49,980 shs ($824K)
Approx. gross sale proceeds
$824K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to buy Class B Common Stock) F5 | 21,871 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 21,871 | $2.15 | $47K |
| Conversion | Class B Common Stock F1 | 34,371 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1 | 34,371 | -- | -- |
| Sale | Class A Common Stock F2, F3, F4 | 49,980 | $16.4918 | $824K |
| holding | Class B Common Stock F1, F6 | -- | -- | -- |
| holding | Class B Common Stock F1, F7 | -- | -- | -- |
| holding | Class B Common Stock F1, F8 | -- | -- | -- |
| holding | Class B Common Stock F1, F9 | -- | -- | -- |
| holding | Class B Common Stock F1, F9 | -- | -- | -- |
| holding | Class B Common Stock F1, F10 | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to buy Class B Common Stock) — 94,958 shares (Direct);
Class B Common Stock — 185,984 shares (Direct);
Class A Common Stock — 16,083 shares (Direct);
Class B Common Stock — 2,151,210 shares (Indirect, See footnote)
Footnotes (10)
- F1. 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.
- F2. Following the sales reported in this line item, Mr. Goel holds 2,375,148 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.
- F3. 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.
- F4. Represents the weighted average sale price. The lowest price at which shares were sold was $16.32 and the highest price at which shares were sold was $16.74. 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.
- F5. The options are fully vested.
- F6. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
- F7. 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.
- F8. 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.
- F9. 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.
- F10. These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
Key Figures
Stock options exercised: 21,871 shares at $2.15 per share
Options remaining under award: 94,958 options
Class A shares sold: 49,980 shares at $16.4918 weighted average price
+3 more
6 metrics
Stock options exercised
21,871 shares at $2.15 per share
Options exercised by Rajeev Goel on 2026-08-20
Options remaining under award
94,958 options
Options remaining after exercise; award expires May 1, 2027
Class A shares sold
49,980 shares at $16.4918 weighted average price
Open-market or private sale on 2026-08-20
Sale price range
$16.32–$16.74 per share
Lowest and highest prices for the 49,980 Class A shares sold
Shares converted from Class B to Class A
34,371 shares
Conversion of Class B common stock into Class A on 2026-08-20
Total shares held after transactions
2,375,148 shares
Combined Class A and Class B holdings after sales, excluding unvested and option awards
Key Terms
Rule 10b5-1 trading plan, weighted average sale price, Class B common stock, pecuniary interest, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan"
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"
Class B common stock financial
"Each share of Class B common stock held by the Issuer's executive officers"
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.
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest"
California Uniform Transfers to Minors Act regulatory
"held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act"
FAQ
What did PubMatic (PUBM) CEO Rajeev Goel report in this Form 4?
He reported exercising 21,871 stock options at $2.15 per share, converting 34,371 Class B shares into Class A, and selling 49,980 Class A shares at a weighted average price of $16.4918 on 2026-08-20.
Were Rajeev Goel’s PUBM stock sales under a Rule 10b5-1 plan?
Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Rajeev Goel on March 5, 2026, indicating the trades were pre-arranged under that plan.
How many PubMatic options does Rajeev Goel still have from the exercised award?
Following the exercise of 21,871 options reported in this filing, Rajeev Goel has 94,958 stock options remaining under that option award, which expires on May 1, 2027.
What conversions between PubMatic Class B and Class A stock were reported?
He reported the conversion of 34,371 shares of Class B common stock into 34,371 shares of Class A common stock. Footnotes state that each Class B share held by certain insiders automatically converts into one Class A share upon transfer, subject to limited exceptions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
