PubMatic insider sale: Rajeev Goel 44k shares; 10b5-1 plan disclosed
Rhea-AI Filing Summary
Rajeev K. Goel, PubMatic, Inc. CEO, director and reported ~10% owner, filed a Form 4 reporting transactions dated 09/02/2025. The filing shows an acquisition entry of 44,000 shares of Class A common stock (non-derivative) and a sale of 44,000 shares at a weighted-average price of $8.4484, with the sale effected pursuant to a Rule 10b5-1 trading plan adopted March 2, 2025.
The report discloses related transfers of shares to The Goel Family Trust and notes that following the reported sales Mr. Goel holds 2,362,194 shares of Class A and Class B common stock (excluding unvested/vested-but-unexercised option amounts). The filing also records option activity: 44,000 options with a $1.11 exercise price that are fully vested and expire on 07/07/2026. The form is signed by an attorney-in-fact on 09/04/2025.
Positive
- Use of a Rule 10b5-1 trading plan for the sales, indicating transactions were pre-arranged and not opportunistic
- Clear disclosure of post-transaction beneficial ownership (2,362,194 shares) and option expiry date (07/07/2026)
- Footnotes explain transfers to family trusts and disclaimers of beneficial ownership where applicable, enhancing transparency
Negative
- Disposition of 44,000 shares was executed, resulting in realized sales at a weighted-average price of $8.4484
- Transfers to related trusts and subsequent sales may create perceived insider liquidity despite being under a 10b5-1 plan
Insights
TL;DR: Insider exercise and subsequent sale under a 10b5-1 plan; modest realized proceeds at ~$8.45 average price.
The filing documents an option exercise/related conversion and the sale of 44,000 shares at a weighted-average price of $8.4484, executed under a pre-established Rule 10b5-1 plan. The disclosure clarifies post-transaction beneficial ownership of 2,362,194 shares, excluding unvested awards. For analysts, this is routine insider liquidity rather than an unplanned disposal: the use of a 10b5-1 plan and transfers to a family trust indicate pre-arranged execution and planning. The reported option batch is fully vested and expires 07/07/2026, which may influence potential future share supply if exercised and sold.
TL;DR: Proper disclosure of exercised options, trust transfers and Rule 10b5-1 sales; governance procedures appear followed.
The Form 4 includes detailed footnotes describing transfers to family trusts, disclaimers of beneficial ownership for certain trust-held shares, and explicit statement that the sales were effected pursuant to a 10b5-1 trading plan adopted 03/02/2025. The report also provides the weighted-average sale price range and offers to furnish per-price sale details upon request, which supports transparency. Signature by an attorney-in-fact is properly disclosed. From a governance perspective, the filing adheres to Section 16 reporting norms and documents pre-planned insider trading safeguards.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to buy Class B Common Stock) | 44,000 | $0.00 | -- |
| Exercise | Class B Common Stock | 44,000 | $1.11 | $49K |
| Conversion | Class B Common Stock | 44,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 44,000 | $0.00 | -- |
| Sale | Class A Common Stock | 44,000 | $8.4484 | $372K |
| 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 | -- | -- | -- |
Footnotes (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 July 7, 2026. 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. 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 $8.325 and the highest price at which shares were sold was $8.585. 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.
