[Form 4] PubMatic, Inc. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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).

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 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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		C		44,000	A	(1)	44,000	D
Class A Common Stock(2)	09/02/2025		S(3)		44,000(4)	D	$8.4484(5)	0	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
Stock Option (Right to buy Class B Common Stock)	$1.11	09/02/2025		M			44,000	(6)	07/07/2026	Class B Common Stock	44,000	$0	170,617	D
Class B Common Stock	(1)	09/02/2025		M		44,000		(1)	(1)	Class A Common Stock	44,000	$1.11	254,984	D
Class B Common Stock	(1)	09/02/2025		C			44,000	(1)	(1)	Class A Common Stock	44,000	$0	210,984	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	581,260		581,260	I	See footnote(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	400,000		400,000	I	See footnote(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	68,616		68,616	I	See footnote(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	308,775		308,775	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	308,775		308,775	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	483,784		483,784	I	See 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 July 7, 2026.

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 2, 2025.

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 $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.

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-Fact	09/04/2025
	** 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).
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FAQ

What insider transactions did PUBM CEO Rajeev Goel report on the Form 4?

The Form 4 reports an acquisition entry of 44,000 Class A shares and a sale of 44,000 shares executed at a weighted-average price of $8.4484 on 09/02/2025.

Were the sales by Rajeev Goel part of a pre-established trading plan (PUBM)?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/02/2025.

How many PubMatic shares does Rajeev Goel beneficially own after the reported transactions?

Following the reported sales, the filing discloses Mr. Goel holds 2,362,194 shares of Class A and Class B common stock, excluding unvested and unexercised options.

Are the reported options exercised or vested and when do they expire?

The filing shows 44,000 options with an exercise price of $1.11 that are fully vested and expire on 07/07/2026.

Who sold the shares and were any trusts involved (PUBM)?

The filing explains certain securities were transferred to The Goel Family Trust, which sold shares as reported; footnotes describe other trust holdings and disclaimers of beneficial ownership.

What was the price range for the shares sold by Rajeev Goel?

The filing reports a weighted-average sale price of $8.4484, with the lowest sale at $8.325 and the highest at $8.585.