PubMatic (NASDAQ: PUBM) director adds shares through RSU grant and conversions

(Neutral)

Form Type

Rhea-AI Filing Summary

PubMatic, Inc. director Shelagh Glaser reported equity compensation activity and RSU settlements, not open‑market trading. On May 29, 2026, she received a grant of 15,839 Restricted Stock Units (RSUs), each representing one share of Class A Common Stock upon settlement. On May 31, 2026, RSUs covering 3,466 and 9,971 shares were converted into Class A Common Stock, and 13,437 Class A shares were reported as acquired from derivative exercises. After these transactions, she held 21,502 Class A shares directly. Footnotes explain that RSUs vest based on time or company events such as annual meetings, death or disability, or a change in control, with some settlements deferred at her election.

Insider Trade Summary

Net Buyer: 13,437 shares

Net Buy 4 txns

Insider Glaser Shelagh

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	9,971	$0.00	$0.00
Exercise	Restricted Stock Units	3,466	$0.00	$0.00
Exercise	Class A Common Stock	13,437	$0.00	$0.00
Grant/Award	Restricted Stock Units	15,839	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 15,839 shares (Direct); Class A Common Stock — 21,502 shares (Direct)

Footnotes (5)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F2. The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Company's annual meeting of stockholders in 2027, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.
F3. RSUs do not expire; they either vest or are cancelled prior to vesting date.
F4. The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Company's annual meeting of stockholders in 2024, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) the third anniversary of the grant date, (ii) the Reporting Person's death or disability, (iii) a change in control of the Issuer, and (iv) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.
F5. Represents RSUs payable in lieu of annual cash fees for Board of Directors and committee service pursuant to the Reporting Person's election under the Issuer's non-employee director compensation policy. The RSUs vested in full on December 31, 2023. The Reporting Person elected to defer settlement of the RSUs until the earliest to occur of (a) the third anniversary of the Grant Date, (b) the Reporting Person's separation from service from the Issuer, and (c) a change in control of the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

Key Figures

Class A shares acquired: 13,437 shares Shares held after transactions: 21,502 shares New RSU grant: 15,839 RSUs +3 more

6 metrics

Class A shares acquired 13,437 shares Acquired via derivative exercises on May 31, 2026

Shares held after transactions 21,502 shares Direct Class A holdings following May 31, 2026 activity

New RSU grant 15,839 RSUs Grant on May 29, 2026, each for one Class A share

RSUs converted (lot 1) 3,466 RSUs Converted into Class A shares on May 31, 2026

RSUs converted (lot 2) 9,971 RSUs Converted into Class A shares on May 31, 2026

Exercise/Conversion transactions 2 transactions Derivative exercises reported with code M

Key Terms

Restricted Stock Units, RSU, change in control of the Issuer, grant, award, or other acquisition, +1 more

5 terms

Restricted Stock Units financial

"The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSU financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share..."

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

change in control of the Issuer financial

"and (d) a change in control of the Issuer."

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/02/2026 - 06:09 PM Accepted by SEC EDGAR 06/02/2026 - 06:09 PM

FAQ

What insider transactions did PubMatic (PUBM) director Shelagh Glaser report?

Shelagh Glaser reported equity compensation-related activity, including an RSU grant and RSU conversions into Class A shares. There were no open-market buys or sells, only derivative exercises and awards tied to her role as a non-employee director.

How many PubMatic (PUBM) Class A shares did Shelagh Glaser acquire in this Form 4?

The filing shows Shelagh Glaser acquiring 13,437 shares of Class A Common Stock through derivative exercises. These shares came from the settlement of previously granted RSUs, rather than any purchase or sale on the open market.

What RSU grant did Shelagh Glaser receive from PubMatic (PUBM)?

She received a grant of 15,839 Restricted Stock Units, each convertible into one Class A share. The RSUs vest in full on the earliest of specified dates or events, including around an annual meeting, death or disability, or a change in control.

How many PubMatic (PUBM) shares does Shelagh Glaser own after these transactions?

After the reported RSU settlements and exercises, Shelagh Glaser directly holds 21,502 shares of PubMatic Class A Common Stock. This figure reflects her position following the May 31, 2026 transactions disclosed in the Form 4.

Do the PubMatic (PUBM) RSUs reported by Shelagh Glaser expire?

The footnotes state that RSUs do not expire; they either vest or are cancelled before vesting. Once vested, shares are delivered upon settlement, which in some cases Glaser elected to defer until specified future events such as a third anniversary or separation from service.

Are Shelagh Glaser’s PubMatic (PUBM) RSUs tied to board service fees?

One footnote explains that certain RSUs were granted in lieu of annual cash fees for board and committee service. These RSUs vested in full on December 31, 2023, with settlement deferred at her election until defined future events or a change in control.

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^*

Glaser Shelagh

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/31/2026		M		13,437	A	$0	21,502	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/29/2026		A		15,839		⁽²⁾	⁽³⁾	Class A Common Stock	15,839	$0	15,839	D
Restricted Stock Units	⁽¹⁾	05/31/2026		M			9,971	⁽⁴⁾	⁽³⁾	Class A Common Stock	9,971	$0	0	D
Restricted Stock Units	⁽¹⁾	05/31/2026		M			3,466	⁽⁵⁾	⁽³⁾	Class A Common Stock	3,466	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

2. The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Company's annual meeting of stockholders in 2027, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

3. RSUs do not expire; they either vest or are cancelled prior to vesting date.

4. The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Company's annual meeting of stockholders in 2024, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) the third anniversary of the grant date, (ii) the Reporting Person's death or disability, (iii) a change in control of the Issuer, and (iv) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

5. Represents RSUs payable in lieu of annual cash fees for Board of Directors and committee service pursuant to the Reporting Person's election under the Issuer's non-employee director compensation policy. The RSUs vested in full on December 31, 2023. The Reporting Person elected to defer settlement of the RSUs until the earliest to occur of (a) the third anniversary of the Grant Date, (b) the Reporting Person's separation from service from the Issuer, and (c) a change in control of the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

	/s/ Andrew Woods, Attorney-in-Fact	06/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR