STOCK TITAN

PubMatic (PUBM) CAO sells shares in tax-withholding trade

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

PubMatic, Inc. (PUBM) reported insider equity activity by Chief Accounting Officer Lisa Gimbel. On May 18, 2026, she sold 1,396 shares of Class A Common Stock at a weighted average price of $17.0397 per share in a block trade to cover tax withholding obligations from RSU vesting. On August 15, 2026, a total of 3,762 Restricted Stock Units (RSUs) vested and converted into the same number of Class A shares at no cash cost, in four tranches of 1,395; 772; 801; and 794 RSUs, under multi-year quarterly vesting schedules.

Positive

  • None.

Negative

  • None.
Insider Gimbel Lisa
Role CHIEF ACCOUNTING OFFICER
Sold 1,396 shs ($24K)
Approx. gross sale proceeds $24K
Type Security Shares Price Value
Exercise Restricted Stock Units F3, F4, F5 1,395 $0.00 $0.00
Exercise Restricted Stock Units F3, F6, F5 772 $0.00 $0.00
Exercise Restricted Stock Units F3, F7, F5 801 $0.00 $0.00
Exercise Restricted Stock Units F3, F8, F5 794 $0.00 $0.00
Exercise Class A Common Stock 1,395 $0.00 $0.00
Exercise Class A Common Stock 772 $0.00 $0.00
Exercise Class A Common Stock 801 $0.00 $0.00
Exercise Class A Common Stock 794 $0.00 $0.00
Sale Class A Common Stock F1, F2 1,396 $17.0397 $24K
Holdings After Transaction: Restricted Stock Units — 29,354 shares (Direct); Class A Common Stock — 18,323 shares (Direct)
Footnotes (8)
  1. F1. The sales reported on this line 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. F2. The price reported in Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer at prices ranging from $16.84 to $17.37, 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 trade.
  3. F3. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.
  4. F4. The RSUs vest as to 1/4 of the total shares on August 15, 2024, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
  5. F5. RSUs do not expire; they either vest or are canceled prior to the vesting date.
  6. F6. The RSUs vest as to 1/16 of the total shares quarterly beginning on May 15, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
  7. F7. The RSUs vest as to 1/16 of the total shares quarterly beginning on May 15, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
  8. F8. The RSUs vest as to 1/16 of the total shares quarterly beginning on May 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Shares sold 1,396 shares Class A Common Stock sale by officer on May 18, 2026
Weighted average sale price $17.0397 per share Sale of 1,396 Class A shares in block trade
Block trade price range $16.84–$17.37 per share Price range for the 1,396-share tax-withholding sale
Total RSUs vested and converted 3,762 RSUs/shares RSU vestings on August 15, 2026 converting to Class A Common Stock
RSU tranche 1 1,395 units RSUs vesting under schedule with 1/4 on August 15, 2024 then 1/16 quarterly
RSU tranche 2 772 units RSUs vesting 1/16 quarterly beginning May 15, 2024
RSU tranche 3 801 units RSUs vesting 1/16 quarterly beginning May 15, 2025
RSU tranche 4 794 units RSUs vesting 1/16 quarterly beginning May 15, 2026
Restricted Stock Units financial
"Each RSU represents a right to receive one share"
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.
sell to cover financial
"sales were to satisfy tax withholding obligations to be funded by a "sell to cover""
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 Column 4 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 trade financial
"These shares were sold as part of a block trade for multiple security holders"
A block trade is a large, privately arranged sale or purchase of a company's shares or bonds between big investors, often negotiated to avoid upsetting the public market price. Think of it like selling a truckload of goods directly to one buyer instead of unloading it on a busy street — it moves a lot of supply at once and can signal shifting demand, affect immediate liquidity, and influence short-term stock prices.
vesting financial
"The RSUs vest as to 1/4 of the total shares on August 15, 2024"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What insider transactions did PUBM’s Chief Accounting Officer report in this Form 4?

Lisa Gimbel reported multiple RSU vestings totaling 3,762 units converting into Class A Common Stock and a sale of 1,396 shares. The sale was executed to cover tax withholding obligations related to RSU vesting.

How many PubMatic (PUBM) shares did the officer sell and at what price?

On May 18, 2026, the officer sold 1,396 shares of PUBM Class A Common Stock at a weighted average price of $17.0397 per share, within a block-trade price range from $16.84 to $17.37.

Were the PUBM insider share sales part of a sell-to-cover for taxes?

Yes. The filing states the 1,396-share sale was made to cover tax withholding obligations in connection with vesting and settlement of RSUs, funded through a “sell to cover” transaction rather than a discretionary sale for portfolio reasons.

How many Restricted Stock Units vested for the PUBM officer and when?

On August 15, 2026, 3,762 RSUs vested for the officer in four tranches of 1,395; 772; 801; and 794 units. Each RSU converts into one share of PubMatic Class A Common Stock for no cash consideration at vesting.

What are the vesting schedules of the RSUs reported by PUBM’s officer?

The RSUs vest under quarterly schedules, including grants that vest 1/4 on August 15, 2024 with 1/16 quarterly thereafter, and others vesting 1/16 quarterly beginning on May 15, 2024, May 15, 2025, and May 15, 2026, contingent on continued service.

Did the RSU vestings for PUBM’s officer require any exercise price?

No. The filing specifies that each RSU represents a right to receive one share of PubMatic’s Class A Common Stock at vesting for no consideration, meaning there is no exercise price payable in cash by the officer at conversion.

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SEC Form 4
FORM 4UNITED 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*
Gimbel Lisa

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF ACCOUNTING OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/15/2026M1,395A$015,956D
Class A Common Stock08/15/2026M772A$016,728D
Class A Common Stock08/15/2026M801A$017,529D
Class A Common Stock08/15/2026M794A$018,323D
Class A Common Stock05/18/2026S(1)1,396D$17.0397(2)16,927D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)08/15/2026M1,395 (4) (5)Class A Common Stock1,395$05,580D
Restricted Stock Units(3)08/15/2026M772 (6) (5)Class A Common Stock772$04,636D
Restricted Stock Units(3)08/15/2026M801 (7) (5)Class A Common Stock801$08,013D
Restricted Stock Units(3)08/15/2026M794 (8) (5)Class A Common Stock794$011,125D
Explanation of Responses:
1. The sales reported on this line 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 Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer at prices ranging from $16.84 to $17.37, 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 trade.
3. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.
4. The RSUs vest as to 1/4 of the total shares on August 15, 2024, and 1/16th of the total shares 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 vest as to 1/16 of the total shares quarterly beginning on May 15, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
7. The RSUs vest as to 1/16 of the total shares quarterly beginning on May 15, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
8. The RSUs vest as to 1/16 of the total shares quarterly beginning on May 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
/s/ Andrew Woods, Attorney-in-Fact08/18/2026
** Signature of Reporting PersonDate
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)