Goel Family Trust linked to PubMatic (PUBM) sells 44K shares after option exercise

Rhea-AI Filing Summary

PubMatic, Inc. chief executive Rajeev K. Goel reported an exercise-and-sell transaction involving 44,000 shares tied to stock options. He exercised fully vested options for 44,000 shares of Class B common stock at an exercise price of $1.11 per share, which were then converted into Class A common stock.

The resulting 44,000 Class A shares were sold by The Goel Family Trust at a weighted average price of $8.723 per share, within a range of $8.59 to $8.85, under a Rule 10b5-1 trading plan adopted on March 2, 2025. Following these sales, Mr. Goel reports holding a total of 2,362,194 shares of Class A and Class B common stock, not including unexercised options or unvested equity awards, while the option award used in this transaction remains outstanding until July 7, 2026.

Insights

Equity compensation and insider-trading analyst

Routine option exercise and pre-planned trust sale with large remaining stake.

The transactions show Rajeev K. Goel exercising fully vested stock options for 44,000 Class B shares at an exercise price of $1.11, converting them into Class A stock, and having those 44,000 Class A shares sold by The Goel Family Trust.

The sale occurred at a weighted average price of $8.723 per share, within an $8.59–$8.85 range, under a Rule 10b5-1 trading plan adopted on March 2, 2025. Such pre-planned trades are typically set in advance and often reflect portfolio diversification or liquidity needs rather than near-term views on the stock.

After these transactions, a footnote states that Mr. Goel still holds 2,362,194 shares of Class A and Class B common stock as of the filing date, excluding unexercised options and unvested awards. Given the relatively small 44,000-share sale versus this total position, the activity appears routine and does not on its own signal a major change in insider sentiment.

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

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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)
03/09/2026

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	03/09/2026		C		44,000	A	(1)	44,000	D
Class A Common Stock(2)	03/09/2026		S(3)		44,000(4)	D	$8.723(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	03/09/2026		M			44,000	(6)	07/07/2026	Class B Common Stock	44,000	$0	157,462	D
Class B Common Stock	(1)	03/09/2026		M		44,000		(1)	(1)	Class B Common Stock	44,000	$1.11	254,984	D
Class B Common Stock	(1)	03/09/2026		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 $8.59 and the highest price at which shares were sold was $8.85. 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	03/11/2026
	** 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.

FAQ

What did PubMatic (PUBM) CEO Rajeev Goel report in this Form 4?

He reported exercising options for 44,000 Class B shares at $1.11, converting them to Class A stock, and a related sale of 44,000 Class A shares by The Goel Family Trust at a weighted average price of $8.723 per share.

How many PubMatic shares were sold and at what price in this filing?

The Goel Family Trust sold 44,000 shares of PubMatic Class A common stock at a weighted average price of $8.723 per share, with individual sale prices ranging between $8.59 and $8.85 according to the reported footnote detail.

Was the PubMatic (PUBM) insider sale by Rajeev Goel pre-planned?

Yes. A footnote states the reported sales were executed under a Rule 10b5-1 trading plan adopted by Rajeev Goel on March 2, 2025, indicating the trades were pre-scheduled rather than timed discretionarily around short-term market developments.

How many PubMatic shares does Rajeev Goel hold after these transactions?

Following the reported option exercises, conversions, and trust sale, a footnote says Rajeev Goel holds 2,362,194 shares of PubMatic Class A and Class B common stock, excluding any vested but unexercised options, unvested options, or unvested restricted stock units as of the filing date.

What options did the PubMatic CEO exercise in this Form 4 filing?

He exercised fully vested stock options to acquire 44,000 shares of PubMatic Class B common stock at an exercise price of $1.11 per share. The footnotes note these options are fully vested and the option award is scheduled to expire on July 7, 2026.

Who actually sold the PubMatic shares associated with Rajeev Goel’s Form 4?

A footnote explains the securities were transferred by Rajeev Goel to The Goel Family Trust, and that the 44,000 PubMatic Class A shares reported in the sale line item were sold by The Goel Family Trust, not directly by Goel personally.