[Form 4] PubMatic, Inc. Insider Trading Activity

Rhea-AI Filing Summary

PubMatic (PUBM) reported insider activity by its Chief Financial Officer. On 10/01/2025, the CFO settled and acquired 30,965 shares of Class A common stock from restricted stock units at $0. Following this, the CFO sold 15,779 shares on 10/02/2025 at a weighted average price of $8.2338 and sold 15,186 shares on 10/03/2025 at $8.3809. After these transactions, the reported beneficial ownership of Class A common stock was 27,026 shares held directly.

The filing notes that a portion of the sales was executed to cover tax withholding upon RSU vesting via a “sell to cover” transaction, and certain sales were effected under a Rule 10b5-1 trading plan adopted on May 28, 2025. RSUs convert to one share each at settlement for no consideration and vest quarterly on stated schedules.

Insights

Insider transactions analyst

Routine Form 4: RSU settlement and planned sales; neutral.

The CFO of PubMatic reported RSU settlements converting into 30,965 shares on 10/01/2025, then open‑market sales of 15,779 shares on 10/02/2025 at a weighted average of $8.2338 and 15,186 shares on 10/03/2025 at $8.3809.

Notes indicate part of the activity was to cover tax withholding from vesting and that a Rule 10b5‑1 plan adopted on May 28, 2025 governed certain sales. These mechanics are typical for equity compensation and planned diversification.

Post‑trade direct beneficial ownership was reported at 27,026 Class A shares. Actual market impact depends on holder decisions and plan execution; this filing alone does not alter the business outlook.

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^*

Pantelick Steven

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		M		30,965	A	$0	57,991	D
Class A Common Stock	10/02/2025		S(1)		15,779	D	$8.2338(2)	42,212	D
Class A Common Stock	10/03/2025		S(3)		15,186	D	$8.3809	27,026	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
Restricted Stock Unit	$0(4)	10/01/2025		M			5,057	(5)	(6)	Class A Common Stock	5,057	$0	5,056	D
Restricted Stock Unit	$0(4)	10/01/2025		M			9,546	(7)	(6)	Class A Common Stock	9,546	$0	47,731	D
Restricted Stock Unit	$0(4)	10/01/2025		M			8,955	(8)	(6)	Class A Common Stock	8,955	$0	80,596	D
Restricted Stock Unit	$0(4)	10/01/2025		M			7,407	(9)	(6)	Class A Common Stock	7,407	$0	96,289	D

Explanation of Responses:

1. The sales reported in this line item 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 this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $8.15 to $8.31, 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 trades.

3. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025.

4. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.

5. The RSUs vested as to 1/16th of the total shares on April 1, 2022, and 1/16th of the total shares vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

6. RSUs do not expire; they either vest or are canceled prior to the vesting date.

7. The RSUs vested as to 1/16th of the total award on April 1, 2023, 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.

8. The RSUs vest as to 1/16th of the total shares on April 1, 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.

9. The RSUs vest as to 1/16th of the total shares on April 1, 2025, 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.

	/s/ Andrew Woods, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
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