Rajeev Goel trades 44k PUBM shares; retains 2.36M stake

Rhea-AI Filing Summary

PubMatic, Inc. (PUBM) – Form 4 insider transaction

On 07/07/2025, CEO, Director and 10% owner Rajeev K. Goel exercised fully-vested options for 11,485 Class B shares at an exercise price of $1.11, automatically converting them to Class A shares. The same day he sold 44,000 Class A shares at a weighted-average price of $12.5314 under a Rule 10b5-1 trading plan adopted 03/02/2025. Gross proceeds were roughly $0.55 million.

After the transactions, the filing discloses that Mr. Goel continues to own 2,362,194 Class A and Class B shares (excluding unexercised or unvested awards) and 346,617 options. Additional holdings are spread across multiple family trusts and custodial accounts as detailed in the footnotes.

The sale represents a small fraction of his total reported ownership and appears to be part of ongoing, pre-scheduled diversification rather than an abrupt reduction in exposure.

Positive

• Sale executed under a pre-established Rule 10b5-1 plan, reducing concerns about opportunistic trading.
• CEO retains a substantial ownership stake of 2,362,194 shares, aligning interests with shareholders.
• Options exercised at $1.11 indicate deep in-the-money value, signalling confidence in long-term equity appreciation.

Negative

• CEO sold 44,000 Class A shares for $12.53 each, representing cashing out of approximately $0.55 M.
• Direct Class A holding decreased by 44,000 shares, marginally reducing immediate insider ownership visibility.

Insights

Securities Analyst

TL;DR: Modest, pre-planned CEO sale; limited signalling impact.

The 44,000-share sale (~$0.55 M) is minor versus Mr. Goel’s >2.3 M-share stake. Execution under a 10b5-1 plan and simultaneous option exercise suggest routine liquidity rather than negative sentiment. No change to overall control structure; multiple trusts retain sizeable Class B positions that convert one-for-one to Class A upon transfer. From a valuation perspective, this filing is informational with negligible earnings or balance-sheet ramifications.

Corporate Governance Expert

TL;DR: Governance-compliant trade; ownership influence unchanged.

The filing demonstrates adherence to Section 16 reporting and Rule 10b5-1 safeguards. Despite the sale, Mr. Goel remains a significant insider with board and executive control, holding >2 M shares plus options. The use of family trusts, custodian accounts and uniform Class B-to-A conversion terms maintains transparency. No red flags emerge regarding fiduciary alignment or concentration risk.

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).

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)
07/07/2025

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	07/07/2025		C		11,485	A	(1)	44,000	D
Class A Common Stock(2)	07/07/2025		S(3)		44,000(4)	D	$12.5314(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	07/07/2025		M			11,485	(6)	07/07/2026	Class B Common Stock	11,485	$0	346,617	D
Class B Common Stock	(1)	07/07/2025		M		11,485		(1)	(1)	Class A Common Stock	11,485	$1.11	222,469	D
Class B Common Stock	(1)	07/07/2025		C			11,485	(1)	(1)	Class A Common Stock	11,485	$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 $12.44 and the highest price at which shares were sold was $12.74. 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	07/09/2025
	** 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).
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

How many PUBM shares did CEO Rajeev Goel sell on 07/07/2025?

He sold 44,000 Class A shares at a weighted-average price of $12.5314.

Was the sale part of a 10b5-1 trading plan?

Yes. Footnote 3 confirms the transaction was executed under a Rule 10b5-1 plan adopted on 03/02/2025.

What is Mr. Goel’s remaining share ownership after the trade?

The filing reports 2,362,194 Class A and Class B shares remaining, excluding unexercised or unvested awards.

At what price were the options exercised?

Options for 11,485 Class B shares were exercised at an exercise price of $1.11 per share.

How many options does the CEO still hold?

After the exercise, 346,617 options remain beneficially owned.

What was the range of sale prices for the disposed shares?

The lowest sale price was $12.44 and the highest was $12.74, per footnote 5.