Goel Rajeev K. 4

Accession 0001833511-26-000002

CIK 0001422930other

View on SEC.gov Company Profile

Filed

Jan 4, 7:00 PM ET

Accepted

Jan 5, 8:53 PM ET

Size

38.3 KB

Accession

0001833511-26-000002

Insider Transaction Report

Form 4

Period: 2026-01-01

PubMatic, Inc.PUBM

Goel Rajeev K.

DirectorCHIEF EXECUTIVE OFFICER10% Owner

Transactions

Exercise/Conversion
Class A Common Stock
2026-01-01+65,516→ 65,516 total
Sale
Class A Common Stock
2026-01-02$8.61/sh−25,333$218,191→ 40,183 total
Conversion
Class A Common Stock
2026-01-05+3,817→ 44,000 total
Sale
Class A Common Stock
2026-01-05$8.80/sh−44,000$387,319→ 0 total
Exercise/Conversion
Restricted Stock Unit
2026-01-01−11,236→ 0 total
Exercise: $0.00→ Class A Common Stock (11,236 underlying)
Exercise/Conversion
Restricted Stock Unit
2026-01-01−23,042→ 92,170 total
Exercise: $0.00→ Class A Common Stock (23,042 underlying)
Exercise/Conversion
Restricted Stock Unit
2026-01-01−14,411→ 115,283 total
Exercise: $0.00→ Class A Common Stock (14,411 underlying)
Exercise/Conversion
Restricted Stock Unit
2026-01-01−16,827→ 201,923 total
Exercise: $0.00→ Class A Common Stock (16,827 underlying)
Exercise/Conversion
Stock Option (Right to buy Class B Common Stock)
2026-01-05−3,817→ 312,851 total
Exercise: $1.11Exp: 2026-07-07→ Class B Common Stock (3,817 underlying)
Exercise/Conversion
Class B Common Stock
2026-01-05$1.11/sh+3,817$4,237→ 214,801 total
→ Class A Common Stock (3,817 underlying)
Exercise/Conversion
Class B Common Stock
2026-01-05−3,817→ 210,984 total
→ Class A Common Stock (3,817 underlying)

Holdings

Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (581,260 underlying)
581,260
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (40,000 underlying)
400,000
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (68,616 underlying)
68,616
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (308,775 underlying)
308,775
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (308,775 underlying)
308,775
Class B Common Stock
(indirect: See footnote)
→ Class A Common Stock (483,784 underlying)
483,784

Footnotes (19)

[F1]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.
[F10]RSUs do not expire; they either vest or are canceled prior to the vesting date.
[F11]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.
[F12]The RSUs vested 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.
[F13]The RSUs vested 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.
[F14]The options are fully vested.
[F15]These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
[F16]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.
[F17]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.
[F18]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.
[F19]These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
[F2]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 $8.44 to $8.88, 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.
[F3]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.
[F4]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 certain of these shares were exercised expires on July 7, 2026.
[F5]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.
[F6]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.
[F7]Represents the weighted average sale price. The lowest price at which shares were sold was $8.60 and the highest price at which shares were sold was $8.93. 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.
[F8]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.
[F9]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.

Documents

1 file

4
form4-01062026_010113.xmlPrimary

Issuer

PubMatic, Inc.

CIK 0001422930

→

Entity typeother

Related Parties

filerCIK 0001833511

Filing Metadata

Form type: 4
Filed: Jan 4, 7:00 PM ET
Accepted: Jan 5, 8:53 PM ET
Size: 38.3 KB

View on SEC.gov