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4//SEC Filing

Goel Rajeev K. 4

Accession 0001833511-26-000004

CIK 0001422930other
View on SEC.govCompany Profile

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 8:36 PM ET

Size

24.4 KB

Accession

0001833511-26-000004

Research Summary

AI-generated summary of this filing

Updated

PubMatic (PUBM) CEO Rajeev Goel Sells 44,000 Shares

What Happened

  • Rajeev K. Goel, PubMatic's CEO, converted and exercised derivative securities and sold 44,000 shares on January 20, 2026. The filing shows an exercise/conversion that resulted in 44,000 shares acquired at an exercise price of $1.11 (cost $48,840), followed by an open-market sale of those 44,000 shares at an average price of $7.55 for total gross proceeds of $332,059.
  • This sequence (exercise/conversion then immediate sale) is effectively a cashless exercise and sale: the shares were acquired via derivative exercise/conversion and promptly disposed of in the market. This is a sale (routine monetization) rather than a purchase signal.

Key Details

  • Transaction date: January 20, 2026.
  • Exercise/acquisition: 44,000 shares acquired at $1.11 per share (aggregate $48,840).
  • Sale: 44,000 shares sold at a weighted average price of $7.55 (~range $7.465–$7.665), gross proceeds $332,059.
  • Shares held after transaction: 2,362,194 shares of Class A and Class B common stock (per filing footnote).
  • Notes from the filing: sales were effected pursuant to a Rule 10b5-1 trading plan (footnote F3); some securities were moved to and sold by The Goel Family Trust (F4); Class B shares convert to Class A on transfer (F1). The filing also includes trust-related disclaimers about beneficial ownership (F10, F11).
  • Option status: options involved were fully vested (F6).
  • Filing timeliness: Report filed Jan 22, 2026 for a Jan 20 transaction — filing appears timely.

Context

  • For retail investors: this was a liquidation by the CEO after exercising/converting derivatives. Such sales can be routine (to raise cash or satisfy tax obligations) and do not necessarily signal a change in view on the company.
  • Derivative explanation: the filing shows both conversion of Class B shares and exercise of derivative/options — meaning the insider converted or exercised rights into common stock and then sold those shares the same day. Trust transfers and 10b5-1 planning noted in footnotes indicate these transactions were structured and planned in advance.

Insider Transaction Report

Form 4
Period: 2026-01-20
PubMatic, Inc.PUBM
Goel Rajeev K.
DirectorCHIEF EXECUTIVE OFFICER10% Owner
Transactions
  • Conversion

    Class A Common Stock

    [F1]
    2026-01-20+44,000→ 44,000 total
  • Sale

    Class A Common Stock

    [F2][F3][F4][F5]
    2026-01-20$7.55/sh−44,000$332,059→ 0 total
  • Exercise/Conversion

    Stock Option (Right to buy Class B Common Stock)

    [F6]
    2026-01-20−44,000→ 268,851 total
    Exercise: $1.11Exp: 2026-07-07→ Class B Common Stock (44,000 underlying)
  • Exercise/Conversion

    Class B Common Stock

    [F1]
    2026-01-20$1.11/sh+44,000$48,840→ 254,984 total
    → Class B Common Stock (44,000 underlying)
  • Conversion

    Class B Common Stock

    [F1]
    2026-01-20−44,000→ 210,984 total
    → Class A Common Stock (44,000 underlying)
Holdings

  • Class B Common Stock

    [F1][F7]
    (indirect: See footnote)
    → Class A Common Stock (581,260 underlying)
    581,260

  • Class B Common Stock

    [F1][F8]
    (indirect: See footnote)
    → Class A Common Stock (400,000 underlying)
    400,000

  • Class B Common Stock

    [F1][F9]
    (indirect: See footnote)
    → Class A Common Stock (68,616 underlying)
    68,616

  • Class B Common Stock

    [F1][F10]
    (indirect: See footnote)
    → Class A Common Stock (308,775 underlying)
    308,775

  • Class B Common Stock

    [F1][F10]
    (indirect: See footnote)
    → Class A Common Stock (308,775 underlying)
    308,775

  • Class B Common Stock

    [F1][F11]
    (indirect: See footnote)
    → Class A Common Stock (483,784 underlying)
    483,784
Footnotes (11)
  • [F1]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.
  • [F10]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.
  • [F11]These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]Represents the weighted average sale price. The lowest price at which shares were sold was $7.465 and the highest price at which shares were sold was $7.665. 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.
  • [F6]The options are fully vested.
  • [F7]These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
  • [F8]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.
  • [F9]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.
Signature
/s/ Andrew Woods, Attorney-in-Fact|2026-01-22

Documents

1 file

Issuer

PubMatic, Inc.

CIK 0001422930

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Entity typeother

Related Parties

1
  • filerCIK 0001833511

Filing Metadata

Form type
4
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 8:36 PM ET
Size
24.4 KB
View on SEC.gov