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4//SEC Filing

Goel Rajeev K. 4

Accession 0001833511-26-000006

CIK 0001422930other
View on SEC.govCompany Profile

Filed

Feb 1, 7:00 PM ET

Accepted

Feb 2, 8:40 PM ET

Size

31.1 KB

Accession

0001833511-26-000006

Research Summary

AI-generated summary of this filing

Updated

PubMatic (PUBM) CEO Rajeev Goel Sells ~65,600 Shares

What Happened

  • Rajeev K. Goel, CEO of PubMatic, received/settled roughly 65,592 shares through option exercise and RSU conversion/settlement (late Jan–early Feb 2026) and then sold all of those shares. He sold 21,592 shares (sell-to-cover for taxes) and 44,000 shares in open-market transactions, producing total reported sale proceeds of about $477,250. Part of the acquisition involved an exercise cost of $1.11 per share on 23,389 shares (total cost $25,962).

Key Details

  • Transaction dates: shares received/converted on 2026-01-29 and 2026-02-02; sales on 2026-01-30 and 2026-02-02.
  • Sale prices: weighted/reported prices ~ $7.32 (21,592 shares; ~$157,982) and $7.26 (44,000 shares; ~$319,268). Total sale proceeds ≈ $477,250.
  • Shares received/settled: ~65,592 shares via exercises/conversions; exercise cash paid on part: 23,389 shares at $1.11 each (≈ $25,962).
  • Shares held after transactions: Mr. Goel holds 2,362,194 shares of Class A and Class B common stock as reported.
  • Notable footnotes: sales to cover tax withholding on RSU settlement (sell-to-cover) (F1); certain sales effected under a Rule 10b5-1 plan (F5); RSU settlement was deferred delivery of an award granted Jan 29, 2021 (F9). Options referenced are fully vested and some awards have specified expiries (F11, F4).
  • Derivative note: reporting includes exercises/conversions of derivative securities (options/RSUs). Some shares were immediately sold to cover withholding (a common, non-bullish administrative action).

Context

  • This filing reflects routine insider activity tied to option/RSU settlement and tax withholding rather than a separate discretionary buy or sell for investment reasons. When insiders sell shares that were just issued on vesting or exercise (especially sell-to-cover), it typically funds tax obligations rather than signaling a view on the stock. Purchases would generally be more informative about insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-01-29
PubMatic, Inc.PUBM
Goel Rajeev K.
DirectorCHIEF EXECUTIVE OFFICER10% Owner
Transactions
  • Exercise/Conversion

    Class A Common Stock

    2026-01-29+42,203→ 42,203 total
  • Sale

    Class A Common Stock

    [F1][F2]
    2026-01-30$7.32/sh−21,592$157,982→ 20,611 total
  • Conversion

    Class A Common Stock

    [F3]
    2026-02-02+23,389→ 44,000 total
  • Sale

    Class A Common Stock

    [F4][F5][F6][F7]
    2026-02-02$7.26/sh−44,000$319,268→ 0 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F8][F9][F10]
    2026-01-29−42,203→ 0 total
    Exercise: $0.00→ Class A Common Stock (42,203 underlying)
  • Exercise/Conversion

    Stock Option (Right to buy Class B Common Stock)

    [F11]
    2026-02-02−23,389→ 245,462 total
    Exercise: $1.11Exp: 2026-07-07→ Class B Common Stock (23,389 underlying)
  • Exercise/Conversion

    Class B Common Stock

    [F3]
    2026-02-02$1.11/sh+23,389$25,962→ 234,373 total
    → Class B Common Stock (23,389 underlying)
  • Conversion

    Class B Common Stock

    [F3]
    2026-02-02−23,389→ 210,984 total
    → Class A Common Stock (23,389 underlying)
Holdings

  • Class B Common Stock

    [F3][F12]
    (indirect: See footnote)
    → Class A Common Stock (581,260 underlying)
    581,260

  • Class B Common Stock

    [F3][F13]
    (indirect: See footnote)
    → Class A Common Stock (400,000 underlying)
    400,000

  • Class B Common Stock

    [F3][F14]
    (indirect: See footnote)
    → Class A Common Stock (68,616 underlying)
    68,616

  • Class B Common Stock

    [F3][F15]
    (indirect: See footnote)
    → Class A Common Stock (308,775 underlying)
    308,775

  • Class B Common Stock

    [F3][F15]
    (indirect: See footnote)
    → Class A Common Stock (308,775 underlying)
    308,775

  • Class B Common Stock

    [F3][F16]
    (indirect: See footnote)
    → Class A Common Stock (483,784 underlying)
    483,784
Footnotes (16)
  • [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 options are fully vested.
  • [F12]These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
  • [F13]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.
  • [F14]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.
  • [F15]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.
  • [F16]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 at prices ranging from $7.25 to $7.37, 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.
  • [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 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 $7.145 and the highest price at which shares were sold was $7.395. 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]Represents shares delivered pursuant to an RSU award granted to the Reporting Person on January 29, 2021, which vested quarterly over four years from June 30, 2021 through December 31, 2024. Delivery of the shares issuable upon settlement was deferred until January 29, 2026 in accordance with the terms of the award agreement and Section 409A of the Internal Revenue Code.
Signature
/s/ Andrew Woods, Attorney-in-Fact|2026-02-02

Documents

1 file

Issuer

PubMatic, Inc.

CIK 0001422930

→
Entity typeother

Related Parties

1
  • filerCIK 0001833511

Filing Metadata

Form type
4
Filed
Feb 1, 7:00 PM ET
Accepted
Feb 2, 8:40 PM ET
Size
31.1 KB
View on SEC.gov