Goel Rajeev K. 4

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.