Goel Rajeev K. 4
4 · PubMatic, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
PubMatic (PUBM) CEO Rajeev Goel Sells 44,000 Shares
What Happened Rajeev K. Goel, PubMatic’s CEO, exercised and converted derivative securities and sold 44,000 shares on Feb 17, 2026. He sold those shares in an open-market transaction at an average price of $6.28, generating $276,241. The filing also shows an exercise/conversion at an exercise price of $1.11 (cost $48,840) related to the same 44,000-share block and several conversion entries reflecting internal derivative-to-common-stock adjustments. Separately, Mr. Goel was granted 694,017 restricted stock units (RSUs) at $0.00 (no cash cost).
Key Details
- Transaction date: February 17, 2026; Form filed Feb 19, 2026 (timely).
- Sale: 44,000 shares sold in open market at $6.28 avg → proceeds $276,241 (per F5, sale prices ranged $6.155–$6.51).
- Option exercise: 44,000 shares exercised at $1.11 → cost $48,840; options are fully vested and expire July 7, 2026 (F6, F2).
- Award: 694,017 RSUs granted at $0.00 (each RSU converts to one share at vesting) (F7).
- Shares held after transactions: 2,362,194 shares of Class A and Class B common stock (does not include unvested awards or some options) (F2).
- Sale executed pursuant to a Rule 10b5-1 trading plan adopted March 2, 2025 (F3).
- Many securities are held in trusts or custodial accounts (F10–F14); Mr. Goel disclaims beneficial ownership of certain trust-held shares except to the extent of any pecuniary interest.
- Vesting schedule for RSUs: 1/16 vests quarterly beginning April 1, 2026; RSUs do not expire (F8, F9).
Context This was a typical insider transaction mix: a taxed/paid exercise of options followed by an immediate or same-day sale under a 10b5-1 plan (often used to avoid timing allegations). The sizeable RSU grant is an acquisition (award) and vests over time, so it is not an immediate increase in tradable shares. These entries include routine conversions of Class B to Class A shares per the company’s conversion rules (F1). The filing appears timely and documents both the cash proceeds from the sale and the outstanding holdings and vesting schedule for newly awarded RSUs.
Insider Transaction Report
- Conversion
Class A Common Stock
[F1]2026-02-17+44,000→ 44,000 total - Sale
Class A Common Stock
[F2][F3][F4][F5]2026-02-17$6.28/sh−44,000$276,241→ 0 total - Exercise/Conversion
Stock Option (Right to buy Class B Common Stock)
[F6]2026-02-17−44,000→ 201,462 totalExercise: $1.11Exp: 2026-07-07→ Class B Common Stock (44,000 underlying) - Exercise/Conversion
Class B Common Stock
[F1]2026-02-17$1.11/sh+44,000$48,840→ 254,984 total→ Class B Common Stock (44,000 underlying) - Conversion
Class B Common Stock
[F1]2026-02-17−44,000→ 210,984 total→ Class A Common Stock (44,000 underlying) - Award
Restricted Stock Units
[F7][F8][F9]2026-02-17+694,017→ 694,017 total→ Class A Common Stock (694,017 underlying)
- 581,260(indirect: See footnote)
Class B Common Stock
[F1][F10]→ Class A Common Stock (581,260 underlying) - 400,000(indirect: See footnote)
Class B Common Stock
[F1][F11]→ Class A Common Stock (400,000 underlying) - 68,616(indirect: See footnote)
Class B Common Stock
[F1][F12]→ Class A Common Stock (68,616 underlying) - 308,775(indirect: See footnote)
Class B Common Stock
[F1][F13]→ Class A Common Stock (308,775 underlying) - 308,775(indirect: See footnote)
Class B Common Stock
[F1][F13]→ Class A Common Stock (308,775 underlying) - 483,784(indirect: See footnote)
Class B Common Stock
[F1][F14]→ Class A Common Stock (483,784 underlying)
Footnotes (14)
- [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 the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
- [F11]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.
- [F12]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.
- [F13]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.
- [F14]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 $6.155 and the highest price at which shares were sold was $6.51. 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]Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.
- [F8]The RSUs vest as to 1/16 of the total shares quarterly beginning on April 1, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F9]RSUs do not expire; they either vest or are canceled prior to the vesting date.