Goel Rajeev K. 4

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.