Goel Rajeev K. 4

4 · PubMatic, Inc. · Filed Mar 11, 2026

Research Summary

AI-generated summary of this filing

Updated Mar 11, 2026

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

What Happened

Rajeev K. Goel, CEO of PubMatic (PUBM), completed a series of related derivative and sale transactions on March 9, 2026. He exercised/converted options and derivative securities for 44,000 shares (net cost shown as $48,840 at $1.11 per share), and 44,000 shares were sold in the open market for a total of $383,812 (weighted avg. $8.72). The filings indicate some shares were converted between Class B and Class A common stock and some were surrendered/converted as part of the derivative exercise process.

Key Details

Transaction date: March 9, 2026. Form 4 filed March 11, 2026 (timely).
Sale: 44,000 shares disposed in open-market sales at a weighted average price of $8.72 (range $8.59–$8.85), total proceeds $383,812 (F5).
Exercise/Conversion: 44,000 shares acquired via derivative exercise at $1.11 per share = $48,840; other derivative/conversion lines reflect shares surrendered/converted in the transaction (codes M and C).
Post-transaction holdings: Mr. Goel holds 2,362,194 shares of Class A and Class B common stock after these transactions (F2). The option award exercised is fully vested and expires July 7, 2026 (F6, F2).
Plan/Trust notes: The sales were effected pursuant to a Rule 10b5‑1 trading plan (adopted Mar 2, 2025) (F3). Footnotes indicate some securities were transferred to and sold by The Goel Family Trust and other family trusts; Mr. Goel disclaims beneficial ownership of certain trust-held securities except to the extent of any pecuniary interest (F4, F10–F11, F7–F9).

Context

This looks like a routine, partially cashless option exercise followed by an immediate or near-immediate sale of shares. In cashless exercises, insiders often exercise options and simultaneously sell shares to cover exercise costs, taxes, or to monetize gains; the Form 4 reflects those mechanics (exercise/conversion codes M and C, and sale code S).
Because the sale was executed under a pre-existing 10b5‑1 plan and involved trust transfers, it is likely a planned/liquidity action rather than an ad hoc directional trade.

Insider Transaction Report

Form 4

Period: 2026-03-09

PubMatic, Inc.PUBM

Goel Rajeev K.

DirectorCHIEF EXECUTIVE OFFICER10% Owner

Transactions

Conversion
Class A Common Stock
[F1]
2026-03-09+44,000→ 44,000 total
Sale
Class A Common Stock
[F2][F3][F4][F5]
2026-03-09$8.72/sh−44,000$383,812→ 0 total
Exercise/Conversion
Stock Option (Right to buy Class B Common Stock)
[F6]
2026-03-09−44,000→ 157,462 total
Exercise: $1.11Exp: 2026-07-07→ Class B Common Stock (44,000 underlying)
Exercise/Conversion
Class B Common Stock
[F1]
2026-03-09$1.11/sh+44,000$48,840→ 254,984 total
→ Class B Common Stock (44,000 underlying)
Conversion
Class B Common Stock
[F1]
2026-03-09−44,000→ 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 $8.59 and the highest price at which shares were sold was $8.85. 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|2026-03-11

Documents

1 file

4
form4-03112026_100312.xmlPrimary