Goel Rajeev K. 4

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.