Rajeev K. Goel - 23 Jun 2025 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role
CHIEF EXECUTIVE OFFICER, Director, 10%+ Owner
Signature
/s/ Andrew Woods, Attorney-in-Fact
Issuer symbol
PUBM
Transactions as of
23 Jun 2025
Net transactions value
-$436,053
Form type
4
Filing time
25 Jun 2025, 18:22:51 UTC
Previous filing
11 Jun 2025
Next filing
03 Jul 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Goel Rajeev K. CHIEF EXECUTIVE OFFICER, Director, 10%+ Owner C/O PUBMATIC, INC., 601 MARSHALL STREET, REDWOOD CITY /s/ Andrew Woods, Attorney-in-Fact 25 Jun 2025 0001833511

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PUBM Class A Common Stock Conversion of derivative security +44,000 44,000 23 Jun 2025 Direct F1
transaction PUBM Class A Common Stock Sale $484,893 -44,000 -100% $11.02 0 23 Jun 2025 Direct F2, F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PUBM Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -44,000 -11% $0.000000 358,102 23 Jun 2025 Class B Common Stock 44,000 $1.11 Direct F6
transaction PUBM Class B Common Stock Options Exercise $48,840 +44,000 +21% $1.11 254,984 23 Jun 2025 Class A Common Stock 44,000 Direct F1
transaction PUBM Class B Common Stock Conversion of derivative security $0 -44,000 -17% $0.000000 210,984 23 Jun 2025 Class A Common Stock 44,000 Direct F1
holding PUBM Class B Common Stock 581,260 23 Jun 2025 Class A Common Stock 581,260 See footnote F1, F7
holding PUBM Class B Common Stock 400,000 23 Jun 2025 Class A Common Stock 400,000 See footnote F1, F8
holding PUBM Class B Common Stock 68,616 23 Jun 2025 Class A Common Stock 68,616 See footnote F1, F9
holding PUBM Class B Common Stock 308,775 23 Jun 2025 Class A Common Stock 308,775 See footnote F1, F10
holding PUBM Class B Common Stock 308,775 23 Jun 2025 Class A Common Stock 308,775 See footnote F1, F10
holding PUBM Class B Common Stock 483,784 23 Jun 2025 Class A Common Stock 483,784 See footnote F1, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
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.
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 $10.84 and the highest price at which shares were sold was $11.12. 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.
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.