| 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 | 19 Feb 2026 | 0001833511 |
| 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 | 17 Feb 2026 | Direct | F1 | |||
| transaction | PUBM | Class A Common Stock | Sale | $276,241 | -44,000 | -100% | $6.28 | 0 | 17 Feb 2026 | Direct | F2, F3, F4, F5 |
| 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 | -18% | $0.000000 | 201,462 | 17 Feb 2026 | 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 | 17 Feb 2026 | Class B Common Stock | 44,000 | Direct | F1 | |
| transaction | PUBM | Class B Common Stock | Conversion of derivative security | $0 | -44,000 | -17% | $0.000000 | 210,984 | 17 Feb 2026 | Class A Common Stock | 44,000 | Direct | F1 | |
| transaction | PUBM | Restricted Stock Units | Award | $0 | +694,017 | $0.000000 | 694,017 | 17 Feb 2026 | Class A Common Stock | 694,017 | Direct | F7, F8, F9 | ||
| holding | PUBM | Class B Common Stock | 581,260 | 17 Feb 2026 | Class A Common Stock | 581,260 | See footnote | F1, F10 | ||||||
| holding | PUBM | Class B Common Stock | 400,000 | 17 Feb 2026 | Class A Common Stock | 400,000 | See footnote | F1, F11 | ||||||
| holding | PUBM | Class B Common Stock | 68,616 | 17 Feb 2026 | Class A Common Stock | 68,616 | See footnote | F1, F12 | ||||||
| holding | PUBM | Class B Common Stock | 308,775 | 17 Feb 2026 | Class A Common Stock | 308,775 | See footnote | F1, F13 | ||||||
| holding | PUBM | Class B Common Stock | 308,775 | 17 Feb 2026 | Class A Common Stock | 308,775 | See footnote | F1, F13 | ||||||
| holding | PUBM | Class B Common Stock | 483,784 | 17 Feb 2026 | Class A Common Stock | 483,784 | See footnote | F1, F14 |
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).
| 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 $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. |
| 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. |