Amar K. Goel - 01 Apr 2025 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Footnote F1

The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

Footnote F2

The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer on April 2, 2025 and April 3, 2025 at prices ranging from $8.95 to $9.51, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein with regard to the block trades.

Footnote F3

The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2023.

Footnote F4

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.32 to $8.53 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Footnote F5

Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.

Footnote F6

The RSUs vested as to 1/16th of the total shares on April 1, 2022, and 1/16th of the total shares vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Footnote F7

RSUs do not expire; they either vest or are canceled prior to the vesting date.

Footnote F8

The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Footnote F9

The RSUs vest as to 1/16th of the total shares on April 1, 2024, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Footnote F10

The RSUs vest as to 1/16th of the total shares on April 1, 2025, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Footnote F11

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.

Footnote F12

These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.

Footnote F13

These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.

Footnote F14

These shares are held by the Marais Irrevocable Trust, of which the Reporting Person's spouse is a beneficiary. 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.

Footnote F15

These shares are held by the RAJN Trust-A, of which one of the Reporting Person's children is a beneficiary. 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.

Footnote F16

These shares are held by the RAJN Trust-N, of which one of the Reporting Person's children is a beneficiary. 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.

Footnote F17

These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.