Form 4 for PUBM PubMatic, Inc.
Accepted 2026-01-05 00:00:00 ET · period of report 2026-01-01 · accession 0001833511-26-000002 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2026-01-05 | 2026-01-01 | PUBM | Goel Rajeev K. | CEO, Dir, 10% | M - OptEx | $0.00 | +65.5K | 65.5K | New | $0 |
| DM | 2026-01-05 | 2026-01-02+ | PUBM | Goel Rajeev K. | CEO, Dir, 10% | S - Sale+OE | $8.73 | -69.3K | 40.2K | -63% | -$605.3K |
| D | 2026-01-05 | 2026-01-05 | PUBM | Goel Rajeev K. | CEO, Dir, 10% | C - Cnv Deriv | — | +3,817 | 44.0K | +9% | — |
| DM | 2026-01-05 | 2026-01-01+ | PUBM | Goel Rajeev K. | CEO, Dir, 10% | M - OptEx | $0.055 | -69.3K | 211.0K | -25% | -$3,817 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2026-01-01 | M | A | 65,516 | $0.00 | 65,516 | D | — | — | |
| 2 | Common | Class A Common Stock | 2026-01-05 | S | D | 44,000 | $8.80 | 0 | D | — | — | (F4) 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 certain of these shares were exercised expires on July 7, 2026. (F6) 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. (F7) Represents the weighted average sale price. The lowest price at which shares were sold was $8.60 and the highest price at which shares were sold was $8.93. 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. |
| 3 | Common | Class A Common Stock | 2026-01-05 | C | A | 3,817 | — | 44,000 | D | — | — | (F3) 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. |
| 4 | Common | Class A Common Stock | 2026-01-02 | S | D | 25,333 | $8.61 | 40,183 | D | — | — | (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 at prices ranging from $8.44 to $8.88, 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. |
| 5 | Derivative | Restricted Stock Unit | 2026-01-01 | M | D | 11,236 | $0.00 | 0 | D | $0.00 · — to — | 11,236 Class A Common Stock | (F8) 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. (F9) 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. (F10) RSUs do not expire; they either vest or are canceled prior to the vesting date. |
| 6 | Derivative | Restricted Stock Unit | 2026-01-01 | M | D | 23,042 | $0.00 | 92,170 | D | $0.00 · — to — | 23,042 Class A Common Stock | (F8) 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. (F11) 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. (F10) RSUs do not expire; they either vest or are canceled prior to the vesting date. |
| 7 | Derivative | Restricted Stock Unit | 2026-01-01 | M | D | 14,411 | $0.00 | 115,283 | D | $0.00 · — to — | 14,411 Class A Common Stock | (F8) 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. (F12) The RSUs vested 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. (F10) RSUs do not expire; they either vest or are canceled prior to the vesting date. |
| 8 | Derivative | Restricted Stock Unit | 2026-01-01 | M | D | 16,827 | $0.00 | 201,923 | D | $0.00 · — to — | 16,827 Class A Common Stock | (F8) 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. (F13) The RSUs vested 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. (F10) RSUs do not expire; they either vest or are canceled prior to the vesting date. |
| 9 | Derivative | Stock Option (Right to buy Class B Common Stock) | 2026-01-05 | M | D | 3,817 | $0.00 | 312,851 | D | $1.11 · — to 2026-07-07 | 3,817 Class B Common Stock | (F14) The options are fully vested. |
| 10 | Derivative | Class B Common Stock | 2026-01-05 | M | A | 3,817 | $1.11 | 214,801 | D | — · — to — | 3,817 Class A Common Stock | (F3) 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. |
| 11 | Derivative | Class B Common Stock | 2026-01-05 | M | D | 3,817 | $0.00 | 210,984 | D | — · — to — | 3,817 Class A Common Stock | (F3) 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. |