SEC Form 4 · accession 0001833508-26-000010
PubMatic, Inc. · PUBM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Amar K. Goel
Officer — CHAIRMAN, CHIEF INNOVATION OFF · Director · 10% Owner
Period of report
Jul 1, 2026
Accepted (ET)
Jul 6, 2026 · 6:22 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001422930
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Jul 1, 2026 | M | 18,098 | $0.00 | A | 42,164 | D | |
| Class A Common StockF2 | Jul 2, 2026 | S | 6,584 | $13.6485 | D | 35,580 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF3,F4,F5 | $0.00 | Jul 1, 2026 | M | 2,030 | D | — | — | Class A Common Stock | 2,030 | 4,060 | D |
| Restricted Stock UnitF3,F6,F5 | $0.00 | Jul 1, 2026 | M | 4,169 | D | — | — | Class A Common Stock | 4,169 | 25,012 | D |
| Restricted Stock UnitF3,F7,F5 | $0.00 | Jul 1, 2026 | M | 3,245 | D | — | — | Class A Common Stock | 3,245 | 32,452 | D |
| Restricted Stock UnitF3,F8,F5 | $0.00 | Jul 1, 2026 | M | 8,654 | D | — | — | Class A Common Stock | 8,654 | 121,154 | D |
Explanation of responses
- F1The 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.
- F2The 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 $13.50 to $13.89, 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.
- F3Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.
- F4The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- F5RSUs do not expire; they either vest or are canceled prior to the vesting date.
- F6The RSUs vested as to 1/16th of the total award on April 1, 2024, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- F7The RSUs vested as to 1/16th of the total award on April 1, 2025, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- F8The RSUs vested as to 1/16th of the total award on April 1, 2026, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.