SEC Form 4 · accession 0001833508-26-000012

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

Sep 3, 2026

Accepted (ET)

Sep 4, 2026 · 5:03 pm EDT

Rule 10b5-1 plan

yes — trade under a plan

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^F1	Sep 3, 2026	C	6,250	—	A	41,830	D
Class A Common Stock^F3	Sep 3, 2026	S	6,250	$17.0443	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
Stock Option (Right to buy Class B Common Stock)^F4	$2.15	Sep 3, 2026	M	6,250	D	—	May 21, 2027	Class A Common Stock	6,250	0	D
Class B Common Stock^F1	—	Sep 3, 2026	M	6,250	A	—	—	Class A Common Stock	6,250	6,250	D
Class B Common Stock^F1	—	Sep 3, 2026	C	6,250	D	—	—	Class A Common Stock	6,250	0	D
Class B Common Stock^F5,F1	—	holding	—	—	—	—	—	Class A Common Stock	755,314	755,314	I
Class B Common Stock^F6,F1	—	holding	—	—	—	—	—	Class A Common Stock	755,584	755,584	I
Class B Common Stock^F7,F1	—	holding	—	—	—	—	—	Class A Common Stock	524,162	524,162	I
Class B Common Stock^F8,F1	—	holding	—	—	—	—	—	Class A Common Stock	524,247	524,247	I
Class B Common Stock^F9,F1	—	holding	—	—	—	—	—	Class A Common Stock	443,414	443,414	I
Class B Common Stock^F10,F1	—	holding	—	—	—	—	—	Class A Common Stock	1,231,585	1,231,585	I

Explanation of responses

F1Each 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.
F10These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.
F2The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 4, 2026.
F3Represents the weighted average sale price. The lowest price at which shares were sold was $16.795 and the highest price at which shares were sold was $17.73. 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.
F4The options are fully vested.
F5These 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.
F6These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.
F7These 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.
F8These 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.
F9These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.