SEC Form 4 · accession 0001833511-26-000024

PubMatic, Inc. · PUBM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Rajeev K. Goel

Officer — CHIEF EXECUTIVE OFFICER · Director · 10% Owner

Period of report

Jun 8, 2026

Accepted (ET)

Jun 9, 2026 · 5:13 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	Jun 8, 2026	C	44,000	—	A	65,206	D
Class A Common Stock^F2,F4,F5	Jun 8, 2026	S	44,000	$11.3331	D	21,206	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)^F6	$2.15	Jun 8, 2026	M	44,000	D	—	May 1, 2027	Class A Common Stock	44,000	319,996	D
Class B Common Stock^F1	—	Jun 8, 2026	M	44,000	A	—	—	Class A Common Stock	44,000	254,984	D
Class B Common Stock^F1	—	Jun 8, 2026	C	44,000	D	—	—	Class A Common Stock	44,000	210,984	D
Class B Common Stock^F7,F1	—	holding	—	—	—	—	—	Class A Common Stock	581,260	581,260	I
Class B Common Stock^F8,F1	—	holding	—	—	—	—	—	Class A Common Stock	400,000	400,000	I
Class B Common Stock^F9,F1	—	holding	—	—	—	—	—	Class A Common Stock	68,616	68,616	I
Class B Common Stock^F10,F1	—	holding	—	—	—	—	—	Class A Common Stock	308,775	308,775	I
Class B Common Stock^F10,F1	—	holding	—	—	—	—	—	Class A Common Stock	308,775	308,775	I
Class B Common Stock^F11,F1	—	holding	—	—	—	—	—	Class A Common Stock	483,784	483,784	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 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.
F11These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
F2Following the sales reported in this line item, Mr. Goel holds 2,383,400 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 May 1, 2027.
F3The 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.
F4These 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.
F5Represents the weighted average sale price. The lowest price at which shares were sold was $11.20 and the highest price at which shares were sold was $11.515. 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.
F6The options are fully vested.
F7These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
F8These 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.
F9These 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.