SEC Form 4 · accession 0001833511-26-000028
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
Jul 1, 2026
Accepted (ET)
Jul 6, 2026 · 6:23 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 StockF1 | Jul 1, 2026 | C | 17,176 | — | A | 17,176 | D | |
| Class A Common StockF2,F4,F5 | Jul 1, 2026 | S | 17,176 | $13.9142 | D | 0 | D | |
| Class A Common Stock | Jul 1, 2026 | M | 97,655 | $0.00 | A | 97,655 | D | |
| Class A Common StockF7 | Jul 2, 2026 | S | 50,354 | $13.6485 | D | 47,301 | D | |
| Class A Common StockF1 | Jul 2, 2026 | C | 8,500 | — | A | 55,801 | D | |
| Class A Common StockF2,F4 | Jul 2, 2026 | S | 8,500 | $13.90 | D | 47,301 | 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 UnitF8,F9,F10 | $0.00 | Jul 1, 2026 | M | 23,042 | D | — | — | Class A Common Stock | 23,042 | 46,085 | D |
| Restricted Stock UnitF8,F11,F10 | $0.00 | Jul 1, 2026 | M | 14,410 | D | — | — | Class A Common Stock | 14,410 | 86,463 | D |
| Restricted Stock UnitF8,F12,F10 | $0.00 | Jul 1, 2026 | M | 16,827 | D | — | — | Class A Common Stock | 16,827 | 168,269 | D |
| Restricted Stock UnitF8,F13,F10 | $0.00 | Jul 1, 2026 | M | 43,376 | D | — | — | Class A Common Stock | 43,376 | 607,265 | D |
| Stock Option (Right to Buy Class B Common Stock)F14 | $3.89 | Jul 1, 2026 | M | 17,176 | D | — | Mar 13, 2028 | Class A Common Stock | 17,176 | 332,824 | D |
| Class B Common StockF1 | — | Jul 1, 2026 | M | 17,176 | A | — | — | Class A Common Stock | 17,176 | 228,160 | D |
| Class B Common StockF1 | — | Jul 1, 2026 | C | 17,176 | D | — | — | Class A Common Stock | 17,176 | 210,984 | D |
| Stock Option (Right to buy Class B Common Stock)F14 | $3.89 | Jul 2, 2026 | M | 8,500 | D | — | Mar 13, 2028 | Class A Common Stock | 8,500 | 324,324 | D |
| Class B Common StockF1 | — | Jul 2, 2026 | M | 8,500 | A | — | — | Class A Common Stock | 8,500 | 219,484 | D |
| Class B Common StockF1 | — | Jul 2, 2026 | C | 8,500 | D | — | — | Class A Common Stock | 8,500 | 210,984 | D |
| Class B Common StockF15,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 581,260 | 581,260 | I |
| Class B Common StockF16,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 68,616 | 68,616 | I |
| Class B Common StockF17,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 400,000 | 400,000 | I |
| Class B Common StockF18,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 308,775 | 308,775 | I |
| Class B Common StockF18,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 308,775 | 308,775 | I |
| Class B Common StockF19,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.
- F10RSUs do not expire; they either vest or are canceled prior to the vesting date.
- F11The 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.
- F12The 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.
- F13The 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.
- F14The options are fully vested.
- F15These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
- F16These 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.
- F17These 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.
- F18These 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.
- F19These 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 2,409,495 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 5, 2026.
- 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 $13.90 and the highest price at which shares were sold was $13.97. 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 sales reported in this line item 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.
- F7The 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.
- F8Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.
- F9The 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.