SEC Form 4 · accession 0001966530-26-000008
PubMatic, Inc. · PUBM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Woods
Officer — GENERAL COUNSEL & SECRETARY
Period of report
Jul 1, 2026
Accepted (ET)
Jul 6, 2026 · 6:21 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 StockF1 | Jul 1, 2026 | M | 15,823 | $0.00 | A | 87,089 | D | |
| Class A Common StockF3 | Jul 2, 2026 | S | 5,758 | $13.6485 | D | 81,331 | 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 UnitF4,F5,F6 | $0.00 | Jul 1, 2026 | M | 4,039 | D | — | — | Class A Common Stock | 4,039 | 4,039 | D |
| Restricted Stock UnitF4,F7,F6 | $0.00 | Apr 1, 2026 | M | 1,251 | D | — | — | Class A Common Stock | 1,251 | 2,502 | D |
| Restricted Stock UnitF4,F8,F6 | $0.00 | Jul 1, 2026 | M | 3,397 | D | — | — | Class A Common Stock | 3,397 | 20,380 | D |
| Restricted Stock UnitF4,F9,F6 | $0.00 | Jul 1, 2026 | M | 2,809 | D | — | — | Class A Common Stock | 2,809 | 28,095 | D |
| Restricted Stock UnitsF4,F10,F6 | $0.00 | Jul 1, 2026 | M | 4,327 | D | — | — | Class A Common Stock | 4,327 | 60,577 | D |
Explanation of responses
- F1Includes 1,384 shares of Class A Common Stock acquired by the Reporting Person pursuant to the Issuer's employee stock purchase plan.
- F10The 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.
- F2The 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.
- F3The 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.
- F4Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.
- F5The RSUs vested as to 1/4 of the total award on October 1, 2023 and 1/16th of the RSUs will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- F6RSUs do not expire; they either vest or are canceled prior to the vesting date.
- F7The 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.
- F8The 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.
- F9The 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.