SEC Form 4 · accession 0001980851-26-000008
PubMatic, Inc. · PUBM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lisa Gimbel
Officer — CHIEF ACCOUNTING OFFICER
Period of report
Aug 15, 2026
Accepted (ET)
Aug 18, 2026 · 6:38 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 | Aug 15, 2026 | M | 1,395 | $0.00 | A | 15,956 | D | |
| Class A Common Stock | Aug 15, 2026 | M | 772 | $0.00 | A | 16,728 | D | |
| Class A Common Stock | Aug 15, 2026 | M | 801 | $0.00 | A | 17,529 | D | |
| Class A Common Stock | Aug 15, 2026 | M | 794 | $0.00 | A | 18,323 | D | |
| Class A Common StockF2 | May 18, 2026 | S | 1,396 | $17.0397 | D | 16,927 | 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 UnitsF3,F4,F5 | — | Aug 15, 2026 | M | 1,395 | D | — | — | Class A Common Stock | 1,395 | 5,580 | D |
| Restricted Stock UnitsF3,F6,F5 | — | Aug 15, 2026 | M | 772 | D | — | — | Class A Common Stock | 772 | 4,636 | D |
| Restricted Stock UnitsF3,F7,F5 | — | Aug 15, 2026 | M | 801 | D | — | — | Class A Common Stock | 801 | 8,013 | D |
| Restricted Stock UnitsF3,F8,F5 | — | Aug 15, 2026 | M | 794 | D | — | — | Class A Common Stock | 794 | 11,125 | D |
Explanation of responses
- F1The sales reported on this line 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 Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer at prices ranging from $16.84 to $17.37, 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 trade.
- F3Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.
- F4The RSUs vest as to 1/4 of the total shares on August 15, 2024, and 1/16th of the total shares 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 vest as to 1/16 of the total shares quarterly beginning on May 15, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- F7The RSUs vest as to 1/16 of the total shares quarterly beginning on May 15, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- F8The RSUs vest as to 1/16 of the total shares quarterly beginning on May 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.