Form 4: PubMatic CEO Rajeev Goel Executes Options and Sells Shares Under Pre-Arranged Trading Plan

PubMatic CEO Rajeev Goel exercised stock options and subsequently sold 44,000 shares of Class A Common Stock for a weighted average price of $12.5314, as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Rajeev K. Goel, PubMatic's Chief Executive Officer, Director, and 10% Owner, reported transactions on July 7, 2025.
• Goel exercised stock options to acquire 11,485 shares of Class B Common Stock, which automatically converted to Class A Common Stock.
• The options exercised were fully vested and had an exercise price of $1.11 per share.
• Following the exercise, 44,000 shares of Class A Common Stock were disposed of at a weighted average sale price of $12.5314.
• The sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Goel on March 2, 2025.
• The shares sold were transferred by Goel to The Goel Family Trust, of which he and his spouse are beneficiaries, and then sold by the trust.
• The sale prices ranged from $12.44 to $12.74 per share.
• After these transactions, Goel holds 2,362,194 shares of Class A and Class B Common Stock, excluding vested but unexercised options, unvested options, or unvested restricted stock units.
• Goel maintains indirect beneficial ownership of additional shares through various trusts for the benefit of his children and other family members, including 581,260 shares via custodian for his children, 400,000 shares via The Goel Heritage Trust, 68,616 shares via The Goel Family Gift Trust, 308,775 shares via a trust for his child, and 483,784 shares via The Goel Family Trust.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it involves insider selling, the fact that it's under a Rule 10b5-1 plan mitigates negative interpretations, suggesting a pre-planned liquidity event rather than a reaction to adverse company news. The executive retains a substantial holding.

Positives

• The sale of shares was conducted under a Rule 10b5-1 trading plan, indicating a pre-scheduled and non-discretionary transaction, which can mitigate concerns about opportunistic insider selling.

Negatives

• The sale of 44,000 shares by a key executive, even if pre-planned, represents a reduction in direct ownership, which some investors might interpret cautiously.

Risks

• No specific risks are detailed in this Form 4 filing, as it primarily reports insider transactions.

Future Outlook

This Form 4 filing does not provide any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2025.
• 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.

Industry Context

This Form 4 filing reports an individual insider transaction and does not provide broader industry context or trends.

Related Party Transactions

• The securities sold were transferred by the Reporting Person to The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, and were subsequently sold by the trust. This constitutes a related party transaction.
• Indirect beneficial ownership is reported through various family trusts (The Goel Heritage Trust, The Goel Family Gift Trust, a trust for the Reporting Person's child, and The Goel Family Trust), indicating ongoing related party relationships concerning shareholdings.

Stakeholder Impact

• Shareholders may observe the sale of shares by a key executive, which could lead to questions about management's confidence, although the 10b5-1 plan context typically alleviates such concerns.
• The transaction provides liquidity for the executive, which is a common personal financial planning activity.

Key Dates

Recommendation

Keywords

PubMatic, PUBM, Rajeev Goel, Form 4, Insider Trading, Stock Options, 10b5-1 Plan, Share Sale, CEO, Director, Beneficial Ownership