Form 4: PubMatic CEO Rajeev Goel Exercises Options and Sells Shares Under Pre-Planned Trading Program

PubMatic, Inc. CEO Rajeev K. Goel exercised stock options and subsequently sold 44,000 shares of Class A Common Stock for approximately $12.13 per share, as part of a Rule 10b5-1 trading plan.

Summary

• Rajeev K. Goel, the Chief Executive Officer, Director, and 10% Owner of PubMatic, Inc. (PUBM), reported transactions on June 9, 2025.
• Mr. Goel exercised options to acquire 35,703 shares of Class B Common Stock, which automatically convert into Class A Common Stock. These options were fully vested with an exercise price of $1.11 per share and are set to expire on July 7, 2026.
• Concurrently, 44,000 shares of Class A Common Stock were sold at a weighted average price of $12.1277 per share. The individual sale prices ranged from $12.01 to $12.23.
• These sales were executed pursuant to a Rule 10b5-1 trading plan that Mr. Goel adopted on March 2, 2025.
• The shares sold were initially transferred by Mr. Goel to The Goel Family Trust, of which he and his spouse are beneficiaries, and were subsequently sold by the trust.
• Following these transactions, Mr. Goel directly holds 2,362,194 shares of Class A and Class B Common Stock, a figure that excludes vested but unexercised options, unvested options, or unvested restricted stock units.
• Indirect holdings through various family trusts and custodianships amount to an additional 1,762,435 shares of Class B Common Stock, which are convertible to Class A.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a routine insider transaction (option exercise and sale) conducted under a pre-planned Rule 10b5-1 trading plan, which is a common practice for executives for diversification and liquidity purposes. It does not indicate a change in company fundamentals or management's outlook.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned disposition of shares for personal financial management rather than a reactive or opportunistic sale.
• The exercise of stock options demonstrates that the options were in-the-money, allowing the CEO to realize value from his compensation package.

Negatives

• A sale of shares by a Chief Executive Officer, even under a pre-planned program, reduces direct insider ownership, which some investors might interpret as a minor negative signal, although it is a common practice for executives to diversify their holdings.

Future Outlook

This Form 4 filing reports past insider transactions and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• "The 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."

Industry Context

This document is an insider transaction report (Form 4) and does not provide information related to broader industry trends, competitive landscape, or PubMatic's market position.

Corporate Governance

Related Party Transactions

• 44,000 shares of Class A Common Stock 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.
• 581,260 shares of Class B Common Stock are held by the Reporting Person as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
• 400,000 shares of Class B Common Stock are held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries.
• 68,616 shares of Class B Common Stock are held by The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries.
• 308,775 shares of Class B Common Stock are held by a trust for the benefit of the Reporting Person's child.
• 483,784 shares of Class B Common Stock are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO, even under a 10b5-1 plan, slightly reduces direct insider ownership. While common for diversification, some investors might view this neutrally to slightly negatively. However, the pre-planned nature mitigates concerns about opportunistic selling.

Key Dates

Keywords

PubMatic, PUBM, Rajeev Goel, SEC Form 4, Insider Trading, Stock Sale, Option Exercise, Rule 10b5-1, Executive Compensation, Class A Common Stock, Class B Common Stock