Form 4: PubMatic CEO Rajeev Goel Sells 44,000 Shares Under Pre-Arranged Trading Plan

PubMatic, Inc. CEO Rajeev K. Goel sold 44,000 shares of Class A Common Stock for approximately $11.02 per share on June 23, 2025, following the exercise of options and conversion of Class B shares, as part of a pre-arranged 10b5-1 trading plan.

Summary

• On June 23, 2025, Rajeev K. Goel, who serves as Chief Executive Officer, Director, and a 10% Owner of PubMatic, Inc. (PUBM), exercised fully vested stock options to acquire 44,000 shares of Class B Common Stock at an exercise price of $1.11 per share.
• Immediately following the option exercise, these 44,000 Class B shares were automatically converted into 44,000 shares of Class A Common Stock.
• The 44,000 Class A Common Stock shares were subsequently sold at a weighted average price of $11.0203 per share, with individual sale prices ranging from $10.84 to $11.12.
• The sale was executed through The Goel Family Trust, of which Mr. Goel and his spouse are beneficiaries, and was conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Goel on March 2, 2025.
• Following these transactions, Mr. Goel's total beneficial ownership of Class A and Class B Common Stock stands at 2,362,194 shares, which does not include vested but unexercised options, unvested options, or unvested restricted stock units.
• The options exercised were set to expire on July 7, 2026.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While the sale is part of a pre-arranged 10b5-1 plan, which mitigates concerns about opportunistic selling, any insider sale by a CEO, especially a significant number of shares, can be perceived as a lack of strong conviction in the company's immediate future by some investors. However, the pre-planned nature prevents a lower score.

Negatives

• The sale of 44,000 shares by the Chief Executive Officer, Director, and 10% Owner, while pre-planned, could be perceived negatively by some investors as insider selling may sometimes signal a lack of confidence in the company's near-term prospects.

Future Outlook

NA

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. It does not provide broader industry context or trends, as its primary purpose is to report changes in beneficial ownership by company insiders.

Related Party Transactions

• The sale of 44,000 Class A Common Stock shares was executed by The Goel Family Trust, of which the Reporting Person (Rajeev K. Goel) and his spouse are beneficiaries.
• Indirect holdings include 581,260 shares held by the Reporting Person as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
• Indirect holdings include 400,000 shares held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries.
• Indirect holdings include 68,616 shares held by The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries.
• Indirect holdings include 308,775 shares (reported twice) held by a trust for the benefit of the Reporting Person's child.

Stakeholder Impact

• Shareholders: The sale by a key executive might lead to questions about management's confidence, potentially influencing investor sentiment and stock price, although the 10b5-1 plan mitigates some of this concern.

Key Dates

Recommendation

Keywords

PubMatic, PUBM, Rajeev K. Goel, SEC Form 4, Insider Trading, Stock Sale, Rule 10b5-1 Plan, CEO Stock Sale, Class A Common Stock, Class B Common Stock, Option Exercise