Form 4: PubMatic CEO Rajeev Goel Sells Shares Under 10b5-1 Plan

PubMatic CEO Rajeev K. Goel exercised options, converted Class B shares to Class A, and sold 44,000 Class A common shares for a weighted average price of $9.0158.

Summary

• Rajeev K. Goel, PubMatic's Director, 10% Owner, and Chief Executive Officer, executed a series of transactions on December 8, 2025.
• Mr. Goel exercised options to acquire 44,000 shares of Class B Common Stock.
• Concurrently, 44,000 shares of Class B Common Stock were converted into Class A Common Stock.
• Following the conversion, 44,000 shares of Class A Common Stock were sold at a weighted average price of $9.0158 per share.
• The sale price ranged from $8.85 to $9.22 per share.
• These sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Goel on March 2, 2025.
• After these transactions, Mr. Goel directly holds 0 Class A Common Stock, 360,668 Stock Options (right to buy Class B Common Stock), 254,984 Class B Common Stock, and 210,984 Class A Common Stock.
• Mr. Goel's total beneficial ownership, including direct and indirect holdings (excluding unexercised/unvested options/RSUs), stands at 2,362,194 shares of Class A and Class B Common Stock.
• The options exercised were fully vested and are set to expire on July 7, 2026.

Sentiment

Score: 5

Explanation: The transaction is a routine insider sale executed under a pre-established 10b5-1 trading plan, which is a common practice for executives to manage personal liquidity and diversify holdings. It does not inherently signal a positive or negative outlook on the company's future performance.

Positives

• The sale was executed under a pre-established Rule 10b5-1 trading plan, indicating a structured and pre-planned approach to share disposition rather than an opportunistic sale based on recent events.

Negatives

• An insider sale, even if pre-planned, can sometimes be perceived negatively by the market, particularly if the sale price is at the lower end of recent trading ranges.

Future Outlook

This Form 4 filing is a transactional report and does not contain 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.

Industry Context

Insider transactions, particularly sales by executives, are a routine part of managing personal finances and diversifying holdings. The use of a Rule 10b5-1 trading plan is a common and accepted practice in the industry to allow insiders to sell shares without concerns about trading on material non-public information, as the plan is established in advance.

Comparison to Industry Standards

• Insider sales under Rule 10b5-1 plans are a standard practice for executives across various industries, including technology and ad-tech, to manage personal liquidity and portfolio diversification.
• The volume of shares sold (44,000) represents a relatively small portion of the CEO's total beneficial ownership (over 2.3 million shares), which is typical for routine diversification rather than a significant divestment.

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 subsequently sold by the trust.
• Indirect beneficial ownership includes securities held by the Reporting Person as custodian for his children under the California Uniform Transfers to Minors Act (581,260 Class A Common Stock).
• Indirect beneficial ownership includes securities held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries (400,000 Class A Common Stock).
• Indirect beneficial ownership includes securities held by The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries (68,616 Class A Common Stock).
• Indirect beneficial ownership includes securities held by a trust for the benefit of the Reporting Person's child (two separate holdings of 308,775 Class A Common Stock each).
• Indirect beneficial ownership includes securities held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries (483,784 Class A Common Stock).

Stakeholder Impact

• Shareholders may view the insider sale with scrutiny, but the pre-planned nature under a 10b5-1 plan typically mitigates concerns about management's confidence in the company's future.
• The transaction primarily impacts the personal holdings and diversification strategy of the CEO.

Key Dates

Recommendation

The filing details a pre-planned insider sale by the CEO under a Rule 10b5-1 plan. Such transactions are routine for executives managing personal finances and do not typically reflect a change in the company's fundamental outlook. Therefore, it does not provide a strong signal for a 'buy' or 'sell' recommendation, suggesting a 'hold' position based solely on this filing.

Keywords

PubMatic, PUBM, Rajeev Goel, Insider Trading, Form 4, Stock Sale, CEO, Equity Transaction, 10b5-1 Plan, Class A Common Stock, Class B Common Stock, Stock Option