Form 4: PubMatic CEO Sells 44,000 Shares via 10b5-1 Plan

PubMatic CEO Rajeev K. Goel sold 44,000 shares of Class A Common Stock for $7.4806 per share through a pre-arranged 10b5-1 trading plan.

Summary

• Rajeev K. Goel, PubMatic, Inc.'s Chief Executive Officer, Director, and 10% Owner, executed a series of transactions on November 6, 2025.
• He exercised fully vested stock options to acquire 44,000 shares of Class B Common Stock at an exercise price of $1.11 per share.
• These 44,000 Class B shares were subsequently converted into 44,000 shares of Class A Common Stock.
• The 44,000 Class A Common Stock shares were then transferred to The Goel Family Trust, of which Mr. Goel and his spouse are beneficiaries.
• The Goel Family Trust sold these 44,000 Class A Common Stock shares on the open market at a weighted average price of $7.4806 per share.
• The sale prices ranged from a low of $7.39 to a high of $7.87 per share.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan that Mr. Goel adopted on March 2, 2025.
• Following these sales, Mr. Goel directly and indirectly 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.

Sentiment

Score: 5

Explanation: Neutral. While an insider sale can be perceived negatively, the execution under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic timing. It's a routine transaction for executive compensation and liquidity management.

Positives

• The transaction was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned sale for liquidity or diversification rather than an immediate reaction to new, non-public information.
• The options exercised were fully vested, representing the realization of long-held equity compensation.

Negatives

• An insider sale by the CEO, Director, and 10% owner, even if pre-planned, can sometimes be perceived negatively by the market as it reduces the direct ownership stake of a key executive.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The transfer of 44,000 Class A Common Stock shares to The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, before the sale, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: May view the insider sale as a slight negative, though mitigated by the 10b5-1 plan. The reduction in direct ownership by the CEO could be a point of consideration.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Key Dates

Recommendation

The filing reports a routine insider transaction by the CEO under a pre-arranged 10b5-1 plan. This type of sale is typically for personal liquidity or diversification and does not inherently signal a change in the company's fundamental outlook or performance. Therefore, it does not warrant a change in investment thesis based solely on this filing. A 'hold' recommendation is appropriate as there's no new information to suggest a 'buy' or 'sell' action.

Keywords

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