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

PubMatic CEO Rajeev K. Goel executed planned sales of 44,000 Class A Common Stock shares at an average price of $8.681, while also exercising vested stock options.

Summary

• Rajeev K. Goel, PubMatic's Chief Executive Officer, Director, and 10% Owner, engaged in several equity transactions on November 24, 2025.
• Mr. Goel converted 44,000 shares of Class B Common Stock into Class A Common Stock.
• Subsequently, 44,000 shares of Class A Common Stock were sold at a weighted average price of $8.681 per share, with prices ranging from $8.61 to $8.78.
• These sales were conducted by The Goel Family Trust, of which Mr. Goel and his spouse are beneficiaries, and were executed under a Rule 10b5-1 trading plan adopted on March 2, 2025.
• Mr. Goel also exercised fully vested stock options to acquire a total of 44,000 shares of Class B Common Stock (26,753 shares and 17,247 shares) at an exercise price of $1.11 per share.
• Following these transactions, Mr. Goel directly holds 0 Class A Common Stock shares from the reported sale, but his total beneficial ownership (including Class A and Class B Common Stock, direct and indirect through various trusts) is 2,362,194 shares, excluding unexercised options or unvested restricted stock units.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there is a sale of shares, it was pre-planned under a 10b5-1 plan, which mitigates negative interpretations. The exercise of options also indicates the executive realizing value from vested compensation.

Positives

• The sale of shares was pre-planned under a Rule 10b5-1 trading plan, indicating a structured approach to liquidity rather than an opportunistic sale.
• Mr. Goel exercised fully vested stock options, demonstrating the realization of value from his compensation package.

Negatives

• The sale of 44,000 Class A Common Stock shares by the CEO could be perceived as a reduction in direct insider holdings, although it was part of a pre-arranged plan.

Risks

• Insider selling, even if pre-planned, can sometimes be interpreted by the market as a lack of confidence in the company's near-term prospects, potentially leading to negative share price movement.
• The concentration of beneficial ownership through various family trusts, while common, introduces complexity in tracking ultimate control and influence.

Future Outlook

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

Industry Context

This filing details an individual executive's stock transactions and does not provide broader industry context or trends. It reflects routine insider activity within the ad-tech sector.

Related Party Transactions

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

Stakeholder Impact

• Shareholders may view the CEO's planned sale of shares as a routine liquidity event, but some might interpret it as a signal regarding the company's valuation or future prospects, potentially influencing short-term trading decisions.
• The exercise of options by the CEO demonstrates the realization of value from long-term incentives, which can be seen positively by stakeholders as a sign of management's alignment with shareholder interests over time.

Key Dates

Recommendation

The filing details routine insider transactions, including a pre-planned sale and option exercises. While insider selling can sometimes be a negative signal, the 10b5-1 plan mitigates this concern, suggesting a structured approach to personal financial management rather than a reaction to new, negative company information. Without additional company-specific news or broader market context, these transactions alone do not warrant a strong buy or sell recommendation, thus a 'hold' is appropriate.

Keywords

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