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

PubMatic CEO Rajeev K. Goel exercised options and sold 44,000 shares of Class A Common Stock for a weighted average price of $7.5468 per share, pursuant to a pre-arranged 10b5-1 trading plan.

Summary

• Rajeev K. Goel, PubMatic, Inc.'s (PUBM) Chief Executive Officer, Director, and 10% Owner, reported transactions on January 20, 2026.
• He exercised fully vested stock options to acquire 44,000 shares of Class B Common Stock, which automatically converted into Class A Common Stock.
• Concurrently, 44,000 shares of Class A Common Stock were sold by The Goel Family Trust, of which Mr. Goel and his spouse are beneficiaries.
• The shares were sold at a weighted average price of $7.5468 per share, with individual sale prices ranging from $7.465 to $7.665.
• These sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Goel on March 2, 2025.
• Following these transactions, Mr. Goel beneficially 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.
• The exercised options were set to expire on July 7, 2026.

Sentiment

Score: 5

Explanation: While insider selling can be a negative signal, the execution under a Rule 10b5-1 plan mitigates the immediate negative interpretation, suggesting a pre-planned liquidity event rather than a reaction to adverse company news. The CEO still retains a significant stake.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned, non-discretionary transaction rather than a reaction to recent events or material non-public information.
• The options exercised were fully vested, representing the realization of long-term equity compensation.

Negatives

• An insider, specifically the CEO and a 10% owner, selling a significant number of shares (44,000) can sometimes be perceived negatively by the market, even if executed under a pre-arranged plan.

Future Outlook

NA

Management Comments

• Sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2025.
• Following the sales, Mr. Goel holds 2,362,194 shares of Class A Common Stock and Class B Common Stock, which figure does not reflect vested but unexercised options, unvested options, or unvested restricted stock units, each as of the date of filing.

Industry Context

NA

Related Party Transactions

• The transfer of 44,000 shares of Class A Common Stock by the Reporting Person to The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, prior to their sale.
• Securities are held by the Reporting Person as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
• 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.

Stakeholder Impact

• Shareholders: May interpret the insider sale as a signal, though the 10b5-1 plan suggests it is not based on new negative information. The CEO retains a substantial holding, indicating continued alignment with shareholder interests.

Key Dates

Keywords

PubMatic, PUBM, Rajeev K. Goel, CEO, insider trading, Form 4, stock sale, 10b5-1 plan, beneficial ownership, Class A Common Stock, Class B Common Stock, stock options