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

PubMatic CEO Rajeev K. Goel reported multiple transactions, including sales of Class A Common Stock to cover tax obligations and under a pre-arranged 10b5-1 trading plan.

Summary

• Rajeev K. Goel, PubMatic's Chief Executive Officer, Director, and 10% Owner, reported several transactions involving the company's equity securities.
• On January 1, 2026, Mr. Goel acquired 65,516 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) at a price of $0.
• On January 2, 2026, Mr. Goel disposed of 25,333 shares of Class A Common Stock at a weighted average price of $8.6129 per share. These sales were executed to cover tax withholding obligations related to RSU vesting.
• On January 5, 2026, Mr. Goel acquired 3,817 shares of Class A Common Stock through the conversion of Class B Common Stock, which was obtained by exercising fully vested stock options at an exercise price of $1.11 per share.
• Also on January 5, 2026, 44,000 shares of Class A Common Stock were disposed of at a weighted average price of $8.8027 per share. These shares were transferred to The Goel Family Trust and subsequently sold by the trust, pursuant to a Rule 10b5-1 trading plan adopted on March 2, 2025.
• Following these transactions, Mr. Goel holds a total of 2,362,194 shares of Class A Common Stock and Class B Common Stock, excluding vested but unexercised options, unvested options, or unvested restricted stock units.

Sentiment

Score: 5

Explanation: The filing details routine insider transactions, including RSU vestings and pre-planned sales under a 10b5-1 plan. These actions are typical for executives managing their equity compensation and do not inherently signal a strong positive or negative sentiment about the company's immediate prospects.

Positives

• The vesting of 65,516 Restricted Stock Units (RSUs) on January 1, 2026, indicates continued equity accumulation by the CEO as part of his compensation structure.
• The sales of 44,000 shares on January 5, 2026, were conducted under a Rule 10b5-1 trading plan, indicating pre-planned and systematic selling rather than reactive market timing.

Negatives

• The disposition of 25,333 shares to cover tax withholding obligations, while routine, represents a reduction in direct beneficial ownership.
• The sale of 44,000 shares by The Goel Family Trust, even if pre-planned, represents a reduction in the overall beneficial ownership of the CEO and his family.

Future Outlook

This Form 4 filing primarily reports past insider transactions and does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing is a routine insider transaction report specific to PubMatic and its CEO. It does not provide broader industry trends or competitive analysis.

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.
• 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.
• Securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

Stakeholder Impact

• Shareholders: The transactions represent routine insider activity, which typically has a neutral impact unless the scale or nature of sales is unusual. The pre-planned nature of some sales may alleviate concerns about market timing.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Certain stock options held by Mr. Goel are set to expire on July 7, 2026.

Key Dates

Recommendation

The filing details routine insider transactions by CEO Rajeev K. Goel, including RSU vestings and sales under a pre-arranged 10b5-1 trading plan to cover tax obligations and for personal financial planning. These transactions are not indicative of a fundamental change in the company's outlook or the insider's confidence, thus a 'hold' recommendation is maintained.

Keywords

PubMatic, PUBM, Rajeev Goel, Form 4, Insider Trading, Stock Sale, RSU Vesting, Stock Option Exercise, 10b5-1 Plan, CEO