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

PubMatic CEO Rajeev K. Goel executed a pre-planned sale of 44,000 Class A Common Stock shares at an average price of $8.4514.

Summary

• Rajeev K. Goel, Chief Executive Officer, Director, and 10% Owner of PubMatic, Inc., reported equity transactions on October 6, 2025.
• Exercised options to acquire 11,864 shares of Class B Common Stock at an exercise price of $1.11 per share; these options were fully vested and are set to expire on July 7, 2026.
• Converted 11,864 shares of Class B Common Stock into Class A Common Stock.
• Disposed of 44,000 shares of Class A Common Stock at a weighted average sale price of $8.4514 per share, with individual sale prices ranging from $8.19 to $8.635.
• The sale was conducted pursuant to a Rule 10b5-1 trading plan, which was adopted by Mr. Goel on March 2, 2025.
• The shares sold were initially transferred by Mr. Goel to The Goel Family Trust, of which he and his spouse are beneficiaries, and subsequently sold by the trust.
• Following these transactions, Mr. Goel's total beneficial ownership of Class A and Class B Common Stock stands at 2,362,194 shares, excluding vested but unexercised options, unvested options, or unvested restricted stock units.

Sentiment

Score: 5

Explanation: A neutral score. While insider selling can sometimes be viewed negatively, the transaction was pre-planned under a Rule 10b5-1 plan, which mitigates concerns about opportunistic selling. It is a routine disclosure of an insider's equity activity.

Positives

• The sale was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned transaction rather than an immediate reaction to market conditions, which can reduce concerns about opportunistic insider selling.
• The exercise of stock options indicates the realization of value from previously granted equity incentives.

Negatives

• Insider selling, even when pre-planned, can sometimes be perceived negatively by investors as it reduces the insider's direct equity stake in the company.

Future Outlook

This transactional filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing is a routine disclosure of an insider's equity transactions and does not provide information directly related to broader industry trends, competitive landscape, or market positioning.

Related Party Transactions

• 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 the reported sale.

Stakeholder Impact

• Shareholders may note the reduction in direct ownership by the CEO, though this is mitigated by the pre-planned nature of the sale under a Rule 10b5-1 plan.
• The transaction reflects the CEO's management of personal equity holdings and does not necessarily indicate a change in company fundamentals or outlook.

Key Dates

Keywords

PubMatic, PUBM, Rajeev K. Goel, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, CEO, Beneficial Ownership, Equity Transaction