Form 4: PubMatic CFO Steven Pantelick Reports Significant Stock Transactions, Including RSU Vesting and Sales Under 10b5-1 Plan

PubMatic's Chief Financial Officer, Steven Pantelick, reported multiple stock acquisitions from RSU vesting and Class B common stock conversion, alongside sales of Class A common stock for tax obligations and under a pre-arranged trading plan.

Summary

• Steven Pantelick, PubMatic's Chief Financial Officer, reported changes in his beneficial ownership of PubMatic, Inc. Class A Common Stock and derivative securities.
• On July 1, 2025, Pantelick acquired 30,964 shares of Class A Common Stock at a price of $0 through the exercise/conversion of derivative securities, increasing his direct beneficial ownership to 57,990 shares.
• On July 2, 2025, he disposed of 15,598 shares of Class A Common Stock at a weighted average price of $12.5366 (ranging from $12.23 to $12.71) to cover tax withholding obligations related to restricted stock unit (RSU) vesting, reducing his direct beneficial ownership to 42,392 shares.
• On July 3, 2025, Pantelick acquired 4,000 shares of Class A Common Stock at a price of $0 through the conversion of Class B Common Stock, increasing his direct beneficial ownership to 46,392 shares.
• Also on July 3, 2025, he disposed of 15,690 shares of Class A Common Stock at a weighted average price of $12.8248 (ranging from $12.57 to $12.97) pursuant to a Rule 10b5-1 trading plan adopted on May 9, 2024, resulting in a direct beneficial ownership of 30,702 shares.
• Multiple Restricted Stock Units (RSUs) vested on July 1, 2025, converting into Class A Common Stock: 5,056 shares, 9,546 shares, 8,955 shares, and 7,407 shares.
• Pantelick holds significant direct and indirect beneficial ownership of derivative securities, including 10,113, 57,277, 89,551, and 103,696 direct Restricted Stock Units, and 297,488 direct Class B Common Stock.
• Indirect holdings of Class B Common Stock include 73,464 shares by spouse, 41,536 shares by PSLT DE LLC (beneficiaries include Reporting Person and children), and 115,000 shares by SMP DE LLC (beneficiaries include Reporting Person's spouse and children).

Sentiment

Score: 5

Explanation: The document reports routine insider stock transactions, including RSU vesting and sales for tax purposes or under a pre-arranged trading plan. These are standard occurrences for executives and do not inherently indicate positive or negative sentiment regarding the company's performance or outlook.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates the continued provision of service by the CFO to the Issuer, aligning management incentives with shareholder value.
• Sales conducted under a Rule 10b5-1 trading plan demonstrate pre-planned, systematic transactions rather than reactive selling, which can be viewed as a more disciplined approach to insider stock management.

Negatives

• The net reduction in direct Class A Common Stock holdings by the Chief Financial Officer, from 57,990 shares to 30,702 shares after the reported transactions, represents a decrease in direct personal investment in the company's primary equity.
• While common, insider sales, even for tax purposes, can sometimes be perceived by the market as a lack of confidence, though in this case, the sales are routine and pre-planned.

Future Outlook

The document indicates future vesting of Restricted Stock Units (RSUs) for the Reporting Person, with various tranches vesting quarterly on or after April 1, 2022, April 1, 2023, April 1, 2024, and April 1, 2025, subject to continued service to the Issuer.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, common for executives of publicly traded companies who receive equity as part of their compensation. The transactions, including RSU vesting and sales for tax purposes or under a 10b5-1 plan, are standard practices in the industry for managing executive equity holdings.

Stakeholder Impact

• Shareholders: The transactions represent a routine change in the CFO's direct equity holdings. The sales, while common, slightly reduce the CFO's direct stake, but the overall compensation structure through RSUs remains intact.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• Continued quarterly vesting of various tranches of Restricted Stock Units (RSUs) for the Reporting Person, subject to ongoing service to PubMatic.

Key Dates

Keywords

PubMatic, PUBM, Form 4, Insider Trading, Steven Pantelick, Chief Financial Officer, Stock Transactions, Restricted Stock Units, RSU Vesting, 10b5-1 Plan, Equity Compensation, Beneficial Ownership