Form 4: PubMatic CEO Rajeev Goel Trades Shares

PubMatic CEO Rajeev Goel reported transactions involving Class A Common Stock, including sales and acquisitions, primarily executed through a Rule 10b5-1 trading plan and for tax withholding.

Summary

• Rajeev Goel, CEO of PubMatic, Inc., reported several transactions involving Class A Common Stock on July 1st and July 2nd, 2026.
• These transactions include the acquisition of 17,176 shares and 8,500 shares, as well as the disposal of 17,176 shares and 50,354 shares.
• A significant portion of the sales (17,176 shares) were executed under a Rule 10b5-1 trading plan adopted on March 5, 2026.
• Another sale of 50,354 shares was to cover tax withholding obligations related to the vesting of Restricted Stock Units (RSUs).
• Goel also acquired 97,655 shares and 8,500 shares, with the latter sale covering tax withholding.
• The filing also details the status of various Restricted Stock Units (RSUs) and Stock Options, with some RSUs vesting quarterly and options being fully vested.
• Beneficial ownership is reported across direct holdings and indirect holdings through various trusts, including The Goel Family Trust, The Goel Family Gift Trust, The Goel Heritage Trust, and trusts for the benefit of his child.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as the transactions are primarily routine executive compensation management and sales under a pre-established plan, rather than indicative of significant positive or negative company performance.

Positives

• Acquisition of 17,176 shares on July 1, 2026, and 8,500 shares on July 2, 2026, indicating continued investment or compensation.
• Acquisition of 97,655 shares on July 1, 2026, likely related to RSU vesting or option exercises.
• The use of a Rule 10b5-1 trading plan suggests a pre-determined strategy for stock sales, which can provide a defense against insider trading allegations.
• Vesting of RSUs and exercise of stock options indicate ongoing compensation and potential for future share ownership.

Negatives

• Sale of 17,176 shares on July 1, 2026, at an average price of $13.9142.
• Sale of 50,354 shares on July 2, 2026, at a weighted average price of $13.6485, to cover tax withholding obligations.
• Sale of 8,500 shares on July 2, 2026, also to cover tax withholding obligations.

Risks

• The sale of a significant number of shares to cover tax withholding obligations could indicate a need for liquidity or a strategy to manage tax liabilities, which might be perceived negatively by the market if it suggests pressure to sell.
• The weighted average sale price for some transactions was between $13.50 and $13.89, which could be relevant if the stock price fluctuates significantly around these levels.

Future Outlook

The filing details the ongoing vesting schedules for Restricted Stock Units (RSUs) and the fully vested status of stock options, indicating potential future share issuances and ownership changes based on continued service.

Management Comments

• The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
• The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein with regard to the block trades.
• The Reporting Person disclaims beneficial ownership of securities held in certain trusts except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving a CEO and executed under a 10b5-1 plan, are common in the ad-tech industry as executives manage their compensation and diversify holdings. The reported sales for tax withholding are standard practice.

Related Party Transactions

• Transactions involving The Goel Family Trust, where the Reporting Person and his spouse are beneficiaries.
• Transactions involving The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries.
• Transactions involving The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries.
• Transactions involving a trust for the benefit of the Reporting Person's child.

Stakeholder Impact

• Shareholders: The sales, particularly those under the 10b5-1 plan, may influence short-term stock price dynamics. The acquisition of shares and exercise of options by the CEO can be seen as a signal of confidence in the company's future.

Next Steps

• Continued quarterly vesting of RSUs as per the outlined schedules.
• Potential exercise of remaining vested stock options.

Key Dates

Keywords

PubMatic, PUBM, Form 4, Insider Trading, Stock Options, Restricted Stock Units, Rule 10b5-1, Rajeev Goel, CEO, Beneficial Ownership, Class A Common Stock, Tax Withholding