PubMatic, Inc. — Director's Dealing 2023

May 26, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2023-05-24

Reporting Person: CARLBORG W ERIC (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-24	Restricted Stock Units	$	A	1872	Acquired		Class A Common Stock (1872)	Direct

Footnotes

F1: Represents restricted stock units ("RSUs") payable in lieu of cash fees for Board of Directors and committee service from January 1, 2023 through May 31, 2023 pursuant to the Reporting Person's election under the Issuer's non-employee director compensation policy.

F2: Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

F3: The RSUs will be fully vested on May 31, 2023. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) the Reporting Person's death or disability, (ii) a change in control of the Issuer, and (iii) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

F4: RSUs do not expire; they either vest are are cancelled prior to vesting date.