PubMatic, Inc. — Director's Dealing 2025

Mar 5, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2025-02-18

Reporting Person: Goel Rajeev K. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-03	Class A Common Stock	C	25000	—	Acquired	25000	Indirect
2025-02-03	Class A Common Stock	S	25000	$10.8367	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-18	Restricted Stock Units	$	A	269231	Acquired		Class A Common Stock (269231)	Direct
2025-02-18	Stock Option (Right to buy Class A Common Stock)	$15.65	A	269231	Acquired	2035-02-17	Class A Common Stock (269231)	Direct
2025-03-03	Stock Option (Right to buy Class B Common Stock)	$1.11	M	15782	Disposed	2026-07-07	Class B Common Stock (15782)	Direct
2025-03-03	Stock Option (Right to buy Class B Common Stock)	$1.11	M	9218	Disposed	2026-07-07	Class B Common Stock (9218)	Direct
2025-03-03	Class B Common Stock	$	M	15782	Acquired		Class A Common Stock (15782)	Direct
2025-03-03	Class B Common Stock	$1.11	M	9218	Acquired		Class A Common Stock (9218)	Direct
2025-03-03	Class B Common Stock	$	C	25000	Disposed		Class A Common Stock (25000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (581260)	581260	Indirect
Class B Common Stock	$		Class A Common Stock (400000)	400000	Indirect
Class B Common Stock	$		Class A Common Stock (68616)	68616	Indirect
Class B Common Stock	$		Class A Common Stock (308775)	308775	Indirect
Class B Common Stock	$		Class A Common Stock (308775)	308775	Indirect

Footnotes

F1: Each share of Class B common stock held by the Issuer's executive officers, directors and their respective affiliates will convert automatically into one share of Class A common stock upon any transfer, except for certain permitted transfers.

F2: Reflects the transfer of 25,000 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust.

F3: These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

F4: The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 1, 2024.

F5: Represents the weighted average sale price. The lowest price at which shares were sold was $10.335 and the highest price at which shares were sold was $11.01. 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.

F6: Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.

F7: The RSUs vest as to 1/16th of the total shares on April 1, 2025, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F8: RSUs do not expire; they either vest or are canceled prior to the vesting date.

F9: The option vests as to 1/48 of the total shares on February 1, 2025, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F10: The options are fully vested.

F11: These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.

F12: These securities are held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, 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.

F13: These securities are held by The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, 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.

F14: These securities are held by a trust for the benefit of the Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, 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.