PubMatic, Inc. — Director's Dealing 2025

Feb 5, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2025-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-03	Class A Common Stock	C	24891	—	Acquired	30787	Indirect
2025-02-03	Class A Common Stock	S	24891	$15.136	Disposed	5896	Direct
2025-02-04	Class A Common Stock	C	109	—	Acquired	6005	Indirect
2025-02-04	Class A Common Stock	S	109	$15.2422	Disposed	5896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-03	Stock Option (Right to buy Class B Common Stock)	$1.11	M	25000	Disposed	2026-07-07	Class B Common Stock (25000)	Direct
2025-02-03	Class B Common Stock	$	M	25000	Acquired		Class A Common Stock (25000)	Direct
2025-02-03	Class B Common Stock	$	C	24891	Disposed		Class A Common Stock (24891)	Direct
2025-02-04	Class B Common Stock	$	C	109	Disposed		Class A Common Stock (109)	Indirect

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 24,891 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust.

F3: 24,891 shares of Class A Common Stock are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, and 5,896 shares of Class A Common Stock are held by the Reporting Person.

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: These securities were transferred by the Reporting Person to The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, and were sold by the Goel Family Trust as reported herein.

F6: Represents the weighted average sale price. The lowest price at which shares were sold was $14.68 and the highest price at which shares were sold was $15.335. 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.

F7: Reflects the transfer of 109 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust.

F8: 109 shares of Class A Common Stock are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, and 5,896 shares of Class A Common Stock are held by the Reporting Person

F9: Represents the weighted average sale price. The lowest price at which shares were sold was $15.22 and the highest price at which shares were sold was $15.275. 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.

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.