Sec Form 4 Filing - Goel Rajeev K. @ PubMatic, Inc. - 2025-02-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Goel Rajeev K. 2. Issuer Name and Ticker or Trading Symbol PubMatic, Inc. [ PUBM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) C/O PUBMATIC, INC., 601 MARSHALL STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2025 (Street) REDWOOD CITY, CA94063 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/03/2025 C 25,000 A 25,000 ( 2 ) I See footnote ( 3 ) Class A Common Stock 02/03/2025 S( 4 ) 25,000 D $ 10.8367 ( 5 ) 0 I See footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 6 ) 02/18/2025 A 269,231 ( 7 ) ( 8 ) Class A Common Stock 269,231 $ 0 269,231 D Stock Option (Right to buy Class A Common Stock) $ 15.65 02/18/2025 A 269,231 ( 9 ) 02/17/2035 Class A Common Stock 269,231 $ 0 269,231 D Stock Option (Right to buy Class B Common Stock) $ 1.11 03/03/2025 M 15,782 ( 10 ) 07/07/2026 Class B Common Stock 15,782 $ 0 0 D Stock Option (Right to buy Class B Common Stock) $ 1.11 03/03/2025 M 9,218 ( 10 ) 07/07/2026 Class B Common Stock 9,218 $ 0 488,798 D Class B Common Stock ( 1 ) 03/03/2025 M 15,782 ( 1 ) ( 1 ) Class A Common Stock 15,782 $ 1.11 226,766 D Class B Common Stock $ 1.11 03/03/2025 M 9,218 ( 1 ) ( 1 ) Class A Common Stock 9,218 $ 1.11 235,984 D Class B Common Stock ( 1 ) 03/03/2025 C 25,000 ( 1 ) ( 1 ) Class A Common Stock 25,000 $ 0 210,984 D Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 581,260 581,260 I See footnote ( 11 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 400,000 400,000 I See footnote ( 12 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 68,616 68,616 I See footnote ( 13 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 308,775 308,775 I See footnote ( 14 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 308,775 308,775 I See footnote ( 14 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goel Rajeev K. C/O PUBMATIC, INC. 601 MARSHALL STREET REDWOOD CITY, CA94063 X X CHIEF EXECUTIVE OFFICER Signatures /s/ Andrew Woods, Attorney-in-Fact 03/05/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Reflects the transfer of 25,000 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust. ( 3 )These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )RSUs do not expire; they either vest or are canceled prior to the vesting date. ( 9 )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. ( 10 )The options are fully vested. ( 11 )These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act. ( 12 )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. ( 13 )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. ( 14 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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