Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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(Print or Type Responses)

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 (Month/Day/Year) 01/29/2026 (Street) REDWOOD CITY, CA 94063 4. If Amendment, Date Original Filed (Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/29/2026 M 42,203 A $ 0 42,203 D Class A Common Stock 01/30/2026 S(1) 21,592 D $7.3167(2) 20,611 D Class A Common Stock 02/02/2026 C 23,389 A (3) 44,000 D Class A Common Stock(4) 02/02/2026 S(5) 44,000(6) D $7.2561(7) 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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 Unit	$ 0 (8)	01/29/2026		M			42,203	(9)	(10)	Class A Common Stock	42,203	$ 0	0	D
Stock Option (Right to buy Class B Common Stock)	$1.11	02/02/2026		M			23,389	(11)	07/07/2026	Class B Common Stock	23,389	$ 0	245,462	D
Class B Common Stock	(3)	02/02/2026		M		23,389		(3)	(3)	Class B Common Stock	23,389	$1.11	234,373	D
Class B Common Stock	(3)	02/02/2026		C			23,389	(3)	(3)	Class A Common Stock	23,389	$ 0	210,984	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	581,260		581,260	I	See footnote(12)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	400,000		400,000	I	See footnote(13)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	68,616		68,616	I	See footnote(14)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	308,775		308,775	I	See footnote(15)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	308,775		308,775	I	See footnote(15)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	483,784		483,784	I	See footnote(16)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Goel Rajeev K. C/O PUBMATIC, INC. 601 MARSHALL STREET REDWOOD CITY, CA 94063	X	X	CHIEF EXECUTIVE OFFICER

Signatures

/s/ Andrew Woods, Attorney-in-Fact		02/02/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The sales reported in this line item represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.
(2)	The price reported in this line item is a weighted average price. These shares were sold at prices ranging from $7.25 to $7.37, inclusive. 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.
(3)	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.
(4)	Following the sales reported in this line item, Mr. Goel holds 2,362,194 shares of Class A Common Stock and Class B Common Stock, which figure does not reflect vested but unexercised options, unvested options, or unvested restricted stock units, each as of the date of filing. The option award under which these shares were exercised expires on July 7, 2026.
(5)	The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2025.
(6)	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.
(7)	Represents the weighted average sale price. The lowest price at which shares were sold was $7.145 and the highest price at which shares were sold was $7.395. 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.
(8)	Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.
(9)	Represents shares delivered pursuant to an RSU award granted to the Reporting Person on January 29, 2021, which vested quarterly over four years from June 30, 2021 through December 31, 2024. Delivery of the shares issuable upon settlement was deferred until January 29, 2026 in accordance with the terms of the award agreement and Section 409A of the Internal Revenue Code.
(10)	RSUs do not expire; they either vest or are canceled prior to the vesting date.
(11)	The options are fully vested.
(12)	These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
(13)	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.
(14)	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.
(15)	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.
(16)	These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

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