X0306 4 2022-12-31 0 0001422930 PubMatic, Inc. PUBM 0001833465 Pantelick Steven C/O PUBMATIC, INC. 601 MARSHALL STREET REDWOOD CITY CA 94063 0 1 0 0 Chief Financial Officer Class A Common Stock 2022-12-31 4 M 0 2261 0.00 A 26062 D Class A Common Stock 2023-01-01 4 M 0 5057 0.00 A 31119 D Class A Common Stock 2023-01-03 4 S 0 3353 12.956 D 27766 D Restricted Stock Unit 0.00 2022-12-31 4 M 0 2261 0.00 D Class A Common Stock 2261 18087 D Restricted Stock Unit 0.00 2023-01-01 4 M 0 5057 0.00 D Class A Common Stock 5057 60677 D Class B Common Stock 0.00 Class A Common Stock 407360 407360 D Class B Common Stock 0.00 Class A Common Stock 115000 115000 I By spouse The sales reported on this Form 4 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.67 to $13.23, 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. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration. The RSUs vested as to 1/8 of the total shares on June 30, 2021, and 1/16th of the total shares vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. RSUs do not expire; they either vest or are canceled prior to the vesting date. The RSUs vested as to 1/16th of the total shares on April 1, 2022, and 1/16th of the total shares vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. 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. /s/ Andrew Woods, Attorney-in-Fact 2023-01-04