PubMatic, Inc.

Code

S

Shares

512

Price

$19.43

Footnotes

10

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 this line item is a weighted average price. These shares were sold as part of pooled trades for multiple security holders of the Issuer at prices ranging from $18.38 to $19.3725, 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 with regard to the pooled trades. The price reported in this line item is a weighted average price. These shares were sold as part of pooled trades for multiple security holders of the Issuer at prices ranging from $19.42 to $19.44, 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 with regard to the pooled trades. 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. The RSUs vested as to 1/4 of the total award on October 1, 2023 and 1/16th of the RSUs will 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 award on April 1, 2023, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2024, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2025, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vested as to 1/16th of the total award on April 1, 2026, and 1/16th of the total award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.