PubMatic, Inc.
For the period ended May 29, 2026. Filed Apr 15, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2026 · Filed Apr 15, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2026 Annual Meeting of Stockholders
DATE & TIME Friday, May 29, 2026 9:00 a.m. Pacific Time
| The Company is holding the Annual Meeting to: | |
|---|---|
| 1 | Elect eight directors, each to serve until the 2027 annual meeting of stockholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation, or removal; |
| 2 | Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3 | Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers; and |
| 4 | Transact any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Dear Fellow Stockholders,
2025 was a pivotal year for PubMatic. We made decisive moves to reposition the business for renewed, profitable growth — and by the fourth quarter, the momentum was evident. Excluding the legacy DSP referenced in mid-2025 and political spend, our underlying revenue grew 18% year-over-year in the fourth quarter of 2025 and 9% for the full year, affirming the enduring strength of our platform and the value it delivers to publishers and buyers around the world.
We also made landmark advances in artificial intelligence in 2025, including the launch of AgenticOS, PubMatic’s operating system for orchestrating autonomous, agent-to-agent advertising campaigns across premium digital environments. More than 250 agentic deals had been transacted on our platform by the end of February, 2026, and we delivered the industry’s first fully autonomous, end-to-end agentic campaign — achieving more than 5x cost efficiencies in the process. We added 50 new demand-side platform partners in 2025, diversifying our buyer base and reducing concentration risk, with ad spend from performance-based and mid-market DSPs growing 30% year-over-year in the fourth quarter. In 2026, our priorities are clear: scale AgenticOS and our AI leadership, deepen DSP diversification, expand our omnichannel footprint, and deliver the sustained, profitable growth our stockholders expect.
NOTICE IS HEREBY GIVEN that the 2026 annual meeting of stockholders (the “Annual Meeting”) of PubMatic, Inc. (the “Company” or “PubMatic”) will be held via a virtual meeting on Friday, May 29, 2026 at 9:00 a.m. Pacific Time. You can attend the Annual Meeting via the internet and vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PUBM2026. You will need to have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.
The Company’s board of directors has fixed the close of business on April 1, 2026 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on April 1, 2026 are entitled to receive notice of, and to vote at, the meeting and any adjournments thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
A list of stockholders entitled to vote at the Annual Meeting will be available upon request by any stockholder for any purpose relating to the Annual Meeting. Stockholders can request the list of stockholders through our investor relations website at https://investors.pubmatic.com.
On or about April 15, 2026, the Company expects to mail to its stockholders the Notice containing instructions on how to access the Company’s proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of the Company’s proxy materials by mail.
Your vote is important. Whether or not you expect to attend the Annual Meeting, the Company encourages you to read the proxy statement and vote through the Internet or by telephone, or to request, sign, and return your proxy card as soon as possible, so that your shares may be represented at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Proxy Information” in the proxy statement. Returning the proxy does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares at the Annual Meeting.
PubMatic appreciates your continued support.
By Order of the Board of Directors,
| Rajeev K. Goel Chief Executive Officer | April 15, 2026 |
|---|
Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting of Stockholders to be held on May 29, 2026: the Proxy Statement and our 2025 Annual Report on Form 10-K are available at https://investors.pubmatic.com.
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