PubMatic, Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
PUBM$17.81+6.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001422930-25-000050
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001422930-26-000024
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 59 previous paragraphs and 68 current paragraphs.
50 unchanged; 4 reworded; 14 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
•changes in buyer bidding algorithms, including the deployment of artificial intelligence or automated optimization technologies by buyers that reduce the volume or value of impressions purchased through our platform;
Current report
•disruption to the digital advertising ecosystem driven by artificial intelligence, including the displacement of traditional programmatic advertising channels or reduction in open-web publisher traffic resulting from AI-powered search features or large language model-based services;
Current report
Risks Related to Artificial Intelligence and Machine Learning
Current report
We rely on machine learning and artificial intelligence technologies that may produce inaccurate or biased outputs, and our models may become less effective over time.
Current report
Our core platform operations, including real-time bidding, auction optimization, yield management, and audience targeting, depend on machine learning and artificial intelligence technologies that require large volumes of high-quality data. These models may produce inaccurate, incomplete, biased, or otherwise flawed outputs. If our training data contains errors, biases, or inconsistencies, or if market conditions, consumer behavior, or buyer and publisher dynamics change in ways not reflected in our historical training data, our models may perform below expectations. Poor model performance could result in suboptimal auction outcomes for our publishers and buyers, degraded platform competitiveness, loss of customer trust, and revenue decline. Our model validation and monitoring procedures may not detect all failures or performance degradation in a timely manner, particularly under novel or unanticipated conditions. Retraining or replacing models could be costly and time-consuming. Additionally, if our AI systems produce or inform decisions that are perceived as biased or unfair, we could face reputational harm, legal liability, or regulatory action. Any of these outcomes could adversely affect our business, results of operations, and financial condition.
Current report
Generative artificial intelligence and AI-powered search features may reduce open-web publisher traffic and disrupt the programmatic advertising ecosystem.
Current report
Generative artificial intelligence technologies, including AI-powered search features, large language model-based assistants, and agentic AI systems, may reduce the volume of user traffic directed to publisher websites by providing direct answers to user queries and bypassing traditional web navigation. As publishers experience traffic declines resulting from AI-mediated content consumption, the volume and value of advertising inventory available on our platform may decrease. This risk is particularly acute for open-web publishers that rely on search-driven and algorithmically distributed traffic to monetize their content through programmatic advertising. Additionally, the emergence of AI agents—autonomous systems that act on behalf of consumers—could further disrupt traditional web browsing behavior and the programmatic advertising ecosystem in ways we cannot fully anticipate. If these shifts reduce advertiser and publisher reliance on programmatic supply-side platforms, we may be unable to develop alternative revenue streams or adapt our platform sufficiently to offset the disruption. Any such development could have a material adverse effect on our business, revenues, and results of operations.
Current report
Competition from companies with greater artificial intelligence capabilities may adversely affect our business and market position.
Current report
We compete with large technology platforms and other companies that have significantly greater resources to invest in artificial intelligence and machine learning capabilities. These competitors are deploying generative AI and advanced machine learning systems to build advertising solutions, expand closed ecosystems, and develop identity-independent targeting approaches that may reduce the value of independent supply-side platforms. If our competitors develop AI capabilities that are superior to ours, or if AI-driven consolidation accelerates buyer and publisher preferences for closed ecosystems or vertically integrated platforms, we could lose market share, experience pricing pressure, or face reduced demand for our services. Competition for engineers and data scientists with AI and machine learning expertise is intense, and our ability to attract and retain such talent is essential to our competitive position. If we are unable to develop, acquire, or retain competitive AI capabilities, our business, results of operations, and financial condition could be adversely affected.
Current report
Evolving laws and regulations governing artificial intelligence may impose significant compliance obligations and expose us to liability.
Current report
Regulatory frameworks governing the development and use of artificial intelligence are evolving rapidly across the United States, the European Union, and other jurisdictions in which we operate. In particular, the European Union’s Artificial Intelligence Act (“EU AI Act”) imposes obligations on providers and deployers of AI systems, with key provisions applicable to general-purpose AI and higher-risk applications taking effect on August 2, 2026. Compliance with the EU AI Act may require us to classify our AI systems, conduct conformity assessments, implement risk management and human oversight procedures, maintain technical documentation, and provide transparency to affected parties. Failure to comply could expose us to penalties of up to €15 million or 3% of worldwide annual turnover, as well as operational disruptions and reputational harm. In the United States, numerous states are considering or have enacted legislation governing AI systems, automated decision-making, and algorithmic transparency, and the regulatory landscape continues to evolve. The cost of compliance with AI regulations, individually and in the aggregate, may be substantial, and evolving requirements could require us to modify product design, data practices, or business operations in ways that are difficult to predict. Any failure to comply with applicable AI laws and regulations could adversely affect our business, financial condition, and results of operations.
Current report
The proliferation of AI-generated content may create brand safety risks and inventory quality challenges that adversely affect our business.
Current report
The rapid proliferation of AI-generated content across publisher websites presents emerging brand safety and inventory quality challenges. AI-generated content may contain inaccurate information, biases, or inappropriate material that advertisers may consider unsuitable for association with their brand. If advertisements served through our platform are placed alongside AI-generated content that harms an advertiser’s brand reputation, our customers may reduce their spending on our platform, seek alternative solutions, or pursue claims against us. Our ability to accurately identify and classify AI-generated content in real time as part of our inventory quality and brand safety processes is still developing, and we cannot guarantee that our detection and mitigation tools will be effective against all forms of AI-generated content. In addition, emerging regulatory requirements for the disclosure and labeling of AI-generated content may impose additional compliance obligations on us and our publisher customers. If we are unable to adequately address AI-generated content risks, our business, results of operations, and financial condition could be adversely affected.
Current report
In addition to the GDPR and ePrivacy Directive, the EU AI Act imposes further obligations on companies that develop or deploy AI systems that process personal data. Key provisions of the EU AI Act take effect on August 2, 2026, and may require us to document the data used to train and operate our AI and machine learning models, conduct assessments of AI system risks, implement human oversight mechanisms, and provide transparency to affected parties. These obligations intersect significantly with our existing GDPR compliance obligations and may require additional investment in compliance infrastructure, documentation, and personnel. Failure to comply with the EU AI Act could expose us to penalties of up to €15 million or 3% of worldwide annual turnover, reputational harm, or operational restrictions. As the EU AI Act is still being interpreted and guidance from regulators is developing, we cannot fully predict the compliance costs or operational impacts at this time.
Removed paragraphs (5)
Previous report
Our litigation with Google LLC presents several risks to our business that could adversely affect our business, results of operations and financial condition.
Previous report
On September 8, 2025, we filed a lawsuit against Google LLC ("Google"), seeking damages and injunctive relief in connection with Google's alleged anticompetitive behavior in the publisher ad server and ad exchange markets for open-web display (the "Google Lawsuit"). The Google Lawsuit followed an April 2025 ruling in a case brought against Google by the U.S. Department of Justice, where the U.S. District Court found that Google engaged in anticompetitive and monopolistic behavior in certain digital advertising markets.
Previous report
Google is a significant participant in the digital advertising ecosystem and both a major partner and competitor to PubMatic. A material portion of our revenue is generated through our relationship with Google and the Google DV360 DSP. The Google Lawsuit is in its early stages, and the outcome and timing of the Google Lawsuit is uncertain and difficult to predict.
Previous report
The Google Lawsuit presents several risks to our business, including the potential for retaliatory actions by Google. Such actions could include, but are not limited to, altering our access to their platforms, seeking to modify commercial terms between PubMatic and Google in a manner unfavorable to us, deprioritizing our services or offerings, or otherwise using their market position to negatively impact our operations. Any such actions could disrupt our ability to serve our customers and partners, reduce our revenue, and harm our relationships with publishers and advertisers.
Previous report
The Google Lawsuit may be costly, protracted, and divert management's attention and resources from our business operations. Any damages awarded may not be commensurate with our expectations, and we may not receive any monetary damages at all. The injunctive relief sought in the Google Lawsuit may not be granted, or may not be granted to the extent we have requested or in a manner that adequately protects us in the future. The existence of the Google Lawsuit and any potential retaliatory measures could also negatively affect our reputation and our ability to compete, potentially causing our business, financial condition, and results of operations to be materially and adversely affected.
Reworded paragraphs (4)
Previous wording
Investing in our common stock involves a high degree of risk. The Company’s business, operations, financial results, and our stock price can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024. When any one or more of these risks materialize from time to time, such developments could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our stock. Below are material changes to our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2024.
Current wording
Investing in our common stock involves a high degree of risk. The Company’s business, operations, financial results, and our stock price can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025. When any one or more of these risks materialize from time to time, such developments could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our stock. These disclosures reflect the Company's beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing of such events or a representation as to whether or not such factors or similar events have occurred in the past or their likelihood of occurring in the future. Below are material changes to our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Our business depends on the overall demand for advertising and on the economic health of our current and prospective publishers and buyers. In recent years, macroeconomic factors such as general economic volatility, recessionary fears, inflation, volatile interest rates and softening demand in certain verticals caused some advertisers to reduce their advertising budgets. Such macroeconomic factors, as well as broader economic downturns, recessions, transnational trade wars or disruptions, inflation, further volatility in interest rates or foreign exchange rates or any supply chain disruptions, changes in the tax treatment of advertising expenses, or general financial uncertainty in North America, Europe, and Asia, where we do most of our business; could adversely affect our business, results of operations, and financial condition. In addition, the conflict in Ukraine and the resumption of the conflict in Israel could cause unpredictable economic effects in Europe and EMEA, including potentially softening general consumer demand. Such conflicts may increase costs of labor and other items impacting our cost of revenue, and these factors and potential others may do so in the future. Reductions in overall advertising spending due to these factors or other factors could make it difficult to predict our revenue and could adversely affect our business, results of operations, and financial condition.
Current wording
Our business depends on the overall demand for advertising and on the economic health of our current and prospective publishers and buyers. In recent years, macroeconomic factors such as general economic volatility, recessionary fears, inflation, volatile interest rates and softening demand in certain verticals caused some advertisers to reduce their advertising budgets. Such macroeconomic factors, as well as broader economic downturns, recessions, transnational trade wars or disruptions, inflation, further volatility in interest rates or foreign exchange rates or any supply chain disruptions, changes in the tax treatment of advertising expenses, or general financial uncertainty in North America, Europe, and Asia, where we do most of our business; could adversely affect our business, results of operations, and financial condition. In addition, the conflict in Ukraine and the resumption of the conflict in Israel could cause unpredictable economic effects in Europe and EMEA, including potentially softening general consumer demand. Additionally, the imposition of significant tariffs and retaliatory trade measures by the United States and its trading partners, and any resulting trade war or prolonged disruption to global trade flows, could dampen advertiser budgets, increase operating costs, reduce consumer spending, and adversely affect economic conditions in the markets in which we operate, including North America, Europe, and Asia. Escalating geopolitical tensions, including in the Middle East, could compound these effects by disrupting energy markets, global supply chains, and general consumer and business confidence. Such conflicts may increase costs of labor and other items impacting our cost of revenue, and these factors and potential others may do so in the future. Reductions in overall advertising spending due to these factors or other factors could make it difficult to predict our revenue and could adversely affect our business, results of operations, and financial condition.
Previous wording
In February 2023, our board of directors authorized and approved a program pursuant to which we could repurchase up to $75.0 million in aggregate of shares of our Class A common stock, with the authorization to expire on December 31, 2024 (as amended, the “2023 Repurchase Program”). On February 22, 2024, our board of directors authorized an increase and extension to the 2023 Repurchase Program from $75.0 million to $175.0 million through December 31, 2025. On May 7, 2025, our board of directors authorized a further increase and extension to the 2023 Repurchase Program, increasing the total amount authorized for repurchase from $175.0 million to $275.0 million and extending the 2023 Repurchase Program through December 31, 2026 (the “2025 Repurchase Program Extension”). As of September 30, 2025, we have repurchased approximately $180.6 million of our Class A common stock in aggregate under the 2023 Repurchase Program. Although our board of directors authorized the 2025 Repurchase Program Extension, the program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock. The actual timing and amount of repurchases remain subject to a variety of factors, including stock price, trading volume, market conditions and other general business considerations, all of which may be negatively impacted by macroeconomic conditions and factors, including, for example, volatile interest rates, inflation, and geopolitical uncertainty. The 2023 Repurchase Program may be modified, suspended, or terminated at any time, and we cannot guarantee that the 2023 Repurchase Program will be fully consummated or that it will enhance long-term stockholder value. The program could affect the trading price of our Class A common stock, increase volatility and diminish our cash and cash equivalents and marketable securities, and any announcement of a termination of this program may result in a decrease in the trading price of our stock.
Current wording
In February 2023, our board of directors authorized and approved a program pursuant to which we could repurchase up to $75.0 million in aggregate of shares of our Class A common stock, with the authorization to expire on December 31, 2024 (as amended, the “2023 Repurchase Program”). On February 22, 2024, our board of directors authorized an increase and extension to the 2023 Repurchase Program from $75.0 million to $175.0 million through December 31, 2025. On May 7, 2025, our board of directors authorized a further increase and extension to the 2023 Repurchase Program, increasing the total amount authorized for repurchase from $175.0 million to $275.0 million and extending the 2023 Repurchase Program through December 31, 2026 (the “2025 Repurchase Program Extension”). As of March 31, 2026, we have repurchased approximately $189.9 million of our Class A common stock in aggregate under the 2023 Repurchase Program. Although our board of directors authorized the 2025 Repurchase Program Extension, the program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock. The actual timing and amount of repurchases remain subject to a variety of factors, including stock price, trading volume, market conditions and other general business considerations, all of which may be negatively impacted by macroeconomic conditions and factors, including, for example, volatile interest rates, inflation, and geopolitical uncertainty. The 2023 Repurchase Program may be modified, suspended, or terminated at any time, and we cannot guarantee that the 2023 Repurchase Program will be fully consummated or that it will enhance long-term stockholder value. The program could affect the trading price of our Class A common stock, increase volatility and diminish our cash and cash equivalents and marketable securities, and any announcement of a termination of this program may result in a decrease in the trading price of our stock.
Previous wording
(1)On February 28, 2023, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock in an aggregate amount of up to $75 million through December 31, 2024. On February 22, 2024, we announced the authorization of an additional $100 million under our share repurchase program for the repurchase of shares of our Class A common stock through December 31, 2025. On May 30, 2025, we announced the authorization of an additional $100 million under our 2023 Repurchase Program for the repurchase of shares of our Class A common stock through December 31, 2026.
Current wording
(1)On February 28, 2023, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock in an aggregate amount of up to $75 million through December 31, 2024. On February 26, 2024, we announced the authorization of an additional $100 million under our share repurchase program for the repurchase of shares of our Class A common stock through December 31, 2025. On May 30, 2025, we announced the authorization of an additional $100 million under our 2023 Repurchase Program for the repurchase of shares of our Class A common stock through December 31, 2026. As of March 31, 2026, we had purchased approximately $189.9 million of our Class A common stock.