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The hearing on Defendants' motion to dismiss will be heard on February 25, 2027 at 10:00 a.m. in Courtroom 8 in San Francisco before Judge Jacqueline Scott Corley. (This is a text-only entry generated by the court. There is no document associated with this entry.) (ahm, COURT STAFF) (Filed on 9/8/2026) (Entered: 09/08/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/481603738/","id":481603738,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/497354506/","id":497354506,"tags":[],"absolute_url":"/docket/71160581/47/hsu-v-pubmatic-inc/","date_created":"2026-10-15T07:01:58.774800-07:00","date_modified":"2026-10-15T07:01:58.774824-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"47","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-10-15T07:01:58.752811-07:00","date_modified":"2026-10-15T07:01:58.758317-07:00","date_filed":"2026-07-07","time_filed":null,"entry_number":47,"recap_sequence_number":"2026-07-07.001","pacer_sequence_number":null,"description":"CLERK'S NOTICE CONTINUING MOTION HEARING. The hearing on Defendants' 39 Motion to Dismiss Amended Class Action Complaint set for 7/24/2026 is continued to 7/31/2026 at 9:00 a.m. in San Francisco, Courtroom 08, 19th Floor before Judge Jacqueline Scott Corley. (This is a text-only entry generated by the court. There is no document associated with this entry.) 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Due to the Court's trial schedule, the hearing on Defendants' 39 Motion to Dismiss Amended Class Action Complaint set for 7/23/2026 is continued to 7/24/2026 at 9:00 a.m. in San Francisco, Courtroom 08, 19th Floor before Judge Jacqueline Scott Corley. (This is a text-only entry generated by the court. There is no document associated with this entry.) (ahm, COURT STAFF) (Filed on 6/12/2026) (Entered: 06/12/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/477665543/","id":477665543,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/493267281/","id":493267281,"tags":[],"absolute_url":"/docket/71160581/57/hsu-v-pubmatic-inc/","date_created":"2026-09-11T09:06:09.135097-07:00","date_modified":"2026-09-11T09:06:09.142836-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"57","attachment_number":null,"pacer_doc_id":"035027633865","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order on Stipulation","acms_document_guid":""}],"date_created":"2026-09-11T09:06:09.093226-07:00","date_modified":"2026-10-15T07:01:59.161944-07:00","date_filed":"2026-09-11","time_filed":"08:50:20","entry_number":57,"recap_sequence_number":"2026-09-11.001","pacer_sequence_number":168,"description":"ORDER by Judge Jacqueline Scott Corley granting as modified 56 Stipulation SETTING BRIEFING SCHEDULE ON DEFENDANTS' ANTICIPATED MOTION TO DISMISS THE SECOND AMENDED COMPLAINT. (ahm, COURT STAFF) (Filed on 9/11/2026) Modified on 9/11/2026 (ahm, COURT STAFF). (Entered: 09/11/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/477301655/","id":477301655,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/492892158/","id":492892158,"tags":[],"absolute_url":"/docket/71160581/56/hsu-v-pubmatic-inc/","date_created":"2026-09-08T19:05:49.031484-07:00","date_modified":"2026-09-28T13:13:53.817040-07:00","sha1":"fcd0a938d7c96c438125b68adea3ce52aa3e19e6","page_count":5,"file_size":188861,"filepath_local":"recap/gov.uscourts.cand.454954/gov.uscourts.cand.454954.56.0_1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.454954/gov.uscourts.cand.454954.56.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 3:25-cv-07067-JSC Document 56 Filed 09/08/26 Page 1 of 5\n\n\n\n 1 GIBSON, DUNN & CRUTCHER LLP\n Jessica Valenzuela, Bar No. 220934\n 2 jvalenzuela@gibsondunn.com\n Jeff Lombard, Bar No. 285371\n 3 jlombard@gibsondunn.com\n 310 University Avenue\n 4 Palo Alto, California 94301-1744\n Telephone: 650.849.5300\n 5 Facsimile: 650.849.5333\n\n 6 GIBSON, DUNN & CRUTCHER LLP\n Jordan Estes (pro hac vice)\n 7 jestes@gibsondunn.com\n 200 Park Avenue\n 8 New York, NY 10166-0193\n Telephone: 212.351.4000\n 9 Facsimile: 212.351.4035\n\n 10 Attorneys for PubMatic, Inc., Rajeev K. Goel, and\n Steven Pantelick\n 11\n\n 12 UNITED STATES DISTRICT COURT\n\n 13 NORTHERN DISTRICT OF CALIFORNIA\n\n 14\n SIDNEY HSU, Individually and on Behalf of Case No. 3:25-cv-07067-JSC\n 15 All Others Similarly Situated,\n STIPULATED REQUEST AND\n 16 Plaintiff, [PROPOSED] ORDER SETTING\n BRIEFING SCHEDULE ON\n 17 v. DEFENDANTS\u2019 ANTICIPATED\n MOTION TO DISMISS THE SECOND\n 18 PUBMATIC, INC., RAJEEV K. GOEL, and AMENDED COMPLAINT\n STEVEN PANTELICK,\n 19 Judge: Hon. Jacqueline Scott Corley\n Defendants. Date Action Filed: August 20, 2025\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28 1\nGIBSON, DUNN &\nCRUTCHER LLP\n STIPULATED REQUEST AND [PROPOSED] ORDER SETTING BRIEFING SCHEDULE\nATTORNEYS AT LAW ON DEFENDANTS\u2019 ANTICIPATED MOTION TO DISMISS THE SECOND AMENDED\n COMPLAINT\n CASE NO. 3:25-CV-07067-JSC\n\f Case 3:25-cv-07067-JSC Document 56 Filed 09/08/26 Page 2 of 5\n\n\n\n 1 Pursuant to Rules 6-2 and 7-12 of the Northern District of California Civil Local\n 2 Rules, Plaintiff Sidney Hsu (\u201cPlaintiff\u201d) and Defendants PubMatic, Inc. (\u201cPubMatic\u201d),\n 3 Rajeev K. Goel, and Steven Pantelick (\u201cDefendants,\u201d and together with Plaintiff, the\n 4 \u201cParties\u201d), hereby agree and stipulate that good cause exists to request an order from the\n 5 Court setting the schedule for Defendants\u2019 response to the Second Amended Complaint\n 6 (defined below) and for briefing on Defendants\u2019 anticipated motion to dismiss.\n 7 WHEREAS, on August 20, 2025, Plaintiff filed a putative class action complaint\n 8 against Defendants for alleged violations of Sections 10(b) and 20(a) of the Securities\n 9 Exchange Act of 1934 and Rule 10b-5 promulgated thereunder (the \u201cComplaint\u201d);\n 10 WHEREAS, this action is governed by the Private Securities Litigation Reform Act\n 11 of 1995 (the \u201cPSLRA\u201d), which imposes an automatic stay of discovery during the pendency\n 12 of a motion to dismiss (15 U.S.C. \u00a7 78u-4(b)(3)(B));\n 13 WHEREAS, on October 25, 2025, the Court appointed Sidney Hsu as Lead Plaintiff\n 14 and Glancy Prongay & Murray (now known as Glancy Prongay Wolke & Rotter LLP) as\n 15 Lead Counsel pursuant to 15 U.S.C. \u00a7 78u-4(a)(3)(B) (Dkt. 31);\n 16 WHEREAS, on February 9, 2026, Plaintiff filed the Amended Class Action\n 17 Complaint (Dkt. 38) (the \u201cFirst Amended Complaint\u201d);\n 18 WHEREAS, on April 10, 2026, Defendants moved to dismiss the First Amended\n 19 Complaint (Dkt. 39);\n 20 WHEREAS, on July 27, 2026, the Court granted Defendants\u2019 motion to dismiss the\n 21 First Amended Complaint with leave to amend and ordered Plaintiff to file any further\n 22 amended complaint (the \u201cSecond Amended Complaint\u201d) by September 4, 2026 (Dkt. 48);\n 23 WHEREAS, the Parties believe that, given the requirements of the PSLRA and in\n 24 order to conserve the Court\u2019s and the Parties\u2019 resources, good cause exists to set the\n 25 schedule below, which affords Defendants a reasonable opportunity to evaluate and respond\n 26\n\n 27\n 2\n 28 STIPULATED REQUEST AND [PROPOSED] ORDER SETTING BRIEFING SCHEDULE\nGIBSON, DUNN &\n ON DEFENDANTS\u2019 ANTICIPATED MOTION TO DISMISS THE SECOND AMENDED\nCRUTCHER LLP COMPLAINT\n CASE NO. 3:25-CV-07067-JSC\n\f Case 3:25-cv-07067-JSC Document 56 Filed 09/08/26 Page 3 of 5\n\n\n\n 1 to the Second Amended Complaint and affords Plaintiff a comparable period in which to\n 2 oppose any motion to dismiss.\n 3 WHEREAS, the previous time modifications in this action are: (1) the Court\u2019s\n 4 October 15, 2025 Order (Dkt. 14) extending Defendants\u2019 time to respond to the Complaint\n 5 and vacating the Initial Case Management Conference, all associated deadlines, and the\n 6 ADR deadlines; and (2) the Court\u2019s December 11, 2025 Order (Dkt. 35) setting the schedule\n 7 for filing of the First Amended Complaint and responsive briefing;\n 8 WHEREAS, the Parties do not seek to reset these dates for the purpose of delay,\n 9 and the proposed new dates will not have an effect on any additional pre-trial and trial dates\n 10 as the Court has yet to schedule these dates.\n 11 NOW, THEREFORE, the Parties, subject to approval of the Court, hereby stipulate\n 12 and agree as follows:\n 13 1. Defendants shall answer, move to dismiss, or otherwise respond to the Second\n 14 Amended Complaint on or before October 20, 2026.\n 15 2. Plaintiff shall file any opposition to Defendants\u2019 motion to dismiss on or before\n 16 December 4, 2026.\n 17 3. Defendants shall file any reply in support of their motion to dismiss on or before\n 18 January 19, 2027.\n 19 4. Nothing in this stipulation shall be construed as a waiver of any of the Parties\u2019\n 20 rights or positions in law or equity, or as a waiver of any claims or defenses that the Parties\n 21 otherwise would have.\n 22 IT IS SO STIPULATED.\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n 3\n 28 STIPULATED REQUEST AND [PROPOSED] ORDER SETTING BRIEFING SCHEDULE\nGIBSON, DUNN &\n ON DEFENDANTS\u2019 ANTICIPATED MOTION TO DISMISS THE SECOND AMENDED\nCRUTCHER LLP COMPLAINT\nATTORNEYS AT LAW\n CASE NO. 3:25-CV-07067-JSC\n\f Case 3:25-cv-07067-JSC Document 56 Filed 09/08/26 Page 4 of 5\n\n\n\n 1 Respectfully submitted,\n\n 2 Dated: September 8, 2026 GIBSON, DUNN & CRUTCHER LLP\n\n 3 By: /s/ Jessica Valenzuela\n Jessica Valenzuela\n 4\n Attorney for Defendant PubMatic, Inc., Rajeev\n 5 K. Goel, and Steven Pantelick\n 6 Dated: September 8, 2026 GLANCY PRONGAY WOLKE & ROTTER LLP\n 7 By: /s/ Ex Kano S. Sams II\n Ex Kano S. Sams II\n 8\n Attorney for Plaintiff Sidney Hsu\n 9\n\n 10 * * *\n 11 ECF ATTESTATION\n 12 Pursuant to Civil Local Rule 5-1(i)(3), I attest that the concurrence in the filing of this\n 13 document has been obtained from all other signatories.\n 14\n Dated: September 8, 2026\n 15\n /s/ Jessica Valenzuela\n 16 Jessica Valenzuela\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n 4\n 28 STIPULATED REQUEST AND [PROPOSED] ORDER SETTING BRIEFING SCHEDULE\nGIBSON, DUNN &\n ON DEFENDANTS\u2019 ANTICIPATED MOTION TO DISMISS THE SECOND AMENDED\nCRUTCHER LLP COMPLAINT\nATTORNEYS AT LAW\n CASE NO. 3:25-CV-07067-JSC\n\f Case 3:25-cv-07067-JSC Document 56 Filed 09/08/26 Page 5 of 5\n\n\n\n 1 [PROPOSED] ORDER\n\n 2 PURSUANT TO STIPULATION, IT IS SO ORDERED.\n\n 3\n Dated: ______________, 2026\n 4\n\n 5 Hon. Jacqueline Scott Corley\n United States District Judge\n 6\n\n 7\n\n 8\n\n 9\n\n 10\n\n 11\n\n 12\n\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n 5\n 28 STIPULATED REQUEST AND [PROPOSED] ORDER SETTING BRIEFING SCHEDULE\nGIBSON, DUNN &\n ON DEFENDANTS\u2019 ANTICIPATED MOTION TO DISMISS THE SECOND AMENDED\nCRUTCHER LLP COMPLAINT\nATTORNEYS AT LAW\n CASE NO. 3:25-CV-07067-JSC\n\f","ocr_status":2,"date_upload":"2026-09-09T19:19:16.896050-07:00","document_number":"56","attachment_number":null,"pacer_doc_id":"035027618764","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Stipulation and Proposed Order","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/493057756/","id":493057756,"tags":[],"absolute_url":"/docket/71160581/56/1/hsu-v-pubmatic-inc/","date_created":"2026-09-09T19:18:58.104744-07:00","date_modified":"2026-09-09T19:18:58.104759-07:00","sha1":"","page_count":3,"file_size":159592,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"56","attachment_number":1,"pacer_doc_id":"035027618765","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Declaration of Jessica Valenzuela in Support of Stipulated Request and Proposed","acms_document_guid":""}],"date_created":"2026-09-08T19:05:49.004896-07:00","date_modified":"2026-10-15T07:01:59.133446-07:00","date_filed":"2026-09-08","time_filed":"18:53:07","entry_number":56,"recap_sequence_number":"2026-09-08.003","pacer_sequence_number":166,"description":"STIPULATION WITH PROPOSED ORDER SETTING BRIEFING SCHEDULE ON DEFENDANTS ANTICIPATED MOTION TO DISMISS THE SECOND AMENDED COMPLAINT - CORRECTION OF DOCKET 52 filed by Rajeev K. Goel, Steven Pantelick, PubMatic, Inc.. (Attachments: # 1 Declaration of Jessica Valenzuela in Support of Stipulated Request and Proposed Order Setting Briefing Schedule)(Valenzuela, Jessica) (Filed on 9/8/2026) (Entered: 09/08/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/477199168/","id":477199168,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/492787507/","id":492787507,"tags":[],"absolute_url":"","date_created":"2026-09-08T09:04:20.016759-07:00","date_modified":"2026-09-08T09:04:20.016770-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Clerk's Notice","acms_document_guid":""}],"date_created":"2026-09-08T09:04:20.007310-07:00","date_modified":"2026-09-08T09:04:20.007320-07:00","date_filed":"2026-09-08","time_filed":"08:44:19","entry_number":null,"recap_sequence_number":"2026-09-08.001","pacer_sequence_number":null,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/477194420/","id":477194420,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/492782646/","id":492782646,"tags":[],"absolute_url":"/docket/71160581/54/hsu-v-pubmatic-inc/","date_created":"2026-09-08T08:33:26.100533-07:00","date_modified":"2026-09-08T08:33:26.108064-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"54","attachment_number":null,"pacer_doc_id":"035027612423","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order on Stipulation","acms_document_guid":""}],"date_created":"2026-09-08T08:33:26.080713-07:00","date_modified":"2026-10-15T07:01:59.051816-07:00","date_filed":"2026-09-08","time_filed":"08:02:26","entry_number":54,"recap_sequence_number":"2026-09-08.001","pacer_sequence_number":162,"description":"ORDER by Judge Jacqueline Scott Corley granting 52 Stipulation Setting Briefing Schedule on Defendants' Anticipated Motion to Dismiss the Second Amended Complaint. (ahm, COURT STAFF) (Filed on 9/8/2026) (Entered: 09/08/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/477059335/","id":477059335,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/492640107/","id":492640107,"tags":[],"absolute_url":"/docket/71160581/53/hsu-v-pubmatic-inc/","date_created":"2026-09-04T21:05:21.278797-07:00","date_modified":"2026-09-28T13:01:27.966958-07:00","sha1":"702e42e1c73af359dd37eea6ef2818ff0f7cffa2","page_count":37,"file_size":426518,"filepath_local":"recap/gov.uscourts.cand.454954/gov.uscourts.cand.454954.53.0_3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.454954/gov.uscourts.cand.454954.53.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 1 of 37\n\n\n\n\n 1 Robert V. Prongay (SBN 270796)\n rprongay@glancylaw.com\n 2 Ex Kano S. Sams II (SBN 192936)\n esams@glancylaw.com\n 3 Charles H. Linehan (SBN 307439)\n clinehan@glancylaw.com\n 4 Pavithra Rajesh (SBN 323055)\n prajesh@glancylaw.com\n 5 GLANCY PRONGAY WOLKE & ROTTER LLP\n 1925 Century Park East, Suite 2100\n 6 Los Angeles, California 90067\n Telephone: (310) 201-9150\n 7 Facsimile: (310) 201-9160\n\n 8 Counsel for Lead Plaintiff Sidney Hsu and for the\n Class\n 9\n10 UNITED STATES DISTRICT COURT\n11 NORTHERN DISTRICT OF CALIFORNIA\n12\n\n13 SIDNEY HSU, Individually and on Behalf of Case No. 3:25-cv-07067-JSC\n All Others Similarly Situated,\n14 SECOND AMENDED CLASS ACTION\n Plaintiff, COMPLAINT FOR VIOLATIONS OF\n15 THE FEDERAL SECURITIES LAWS\n v.\n16\n PUBMATIC, INC., RAJEEV K. GOEL, and\n17 STEVEN PANTELICK,\n\n18 Defendants.\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 2 of 37\n\n\n\n\n 1 Lead Plaintiff Sidney Hsu (\u201cPlaintiff\u201d) alleges the following based upon the investigation of\n\n 2 Plaintiff\u2019s counsel, which included, among other things: (1) a review of United States Securities and\n\n 3 Exchange Commission (\u201cSEC\u201d) filings by PubMatic, Inc. (\u201cPubMatic\u201d or the \u201cCompany\u201d); (2) a\n\n 4 review of securities analysts\u2019 reports and advisories about the Company; (3) analysis of press\n\n 5 releases, media reports, and other public statements issued by, or about, the Company; (4) interviews\n\n 6 of former Company employees and other individuals with knowledge of the allegations herein; and\n\n 7 (5) analysis of other information regarding the Company. Plaintiff believes that substantial\n\n 8 additional evidentiary support will exist for the allegations set forth herein after a reasonable\n\n 9 opportunity for discovery.\n10 NATURE OF THE ACTION\n11\n 1. This is a securities class action on behalf of all persons and entities who purchased\n12\n the Company\u2019s common stock between February 27, 2025 and August 11, 2025, inclusive (\u201cClass\n13\n Period\u201d), seeking to pursue remedies under the Securities Exchange Act of 1934 (\u201cExchange Act\u201d)\n14\n and SEC Rule 10b-5 promulgated thereunder.\n15\n 2. PubMatic is a technology company that enables real time programmatic advertising\n16\n transactions for advertisers, agencies, and demand side platforms (\u201cDSPs\u201d). Programmatic\n17\n advertising purportedly enables buyers to purchase ad impressions on publisher supplied inventory\n18\n within milliseconds in a sophisticated, technology-driven marketplace. The Company primarily\n19\n generates its revenue from the use of its platform for the purchase and sale of digital advertising\n20\n inventory.\n21\n 3. On August 11, 2025, PubMatic released its second quarter 2025 financial report. In\n22\n its report, PubMatic\u2019s Chief Financial Officer (\u201cCFO\u201d), Steven Pantelick (\u201cPantelick\u201d), revealed\n23\n that the Company\u2019s outlook reflected \u201ca reduction in ad spend from one of [its] top DSP partners.\u201d\n24\n The Company\u2019s Chief Executive Officer (\u201cCEO\u201d), Rajeev Goel (\u201cGoel\u201d), further revealed that a\n25\n \u201ctop DSP buyer\u201d had \u201cshifted a significant number of clients to a new platform that evaluates\n26\n inventory differently\u201d causing significant headwinds. In response to the inventory valuation change,\n27\n CEO Goel stated further that the Company would \u201cneed to do a better job . . . to prioritize across all\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 1\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 3 of 37\n\n\n\n\n 1 the hundreds of billions of daily ad impressions that we have, which subset of those impressions\n\n 2 that we send to this DSP.\u201d\n\n 3 4. On this news, PubMatic\u2019s stock price fell $2.23, or 21.1%, to close at $8.34 per share\n\n 4 on August 12, 2025, on unusually heavy trading volume.\n\n 5 5. As demonstrated herein, Defendants had long known about the Company\u2019s DSP\n\n 6 problems before the Company\u2019s August 11, 2025 press release. Indeed, the Company\u2019s DSP\n\n 7 problems were discussed in internal global meetings and weekly product management meetings that\n\n 8 were attended by CEO Goel. For example, in 2024, PubMatic saw a big impact on monetization\n\n 9 because of the Company\u2019s problems with DSPs, and it was evident at that time that PubMatic was\n10 not growing as fast as it had in previous years. Additionally, in 2024, there were huge projects\n\n11 around the reprioritization of traffic to The Trade Desk that made it clear that PubMatic was\n\n12 experiencing significant risks because of the Company\u2019s problems with DSPs. In fact, Company\n\n13 employees frequently expressed concerns during these meetings regarding these issues and\n\n14 conveyed that the Company\u2019s publishing demand was decreasing and that PubMatic faced serious\n\n15 challenges related to revenue as a result.\n\n16 6. Moreover, as indicated by a former company employee, internal Company\n17 documents further demonstrate that Defendants were aware of, and had access to, information\n\n18 showing the adverse effects that the Company\u2019s problems with DSPs were having upon PubMatic\u2019s\n\n19 financial results. For instance, PubMatic\u2019s minutes for the Company\u2019s global meetings and weekly\n\n20 product management meetings reflect discussions related to PubMatic\u2019s problems with DSPs in\n\n21 general and with The Trade Desk in particular. Additionally, internal revenue reports demonstrate\n\n22 a decrease in the Company\u2019s revenue from DSPs, which Defendants tracked daily.\n\n23 7. Thus, throughout the Class Period, Defendants made materially false and misleading\n24 statements and half-truths, as well as failed to disclose material adverse facts about the Company\u2019s\n\n25 business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that\n\n26 a top DSP buyer was shifting a significant number of clients to a new platform that evaluated\n\n27 inventory differently; (2) that, as a result, PubMatic was seeing a reduction in ad spend and revenue\n\n28 from this top DSP buyer; and (3) that, as a result of the foregoing, Defendants\u2019 positive statements\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 2\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 4 of 37\n\n\n\n\n 1 about the Company\u2019s business, operations, and prospects were materially misleading and lacked a\n\n 2 reasonable basis.\n\n 3 8. As a result of Defendants\u2019 misrepresentations and half-truths and the significant\n\n 4 decline in the price of the Company\u2019s common stock, Plaintiff and other Class members suffered\n\n 5 substantial losses and damages.\n\n 6 JURISDICTION AND VENUE\n\n 7 9. The claims asserted herein arise under, and pursuant to, Sections 10(b) and 20(a) of\n\n 8 the Exchange Act, 15 U.S.C. \u00a7\u00a778j(b) and 78t(a), and SEC Rule 10b-5 promulgated thereunder, 17\n\n 9 C.F.R. \u00a7240.10b-5.\n10 10. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C.\n11 \u00a71331 and \u00a727 of the Exchange Act.\n\n12 11. Venue is proper in this District pursuant to \u00a727 of the Exchange Act and 28 U.S.C.\n13 \u00a71391(b). Many of the acts charged herein, including the preparation and dissemination of\n14 materially false and misleading information, occurred, in substantial part, in this District.\n\n15 12. In connection with the acts alleged in this Complaint, Defendants, directly or\n16 indirectly, used the means and instrumentalities of interstate commerce, including, but not limited\n\n17 to, the mails, interstate telephone communications, and the facilities of an electronic securities\n\n18 exchange located in this District.\n\n19 PARTIES\n20 13. As set forth in the previously filed certification that is incorporated by reference\n21 herein (ECF No. 1 at 22-23), Plaintiff purchased the Company\u2019s common stock during the Class\n\n22 Period and has been damaged thereby.\n\n23 14. Defendant PubMatic is incorporated under the laws of Delaware. The Company\n24 maintains a headquarters location in Redwood City, California. PubMatic\u2019s common stock trades\n\n25 on the NASDAQ exchange under the symbol \u201cPUBM.\u201d\n\n26 15. Defendant Rajeev K. Goel (\u201cGoel\u201d) was the Company\u2019s CEO at all relevant times.\n27 16. Nonparty Steven Pantelick (\u201cPantelick\u201d) was the Company\u2019s CFO at all relevant\n28 times.\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 3\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 5 of 37\n\n\n\n\n 1 17. Defendants PubMatic and Goel are collectively referred to herein as \u201cDefendants.\u201d\n\n 2 18. CEO Goel is liable as a direct participant in the wrongs alleged herein. In addition,\n\n 3 by reason of his status as a senior executive officer and/or director, CEO Goel was a controlling\n\n 4 person within the meaning of Section 20(a) of the Exchange Act and had the power and influence\n\n 5 to cause the Company to engage in the unlawful conduct alleged. Because of his position of control,\n\n 6 CEO Goel was able to, and did, directly or indirectly, control the conduct of the Company\u2019s\n\n 7 business.\n\n 8 19. Because of his position within the Company, CEO Goel controlled and/or possessed\n\n 9 the authority to control the contents of the Company\u2019s reports, press releases, and presentations to\n10 securities analysts and, through them, to the investing public. In addition, CEO Goel was provided\n\n11 with copies of the Company\u2019s reports and press releases alleged to be misleading herein, prior to,\n\n12 or shortly after, their issuance and had the ability and opportunity to prevent their issuance or cause\n\n13 them to be corrected. Thus, CEO Goel had the opportunity to commit the fraudulent acts alleged\n\n14 herein.\n\n15 20. Moreover, as a senior executive officer and/or director \u2013 and as a controlling person\n16 of a publicly-traded company whose common stock was, and is, governed by the federal securities\n\n17 laws, CEO Goel had a duty to promptly disseminate accurate and truthful information with respect\n\n18 to the Company\u2019s financial condition and performance, growth, operations, financial statements,\n\n19 business, products, markets, management, earnings, and present and future business prospects.\n\n20 Additionally, CEO Goel also had a duty to correct any previously issued statements that had become\n\n21 materially misleading or untrue so that the market price of the Company\u2019s common stock would be\n\n22 based upon truthful and accurate information. Defendants\u2019 misrepresentations and half-truths\n\n23 during the Class Period violated these specific requirements and obligations.\n\n24 21. CEO Goel is liable as a participant in a fraudulent scheme and course of conduct that\n25 operated as a fraud and/or deceit on purchasers of the Company\u2019s common stock by disseminating\n\n26 materially false and misleading statements and/or concealing material adverse facts. This scheme:\n\n27 (1) deceived the investing public regarding the Company\u2019s business, operations and management,\n\n28 and the intrinsic value of the Company\u2019s common stock; (2) enabled the Company to obtain\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 4\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 6 of 37\n\n\n\n\n 1 additional capital at favorable prices, create a public market for its common stock, and gain access\n\n 2 to the public equity markets; and (3) caused Plaintiff and members of the Class to purchase the\n\n 3 Company\u2019s common stock at artificially inflated prices.\n\n 4 SUBSTANTIVE ALLEGATIONS\n\n 5 Background\n\n 6 22. PubMatic contends that its mission is to fuel the potential of Internet content creators\n\n 7 by providing an advertisement-funded Internet. The Company represents that its integrated\n\n 8 technology platform empowers content creators (which it refers to as \u201cpublishers\u201d) across the\n\n 9 Internet to maximize monetization of their advertising inventory. PubMatic also claims that its\n10 platform provides control and transparency to buyers, which includes advertisers, agencies, agency\n\n11 trading desks, and DSPs (which it collectively refer to as \u201cbuyers\u201d).\n\n12 23. PubMatic suggests that the challenges of scale and the complexity of the digital\n13 advertising ecosystem require an automated, fast, and efficient approach to purchasing ads online,\n\n14 known as programmatic advertising. According to the Company, programmatic advertising, on an\n\n15 automated basis, enables buyers to purchase ad impressions on publisher supplied inventory within\n\n16 milliseconds in a sophisticated, technology-driven marketplace. PubMatic claims that with header\n\n17 bidding (which enables a single parallel auction by a publisher with multiple interested parties\n\n18 simultaneously), the industry has seen a significant increase in the number of ad impressions that\n\n19 need to be processed and analyzed in real-time by each participant in the digital advertising\n\n20 ecosystem.\n\n21 24. Additionally, PubMatic contends that as consumers increasingly engage with digital\n22 media \u2013 and as advertisers bid on a growing array of ad formats and impressions \u2013 an immense\n\n23 amount of data is generated. According to PubMatic, this data includes anonymized consumer\n\n24 information about interests and intent, log files of winning and losing advertiser bids, and transaction\n\n25 records for billing and payment reconciliation. The Company claims that technology infrastructure\n\n26 platforms must rapidly process this data while offering a seamless digital ad experience. According\n\n27 to PubMatic, companies must continue to innovate and find efficiencies in their data processing\n\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 5\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 7 of 37\n\n\n\n\n 1 (including through the use of machine learning and artificial intelligence) to maintain pace with\n\n 2 growing volumes of transactions to maintain profitability.\n\n 3 25. PubMatic generates revenue from the use of its platform for the purchase and sale of\n\n 4 digital advertising inventory. The Company works primarily with publishers and app developers\n\n 5 who allow PubMatic direct access to their ad inventory, as well as select channel partners that meet\n\n 6 the Company\u2019s quality and scale thresholds. PubMatic\u2019s channel partners aggregate and provide\n\n 7 further access to thousands of sites and apps from smaller publishers. The Company generates\n\n 8 revenue through fees charged to its publishers, which are generally a percentage of the value of the\n\n 9 advertising impressions that publishers monetize on the Company\u2019s platform. PubMatic also\n10 generates revenues from its other products such as OpenWrap, its header bidding solution, and\n\n11 Connect, its solution that provides additional data and insights to buyers, which are sold separate\n\n12 from, or in conjunction with, use of its platform. To facilitate the sale of publisher inventory,\n\n13 PubMatic enters into written service agreements with its buyers, primarily DSPs, that allow them to\n\n14 use the Company\u2019s platform to buy ad inventory. As of December 31, 2024, the Company had\n\n15 1,049 employees, of whom 319 were located in the United States, 604 in India, and 126 in other\n\n16 offices around the world.\n\n17 Defendants\u2019 False and Misleading Statements and Insider Sales\n18 26. On February 27, 2025, the Company filed its Form 10-K with the SEC for the fiscal\n\n19 year ended December 31, 2024 (\u201c2024 Form10-K\u201d). Within the 2020 Form 10-K, Defendants stated\n\n20 the following:\n\n21 If our existing customers do not expand their usage of our platform, or if we fail\n to attract new publishers and buyers, our growth will suffer.\n22\n 27. The 2024 Form 10-K also stated the following:\n23\n Any disruptions in our relationships with premium publishers, buyers, or our\n24 largest channel partners could adversely affect our business, results of operations,\n and financial condition. If we cannot retain or add individual publishers with\n25 valuable ad impressions, or if such publishers decide not to make their valuable ad\n impressions available to us, then our buyers may be less inclined to use our\n26 platform, which could adversely affect our business, results of operations, and\n financial condition.\n27\n 28. Additionally, the 2024 Form 10-K further stated the following in relevant part:\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 6\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 8 of 37\n\n\n\n\n 1 We expect to face challenges, risks, and difficulties frequently experienced by\n growing companies in rapidly developing industries, including those relating to:\n 2\n \u2022 changes in demand and pricing for ad impressions sold on our platform;\n 3\n \u2022 changes in our access to valuable ad impressions from publishers;\n 4\n \u2022 responding to evolving industry standards and government regulations that\n 5 impact our business, particularly in the areas of data protection and consumer\n privacy;\n 6\n \u2022 developing, maintaining, and expanding relationships with publishers,\n 7 DSPs, agencies, advertisers, and buyers;\n 8 \u2022 seasonality in our business;\n 9 \u2022 innovating and developing new solutions that are adopted by and meet the\n needs of publishers, DSPs, agencies, advertisers, and buyers;\n10\n \u2022 competing against companies with a larger customer base or greater financial\n11 or technical resources;\n12 \u2022 changes in the structure of the buying and selling of ad impressions;\n13 \u2022 changes in the pricing policies of publishers and competitors;\n14 \u2022 changes in demand due to changes in macroeconomic environment, including\n as a result of an economic downturn, recession, inflation, changes in interest\n15 rates or foreign exchange rates, disruptions to supply chains, or otherwise;\n16 \u2022 further expanding our business internationally; and\n17 \u2022 recruiting, integrating, and retaining qualified and motivated employees,\n particularly engineers.\n18\n Any one or more of the factors above may result in significant fluctuations in our\n19 results of operations.\n20 29. Defendants\u2019 statements in \u00b6\u00b626-28 were false and misleading because Defendants\n21 misleadingly represented that a reduction in PubMatic\u2019s advertising spend could adversely affect\n\n22 the Company\u2019s business when CEO Goel knew, or was deliberately reckless in not knowing, that\n\n23 such risks had already materialized. Indeed, contrary to Defendants\u2019 representations that \u201c[i]f our\n\n24 existing customers do not expand their usage of our platform, or if we fail to attract new publishers\n\n25 and buyers, our growth will suffer\u201d and that \u201c[i]f we cannot retain or add individual publishers with\n\n26 valuable ad impressions, or if such publishers decide not to make their valuable ad impressions\n\n27 available to us, then our buyers may be less inclined to use our platform, which could adversely\n\n28 affect our business, results of operations, and financial condition,\u201d CEO Goel already knew, or was\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 7\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 9 of 37\n\n\n\n\n 1 deliberately reckless in not knowing, that The Trade Desk informed PubMatic in 2024 that PubMatic\n\n 2 was being de-prioritized.\n\n 3 30. For example, the account of a Company Confidential Witness (\u201cCW\u201d) 1\n\n 4 demonstrates that CEO Goel knew, or was deliberately reckless in not knowing, that The Trade\n\n 5 Desk informed PubMatic in 2024 that PubMatic was being de-prioritized. CW1 worked as a\n\n 6 Director of Global Support from August 2019 to June 2020 and as a Senior Director of Customer\n\n 7 Enablement from June 2020 until April 2025. As Senior Director of Customer Enablement, CW1\n\n 8 managed the Company\u2019s platform capacity and oversaw the way PubMatic allocated space to\n\n 9 publishers. CW1 reported to Jaan Janes (\u201cJanes\u201d), the Company\u2019s former Vice President of\n10 Publisher Partnerships. During CW1\u2019s tenure, CW1 oversaw issues related to the Company\u2019s\n\n11 inventory. In addition to contact during Company meetings, CW1 had frequent, almost daily contact\n\n12 with both CEO Goel and CFO Pantelick in CW1\u2019s early years at the Company, but less so\n\n13 subsequently.\n\n14 31. CW1 stated that the Company\u2019s DSP problems were discussed in global meetings,\n15 which originally occurred weekly on Mondays and subsequently occurred monthly. CW1\n16 personally attended the Company\u2019s global meetings. CW1 stated that these global meetings were\n\n17 also attended by CEO Goel as well as the Company\u2019s Vice President of Product Management. CW1\n\n18 also stated that most executives involved with PubMatic\u2019s revenue participated in the Company\u2019s\n\n19 global meeting, including Chief Revenue Officer Kyle Dozeman and Executive Vice President of\n\n20 Product Nichant Khathri (who was focused on revenue optimization and, to that end according to\n\n21 CW1, was always working to update the back end of the Company\u2019s systems). CW1 stated that in\n\n22 2024, PubMatic saw a big impact on monetization because of the Company\u2019s problems with DSPs\n\n23 in general, and with The Trade Desk in particular, and that it \u201cwas clear\u201d that PubMatic was not\n\n24 growing as fast as it had in previous years. CW1 stated that CEO Goel was aware of problems with\n\n25 revenue optimization with The Trade Desk because he participated in both the Company\u2019s global\n\n26 meetings and weekly product management meetings during which the participants discussed these\n\n27 issues.\n\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 8\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 10 of 37\n\n\n\n\n 1 32. CW1 stated further that PubMatic\u2019s problems with DSPs in general \u2013 and with The\n\n 2 Trade Desk in particular \u2013 were also discussed in weekly product management meetings, which\n\n 3 were held on Wednesdays. CW1 personally attended PubMatic\u2019s weekly product management\n\n 4 meetings. CEO Goel also attended the Company\u2019s weekly product management meetings in\n\n 5 addition to PubMatic\u2019s global meetings.\n\n 6 33. During PubMatic\u2019s weekly product management meetings, CW1 stated that the\n\n 7 participants at the meetings spent almost all of 2024 trying to ascertain how to get revenue from\n\n 8 DSPs to stop leaking. CW1 stated that during these meetings, the issues discussed related to the\n\n 9 declines in the Company\u2019s revenue were \u201cpervasive.\u201d For example, CW1 stated that in 2024, the\n10 participants at the weekly product management meetings determined that PubMatic did not perform\n\n11 well with video inventory in the new area of Connected TV (\u201cCTV\u201d), which sustained premium\n\n12 rates. CTV devices include Smart TVs, streaming sticks and boxes, and gaming consoles.\n13 According to CW1, everything other than CTV became just a commodity and was considered\n\n14 \u201ccheap.\u201d CW1 stated that the Company\u2019s competitors like Magnite focused on developing video\n\n15 inventory, which was \u201cpremium.\u201d In contrast, according to CW1, PubMatic maintained its historical\n\n16 focus on banner advertisements, which had accounted for much of the Company\u2019s revenue in\n\n17 previous years.\n\n18 34. CW1 indicated that during the Company\u2019s weekly product management meetings\n19 going back to 2024, there were huge projects around the reprioritization of traffic to The Trade Desk.\n\n20 CW1 described that in digital advertising, typically the technology involved will favor making\n\n21 money at any cost. However, according to CW1, to address the leakage of revenue related to The\n\n22 Trade Desk, PubMatic optimized things in favor of The Trade Desk to the point that the Company\n\n23 was \u201cgiving away money\u201d to The Trade Desk. For example, CW1 stated that PubMatic\u2019s customer\n\n24 success team created huge projects in 2024 intended to make the Company\u2019s inventory attractive to\n\n25 The Trade Desk. According to CW1, however, these projects merely consisted of cutting\n26 PubMatic\u2019s margins by 20-30% to give The Trade Desk a discounted rate to try to win back business\n\n27 from The Trade Desk. CW1 stated that CEO Goel oversaw these strategies to try to win back\n\n28 business from The Trade Desk. As a result, CW1 stated that it was clear to participants at the\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 9\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 11 of 37\n\n\n\n\n 1 Company\u2019s weekly product management meetings in 2024 that PubMatic was \u201cin a lot of danger\u201d\n\n 2 because of the Company\u2019s problems with The Trade Desk.\n\n 3 35. Additionally, CW1 stated that during PubMatic\u2019s weekly product management\n\n 4 meetings, the participants discussed the fact that The Trade Desk was prioritizing competitors who\n\n 5 were more competent in CTV, and that these market shifts drastically affected the value of the\n\n 6 Company\u2019s existing inventory. CW1 said, therefore, The Trade Desk was prioritizing competitors\n\n 7 in 2024 who were more competent in CTV and was de-prioritizing PubMatic because the Company\n\n 8 was less competent in CTV. According to CW1, as a result, banner ads became \u201ccheap\u201d and were\n\n 9 increasingly considered \u201cjunky.\u201d Thus, in 2024, CW1 stated that PubMatic\u2019s banner inventory that\n10 had previously sold for $50 each would bring in less than one dollar.\n\n11 36. CW1 stated further that during PubMatic\u2019s weekly product management meetings in\n12 2024, CEO Goel was furious at The Trade Desk because The Trade Desk had cut off PubMatic.\n\n13 CW1 stated that the Company\u2019s monetization team had asked CEO Goel to intervene to address the\n\n14 problems that PubMatic was experiencing with The Trade Desk. CW1 stated that during the\n\n15 Company\u2019s weekly product management meetings that CW1 and CEO Goel attended in 2024, the\n\n16 Company\u2019s monetization, product, and customer success teams met to discuss how PubMatic could\n\n17 mitigate the negative financial impacts from The Trade Desk\u2019s decision to circumvent business\n\n18 around PubMatic.\n\n19 37. CW1 also stated that during a weekly product management meeting in 2024, CEO\n20 Goel was demoralized while conveying a conversation he had with The Trade Desk. Specifically,\n\n21 CEO Goel told the meeting participants that The Trade Desk told CEO Goel that PubMatic \u201cjust\n\n22 wasn\u2019t big enough for The Trade Desk to care about.\u201d CW1 stated that during a subsequent meeting,\n\n23 CEO Goel lamented that \u201cmaybe I should have let them win at golf.\u201d\n\n24 38. Additionally, CW1 stated that former Vice President of Publisher Partnerships Janes,\n25 Amit Jamdade (\u201cJamdade\u201d) (the former Senior Director of Customer Success), and CW1 frequently\n\n26 voiced concerns during the weekly product management meetings regarding these issues. CW1\n\n27 stated that Janes, in particular, was \u201cvery vocal\u201d during these meetings in stating that the Company\u2019s\n\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 10\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 12 of 37\n\n\n\n\n 1 publishing demand was decreasing and that PubMatic faced serious challenges related to revenue\n\n 2 as a result.\n\n 3 39. Furthermore, CW1 stated that internal Company documents demonstrate that CEO\n\n 4 Goel was aware of, and had access to, information demonstrating the adverse effects that the\n\n 5 Company\u2019s problems with DSPs and The Trade Desk were having upon PubMatic\u2019s financial\n\n 6 results. According to CW1, PubMatic\u2019s minutes for the global meetings reflected discussions\n\n 7 related to PubMatic\u2019s problems with DSPs in general and with The Trade Desk in particular. CW1\n\n 8 also stated that minutes of the Company\u2019s weekly product management meetings documented these\n\n 9 problems and issues with respect to areas focused on monetization. CW1 indicated further that\n10 internal revenue reports reflected a decrease in the Company\u2019s revenue from DSPs, which\n\n11 Defendants tracked daily. According to CW1, \u201cthe warning signs were there.\u201d Indeed, contrary to\n\n12 Defendants\u2019 suggestion that issues related to \u201cdeveloping, maintaining, and expanding relationships\n\n13 with publishers, DSPs, agencies, advertisers, and buyers\u201d . . . \u201cmay result in significant fluctuations\n\n14 in our results of operations,\u201d CW1 stated that the Company was already experiencing DSP problems\n\n15 in general, and with The Trade Desk in particular, in 2024 as discussed in global and weekly product\n\n16 management meetings, which CW1 and CEO Goel personally attended. Thus, Defendants\u2019\n17 statements misled investors by identifying these risks as merely potential risks when, in fact, the\n\n18 events that existed as risks had actually occurred.\n\n19 40. Additionally, CEO Goel\u2019s statements at the end of the Class Period further\n20 demonstrate why Defendants\u2019 statements were false and misleading. For instance, during the\n\n21 conference call on August 11, 2025, CEO Goel had the following exchange with an analyst:\n\n22 Jason Helfstein - Oppenheimer & Co Inc - Analyst\n23 And what made it like specific to this DSP like best to understand like how you \u2013 if\n your decision on what was valuable inventory was fine for everybody else, why was\n24 it not fine for this DSP suddenly?\n25 Rajeev Goel - PubMatic Inc - Chief Executive Officer, Co-Founder, Director\n26 Yes. Our view is it was precipitated by a shift in clients that this DSP has from one\n platform to a different platform, and that shift corresponded with the quarter boarder.\n27 So we saw that impact starting in July.\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 11\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 13 of 37\n\n\n\n\n 1 41. Importantly, CEO Goel did not claim that the shift in clients that this DSP had from\n\n 2 one platform to a different platform occurred in July 2025. Rather, CEO Goel stated that PubMatic\n\n 3 purportedly saw the impact of that shift in July 2025. Indeed, on June 6, 2023, The Trade Desk\n\n 4 issued a press release entitled \u201cThe Trade Desk Launches Kokai \u2013 a New Media Buying Platform\n\n 5 that Brings the Full Power of AI to Digital Marketing\u201d which indicated that the shift that CEO Goel\n\n 6 was referring to that The Trade Desk made from Solimar to Kokai occurred in 2023. CEO Goel\u2019s\n\n 7 statement, therefore, corroborates the account of CW1, who stated that CEO Goel attended the\n\n 8 Company\u2019s global meetings and weekly product management meetings in which discussions were\n\n 9 held regarding the problems that PubMatic experienced with The Trade Desk long before PubMatic\n10 purportedly observed the financial impact of that shift in July 2025.\n\n11 42. On March 3, 2025 \u2013 only four days after PubMatic issued its 2024 Form 10-K \u2013 CFO\n12 Pantelick sold 4,000 shares of PubMatic stock at an average share price of $10.61 for proceeds of\n\n13 $42,440.\n\n14 43. On April 1, 2025, CEO Goel sold 25,000 shares of PubMatic stock at an average\n15 share price of $9.14 for proceeds of $228,500.\n\n16 44. The next day \u2013 on April 2, 2025 \u2013 CEO Goel sold 33,213 shares of PubMatic stock\n17 at an average share price of $9.31 for proceeds of $309,213. On the same day, CFO Pantelick sold\n\n18 12,061 shares of PubMatic stock at an average share price of $9.31 for proceeds of $112,288.\n\n19 45. The following day \u2013 April 3, 2025 \u2013 CFO Pantelick sold 18,384 shares of PubMatic\n20 stock at an average share price of $8.45 for proceeds of $155,345.\n\n21 46. On May 5, 2025, CEO Goel sold 25,000 shares of PubMatic stock at an average share\n22 price of $9.84 for proceeds of $246,000. On the same day, CFO Pantelick sold 4,000 shares of\n\n23 PubMatic stock at an average share price of $9.83 for proceeds of $39,320.\n\n24 47. On May 8, 2025, the Company filed its Form 10-Q for the quarter ended March 31,\n25 2025 (\u201c1Q25 Form 10-Q\u201d). Within the 1Q25 Form 10-Q, Defendants stated, in relevant part, the\n\n26 following:\n\n27 We expect to face challenges, risks, and difficulties frequently experienced by\n growing companies in rapidly developing industries, including those relating to:\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 12\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 14 of 37\n\n\n\n\n 1 \u2022 changes in demand and pricing for ad impressions sold on our platform;\n\n 2 \u2022 changes in our access to valuable ad impressions from publishers;\n\n 3 \u2022 responding to evolving industry standards and government regulations that\n impact our business, particularly in the areas of data protection and consumer\n 4 privacy;\n\n 5 \u2022 developing, maintaining, and expanding relationships with publishers,\n DSPs, agencies, advertisers, and buyers;\n 6\n \u2022 seasonality in our business;\n 7\n \u2022 changes in demand due to real or perceived economic stagnation or recession\n 8 in certain markets;\n 9 \u2022 innovating and developing new solutions that are adopted by and meet the\n needs of publishers, DSPs, agencies, advertisers, and buyers;\n10\n \u2022 competing against companies with a larger customer base or greater financial\n11 or technical resources;\n12 \u2022 changes in the structure of the buying and selling of ad impressions;\n13 \u2022 changes in the pricing policies of publishers and competitors;\n14 \u2022 changes in the bidding behavior of buyers of ad impressions;\n15 \u2022 changes in demand due to changes in macroeconomic environment, including\n as a result of an economic downturn, recession, inflation, volatility in interest\n16 rates or foreign exchange rates, disruptions to supply chains, disruptions to\n global trade, or otherwise;\n17\n \u2022 further expanding our business internationally; and\n18\n \u2022 recruiting, integrating, and retaining qualified and motivated employees,\n19 particularly engineers.\n20 Any one or more of the factors above may result in significant fluctuations in our\n results of operations.\n21\n 48. The statements above in \u00b647 in PubMatic\u2019s 1Q25 Form 10-Q were materially false\n22\n and misleading and failed to disclose material adverse facts about the Company\u2019s business,\n23\n operations, and prospects. Specifically, contrary to Defendants\u2019 suggestion that issues related to\n24\n \u201cdeveloping, maintaining, and expanding relationships with publishers, DSPs, agencies, advertisers,\n25\n and buyers\u201d . . . \u201cmay result in significant fluctuations in our results of operations,\u201d as noted above,\n26\n CW1 stated that the Company was already experiencing DSP problems in general, and with The\n27\n Trade Desk in particular, in 2024 as discussed in global and weekly product management meetings,\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 13\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 15 of 37\n\n\n\n\n 1 which CW1 and CEO Goel personally attended. Accordingly, Defendants\u2019 misrepresentations\n\n 2 identified these risks as mere possibilities when, in fact, the risks had already materialized.\n\n 3 49. For instance, CW1 stated that in 2024, PubMatic saw a big impact on monetization\n\n 4 because of the Company\u2019s problems with DSPs in general, and with The Trade Desk in particular,\n\n 5 and that it \u201cwas clear\u201d that PubMatic was not growing as fast as it had in previous years. CW1\n\n 6 stated that CEO Goel was aware of problems with revenue optimization with The Trade Desk\n\n 7 because he participated in both the Company\u2019s global meetings and weekly product management\n\n 8 meetings during which the participants discussed these issues. CW1 stated further that PubMatic\u2019s\n\n 9 problems with DSPs in general \u2013 and with The Trade Desk in particular \u2013 were also discussed in\n10 weekly product management meetings. During PubMatic\u2019s weekly product management meetings,\n\n11 CW1 stated that the participants at the meetings spent almost all of 2024 trying to ascertain how to\n\n12 get revenue from DSPs to stop leaking.\n\n13 50. Indeed, CW1 stated that during these meetings, the issues discussed related to the\n14 declines in the Company\u2019s revenue were \u201cpervasive.\u201d For example, CW1 stated that in 2024, the\n\n15 participants at the weekly product management meetings determined that PubMatic did not perform\n\n16 well with video inventory in the new area of CTV, which sustained premium rates. According to\n\n17 CW1, everything else became just a commodity and was considered \u201ccheap.\u201d CW1 stated that the\n\n18 Company\u2019s competitors like Magnite focused on developing video inventory, which was\n\n19 \u201cpremium,\u201d whereas PubMatic maintained its historical focus on banner advertisements.\n\n20 51. CW1 also indicated that during the Company\u2019s weekly product management\n21 meetings going back to 2024, there were huge projects around the reprioritization of traffic to The\n\n22 Trade Desk. CW1 described that in digital advertising, typically the technology involved will favor\n\n23 making money at any cost. However, according to CW1, to address the leakage of revenue related\n\n24 to The Trade Desk, PubMatic optimized things in favor of The Trade Desk to the point that the\n\n25 Company was \u201cgiving away money\u201d to The Trade Desk. For example, CW1 stated that PubMatic\u2019s\n\n26 customer success team created huge projects in 2024 intended to make the Company\u2019s inventory\n\n27 attractive to The Trade Desk. According to CW1, however, these projects merely consisted of\n\n28 cutting PubMatic\u2019s margins by 20-30% to give The Trade Desk a discounted rate to try to win back\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 14\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 16 of 37\n\n\n\n\n 1 business from The Trade Desk. CW1 stated that CEO Goel oversaw these strategies to try to win\n\n 2 back business from The Trade Desk. As a result, CW1 stated that it was clear to participants at the\n\n 3 Company\u2019s weekly product management meetings in 2024 that PubMatic was \u201cin a lot of danger\u201d\n\n 4 because of the Company\u2019s problems with The Trade Desk.\n\n 5 52. Additionally, CW1 stated that during PubMatic\u2019s weekly product management\n\n 6 meetings, the participants discussed the fact that The Trade Desk was prioritizing competitors who\n\n 7 were more competent in CTV, and that these market shifts drastically affected the value of the\n\n 8 Company\u2019s existing inventory. According to CW1, as a result, banner ads became \u201ccheap\u201d and\n\n 9 were increasingly considered \u201cjunky.\u201d Thus, in 2024, CW1 stated that PubMatic\u2019s banner inventory\n10 that had previously sold for $50 each would bring in less than one dollar.\n\n11 53. CW1 stated further that during PubMatic\u2019s weekly product management meetings in\n12 2024, CEO Goel was furious at The Trade Desk because The Trade Desk had cut off PubMatic.\n\n13 CW1 stated that the Company\u2019s monetization team had asked CEO Goel to intervene to address the\n\n14 problems that PubMatic was experiencing with The Trade Desk. CW1 stated that during the\n\n15 Company\u2019s weekly product management meetings that CW1 and CEO Goel attended, the\n\n16 Company\u2019s monetization, product, and customer success teams met to discuss how PubMatic could\n\n17 mitigate the negative financial impacts from The Trade Desk\u2019s decision to circumvent business\n\n18 around PubMatic.\n\n19 54. CW1 also stated that during a weekly product management meeting in 2024, CEO\n20 Goel was demoralized while conveying a conversation he had with The Trade Desk. Specifically,\n\n21 CEO Goel told the meeting participants that The Trade Desk told CEO Goel that PubMatic \u201cjust\n\n22 wasn\u2019t big enough for The Trade Desk to care about.\u201d\n\n23 55. Additionally, CW1 stated Janes, Jamdade, and CW1 frequently voiced concerns\n24 during the weekly product management meetings regarding these issues. CW1 stated that Janes, in\n\n25 particular, was \u201cvery vocal\u201d during these meetings in stating that the Company\u2019s publishing demand\n\n26 was decreasing and that PubMatic faced serious challenges related to revenue as a result.\n\n27\n\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 15\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 17 of 37\n\n\n\n\n 1 56. Additionally, CEO Goel\u2019s statements at the end of the Class Period further\n\n 2 demonstrate why Defendants\u2019 statements were false and misleading. For instance, during the\n\n 3 conference call on August 11, 2025, CEO Goel had the following exchange with an analyst:\n\n 4 Jason Helfstein - Oppenheimer & Co Inc - Analyst\n\n 5 And what made it like specific to this DSP like best to understand like how you \u2013 if\n your decision on what was valuable inventory was fine for everybody else, why was\n 6 it not fine for this DSP suddenly?\n\n 7 Rajeev Goel - PubMatic Inc - Chief Executive Officer, Co-Founder, Director\n\n 8 Yes. Our view is it was precipitated by a shift in clients that this DSP has from one\n platform to a different platform, and that shift corresponded with the quarter boarder.\n 9 So we saw that impact starting in July.\n10 57. Importantly, CEO Goel did not claim that the shift in clients that this DSP had from\n11 one platform to a different platform occurred in July 2025. Rather, CEO Goel stated that PubMatic\n\n12 purportedly saw the impact of that shift in July 2025. Indeed, on June 6, 2023, The Trade Desk\n\n13 issued a press release entitled \u201cThe Trade Desk Launches Kokai \u2013 a New Media Buying Platform\n\n14 that Brings the Full Power of AI to Digital Marketing\u201d which indicated that the shift that CEO Goel\n\n15 was referring to that The Trade Desk made from Solimar to Kokai occurred in 2023. CEO Goel\u2019s\n\n16 statement, therefore, corroborates the account of CW1, who stated that CEO Goel attended the\n\n17 Company\u2019s global meetings and weekly product management meetings in which discussions were\n\n18 held regarding the problems that PubMatic experienced with The Trade Desk long before PubMatic\n\n19 purportedly observed the financial impact of that shift in July 2025.\n\n20 58. On June 2, 2025, CEO Goel sold 25,000 shares of PubMatic stock at an average share\n21 price of $11.80 for proceeds of $295,000.\n\n22 59. The next day \u2013 June 3, 2025 \u2013 CFO Pantelick sold 4,000 shares of PubMatic stock\n23 at an average share price of $12.07 for proceeds of $48,280.\n\n24 60. On June 9, 2025, CEO Goel sold 44,000 shares of PubMatic stock at an average share\n25 price of $12.13 for proceeds of $533,720.\n\n26 61. On June 23, 2025, CEO Goel sold 44,000 shares of PubMatic stock at an average\n27 share price of $11.02 for proceeds of $484,880.\n\n28 62. On July 2, 2025, CEO Goel sold 33,001 shares of PubMatic stock at an average share\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 16\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 18 of 37\n\n\n\n\n 1 price of $12.56 for proceeds of $414,493. On the same day, CFO Pantelick sold 15,598 shares of\n\n 2 PubMatic stock at an average share price of $12.54 for proceeds of $195,599.\n\n 3 63. The following day \u2013 July 3, 2025 \u2013 CFO Pantelick sold 15,690 shares of PubMatic\n\n 4 stock at an average share price of $12.82 for proceeds of $201,146.\n\n 5 64. On July 7, 2025, CEO Goel sold 44,000 shares of PubMatic stock at an average share\n\n 6 price of $12.53 for proceeds of $551,320.\n\n 7 65. On July 21, 2025, CEO Goel sold 44,000 shares of PubMatic stock at an average\n\n 8 share price of $12.80 for proceeds of $563,200.\n\n 9 66. On August 1, 2025, CEO Goel sold 44,000 shares of PubMatic stock at an average\n10 share price of $11.28 for proceeds of $496,320.\n\n11 The Truth Begins to Emerge\n12 67. On August 11, 2025, after the market closed, PubMatic issued a press release\n\n13 announcing its financial results for the quarter ended June 30, 2025. The press release stated the\n\n14 following in relevant part:\n\n15 While our outlook includes a reduction in ad spend from one of our top DSP\n partners, the underlying health of the business remains strong while we mitigate the\n16 impact. Additionally, we are optimizing resources to focus on key priorities that\n include: diversifying DSP mix and accelerating investment on the buy-side, growing\n17 CTV, scaling emerging revenue streams, and integrating AI across our tech stack and\n operations. We have a healthy balance sheet and generate positive cash flow and are\n18 confident in the long-term strategy to drive durable, accelerated growth, increased\n profitability, and maximized shareholder value.\n19\n 68. On the same day, PubMatic held an earnings call to discuss the quarterly results\n20\n (\u201c2Q25 Earnings Call\u201d). During the 2Q25 Earnings Call, CEO Goel, stated the following:\n21\n Today, our top legacy DSP partners contribute the majority of ad spend on our\n22 platform. Historically, this strategy has delivered growth and scale. But platform\n changes on their end are often done with limited visibility and create revenue\n23 headwinds for us while we take steps to mitigate them. The most recent example\n occurred just last month in July and will impact our revenue in the second half of\n24 this year as we work through mitigation initiatives.\n\n25 69. Also during the 2Q25 Earnings Call, CFO Pantelick stated the following:\n\n26 Looking to the second half of the year, we are confident that we\u2019ll continue to see\n growth in these secular areas. Our end-to-end platform, SPO and recently launched\n27 AI-driven solutions are helping customers scale their ad businesses while\n streamlining their operations. At the same time, beginning in July, we saw a\n28 headwind emerge from another top DSP buyer, which recently made platform\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 17\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 19 of 37\n\n\n\n\n 1 changes. As a result, we saw a notable drop in spend in July from this DSP, which\n has stabilized in August.\n 2\n 70. Analysts were perplexed by Defendants\u2019 explanations. Indeed, analysts peppered\n 3\n Defendants with repeated questions about the \u201cheadwind\u201d that PubMatic experienced from one of\n 4\n its top DSP buyers:\n 5\n Matthew Swanson - Rbc Capital Markets - Analyst\n 6\n Hey, guys, thanks for taking the question.\n 7\n Rajeev, I know sometimes you can\u2019t give us all the details, but anything else you\n 8 can kind of tell us about the nature of the change from the DSP just because we\n weren\u2019t hearing this from some peers. And then also \u2013 so it sounds like drop in July,\n 9 stable in August. What the process is of doing the iterations to optimize activity?\n And then, Steve, if you could just kind of give us the balance between the DSP and\n10 the macro and how you were thinking about guidance, that would be great.\n11 Rajeev Goel - PubMatic Inc - Chief Executive Officer, Co-Founder, Director\n12 Yes. Thank you, Matt.\n13 So beginning in July, we saw a headwind emerge from a top DSP buyer, which\n recently shifted a significant number of clients to a new platform that evaluates\n14 inventory differently. And so the parameters of how they value inventory have\n changed, and we are working to optimize the inventory that we send this DSP\n15 accordingly. In addition, for some of our SPO partners, they did not realize until after\n the changes were made that their SPO strategies were no longer implemented.\n16\n And so as a result, they need to reimplement their SPO settings on this DSP\u2019s new\n17 platform, and that process takes time. So accordingly, we saw this notable drop in\n spend in July, and then we\u2019ve seen that stabilize in August.\n18\n Now given the scale and complexity of our real-time platform, we anticipate that it\n19 will take several months to iterate and optimize the traffic that we send to this DSP.\n And so while we\u2019re doing this, a top priority for us is to accelerate the diversification\n20 of ad spend on our platform away from legacy DSPs. And we\u2019ve been making\n progress, but we plan to accelerate our strategy. So for instance, in Q2, we expanded\n21 the share of spending from DSPs outside of the top 5 with performance marketers\n and mid-tier DSPs growing 20% year over year, such as MNTN and tvScientific and\n22 some China-based DSPs. In July, that same cohort accelerated to over 30% year over\n year.\n23\n And we think generally that there is significant opportunity as advertiser budgets\n24 outside of the top 250 advertisers and their holdco representatives is growing\n significantly faster than the growth rate within that top 250. But it\u2019s clear that the\n25 concentration of our legacy DSP relationships is a significant factor that\u2019s\n constraining our growth, and we intend to address that head on.\n26\n I\u2019ll turn it over to Steve.\n27\n Steven Pantelick - PubMatic Inc - Chief Financial Officer\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 18\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 20 of 37\n\n\n\n\n 1 Sure.\n\n 2 With respect to the outlook, Matt, the vast majority of the outlook is being\n influenced by this change by the DSP in July. Just to give you some additional\n 3 color. In providing the range, the way that I look at the bottom end of the range, it\n assumes that the latest trends that we\u2019re seeing today continue as such, and there\u2019s\n 4 minimal but some consumer softness from the macro. And of course, the upper end\n of the range assumes the mitigation efforts take hold and start to improve that spend,\n 5 and there is limited impact from the macro.\n\n 6 And I think the key point to note for investors is that as a business, we are very\n focused on moving quickly. Obviously, we have a bias towards action. We were\n 7 surprised. We had limited visibility from this change, but the team is moving very\n quickly. And as we demonstrated with the DSP change that occurred mid last year,\n 8 we worked through that.\n\n 9 And as I commented in the prepared comments, we grew that spend for the first time\n in July from that DSP. So we\u2019re confident we\u2019re on the right track.\n10\n 71. Analysts continued to question Defendants:\n11\n Jason Helfstein - Oppenheimer & Co Inc \u2013 Analyst\n12\n And what made it like specific to this DSP like best to understand like how you \u2013\n13 if your decision on what was valuable inventory was fine for everybody else, why\n was it not fine for this DSP suddenly?\n14\n Rajeev Goel - PubMatic Inc - Chief Executive Officer, Co-Founder, Director\n15\n Yes. Our view is it was precipitated by a shift in clients that this DSP has from one\n16 platform to a different platform, and that shift corresponded with the quarter\n boarder. So we saw that impact starting in July.\n17\n 72. One analyst questioned PubMatic further, noting that the platform shift that the\n18\n Company was referring to had been \u201cgoing on for some time:\u201d\n19\n Robert Coolbrith - Evercore Inc - Equity Analyst\n20\n Great, thank you for taking our questions.\n21\n I think the platform shift that you\u2019re talking about has been going on for some\n22 time. So just wondering if the triggering event in July was maybe incremental\n changes to that platform or a large number of your SPO customers finally making\n23 that transition or something else? And then finally, any indication of a step-up in\n activity around direct connects from that DSP?\n24\n And then finally, I guess, second question here would be, if you could just revisit the\n25 timelines for potential recovery, both around getting those SPO instructions back up\n and running and optimizing the traffic shaping. If you could just repeat those, that\n26 would be great.\n27 Thank you.\n28 Rajeev Goel - PubMatic Inc - Chief Executive Officer, Co-Founder, Director\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 19\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 21 of 37\n\n\n\n\n 1\n Sure. Yeah, hey, Rob.\n 2\n So I mean, we certainly saw an uptick or significant increase of this activity from\n 3 the DSP causing the drop in spend in July. So I can\u2019t speak to exactly kind of what\n was their timeline or all the history of changes that they made. But that\u2019s what we\n 4 observed on our platform, which we are -- again, we\u2019ve stabilized, but are working\n to improve. So there are things that we need to do to shape the traffic accordingly\n 5 from our platform more to the liking of that DSP. And so we\u2019re heavily engaged in\n that process.\n 6\n And then I\u2019ll turn it over to Steve for the second half of your question.\n 7\n Steven Pantelick - PubMatic Inc - Chief Financial Officer\n 8\n Yeah, I mean, just to quickly comment on a little bit more on that color, so that\n 9 DSP that made that change growing very nicely, double digits in June and then a\n notable decline negative year over year in July. So there was clearly a shift on their\n10 side in terms of how they were valuing inventory in terms of what it matters to them\n and how their platform operates.\n11\n And remind me the second part, it was --\n12\n Robert Coolbrith - Evercore Inc - Equity Analyst\n13\n I just say the time line you have most -- with the stabilization in August, does that\n14 indicate that most of your SPO customers have sort of gotten those instructions back\n into that platform? And any timeline on the optimization of the traffic shaping and\n15 how you\u2019re thinking about how long that could take to sort of get back to normal?\n16 Steven Pantelick - PubMatic Inc - Chief Financial Officer\n17 Sure.\n18 Well, our teams have absolutely been reaching out to all of our SPO partners, letting\n them know that this has happened, that they need to go into this platform and to\n19 reupload their SPO parameters. And so that\u2019s just a process that the SPO partners\n have to do on this DSP. So that\u2019s in process and happening. And it\u2019s -- after letting\n20 them know, it\u2019s largely in their hands.\n21 Now with respect to just the mitigation efforts, when we saw the trends start to really\n decel in July, obviously, we got all the appropriate folks focused on assessing. And\n22 what we saw when we had this significant change a year ago that there is a lot of\n iteration and testing that needs to be done because this is an incredibly complex\n23 ecosystem. You\u2019re talking about hundreds of billions of impressions a day that we -\n - ourselves are processing. And so it takes testing, iterating and then doing it all over\n24 again and seeing what works and does it meet the criteria that\u2019s been established.\n25 So our approach is we\u2019re working hard to mitigate it. I incorporated at the low end\n of the outlook an assumption that the mitigation efforts are relatively limited in terms\n26 of effectiveness this quarter, and we\u2019re going to keep working at it.\n27 I would say that given the important size of this DSP, it\u2019s just going to take time.\n And -- but we are well positioned to continue to work through it. And I really want\n28 to emphasize if you step back, this is a situation we have experienced [sic] doing.\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 20\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 22 of 37\n\n\n\n\n 1 The big challenge here was we didn\u2019t have any visibility in terms of the big decel.\n And so we\u2019re obviously reacting pretty quickly.\n 2\n Number two, we are in really healthy financial shape. I mean, we have roughly $120\n 3 million of cash, no debt. We generate free cash. So we are in this for the long run,\n and we\u2019re confident that we're going to work through this. And in the near term, we\n 4 are going to double down on the fastest growing areas that we have, diversify our\n DSP mix, et cetera.\n 5\n So we believe we\u2019re on the right track, and we're going to work through this.\n 6\n 73. Despite Defendants\u2019 claims that they were \u201csurprised,\u201d analysts continued to press\n 7\n Defendants during the 2Q25 Earnings Call:\n 8\n Eric Martinuzzi - Lake Street Capital Markets LLC \u2013 Analyst\n 9\n And then a follow-up regarding just the fact that you guys were surprised that this\n10 large partner changed how it valued the inventory you were sending it, is there a\n risk that other DSPs come to this same conclusion? In other words, how close are\n11 you to these DSPs where this kind of [issue] comes out of nowhere?\n12 Rajeev Goel - PubMatic Inc - Chief Executive Officer, Co-Founder, Director\n13 Yeah.\n14 I mean, in general, I think we\u2019re pretty close to these DSPs, and it\u2019s certainly our\n goal to be as close to them as possible. And I think it behooves the DSP as well to\n15 be continuously sharing feedback with us on what they want to see more of or what\n they want to see less of or how their advertiser requirements and mix is shifting.\n16 So I think, in general, we do quite a good job of being close to these DSPs.\n17 In this case, we are reacting with limited visibility. So we need to certainly look\n into that and figure out how we can do a better job.\n18\n 74. On this news, PubMatic\u2019s stock price fell $2.23, or 21.1%, to close at $8.34 per share\n19\n on August 12, 2025, on unusually heavy trading volume.\n20\n\n21 75. On August 12, 2025, Scotiabank Global Equity Research issued an analyst report on\n\n22 PubMatic entitled \u201c2Q25 Recap: Decent Second Qtr. Results, but Overshadowed by Poor Guidance\n\n23 for 3Q.\u201d The report stated, in relevant part, the following:\n\n24 2Q25 Results Beat, while 3Q25 guidance disappoints. As noted above, PUBM posted\n a modest beat, but disappointing guidance. Ex-TTD, we\u2019ve seen largely positive\n25 adtech results this quarter, but most have erred on the conservative side when\n presenting guidance. That being said, PUBM\u2019s guidance looks more than just\n26 conservative, and the market is voicing its displeasure. PUBM continues to\n emphasize that growth looks good outside of the DSP client that is reducing spend\n27 (mgmt. noted that underlying business - that which excludes the revenue from the\n buyer - grew ~19% yoy), but ultimately these aren\u2019t 1x impacts from legal, or a\n28 segment sale, or something similar. This is normal course of business operations, and\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 21\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 23 of 37\n\n\n\n\n 1 PUBM could very easily see another client tomorrow reduce spend. It\u2019s helpful for\n investors to know when growth will normalize, but to assume that this couldn\u2019t\n 2 happen again should the broader demand environment get tougher would be foolish.\n Additionally, PUBM may be having trouble optimizing for Kokai - we believe some\n 3 of the conservatism built in may be related to the learning curve as they optimize for\n the new platform. One last thing to note is that 3Q24 included ~$5M of political\n 4 spend - if we assume the midpoint of the guide and back out the political spend,\n revenues would still be declining yoy. We may not get a completely normal revenue\n 5 growth cadence for quite a while.\n\n 6\n ADDITIONAL SCIENTER ALLEGATIONS\n 7\n 76. As alleged herein, PubMatic and CEO Goel acted with scienter because they knew,\n 8\n or were deliberately reckless in not knowing, that: (1) the public documents and statements issued\n 9\n or disseminated in the name of the Company were materially false and/or misleading; and (2) such\n10\n statements or documents would be issued or disseminated to the investing public. As set forth\n11\n elsewhere herein in detail, CEO Goel, and PubMatic through the actions, omissions, and scienter of\n12\n CEO Goel, by virtue of their receipt of information reflecting the true facts regarding the Company,\n13\n their control over, and/or receipt and/or modification of PubMatic\u2019s allegedly materially misleading\n14\n misstatements and/or their associations with the Company which made them privy to confidential\n15\n proprietary information concerning PubMatic, participated in the fraudulent scheme alleged herein.\n16\n 77. In addition to the facts alleged herein, the following facts, which are listed by way of\n17\n example and not limitation, are additional facts that further support the strong inference of scienter\n18\n alleged.\n19\n CEO Goel\u2019s Access to Information Supports a Strong Inference of Scienter\n20\n 78. During the Class Period, CEO Goel, as a senior executive officer and/or director of\n21\n the Company, was privy to confidential and proprietary information concerning the Company, its\n22\n operations, finances, financial condition, and present and future business prospects. As set forth\n23\n above, CEO Goel had access to material adverse non-public information concerning the Company.\n24\n Because of his position within the Company, CEO Goel had access to non-public information about\n25\n the Company\u2019s business, finances, products, markets, and present and future business prospects via\n26\n internal corporate documents, conversations, and connections with other corporate officers and\n27\n employees, attendance at management and/or board of directors meetings and committees thereof,\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 22\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 24 of 37\n\n\n\n\n 1 and via reports and other information provided to them in connection therewith. Because of his\n\n 2 possession of such information, CEO Goel knew, or was deliberately reckless in not knowing, that\n\n 3 the adverse facts specified herein had not been disclosed to, and were being concealed from, the\n\n 4 investing public.\n\n 5 Defendants\u2019 Own Statements Add to a Strong Inference of Scienter\n\n 6 79. Additionally, CEO Goel\u2019s statements at the end of the Class Period further\n\n 7 demonstrate why Defendants\u2019 statements were false and misleading. For instance, during the\n\n 8 conference call on August 11, 2025, CEO Goel had the following exchange with an analyst:\n\n 9 Jason Helfstein - Oppenheimer & Co Inc - Analyst\n10 And what made it like specific to this DSP like best to understand like how you \u2013 if\n your decision on what was valuable inventory was fine for everybody else, why was\n11 it not fine for this DSP suddenly?\n12 Rajeev Goel - PubMatic Inc - Chief Executive Officer, Co-Founder, Director\n13 Yes. Our view is it was precipitated by a shift in clients that this DSP has from one\n platform to a different platform, and that shift corresponded with the quarter boarder.\n14 So we saw that impact starting in July.\n15 80. Importantly, CEO Goel did not claim that the shift in clients that this DSP had from\n16 one platform to a different platform occurred in July 2025. Rather, CEO Goel stated that PubMatic\n\n17 purportedly saw the impact of that shift in July 2025. Indeed, on June 6, 2023, The Trade Desk\n\n18 issued a press release entitled \u201cThe Trade Desk Launches Kokai \u2013 a New Media Buying Platform\n\n19 that Brings the Full Power of AI to Digital Marketing\u201d which indicated that the shift that CEO Goel\n\n20 was referring to that The Trade Desk made from Solimar to Kokai occurred in 2023. CEO Goel\u2019s\n\n21 statement, therefore, corroborates the account of CW1, who stated that CEO Goel attended the\n\n22 Company\u2019s global meetings and weekly product management meetings in which discussions were\n\n23 held regarding the shift in clients that The Trade Desk experienced from one platform to a different\n\n24 platform that occurred long before PubMatic purportedly observed the financial impact of that shift\n\n25 in July 2025.\n\n26 The Insider Selling Supports a Strong Inference of Scienter\n27 81. The stock sales made by CEO Goel and CFO Pantelick during the Class Period add\n\n28 to a strong inference of scienter considering the amount and percentage of shares sold, the timing of\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 23\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 25 of 37\n\n\n\n\n 1 the sales, and their prior trading history. Specifically, during the Class Period, CEO Goel sold\n\n 2 361,214 shares of PubMatic stock for proceeds of $4,122,646. These sales constituted 94% of CEO\n\n 3 Goel\u2019s holdings. Additionally, during the Class Period, CFO Pantelick sold 73,733 shares of\n\n 4 PubMatic stock for proceeds of $794,418. These sales constituted 71% of Pantelick\u2019s holdings.\n\n 5 82. Indeed, during the Class Period, CEO Goel and CFO Pantelick made the following\n\n 6 sales of Company stock:\n\n 7 \u2022 On April 1, 2025, CEO Goel sold 25,000 shares of PubMatic stock at an average\n share price of $9.14 for proceeds of $228,500;\n 8\n \u2022 On April 2, 2025, CEO Goel sold 33,213 shares of PubMatic stock at an average\n 9 share price of $9.31 for proceeds of $309,213;\n10\n \u2022 On May 5, 2025, CEO Goel sold 25,000 shares of PubMatic stock at an average share\n11 price of $9.84 for proceeds of $246,000;\n\n12 \u2022 On June 2, 2025, CEO Goel sold 25,000 shares of PubMatic stock at an average share\n price of $11.80 for proceeds of $295,000;\n13\n \u2022 On June 9, 2025, CEO Goel sold 44,000 shares of PubMatic stock at an average share\n14 price of $12.13 for proceeds of $533,720;\n15 \u2022 On June 23, 2025, CEO Goel sold 44,000 shares of PubMatic stock at an average\n16 share price of $11.02 for proceeds of $484,880;\n\n17 \u2022 On July 2, 2025, CEO Goel sold 33,001 shares of PubMatic stock at an average share\n price of $12.56 for proceeds of $414,493;\n18\n \u2022 On July 7, 2025, CEO Goel sold 44,000 shares of PubMatic stock at an average share\n19 price of $12.53 for proceeds of $551,320;\n20 \u2022 On July 21, 2025, CEO Goel sold 44,000 shares of PubMatic stock at an average\n21 share price of $12.80 for proceeds of $563,200;\n\n22 \u2022 On August 1, 2025, CEO Goel sold 44,000 shares of PubMatic stock at an average\n share price of $11.28 for proceeds of $496,320;\n23\n \u2022 On March 3, 2025, CFO Pantelick sold 4,000 shares of PubMatic stock at an average\n24 share price of $10.61 for proceeds of $42,440;\n25 \u2022 On April 2, 2025, CFO Pantelick sold 12,061 shares of PubMatic stock at an average\n share price of $9.31 for proceeds of $112,288;\n26\n\n27 \u2022 On April 3, 2025, CFO Pantelick sold 18,384 shares of PubMatic stock at an average\n share price of $8.45 for proceeds of $155,345;\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 24\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 26 of 37\n\n\n\n\n 1 \u2022 On May 5, 2025, CFO Pantelick sold 4,000 shares of PubMatic stock at an average\n share price of $9.83 for proceeds of $39,320;\n 2\n \u2022 On June 3, 2025, CFO Pantelick sold 4,000 shares of PubMatic stock at an average\n 3 share price of $12.07 for proceeds of $48,280;\n 4\n \u2022 On July 2, 2025, CFO Pantelick sold 15,598 shares of PubMatic stock at an average\n 5 share price of $12.54 for proceeds of $195,599; and\n\n 6 \u2022 On July 3, 2025, CFO Pantelick sold 15,690 shares of PubMatic stock at an average\n share price of $12.82 for proceeds of $201,146.\n 7\n 83. The timing of these sales also supports a strong inference of scienter. For example,\n 8\n on March 3, 2025 \u2013 only four days after PubMatic issued its 2024 Form 10-K \u2013 CFO Pantelick sold\n 9\n 4,000 shares of PubMatic stock at an average share price of $10.61 for proceeds of $42,440.\n10\n Additionally, CEO Goel and CFO Pantelick sold substantial amounts of PubMatic stock on the same\n11\n days. For example, on April 2, 2025 \u2013 CEO Goel sold 33,213 shares of PubMatic stock at an average\n12\n share price of $9.31 for proceeds of $309,213. On the same day, CFO Pantelick sold 12,061 shares\n13\n of PubMatic stock at an average share price of $9.31 for proceeds of $112,288. Similarly, on May\n14\n 5, 2025, CEO Goel sold 25,000 shares of PubMatic stock at an average share price of $9.84 for\n15\n proceeds of $246,000. On the same day, CFO Pantelick sold 4,000 shares of PubMatic stock at an\n16\n average share price of $9.83 for proceeds of $39,320. Moreover, on July 2, 2025, CEO Goel sold\n17\n 33,001 shares of PubMatic stock at an average share price of $12.56 for proceeds of $414,493. On\n18\n the same day, CFO Pantelick sold 15,598 shares of PubMatic stock at an average share price of\n19\n $12.54 for proceeds of $195,599.\n20\n 84. The stock sales by CEO Goel and CFO Pantelick were also unusual considering their\n21\n prior trading histories. For instance, between February 26, 2024 and August 8, 2024, CFO Pantelick\n22\n sold 43,281 shares of PubMatic stock for proceeds of $949,345 \u2013 proceeds that amounted to only\n23\n 41% of his holdings compared to sales amounting to 71% of his holdings during the Class Period.\n24\n And although CEO Goel sold 257,056 shares of PubMatic stock between February 26, 2024 and\n25\n August 8, 2024 for proceeds of $5,172,690, such sales did not occur during a period in which\n26\n Plaintiff alleges that the Company\u2019s stock was artificially inflated because of Defendants\u2019\n27\n misrepresentations. Thus, these stock sales add to the strong inference of scienter alleged.\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 25\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 27 of 37\n\n\n\n\n 1 The Core Operations Inference Bolsters the Strong Inference of Scienter Alleged\n\n 2 85. The core operations inference also adds to the strong inference of scienter alleged\n\n 3 because the facts relate to issues about which CEO Goel would have been aware. For example, The\n\n 4 Trade Desk was one of PubMatic\u2019s top two partners, which together account for more than 50% of\n\n 5 platform spending for the Company. Additionally, CEO Goel participated in meetings in which\n\n 6 issues related to The Trade Desk were discussed. For instance, CW1 stated that in 2024, PubMatic\n\n 7 saw a big impact on monetization because of the Company\u2019s problems with DSPs in general, and\n\n 8 with The Trade Desk in particular, and that it \u201cwas clear\u201d that PubMatic was not growing as fast as\n\n 9 it had in previous years. CW1 stated that CEO Goel was aware of problems with revenue\n10 optimization with The Trade Desk because he participated in both the Company\u2019s global meetings\n\n11 and weekly product management meetings during which the participants discussed these issues.\n\n12 CW1 stated further that PubMatic\u2019s problems with DSPs in general \u2013 and with The Trade Desk in\n\n13 particular \u2013 were also discussed in weekly product management meetings. During PubMatic\u2019s\n\n14 weekly product management meetings, CW1 stated that the participants at the meetings spent almost\n\n15 all of 2024 trying to ascertain how to get revenue from DSPs to stop leaking.\n\n16 86. Indeed, CW1 stated that during these meetings, the issues discussed related to the\n17 declines in the Company\u2019s revenue were \u201cpervasive.\u201d For example, CW1 stated that in 2024, the\n\n18 participants at the weekly product management meetings determined that PubMatic did not perform\n\n19 well with video inventory in the new area of CTV, which sustained premium rates. According to\n\n20 CW1, everything else became just a commodity and was considered \u201ccheap.\u201d CW1 stated that the\n\n21 Company\u2019s competitors like Magnite focused on developing video inventory, which was\n\n22 \u201cpremium.\u201d In contrast, according to CW1, PubMatic maintained its historical focus on banner\n\n23 advertisements, which had accounted for much of the Company\u2019s revenue in previous years.\n\n24 87. CW1 also indicated that during the Company\u2019s weekly product management\n25 meetings going back to 2024, there were huge projects around the reprioritization of traffic to The\n\n26 Trade Desk. CW1 described that in digital advertising, typically the technology involved will favor\n\n27 making money at any cost. However, according to CW1, to address the leakage of revenue related\n\n28 to The Trade Desk, PubMatic optimized things in favor of The Trade Desk to the point that the\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 26\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 28 of 37\n\n\n\n\n 1 Company was \u201cgiving away money\u201d to The Trade Desk. For example, CW1 stated that PubMatic\u2019s\n\n 2 customer success team created huge projects in 2024 intended to make the Company\u2019s inventory\n\n 3 attractive to The Trade Desk. According to CW1, however, these projects merely consisted of\n\n 4 cutting PubMatic\u2019s margins by 20-30% to give The Trade Desk a discounted rate to try to win back\n\n 5 business from The Trade Desk. CW1 stated that CEO Goel oversaw these strategies to try to win\n\n 6 back business from The Trade Desk. As a result, CW1 stated that it was clear to participants at the\n\n 7 Company\u2019s weekly product management meetings in 2024 that PubMatic was \u201cin a lot of danger\u201d\n\n 8 because of the Company\u2019s problems with The Trade Desk.\n\n 9 88. Additionally, CW1 stated that during PubMatic\u2019s weekly product management\n10 meetings, the participants discussed the fact that The Trade Desk was prioritizing competitors who\n\n11 were more competent in CTV, and that these market shifts drastically affected the value of the\n\n12 Company\u2019s existing inventory. According to CW1, as a result, banner ads became \u201ccheap\u201d and\n\n13 were increasingly considered \u201cjunky.\u201d Thus, in 2024, CW1 stated that PubMatic\u2019s banner inventory\n\n14 that had previously sold for $50 each would bring in less than one dollar.\n\n15 89. CW1 stated further that during PubMatic\u2019s weekly product management meetings in\n16 2024, CEO Goel was furious at The Trade Desk because The Trade Desk had cut off PubMatic.\n\n17 CW1 stated that the Company\u2019s monetization team had asked CEO Goel to intervene to address the\n\n18 problems that PubMatic was experiencing with The Trade Desk. CW1 stated that during the\n\n19 Company\u2019s weekly product management meetings that CW1 and CEO Goel attended, the\n\n20 Company\u2019s monetization, product, and customer success teams met to discuss how PubMatic could\n\n21 mitigate the negative financial impacts from The Trade Desk\u2019s decision to circumvent business\n\n22 around PubMatic.\n\n23 90. CW1 also stated that during a weekly product management meeting in 2024, CEO\n24 Goel was demoralized while conveying a conversation he had with The Trade Desk. Specifically,\n\n25 CEO Goel told the meeting participants that The Trade Desk told CEO Goel that PubMatic \u201cjust\n\n26 wasn\u2019t big enough for The Trade Desk to care about.\u201d\n\n27 91. Additionally, CW1 stated that Janes, Jamdade, and CW1 frequently voiced concerns\n28 during the weekly product management meetings regarding these issues. CW1 stated that Janes, in\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 27\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 29 of 37\n\n\n\n\n 1 particular, was \u201cvery vocal\u201d during these meetings in stating that the Company\u2019s publishing demand\n\n 2 was decreasing and that PubMatic faced serious challenges related to revenue as a result.\n\n 3 The Account of CW1 Supports a Strong Inference of Scienter\n\n 4 92. As set forth in detail above, the account of CW1 demonstrates that CEO Goel knew,\n\n 5 or was deliberately reckless in not knowing, of the falsity of Defendants\u2019 statements and\n\n 6 misrepresentations to investors.\n\n 7 Plaintiff Adequately Alleges Corporate Scienter\n\n 8 93. As a corporation, PubMatic acted, and could only have acted, through its employees\n\n 9 and agents. Accordingly, the scienter of the Company\u2019s senior controlling officers may be attributed\n10 to PubMatic itself to establish liability as a primary violator of the Exchange Act if such senior\n\n11 officials were acting within the scope of their apparent authority. At all times relevant herein, CEO\n\n12 Goel and CFO Pantelick were senior controlling officers of PubMatic and were acting within the\n\n13 scope of their apparent authority.\n\n14 Post Class Period Events\n15 94. On August 13, 2025, Investing.com published an article entitled \u201cPubMatic\u2019s SWOT\n\n16 analysis; adtech firm navigates DSP headwinds amid CTV growth.\u201d The article stated in relevant\n\n17 part the following with respect to PubMatic: \u201ca new headwind emerged from a major Demand-Side\n\n18 Platform (DSP) partner, suspected to be The Trade Desk (NASDAQ:TTD), due to a platform change\n\n19 from Solimar to Kokai. This change affected how inventory is valued and led to a decline in year-\n\n20 over-year spend in July after experiencing double-digit growth in June. The impact of this DSP\n\n21 partner change has been significant enough for PubMatic to adjust its future revenue and EBITDA\n\n22 guidance.\u201d\n\n23 CLASS ACTION ALLEGATIONS\n\n24 95. Plaintiff brings this action as a class action pursuant to Rules 23(a) and 23(b)(3) of\n\n25 the Federal Rules of Civil Procedure on behalf of a class consisting of all those who purchased the\n\n26 Company\u2019s common stock during the Class Period, and who were damaged thereby (\u201cClass\u201d).\n\n27 Excluded from the Class are: (a) persons and entities that suffered no compensable losses; and (b)(i)\n\n28 Defendants; (ii) any person who served as a partner, control person, officer, and/or director of the\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 28\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 30 of 37\n\n\n\n\n 1 Company during the Class Period, and members of their immediate families; (iii) present and former\n\n 2 parents, subsidiaries, assigns, successors, affiliates, and predecessors of the Company; (iv) any\n\n 3 entity in which the Defendants have or had a controlling interest; (v) any trust of which an Individual\n\n 4 Defendant is the settler or which is for the benefit of an Individual Defendant and/or member(s) of\n\n 5 their immediate families; (vi) Defendants\u2019 liability insurance carriers; and (vii) the legal\n\n 6 representatives, heirs, successors, and assigns of any person or entity excluded under provisions (i)\n\n 7 through (vi) hereof.\n\n 8 96. The members of the Class are so numerous that joinder of all members is\n\n 9 impracticable. Throughout the Class Period, the Company\u2019s common stock was actively traded on\n10 the NASDAQ exchange. While the exact number of Class members is unknown to Plaintiff at this\n\n11 time and can only be ascertained through appropriate discovery, Plaintiff believes that there are\n\n12 hundreds or thousands of members in the proposed Class. Record owners and other members of the\n\n13 Class may be identified from records maintained by the Company or its transfer agent and may be\n\n14 notified of the pendency of this action by mail, using the form of notice similar to that customarily\n\n15 used in securities class actions.\n\n16 97. Plaintiff\u2019s claims are typical of the claims of the members of the Class, since all\n17 members of the Class are similarly affected by Defendants\u2019 wrongful conduct in violation of federal\n\n18 law alleged herein.\n\n19 98. Plaintiff will fairly and adequately protect the interests of the members of the Class\n20 and has retained counsel competent and experienced in class action and securities litigation.\n\n21 99. Common questions of law and fact exist as to all members of the Class and\n22 predominate over any questions solely affecting individual members of the Class. Among the\n\n23 questions of law and fact common to the Class are:\n\n24 (1) whether Defendants\u2019 acts constituted violations of the federal securities laws;\n25 (2) whether Defendants\u2019 statements made to the investing public during\n26 the Class Period misrepresented material facts concerning the\n27 Company\u2019s business, operations, and financial condition;\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 29\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 31 of 37\n\n\n\n\n 1 (3) whether the price of the Company\u2019s common stock was artificially\n\n 2 inflated during the Class Period; and\n\n 3 (4) to what extent the members of the Class have sustained damages and\n\n 4 the proper measure of damages.\n\n 5 100. A class action is superior to all other available methods for the fair and efficient\n\n 6 adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the\n\n 7 damages suffered by individual Class members may be relatively small, the expense and burden of\n\n 8 individual litigation make it impossible for members of the Class to individually redress the wrongs\n\n 9 done to them. Additionally, there will be no difficulty in the management of this action as a class\n10 action.\n\n11 LOSS CAUSATION\n12 101. As detailed herein, during the Class Period Defendants engaged in a scheme to\n13 deceive the market and a course of conduct that artificially inflated the price of the Company\u2019s\n\n14 common stock. Defendants\u2019 conduct, moreover, operated as a fraud or deceit on Class Period\n\n15 purchasers of the Company\u2019s common stock by failing to disclose, and misrepresenting, the adverse\n\n16 facts detailed herein. As Defendants\u2019 prior misrepresentations and fraudulent conduct were\n17 disclosed and became apparent to the market, the price of the Company\u2019s common stock declined\n\n18 significantly as the prior artificial inflation dissipated from the Company\u2019s common stock.\n\n19 102. Specifically, on August 11, 2025, PubMatic released its second quarter 2025\n20 financial report. In the Company\u2019s report, Defendants revealed that the Company\u2019s outlook\n\n21 reflected \u201ca reduction in ad spend from one of [its] top DSP partners.\u201d Defendants further revealed\n\n22 that a \u201ctop DSP buyer\u201d had \u201cshifted a significant number of clients to a new platform that evaluates\n\n23 inventory differently\u201d causing significant headwinds. On this news, PubMatic\u2019s stock price fell\n\n24 $2.23, or 21.1%, to close at $8.34 per share on August 12, 2025, on unusually heavy trading volume.\n\n25 103. As a direct result of Defendants\u2019 misstatements and omissions alleged herein, the\n26 price of the Company\u2019s common stock was higher than it would have been but for Defendants\u2019\n\n27 misrepresentations and half-truths. Specifically, Defendants\u2019 misstatements and half-truths\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 30\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 32 of 37\n\n\n\n\n 1 increased the price of the Company\u2019s common stock, maintained the price, and/or prevented a\n\n 2 greater decrease in the price.\n\n 3 104. As a result of the purchases of the Company\u2019s common stock during the Class Period,\n\n 4 Plaintiff and the other members of the Class suffered economic loss (damages) under the federal\n\n 5 securities laws.\n\n 6 105. By concealing from investors the adverse facts detailed herein, Defendants presented\n\n 7 a misleading picture of the Company\u2019s business and prospects. As the truth regarding the Company\n\n 8 was revealed to the market, the price of the Company\u2019s common stock fell significantly. These\n\n 9 declines removed the inflation from the price of the Company\u2019s common stock, causing real\n10 economic loss to investors who purchased the Company\u2019s common stock during the Class Period.\n\n11 106. The declines in the price of the Company\u2019s common stock after the corrective\n12 disclosures came to light were a direct result of the nature and extent of Defendants\u2019 fraudulent\n\n13 misrepresentations being revealed to investors and the market. The timing and magnitude of the\n\n14 price declines in the Company\u2019s common stock negate any inference that the loss suffered by\n\n15 Plaintiff and the other Class members was caused by changed market conditions, macroeconomic,\n\n16 or industry factors, or by Company-specific facts unrelated to Defendants\u2019 fraudulent conduct.\n\n17 107. Additionally, the adverse financial impacts that PubMatic experienced in July 2025,\n18 including, but not limited to, a significant reduction in advertising spend from The Trade Desk and\n\n19 reduced revenue and EBITDA guidance, represented a materialization of the risks that CEO Goel\n\n20 knew about, or was deliberately reckless in not knowing, since at least 2024 as alleged more fully\n\n21 herein.\n\n22 108. Moreover, Defendants\u2019 risk disclosures that constituted purported warnings\n23 regarding risks that might cause harm to PubMatic\u2019s business in the future implicitly served as\n\n24 representations regarding the Company\u2019s present state of affairs. Indeed, because the risk\n25 disclosures suggested that the circumstances posing the risks had not yet occurred, such disclosures\n\n26 functioned as representations about PubMatic\u2019s present state of affairs. As a result, and as alleged\n\n27 more fully herein, such risk disclosures created an impression that differed in a material way from\n\n28 the present state of affairs that actually existed.\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 31\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 33 of 37\n\n\n\n\n 1 109. Thus, the economic loss (damages) suffered by Plaintiff and the other Class members\n\n 2 was a direct result of Defendants\u2019 fraudulent scheme to artificially inflate the price of the Company\u2019s\n\n 3 common stock and the subsequent significant decline in the value of the Company\u2019s common stock\n\n 4 when Defendants\u2019 prior misrepresentations and other fraudulent conduct were revealed.\n\n 5 APPLICABILITY OF PRESUMPTION OF RELIANCE:\n FRAUD ON THE MARKET DOCTRINE\n 6\n\n 7 110. At all relevant times, the market for the Company\u2019s common stock was an efficient\n\n 8 market for the following reasons, among others:\n\n 9 111. The Company\u2019s common stock met the requirements for listing, and was listed and\n10 actively traded on the NASDAQ exchange, a highly efficient, electronic stock market;\n\n11 112. As a regulated issuer, the Company filed periodic public reports with the SEC and\n12 the NASDAQ exchange;\n\n13 113. The Company regularly communicated with public investors via established market\n14 communication mechanisms, including regular disseminations of press releases on the national\n\n15 circuits of major newswire services and other wide-ranging public disclosures, such as\n\n16 communications with the financial press and other similar reporting services; and\n\n17 114. The Company was followed by securities analysts employed by major brokerage\n18 firms who wrote reports that were distributed to the sales force and certain customers of their\n\n19 respective brokerage firms. Each of these reports was publicly available and entered the public\n\n20 marketplace.\n\n21 115. As a result of the foregoing, the market for the Company\u2019s common stock promptly\n22 digested current information concerning the Company from all publicly available sources and\n\n23 reflected such information in the prices of the Company\u2019s common stock. Under these\n24 circumstances, all purchasers of the Company\u2019s common stock during the Class Period suffered\n\n25 similar injury through their purchase of the Company\u2019s common stock at artificially inflated prices\n\n26 and a presumption of reliance applies.\n\n27\n\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 32\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 34 of 37\n\n\n\n\n 1 NO SAFE HARBOR\n\n 2 116. The statutory safe harbor provided for forward-looking statements under certain\n\n 3 circumstances does not apply to any of the allegedly false statements alleged herein. Many of the\n\n 4 specific statements alleged herein were not identified as \u201cforward-looking statements\u201d when made\n\n 5 and thus are not entitled to protection under the safe harbor provision. Additionally, to the extent\n\n 6 that there were any forward-looking statements, there were no meaningful cautionary statements\n\n 7 identifying important factors that could cause actual results to differ materially from those in the\n\n 8 purportedly forward-looking statements. Alternatively, to the extent that the statutory safe harbor\n\n 9 does apply to any forward-looking statements alleged herein, Defendants are liable for those false\n10 forward-looking statements because at the time each of those forward-looking statements were\n\n11 made, the particular speaker knew that the particular forward-looking statement was false, and/or\n\n12 the forward-looking statement was authorized and/or approved by an executive officer of the\n\n13 Company who knew that those statements were false when made.\n\n14 COUNT I\n Violation of Section 10(b) of the Exchange Act and SEC Rule 10b-5 Promulgated\n15 Thereunder Against All Defendants\n16 117. Plaintiff repeats and realleges each and every allegation contained above as though\n17 set forth in full herein.\n\n18 118. During the Class Period, Defendants disseminated or approved the materially false\n19 and misleading statements specified above, which they knew, or were deliberately reckless in not\n\n20 knowing, were misleading. These statements were false and misleading because they contained\n\n21 misrepresentations and failed to disclose material facts necessary to make the statements made, in\n\n22 light of the circumstances under which they were made, not misleading.\n\n23 119. To the extent that the claims alleged herein are based upon the omission of\n24 information, such omissions were made in connection with the misrepresentations and misleading\n\n25 half-truths alleged herein and were not based upon pure omissions.\n\n26 120. Defendants: (1) employed devices, schemes, and artifices to defraud; (2) made untrue\n27 statements of material fact/and or omitted to state material facts necessary to make the statements\n\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 33\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 35 of 37\n\n\n\n\n 1 made not misleading; and (3) engaged in acts, practices, and a course of business that operated as a\n\n 2 fraud and deceit upon the purchasers of the Company\u2019s common stock during the Class Period.\n\n 3 121. Plaintiff and the Class have suffered damages in that, in reliance on the integrity of\n\n 4 the market, they paid artificially inflated prices for the Company\u2019s common stock. Plaintiff and the\n\n 5 Class would not have purchased the Company\u2019s common stock at the prices they paid \u2013 or at all \u2013\n\n 6 if they had been aware that the market prices had been artificially and falsely inflated by Defendants\u2019\n\n 7 misleading statements.\n\n 8 122. As a direct and proximate result of Defendants\u2019 wrongful conduct, Plaintiff and the\n\n 9 other members of the Class suffered damages in connection with their purchases of the Company\u2019s\n10 common stock during the Class Period.\n\n11 COUNT II\n Violation of Section 20(a) of the Exchange Act Against CEO Goel\n12\n\n13 123. Plaintiff repeats and realleges each and every allegation contained above as though\n14 set forth in full herein.\n\n15 124. CEO Goel acted as a controlling person of the Company within the meaning of\n16 Section 20(a) of the Exchange Act as alleged herein. By virtue of his high-level position and his\n\n17 ownership and contractual rights, participation in, and/or awareness of the Company\u2019s operations\n\n18 and/or intimate knowledge of the Company\u2019s statements filed with the SEC and disseminated to the\n\n19 investing public, CEO Goel had the power to influence and control, and did influence and control,\n\n20 directly or indirectly, the decision-making of the Company, including the content and dissemination\n\n21 of the various statements alleged to be false and misleading herein.\n\n22 125. CEO Goel, moreover, was provided with, or had unlimited access to, copies of the\n23 Company\u2019s reports, press releases, public filings, and other statements alleged to be false and\n\n24 misleading herein. CEO Goel was provided with, or had unlimited access to, such documents and\n\n25 statements prior to, and/or shortly after these statements were issued, and therefore had the ability\n\n26 to prevent the issuance of the statements and/or cause the statements to be corrected. Additionally,\n\n27 CEO Goel had direct and supervisory involvement in the day-to-day operations of the Company and\n\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 34\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 36 of 37\n\n\n\n\n 1 had the power to control or influence the particular transactions giving rise to the securities\n\n 2 violations.\n\n 3 126. CEO Goel also had ultimate authority over the Company\u2019s statements, including\n\n 4 controlling the content of such statements and whether and how to communicate such statements to\n\n 5 the public. Thus, CEO Goel is liable pursuant to Section 20(a) of the Exchange Act.\n\n 6 PRAYER FOR RELIEF\n\n 7 WHEREFORE, Plaintiff prays for relief and judgment, as follows:\n\n 8 A. Determining that this action is a proper class action, designating Plaintiff as Lead\n\n 9 Plaintiff, and certifying Plaintiff as a Class representative under Rule 23 of the Federal Rules of\n10 Civil Procedure and Plaintiff\u2019s counsel as Lead Counsel;\n\n11 B. Awarding compensatory damages in favor of Plaintiff and the other Class members\n12 against all Defendants, jointly and severally, for all damages sustained because of Defendants\u2019\n\n13 wrongdoing, in an amount to be proven at trial, including interest thereon;\n\n14 C. Awarding Plaintiff and the Class their reasonable costs and expenses incurred in this\n15 action, including counsel fees and expert fees; and\n\n16 D. Such other and further relief as the Court may deem just and proper.\n17 JURY DEMAND\n18 Plaintiff hereby demands a trial by jury.\n19 DATED: September 4, 2026 GLANCY PRONGAY WOLKE &\n ROTTER LLP\n20\n By: s/ Ex Kano S. Sams II\n21 Robert V. Prongay\n Ex Kano S. Sams II\n22 Charles H. Linehan\n Pavithra Rajesh\n23 1925 Century Park East, Suite 2100\n Los Angeles, California 90067\n24 Telephone: (310) 201-9150\n Facsimile: (310) 201-9160\n25 Email: esams@glancylaw.com\n26 Counsel for Lead Plaintiff Sidney Hsu and for the\n Class\n27\n\n28\n\n SECOND AMENDED CLASS ACTION COMPLAINT\n 35\n\f Case 3:25-cv-07067-JSC Document 53 Filed 09/04/26 Page 37 of 37\n\n\n\n\n 1 CERTIFICATE OF SERVICE\n\n 2 I hereby certify that on this 4th day of September, 2026, a true and correct copy of the\n\n 3 foregoing document was served by CM/ECF to the parties registered to the Court\u2019s CM/ECF system.\n 4 /s/ Ex Kano S. Sams II\n Ex Kano S. Sams II\n 5\n 6\n 7\n 8\n 9\n10\n11\n12\n13\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n\f","ocr_status":2,"date_upload":"2026-09-09T19:20:28.054605-07:00","document_number":"53","attachment_number":null,"pacer_doc_id":"035027610091","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Amended Complaint","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/493057768/","id":493057768,"tags":[],"absolute_url":"/docket/71160581/53/1/hsu-v-pubmatic-inc/","date_created":"2026-09-09T19:20:00.621612-07:00","date_modified":"2026-09-09T19:20:00.621622-07:00","sha1":"","page_count":53,"file_size":1363937,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"53","attachment_number":1,"pacer_doc_id":"035027610092","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit - Redline Comparison","acms_document_guid":""}],"date_created":"2026-09-04T21:05:21.260346-07:00","date_modified":"2026-10-15T07:01:58.984670-07:00","date_filed":"2026-09-04","time_filed":"20:37:58","entry_number":53,"recap_sequence_number":"2026-09-04.002","pacer_sequence_number":160,"description":"AMENDED COMPLAINT Second Amended Class Action Complaint For Violations Of The Federal Securities Laws against Rajeev K. Goel, Steven Pantelick, PubMatic, Inc.. Filed by Sidney Hsu. (Attachments: # 1 Exhibit - Redline Comparison)(Sams, Ex Kano) (Filed on 9/4/2026) (Entered: 09/04/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/477055128/","id":477055128,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/492635764/","id":492635764,"tags":[],"absolute_url":"/docket/71160581/52/hsu-v-pubmatic-inc/","date_created":"2026-09-04T18:04:40.998161-07:00","date_modified":"2026-09-04T18:04:41.010356-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"52","attachment_number":null,"pacer_doc_id":"035027609591","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Stipulation and Proposed Order","acms_document_guid":""}],"date_created":"2026-09-04T18:04:40.967751-07:00","date_modified":"2026-10-15T07:01:58.947352-07:00","date_filed":"2026-09-04","time_filed":"17:56:08","entry_number":52,"recap_sequence_number":"2026-09-04.001","pacer_sequence_number":158,"description":"STIPULATION WITH PROPOSED ORDER Setting Briefing Schedule on Defendants Anticipated Motion to Dismiss the Second Amended Complaint filed by Rajeev K. Goel, Steven Pantelick, PubMatic, Inc.. (Attachments: # 1 Declaration of Jessica Valenzuela)(Valenzuela, Jessica) (Filed on 9/4/2026) (Entered: 09/04/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/475559787/","id":475559787,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/491096003/","id":491096003,"tags":[],"absolute_url":"/docket/71160581/51/hsu-v-pubmatic-inc/","date_created":"2026-08-24T10:36:58.380166-07:00","date_modified":"2026-08-24T10:36:58.389420-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"51","attachment_number":null,"pacer_doc_id":"035027547956","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order Relating Case","acms_document_guid":""}],"date_created":"2026-08-24T10:36:58.354354-07:00","date_modified":"2026-10-15T07:01:58.932143-07:00","date_filed":"2026-08-24","time_filed":"10:03:54","entry_number":51,"recap_sequence_number":"2026-08-24.001","pacer_sequence_number":156,"description":"ORDER RELATING CASE. Signed by Judge Jacqueline Scott Corley on 8/24/2026. 26-CV-8104-JCS is related to 25-cv-7067-JSC. (ahm, COURT STAFF) (Filed on 8/24/2026) (Entered: 08/24/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/475439519/","id":475439519,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/490970668/","id":490970668,"tags":[],"absolute_url":"/docket/71160581/50/hsu-v-pubmatic-inc/","date_created":"2026-08-21T20:03:53.284420-07:00","date_modified":"2026-09-09T03:13:36.950505-07:00","sha1":"3a3a44c0878b47c428405a7f22b038a201516280","page_count":3,"file_size":166625,"filepath_local":"recap/gov.uscourts.cand.454954/gov.uscourts.cand.454954.50.0_8.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.454954/gov.uscourts.cand.454954.50.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 3:25-cv-07067-JSC Document 50 Filed 08/21/26 Page 1 of 3\n\n\n\n 1 GIBSON, DUNN & CRUTCHER LLP\n Jessica Valenzuela, Bar No. 220934\n 2 jvalenzuela@gibsondunn.com\n Jeff Lombard, Bar No. 285371\n 3 jlombard@gibsondunn.com\n 310 University Avenue\n 4 Palo Alto, California 94301-1744\n Telephone: 650.849.5300\n 5 Facsimile: 650.849.5333\n\n 6 GIBSON, DUNN & CRUTCHER LLP\n Jordan Estes (pro hac vice)\n 7 jestes@gibsondunn.com\n 200 Park Avenue\n 8 New York, NY 10166-0193\n Telephone: 212.351.4000\n 9 Facsimile: 212.351.4035\n\n 10 Attorneys for PubMatic, Inc., Rajeev K. Goel, and\n Steven Pantelick\n 11\n\n 12 UNITED STATES DISTRICT COURT\n\n 13 NORTHERN DISTRICT OF CALIFORNIA\n\n 14 SAN FRANCISCO DIVISION\n 15\n SIDNEY HSU, Individually and on Behalf of Case No. 3:25-cv-07067\n 16 All Others Similarly Situated,\n DECLARATION OF SOFIA RITALA\n 17 Plaintiff, IN SUPPORT OF DEFENDANTS\u2019\n UNOPPOSED ADMINISTRATIVE\n 18 v. MOTION TO CONSIDER WHETHER\n CASE SHOULD BE RELATED\n 19 PUBMATIC, INC., RAJEEV K. GOEL, and PURSUANT TO CIV. L.R. 3-12 AND 7-\n STEVEN PANTELICK, 11\n 20\n Defendants. Judge: Hon. Jacqueline Scott Corley\n 21 Date Action Filed: August 20, 2025\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\nGIBSON, DUNN &\nCRUTCHER LLP\n DECLARATION OF SOFIA RITALA IN SUPPORT OF DEFENDANTS\u2019 UNOPPOSED\nATTORNEYS AT LAW ADMINISTRATIVE MOTION TO CONSIDER WHETHER CASE SHOULD BE RELATED\n PURSUANT TO CIV. L.R. 3-12 AND 7-11\n CASE NO. 3:25-CV-07067\n\f Case 3:25-cv-07067-JSC Document 50 Filed 08/21/26 Page 2 of 3\n\n\n\n 1 I, Sofia Ritala, declare and state as follows:\n 2 1. I am an attorney duly licensed to practice law before all of the courts of California\n\n 3 and before this Court. I am an associate at the law firm Gibson, Dunn & Crutcher LLP, and I am\n\n 4 one of the attorneys representing Defendants PubMatic, Inc., Rajeev K. Goel, and Steven Pantelick\n\n 5 in the present action, and also represent Defendants PubMatic, Inc., Rajeev K. Goel, Steven\n\n 6 Pantelick, Susan Daimler, Shelagh Glaser, Amar Goel, Anton Hanebrink, Ramon Jones, Nick\n\n 7 Mehta, and Jacob Shulman (\u201cDefendants\u201d), in the proposed related case, Jurkovic v. Goel et al.,\n\n 8 No. 3:36-cv-08104 (N.D. Cal.). I make this declaration in support of Defendants\u2019 Unopposed\n\n 9 Administrative Motion to Consider Whether Case Should Be Related. I am personally familiar\n\n 10 with the matters set forth herein and, if called to testify, I could and would competently testify\n\n 11 thereto.\n\n 12 2. On August 4, 2026, Plaintiff Marko Jurkovic filed a derivative action against\n\n 13 Defendants.\n\n 14 3. Pursuant to Civil Local Rules 3-12(b) and 7-11(a), on August 12, 2026, I contacted\n\n 15 counsel for Mr. Hsu to inquire whether Plaintiff would oppose relating this action to Jurkovic.\n\n 16 4. On August 13, 2026, counsel for Mr. Hsu informed me, via e-mail, that Plaintiff\n\n 17 does not oppose Defendants\u2019 Unopposed Administrative Motion to Consider Whether Case Should\n\n 18 Be Related.\n\n 19 5. Pursuant to Civil Local Rules 3-12(b) and 7-11(a), on August 7, 2026, I contacted\n\n 20 counsel for Mr. Jurkovic to inquire whether Plaintiff would oppose relating this action to Hsu v.\n\n 21 PubMatic Inc. et al., Case No. 3:25-cv-07067.\n\n 22 6. On August 11, 2026, counsel for Mr. Jurkovic informed me, via e-mail, that Plaintiff\n\n 23 does not oppose Defendants\u2019 Unopposed Administrative Motion to Consider Whether Case Should\n\n 24 Be Related.\n\n 25\n\n 26\n\n 27\n 2\n 28 DECLARATION OF SOFIA RITALA IN SUPPORT OF DEFENDANTS\u2019 UNOPPOSED\nGIBSON, DUNN & ADMINISTRATIVE MOTION TO CONSIDER WHETHER CASE SHOULD BE RELATED\nCRUTCHER LLP PURSUANT TO CIV. L.R. 3-12 AND 7-11\n CASE NO. 3:25-CV-07067\n\f Case 3:25-cv-07067-JSC Document 50 Filed 08/21/26 Page 3 of 3\n\n\n\n 1 I declare under penalty of perjury under the laws of the United States of America that the\n\n 2 foregoing is true and correct. Executed on August 21, 2026, at Palo Alto, California.\n\n 3\n\n 4\n /s/ Sofia Ritala\n 5 Sofia Ritala\n 6\n\n 7\n\n 8\n\n 9\n\n 10\n\n 11\n\n 12\n\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28 DECLARATION OF SOFIA RITALA IN SUPPORT OF DEFENDANTS\u2019 UNOPPOSED\nGIBSON, DUNN & ADMINISTRATIVE MOTION TO CONSIDER WHETHER CASE SHOULD BE RELATED\nCRUTCHER LLP PURSUANT TO CIV. L.R. 3-12 AND 7-11\n CASE NO. 3:25-CV-07067\nATTORNEYS AT LAW\n\f","ocr_status":2,"date_upload":"2026-09-02T17:48:36.897960-07:00","document_number":"50","attachment_number":null,"pacer_doc_id":"035027546152","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration in Support","acms_document_guid":""}],"date_created":"2026-08-21T20:03:53.266407-07:00","date_modified":"2026-10-15T07:01:58.912383-07:00","date_filed":"2026-08-21","time_filed":"19:42:25","entry_number":50,"recap_sequence_number":"2026-08-21.002","pacer_sequence_number":152,"description":"Declaration of Sofia Ritala in Support of 49 ADMINISTRATIVE MOTION to Consider Whether Cases Should be Related filed byRajeev K. Goel, Steven Pantelick, PubMatic, Inc.. (Related document(s) 49 ) (Ritala, Sofia) (Filed on 8/21/2026) (Entered: 08/21/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/475438494/","id":475438494,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/490969595/","id":490969595,"tags":[],"absolute_url":"/docket/71160581/49/hsu-v-pubmatic-inc/","date_created":"2026-08-21T19:33:10.398319-07:00","date_modified":"2026-09-09T04:23:52.128592-07:00","sha1":"8382792ae0dec9c7a58753708e66c76d32090c26","page_count":4,"file_size":193157,"filepath_local":"recap/gov.uscourts.cand.454954/gov.uscourts.cand.454954.49.0_6.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.454954/gov.uscourts.cand.454954.49.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 3:25-cv-07067-JSC Document 49 Filed 08/21/26 Page 1 of 4\n\n\n\n 1 GIBSON, DUNN & CRUTCHER LLP\n Jessica Valenzuela, Bar No. 220934\n 2 jvalenzuela@gibsondunn.com\n Jeff Lombard, Bar No. 285371\n 3 jlombard@gibsondunn.com\n 310 University Avenue\n 4 Palo Alto, California 94301-1744\n Telephone: 650.849.5300\n 5 Facsimile: 650.849.5333\n\n 6 GIBSON, DUNN & CRUTCHER LLP\n Jordan Estes (pro hac vice)\n 7 jestes@gibsondunn.com\n 200 Park Avenue\n 8 New York, NY 10166-0193\n Telephone: 212.351.4000\n 9 Facsimile: 212.351.4035\n\n 10 Attorneys for PubMatic, Inc., Rajeev K. Goel, and\n Steven Pantelick\n 11\n\n 12 UNITED STATES DISTRICT COURT\n\n 13 NORTHERN DISTRICT OF CALIFORNIA\n\n 14 SAN FRANCISCO DIVISION\n 15\n SIDNEY HSU, Individually and on Behalf of Case No. 3:25-cv-07067\n 16 All Others Similarly Situated,\n DEFENDANTS\u2019 UNOPPOSED\n 17 Plaintiff, ADMINISTRATIVE MOTION TO\n CONSIDER WHETHER CASE\n 18 v. SHOULD BE RELATED PURSUANT\n TO CIV. L.R. 3-12 AND 7-11\n 19 PUBMATIC, INC., RAJEEV K. GOEL, and\n STEVEN PANTELICK, Judge: Hon. Jacqueline Scott Corley\n 20 Date Action Filed: August 20, 2025\n Defendants.\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\nGIBSON, DUNN &\nCRUTCHER LLP\nATTORNEYS AT LAW DEFENDANTS\u2019 UNOPPOSED ADMINISTRATIVE MOTION TO CONSIDER WHETHER\n CASE SHOULD BE RELATED PURSUANT TO CIV. L.R. 3-12 AND 7-11\n CASE NO. 3:25-CV-07067\n\f Case 3:25-cv-07067-JSC Document 49 Filed 08/21/26 Page 2 of 4\n\n\n\n 1 NOTICE OF MOTION AND MOTION\n\n 2 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:\n\n 3 PLEASE TAKE NOTICE THAT pursuant to Civil Local Rules 3-12 and 7-11 of the United\n\n 4 States District Court for the Northern District of California, Defendants PubMatic, Inc., Rajeev K.\n\n 5 Goel, and Steven Pantelick (\u201cDefendants\u201d) respectfully submit this Unopposed Administrative\n\n 6 Motion to Consider Whether Case Should Be Related (the \u201cMotion\u201d) to request that the following\n\n 7 action be related to the above-captioned case and that it be assigned to The Honorable Jacqueline\n\n 8 Scott Corley:\n\n 9 \u2022 Jurkovic v. Goel et al., No. 3:26-cv-08104 (N.D. Cal.);\n\n 10 MEMORANDUM OF POINTS AND AUTHORITIES\n\n 11 Pursuant to Northern District of California Civil Local Rule 3-12(a), civil actions are related\n\n 12 to one another, and should be assigned to the same judge, when they (1) \u201cconcern substantially the\n\n 13 same parties, property, transaction, or event\u201d; and (2) \u201c[i]t appears likely that there will be an unduly\n\n 14 burdensome duplication of labor and expense or conflicting results if the cases are conducted before\n\n 15 different Judges.\u201d\n\n 16 Defendants respectfully submit that this standard is satisfied here. These matters concern\n\n 17 \u201csubstantially the same\u201d defendants, factual allegations, course of conduct, and relevant time\n\n 18 periods. The present action, Hsu, is a securities class action alleging that Defendants made\n\n 19 materially false and misleading statements and material omissions from February 2025 to August\n\n 20 2025 concerning PubMatic\u2019s demand-side platform revenue trends purportedly in violation of\n\n 21 Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d), resulting\n\n 22 in damages to PubMatic\u2019s shareholders. Jurkovic is a derivative shareholder action also alleging\n\n 23 various claims premised on the same alleged misstatements or omissions of PubMatic\u2019s demand-\n\n 24 side platform revenue trends in the same time period. All Defendants in this action, Hsu, are also\n\n 25 defendants in Jurkovic.\n\n 26 Jurkovic is also substantively identical to the consolidated shareholder derivative action\n\n 27 already pending before this Court, In re PubMatic, Inc. Derivative Litig., No. 3:25-cv-07224 (the\n\n 28 2\nGIBSON, DUNN & DEFENDANTS\u2019 UNOPPOSED ADMINISTRATIVE MOTION TO CONSIDER WHETHER\nCRUTCHER LLP CASE SHOULD BE RELATED PURSUANT TO CIV. L.R. 3-12 AND 7-11\n CASE NO. 3:25-CV-07067\n\f Case 3:25-cv-07067-JSC Document 49 Filed 08/21/26 Page 3 of 4\n\n\n\n 1 \u201cConsolidated Derivative Action\u201d). On December 3, 2025, this Court ordered the three derivative\n\n 2 actions comprising that matter\u2014Steffens v. Goel, et al., No. 3:25-cv-07224; Klein v. Goel, et al.,\n\n 3 No. 3:25-cv-07391; and Hyung v. Goel, et al., No. 3:25-cv-07618\u2014related to one another and to\n\n 4 Hsu. Related Case Order, ECF No. 33 (Dec. 3, 2025). Those actions were subsequently\n\n 5 consolidated for all purposes pursuant to the parties\u2019 stipulation. Stipulation Consolidating Related\n\n 6 Shareholder Derivative Actions and Appointing Co-Lead Counsel for Plaintiffs \u00b6 2, In re PubMatic,\n\n 7 Inc. Derivative Litig., No. 3:25-cv-07224 (N.D. Cal. Dec. 5, 2025), ECF No. 33. The stipulation\n\n 8 governing the Consolidated Derivative Action further provides that its terms apply to \u201ceach\n\n 9 shareholder derivative action arising out of the same, or substantially the same, transactions or\n\n 10 events as these cases, which are subsequently filed in, removed to, reassigned to, or transferred to\n\n 11 this Court,\u201d and that any such action \u201cshall be consolidated into the Consolidated Action.\u201d Id. \u00b6 9.\n\n 12 Defendants accordingly expect that, upon relation, Jurkovic will be consolidated into the\n\n 13 Consolidated Derivative Action and subject to the same stay.\n\n 14 Given the substantial factual and legal overlap, assignment of a single judge to these actions\n\n 15 will conserve judicial resources and promote an efficient determination of these matters, as they\n\n 16 necessarily involve overlapping legal issues, discovery demands, and related disputes. Among\n\n 17 other things, this Court is familiar with the factual allegations underlying these actions, having\n\n 18 considered and ruled on Defendants\u2019 motion to dismiss the complaint in Hsu. ECF No. 48. This\n\n 19 Court is likewise already presiding over the Consolidated Derivative Action, which arises from the\n\n 20 same alleged conduct as Jurkovic. Having a different judge preside over Jurkovic would result in\n\n 21 the \u201cunduly burdensome duplication of labor and expense\u201d resulting from two judges familiarizing\n\n 22 themselves with these common factual allegations. Civil L.R. 3-12(a)(2). And because Hsu is the\n\n 23 lowest-number case, the above related case should be assigned to the Honorable Jacqueline Scott\n\n 24 Corley pursuant to Civil L.R. 3-12(f)(3).\n\n 25 As required by Local Rule 7-11, Defendants\u2019 counsel contacted Mr. Hsu\u2019s counsel on\n\n 26 August 12, 2026, to ask for Plaintiff\u2019s position on this motion. (Ritala Decl. \u00b6 3). On August 13,\n\n 27 2026, Mr. Hsu\u2019s counsel stated that they do not intend to oppose this motion. (Ritala Decl. \u00b6 4).\n\n 28\nGIBSON, DUNN & DEFENDANTS\u2019 UNOPPOSED ADMINISTRATIVE MOTION TO CONSIDER WHETHER\nCRUTCHER LLP CASE SHOULD BE RELATED PURSUANT TO CIV. L.R. 3-12 AND 7-11\n CASE NO. 3:25-CV-07067\nATTORNEYS AT LAW\n\f Case 3:25-cv-07067-JSC Document 49 Filed 08/21/26 Page 4 of 4\n\n\n\n 1 Defendants\u2019 counsel also contacted Mr. Jurkovic\u2019s counsel on August 7, 2026 to ask for their\n\n 2 position on this motion. (Ritala Decl. \u00b6 5). On August 11, 2026, Mr. Jurkovic\u2019s counsel also stated\n\n 3 that they do not intend to oppose this motion. (Ritala Decl. \u00b6 6).\n\n 4 Accordingly, Defendants respectfully request that the Court enter an Order granting this\n\n 5 Motion and relating the above action, and directing the Clerk to reassign the Jurkovic action to the\n\n 6 Honorable Jacqueline Scott Corley pursuant to Civil Local Rule 3-12.\n\n 7\n\n 8 DATED: August 21, 2026 Respectfully submitted,\n 9 GIBSON, DUNN & CRUTCHER LLP\n 10\n By: /s/ Jessica Valenzuela\n 11 Jessica Valenzuela\n 12 Attorneys for Defendants PubMatic, Inc.,\n Rajeev K. Goel, and Steven Pantelick\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\nGIBSON, DUNN & DEFENDANTS\u2019 UNOPPOSED ADMINISTRATIVE MOTION TO CONSIDER WHETHER\nCRUTCHER LLP CASE SHOULD BE RELATED PURSUANT TO CIV. L.R. 3-12 AND 7-11\n CASE NO. 3:25-CV-07067\nATTORNEYS AT LAW\n\f","ocr_status":2,"date_upload":"2026-09-02T17:51:01.239631-07:00","document_number":"49","attachment_number":null,"pacer_doc_id":"035027546105","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Administrative Motion per Civil Local Rule 7-11","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/492325868/","id":492325868,"tags":[],"absolute_url":"/docket/71160581/49/1/hsu-v-pubmatic-inc/","date_created":"2026-09-02T17:50:22.389391-07:00","date_modified":"2026-09-02T17:50:22.389409-07:00","sha1":"","page_count":2,"file_size":139742,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"49","attachment_number":1,"pacer_doc_id":"035027546107","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order Granting Unopposed Administrative Motion to Consider Whether Case","acms_document_guid":""}],"date_created":"2026-08-21T19:33:10.364714-07:00","date_modified":"2026-10-15T07:01:58.865793-07:00","date_filed":"2026-08-21","time_filed":"19:22:26","entry_number":49,"recap_sequence_number":"2026-08-21.001","pacer_sequence_number":150,"description":"ADMINISTRATIVE MOTION to Consider Whether Cases Should be Related filed by Rajeev K. Goel, Steven Pantelick, PubMatic, Inc.. Responses due by 8/25/2026. (Attachments: # 1 Proposed Order Granting Unopposed Administrative Motion to Consider Whether Case Should Be Related)(Valenzuela, Jessica) (Filed on 8/21/2026) Modified on 8/26/2026 (ahm, COURT STAFF). (Entered: 08/21/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/472289990/","id":472289990,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71160581/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487718953/","id":487718953,"tags":[],"absolute_url":"/docket/71160581/48/hsu-v-pubmatic-inc/","date_created":"2026-07-27T14:06:35.110242-07:00","date_modified":"2026-08-31T18:49:32.134523-07:00","sha1":"2d9cee0cee56d3f3301109b0650e71ae183916c1","page_count":17,"file_size":359019,"filepath_local":"recap/gov.uscourts.cand.454954/gov.uscourts.cand.454954.48.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.454954/gov.uscourts.cand.454954.48.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 1 of 17\n\n\n\n\n 1\n\n 2\n\n 3\n\n 4 UNITED STATES DISTRICT COURT\n\n 5 NORTHERN DISTRICT OF CALIFORNIA\n\n 6\n\n 7 SIDNEY HSU, Case No. 25-cv-07067-JSC\n Plaintiff,\n 8\n ORDER RE: MOTION TO DISMISS\n v.\n 9\n Re: Dkt. No. 39\n 10 PUBMATIC, INC., RAJEEV K. GOEL, and\n STEVEN PANTELICK,\n 11 Defendants.\n 12\nNorthern District of California\n United States District Court\n\n\n\n\n 13 Plaintiff brings this putative class action against PubMatic, Inc. (\u201cPubMatic\u201d) and its Chief\n 14 Executive Officer Rajeev K. Goel and Chief Financial Officer Steven Pantelick (\u201cIndividual\n 15 Defendants\u201d) for making false and misleading statements. (Dkt. No. 38.)1 Pending before the\n 16 Court is Defendants\u2019 motion to dismiss. (Dkt. No. 39.) Having considered the parties\u2019\n 17 submissions, the Court concludes oral argument is not required, see N.D. Cal. Civ. L.R. 7-1(b),\n 18 VACATES the July 31, 2026 oral argument, and GRANTS Defendants\u2019 motion to dismiss.\n 19 Plaintiff\u2019s complaint does not adequately identify the challenged statements or allege facts that\n 20 support an inference as to why each challenged statement is false or misleading, and Plaintiff does\n 21 not allege facts which create a strong inference of Defendants\u2019 scienter.\n 22 BACKGROUND\n 23 I. AMENDED COMPLAINT ALLEGATIONS\n 24 \u201cPubMatic is a technology company that enables real time programmatic advertising\n 25 transactions for advertisers, agencies, and demand side platforms (\u2018DSPs\u2019).\u201d (Dkt. No. 38 \u00b6 2.)\n 26 According to PubMatic, \u201cits integrated technology platform empowers content creators (which it\n 27\n 1\n 28 Record citations are to material in the Electronic Case File (\u201cECF\u201d); pinpoint citations are to the\n ECF-generated page numbers at the top of the documents.\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 2 of 17\n\n\n\n\n 1 refers to as \u2018publishers\u2019) across the Internet to maximize monetization of their advertising\n\n 2 inventory\u201d and \u201cprovides control and technology to buyers, which includes advertisers, agencies,\n\n 3 agency trading desks, and DSPs.\u201d (Id. \u00b6 25.)\n\n 4 On August 11, 2025, PubMatic issued a press release announcing its financial results for\n\n 5 the fiscal quarter ended June 30, 2025, in which Mr. Pantelick stated PubMatic\u2019s \u201coutlook\n\n 6 includes a reduction in ad spend from one of [its] top DSP partners.\u201d (Id. \u00b6 45.) In an earnings\n\n 7 call that day, Mr. Goel revealed \u201cbeginning in July, we saw a headwind emerge from a top DSP\n\n 8 buyer, which recently shifted a significant number of clients to a new platform that evaluates\n\n 9 inventory differently.\u201d (Id. \u00b6 46.) According to Mr. Goel, PubMatic \u201csaw this notable drop in\n\n 10 spend in July, and then [] s[aw] that stabilize in August.\u201d (Id.) When asked whether \u201cthe platform\n\n 11 shift that [he was] talking about has been going on for some time,\u201d Mr. Goel responded he could\n\n 12 not \u201cspeak to exactly what was their timeline or all the history of changes that they made,\u201d but\nNorthern District of California\n United States District Court\n\n\n\n\n 13 PubMatic \u201ccertainly saw an uptick or significant increase of this activity from the DSP causing the\n\n 14 drop in spend in July.\u201d (Id. \u00b6 47.)\n\n 15 \u201cOn this news, PubMatic\u2019s stock price fell $2.23, or 21.1%, to close at $8.34 per share on\n\n 16 August 12, 2025.\u201d (Id. \u00b6 48.)\n\n 17 A. False Statements and Misrepresentations\n 18 In (1) a February 27, 2025 press release announcing financial results for the fiscal quarter\n\n 19 and full year ended December 31, 2024, (id. \u00b6 29); (2) a February 27, 2025 SEC Form 10-K for\n\n 20 Fiscal Year 2024, (id. \u00b6\u00b6 30-32); (3) a May 8, 2025 press release regarding financial results for the\n\n 21 fiscal quarter ending March 31, 2025, (id. \u00b6 33); and (4) its May 8, 2025 SEC Form 10-Q\n\n 22 disclosing financial results for the fiscal quarter ending March 31, 2025, (id. \u00b6\u00b6 34-35), PubMatic\n\n 23 made \u201cmaterially false and misleading\u201d statements which \u201cfailed to disclose material adverse facts\n\n 24 about the Company\u2019s business, operations, and prospects.\u201d (Id. \u00b6 36.) \u201cSpecifically, Defendants\n\n 25 failed to disclose to investors: (1) that a top DSP buyer was shifting a significant number of clients\n\n 26 to a new platform which evaluated inventory differently; (2) that, as a result, PubMatic was seeing\n\n 27 a reduction in ad spend and revenue from this top DSP buyer; and (3) that, as a result of the\n\n 28 foregoing, Defendants\u2019 positive statements about [PubMatic\u2019s] business, operations, and prospects\n 2\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 3 of 17\n\n\n\n\n 1 were materially misleading and/or lacked a reasonable basis.\u201d (Id. \u00b6 36.)\n\n 2 The Complaint bolds and italicizes several specific statements, including:\n\n 3 (1) February 27, 2025 press release:\n\n 4 Revenue growth in the year more than doubled over 2023, driven by\n strength in CTV, emerging revenue streams, and marquee customers\n 5 choosing PubMatic to build and scale their ad business. (Id. \u00b6 29.)\n 6 (2) SEC Form 10-K for Fiscal Year 2024:\n\n 7 Our disclosure controls and procedures were effective at a reasonable\n assurance level. (Id. \u00b6 30)\n 8\n Our software platform could be susceptible to errors, defects, or\n 9 unintended performance problems that could adversely affect our\n business, results of operations, and financial condition. . . . Our\n 10 continued business success depends on our ability to offer high-\n quality inventory with appropriate viewability capabilities. (Id. \u00b6 31.)\n 11\n Our revenue and results of operations are highly dependent on the\n 12 overall demand for advertising. . . . Reductions in overall advertising\nNorthern District of California\n\n\n\n\n spending due to these factors could make it difficult to predict our\n United States District Court\n\n\n\n\n 13 revenue and could adversely affect our business, results of operations,\n and financial condition. If our existing customers do not expand their\n 14 usage of our platform, or if we fail to attract new publishers and\n buyers, our growth will suffer. Moreover, any decrease in the use of\n 15 the advertising channels that we primarily depend on, or failure to\n expand into emerging channels, could adversely affect our business,\n 16 results of operations, and financial condition. . . . A relatively small\n number of premium publishers have historically accounted for a\n 17 significant portion of the ad impressions sold on our platform, as well\n as a significant portion of our revenue from publishers, including a\n 18 relatively small number of channel partners. . . . As a result, the\n amount, quality, and cost of ad impressions available to us can change\n 19 at any time with little or no prior notice, and we cannot assure you\n that we will have access to a consistent volume or quality of ad\n 20 impressions at a reasonable cost, or at all. We depend upon a\n relatively small number of premium publishers and channel partners\n 21 and expect to continue to do so for the foreseeable future. To support\n our continued growth, we seek to add additional publishers and\n 22 buyers to our platform and to expand current utilization with our\n existing publishers and buyers. Any disruptions in our relationships\n 23 with premium publishers, buyers, or our largest channel partners\n could adversely affect our business, results of operations, and\n 24 financial condition. If we cannot retain or add individual publishers\n with valuable ad impressions, or if such publishers decide not to make\n 25 their valuable ad impressions available to us, then our buyers may be\n less inclined to use our platform, which could adversely affect our\n 26 business, results of operations, and financial condition. A limited\n number of large demand side platforms (\u201cDSPs\u201d) \u2013 The Trade Desk\n 27 and Google DV360 in particular \u2013 account for a significant portion of\n the ad impressions purchased on our platform. . . . We have no\n 28 minimum commitments from buyers to spend on our platform, so the\n 3\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 4 of 17\n\n\n\n amount of demand available to us can change at any time with little\n 1 or no prior notice, and we cannot assure you that we will have access\n to a consistent volume or quality of ad campaigns or demand for our\n 2 ad impressions at a reasonable price, or at all. Any disruptions in our\n relationships with DSPs, agencies, advertisers, or buyers could\n 3 adversely affect our business, results of operations, and financial\n condition. If a buyer or group of buyers representing a significant\n 4 portion of the demand in our marketplace decides to materially reduce\n use of our platform, it could cause an immediate and significant\n 5 decline in our revenue and profitability and adversely affect our\n business, results of operations, and financial condition. In addition,\n 6 our business results, including revenues, may be impacted by changes\n in their pricing strategies, bidding algorithms, or go-to-market efforts.\n 7 . . . We may not be able to accurately predict changes in overall\n advertiser demand for the channels in which we operate and cannot\n 8 assure you that our investment in formats will correspond to any such\n changes or shifts in demand. Any decrease in the use of mobile,\n 9 display, and video advertising, whether due to customers losing\n confidence in the value or effectiveness of such channels, regulatory\n 10 restrictions or other causes, or any inability to further penetrate CTV\n or enter new and emerging advertising channels, could adversely\n 11 affect our business, results of operations, and financial condition. (Id.\n \u00b6 32.)\n 12\nNorthern District of California\n\n\n\n\n (4) SEC Form 10-Q for Quarter Ending March 31, 2025:\n United States District Court\n\n\n\n\n 13\n Our disclosure controls and procedures were effective at a reasonable\n 14 assurance level. (Id. \u00b6 34.)\n 15 Our revenue and results of operations are highly dependent on the\n overall demand for advertising. . . . Reductions in overall advertising\n 16 spending due to these factors or other factors could make it difficult\n to predict our revenue and could adversely affect our business, results\n 17 of operations, and financial condition. (Id. \u00b6 35.)\n 18 B. Defendants\u2019 Prior Knowledge\n 19 According to a PubMatic confidential witness (\u201cCW1\u201d), \u201cPubMatic\u2019s management had\n\n 20 long known about [PubMatic\u2019s] DSP problems before the Company\u2019s August 11, 2025 press\n\n 21 release.\u201d (Id. \u00b6 38.) CW1 worked as Director of Global Support from August 2019 to June 2020,\n\n 22 and as Senior Director of Customer Enablement from August 2019 to April 2025, in which role\n\n 23 they \u201cmanaged [PubMatic\u2019s] platform capacity[,] oversaw the way PubMatic allocated space to\n\n 24 publishers,\u201d and \u201coversaw issues related to [PubMatic\u2019s] inventory.\u201d (Id. \u00b6 37.) CW1 reported to\n\n 25 Jaan James, PubMatic\u2019s former Vice President of Publisher Partnerships, and in their early years\n\n 26 at [PubMatic], but less so subsequently,\u201d \u201chad frequent, almost daily contact\u201d with Mr. Goel and\n\n 27 Mr. Pantelick. (Id.)\n\n 28 CW1 stated PubMatic \u201c\u2018spent almost all of 2024 changing the way [it] did actions, [and]\n 4\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 5 of 17\n\n\n\n\n 1 trying to figure out how to get revenue from DSPs to stop leaking.\u2019\u201d (Id. \u00b6 38.) According to\n\n 2 CW1, PubMatic\u2019s \u201cmanagement understood that DSPs were moving inventory away from\n\n 3 PubMatic\u201d and was \u201c\u2018in talks\u2019 with The Trade Desk [(\u201cTTD\u201d)] about its behavior,\u201d during which\n\n 4 talks TTD \u201cinformed PubMatic that [it] was \u2018being de-prioritized.\u2019\u201d (Id.) TTD also informed\n\n 5 PubMatic \u201cit was creating \u2018direct integrations\u2019 that would lessen the demand for PubMatic\u2019s\n\n 6 product,\u201d and PubMatic\u2019s \u201cquality of inventory was not as good as Magnite (one of PubMatic\u2019s\n\n 7 competitors),\u201d so TTD \u201cwould be favoring Magnite, PubMatic\u2019s competitor, in\u201d connected TV.\n\n 8 (Id. \u00b6 39.)\n\n 9 According to CW1, PubMatic\u2019s \u201cDSP problems were discussed in global meetings,\u201d which\n\n 10 Mr. Goel, as well as \u201cmost executives involved with PubMatic\u2019s revenue participated in.\u201d (Id. \u00b6\n\n 11 40.) In these global meetings, the attendees discussed \u201ca big impact on monetization because of\n\n 12 [PubMatic\u2019s] problems with DSPs,\u201d and \u201cit \u2018was clear\u2019 that PubMatic was not growing as fast as it\nNorthern District of California\n United States District Court\n\n\n\n\n 13 had in previous years.\u201d (Id.)\n\n 14 \u201cPubMatic\u2019s problems with DSPs were also discussed in weekly product management\n\n 15 meetings,\u201d which Mr. Goel also attended. (Id. \u00b6 41.) \u201cCW1 indicated that \u2018going back to 2024,\u2019\n\n 16 there were huge projects around the reprioritization of traffic to [TTD],\u201d in an attempt to \u201caddress\n\n 17 the leakage of revenue related to [TTD].\u201d (Id.) According to CW1, \u201cit was clear that PubMatic\n\n 18 was \u2018in a lot of danger\u2019 because of the Company\u2019s problems with DSPs.\u201d (Id.) CW1 and Mr.\n\n 19 Janes \u201cfrequently voiced concerns during these meetings regarding these issues,\u201d and Mr. Janes,\n\n 20 \u201cin particular, was \u2018very vocal\u2019 during these meetings in stating that [PubMatic\u2019s] publishing\n\n 21 demand was decreasing and that PubMatic faced serious challenges related to revenue as a result.\u201d\n\n 22 (Id.)\n\n 23 According to CW1, PubMatic\u2019s global meeting minutes \u201cwill reflect discussions related to\n\n 24 PubMatic\u2019s problems with DSPs in general and with [TTD] in particular,\u201d minutes of the weekly\n\n 25 product management meetings \u201cwill further document these problems and issues with respect to\n\n 26 areas focused on monetization,\u201d and \u201cinternal revenue reports will reflect a decrease in\n\n 27 [PubMatic\u2019s] revenue from DSPs.\u201d (Id. \u00b6 42.) \u201cCW1 also stated [PubMatic\u2019s] management\n\n 28 would [publicly] claim that it was surprised by the effects a DSP would have upon PubMatic\u2019s\n 5\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 6 of 17\n\n\n\n\n 1 financial results when internally [PubMatic\u2019s] executives previously discussed the same issues\n\n 2 during the [] global meetings and weekly product management meetings.\u201d (Id. \u00b6 43.)\n\n 3 \u201cIn addition to the other facts alleged herein, the core operations inference, among other\n\n 4 things, demonstrates that Defendants made their misrepresentations and half-truths with scienter.\u201d\n\n 5 (Id. \u00b6 44.) In SEC filings, PubMatic stated \u201c[t]wo of our largest DSP relationships are with\n\n 6 Google and [TTD],\u201d \u201c[TTD] and Google DV360 . . . account for a significant portion of the ad\n\n 7 impressions purchased on our platform,\u201d \u201c[w]e generate revenue from the use of our platform for\n\n 8 the purchase and sale of digital advertising inventory,\u201d and \u201c[o]ur revenue and results of\n\n 9 operations are highly dependent on the overall demand for advertising.\u201d (Id.)\n\n 10 II. PROCEDURAL HISTORY\n 11 After Plaintiff sued Defendants and issued notice, (Dkt. Nos. 1, 6), the court appointed\n\n 12 Plaintiff as lead plaintiff, (Dkt. No. 31), and related Case Nos. 25-cv-07224, 25-cv-07391, and 25-\nNorthern District of California\n United States District Court\n\n\n\n\n 13 cv-07618, (Dkt. No. 33). Plaintiff then filed an amended complaint on behalf of all persons and\n\n 14 entities who purchased PubMatic securities between February 27, 2025 and August 11, 2025,\n\n 15 alleging: (1) all Defendants violated Exchange Act section 10(b) and SEC Rule 10b-5, and (2)\n\n 16 Individual Defendants violated Exchange Act section 20(a). (Dkt. No. 38.) Defendants now move\n\n 17 to dismiss Plaintiff\u2019s amended complaint. (Dkt. No. 39.)\n\n 18 DISCUSSION\n\n 19 I. REQUEST FOR INCORPORATION BY REFERENCE AND JUDICIAL NOTICE\n 20 Defendants ask the Court to consider eight exhibits in ruling on their motion to dismiss.\n\n 21 (Dkt. No. 41.) While district courts generally \u201cmay not consider material outside the pleadings\n\n 22 when assessing the sufficiency of a complaint under Rule 12(b)(6),\u201d the incorporation-by-\n\n 23 reference doctrine and judicial notice are two exceptions to this rule. See Khoja v. Orexigen\n\n 24 Therapeutics, Inc., 899 F.3d 988, 998 (9th Cir. 2018).\n\n 25 Rather than contest the authenticity of\u2014or otherwise object to\u2014any particular document,\n\n 26 Plaintiff opposes Defendants\u2019 request because Defendants seek judicial notice and incorporation\n\n 27 by reference for improper reasons, namely, \u201cfor the truth of the matter asserted within the\n\n 28 documents,\u201d to \u201cnegate Plaintiff\u2019s scienter allegations,\u201d and \u201cto contradict conclusory allegations.\u201d\n 6\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 7 of 17\n\n\n\n\n 1 (Dkt. No. 43 at 5.) Although Plaintiff correctly notes there are limits to how the Court should\n\n 2 consider the contents of documents incorporated by reference or judicially noticed, Plaintiff\u2019s\n\n 3 arguments do not affect whether the Court can consider Defendants\u2019 proposed documents. See\n\n 4 Khoja, 899 F.3d at 1003 (\u201c[While] a court may assume an incorporated document\u2019s contents are\n\n 5 true for purposes of a motion to dismiss, . . . it is improper to assume the truth of an incorporated\n\n 6 document if such assumptions only serve to dispute facts stated in a well-pleaded complaint\u201d\n\n 7 (cleaned up)); see also id. at 999 (\u201c[A] court cannot take judicial notice of disputed facts contained\n\n 8 in [] public records.\u201d (citation omitted)).\n\n 9 A. Incorporation by Reference\n 10 While \u201cmere mention of the existence of a document is insufficient to incorporate the\n\n 11 contents of a document, the document is incorporated when its contents are described and the\n\n 12 document is integral to the complaint.\u201d Tunac v. United States, 897 F.3d 1197, 1207 n.8 (9th Cir.\nNorthern District of California\n United States District Court\n\n\n\n\n 13 2018) (cleaned up). Both conditions are satisfied for the documents Defendants present. (Dkt.\n\n 14 No. 40-1 (PubMatic\u2019s 2024 Form 10K, described at Dkt. No. 38 \u00b6\u00b6 30-32); Dkt. No. 40-2\n\n 15 (PubMatic\u2019s Feb. 27, 2025 press release, \u201cPubMatic Announces Fourth Quarter and Fiscal Year\n\n 16 Ended 2024 Financial Results,\u201d described at Dkt. No. 38 \u00b6 29); Dkt. No. 40-3 (PubMatic\u2019s May 8,\n\n 17 2025 press release, \u201cPubMatic Announces First Quarter 2025 Financial Results; Board of\n\n 18 Directors Authorizes $100M Expansion of Share Repurchase Program,\u201d described at Dkt. No. 38\n\n 19 \u00b6 33); Dkt. No. 40-4 (PubMatic\u2019s Form 10-Q for quarter ending March 31, 2025, described at Dkt.\n\n 20 No. 38 \u00b6\u00b6 34-35); Dkt. No. 40-5 (PubMatic\u2019s Aug. 11, 2025 press release, described at Dkt. No.\n\n 21 38 \u00b6 45); Dkt. No. 40-6 (Transcript of PubMatic\u2019s Aug. 11, 2025 earnings call, described at Dkt.\n\n 22 No. 38 \u00b6\u00b6 46-47); Dkt. No. 40-7 (Aug. 13, 2025 Investing.com article \u201cPubMatic\u2019s SWOT\n\n 23 analysis; adtech firm navigates DSP headwinds amid CTV growth,\u201d described at Dkt. No. 38 \u00b6\n\n 24 49); Dkt. No. 40-8 (Transcript from Aug. 18, 2025 Rosenblatt Fifth Annual Technology Summit,\n\n 25 described at Dkt. No. 38 \u00b6 50.) The Court therefore incorporates these documents by reference.\n\n 26 B. Judicial Notice\n 27 \u201cJudicial notice . . . permits courts to notice an adjudicative fact if it is \u2018not subject to\n\n 28 reasonable dispute,\u2019\u201d meaning the fact is \u201c\u2018generally known\u2019, or \u2018can be accurately and readily\n 7\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 8 of 17\n\n\n\n\n 1 determined from sources whose accuracy cannot reasonably be questioned.\u2019\u201d Khoja, 899 F.3d at\n\n 2 999 (quoting Fed. R. Evid. 201). Because \u201c[c]ourts routinely take judicial notice of SEC filings in\n\n 3 securities cases where authenticity is not disputed,\u201d In re Apple Inc. Sec. Litig., No. 19-CV-02033-\n\n 4 YGR, 2020 WL 2857397, at *6 (N.D. Cal. June 2, 2020) (citations omitted), the Court takes notice\n\n 5 of PubMatic\u2019s SEC filings and press releases regarding those filings. (Dkt. Nos. 40-1, 40-2, 40-3,\n\n 6 40-4, 40-5.) Likewise, because \u201c[publicly] accessible websites and news articles are proper\n\n 7 subjects of judicial notice,\u201d WeWork Companies Inc. v. WePlus (Shanghai) Tech. Co., No. 5:18-\n\n 8 CV-04543-EJD, 2020 WL 83845, at *2 (N.D. Cal. Jan. 7, 2020) (cleaned up), the Court notices\n\n 9 the August 13, 2025 Investing.com article. (Dkt. No. 40-7.) And because earnings call and\n\n 10 conference transcripts are \u201cmatters of public record not subject to reasonable dispute,\u201d the Court\n\n 11 also notices PubMatic\u2019s August 11, 2025 earnings call transcript and the August 19, 2025\n\n 12 Rosenblatt Virtual Technology Summit transcript. (Dkt. Nos. 40-6, 40-8.) See Sneed v. AcelRx\nNorthern District of California\n United States District Court\n\n\n\n\n 13 Pharms., Inc., No. 21-CV-04353-BLF, 2024 WL 2059121, at *4 (N.D. Cal. May 7, 2024) (citation\n\n 14 omitted), aff\u2019d sub nom. Sneed v. Talphera, Inc., 147 F.4th 1123 (9th Cir. 2025).\n\n 15 II. MOTION TO DISMISS\n 16 Section 10(b) of the Exchange Act makes it unlawful to \u201cuse or employ, in connection\n\n 17 with the purchase or sale of any security, . . . any manipulative or deceptive device or contrivance\u201d\n\n 18 in contravention of SEC regulations. See 15 U.S.C. \u00a7 78j(b). Under Rule 10b-5, promulgated\n\n 19 under the authority of section 10(b), it is unlawful \u201c[t]o make any untrue statement of fact or to\n\n 20 omit to state a material fact necessary in order to make the statements made, in the light of the\n\n 21 circumstances under which they were made, not misleading.\u201d See 17 C.F.R. \u00a7 240.10b\u20135(b). \u201cTo\n\n 22 be viable, a claim brought under section 10(b) and Rule 10b\u20135 must contain six essential\n\n 23 elements:\n\n 24 (1) a material misrepresentation or omission by the defendant;\n (2) scienter;\n 25 (3) a connection between the misrepresentation or omission and the\n purchase or sale of a security;\n 26 (4) reliance upon the misrepresentation or omission;\n (5) economic loss; and\n 27 (6) loss causation.\n 28 Retail Wholesale & Dep\u2019t Store Union Loc. 338 Ret. Fund v. Hewlett-Packard Co., 845 F.3d\n 8\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 9 of 17\n\n\n\n\n 1 1268, 1274 (9th Cir. 2017) (quotation marks and citation omitted).\n\n 2 Additionally, to survive a motion to dismiss, a Section 10(b) claim must satisfy three\n\n 3 pleading standards. First are the general pleading requirements of Federal Rule of Procedure 8(a),\n\n 4 mandating \u201ca short and plain statement of the claim showing that the pleader is entitled to relief.\u201d\n\n 5 See Fed. R. Civ. P. 8(a)(2). Second, pursuant to Federal Rule of Civil Procedure 9(b), the\n\n 6 complaint must \u201cstate with particularity the circumstances constituting fraud,\u201d see Fed. R. Civ. P.\n\n 7 9(b), in order \u201cto give defendants notice of the particular misconduct which is alleged to constitute\n\n 8 the fraud charged so that they can defend against the charge and not just deny that they have done\n\n 9 anything wrong.\u201d See Neubronner v. Milken, 6 F.3d 666, 671 (9th Cir. 1993) (quotation marks\n\n 10 and citation omitted). Third, the complaint must satisfy the requirements of the Private Securities\n\n 11 Litigation Reform Act (\u201cPSLRA\u201d), which mandate \u201cplead[ing] with particularity both falsity and\n\n 12 scienter.\u201d Gompper v. VISX, Inc., 298 F.3d 893, 895 (9th Cir. 2002) (quotation marks and citation\nNorthern District of California\n United States District Court\n\n\n\n\n 13 omitted). To do so, the complaint must \u201cspecify each statement alleged to have been misleading,\n\n 14 the reason or reasons why the statement is misleading, and, if an allegation regarding the statement\n\n 15 or omission is made on information and belief, the complaint shall state with particularity all facts\n\n 16 on which that belief is formed.\u201d Id. (quoting 15 U.S.C. \u00a7 78u-4(b)(1).)\n\n 17 A. Material Misrepresentation or Omission\n 18 Because Federal Rule of Civil Procedure 8(a)(2) requires \u201ca short and plain statement of\n\n 19 the claim showing that the pleader is entitled to relief,\u201d \u201c[c]ourts may dismiss cases for \u2018puzzle\n\n 20 pleading,\u2019 where the complaint \u2018recite[s] lengthy statements attributed to the defendants, followed\n\n 21 by a generalized list of reasons that the statements may have been false or misleading or a\n\n 22 generalized list of omissions that were required to make the statements not misleading.\u2019\u201d Xiaojiao\n\n 23 Lu v. Align Tech., Inc., 417 F. Supp. 3d 1266, 1274 (N.D. Cal. 2019) (quoting Tarapara v. K12\n\n 24 Inc., No. 16-CV-4069-PJH, 2017 WL 3727112, at *9 (N.D. Cal. Aug. 30, 2017)).\n\n 25 In addition, to plead falsity under the PSLRA, a plaintiff must plead \u201cspecific facts\n\n 26 indicating why\u201d each challenged statement was false or misleading. See Metzler Inv. GMBH v.\n\n 27 Corinthian Colleges, Inc., 540 F.3d 1049, 1070 (9th Cir. 2008) (citation omitted). \u201cFor a\n\n 28 statement to be false or misleading, it must directly contradict what the defendant knew at that\n 9\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 10 of 17\n\n\n\n\n 1 time or omit material information.\u201d Weston Fam. P\u2019ship LLLP v. Twitter, Inc., 29 F.4th 611, 619\n\n 2 (9th Cir. 2022) (cleaned up). \u201cA statement is misleading if it would give a reasonable investor the\n\n 3 impression of a state of affairs that differs in a material way from the one that actually exists.\u201d\n\n 4 Hewlett-Packard Co., 845 F.3d at 1275 (cleaned up). So, federal securities laws \u201cdo not create an\n\n 5 affirmative duty to disclose any and all material information\u201d; instead, \u201c[d]isclosure is required . . .\n\n 6 only when necessary to make . . . statements made, in the light of the circumstances under which\n\n 7 they were made, not misleading.\u201d Macquarie Infrastructure Corp. v. Moab Partners, L.P., 601\n\n 8 U.S. 257, 264 (2024) (holding Rule 10b-5 proscribes \u201chalf-truths, not pure omissions\u201d).\n\n 9 For more than eight pages of his complaint, Plaintiff quotes several paragraph-long\n\n 10 excerpts from PubMatic\u2019s public filings, (Dkt. No. 38 \u00b6\u00b6 29-35), before alleging \u201c[t]he statements\n\n 11 above in \u00b6\u00b6 29-35 were materially false and misleading\u201d because\n\n 12 Defendants failed to disclose to investors: (1) that a top DSP buyer\nNorthern District of California\n\n\n\n\n was shifting a significant number of clients to a new platform which\n United States District Court\n\n\n\n\n 13 evaluated inventory differently; (2) that, as a result, PubMatic was\n seeing a reduction in ad spend and revenue from this top DSP buyer;\n 14 and (3) that, as a result of the foregoing, Defendants\u2019 positive\n statements about the Company\u2019s business, operations, and prospects\n 15 were materially misleading and/or lacked a reasonable basis.\n 16 (Id. \u00b6 36.) Plaintiff\u2019s complaint \u201crenders it exceedingly difficult to discern precisely which\n\n 17 statements are alleged to be misleading.\u201d See In re Splash Tech. Holdings, Inc. Sec. Litig., 160 F.\n\n 18 Supp. 2d 1059, 1073 (N.D. Cal. 2001). For example, Plaintiff includes several of PubMatic\u2019s\n\n 19 reported balance sheets, (Dkt. No. 38 \u00b6\u00b6 29, 33, 34), without alleging what information was\n\n 20 omitted from those balance sheets to make them misleading. Plaintiff also bolds and italicizes\n\n 21 certain sentences, such as \u201c[o]ur disclosure controls and procedures were effective at a reasonable\n\n 22 assurance level.\u201d (Id. \u00b6 30.) However, Plaintiff\u2019s emphasis in his complaint does not align with\n\n 23 the statements Plaintiff identifies as false and misleading in his opposition brief. (Dkt. No. 42 at\n\n 24 10-12.) And, when paired with Plaintiff\u2019s \u201cgeneralized list of omissions that were required to\n\n 25 make the statements not misleading,\u201d Plaintiff\u2019s bolding and italicizing of particular sentences is\n\n 26 insufficient to show Plaintiff is entitled to relief. See Align Tech., Inc., 417 F. Supp. 3d at 1274-75\n\n 27 (dismissing a plaintiff\u2019s complaint for \u201cimpermissible \u2018puzzle pleading\u2019\u201d when \u201cunder the heading\n\n 28 \u2018Defendants\u2019 Materially False and Misleading Statements and Omissions,\u2019\u201d the plaintiff \u201cquotes\n 10\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 11 of 17\n\n\n\n\n 1 and discusses paragraph-long statements and selectively bolds and italicizes certain sentences\u201d).\n\n 2 So, the Court dismisses Plaintiff\u2019s claim for impermissible \u201cpuzzle pleading\u201d in violation of\n\n 3 Federal Rule of Civil Procedure 8(a)(2).\n\n 4 Because Plaintiff does not identify the challenged statements, Plaintiff also fails to plead\n\n 5 \u201cspecific facts indicating why\u201d each challenged statement is false or misleading. See Metzler Inv.\n\n 6 GMBH, 540 F.3d at 1070. In his opposition brief, Plaintiff elaborates on which statements he\n\n 7 challenges and why those statements are false or misleading. But in evaluating a motion to\n\n 8 dismiss, the Court \u201cis limited to analyzing the factual allegations in the complaint, and not those\n\n 9 contained in . . . Plaintiff\u2019s opposition to the motion to dismiss.\u201d Ewing v. Flora, No. 14-CV-2925\n\n 10 AJB (NLS), 2015 WL 12564225, at *5 n.6 (S.D. Cal. Mar. 25, 2015) (citing Hal Roach Studios,\n\n 11 Inc. v. Richard Feiner & Co., 896 F.2d 1542, 1555 n.19 (9th Cir. 1990)). Furthermore, Plaintiff\u2019s\n\n 12 arguments why the challenged statements are false and misleading depend on CW1\u2019s alleged\nNorthern District of California\n United States District Court\n\n\n\n\n 13 statements. But, as explained below, the complaint\u2019s allegations do not permit Plaintiff to rely on\n\n 14 CW1\u2019s statements to allege scienter; for the same reasons, Plaintiff cannot rely on CW1\u2019s\n\n 15 statements to allege falsity. See Scheller v. Nutanix, Inc., 450 F. Supp. 3d 1024, 1031 (N.D. Cal.\n\n 16 2020) (\u201cIf a plaintiff relies upon a CW to show the falsity of the statements alleged, the CW must\n\n 17 be described with sufficient particularity to establish his reliability and personal knowledge, and\n\n 18 the statements reported by the CW must be indicative of scienter.\u201d (citing Zucco Partners, LLC v.\n\n 19 Digimarc Corp., 552 F.3d 981, 995 (9th Cir. 2009)).\n\n 20 So, the Court dismisses Plaintiff\u2019s complaint because he does not adequately plead\n\n 21 Defendants\u2019 material misrepresentation or omission under Federal Rule of Civil Procedure 8(a)(2)\n\n 22 or the PSLRA.\n\n 23 B. Scienter\n 24 \u201cTo adequately plead scienter, a securities fraud complaint must \u2018state with particularity\n\n 25 facts giving rise to a strong inference that the defendant acted with the required state of mind.\u2019\u201d\n\n 26 New Mexico State Inv. Council v. Ernst & Young LLP, 641 F.3d 1089, 1095 (9th Cir. 2011)\n\n 27 (quoting 15 U.S.C. \u00a7 78u-4(b)(2)(A)). \u201cA complaint can plead scienter by raising a strong\n\n 28 inference that the defendant possessed actual knowledge or acted with deliberate recklessness.\u201d\n 11\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 12 of 17\n\n\n\n\n 1 Id. (citation omitted); see also Gebhart v. SEC, 595 F.3d 1034, 1042 (9th Cir. 2010) (\u201c[T]he\n\n 2 ultimate question is whether the defendant knew his or her statements were false, or was\n\n 3 consciously reckless as to their truth or falsity.\u201d).\n\n 4 Courts first determine whether any \u201callegations, standing alone, are sufficient to create a\n\n 5 strong inference of scienter.\u201d Zucco, 552 F.3d at 992. \u201c[I]f no individual allegations are\n\n 6 sufficient, [courts] will conduct a \u2018holistic\u2019 review of the same allegations to determine whether\n\n 7 the insufficient allegations combine to create a strong inference of intentional conduct or\n\n 8 deliberate recklessness.\u201d Id. In reviewing the sufficiency of a complaint\u2019s allegations, the court\n\n 9 must \u201ctake into account plausible opposing inferences.\u201d Tellabs, Inc. v. Makor Issues & Rts., Ltd.,\n\n 10 551 U.S. 308, 323 (2007). \u201cA complaint will survive. . . only if a reasonable person would deem\n\n 11 the inference of scienter cogent and at least as compelling as any opposing inference one could\n\n 12 draw from the facts alleged.\u201d Id. at 324.\nNorthern District of California\n United States District Court\n\n\n\n\n 13 Additionally, when \u201cplaintiffs seek to hold individuals and a company liable on a securities\n\n 14 fraud theory,\u201d they must \u201callege scienter with respect to each of the individual defendants.\u201d\n\n 15 Oregon Pub. Emps. Ret. Fund v. Apollo Grp. Inc., 774 F.3d 598, 607 (9th Cir. 2014) (citation\n\n 16 omitted). \u201cA defendant corporation is deemed to have the requisite scienter for fraud only if the\n\n 17 individual corporate officer making the statement has the requisite level of scienter.\u201d In re Apple\n\n 18 Computer, Inc. Sec. Litig., 243 F. Supp. 2d 1012, 1023 (N.D. Cal. 2002) (citing Nordstrom, Inc. v.\n\n 19 Chubb & Son, Inc., 54 F.3d 1424, 1435-36 (9th Cir. 1995)).\n\n 20 1. Confidential Witness\n 21 \u201c[A] complaint relying on statements from confidential witnesses must pass two hurdles to\n\n 22 satisfy the PSLRA pleading requirements.\u201d Zucco, 552 F.3d at 995. \u201cFirst, the confidential\n\n 23 witnesses whose statements are introduced to establish scienter must be described with sufficient\n\n 24 particularity to establish their reliability and personal knowledge.\u201d Id. (citations omitted); see also\n\n 25 id. (explaining this prong \u201canalyzes whether a complaint has provided sufficient detail about a\n\n 26 confidential witness\u2019 position within the defendant company to provide a basis for attributing the\n\n 27 facts reported by that witness to the witness\u2019 personal knowledge.\u201d). \u201cSecond, these statements\n\n 28 which are reported by confidential witnesses with sufficient reliability and personal knowledge\n 12\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 13 of 17\n\n\n\n\n 1 must themselves be indicative of scienter.\u201d Id. (citation omitted).\n\n 2 To allege Defendants\u2019 scienter, Plaintiff primarily relies on confidential witness CW1. By\n\n 3 alleging CW1\u2019s job title and period of employment, (Dkt. No. 38 \u00b6 37), Plaintiff sufficiently\n\n 4 describes CW1\u2019s position at PubMatic. See Zucco, 552 F.3d at 996 (holding the complaint\n\n 5 \u201cdescribes the confidential witnesses\u2019 job titles and employment information with ample detail to\n\n 6 satisfy [the] requirement that a complaint make apparent a confidential witness\u2019s position within\n\n 7 the defendant corporation\u201d).\n\n 8 However, for several of CW1\u2019s statements, Plaintiff does not \u201callege with particularity\n\n 9 facts supporting its assumptions that [CW1] w[as] in a position to be personally knowledgeable of\n\n 10 the information alleged.\u201d See id. at 996; see also Applestein v. Medivation, Inc., 861 F. Supp. 2d\n\n 11 1030, 1039 (N.D. Cal. 2012) (holding confidential witness statements unreliable given the\n\n 12 questionable basis for the information of each of the witnesses\u201d), aff\u2019d, 561 F. App\u2019x 598 (9th Cir.\nNorthern District of California\n United States District Court\n\n\n\n\n 13 2014). For example, Plaintiff\u2019s allegations PubMatic knew TTD was de-prioritizing PubMatic\n\n 14 depend on statements made by TTD \u201cin talks with\u201d PubMatic\u2019s management. (Dkt. No. 38 \u00b6\u00b6 38-\n\n 15 39.) However, Plaintiff does not allege CW1 was present for those talks or otherwise allege a\n\n 16 basis for CW1\u2019s personal knowledge. Similarly, Plaintiff alleges Mr. Goel knew about\n\n 17 PubMatic\u2019s \u201cDSP problems\u201d because they were discussed in global meetings, (id. \u00b6 40), but\n\n 18 Plaintiff does not allege CW1 attended those global meetings. So, these allegations do not satisfy\n\n 19 the PSLRA pleading requirements.\n\n 20 Plaintiff also includes allegations related to weekly product management meetings which\n\n 21 Mr. Goel attended. (Id. \u00b6 41.) Plaintiff\u2019s allegation CW1 \u201cfrequently voiced concerns during\n\n 22 these meetings\u201d provides a basis for CW1\u2019s participation in these meetings and therefore their\n\n 23 personal knowledge. (Id.) But for the most part, Plaintiff\u2019s allegations regarding discussions in\n\n 24 the weekly product management meetings are \u201cunreliable\u201d and \u201cvague hearsay.\u201d See Zucco, 552\n\n 25 F.3d at 996-97. For example, Plaintiff alleges in these meetings \u201cPubMatic\u2019s problems with DSPs\n\n 26 were [] discussed,\u201d \u201cthere were huge projects\u201d to \u201caddress the leakage of revenue related to TTD,\u201d\n\n 27 and \u201cit was clear that PubMatic was \u2018in a lot of danger\u2019 because of the Company\u2019s problems with\n\n 28 DSPs.\u201d (Dkt. No. 38 \u00b6 41.) Because Plaintiff does not allege any details about what aspects of the\n 13\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 14 of 17\n\n\n\n\n 1 problems were discussed or what the projects entailed, or allege who made the statements CW1\n\n 2 describes, Plaintiff\u2019s allegations are insufficient to \u201csatisfy [the] reliability standard.\u201d See Zucco,\n\n 3 552 F.3d at 997 (holding allegation of \u201chearsay, accompanied by no details describing which\n\n 4 projects or what employees were affected, is not detailed enough to pass muster\u201d).\n\n 5 Plaintiff\u2019s only allegations which identify speakers are the allegations CW1 and Mr. Janes\n\n 6 \u201cfrequently voiced concerns during these meetings regarding these issues,\u201d and Mr. Janes, \u201cin\n\n 7 particular, was \u2018very vocal\u2019 during these meetings in stating that [PubMatic\u2019s] publishing demand\n\n 8 was decreasing and that PubMatic faced serious challenges related to revenue as a result.\u201d (Id. \u00b6\n\n 9 41.) But that PubMatic had heard \u201cconcerns . . . regarding these issues,\u201d or that \u201cpublishing\n\n 10 demand was decreasing\u201d and causing \u201cserious challenges related to revenue,\u201d is insufficient to\n\n 11 give rise to a strong inference PubMatic knew TTD, a buyer, was reducing its spend on its\n\n 12 platform. See New Mexico State Inv. Council, 641 F.3d at 1095 (requiring a complaint \u201cstate with\nNorthern District of California\n United States District Court\n\n\n\n\n 13 particularity facts giving rise to a strong inference that the defendant acted with the required state\n\n 14 of mind\u201d).\n\n 15 Plaintiff\u2019s contention \u201c\u2018the fact that a confidential witness reports hearsay does not\n\n 16 automatically disqualify his statement from consideration in the scienter calculus\u2019\u201d is unavailing.\n\n 17 See Lloyd v. CVB Fin. Corp., 811 F.3d 1200, 1208 (9th Cir. 2016) (quoting Zucco, 552 F.3d at 997\n\n 18 n.4). As the Ninth Circuit explained in Lloyd and Zucco, rather than automatically disqualifying\n\n 19 hearsay statements, courts \u201cexamine a confidential witness\u2019s hearsay report to determine if it is\n\n 20 sufficiently reliable, plausible, or coherent.\u201d See id. (quoting Zucco, 552 F.3d at 997 n.4). And\n\n 21 unlike the cases Plaintiff cites, Plaintiff\u2019s complaint does not allege facts making CW1\u2019s hearsay\n\n 22 reports reliable. See, e.g., Alghazwi v. Beauty Health Co., 801 F. Supp. 3d 982, 1007 (C.D. Cal.\n\n 23 2025) (holding hearsay reports from confidential witnesses reliable when the complaint also\n\n 24 \u201cinclude[d] copies of the written communications through which the [confidential witnesses]\n\n 25 learned the information\u201d); In re BioMarin Pharm. Inc. Sec. Litig., No. 3:20-CV-06719-WHO,\n\n 26 2022 WL 164299, at *11 (N.D. Cal. Jan. 6, 2022) (holding confidential witness statements reliable\n\n 27 when the witness \u201cnamed the person from whom the information came\u201d and the witness\u2019s\n\n 28 allegations aligned \u201cwith what [the defendant\u2019s] executives [later] publicly admitted\u201d); City of\n 14\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 15 of 17\n\n\n\n\n 1 Miami Gen. Emps. & Sanitation Emps. Ret. Tr. v. RH, Inc., 302 F. Supp. 3d 1028, 1045 n.10 (N.D.\n\n 2 Cal. 2018) (rejecting the defendants\u2019 hearsay argument when \u201cmany of the CWs had firsthand\n\n 3 knowledge of the events and company procedures which form the basis for their statements\u201d).\n\n 4 Ultimately, Plaintiff asserts \u201c[r]equiring more detail than those presently alleged would\n\n 5 transform the PSLRA\u2019s formidable pleading requirement into an impossible one,\u201d and\n\n 6 \u201cDefendants\u2019 argument that Plaintiffs alleged insufficient particularized facts . . . asks the court to\n\n 7 impose an impossibly high burden on securities action plaintiffs.\u201d Glazer Cap. Mgmt., L.P. v.\n\n 8 Forescout Techs., Inc., 63 F.4th 747, 769 (9th Cir. 2023). But Plaintiff does not explain why\n\n 9 alleging more detail would be impossible. And Glazer Capital Management, L.P., in which the\n\n 10 court cited statements from fifteen separate confidential witnesses, several of whom corroborated\n\n 11 each other\u2019s accounts and included numbers and other details indicating reliability, id. at 768-69,\n\n 12 is not analogous to Plaintiff\u2019s complaint, which relies on a single confidential witness and\nNorthern District of California\n United States District Court\n\n\n\n\n 13 generally omits facts supporting that witness\u2019s personal knowledge.\n\n 14 So, CW1\u2019s statements do not satisfy the PSLRA pleading requirements, and Plaintiff\n\n 15 cannot rely on them to allege a strong inference of Defendants\u2019 scienter.\n\n 16 2. Core Operations Inference\n 17 Plaintiff also alleges \u201cthe core operations inference, among other things, demonstrates that\n\n 18 Defendants made their misrepresentations and half-truths with scienter.\u201d (Dkt. No. 38 \u00b6 44.)\n\n 19 \u201cThe core operations theory of scienter relies on the principle that corporate officers have\n\n 20 knowledge of the critical core operation of their companies.\u201d Police Ret. Sys. of St. Louis v.\n\n 21 Intuitive Surgical, Inc., 759 F.3d 1051, 1062 (9th Cir. 2014) (citation omitted). The core\n\n 22 operations theory \u201cmay support a strong inference of scienter\u201d when: (1) if read together with\n\n 23 other allegations, they \u201craise an inference of scienter that is cogent and compelling [and] thus\n\n 24 strong in light of other explanations\u201d; (2) \u201cthey are particular and suggest that defendants had\n\n 25 actual access to the disputed information\u201d; or (3) \u201cin rare circumstances where the nature of the\n\n 26 relevant fact is of such prominence that it would be absurd to suggest that management was\n\n 27 without knowledge of the matter.\u201d Id. (cleaned up). But \u201cproof under this theory is not easy\u201d; a\n\n 28 plaintiff must \u201cproduce either specific admissions by one or more corporate executives of detailed\n 15\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 16 of 17\n\n\n\n\n 1 involvement in the minutia of a company\u2019s operations, such as data monitoring, . . . or witness\n\n 2 accounts demonstrating that executives had actual involvement in creating false reports.\u201d Id.\n\n 3 (citations omitted).\n\n 4 Plaintiff alleges the core operations inference applies because \u201cPubMatic indicated in\n\n 5 various SEC filings\u201d TTD was one of its two largest DSP relationships and, with Google DV360,\n\n 6 \u201caccount[s] for a significant portion of the ad impressions purchased on [its] platform.\u201d (Dkt. No.\n\n 7 38 \u00b6 44.) Plaintiff also alleges \u201cPubMatic indicated in various SEC filings\u201d it \u201cgenerate[s]\n\n 8 revenue from . . . the purchase and sale of digital advertising inventory\u201d and its \u201crevenue and\n\n 9 results of operations are highly dependent on the overall demand for advertising.\u201d (Id.) As an\n\n 10 initial matter, Plaintiff\u2019s core operations theory fails because Plaintiff \u201cdoes not state with\n\n 11 specificity what it is that the defendants must have known.\u201d See Chicago & Vicinity Laborers\u2019\n\n 12 Dist. Council Pension Fund v. Amplitude, Inc., No. 24-CV-00898-VC, 2025 WL 82206, at *2\nNorthern District of California\n United States District Court\n\n\n\n\n 13 (N.D. Cal. Jan. 13, 2025) (rejecting the plaintiff\u2019s reliance on the core operations inference\n\n 14 because \u201cit\u2019s not clear what [the defendants] would have actually known\u2014or that what they knew\n\n 15 meant that they made the allegedly misleading statements with knowledge or deliberate\n\n 16 recklessness\u201d). But even if Plaintiff had done so, Plaintiff does not allege any facts imputing that\n\n 17 knowledge to a PubMatic executive. See Intuitive Surgical, Inc., 759 F.3d at 1062 (requiring\n\n 18 \u201cspecific admissions by one or more corporate executives of detailed involvement in the minutia\n\n 19 of a company\u2019s operations . . . or witness accounts demonstrating that executives had actual\n\n 20 involvement in creating false reports\u201d). Plaintiff\u2019s assertion his allegations \u201cundisputably\n\n 21 establish that the facts alleged relate to PubMatic\u2019s core operations and thus add to the strong\n\n 22 inference of scienter alleged\u201d is not persuasive. (Dkt. No. 42 at 27.) Plaintiff therefore has not\n\n 23 alleged facts to show he can rely on the core operations inference to allege scienter.\n\n 24 ***\n\n 25 So, Plaintiff does not include any allegations which, \u201cstanding alone, are sufficient to\n\n 26 create a strong inference of scienter.\u201d See Zucco, 552 F.3d at 992. As to the \u201cholistic review,\u201d\n\n 27 Plaintiff does not allege any facts supporting Mr. Pantelick\u2019s scienter, Plaintiff\u2019s allegations\n\n 28 supporting Mr. Goel\u2019s scienter are based exclusively on unreliable statements from CW1, and\n 16\n\f Case 3:25-cv-07067-JSC Document 48 Filed 07/27/26 Page 17 of 17\n\n\n\n\n 1 Plaintiff presents no allegations plausibly supporting his assertion of the core operations theory, so\n\n 2 Plaintiff\u2019s \u201cinsufficient allegations\u201d do not \u201ccombine to create a strong inference\u201d of scienter. Id.\n\n 3 (cleaned up). The Court therefore also dismisses Plaintiff\u2019s complaint because he does not\n\n 4 adequately allege Defendants\u2019 scienter.\n\n 5 C. Section 20(a) Claim\n 6 Plaintiff also alleges Individual Defendants are liable under section 20(a) of the Exchange\n\n 7 Act. (Dkt. No. 38 \u00b6\u00b6 73-77.) To state a prima facie section 20(a) claim, a plaintiff must plead: (1)\n\n 8 \u201ca primary violation of federal securities laws\u201d; and (2) \u201cthat the defendant exercised actual power\n\n 9 or control over the primary violator.\u201d Howard v. Everex Sys., Inc., 228 F.3d 1057, 1065 (9th Cir.\n\n 10 2000). Because Plaintiff fails to plead a primary violation of section 10(b), the Court dismisses\n\n 11 the section 20(a) claims against Individual Defendants. See Zucco, 552 F.3d at 990 (\u201cSection\n\n 12 20(a) claims may be dismissed summarily . . . if a plaintiff fails to adequately plead a primary\nNorthern District of California\n United States District Court\n\n\n\n\n 13 violation of section 10(b).\u201d).\n\n 14 CONCLUSION\n\n 15 For the reasons stated above, the Court GRANTS Defendants\u2019 motion to dismiss.\n\n 16 However, because Plaintiff may be able to plausibly allege Defendants\u2019 material omissions and\n\n 17 requisite scienter in making them, the Court gives Plaintiff leave to amend. Plaintiff\u2019s amended\n\n 18 complaint is due September 4, 2026. Plaintiff may not add new defendants or claims without\n\n 19 leave of Court.\n\n 20 This Order disposes of Docket No. 39.\n\n 21 IT IS SO ORDERED.\n\n 22 Dated: July 27, 2026\n\n 23\n\n 24\n JACQUELINE SCOTT CORLEY\n 25 United States District Judge\n 26\n 27\n\n 28\n 17\n\f","ocr_status":2,"date_upload":"2026-08-23T10:24:23.963510-07:00","document_number":"48","attachment_number":null,"pacer_doc_id":"035027430590","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order on Motion to Dismiss","acms_document_guid":""}],"date_created":"2026-07-27T14:06:35.074958-07:00","date_modified":"2026-10-15T07:01:58.812053-07:00","date_filed":"2026-07-27","time_filed":"13:52:45","entry_number":48,"recap_sequence_number":"2026-07-27.001","pacer_sequence_number":148,"description":"ORDER by Judge Jacqueline Scott Corley granting 39 Motion to Dismiss. Amended complaint is due by September 4, 2026. 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