PUBM 8-K
PubMatic, Inc. (PUBM)
8-K
2025-09-08
For: 2025-09-08
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): September 8, 2025
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Item 7.01 Regulation FD Disclosure.
On September 8, 2025, PubMatic, Inc. (the "Company") filed a civil action against Google LLC ("Google") in the U.S. District Court for the Eastern District of Virginia seeking injunctive relief and damages for monopolistic and anticompetitive behavior in the publisher ad server and ad exchange markets for open-web display advertising (the "Litigation"). A copy of the Company’s press release (the "Press Release") is furnished as Exhibit 99.1 and is incorporated herein by reference.
Also on September 8, 2025, the Company posted on www.pubmaticvgoogle.com, a website maintained by the Company for the purposes of the Litigation, a series of frequently asked questions and responses ("FAQs") regarding the action that the Company intends to use when speaking with the investment community and equity analysts. The Company may update the FAQs in its discretion, including if the Company receives additional recurring questions or requests for information in the future regarding developments relating to the Litigation. Investors are advised to refer to the FAQs at the above-referenced web address for any material updates or developments relating to the matters discussed therein. A copy of the FAQs is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. In addition to the FAQs, the Company sent select equity analysts an email communication summarizing portions of the information contained in the Press Release and FAQs, a copy of which is furnished herewith as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 8.01 Other Events.
Risk Factor Update
The Company is also providing the following updates to the Risk Factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and subsequently filed Quarterly Report on Form 10-Q:
Risks Related to our Business, Results of Operations and Growth
Our litigation with Google LLC presents several risks to our business that could adversely affect our business, results of operations and financial condition
On September 8, 2025, we filed a lawsuit against Google LLC ("Google"), seeking damages and injunctive relief in connection with Google's alleged anticompetitive behavior in the publisher ad server and ad exchange markets for open-web display (the "Google Lawsuit"). The Google Lawsuit followed an April 2025 ruling in a case brought against Google by the U.S. Department of Justice, where the U.S. District Court found that Google engaged in anticompetitive and monopolistic behavior in certain digital advertising markets.
Google is a significant participant in the digital advertising ecosystem and both a major partner and competitor to PubMatic. A material portion of our revenue is generated through our relationship with Google and the Google DV360 DSP. The Google Lawsuit is in its early stages, and the outcome and timing of the Google Lawsuit is uncertain and difficult to predict.
The Google Lawsuit presents several risks to our business, including the potential for retaliatory actions by Google. Such actions could include, but are not limited to, altering our access to their platforms, seeking to modify commercial terms between PubMatic and Google in a manner unfavorable to us, deprioritizing our services or offerings, or otherwise using their market position to negatively impact our operations. Any such actions could disrupt our ability to serve our customers and partners, reduce our revenue, and harm our relationships with publishers and advertisers.
The Google Lawsuit may be costly, protracted, and divert management's attention and resources from our business operations. Any damages awarded may not be commensurate with our expectations, and we may not receive any monetary damages at all. The injunctive relief sought in the Google Lawsuit may not be granted, or may not be granted to the extent we have requested or in a manner that adequately protects us in the future. The existence of the Google Lawsuit and any potential retaliatory measures could also negatively affect our reputation and our ability to compete, potentially causing our business, financial condition, and results of operations to be materially and adversely affected.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 99.3 | |||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | ||||
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the Litigation, the purpose and reason for the Litigation, any anticipated damages related to the Litigation, the costs to the Company related to the Litigation, the outcome of the Litigation, the risks placed upon the Company in connection with the action, and the timing of the action, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Forward-looking statements can generally be identified by words such as “anticipate,” “believe,” “could,” “develop,” “expect,” “opportunity,” “pursue,” “seek,” “will,” and similar expressions. These statements are based on management’s current views and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. For a discussion of some of the additional risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in the Company’s Annual Report on Form 10-K, our quarterly reports on Form 10-Q, this Current Report on Form 8-K, and our other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. There is no guarantee that any of the events anticipated by the Company’s forward-looking statements will occur. Except to the extent required by law, the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PUBMATIC, INC. | |||||||||||
| Date: September 8, 2025 | By: | /s/ Andrew Woods | |||||||||
| Andrew Woods | |||||||||||
| General Counsel and Secretary | |||||||||||
PubMatic Files Lawsuit Against Google to Restore Fair Competition and Innovation in Digital Advertising
Seeks Financial Damages and to Hold Google Accountable for its Unlawful Actions that Unfairly Constrained the Open Internet Ecosystem
Follows U.S. District Court Ruling that Google Illegally Acted as Monopolist
REDWOOD CITY, Calif., Sep. 8, 2025 -- PubMatic, Inc. (Nasdaq: PUBM), an independent technology company delivering digital advertising’s supply chain of the future, today filed a lawsuit in the U.S. District Court for the Eastern District of Virginia against Google (Nasdaq: GOOG) to seek financial damages and to restore fair competition, following years-long harm caused by Google’s proven and repeated monopolistic and anticompetitive behavior in certain digital advertising markets.
The lawsuit follows the ruling from the U.S. District Court in April 2025, which found that Google had “willfully engaged in a series of anticompetitive acts to acquire and maintain monopoly power in the publisher ad server and ad exchange markets for open-web display advertising.”
PubMatic’s complaint outlines how Google’s illegal actions directly and measurably impacted PubMatic, impeding the Company’s ability to reach its full potential in terms of market share and revenue growth and compete on a level playing field. Google’s dominance both deprived publishers and advertisers of the benefits of fair competition and caused real damage to consumers in the form of higher prices due to advertising cost increases, less diversity of content and voices, and less transparency.
“For nearly two decades, PubMatic has delivered sustainable innovation and efficiency in digital advertising, empowering publishers to maximize their revenue and deliver quality content to users worldwide,” said Rajeev Goel, PubMatic’s co-founder and CEO. “Google’s systematic abuse of its vast resources and immense power has harmed our business and distorted a marketplace that should have rewarded innovation and fueled transparency and competition. Instead, anticompetitive practices limited monetization for publishers, raised costs for advertisers, and ultimately reduced choice for consumers.”
Goel continued, “Since founding PubMatic almost 20 years ago, our vision has been to fuel the endless potential of content creators on the open internet, delivering superior technology and transparent practices. Over that time, we have built our business on industry-defining innovation, differentiated infrastructure, and a relentless focus on delivering better services for publishers and advertisers alike. This litigation positions PubMatic, and the broader industry, for stronger long-term growth by holding Google accountable for its past anticompetitive actions and monopolistic behaviors.”
In addition to holding Google responsible for its unlawful actions, PubMatic also seeks to restore a competitive and fair landscape, where innovation thrives, competition is real, and the open internet remains a source of information and opportunity for everyone.
PubMatic is represented in this litigation by Hueston Hennigan LLP.
Additional Information
The full text of the complaint can be found at https://pubmaticvgoogle.com/s/20250908PubMaticvGoogleComplaint.pdf and further information about the filing can be found at www.pubmaticvgoogle.com.
About PubMatic
PubMatic is an independent technology company maximizing customer value by delivering digital advertising’s supply chain of the future. PubMatic’s sell-side platform empowers the world’s leading digital content creators across the open internet to control access to their inventory and increase monetization by enabling marketers to drive return on investment and reach addressable audiences across ad formats and devices. Since 2006, PubMatic’s infrastructure-driven approach has allowed for the efficient processing and utilization of data in real time. By delivering scalable and flexible programmatic innovation, PubMatic improves outcomes for its customers while championing a vibrant and transparent digital advertising supply chain.
Forward-Looking Statements
Certain statements in this press release are or may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s action against Google and the outcome of that action. Forward-looking statements can generally be identified by words such as “believe,” “could,” “seek,” “will,” “may,” and similar expressions. These statements are based on management's current views and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements, including the uncertainty of the outcome of the action against Google and any injunctive relief and damages or amounts received in connection with the action, if any. For a discussion of some of the additional risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in the Company's Annual Report on Form 10-K, our quarterly reports on Form 10-Q, the Company’s Current Report on Form 8-K filed September 8, 2025, and our other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. There is no guarantee that any of the events anticipated by the Company's forward-looking statements will occur. Except to the extent required by law, the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Media Contact:
Kekst CNC for PubMatic
Investor Contact:
The Blueshirt Group for PubMatic
PubMatic v. Google
FREQUENTLY ASKED QUESTIONS
1.What are the potential damages if PubMatic prevails in this lawsuit?
•Our complaint states PubMatic’s expectation that awardable damages in this case, once trebled pursuant to relevant antitrust laws, could reach into the billions of dollars.
•We are unable to quantify the full extent of the damages at this stage since discovery has not yet commenced.
•Some key factors that are relevant to assessing overall damages include:
i.PubMatic’s market share if not for Google’s anticompetitive actions.
ii.The time period and illegal actions for which the court determines PubMatic may be compensated.
iii.An estimate of the lost profits that the Court will determine should be due to PubMatic.
iv.Trebling of the estimate of the awardable lost profits to PubMatic.
•In terms of estimating lost profits, as we’ve discussed on our earnings calls, we estimate that every 1% market share shift to PubMatic would represent approximately $50-75 million in annual net revenue, of which we expect 80%+ would flow through to EBITDA.
2.How does this litigation impact PubMatic’s strategy and business operations?
•There is no impact to our strategy – PubMatic remains focused on accelerating stronger, sustainable growth to deliver results for publishers and advertisers through performance, transparency and innovation.
•PubMatic’s day-to-day operations will not be impacted by this litigation.
3.What would you do with the damages received from this lawsuit?
•No determination has been made at this time. We are focused on driving revenue growth and as we continue to innovate, we expect there will be valuable options for us to invest alongside other opportunities to increase shareholder value.
4.Why do you expect that the majority of the incremental revenue from a market share shift would flow through to EBITDA?
•Over the course of more than a decade, we have built a global private cloud infrastructure that was purpose built for real time, data intensive digital advertising. We own and operate this infrastructure which is highly efficient and enables us to achieve significant cost leverage.
•Because we are already working with and incurring the costs of processing ad impressions for the majority of Google’s third-party publishers we do not anticipate significant marginal costs when we win more auctions in a more fair and competitive market.
5.Over what period are you seeking damages? How does the statute of limitations affect your claims?
•The typical statute of limitations for antitrust violations goes back four years. However, when the government files suit against a company in relation to the same antitrust issues, the statute of limitations is paused. Since the government case that we are relying on was filed in January 2023, this allows us to seek recovery going back at least as far as January 2019.
•However, in certain situations, the Court can decide to extend the statute of limitations. Our complaint addresses this directly. For example, where there is evidence that a monopolist concealed its wrongdoing from the people who it harmed, the Court can choose to give those people more time to seek compensation for that harm.
•In our complaint, we are alleging that Google fraudulently concealed at least Project Poirot, understood to have been deployed by Google several years earlier, which may extend our statute of limitations in certain ways. In addition, we may learn of additional concealed misconduct through discovery in the case that could also extend our statute of limitations.
6.What is the anticipated cost of this litigation to PubMatic?
•While we cannot be sure of the full litigation cost at this juncture, we believe we are well positioned to bear the cost in the short- and long-term. As part of the litigation, we are asking for Google to cover attorneys’ fees incurred.
•In Q3, we anticipate limited incremental costs.As a reminder, based on the ongoing favorable revenue mix and focus on efficiency we are confident that our underlying profitability and cash generation enables us to incur these litigation costs without undermining our ability to continue investing for growth.
7.What is the anticipated timeline for this litigation? Will it be impacted by the timing of the DOJ lawsuit / remedies trial?
•Our litigation is occurring independent of the DOJ remedies trial.
•We cannot currently estimate how long this process will take, but we hope to move forward as expeditiously as possible.
8.How does this lawsuit relate to or differ from the DOJ’s adtech antitrust case against Google?
•PubMatic’s litigation uses the facts established by the DOJ and confirmed by the Honorable Leonie Brinkema in the DOJ’s antitrust case. It will also rely on additional facts and evidence, including PubMatic financial data indicating the extent of the harm to PubMatic.
•The DOJ’s antitrust case established that Google unlawfully acted as a monopolist, and the remedies phase of that prior case is expected to commence on September 22. That case did not address or seek to compensate industry players harmed by Google’s illegal actions. This aspect of the case is being left to the individual companies to pursue.
9.Why is PubMatic filing this complaint now?
•The recent antitrust ruling against Google in April 2025 laid a legal and factual foundation that supports a legal action by PubMatic as the Court found that Google had unlawfully monopolized the publisher ad server and ad exchange markets for open-web display advertising and had engaged in illegal tying arrangements that “depriv[ed] rivals of the ability to compete.”
•PubMatic, as a direct competitor that has been impacted by this conduct, is now taking action to seek redress for the harm we have suffered.
10.How would the potential outcome of the litigation impact your business?
•Our complaint states that the facts of Google’s actions are not in dispute – the Court already found that Google is liable for violations of antitrust law. We believe our case has strong merit based on the court's prior findings.
•Litigation outcomes are inherently uncertain and subject to various risks and factors beyond our control, including potential appeal of the Brinkema order by Google.
•Regardless of the outcome of this litigation, we are confident in the strength of our business, our commitment to innovation and the value we provide to our customers and shareholders.
11. Is PubMatic pursuing this litigation solely to drive growth?
•Not at all. We believe the platform we’ve built – one that gives buyers and publishers choice and independence – uniquely positions us to meet the needs of today’s digital advertising ecosystem. PubMatic is bringing this litigation based on the merits of the case exclusively.
•It is also important to keep in mind that in addition to seeking to restore a fair and competitive market now and in the future, this complaint aims to seek compensation for the harm caused by Google’s proven anticompetitive behavior that impeded PubMatic’s ability to grow and compete.
•Even without litigation, PubMatic is positioned for long-term growth – this case seeks to unlock incremental opportunities by removing artificial, anticompetitive barriers.
12.What does this mean for PubMatic’s relationship with Google going forward? Will customers continue to have access to Google’s demand through PubMatic? Are you worried about retaliation from Google?
•PubMatic maintains its business relationship with Google as a demand partner and views this legal action as completely separate from this day-to-day relationship.
•We expect that Google demand, including from DV360 and GAM, will continue to flow through our pipes uninterrupted and expect no impact to publisher integrations that leverage Google’s ad server.
•We recognize that this litigation creates the potential for Google to retaliate against PubMatic. However, we do not believe Google will take further anticompetitive actions in this context. The fact that PubMatic is bringing the litigation despite this potential speaks to the strength of PubMatic’s case and the import of the litigation.
13.Is your lawsuit or damages claims precluded by the statute of limitations, given the timing of some of Google’s actions?
•Applying the statute of limitations will ultimately be a decision for the court, but we do not believe our damages claims are precluded by the statute of limitations. There is a section in our complaint that addresses this directly.
•The general statute of limitations for federal antitrust claims is four years. That said, if the U.S. government files a related antitrust suit, that statute of limitations is paused. Because the U.S. government filed its related suit in January 2023, our complaint argues that we are entitled to seek damages related to Google’s bad acts going back to at least January 2019.
•In addition, courts may further pause statutes of limitations in circumstances where the bad actor has fraudulently concealed its bad acts. We have alleged such circumstances here, which we believe will allow us to seek damages for additional bad acts dating well before January 2019.
14.How will your lawsuit be impacted if Google appeals the Court’s ruling from earlier this year?
•There is a possibility that our case could be stayed (which effectively means 'paused' in legal-speak) pending full resolution of the DOJ case, including any appeals.
•Additionally, as our case seeks to rely on rulings from the prior case, any successful appeal that overturned those rulings could negatively impact our case.
15.How could Judge Mehta’s ruling on remedies in the Google search trial impact your complaint?
•Judge Mehta, in his ruling, indicated that the remedies in the Google search trial should not continue to harm or increase the harm that Google has already brought on third parties.
•Our litigation is aligned with that indication from Judge Mehta.
Forward-Looking Statements
Certain statements in these Frequently Asked Questions are or may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s action against Google, the purpose and reason for the action, any anticipated damages related to the action, the costs to the Company related to the action, the outcome of the action, the risks placed upon the Company in connection with the action, and the timing of the action. Forward-looking statements can generally be identified
by words such as “anticipate,” “believe,” “could,” “develop,” “expect,” “opportunity,” “pursue,” “seek,” “will,” and similar expressions. These statements are based on management’s current views and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements, including the uncertainty of the outcome of the action against Google and any damages or amounts received in connection with the action, if any, and the uncertainty of the costs associated with and timing of litigation, in general. For a discussion of some of the additional risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in the Company’s Annual Report on Form 10-K, our quarterly reports on Form 10-Q, the Company’s Current Report on Form 8-K filed September 8, 2025, and our other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. There is no guarantee that any of the events anticipated by the Company’s forward-looking statements will occur. Except to the extent required by law, the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
As of September 8, 2025
Good morning,
This morning, PubMatic filed a lawsuit against Google to seek damages for the harm caused by Google’s years-long anticompetitive behavior. This action follows the Court’s April 2025 ruling in United States v. Google, which found that Google willfully acquired and maintained monopolies in the publisher ad server and ad exchange markets through a series of anticompetitive acts.
The complaint seeks to recover significant damages for the harm caused to our business. Our complaint states that the scale of the financial harm is substantial and our expectation that PubMatic’s awardable damages, once trebled pursuant to relevant antitrust laws, could reach into the billions of dollars.
Please find the Company’s press release here. You can also find further information at pubmaticvgoogle.com, including a blog post from co-founder and CEO, Rajeev Goel and a copy of the full complaint.
Included below are some key points:
•There are two distinct upsides for PubMatic as it relates to the court finding against Google: one is what our market share might move to once the remedies are in place and the second relates to today’s legal action that is seeking damages for prior harms from Google’s illegal monopolies and related anticompetitive behavior.
•Today’s lawsuit follows the April 2025 U.S. District Court ruling, which found that Google unlawfully acted as a monopolist and engaged in a series of anticompetitive acts that deprived rivals – including PubMatic – of the ability to compete.
•The lawsuit seeks both recovery from Google for past and future damages and future injunctive relief, critically setting the stage for a future of digital advertising characterized by fair competition, transparency, and even more innovation.
•Judge Brinkema of the U.S. District Court of the Eastern District of Virginia found that Google’s anticompetitive actions were wide-ranging, spanned years, and took many different forms. It is our belief now that these individual and cumulative actions severely depressed PubMatic’s revenues and undermined the company’s ability to reach its full potential compared to a fair and competitive market. In her landmark decision, Judge Brinkema found that Google:
oWillfully acquired and maintained monopoly power in both the open-web display publisher ad market and the open-web display ad exchange market.
oUnlawfully tied its ad exchange to its publisher ad server and required publishers to use the ad server in order to access AdX and its demand.
oImplemented anticompetitive practices such as “First Look”, “Last Look”, and “Unified Pricing Rules,” which provided Google with material advantages in data and capabilities that made it nearly impossible to compete for revenues on level terms.
•The fact that PubMatic has had success competing on such a tilted playing field is a testament to our team’s hard work, ingenuity, and expertise in the ad tech space. But PubMatic would be a far more successful company in a truly competitive and fair environment.
Forward-Looking Statements
Certain statements in this communication are or may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s action against Google, the purpose and reason for the action, any anticipated damages related to the action, the costs to the Company related to the action, the outcome of the action, the risks placed upon the Company in connection with the action, and the timing of the action. Forward-looking statements can generally be identified by words such as “anticipate,” “believe,” “could,” “develop,” “expect,” “opportunity,” “pursue,” “seek,” “will,” and similar expressions. These statements are based on management’s current views and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements, including the uncertainty of the outcome of the action against Google and any damages or amounts received in connection with the action, if any, and the uncertainty of the costs associated with and timing of litigation, in general. For a discussion of some of the additional risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in the Company’s Annual Report on Form 10-K, our quarterly reports on Form 10-Q, the Company’s Current Report on Form 8-K filed September 8, 2025, and our other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. There is no guarantee that any of the events anticipated by the Company’s forward-looking statements will occur. Except to the extent required by law, the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.