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").…
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.
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Item 7.01Item 7.01 - Regulation FD Disclosure
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 8.01Item 8.01 - Other Events
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.
Filed exhibits (2)
EX-99.1 (by filename) ex991-pressrelease.htm
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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 actio…
Open exhibit ↗EX-99.2 (by filename) ex992-investorfaqs.htm
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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 an…
