Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer
On November 12, 2026, HubSpot, Inc. (the “Company”) announced that Yamini Rangan has stepped down as President and Chief Executive Officer (“CEO”) and has resigned as a member of the Company’s Board of Directors (the “Board”) effective as of November 12, 2026 (the “Effective Date”). Ms. Rangan will remain an employee until December 1, 2026, to ensure a smooth transition. In connection therewith, the Board reduced the authorized number of directors from eleven to ten, effective as of the Effective Date. On November 12, 2026, the Board appointed Brian Halligan, the Company’s co-founder and a member of the Board, as President and CEO of the Company, effective as of the Effective Date. Mr. Halligan will continue to serve as a member of the Board.
Mr. Halligan, 59, co-founded the Company in 2005 and has served as a director since its founding. He previously served as the Company’s Chief Executive Officer from 2005 until September 2021. Mr. Halligan also served as Executive Chairperson of the Board from September 2021 to May 2025. Prior to founding the Company, Mr. Halligan worked as the vice president of sales of Groove Networks, which was later acquired by Microsoft Corporation, and prior to that, as the vice president of sales at PTC Inc. Mr. Halligan served on the board of directors of Fleetmatics Group, a global provider of fleet management solutions, until its acquisition by Verizon Communications Inc. in November 2016. In October 2022, he co-founded Propeller Ventures, a climate-focused tech venture capital firm. Mr. Halligan has also served as a senior advisor for Sequoia Capital Operations, LLC, a venture capital firm, since May 2024.
The Company has not yet finalized Mr. Halligan’s compensatory arrangements in connection with his appointment as CEO. The Company will disclose the material terms of such arrangements by amendment to this Current Report on Form 8-K after they have been determined and approved. Mr. Halligan has entered into the Company’s standard form of indemnification agreement for its directors and officers, and will be eligible to participate in the benefit programs generally available to senior executives of the Company.
Except for the arrangements described in this Current Report on Form 8-K, there are no existing or currently proposed transactions, arrangements or understandings between Mr. Halligan and the Company or any other persons pursuant to which he was appointed as President and CEO. There are no family relationships among any of the Company’s directors or executive officers and Mr. Halligan. Mr. Halligan is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In addition, on November 12, 2026, the Company and Ms. Rangan entered into an Executive Separation Agreement and General Release of Claims (the “Separation Agreement”). Pursuant to the Separation Agreement, and subject to Ms. Rangan’s execution and non-revocation of a general release of claims and continued compliance with her restrictive covenant obligations, Ms. Rangan will receive the severance benefits provided to her under the terms and conditions of the Company’s Executive Severance Plan, as amended (the “Executive Severance Plan”). The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Appointment of Chief Financial Officer
On November 12, 2026, Kate Bueker, the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer (collectively, the “CFO”) of the Company, notified the Company of her decision to retire as CFO, effective as of February 11, 2027 (the “Transition Date”). Ms. Bueker’s decision to retire is not the result of any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies or practices.
On November 12, 2026, the Company announced that Karen Burgess, 49, has been appointed to succeed Ms. Bueker as CFO, effective as of the Transition Date. Ms. Burgess will begin employment on November 30, 2026, and from that date until the Transition Date, Ms. Burgess will serve as Executive Vice President, Finance (CFO Designate), reporting to the CEO. Ms. Burgess has served in several roles at Adobe, Inc. (NASDAQ: ADBE) since May 2002, where she most recently served as Senior Vice President and Chief Financial Officer of the Creativity & Productivity business unit since December 2023, as Chief Financial Officer and Vice President of the Digital Media Business Unit from December 2022 to December 2023, and as Vice President, Corporate Finance from August 2021 to April 2023. Ms. Burgess holds a Bachelor of Commerce degree from Dalhousie University.
In connection with her appointment, Ms. Burgess will be a full-time employee of the Company and will receive an annual base salary of $535,000. Ms. Burgess will also be granted a one-time cash signing bonus of $500,000. Ms. Burgess will be eligible to participate in the Company’s Amended and Restated Cash Incentive Bonus Plan (the “Bonus Plan”) beginning in fiscal year 2026, prorated based on her start date. Her target bonus under the Bonus Plan will be 75% of her base salary, assuming 100% attainment of Company performance. In addition, Ms. Burgess will be eligible to
