[Form 4] HUBSPOT, INC. Insider Trading Activity

Rhea-AI Filing Summary

Dharmesh Shah, HubSpot Chief Technology Officer and director, reported multiple sales of HubSpot common stock under a 10b5-1 trading plan adopted May 13, 2025. Between September 8-9, 2025 he sold a total of 22,000 shares in several transactions at weighted-average prices ranging roughly from $500.00 to $504.06. Following the reported dispositions his direct beneficial ownership of common stock is reported around 1,271,058 shares (various line items show totals near 1.27 million). He also reports indirect holdings of 16,000 and 11,000 shares held in trusts for which he is trustee, with customary disclaimers of beneficial ownership beyond pecuniary interest. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Sales executed under a 10b5-1 trading plan, indicating pre-arranged, rule-compliant dispositions
• Clear disclosure of weighted-average price ranges and offer to provide per-price transaction details on request

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider sales under a pre-established 10b5-1 plan; total sold equals 22,000 shares, small relative to reported holdings.

These sales were executed pursuant to a 10b5-1 plan, which typically indicates pre-planned dispositions rather than opportunistic trading. The aggregate 22,000-share disposition represents approximately 1.7% of Mr. Shah's reported direct holdings near 1.27 million shares, so the transactions are unlikely to materially affect share supply or signal a major change in insider alignment with shareholders. The Form 4 properly discloses weighted-average prices and offers to provide transaction-level detail on request, supporting disclosure quality.

Corporate Governance Expert

TL;DR: Disclosure is compliant and detailed; trades were pre-authorized under a 10b5-1 plan and include trustee-held trusts with disclaimers.

The filer clearly identifies roles (CTO and director), the 10b5-1 adoption date, and provides weighted-average pricing ranges for multiple executions. Indirect holdings via Polaris I and II Trusts are disclosed with standard disclaimers. From a governance perspective, the filing meets Section 16 requirements and includes an attorney-in-fact signature, indicating procedural compliance. No other governance concerns are evident from this Form 4 alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shah Dharmesh

(Last) (First) (Middle)

C/O HUBSPOT, INC.

2 CANAL PARK

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HUBSPOT INC [ HUBS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/08/2025		S(1)		14,971	D	$500.51(2)	1,278,087	D
Common Stock	09/08/2025		S(1)		1,482	D	$501.39(3)	1,276,605	D
Common Stock	09/08/2025		S(1)		800	D	$502.17(4)	1,275,805	D
Common Stock	09/09/2025		S(1)		1,400	D	$500.19(5)	1,274,405	D
Common Stock	09/09/2025		S(1)		1,733	D	$501.57(6)	1,272,672	D
Common Stock	09/09/2025		S(1)		1,006	D	$502.63(7)	1,271,666	D
Common Stock	09/09/2025		S(1)		608	D	$503.25(8)	1,271,058	D
Common Stock								16,000	I	See Footnote.(9)
Common Stock								11,000	I	See Footnote.(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction reported on this Form 4 was effected pursuant to a 10b5-1 trading plan adopted on 5/13/2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $500.00 to $500.99, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $501.00 to $501.88, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $502.00 to $502.39, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $500.00 to $500.97, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $501.02 to $501.99, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $502.06 to $503.02, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $503.07 to $504.06, inclusive. The reporting person undertakes to provide to HubSpot, Inc., any security holder of HubSpot, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (8) herein.

9. Shares held by the Polaris I Trust, for which Dharmesh Shah serves as trustee. The reporting person disclaims beneficial ownership of these securities in excess of his pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

10. Shares held by the Polaris II Trust, for which Dharmesh Shah serves as trustee. The reporting person disclaims beneficial ownership of these securities in excess of his pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

	/s/ Joseph Theis, attorney-in-fact	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did HubSpot (HUBS) insider Dharmesh Shah sell on these Form 4 filings?

Mr. Shah sold a total of 22,000 shares of HubSpot common stock in transactions on September 8-9, 2025.

Were these insider trades pre-planned or discretionary?

Yes. The Form 4 states the transactions were effected pursuant to a 10b5-1 trading plan adopted on May 13, 2025.

At what prices were the shares sold?

The weighted-average reported prices ranged approximately from $500.00 to $504.06, with specific weighted averages noted per transaction.

How many HubSpot shares does Dharmesh Shah beneficially own after these sales?

The filing reports direct beneficial ownership around 1,271,058 shares (individual line items show totals near 1.27 million).

Does Dharmesh Shah hold any shares indirectly?

Yes. The filing reports 16,000 shares held by the Polaris I Trust and 11,000 shares held by the Polaris II Trust, for which he serves as trustee.