HubSpot (HUBS) CTO Dharmesh Shah granted 8,717 RSUs, reports tax share withholding

Rhea-AI Filing Summary

HubSpot Inc.'s Chief Technology Officer Dharmesh Shah reported routine equity compensation and related share withholding. He received a grant of 8,717 shares of common stock as a restricted stock unit award under the company’s 2024 Stock Option and Incentive Plan, at a stated price of $0.00 per share.

The award vests over three years beginning on March 1, 2026, with 8.33% of the units vesting every three months. In connection with restricted stock unit settlement, 155 shares were withheld by the issuer at $263.60 per share to cover associated tax obligations, a tax-withholding disposition rather than an open-market sale.

After these direct transactions, Shah reported 1,285,781 shares of common stock held directly. He also reported 11,000 shares held by the Polaris I Trust and 16,000 shares held by the Polaris II Trust, both where he serves as trustee and disclaims beneficial ownership beyond his pecuniary interest.

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

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

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)
03/02/2026

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	03/02/2026		F(1)		155	D	$263.6	1,277,064	D
Common Stock	03/02/2026		A		8,717(2)	A	$0	1,285,781	D
Common Stock								16,000	I	See Footnote.(3)
Common Stock								11,000	I	See Footnote.(4)

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. Shares withheld by Issuer to cover taxes associated with settlement of restricted stock units.

2. These shares were acquired pursuant to a restricted stock unit award under the Company's 2024 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. The restricted stock units will vest over 3 years beginning on March 1, 2026, at a rate of 8.33% vesting every three months.

3. 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.

4. 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	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What equity award did HubSpot (HUBS) CTO Dharmesh Shah receive in this Form 4?

Dharmesh Shah received a grant of 8,717 restricted stock units of HubSpot common stock. The award was granted under the 2024 Stock Option and Incentive Plan, with each unit representing a contingent right to one share of common stock upon vesting.

How do Dharmesh Shah’s new HubSpot (HUBS) restricted stock units vest?

The 8,717 restricted stock units start vesting on March 1, 2026. They vest over three years, with 8.33% of the units vesting every three months, providing a gradual delivery of shares tied to continued service over the vesting period.

What was the tax-related share disposition reported by Dharmesh Shah in HubSpot’s Form 4?

The filing shows a disposition of 155 shares of HubSpot common stock at $263.60 per share. According to the footnote, these shares were withheld by the issuer to cover taxes related to the settlement of restricted stock units, not sold on the open market.

How many HubSpot (HUBS) shares does Dharmesh Shah hold directly after these transactions?

Following the reported award and tax withholding, Dharmesh Shah reported 1,285,781 shares of HubSpot common stock held directly. This figure reflects his direct ownership position after the grant/award acquisition and the related tax-withholding share disposition.

What are the Polaris I and Polaris II Trust holdings disclosed in the HubSpot (HUBS) Form 4?

The Form 4 reports 11,000 shares held by the Polaris I Trust and 16,000 shares held by the Polaris II Trust. Dharmesh Shah serves as trustee and disclaims beneficial ownership of these securities beyond his pecuniary interest, as stated in the footnotes.

Is the share disposition in Dharmesh Shah’s HubSpot (HUBS) Form 4 an open-market sale?

No. The 155-share disposition is identified with code “F” and described as shares withheld by the issuer to cover taxes on restricted stock unit settlement. This represents a tax-withholding mechanism, not an open-market sale of stock by Shah.