HubSpot (HUBS) CFO reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

HubSpot Chief Financial Officer Kathryn Bueker reported equity compensation activity involving company common stock. On February 12, 2026, she acquired 5,943 shares at $0 as performance-based restricted stock units vested under HubSpot’s 2024 Stock Option and Incentive Plan.

The filing also shows a disposition of 958 shares at $228.95, which were withheld by HubSpot to cover taxes related to the PSU settlement. After these transactions, Bueker directly owned 42,646 shares of HubSpot common stock.

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^*

Bueker Kathryn

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		5,943(1)	A	$0	43,604	D
Common Stock	02/12/2026		F		958(2)	D	$228.95	42,646	D

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. Represents shares underlying performance-based restricted stock units ("PSUs") granted on March 3, 2025. One-third of the PSUs vested following the Compensation Committee's certification on February 12, 2026 of applicable financial performance results for the fiscal year ended December 31, 2025. The remaining two-thirds of these PSUs vest in eight equal quarterly installments over the next two years, subject to the Reporting Person's continued employment with the Issuer on each such vesting date. The PSUs were awarded under the Issuer's 2024 Stock Option and Incentive Plan, as amended.

2. Shares withheld by Issuer to cover taxes associated with settlement of PSUs.

	/s/ Joseph Theis, attorney-in-fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did HubSpot (HUBS) CFO Kathryn Bueker report?

Kathryn Bueker reported vesting of performance-based restricted stock units, acquiring 5,943 HubSpot common shares at $0. These shares came from PSUs granted March 3, 2025, which vested after the compensation committee certified 2025 financial performance on February 12, 2026.

Why were 958 HubSpot (HUBS) shares disposed of in the Form 4 filing?

The 958 HubSpot shares were withheld by the company to cover taxes due on the settlement of performance-based restricted stock units. This tax-withholding disposition is shown with transaction code F and is not an open-market sale by Kathryn Bueker.

How many HubSpot (HUBS) shares does CFO Kathryn Bueker own after the reported transactions?

After the reported Form 4 transactions, Kathryn Bueker directly owned 42,646 shares of HubSpot common stock. This reflects both the 5,943-share PSU-related acquisition and the 958-share tax-withholding disposition recorded on February 12, 2026.

What are the terms of the HubSpot (HUBS) PSUs reported in this Form 4?

The performance-based restricted stock units were granted March 3, 2025. One-third vested following certification of 2025 financial results, and the remaining two-thirds vest in eight equal quarterly installments over two years, contingent on Kathryn Bueker’s continued employment.

Under which plan were the HubSpot (HUBS) PSUs to Kathryn Bueker granted?

The PSUs reported in the Form 4 were granted under HubSpot’s 2024 Stock Option and Incentive Plan, as amended. This plan governs the performance-based equity awards, including the vesting conditions tied to the company’s financial performance and continued employment.