[Form 4] HUBSPOT, INC. Insider Trading Activity

Rhea-AI Filing Summary

Dharmesh Shah, HubSpot Inc. Chief Technology Officer and director, reported a withholding of 225 shares of HubSpot common stock on 09/02/2025 to cover taxes related to the settlement of restricted stock units at a reported price of $471.54 per share. After that transaction, Mr. Shah directly beneficially owns 1,293,058 shares. He also holds an indirect interest in 16,000 shares through the Polaris I Trust and 11,000 shares through the Polaris II Trust, for which he serves as trustee and disclaims beneficial ownership beyond his pecuniary interest.

Positive

• Substantial direct ownership retained: Mr. Shah continues to directly own 1,293,058 shares, indicating ongoing alignment with shareholders.
• Transparent disclosure of trust holdings: The Form 4 discloses 16,000 and 11,000 shares held via Polaris I and II Trusts with appropriate disclaimers.

Negative

• Small disposition due to tax withholding: 225 shares were disposed of to cover taxes upon RSU settlement, representing a minor reduction in holdings.

Insights

Securities Analyst

TL;DR: Insider tax-withholding after RSU settlement; large direct stake remains largely unchanged.

The Form 4 shows a routine tax-withholding disposition of 225 shares tied to RSU settlement on 09/02/2025 at $471.54 per share. Such withholdings are administrative and typically not a signal of intent to liquidate strategic holdings. Mr. Shah still holds a substantial direct position of 1,293,058 shares, plus indirect trust interests of 16,000 and 11,000 shares. For investors, the transaction is procedural and not materially dilutive or indicative of a change in insider alignment.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 rules; trusts create limited indirect exposure.

The filing properly discloses both direct and indirect holdings and includes the standard disclaimers regarding the Polaris trusts, where Mr. Shah is trustee but disclaims beneficial ownership beyond pecuniary interest. The signature by an attorney-in-fact is shown, and the explanations clarify the nature of the withheld shares. This is a routine, compliant disclosure with no material governance concerns disclosed.

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
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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)
09/02/2025

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	09/02/2025		F(1)		225	D	$471.54	1,293,058	D
Common Stock								16,000	I	See Footnote.(2)
Common Stock								11,000	I	See Footnote.(3)

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. 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.

3. 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	09/04/2025
	** 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 transaction did Dharmesh Shah report on Form 4 for HUBS?

The filing reports a tax-withholding disposition of 225 shares on 09/02/2025 related to settlement of restricted stock units at $471.54 per share.

How many HubSpot shares does Dharmesh Shah own after the reported transaction?

After the transaction, Mr. Shah directly beneficially owns 1,293,058 shares of HubSpot common stock.

Does Dharmesh Shah have indirect holdings in HUBS?

Yes. The Form 4 discloses indirect holdings of 16,000 shares in the Polaris I Trust and 11,000 shares in the Polaris II Trust, for which he serves as trustee.

Why were 225 shares disposed of according to the filing?

The filing states the 225 shares were withheld by the issuer to cover taxes associated with the settlement of restricted stock units.

Who signed the Form 4 filing?

The report is signed by Joseph Theis, attorney-in-fact on 09/04/2025 and includes the reporting person signature block.