[Form 4] HUBSPOT INC Insider Trading Activity

Rhea-AI Filing Summary

Dharmesh Shah, HubSpot's Chief Technology Officer and director, reported a small sale of 679 shares of HubSpot common stock on 10/01/2025 at a price of $440.25 per share. The filing explains these shares were withheld by the issuer to cover taxes related to the settlement of restricted stock units. After the reported transaction, Mr. Shah directly beneficially owns 1,270,379 shares. The report also discloses 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, with disclaimers of beneficial ownership beyond his pecuniary interest.

Positive

• Disclosure of tax-withholding sale tied to RSU settlement provides transparency
• Direct holdings of 1,270,379 shares remain after the reported transaction

Negative

• 679-share disposition reduced direct holdings (albeit by a small amount)

Insights

Insider Transaction Analyst

TL;DR: Small, routine tax-withholding sale tied to RSU settlement.

The Form 4 shows a 679-share disposition at $440.25 on 10/01/2025 described as shares withheld to cover taxes from settled restricted stock units.

This type of entry typically reflects compensation-related withholding rather than an intentional liquidity event by the reporting person; the report leaves the larger ownership position intact at 1,270,379 directly held shares.

Corporate Governance Specialist

TL;DR: Disclosure includes trust holdings and ownership disclaimers.

The filing discloses indirect holdings of 16,000 shares in the Polaris I Trust and 11,000 in the Polaris II Trust, with Mr. Shah serving as trustee and disclaiming beneficial ownership beyond pecuniary interest.

That clarification is relevant for ownership calculations under Section 16 and clarifies which shares are directly versus indirectly reported.

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).

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)
10/01/2025

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	10/01/2025		F(1)		679	D	$440.25	1,270,379	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	10/03/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did HubSpot CTO Dharmesh Shah report on Form 4 (HUBS)?

He reported a sale of 679 shares on 10/01/2025 at $440.25 per share, withheld to cover taxes from RSU settlement.

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

The Form 4 shows he directly beneficially owns 1,270,379 shares following the reported transaction.

Are there any indirect holdings disclosed by Dharmesh Shah?

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

Why were the 679 shares sold according to the filing?

The filing states the 679 shares were withheld by the issuer to cover taxes associated with settlement of restricted stock units.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Joseph Theis, attorney-in-fact on behalf of the reporting person on 10/03/2025.