HubSpot (HUBS) CTO Dharmesh Shah reports 225-share RSU tax withholding

Rhea-AI Filing Summary

HubSpot, Inc. director and Chief Technology Officer Dharmesh Shah reported an automatic share disposition related to equity compensation. On 12/01/2025, 225 shares of HubSpot common stock were withheld by the company to cover taxes due on the settlement of restricted stock units, at a reported price of $373.4 per share.

Following this tax-withholding transaction, Shah beneficially owns 1,270,154 HubSpot common shares directly. In addition, 16,000 shares are held through the Polaris I Trust and 11,000 shares through the Polaris II Trust, where he serves as trustee and disclaims beneficial ownership beyond his economic interest. This is a routine Form 4 filing reflecting equity award taxation rather than an open-market sale.

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

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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)
12/01/2025

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	12/01/2025		F(1)		225	D	$373.4	1,270,154	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	12/03/2025
	** 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 insider transaction did HubSpot (HUBS) report for Dharmesh Shah?

Dharmesh Shah, HubSpot's director and Chief Technology Officer, reported a disposition of 225 shares of common stock on 12/01/2025 related to equity compensation.

Why were 225 HubSpot (HUBS) shares disposed of on December 1, 2025?

The 225 shares were withheld by HubSpot to cover taxes associated with the settlement of restricted stock units, as noted in the explanation of responses.

How many HubSpot (HUBS) shares does Dharmesh Shah own after this transaction?

After the reported transaction, Dharmesh Shah beneficially owns 1,270,154 HubSpot common shares directly, plus additional shares held indirectly through two Polaris trusts.

What indirect HubSpot (HUBS) holdings are reported for Dharmesh Shah?

There are 16,000 shares held by the Polaris I Trust and 11,000 shares held by the Polaris II Trust, with Shah serving as trustee and disclaiming beneficial ownership beyond his pecuniary interest.

Was Dharmesh Shah’s HubSpot (HUBS) transaction an open-market sale?

No. The filing states that the shares were withheld by the issuer to cover taxes on restricted stock unit settlement, which differs from a voluntary open-market sale.

What role does Dharmesh Shah hold at HubSpot (HUBS)?

Dharmesh Shah is reported as both a director and an officer of HubSpot, serving as the company’s Chief Technology Officer.