HubSpot (HUBS) CEO logs PSU vesting and tax-share withholding

Rhea-AI Filing Summary

HubSpot CEO Yamini Rangan reported equity compensation activity tied to performance-based awards. On February 12, 2026, she acquired 13,209 shares of common stock at $0 upon vesting of previously granted performance stock units after the Compensation Committee certified 2025 financial results. To cover taxes on this settlement, 2,265 shares were withheld by HubSpot at $228.95 per share, leaving her with 62,829 directly held shares. An additional 8,170 shares are held indirectly through the KK 2024 GRAT, for which she serves as trustee.

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
Estimated average burden
hours per response:			0.5

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^*

Rangan Yamini

(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 Executive Officer & Pres

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		13,209(1)	A	$0	65,157	D
Common Stock	02/12/2026		F		2,265(2)	D	$228.95	62,829	D
Common Stock								8,170	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. 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.

3. Shares held by the KK 2024 GRAT Grantor Retained Annuity Trust dated March 1, 2024 for which the Reporting Person is the trustee.

	/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.
* 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) CEO Yamini Rangan report?

HubSpot CEO Yamini Rangan reported the vesting of 13,209 performance-based shares on February 12, 2026. These shares came from previously granted performance stock units that vested after 2025 financial results were certified by the Compensation Committee.

How many HubSpot (HUBS) shares were used to cover CEO tax obligations?

To cover taxes from the performance stock unit settlement, 2,265 HubSpot shares were withheld at a price of $228.95 per share. This tax-withholding disposition reduced Yamini Rangan’s directly held shares after the vesting transaction.

How many HubSpot (HUBS) shares does the CEO hold after these transactions?

After the reported Form 4 transactions, Yamini Rangan directly holds 62,829 HubSpot common shares. In addition, 8,170 shares are held indirectly through the KK 2024 GRAT, a grantor retained annuity trust for which she serves as trustee.

What are the terms of the HubSpot (HUBS) performance stock units mentioned?

The performance-based restricted stock units were granted on March 3, 2025. One-third vested after 2025 financial performance was certified on February 12, 2026, and the remaining two-thirds vest in eight equal quarterly installments over the next two years, subject to continued employment.

Under which plan were the HubSpot (HUBS) PSUs to the CEO awarded?

The performance-based restricted stock units to HubSpot CEO Yamini Rangan were awarded under HubSpot’s 2024 Stock Option and Incentive Plan, as amended. This plan governs the terms, vesting schedule, and continued employment conditions for the equity awards.

How are the indirectly held HubSpot (HUBS) shares controlled for the CEO?

The 8,170 indirectly held HubSpot shares are owned by the KK 2024 GRAT Grantor Retained Annuity Trust dated March 1, 2024. Yamini Rangan is the trustee of this trust, which is why the shares are reported as indirectly owned on the Form 4.