HubSpot (HUBS) CTO Dharmesh Shah has 577 shares withheld for RSU taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
HubSpot Inc.'s Chief Technology Officer and director Dharmesh Shah reported a routine tax-related share disposition. On 2026-06-01, 577 shares of common stock were withheld by the company at $262.20 per share to cover taxes on settling restricted stock units. After this withholding, Shah directly held 1,294,823 shares of common stock. Separate indirect holdings include 11,000 shares held by the Polaris I Trust and 16,000 shares held by the Polaris II Trust, where Shah serves as trustee and disclaims beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Routine tax withholding with large remaining direct stake.
The filing shows Dharmesh Shah had 577 shares of HubSpot common stock withheld at $262.20 per share to satisfy taxes on restricted stock unit settlement. This is coded as an F transaction, a non-market tax-withholding disposition rather than an open-market sale.
Following the transaction, Shah directly holds 1,294,823 shares, indicating the withheld amount is small relative to his overall position. Additional shares are held indirectly via the Polaris I and Polaris II Trusts, where he acts as trustee and disclaims beneficial ownership beyond his pecuniary interest.
The absence of open-market purchases or sales and the tax-driven nature of the disposition suggest a routine compensation and tax event, not a signal of a change in sentiment. Future company filings may provide further updates on his equity position as additional awards vest.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Shah Dharmesh
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 577 | $262.20 | $151K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 1,294,823 shares (Direct, null);
Common Stock — 16,000 shares (Indirect, See Footnote.)
Footnotes (1)
- Shares withheld by Issuer to cover taxes associated with settlement of restricted stock units. 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. 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.
Key Figures
Tax-withheld shares: 577 shares
Withholding price: $262.20 per share
Direct holdings after transaction: 1,294,823 shares
+3 more
6 metrics
Tax-withheld shares
577 shares
Withheld to cover RSU-related taxes
Withholding price
$262.20 per share
Value used for the F-code tax-withholding transaction
Direct holdings after transaction
1,294,823 shares
Common stock directly held by Dharmesh Shah after 577-share withholding
Polaris I Trust holdings
11,000 shares
Indirect HubSpot common stock held via Polaris I Trust
Polaris II Trust holdings
16,000 shares
Indirect HubSpot common stock held via Polaris II Trust
Tax-withholding transactions
1 transaction, 577 shares
Summary of F-code tax-withholding activity in this Form 4
Key Terms
restricted stock units, tax-withholding disposition, trustee, beneficial ownership, +1 more
5 terms
restricted stock units financial
"Shares withheld by Issuer to cover taxes associated with settlement of restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
trustee financial
"Shares held by the Polaris I Trust, for which Dharmesh Shah serves as trustee."
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
beneficial ownership financial
"The reporting person disclaims beneficial ownership of these securities in excess of his pecuniary interest therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 16 regulatory
"not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What insider transaction did Dharmesh Shah report in this HubSpot (HUBS) Form 4?
Dharmesh Shah reported a tax-related disposition where 577 HubSpot shares were withheld by the company to cover taxes on restricted stock unit settlement. This F-code transaction is a tax-withholding event, not an open-market sale or purchase.
Does this HubSpot (HUBS) Form 4 show any open-market stock sales or purchases by Dharmesh Shah?
The Form 4 does not show any open-market purchases or sales by Dharmesh Shah. It reports a single F-code transaction for 577 shares withheld to pay taxes on restricted stock units, plus updated direct and indirect share holdings.
What does an F-code transaction mean in this HubSpot (HUBS) Form 4 for Dharmesh Shah?
In this filing, the F-code indicates shares were delivered or withheld to pay tax obligations on equity compensation. For Dharmesh Shah, 577 shares were withheld by HubSpot to satisfy taxes owed upon restricted stock unit settlement.