Brian Halligan of HubSpot (HUBS) reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

HubSpot Inc. director Brian Halligan reported equity compensation activity involving the company’s common stock. On February 12, 2026, he acquired 2,311 shares at $0 per share through the vesting of performance-based restricted stock units granted in March 2025.

On the same date, 226 shares were disposed of at $228.95 per share, with the shares withheld by HubSpot to cover taxes due on the PSU settlement. After these transactions, Halligan directly owned 489,429 shares of HubSpot common stock.

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

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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^*

Halligan Brian

(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
	Officer (give title below)		Other (specify below)

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		2,311(1)	A	$0	489,655	D
Common Stock	02/12/2026		F		226(2)	D	$228.95	489,429	D

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.

	/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.
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FAQ

What insider transactions did HubSpot (HUBS) director Brian Halligan report?

Brian Halligan reported PSU-related equity transactions in HubSpot common stock. He acquired 2,311 shares at $0 from vested performance-based restricted stock units and had 226 shares withheld by HubSpot to pay taxes, both dated February 12, 2026, under its 2024 stock plan.

How many HubSpot (HUBS) shares does Brian Halligan own after this Form 4?

Following the reported transactions, Brian Halligan directly owns 489,429 shares of HubSpot common stock. This balance reflects both the 2,311-share PSU vesting and the 226 shares withheld for taxes related to that vesting, all occurring on February 12, 2026.

What is the nature of the 2,311 HubSpot (HUBS) shares acquired by Brian Halligan?

The 2,311 shares represent performance-based restricted stock units that vested after HubSpot’s Compensation Committee certified financial performance for the 2025 fiscal year. These PSUs were originally granted on March 3, 2025 under HubSpot’s 2024 Stock Option and Incentive Plan, as amended.

Why were 226 HubSpot (HUBS) shares disposed of in Brian Halligan’s Form 4?

The 226 shares were not open-market sales; they were withheld by HubSpot to cover taxes owed on the settlement of performance-based restricted stock units. The transaction is coded “F,” indicating a tax-withholding disposition rather than a discretionary sale into the market.

How do the remaining PSUs for Brian Halligan vest at HubSpot (HUBS)?

After the initial one-third PSU vesting, the remaining two-thirds vest in eight equal quarterly installments over the next two years. Each future vesting is conditioned on Halligan’s continued employment with HubSpot on the applicable vesting dates under the 2024 incentive plan.