Small HubSpot (HUBS) insider tax withholding as Halligan retains large stake

Rhea-AI Filing Summary

HubSpot Inc. director Brian Halligan reported routine share movements tied to equity compensation and indirect holdings. The filing shows 371 shares of common stock were withheld by the company at $187.72 per share to cover taxes on the settlement of restricted stock units, leaving Halligan with 354,183 shares held directly. A separate entry reflects 93,500 shares held indirectly through Wolf Investors, LLC, whose sole member is a trust for which Halligan is the settlor; he disclaims beneficial ownership of those indirect shares except for any pecuniary interest.

Insights

Equity compensation and insider-transactions analyst

Routine tax withholding and disclosed indirect holdings; minimal signal for investors.

The filing shows a code F transaction where 371 shares of HubSpot common stock were withheld at $187.72 per share to satisfy tax obligations on restricted stock unit settlement. This is a non-market, mechanistic event rather than an open-market sale.

Following this withholding, Brian Halligan directly holds 354,183 shares, indicating the transaction affected only a small portion of his position. An additional 93,500 shares are held indirectly via Wolf Investors, LLC, with a trust as sole member, and Halligan expressly disclaims beneficial ownership except for any pecuniary interest. Overall, the activity appears routine and does not materially change insider exposure.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Halligan Brian

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	371	$187.72	$70K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 354,183 shares (Direct, null); Common Stock — 93,500 shares (Indirect, See footnote)

Footnotes (1)

1. Shares withheld by Issuer to cover taxes associated with settlement of restricted stock units. Shares held by Wolf Investors, LLC (the "LLC"). The manager of the LLC is Paul Karger, and the sole member is the Brian P. Halligan 2026 New Hampshire Trust u/a/d February 19, 2026, of which the reporting person is the settlor. The reporting person disclaims beneficial ownership of these securities except to the extent, if any, of his pecuniary interest therein, and nothing contained in this report shall be 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: 371 shares Withholding price: $187.72 per share Direct holdings after transaction: 354,183 shares +2 more

5 metrics

Tax-withheld shares 371 shares Shares withheld to cover RSU-related taxes

Withholding price $187.72 per share Price used for 371 tax-withheld shares

Direct holdings after transaction 354,183 shares Common stock held directly after tax withholding

Indirectly held shares 93,500 shares Common stock held via Wolf Investors, LLC

Tax withholding count 1 transaction Single code F tax-withholding disposition

Key Terms

restricted stock units, tax-withholding disposition, pecuniary interest, 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.

pecuniary interest financial

"disclaims beneficial ownership of these securities except to the extent, if any, of his pecuniary interest therein"

beneficial ownership financial

"nothing contained in this report shall be an admission that the reporting person is the beneficial owner of these securities"

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

"for purposes of Section 16 or for any other purpose."

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:34 PM Accepted by SEC EDGAR 07/02/2026 - 04:33 PM Learn about SEC filing dates

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^*

Halligan Brian

(Last) (First) (Middle)

C/O HUBSPOT, INC.

2 CANAL PARK

(Street)

CAMBRIDGE MASSACHUSETTS 02141

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		F(1)		371	D	$187.72	354,183	D
Common Stock								93,500	I	See footnote(2)

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 Wolf Investors, LLC (the "LLC"). The manager of the LLC is Paul Karger, and the sole member is the Brian P. Halligan 2026 New Hampshire Trust u/a/d February 19, 2026, of which the reporting person is the settlor. The reporting person disclaims beneficial ownership of these securities except to the extent, if any, of his pecuniary interest therein, and nothing contained in this report shall be an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Melissa Peterson, attorney-in-fact	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Brian Halligan report for HubSpot (HUBS)?

Brian Halligan reported that 371 HubSpot common shares were withheld at $187.72 per share to cover taxes on restricted stock unit settlement. This code F tax-withholding disposition is a routine equity-compensation event rather than an open-market purchase or sale.

How many HubSpot shares does Brian Halligan hold after this Form 4 filing?

After the reported tax withholding, Brian Halligan directly holds 354,183 HubSpot common shares. The filing also notes 93,500 shares held indirectly through Wolf Investors, LLC, associated with a New Hampshire trust, with Halligan disclaiming beneficial ownership except for any pecuniary interest.

Was the HubSpot (HUBS) insider transaction an open-market sale?

No, the HubSpot insider transaction was not an open-market sale. The filing shows a code F event where 371 shares were withheld by the issuer to pay taxes on restricted stock units, which is a non-market, compensation-related disposition rather than a discretionary sale.

What does the indirect ownership in Wolf Investors, LLC mean for HubSpot shares?

The filing reports 93,500 HubSpot shares held by Wolf Investors, LLC, whose sole member is a trust linked to Brian Halligan. He disclaims beneficial ownership of these shares except for any pecuniary interest, indicating limited direct control despite the association.

Does this HubSpot Form 4 suggest a major change in insider ownership?

The Form 4 does not suggest a major change in insider ownership. Only 371 shares were withheld for taxes on restricted stock units, while Halligan retains 354,183 shares directly and has an associated indirect position, leaving his overall exposure largely intact.