HubSpot (NYSE: HUBS) CTO Dharmesh Shah reports insider stock moves on Form 4

Rhea-AI Filing Summary

HubSpot Inc. director and Chief Technology Officer Dharmesh Shah reported insider stock transactions dated 12/12/2025. He exercised a stock option to acquire 19,990 shares of common stock at $40.59 per share, increasing his direct holdings to 1,290,144 shares. On the same date, he donated 15,464 shares of common stock to the Humani Foundation as a gift, leaving him with 1,274,680 shares held directly. He also reports indirect ownership of 16,000 shares held by the Polaris I Trust and 11,000 shares held by the Polaris II Trust, where he serves as trustee and disclaims beneficial ownership beyond his pecuniary interest.

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^*

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)
12/12/2025

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	12/12/2025		M		19,990	A	$40.59	1,290,144	D
Common Stock	12/12/2025		G		15,464(1)	D	$0	1,274,680	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
Stock Option (right to buy)	$40.59	12/12/2025		M			19,990	(4)	01/29/2026	Common Stock	19,990	$0.00	0	D

Explanation of Responses:

1. Represents shares of the Issuer's common stock donated as a gift by the reporting person to the Humani Foundation, a charitable foundation. The reporting person is deemed to have voting and investment power over the shares of the Issuer's common stock held by the Humani Foundation, but has no pecuniary interest in these shares.

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.

4. This stock option is fully vested.

	/s/ Joseph Theis, attorney-in-fact	12/16/2025
	** 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 stock transactions did HubSpot (HUBS) report for Dharmesh Shah?

The report shows that Dharmesh Shah, HubSpot's director and Chief Technology Officer, exercised a stock option for 19,990 shares of common stock and made a separate stock gift on 12/12/2025.

How many HubSpot shares did Dharmesh Shah acquire through option exercise and at what price?

Dharmesh Shah exercised a stock option (right to buy) for 19,990 shares of HubSpot common stock at an exercise price of $40.59 per share, and the underlying option position was reduced to 0 derivative securities afterward.

What charitable gift of HubSpot (HUBS) shares was disclosed in this filing?

The filing reports that 15,464 shares of HubSpot common stock were donated as a gift to the Humani Foundation. The reporting person is deemed to have voting and investment power over these shares but has no pecuniary interest in them.

What is Dharmesh Shah's direct HubSpot share ownership after these transactions?

After the reported option exercise and subsequent gift, Dharmesh Shah directly owns 1,274,680 shares of HubSpot common stock.

What indirect HubSpot share holdings does Dharmesh Shah report?

He reports 16,000 shares held by the Polaris I Trust and 11,000 shares held by the Polaris II Trust, where he serves as trustee and disclaims beneficial ownership of these securities in excess of his pecuniary interest.