[Form 4] HUBSPOT, INC. Insider Trading Activity

Rhea-AI Filing Summary

HubSpot, Inc. (HUBS) – Form 4 insider filing: Chief Technology Officer and Director Dharmesh Shah reported a Code F transaction on 01 July 2025, indicating 680 common shares were withheld by the company at $557.86 each to satisfy tax obligations related to restricted stock unit (RSU) settlement. No open-market sale occurred. Following the withholding, Shah directly owns 1,293,283 HUBS shares. He also reports indirect ownership of 16,000 shares in Polaris I Trust and 11,000 shares in Polaris II Trust; he disclaims beneficial ownership beyond his pecuniary interest. The filing shows continued substantial equity alignment by a key executive and does not signal any discretionary share sale.

Insights

Corporate Governance Analyst

TL;DR: Routine tax withholding; no discretionary sale; insider maintains 1.3 M shares—neutral governance signal.

The Code F designation means the 680-share disposition was automatic to cover withholding taxes on vested RSUs, not an elective sale. Post-transaction direct ownership equals roughly 1.3 million shares, preserving strong economic alignment with shareholders. Indirect trust holdings are small relative to his direct stake and are fully disclosed. No new options or derivatives were exercised. Overall impact on float, ownership concentration, or governance risk is negligible.

Portfolio Manager

TL;DR: Immaterial share count versus $HUBS float; no investment thesis change.

The 680 shares involved represent less than 0.1% of Shah’s holdings and an even smaller fraction of HubSpot’s 50 M+ share float. Because it was a non-open-market disposition, market liquidity and supply dynamics remain unaffected. Shah’s sizable remaining stake continues to align incentives, a mild positive, but the event is too small to alter valuation models or portfolio weightings. I classify the filing as neutral for trading purposes.

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
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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^*

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)
07/01/2025

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	07/01/2025		F(1)		680	D	$557.86	1,293,283	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

Explanation of Responses:

1. Shares withheld by Issuer to cover taxes associated with settlement of restricted stock units.

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.

	/s/ Joseph Theis, attorney-in-fact	07/03/2025
	** 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).
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FAQ

Why did HubSpot CTO Dharmesh Shah dispose of 680 shares?

The shares were withheld by HubSpot to cover taxes on vested RSUs (Form 4 Code F), not an open-market sale.

How many HubSpot shares does Dharmesh Shah own after this filing?

He directly owns 1,293,283 shares and indirectly holds 27,000 shares through two family trusts.

Does this Form 4 indicate insider selling pressure on HUBS stock?

No. The disposition was automatic for tax withholding; it does not reflect discretionary selling activity.

What is the transaction price recorded on the Form 4?

The shares were valued at $557.86 per share for tax-withholding purposes.

Are there any new derivative securities or option exercises reported?

No derivative securities were acquired or exercised in this filing.