HubSpot (HUBS) CTO Dharmesh Shah files Form 4 on RSU tax shares

Rhea-AI Filing Summary

HubSpot, Inc. Chief Technology Officer and director Dharmesh Shah reported a routine share withholding related to equity compensation. On 01/02/2026, 440 shares of HubSpot common stock were disposed of at a price of $382.23 per share under transaction code F, which indicates shares withheld by the company to cover taxes on restricted stock unit settlement.

After this tax withholding, Shah beneficially owns 1,274,240 HubSpot common shares directly. In addition, 16,000 shares are held by the Polaris I Trust and 11,000 shares are held by the Polaris II Trust, for which he serves as trustee. Shah disclaims beneficial ownership of the trust-held shares beyond his economic interest in them.

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)
01/02/2026

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	01/02/2026		F(1)		440	D	$382.23	1,274,240	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	01/06/2026
	** 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.
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FAQ

What insider transaction did HubSpot (HUBS) report for Dharmesh Shah?

Dharmesh Shah reported a disposition of 440 HubSpot common shares on 01/02/2026 under transaction code F, reflecting shares withheld by the company to cover taxes on restricted stock unit settlement.

How many HubSpot (HUBS) shares does Dharmesh Shah own after this Form 4 transaction?

After the reported transaction, Dharmesh Shah beneficially owns 1,274,240 HubSpot common shares directly, plus additional shares held indirectly through the Polaris I and Polaris II trusts.

What does transaction code F mean in this HubSpot (HUBS) Form 4?

In this filing, transaction code F indicates that 440 shares were withheld by HubSpot to cover taxes associated with the settlement of restricted stock units, rather than being an open market sale.

How many HubSpot (HUBS) shares are held in trusts associated with Dharmesh Shah?

The filing shows 16,000 shares held by the Polaris I Trust and 11,000 shares held by the Polaris II Trust. Dharmesh Shah serves as trustee and disclaims beneficial ownership beyond his pecuniary interest.

What is Dharmesh Shah’s role at HubSpot (HUBS)?

Dharmesh Shah is reported as both a director and an officer of HubSpot, serving as the company’s Chief Technology Officer.

Was the HubSpot (HUBS) insider transaction filed by a single reporting person?

Yes. The Form 4 indicates it was filed by one reporting person, covering transactions and holdings for Dharmesh Shah only.