Dharmesh Shah (HUBS) reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

HubSpot, Inc. Chief Technology Officer and director Dharmesh Shah reported equity compensation activity involving company common stock. On February 12, 2026, he acquired 3,302 shares at $0 per share through the vesting of previously granted performance-based restricted stock units.

On the same date, 323 shares were withheld by HubSpot at $228.95 per share to cover taxes associated with the PSU settlement, reducing his directly held shares to 1,277,219. Additional shares are held indirectly through the Polaris I Trust (16,000 shares) and Polaris II Trust (11,000 shares), for which he serves as trustee and disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Shah Dharmesh

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,302	$0.00	--
Tax Withholding	Common Stock	323	$228.95	$74K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,277,542 shares (Direct); Common Stock — 16,000 shares (Indirect, See Footnote.)

Footnotes (1)

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. Shares withheld by Issuer to cover taxes associated with settlement of PSUs. 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. 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

Form 4 Insider Transactions: What Each Field Means →

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)
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		3,302(1)	A	$0	1,277,542	D
Common Stock	02/12/2026		F		323(2)	D	$228.95	1,277,219	D
Common Stock								16,000	I	See Footnote.(3)
Common Stock								11,000	I	See Footnote.(4)

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.

3. 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.

4. 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	02/17/2026
	** 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 HUBS Chief Technology Officer Dharmesh Shah report?

Dharmesh Shah reported equity compensation activity involving HubSpot common stock. On February 12, 2026, 3,302 shares were acquired at $0 per share from vesting performance-based restricted stock units, with a portion of shares simultaneously withheld to satisfy related tax obligations.

How many HUBS shares did Dharmesh Shah acquire and at what price?

He acquired 3,302 shares of HubSpot common stock at $0 per share. These shares came from vesting performance-based restricted stock units that were originally granted on March 3, 2025, under HubSpot’s 2024 Stock Option and Incentive Plan, as amended.

Why were 323 HUBS shares withheld from Dharmesh Shah’s Form 4 transaction?

HubSpot withheld 323 shares of common stock from Dharmesh Shah at $228.95 per share. These shares were retained by the company to cover taxes associated with the settlement of his performance-based restricted stock units vesting on February 12, 2026.

How many HUBS shares does Dharmesh Shah hold directly after the reported transactions?

Following the February 12, 2026 transactions, Dharmesh Shah held 1,277,219 HubSpot common shares directly. This figure reflects both the 3,302-share PSU vesting and the 323 shares withheld by the company to satisfy the related tax liability.

What indirect HUBS share holdings are associated with Dharmesh Shah’s trusts?

Two trusts associated with Dharmesh Shah report HubSpot holdings: Polaris I Trust holds 16,000 shares and Polaris II Trust holds 11,000 shares. He serves as trustee and disclaims beneficial ownership of these securities beyond his pecuniary interest in each trust.

How do Dharmesh Shah’s performance-based RSUs in HUBS vest over time?

The performance-based restricted stock units were granted on March 3, 2025. One-third vested after the compensation committee certified 2025 financial performance on February 12, 2026, and the remaining two-thirds vest in eight equal quarterly installments over the following two years.