HubSpot CTO reports routine tax share withholding

HUBSPOT INC Chief Technology Officer Dharmesh Shah reported a small tax-related share disposition tied to equity compensation.

Rhea-AI Filing Summary

HUBSPOT INC Chief Technology Officer Dharmesh Shah reported a small tax-related share disposition tied to equity compensation. On settlement of restricted stock units, 381 shares of common stock were withheld by the company at $242.79 per share to cover associated taxes, a non-market, tax-withholding disposition. After this, Shah directly held 1,285,400 HUBSPOT common shares. The filing also shows 16,000 shares held by the Polaris I Trust and 11,000 shares held by the Polaris II Trust, where Shah serves as trustee and disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

Exercise Price or Tax Liability: 381 shares

Exercise Price or Tax Liability 3 txns

Insider Shah Dharmesh

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	381	$242.79	$93K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,285,400 shares (Direct); Common Stock — 27,000 shares (Indirect, See Footnote.)

Footnotes (3)

1. F1. Shares withheld by Issuer to cover taxes associated with settlement of restricted stock units.
2. F2. 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. F3. 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.

Key Figures

Tax-withheld shares: 381 shares Withholding price: $242.79 per share Direct holdings after transaction: 1,285,400 shares +3 more

6 metrics

Tax-withheld shares 381 shares Shares withheld to cover RSU-related taxes

Withholding price $242.79 per share Reported price for 381 tax-withheld shares

Direct holdings after transaction 1,285,400 shares Dharmesh Shah direct HUBSPOT common stock

Polaris I Trust holdings 16,000 shares Indirect HUBSPOT shares held by Polaris I Trust

Polaris II Trust holdings 11,000 shares Indirect HUBSPOT shares held by Polaris II Trust

Tax-withholding share count (summary) 381 shares TaxWithholdingShares in transaction summary

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 in excess of his pecuniary interest therein"

beneficial ownership financial

"the reporting person is the beneficial owner of these securities for purposes of Section 16"

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

"beneficial owner of these securities 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HUBSPOT (HUBS) CTO Dharmesh Shah report?

Dharmesh Shah reported a tax-withholding disposition related to equity compensation. HUBSPOT withheld 381 common shares upon restricted stock unit settlement to cover taxes, rather than Shah selling shares in the open market, making this a routine administrative event.

How many HUBSPOT (HUBS) shares were withheld for taxes in this Form 4?

The Form 4 shows 381 HUBSPOT common shares withheld to cover taxes on restricted stock unit settlement. These shares were effectively returned to the issuer, not sold in the open market, and reflect standard tax handling for equity awards.

What is Dharmesh Shah’s direct HUBSPOT (HUBS) shareholding after this transaction?

Following the tax-withholding disposition, Dharmesh Shah directly holds 1,285,400 HUBSPOT common shares. This figure comes from the post-transaction total disclosed in the Form 4 and indicates his remaining direct ownership stake after the small tax-related share withholding.

Are there HUBSPOT (HUBS) shares held indirectly through trusts for Dharmesh Shah?

Yes. The filing lists 16,000 shares held by the Polaris I Trust and 11,000 shares held by the Polaris II Trust. Shah serves as trustee and disclaims beneficial ownership beyond his pecuniary interest, as described in the Form 4 footnotes.

Was this HUBSPOT (HUBS) Form 4 an open-market sale by Dharmesh Shah?

No. The Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by HUBSPOT to satisfy tax obligations from restricted stock unit settlement, which is a common administrative feature of equity compensation programs.

What price per share applies to the HUBSPOT (HUBS) tax-withholding shares?

The withheld shares are reported at a price of $242.79 per share. This per-share amount is used in the Form 4 entry describing the 381 HUBSPOT common shares withheld to cover taxes associated with restricted stock unit settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/03/2026 - 04:02 PM EDT 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^*

Shah Dharmesh

(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
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		F(1)		381	D	$242.79	1,285,400	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	04/03/2026
	** 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)