Shah Dharmesh 4
4 · HUBSPOT INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
HubSpot (HUBS) CTO Dharmesh Shah Receives Award; 323 Shares Withheld
What Happened Dharmesh Shah, HubSpot’s Chief Technology Officer and a company director, received 3,302 shares on February 12, 2026 as the vesting/settlement of performance-based restricted stock units (PSUs). The award was recorded at $0 (grant/settlement) and 323 of those shares were withheld by the company to cover tax liabilities, a disposition valued at $73,951 (323 shares × $228.95). The PSUs were originally granted March 3, 2025 and vested one‑third after certification of 2025 financial results.
Key Details
- Transaction date: February 12, 2026 (reported on Form 4 filed Feb 17, 2026; filing appears late).
- Award: 3,302 shares (code A) acquired at $0.
- Tax withholding: 323 shares withheld (code F) at $228.95 per share = $73,951 disposed.
- Vesting schedule: One‑third vested on Feb 12, 2026; remaining two‑thirds vest in eight equal quarterly installments over the next two years, subject to continued employment (per footnote).
- Plan: PSUs awarded under the Issuer’s 2024 Stock Option and Incentive Plan, as amended.
- Shares owned after transaction: Not specified in the filing.
- Other footnotes: The filing notes shares held in the Polaris I and Polaris II trusts (Shah is trustee) and disclaims beneficial ownership beyond his pecuniary interest.
Context
- This was not an open-market buy or sell; it was the settlement of performance-based RSUs. Withholding shares to cover taxes is routine (coded F) and does not necessarily signal a view on the stock.
- The remaining PSUs will vest quarterly over ~2 years if service conditions are met; future settlements may generate additional taxable events and Form 4 reports.
- The Form 4 lists this report as late (filed Feb 17 for a Feb 12 event), which is an administrative/timeliness note in the filing.
Insider Transaction Report
Form 4
HUBSPOT INCHUBS
Shah Dharmesh
DirectorChief Technology Officer
Transactions
- Award
Common Stock
[F1]2026-02-12+3,302→ 1,277,542 total - Tax Payment
Common Stock
[F2]2026-02-12$228.95/sh−323$73,951→ 1,277,219 total
Holdings
- 16,000(indirect: See Footnote.)
Common Stock
[F3] - 11,000(indirect: See Footnote.)
Common Stock
[F4]
Footnotes (4)
- [F1]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.
- [F2]Shares withheld by Issuer to cover taxes associated with settlement of PSUs.
- [F3]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.
- [F4]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
Signature
/s/ Joseph Theis, attorney-in-fact|2026-02-17