Shah Dharmesh 4

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.