Bueker Kathryn 4

What Happened

• Kathryn Bueker, Chief Financial Officer of HubSpot (HUBS), received 5,943 shares on February 12, 2026 as the settlement of vested performance-based restricted stock units (PSUs). The award is recorded at $0.00 per share (grant/award).
• To cover tax withholding on the PSU settlement, 958 of those shares were surrendered/withheld by the company at $228.95 per share, resulting in proceeds of about $219,334. Net shares delivered to Bueker after withholding: 4,985.
• This was an equity award settlement (not an open-market purchase or a deliberate sale); withholding to satisfy tax liabilities is routine.

Key Details

• Transaction dates and prices:
  • 2026-02-12: Award/acquisition of 5,943 shares (A) at $0.00.
  • 2026-02-12: Tax withholding (F) of 958 shares at $228.95 (≈ $219,334).
• Shares owned after the transaction: not reported in the provided filing extract.
• Footnotes:
  • The shares represent one-third of PSUs granted March 3, 2025; one-third vested following Compensation Committee certification of 2025 performance on Feb 12, 2026 (F1).
  • Remaining two-thirds of the PSUs vest in eight equal quarterly installments over the next two years, subject to continued employment (F1).
  • The 958 shares were withheld by the issuer to cover taxes on the PSU settlement (F2).
• Filing timeliness: Transaction on Feb 12, 2026 was reported on a Form 4 filed Feb 17, 2026 — within the typical two business‑day reporting window (timely).

Context

• PSUs are compensation tied to performance and service; receiving vested shares is common executive compensation and not, by itself, a directional market signal.
• The withholding is essentially a cashless settlement to satisfy tax obligations — a routine administrative step (transaction code F).
• This filing documents an award settlement rather than an insider purchase (P) or voluntary sale (S).