Rangan Yamini 4

What Happened
Rangan Yamini, CEO of HubSpot (HUBS), received 13,209 shares on Feb 12, 2026 as vested performance-based restricted stock units (PSUs). To cover tax withholding on the vesting, 2,265 shares were surrendered/withheld by the issuer at $228.95 per share, a withholding value of approximately $518,572. The award shares were reported at $0.00 acquisition price because they were issued on vesting (not purchased).

Key Details

• Transaction dates: Feb 12, 2026 (vesting and tax withholding); Form 4 filed Feb 17, 2026. Filing is timely (within two business days; Feb 16 was a federal holiday).
• Awards: 13,209 shares acquired (PSU settlement) at $0.00.
• Withholding/disposition: 2,265 shares withheld/disposed to cover taxes at $228.95 per share (≈ $518,572). Reporting code F = tax withholding.
• Shares owned after transaction: Not specified in this Form 4.
• Relevant footnotes:
  • The vested shares are one-third of PSUs granted Mar 3, 2025; the remaining two-thirds vest in eight equal quarterly installments over the next two years subject to continued employment (F1).
  • F2 confirms shares were withheld by the issuer to cover taxes.
  • F3 notes some shares are held by the KK 2024 GRAT (a trust) for which Yamini is trustee.
• Plan: PSUs were awarded under the Issuer's 2024 Stock Option and Incentive Plan, as amended.

Context
This was a routine equity award vesting (not an open-market purchase or sale). The tax-related disposition was handled via share withholding by the company — a common practice that does not necessarily signal a personal decision to sell stock. PSUs are performance-based and the filing notes the Compensation Committee certified the applicable financial performance for the relevant period, triggering this partial vesting.