UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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HUBSPOT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 27, 2026

Dear Fellow Stockholders:

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of HubSpot, Inc. (“HubSpot”) to be held on Monday, June 15, 2026 at 9:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.

Pursuant to the Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to stockholders over the Internet, we are posting the proxy materials on the Internet and delivering a notice of the Internet availability of the proxy materials. On or about April 27, 2026, we will begin mailing to our stockholders a Notice of Internet Availability (the “Notice”) containing instructions on how to access or request a copy of our Proxy Statement for the Annual Meeting and our Annual Report on Form 10-K for the year ended December 31, 2025.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, I hope you will vote as soon as possible. You may vote over the Internet or at the Annual Meeting or, if you requested printed copies of proxy materials, you also may vote by mailing a proxy card or voting by telephone. Please review the instructions on the Notice or on the proxy card regarding your voting options.

Our Board remains focused on creating long-term stockholder value and deeply appreciates the viewpoints and ownership of our stockholders. We look forward to seeing you at our Annual Meeting.

Sincerely,

Lorrie Norrington

Chairperson

HUBSPOT, INC.

2 Canal Park

Cambridge, MA 02141

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that HubSpot, Inc. will hold its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on Monday, June 15, 2026 at 9:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/HUBS2026 and entering your 16-digit control number (included on the Notice of Internet Availability of Proxy Materials mailed to you). The purpose of the Annual Meeting will be the following:

Only stockholders of record at the close of business on April 17, 2026 are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on April 17, 2026 or hold a valid proxy for the Annual Meeting.

For instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section entitled “Voting” beginning on page 1 of this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card.

By Order of the Board of Directors,

Erika Fisher

Chief Legal Officer and Secretary

Cambridge, Massachusetts

April 27, 2026

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING
OF STOCKHOLDERS

ABOUT THE ANNUAL MEETING

Our Board of Directors (the “Board”) solicits your proxy on our behalf for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and at any postponement or adjournment of the Annual Meeting for the purposes set forth in this Proxy Statement and the accompanying Notice of Internet Availability of Proxy Materials (the “Notice”). The Annual Meeting will be conducted via live audio webcast this year.

If you are a stockholder of record as of the close of business on April 17, 2026, the record date, you may attend, vote and ask questions virtually at the meeting by logging in at www.virtualshareholdermeeting.com/HUBS2026 and entering your 16-digit control number (included on the Notice). We made this Proxy Statement available to stockholders beginning on April 27, 2026. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time on Monday, June 15, 2026. We encourage participants to access the meeting prior to the start time. Online check-in will begin 15 minutes prior to the start of the Annual Meeting, at 8:45 a.m. Eastern Time, and participants should allow ample time for check-in procedures.

In this Proxy Statement, the terms “HubSpot,” “the company,” “we,” “us,” and “our” refer to HubSpot, Inc. The mailing address of our principal executive offices is HubSpot, Inc., 2 Canal Park, Cambridge, MA 02141.

DIRECTORS AND EXECUTIVE OFFICERS

The following table identifies our Board and executive officers and sets forth their current position(s) at HubSpot and their ages as of April 27, 2026:

(1) Mr. Halligan transitioned to a non-employee director of the company, effective May 8, 2025.

(2) Mr. Caldwell is not standing for reelection and will cease serving as a member of the Board immediately following the 2026 Annual Meeting.

(3) Mr. Gill will resign as a member of the Board effective June 30, 2026.

Set forth below are the biographies of each executive officer and director, as well as information regarding each such person’s business experience, director positions held currently or at any time during the last five years, and, for directors, the experiences, qualifications, attributes or skills that caused the Nominating, Governance, and Sustainability Committee to determine that the person is qualified to serve as a director of the company. We believe that each of our executive officers and directors has a reputation for integrity, honesty, and adherence to high ethical standards.

CORPORATE GOVERNANCE

Board Independence

The Board consists of a majority of independent directors as required by the NYSE rules and our Corporate Governance Guidelines. At least annually, the Board evaluates all relationships between us and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, the Board then makes an annual determination of whether each director is independent within the meaning of the NYSE’s, the SEC’s, and our applicable committees’ independence standards.

The Board has determined that, except for Ms. Rangan and Mr. Shah as executive officers of the company, and Mr. Halligan as a former executive officer of the company, each of our current directors has no material relationship with HubSpot that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making that determination, the Board considered all relevant facts and circumstances, including (but not limited to) the director’s commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. In addition, the Board has determined that each of our directors is “independent” within the meaning of the director independence standards of the NYSE, other than Ms. Rangan and Mr. Shah, who currently serve as executive officers of the company, and Mr. Halligan, as a former executive officer of the company.

Further, the Board has determined that each member of each of the committees of the Board is independent within the meaning of the NYSE’s, the SEC’s, and our applicable committees’ independence standards, including Rule 10a-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Under our Corporate Governance Guidelines, the Board has the authority to fill the Chairperson and CEO positions based on the Board’s view of what is in the best interests of the company. The CEO and Chairperson may, but need not be, the same person. Additionally, if the Chairperson is not an independent director, then the non-management directors shall annually elect one independent director to serve as the Lead Independent Director. The Board annually reviews its leadership structure to assess what best serves the interests of HubSpot and our stockholders at the time.

On May 6, 2025, Mr. Halligan resigned as Executive Chairperson of the company’s Board in connection with his transition from the Executive Chairperson role to a non-executive, Class I non-employee director of the Board. Ms. Norrington transitioned from her role as the company’s longstanding Lead Independent Director to the Chairperson of the Board.

Currently, the roles of Chairperson and CEO are separated. The Chairperson is primarily responsible for overseeing the operations and affairs of the Board and acting as a liaison between management and the Board. We believe that separating these positions allows our CEO to focus on our day-to-day business, while allowing the Chairperson to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. Our Board recognizes the time, effort, and energy that Ms. Rangan is required to devote to her position in the current business environment, as well as the commitment required from Ms. Norrington to serve as our Chairperson, particularly as the Board’s oversight responsibilities continue to grow. In light of the appointment of Ms. Norrington, who qualifies as independent under the rules of the New York Stock Exchange, as Chairperson, the Board does not currently have a Lead Independent Director appointed.

The Board believes that its current leadership structure, coupled with an emphasis on Board independence, provides effective independent oversight of management, while allowing both the Board and management to benefit from Ms. Norrington’s years of experience as Lead Independent Director, as well as Ms. Rangan’s deep operating and customer experience. We believe the company-specific experience and expertise of Ms. Rangan, together with the outside experience, oversight, and expertise of our independent Chairperson and directors, allow for differing perspectives and roles regarding strategy development that benefit our stockholders. Given the strength of our business and operational and financial performance, the Board believes that stockholders are best served by this leadership structure.

Board and Committee Meetings

The Board meets on a regularly scheduled basis during the year to review significant developments affecting the company and to act on matters requiring the Board’s approval. It also holds special meetings when important matters require action between scheduled meetings. Members of senior management regularly attend meetings to report on and discuss their areas of responsibility. During 2025, the Board held eight meetings. The Board has three standing committees:

Each of the current directors of the Board attended at least 75% of all meetings of the Board and meetings of committees of our Board upon which they served during 2025. The Board regularly holds executive sessions of the non-management directors as well as the independent directors. Executive sessions of non-management directors do not include employee directors, and executive sessions of independent directors do not include directors who do not qualify as independent under NYSE and SEC rules.

It is our policy that members of our Board are encouraged to attend Annual Meetings of our stockholders. All members of our Board attended the 2025 Annual Meeting of our stockholders.

Corporate Governance Policies and Committee Charters

The company and the Board regularly review and evaluate the company’s corporate governance practices. The Board has adopted Corporate Governance Guidelines to assist and guide its members in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable federal or state law or regulation, the NYSE, and our Eighth Amended and Restated Certificate of Incorporation (“certificate of incorporation”) and amended and restated bylaws (“bylaws”).

In addition, we have adopted a Code of Business Conduct and Ethics (which we refer to as the “Code”) that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting. We intend to disclose any amendment or waiver of a provision of the Code that applies to our principal executive officer (“PEO”), principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website (available at https://ir.hubspot.com/governance/governance-overview) and/or in our public filings with the SEC.

The Board has also adopted a written charter for the Audit Committee, the Compensation Committee, and the Nominating, Governance, and Sustainability Committee, each of which satisfies the applicable rules of the SEC and the listing standards of the NYSE.
 

Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and committee charters were each reviewed and amended in 2025, and each are available on the Investor Relations – Corporate Governance Overview section of our website at https://ir.hubspot.com/governance/governance-overview. You may also request a copy of these documents by contacting Investor Relations at our principal executive offices.

Board Committees

Our bylaws provide that the Board may delegate responsibility to committees. The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating, Governance, and Sustainability Committee.

The table below shows the composition of the standing committees of the Board. Ms. Rangan and Messrs. Halligan and Shah do not currently serve on any standing committee.
 

Audit Committee

Messrs. Gill, Berry, and Caldwell and Mses. Hughes Johnson and Ward currently serve on the Audit Committee, which is chaired by Mr. Gill. Mr. Caldwell will no longer be a member of the Board following the Annual Meeting, and Mr. Gill will resign from the Board effective June 30, 2026. Mr. Berry will be appointed Audit Committee Chair following Mr. Gill’s departure. The Board has determined that each member of the Audit Committee is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act, and the applicable NYSE rules. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE. The Board has designated Messrs. Berry and Gill each an “audit committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee’s responsibilities include:

Compensation Committee

Messrs. Anagnost and Simons and Ms. Shih currently serve on the Compensation Committee, which is chaired by Mr. Simons, and Ms. Hughes Johnson previously served on the Compensation Committee until December 1, 2025. The Board has determined that each member of the Compensation Committee is “independent” as that term is defined in the applicable SEC and NYSE rules. The Compensation Committee’s responsibilities include:

Nominating, Governance, and Sustainability Committee

Mses. Hughes Johnson, Norrington, and Ward currently serve on the Nominating, Governance, and Sustainability Committee, which is chaired by Ms. Ward. The Board has determined that each member of the Nominating, Governance, and Sustainability Committee is “independent” as that term is defined in the applicable SEC and NYSE rules. The Nominating, Governance, and Sustainability Committee’s responsibilities include:

Identifying and Evaluating Director Nominees

The Board has delegated the director selection and nomination process to the Nominating, Governance, and Sustainability Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate.

Generally, the Nominating, Governance, and Sustainability Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating, Governance, and Sustainability Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating, Governance, and Sustainability Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating, Governance, and Sustainability Committee. The Nominating, Governance, and Sustainability Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the Nominating, Governance, and Sustainability Committee deems to be appropriate in the evaluation process. The Nominating, Governance, and Sustainability Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Among other factors, the Board reviews and considers director tenure and age as factors in assessing its ongoing needs, but the Board has not adopted term limits or a mandatory retirement age for individual directors. Based on the results of the evaluation process, the Nominating, Governance, and Sustainability Committee recommends candidates for the Board’s approval as director nominees for election to the Board.

From time to time, we have engaged, for a fee, a third-party search firm to assist the Nominating, Governance, and Sustainability Committee with identifying, evaluating, and screening Board candidates for the company. Heidrick & Struggles and True Search assisted the Nominating, Governance, and Sustainability Committee with evaluating and screening Ms. Shih, who was appointed to the Board in November 2025, and Mr. Berry in April 2026, respectively.

The Board’s commitment to strategic refreshment has led to the appointment of Ms. Shih to our Board in November 2025 and Mr. Berry in April 2026. Continued refreshment ensures that the Board is representative of the experience, perspectives, and skill sets that promote effective oversight as our business evolves.

Minimum Qualifications

In evaluating proposed director candidates, the Nominating, Governance, and Sustainability Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, his or her independence, the current size and composition of our Board and the needs of our Board and its respective committees. Some of the qualifications that our Nominating, Governance, and Sustainability Committee consider include, without limitation, integrity, judgment, diversity of experience, expertise, business acumen, understanding of our business and industry, potential conflicts of interest and other commitments. Nominees must also have proven achievement and competence in their field and the ability to provide guidance to our management team and make significant contributions to our success, and an understanding of the fiduciary responsibilities that are required of a director. Director candidates must have sufficient time available in the judgment of our Nominating, Governance, and Sustainability Committee to perform all Board and committee responsibilities. Members of our Board are expected to prepare for, attend, and participate in all Board and applicable committee meetings.

Stockholder Recommendations

Stockholders may submit recommendations for director candidates to the Nominating, Governance, and Sustainability Committee by sending the following to HubSpot, Inc., 2 Canal Park, Cambridge, MA 02141, Attn: Secretary, at least 120 days prior to the anniversary of the date on which the proxy statement was released to stockholders in connection with the previous year’s annual meeting: the name and address of record of the recommending stockholder, a representation that the recommending stockholder is a record holder or beneficial owner of our shares, the individual’s candidate’s name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years, a description of the qualifications and background of the candidate which addresses the minimum qualifications and other criteria for Board membership approved by the Board from time to time and set forth in the Policies and Procedures for Director Candidates, a description of all arrangements between the candidate and the recommending stockholder, a written indication of the candidate’s willingness to be named in the proxy statement and serve on our Board, and any other information required to be included in a proxy statement filed pursuant to the rules of the SEC applicable to director nominees by stockholders.

The Secretary will forward all recommendations to the Nominating, Governance, and Sustainability Committee. The Nominating, Governance, and Sustainability Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management. In addition, as described in the “Additional Information” section of this Proxy Statement, stockholders may, pursuant to applicable law and the requirements of our bylaws, directly nominate candidates to stand for election to the Board.

Board Skills and Experience Matrix

The matrix below summarizes some of the desirable types of experience and skills possessed by our director nominees whose terms will continue beyond the Annual Meeting. These elements are important because of their relevance to our business and strategy. The following matrix does not encompass all experiences or skills of our board of directors.

Stockholder Communications

The Board provides to every securityholder and interested party the ability to communicate with the Board, as a whole, and with individual directors on the Board through an established process for securityholder and other interested party communication. For a communication directed to the Board as a whole, securityholders and other interested parties may send such communication to the attention of the company’s Secretary via U.S. Mail or Expedited Delivery Service to: HubSpot, Inc., 2 Canal Park, Cambridge, MA 02141, Attn: Board of Directors, c/o Secretary.

For a securityholder communication directed to an individual director in his or her capacity as a member of the Board, securityholders and other interested parties may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: HubSpot, Inc., 2 Canal Park, Cambridge, MA 02141, Attn: [Name of Individual Director], c/o Secretary.

We will forward by U.S. Mail any such communication to each director, and the Chairperson of the Board in his or her capacity as a representative of the Board, to whom such communication is addressed to the address specified by each such director and the Chairperson of the Board, unless there are safety or security concerns that mitigate against further transmission.
 

Board and Committee Evaluations; Board Orientation and Education

The Nominating, Governance, and Sustainability Committee oversees the annual Board and committee evaluation process. Generally, the Board and each committee conduct self-evaluations by means of written questionnaires completed by each director and committee member. In 2025, the Board conducted a multi-layered assessment approach, consisting of individual director evaluations, committee evaluations, and a full Board evaluation, including input from the company’s senior management. The anonymous responses are summarized and provided to the Board and each committee at their next meetings in order to facilitate an examination and discussion by the Board and each committee of the effectiveness of the Board and committees, Board and committee structure and dynamics, areas for possible improvement, and enhancement of individual director contributions. The Nominating, Governance, and Sustainability Committee establishes the Board and committee evaluation process each year. From time to time, the Board may determine to use an independent third party in the evaluation process.

Upon joining the Board, new directors receive orientation covering the company's operations, strategic objectives, and governance framework. The Nominating, Governance and Sustainability Committee periodically prepares and assembles materials and conducts sessions for directors on topics that will assist them in discharging their duties. Directors are encouraged to pursue ongoing education, with the company providing reimbursement for qualifying programs.

Board’s Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. The Board administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and overall enterprise risk exposure.

While our Board is ultimately responsible for risk oversight, our Board committees assist our Board in fulfilling its oversight responsibilities in certain areas of risk. Our Audit Committee assists by reviewing and discussing our major risk exposures including, among other things, financial, operational, cybersecurity, and privacy risk exposures, and the steps our management team has taken to monitor and control these exposures, as well as guidelines and policies with respect to risk assessment and risk management. In addition, our Audit Committee assists the Board in its oversight of compliance with certain legal and regulatory requirements, in addition to oversight of the performance of our external and internal audit functions. Our Nominating, Governance, and Sustainability Committee monitors the effectiveness of our Corporate Governance Guidelines and Code of Business Conduct and Ethics, oversees executive and board succession planning, and reviews our policies and practices relating to our sustainability strategy and our corporate social responsibilities. Our Compensation Committee reviews and discusses the risks arising from our compensation policies and programs applicable to all officers and employees. In addition, our management team periodically reports to and seeks input from

our Board and its committees with respect to the most significant risks that could affect our business, such as competition

and strategic risks, legal risks, information security and privacy risks, and financial, tax and audit-related risks. For risks associated with the company’s evolving development and use of artificial intelligence (“AI”), including third-party AI

technologies deployed internally and the incorporation of AI technologies into our product, the full Board maintains oversight of management’s efforts to monitor and mitigate such risks. Furthermore, AI strategy has been reviewed at each quarterly Board meeting. From time to time, the Board engages a third-party cybersecurity firm to assess the cyber practices and program.

Compensation of Non-Employee Directors

Pursuant to our Non-Employee Director Compensation Policy in effect for 2025, our non-employee directors were paid an annual cash retainer of $50,000. Ms. Norrington, as our Lead Independent Director until May 2025, was paid an additional cash retainer of approximately $25,000 (pro-rated in 2025), as well as an annual cash retainer of approximately $75,000 (pro-rated in 2025) for her role as our Chairperson from May 2025 onwards, and committee members and committee chairs received additional annual cash retainer fees as set forth below:

In addition, pursuant to our Non-Employee Director Compensation Policy, each of our non-employee directors received an annual equity award with a value of $250,000, 100% of which was in the form of a restricted stock unit (“RSU”) award settled in shares of our common stock. Prior to 2024, 25% of the annual equity award was granted as an option to purchase shares of our common stock (“Option”) and 75% was in the form of RSUs. Annual equity awards vest in equal quarterly installments over a one-year period from the grant date of such award (or, if earlier, immediately prior to the annual meeting of stockholders that is closest to the first anniversary of the grant date); provided, however, that all vesting ceases if the director resigns from our Board or otherwise ceases to serve as a director, unless the Board determines otherwise in certain warranted circumstances. Newly-elected non-employee directors receive a pro-rated annual equity award. All unvested equity awards held by a non-employee director accelerate and immediately vest if the non-employee director’s service relationship ends within three months prior to or 12 months following a “sale event” (as defined in the 2024 Plan).

We reimburse our non-employee directors for their travel, lodging, and other reasonable expenses incurred in attending meetings of our Board and Board committees.

The Board periodically evaluates the compensation of our non-employee directors, including through the recommendations of the Compensation Committee. The Board also considers input from the Compensation Committee’s independent compensation consultant, which reviews director pay levels at peer companies and provides feedback on where our non-employee director compensation is positioned relative to the company’s compensation peers.

The following table provides certain information concerning the compensation paid to the non-employee members of our Board during the year ended December 31, 2025 pursuant to our Non-Employee Director Compensation Policy. The table excludes Ms. Rangan and Mr. Shah, who are named executive officers of the company and did not receive any additional compensation for their service as directors in 2025. Mr. Halligan’s 2025 compensation earned as a named executive officer and as a non-employee director for a portion of 2025 and the compensation received by Ms. Rangan and Mr. Shah during 2025 is set forth in the section of this Proxy Statement captioned “Executive Compensation— 2025 Summary Compensation Table.”

2025 Director Compensation Table
 

(1) The amounts reported represent the aggregate grant-date fair value of RSUs settled in shares of our common stock calculated in accordance with Financial Accounting Standard Board, Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC Topic 718”). Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant-date fair value are set forth in the notes to our audited consolidated financial statements presented in our 2025 Form 10-K.

(2) Mr. Caldwell is not standing for reelection at the Annual Meeting.

(3) Reflects a pro-rated payment of $10,416 for service as Lead Independent Director from January 1, 2025 through May 7, 2025 and a pro-rated payment of $43,750 for service as Chairperson from May 8, 2025 through December 31, 2025.

(4) Ms. Shih was paid for her service as a director in 2025 in the first quarter of 2026.

Certain Director Equity Information

Our non-employee directors held the following aggregate number of shares of our common stock subject to unexercised stock options and unvested RSUs as of December 31, 2025:

RESPONSIBLE BUSINESS AT HUBSPOT: DRIVING LONG-TERM SHAREHOLDER VALUE

HubSpot’s mission is to help millions of organizations grow better. As we continue to scale our global operations, we view responsible business practices as an enterprise priority. We believe durable growth depends on resilience, disciplined risk management, operational efficiency, and stakeholder trust.

Our responsible business strategy is designed to support long-term value creation by mitigating regulatory, technology, human capital-related and climate risks; improving efficiency across our operations and value chain; and advancing digital prosperity for our customers, employees, partners, and stockholders.

We publicly report our performance in alignment with leading voluntary and regulatory standards, including the Sustainability Accounting Standards Board, the Global Reporting Initiative, and applicable California climate disclosure requirements. We are also a signatory to the United Nations Global Compact, a voluntary corporate sustainability initiative that encourages businesses worldwide to adopt sustainable practices, report on those practices, and track them over time. Our climate disclosures align with the Task Force on Climate-Related Financial Disclosures (TCFD) framework and continue to evolve in line with emerging standards, including those of the International Sustainability Standards Board (ISSB), which builds on TCFD being phased out, and the European Sustainability Reporting Standards (ESRS).
 

Investing in Our People

As an intentionally distributed organization with a growing global footprint, we are committed to attracting, developing, and retaining highly talented individuals who leverage AI to address our customers’ most critical growth challenges.

Clarity, Growth, Belonging, and Recognition guide our efforts to foster a purpose-driven, performance-oriented culture. We strive to create an environment in which employees understand the impact of their contributions, feel valued and supported, and have meaningful opportunities for professional development and advancement throughout their careers at HubSpot.

In 2025, approximately 72% of our global workforce worked in our @home model, 7% in our @office model, and 21% in our @flex model. HubSpot has been certified as a Great Place to Work® for nine consecutive years and has been recognized on several 2025 workplace and culture lists, including Forbes’ America’s Dream Employers, Newsweek’s America’s Greatest Workplaces for Culture, Belonging & Community 2026, #2 on TIME’s America’s Best Midsize Companies 2025, and Best Place to Work for Disability Inclusion by Disability:IN.

We take a thoughtful approach to talent attraction and retention to build a culture where employees can do their best work. We support lifelong learning and invest in employee development at every stage of employment. Our programs include interactive, regionalized onboarding; one-on-one mentorship; year-round manager training; and a mini-MBA Fellows program. We also offer a range of live, self-paced, and asynchronous learning resources through our internal learning management system.

We provide competitive compensation and benefits globally. Compensation packages may include base salary, commissions or semi-annual bonuses, and equity awards. We also offer an employee stock purchase plan and benefits such as medical, dental, life, and disability insurance, as well as retirement and pension arrangements, which vary by geography and align with local market practices. We evaluate our compensation and benefits programs annually and make adjustments as appropriate. We remain committed to transparent pay practices, including providing employees with access to compensation ranges, anchoring pay to one predefined major city per country, and publishing compensation ranges for all U.S.-based job postings.
 

Resilience and Operational Efficiency

We invest in the long-term resilience of our operations to reduce risk and enhance efficiency. A key mechanism supporting this effort is our carbon reduction strategy to mitigate climate-related risks and adapt to potential physical impacts. Our strategy aligns with a science-based decarbonization pathway and is intended to reduce exposure to regulatory, energy price, and supply chain risks. By embedding the greenhouse gas (GHG) emissions-related targets into

operational and procurement decisions, we seek to strengthen cost discipline, accountability, and long-term business stability.

Our publicly disclosed targets, verified by the Science Based Targets initiative (SBTi), as applicable, include:

We report progress against these targets in our annual Responsible Business Report, available at https://www.hubspot.com/sustainability. The information available on, or accessible through, our website is not incorporated by reference in this Proxy Statement.

In 2025, we conducted a quantitative scenario analysis of climate-related risks and opportunities, the results of which indicated that overall physical and transition risks were low across short-, medium-, and long-term time horizons. Additional details are available in our Climate Risk Report. We also assessed governance structures, capital allocation priorities, supplier engagement, and operational levers as part of our climate transition planning. We will include a summary of this work in our 2026 Responsible Business Report.
 

Operating Responsibly and Transparently

Strong governance builds trust and supports long-term value creation. Our oversight structures, executive accountability mechanisms, and formal policies are designed to embed responsible business practices into our strategy, risk management processes, and daily operations, ensuring transparency, compliance, and disciplined decision-making across the company.

Our Responsible Business Governance Structure
 

Board Responsibility
 

The Nominating, Governance, and Sustainability Committee of our Board of Directors reviews and assesses our responsible business policies, practices, and strategy at least twice a year. This information is also shared with our Board. HubSpot’s Board has ultimate responsibility for oversight of climate-related

risks and opportunities.

Management Oversight Structure
 

Responsible business oversight is embedded across levels of management. The Executive Leadership Team, led by our CEO, oversees our high-level responsible business strategy; ensures alignment with HubSpot’s mission, risk management approach, and business priorities; and receives regular updates on performance and key risks.

Responsible Business Steering Group
 

The Responsible Business Steering Group is composed of senior leaders, across Finance, Legal, People, Engineering, and Responsible Business. This group meets quarterly to support cross-functional implementation of our company-wide responsible business strategy. This structure ensures material climate-related risks and opportunities are considered alongside other material business risks.

Responsible Business Team
 

The Responsible Business Team, led by our Vice President of People Experience, is responsible for the day-to-day

execution of our responsible business strategy, cross-functional coordination, and monitoring progress against our responsible business goals.
 

Data Privacy and Security

We invest in data privacy and security, uphold strong ethical standards, and align with recognized industry frameworks to protect customer data and maintain trust. Our Trust Center provides transparent access to relevant policies, certifications, and compliance documentation.
 

Artificial Intelligence

We incorporate AI capabilities across our platform to enhance product functionality and implement tools for internal use, and we have adopted governance and risk management processes to support the responsible development and deployment of these technologies.

Our development and deployment of AI-enabled features and tools are subject to security, legal, privacy, and risk management processes that are aligned with our broader enterprise governance framework, including:

We continue to assess evolving legal and regulatory requirements, technological developments, and market expectations related to AI.
 

Policies and Codes

Corporate Governance Policies

Code of Business Conduct and Ethics. At HubSpot, we are serious about compliance and doing the right thing. To that end, we adopted a Code of Business Conduct and Ethics, which we refer to as our Code, that applies to all of our employees, officers, and directors. The Code highlights that everything we do at HubSpot will be, and should be, measured against the highest possible standards of ethical business conduct. We set the bar high for practical and aspirational reasons because our commitment to the highest standards helps us solve for our customers, hire and retain great people, build a great platform, and attract loyal partners. Trust and mutual respect between us and our customers and partners are the foundation of our success, and following this Code helps us maintain those relationships. We also encourage our employees to report suspected policy violations to their manager, the People team, the Legal and Compliance team, or through our Whistleblower Hotline (online or via phone), where reports can be made anonymously. No waiver of any provisions of our Code for the benefit of a director or an executive officer shall be effective unless approved by the Board (or, if permitted, our Audit Committee) and, if applicable, such waiver is disclosed to our stockholders in accordance with applicable U.S. securities laws and/or the rules of the NYSE. In addition, substantive amendments to the Code must be approved by the Board or the Audit Committee.

Human Rights Policy. Respect for human rights is a fundamental value of HubSpot. Our company operates globally and has offices around the world. Our customers, employees, stockholders, and vendors come from a wide range of backgrounds. We recognize this as a strength and are committed to upholding human dignity in all that we do. If we become aware of adverse human rights impacts resulting from or caused by our business activities, we are committed to

providing for or cooperating in their remediation. In 2024, our Board adopted an updated Human Rights Policy that underscores HubSpot’s position on fundamental human rights.

Environmental Policy. Our Environmental Policy sets forth commitments to guide our efforts to deliver environmental compliance as a minimum standard, continually improve our sustainability performance, and to act as a thought leader for our employees, customers, and partners through education, partnership and collaboration.

Global Supplier Code of Conduct. We are committed to good governance and achieving the highest ethical and environmental standards for all our employees, and we expect the same from our suppliers. Our Supplier Code of Conduct defines and communicates our sustainability expectations from suppliers in alignment with our core values, as well as the International Labour Organization Declaration on Fundamental Principles and Rights at Work, the United Nations (“UN”) Guiding Principles on Business and Human Rights, and the Ten Principles of the UN Global Compact, to which HubSpot is a signatory.

The policies above are available on our Investor Relations website at: https://ir.hubspot.com/governance/governance-overview.
 

Stakeholder Engagement

At HubSpot, we value and consider the viewpoints of a number of stakeholders, including our employees, our customers, our partners, and our stockholders. We have teams dedicated to engagement with each of these stakeholder groups, and feedback is regularly shared with our executive leadership team and Board to review, consider, and incorporate into future priorities for the company. The chart below describes the engagement process with each of our stakeholder groups and actions we have taken in response to their feedback.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of March 1, 2026, for:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as noted by footnote, and subject to community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

The table lists applicable percentage ownership based on 52,342,215 shares of common stock outstanding as of March 1, 2026, unless indicated otherwise. Options to purchase shares of our common stock that are exercisable, and shares of our common stock that may be acquired upon the vesting of RSUs or performance stock units (“PSUs”), in each case, within 60 days of March 1, 2026, are deemed to be beneficially owned by the persons holding these options, RSUs or PSUs, as applicable, for the purpose of computing percentage ownership of that person, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage. Unless otherwise indicated, the address for each beneficial owner is c/o HubSpot, Inc. 2 Canal Park, Cambridge, MA 02141.

* Represents beneficial ownership of less than 1% of our outstanding common stock.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all such reports.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that for 2025, all required reports were filed on a timely basis under Section 16(a), except that, in each case due to administrative delays in obtaining Edgar filing codes following the SEC’s adoption of Edgar Next (i) on November 7, 2025, Ms. Shih filed a delayed Form 4 to report a grant of RSUs on November 3, 2025 and (ii) on February 4, 2026, Ms. Fisher, who was named an executive officer on December 31, 2025, filed a delayed initial Form 3.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes how our executive compensation program is designed and operates with respect to our named executive officers. For 2025, our named executive officers were:

Executive Summary

Business Overview

We provide an agentic customer platform that helps marketing, sales, and customer service teams drive business growth. We deliver seamless connections for customer-facing teams with a unified platform that includes three layers: AI-powered agents and engagement hubs, a Smart CRM, and a connected ecosystem supporting the customer platform with a marketplace of integrations, templates, expert partners, a community network, and an academy of educational content. Our AI-powered agents and engagement Hubs that enable companies to attract, engage, and delight customers throughout the customer lifecycle include Marketing, Sales, Service, Data, Content and Commerce. The agentic customer platform is the foundational context layer that combines customer data with AI to power the entire customer platform with unified customer profiles and tools to manage and govern teams and business processes.

We are headquartered in Cambridge, Massachusetts and maintain a number of international offices across the world. As of December 31, 2025, we had 8,882 full-time employees.

2025 Financial and Operating Highlights

Overall, we delivered strong financial and operating performance in 2025, including:

2025 Performance Highlights

We delivered hundreds of product enhancements to HubSpot's agentic customer platform throughout 2025. From expanding Breeze Agents across the entire buyer journey to introducing a new growth playbook for the AI era, we shipped critical updates for all go-to-market teams. Major highlights include:

2025 Executive Compensation Program Highlights

Highlights of our 2025 executive compensation program include:

Return to Stockholders

We have delivered significant long-term total stockholder return (“TSR”), as evidenced by the chart below, which shows how an initial investment of $100 in HubSpot on December 31, 2019 would have grown to $253 on December 31, 2025. The chart also compares TSR on an investment in our common stock to the same investment in the S&P 500 Index and demonstrates how our common stock has continued to outperform the S&P 500 Index over the last six fiscal years.

Compensation Philosophy

Our Compensation Committee approves the design of our executive compensation program with the goal of attracting, motivating, rewarding, and retaining high-caliber executive officers, while simultaneously promoting the achievement of key company performance measures to align the incentives of our executive officers with our stockholders’ interests in furtherance of our pay-for-performance philosophy. Our market is evolving, highly competitive and fragmented, and we face significant competition from both established and new companies in the software market in which we operate. To execute our business strategy, we must attract and retain highly qualified personnel, including executives. We compete with many other public and private companies for this executive talent, whose skills and experience are in high demand in our increasingly dynamic and intensely competitive industry.

Accordingly, the Compensation Committee generally targets overall compensation for our executive officers to be competitive in our industry and across the country. Variations in this target compensation may occur depending on the experience level of the individual and other market factors, such as the demand for executives with certain skills and experience and the costs associated with recruiting qualified executives from other established companies. We intend to provide a competitive total compensation package and believe in sharing our success with our executive officers, as well as our other employees, when our objectives are met.

We endeavor to maintain strong executive compensation policies and practices as summarized below:

Emphasis on Performance-Based Executive Compensation

Our executive compensation program is designed to support our pay-for-performance philosophy, with a significant amount of compensation allocated to variable, at-risk compensation that is tied to key company performance measures to align the incentives of our executive officers with the interests of our stockholders. The following shows the percentage of total target annual compensation allocated to variable, at-risk compensation for the CEO and for the other named executive officers, on average:

Additionally, consistent with the Committee’s “pay-for-performance” philosophy, the vast majority of our CEO’s target pay is at risk and/or performance-based. As a result, we believe that the value that will ultimately be realized by our CEO aligns with the company’s strategic and financial results and stock price performance. We believe that presenting both grant date value and realizable value compensation perspectives provides valuable data points to evaluate the alignment between pay and performance for our CEO.

The chart below compares 2025 compensation paid to Yamini Rangan, our CEO, as reported in the Summary Compensation Table of this proxy statement, to the value of the pay realizable by Ms. Rangan as of fiscal year end 2025.

For the chart below, 2025 realizable compensation represents: (1) total compensation, as determined under applicable SEC rules and reported in the Summary Compensation Table, minus (2) the aggregate grant date fair value of all equity awards (as reflected in the Stock Awards and Option Awards columns), plus (3) the actual intrinsic value of the equity awards granted to Ms. Rangan in 2025 (for RSUs this reflects the number of shares multiplied by our closing stock price on December 31, 2025 and for the revenue PSUs this reflects the number of shares earned in 2025 that vested in January 2026 multiplied by our closing stock price on December 31, 2025).

* share price as of 3/2/26 $259.84 for reference

Components of Executive Compensation

The compensation of our named executive officers in 2025 consisted of the following elements:

Each of the elements of our executive compensation program is discussed in more detail below. Our compensation elements are designed to be flexible, to complement each other, and to serve the compensation objectives described above. While we have not adopted any formal policies for allocating compensation between fixed and variable elements, we generally target our long-term incentive compensation to be a significant majority of an executive’s target total direct compensation opportunity. Our mix of compensation elements is designed to reward short-term results and motivate long-term performance through a combination of short-term cash and long-term equity awards.
 

Determining Executive Compensation

Role of the Compensation Committee

The Compensation Committee of our Board oversees our executive compensation program and annually reviews and approves all executive compensation decisions. The Compensation Committee meets several times near the beginning of each fiscal year to review our executive compensation programs, establish the company performance measures used to set the annual cash bonus and performance-based equity opportunities for the fiscal year and review the target total direct compensation for our executive officers to ensure consistency with our overall compensation philosophy. As part of this executive compensation review, the Compensation Committee is provided with relevant information, such as the competitive market data described further below, to use as a reference when determining each individual compensation element and target total direct compensation levels.

Role of our CEO and Other Executive Officers

Our CEO and CFO assist the Compensation Committee in identifying the key performance and incentive measures that may be used in setting annual cash bonus opportunities and PSU metrics. Our CEO and Chief People Officer also provide input on key contributors and performers within the company so as to ensure their compensation accurately reflects their responsibilities, performance, experience levels, and expected future contributions. Further, our CEO makes recommendations directly to the Compensation Committee regarding the compensation for our executive officers (except with respect to her own compensation). No executive officer participated in the final deliberations or determinations regarding his or her own compensation package, except that each of Messrs. Halligan and Shah, for 2025, requested that their respective base salaries be maintained at $1 and forwent any cash bonus awards.

In addition, the Compensation Committee has delegated to our CEO and CFO limited authority with respect to employees below the EVP level who are not Section 16 officers to grant RSUs under our 2024 Plan in connection with their hire, promotion, or exceptional performance. The delegation includes individual award limits, as well as a limit on the total amount of RSUs that may be granted during the specified period and requires that a report be provided to the Committee at least quarterly on the grant activity pursuant to the delegated authority.

Role of the Compensation Consultant

The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. For 2025, the Compensation Committee retained the services of Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its independent compensation consultant and to review and advise on the principal aspects of our executive compensation program. The executive compensation program services of Compensia included providing input regarding the selection of compensation peer group companies, analyzing publicly available compensation data of peer group companies, compensation survey data, and other publicly available data to assess the competitive market for executive talent, and reviewing and advising on the target total direct compensation opportunities for our executive officers, including base salaries, annual cash bonus compensation levels and structure, and long-term incentive compensation levels and structure. In addition, Compensia also reviewed compensation for the non-employee members of the Board of Directors and provided market practices for equity compensation design.

In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, the Compensation Committee has assessed each of the six independence factors established by the SEC and adopted by the NYSE and has determined that the engagement of and work performed by Compensia does not raise any conflicts of interest. In addition, the Compensation Committee evaluated the independence of its other outside advisors, including outside legal counsel, considering the same independence factors and concluded their work for the Compensation Committee does not raise any conflicts of interest.
 

Compensia reports directly to the Compensation Committee and does not provide any non-compensation related services to the company. Compensia does not make specific compensation-related recommendations, although it does use the competitive market data described below to provide ranges for base salary, target annual cash bonus opportunities, and long-term incentive compensation awards within the company’s compensation peer group and relevant compensation survey data for the Compensation Committee to consider. Compensia also advises the Committee on the structure and mix of our short-and long-term incentive plans. Compensia attends certain Compensation Committee meetings, executive sessions, and preparatory meetings with the Committee chair and certain executive officers, as requested by the Compensation Committee.

Use of Competitive Market Data and Compensation Peer Groups

The Compensation Committee directs Compensia to provide it with competitive market data and analysis based on a select group of peer companies and published compensation survey data, as well as information about current market practices and trends and compensation structures. The competitive market data Compensia provides is based on a compensation peer group selected and approved by the Compensation Committee with input and guidance from Compensia and published compensation survey data in cases where there is insufficient data for specific executive positions within the peer group companies. The compensation peer group is comprised of companies that are generally considered similar to us at the time of selection based on industry, business focus, various financial criteria, including revenue, revenue growth rate, and market capitalization and secondary factors including review of identified labor competitors, the peer groups used by prominent proxy advisory firms, and companies that list HubSpot as a peer. Peer revenue range is generally 0.5x to 2.5x to ours and market capitalization range is generally 0.3x to 3.0x to ours. These ranges align with parameters used by Institutional Shareholder Services (“ISS”).

In selecting the compensation peer group, the Compensation Committee considered the ISS-proposed peer group as a reference point, but determined that ISS's methodology, which is primarily index- and revenue-based, does not alone fully capture HubSpot's relevant competitive market for executive talent. Accordingly, the Committee also focused on software and technology companies with comparable subscription business models, growth profiles, and scale. The Compensation Committee reviews the peer group annually and may replace some or all member companies as changes in market position and company size, including HubSpot's own, suggest more representative alternatives.

For its review and analysis of the compensation of our named executive officers for 2025, the Compensation Committee approved the following 17 companies as our compensation peer group to ensure that the Compensation Committee had sufficiently robust and defensible market perspective to consider in compensation decision-making:

(1) Ansys, Inc. was acquired in July 2025 and will no longer be considered a peer for the fiscal year ended December 31, 2026.

Because publicly-available compensation data is generally limited to that of a company’s CEO, CFO, and up to three most highly-compensated other executive officers, the Compensation Committee also utilized compensation data based on a custom cut of the Radford Global Technology Survey (which includes additional similarly sized companies in order to provide sufficient market data for all of the executive positions) in reviewing, analyzing, and determining the compensation for the named executive officers.

The Compensation Committee selected the companies in our compensation peer group and utilized the data drawn from the Radford Global Technology Survey because it believed that these companies compete with us for executive talent and were also similar to us in terms of industry, revenue, revenue growth rate, and market capitalization and had comparable executive positions (based on role and responsibilities).
 

While competition for executive talent can arise from a myriad of companies, we believe that the companies in our peer group are generally similarly situated in attracting and retaining executives and, hence, are an appropriate comparison for our employment market. The Compensation Committee uses competitive market data as one factor when making compensation decisions, understanding that such data cannot be applied formulaically, and has historically taken into account other data, including input from the members of the Compensation Committee based on their experience in compensation matters.

Consideration of Say-On-Pay Advisory Vote

At our 2025 Annual Meeting of stockholders, approximately 89% of the votes cast on the non-binding, advisory say-on-pay proposal were voted to approve the 2024 compensation of our named executive officers. The Compensation Committee believes that the vote outcome indicates that stockholders generally support the structure of our executive compensation program. In light of the results of the advisory say-on-pay vote on the 2024 compensation of our named executive officers, the Compensation Committee structured executive compensation for 2025 in a manner that was generally consistent with our 2024 executive compensation program, including the continuation of PSU awards, which were introduced in 2024, as discussed below. Stockholders will continue to have an opportunity annually to cast a non-binding, advisory say-on-pay vote on the compensation of our named executive officers.

Our Board and executive team actively seek and highly value the views and insights of our stockholders. See “Stakeholder Engagement/Stockholder Engagement” for information on our 2025 stockholder engagement process. We have a demonstrated history of making changes in response to stockholder feedback. For example, in 2023, based in part on feedback from discussions with investors in 2022 and 2023 and our commitment to long-term impact and performance, we introduced PSUs that are earned and vest only if certain pre-established financial performance metrics intended to drive the growth of our business and long-term shareholder value are achieved. These PSU awards are discussed in more detail below.

Elements of Compensation

Base Salaries

Base salaries for our named executive officers were established initially at the time the individual was hired, taking into account competitive market data provided by the Compensation Committee’s compensation consultant, if applicable, and internal pay parity considerations, as well as the individual’s qualifications and experience. The base salaries of our named executive officers are reviewed by our CEO and are approved annually by the Compensation Committee. Adjustments to base salaries are also based on:

The Compensation Committee does not assign a specific weight to any single factor in making decisions regarding base salary adjustments.

In January 2025, after reviewing the base salaries of our named executive officers compared to similarly situated executives at the companies in our compensation peer group and the relevant compensation survey data, assessing both

company and individual performance in 2024, as well as reviewing internal parity among our named executive officers, the Compensation Committee made a market-based adjustment to Ms. Bueker’s base salary for 2025 to align with salaries for similarly situated CFOs in the company’s peer group and in market survey data. The Compensation Committee maintained the salary for Ms. Rangan at her 2024 level. As they did in 2024, Messrs. Halligan and Shah each requested that their respective base salaries be maintained at $1 for 2025. The base salary for Ms. Fisher reflects her start date of February 3, 2025.

The following table sets forth the base salaries for our named executive officers for fiscal 2024 and 2025: