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Form 8-K

sec.gov

8-K — HUBSPOT INC

Accession: 0001193125-26-138021

Filed: 2026-04-01

Period: 2026-03-27

CIK: 0001404655

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — hubs-20260327.htm (Primary)

EX-99.1 (hubs-ex99_1.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2026

HubSpot, Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts

001-36680

20-2632791

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Two Canal Park

Cambridge, Massachusetts

02141

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 482-7768

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.001 per share

HUBS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Director

On March 27, 2026, Ron Gill notified the Board of Directors (the “Board”) of HubSpot, Inc. (the “Company”), that he will resign as a director effective June 30, 2026. Mr. Gill’s resignation was not due to any disagreement with the Company.

(d) Election of Director

On March 31, 2026, the Board unanimously approved an increase to the size of the Board to 12 directors and the appointment of Mike Berry as a Class III director of the Company to fill the vacancy created by the increase in the size of the Board. The effective date of Mr. Berry’s appointment is April 1, 2026. The term of the Company’s Class III directors, including Mr. Berry, expires on the date of the Company’s 2026 annual meeting of stockholders or upon the election and qualification of a successor director or until the earlier resignation, death or removal of a director in such class. Mr. Berry will join the Audit Committee of the Board upon his appointment to the Board, and will transition to Chair of the Audit Committee upon Mr. Gill’s resignation from the Board on June 30, 2026.

Mr. Berry’s compensation will be consistent with that provided to all of the Company’s non-employee directors pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy, which was filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2025. In addition, the Company will enter into an indemnification agreement with Mr. Berry in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company.

There is no arrangement or understanding pursuant to which Mr. Berry was appointed to the Board. There are no family relationships between Mr. Berry and any director or executive officer of the Company, and Mr. Berry has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On April 1, 2026 the Company issued a press release announcing Mr. Berry’s appointment to the Board as discussed in Item 5.02(d) of this Current Report on Form 8-K. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated April 1, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HubSpot, Inc.

Date:

April 1, 2026

By:

/s/ Erika Fisher

Chief Legal Officer and Secretary

EX-99.1

EX-99.1

Filename: hubs-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

HubSpot Announces Mike Berry Joins Board of Directors

CAMBRIDGE, MA (April 1, 2026) — HubSpot, Inc. (NYSE: HUBS), the agentic customer platform for scaling companies, announced today that Mike Berry, Chief Financial Officer of MongoDB, has been appointed to the company’s Board of Directors, effective April 1, 2026. Berry brings more than 30 years of experience in finance, operations, and general management across the technology industry, with a track record of driving profitable growth at leading public technology companies.

Berry joins HubSpot's board as the company continues to scale its operations and deepen its financial discipline across global markets.

As CFO of MongoDB, Berry oversees the company's global finance organization, including financial strategy, planning and analysis, accounting, and investor relations. He has served as CFO at several companies across the technology industry, including NetApp and McAfee. Berry holds a bachelor's degree in finance from Augsburg College and an MBA from the University of St. Thomas. He also serves on the board of directors of Rapid7 and Calix.

"Mike is an exceptional leader with deep financial expertise, a strong track record in governance, and a clear understanding of how AI is changing the technology landscape," said Yamini Rangan, CEO of HubSpot. "His vast experience as a CFO at scaling companies, combined with his cybersecurity governance expertise, will be invaluable as we scale HubSpot's agentic customer platform globally. Mike is among the most trusted finance stewards in our industry, and we're thrilled to welcome him to our board."

"I've spent my career working with technology companies at pivotal moments of growth, and HubSpot is squarely in that moment,” said Mike Berry. “The combination of a loyal customer base, a differentiated AI roadmap, and a leadership team with real operational focus makes this an exciting time to join the board."

About HubSpot

HubSpot (NYSE: HUBS) is the agentic customer platform that helps businesses connect and grow better. HubSpot delivers seamless connection for customer-facing teams with a unified platform that includes AI-powered engagement hubs, a Smart CRM, and a connected ecosystem with over 2,000 App Marketplace integrations, a community network, and educational content. Learn more at www.hubspot.com.

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