HubSpot Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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

HubSpot, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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.