HUBS Filing
8-KFiling Date: Aug 5, 2026

HUBSPOT INC (HUBS) · Material Event (8-K) SEC Filing

Earnings Release, Executive Change, Reg FD Disclosure, Other Events, Financial Statements

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Event Type

Earnings ReleaseExecutive ChangeReg FD DisclosureOther EventsFinancial Statements
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Event Description

Item 2.02. Earnings Release
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HubSpot, Inc. announced its financial results for the quarter ended June 30, 2026, via a press release on August 5, 2026. The press release is attached as Exhibit 99.1 and furnished under Item 2.02.

Original SEC Filing Text expand_more
Item 2.02 Results of Operations and Financial Condition. On August 5, 2026, HubSpot, Inc. (the Company ) issued a press release announcing its financial results and other information for the quarter ended June 30, 2026. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information under this
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Event Description

Item 5.02. Executive Change
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Summary of 8-K Event (Item 5.02)
On August 3, 2026, the Company’s Board of Directors unanimously increased its size to 11 members and appointed Gerald "Jerry" Dischler as a Class I director, effective August 5, 2026. His term runs until the 2027 annual meeting of stockholders. Mr. Dischler will not initially serve on any Board committees. His compensation will follow the Company’s standard Non-Employee Director Compensation Policy, and he will enter into the Company’s standard indemnification agreement. There were no arrangements or understandings regarding his appointment, no family relationships with Company officers/directors, and no disclosable material interests under Regulation S-K Item 404(a).

Original SEC Filing Text expand_more
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) Election of Director On August 3, 2026, the Company s Board of Directors (the Board ) unanimously approved an increase in the size of the Board to eleven (11) directors and the appointment of Gerald ( Jerry ) Dischler as a Class I director of the Company to fill the vacancy created by the increase in the size of the Board. The effective date of Mr. Dischler s appointment was August 5, 2026. The term of the Company s Class I directors, including Mr. Dischler, expires on the date of the Company s 2027 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. Dischler will not initially join any committees of the Board. Mr. Dischler 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. Dischler 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. Dischler was appointed to the Board. There are no family relationships between Mr. Dischler and any director or executive officer of the Company, and Mr. Dischler has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Event Description

Item 7.01. Reg FD Disclosure
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On August 5, 2026, the Company issued a press release under Regulation FD announcing the appointment of Mr. Dischler to the Board of Directors.

Original SEC Filing Text expand_more
Item 7.01 Regulation FD Disclosure On August 5, 2026, the Company issued a press release announcing Mr. Dischler s appointment to the Board as described in
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Event Description

Item 8.01. Other Events
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HubSpot filed an 8-K announcing:

  • Share Repurchase Program: On August 3, 2026, the Board authorized a new $1.0 billion share repurchase program over up to 24 months, funded by working capital. Repurchases may occur via open market, private deals, or 10b5-1 plans, with timing/amount at management's discretion.

  • Q2 2026 Results (Exhibit 99.1): Revenue grew 20% YoY to $911.7M; GAAP operating income turned positive at $43.3M vs. a loss last year; non-GAAP operating income rose 44% to $185.3M; non-GAAP EPS was $3.26 diluted, up 49% YoY. Customer count reached 306,446 (+14%). The company also provided Q3 and full-year 2026 guidance.

  • Board Appointment (Exhibit 99.2): Jerry Dischler, former Google executive with AI/advertising experience, was appointed to the Board effective August 5, 2026.

Original SEC Filing Text expand_more
Item 8.01 Other Events. On August 3, 2026, the Company s Board authorized a share repurchase program for the repurchase of shares of the Company s common stock in an aggregate amount of up to $1.0 billion (the August 2026 Share Repurchase Program ) over a period of up to 24 months. All repurchases under the August 2026 Share Repurchase Program will be made in the open market, through privately negotiated transactions or other legally permissible means, including pursuant to 10b5-1 plans, and in compliance with applicable securities laws and other requirements. The August 2026 Share Repurchase Program will be funded using the Company's working capital. The timing, manner, price, and amount of the August 2026 Share Repurchase Program will be subject to the discretion of the Company s management. The August 2026 Share Repurchase Program does not obligate the Company to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice.
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EX-99.1hubs-ex99_1.htm36,066 charsexpand_more
EX-99.1 2 hubs-ex99_1.htm EX-99.1 EX-99.1 Exhibit 99.1 HubSpot Reports Q2 2026 Results Q2'26 revenue grew 20% on an as-reported basis and 17% in constant currency compared to Q2'25 CAMBRIDGE, MA (August 5, 2026) — HubSpot, Inc. (NYSE: HUBS), the agentic customer platform for scaling businesses, announced today its financial results for the second quarter ended June 30, 2026. Financial Highlights* Revenue●Total revenue was $911.7 million, up 20% on an as-reported basis and 17% in constant currency.oSubscription revenue was $894.0 million, up 20% on an as-reported basis.oProfessional services and other revenue was $17.7 million, up 8% on an as-reported basis. Operating Income (Loss)●GAAP operating income was $43.3 million, compared to a GAAP operating loss of ($24.6) million.●Non-GAAP operating income was $185.3 million, up 44%. ●GAAP operating margin was 4.8%, compared to (3.2%).●Non-GAAP operating margin was 20.3%, compared to 17.0%. Net Income (Loss)●GAAP net income was $43.3 million, or $0.86 per basic and diluted share, compared to a GAAP net loss of ($3.3) million, or ($0.06) per basic and diluted share.●Non-GAAP net income was $164.8 million up 40% compared to $117.3 million, or $3.26 per basic and diluted share, compared to $2.23 per basic and $2.19 per diluted share, up 46% and 49%, respectively. ●Weighted average basic and diluted shares outstanding used for GAAP net income per share were 50.6 million, compared to 52.7 million.●Weighted average basic and diluted shares outstanding used for non-GAAP net income per share were 50.6 million, compared to 52.7 million and 53.5 million, respectively. Balance Sheet and Cash Flow●The company’s cash and cash equivalents, short-term, and long-term investments balance was $1.4 billion as of June 30, 2026.●During the second quarter, the company repurchased $531.9 million of its common stock. ●During the second quarter, the company generated $222.8 million in operating cash flow, compared with $164.4 million.●During the second quarter, the company generated $227.5 million of cash from non-GAAP operating cash flow and $167.9 million of non-GAAP free cash flow, compared to $167.7 million of cash from non-GAAP operating cash flow and $116.2 million of non-GAAP free cash flow. Additional Recent Business Highlights* ●Grew Customers to 306,446 as of June 30, 2026, up 14%.●Average Subscription Revenue Per Customer was $11,800 during the second quarter of 2026, up 4% on an as-reported basis. ●Calculated billings were $929.7 million in the second quarter of 2026, up 14% on an as-reported basis and 17% in constant currency. Page | 1 “In Q2, we made deliberate choices to accelerate our AI transformation,” said Yamini Rangan, Chief Executive Officer at HubSpot. “Scaling companies want real outcomes and predictable pricing when adopting AI, and we are evolving our product, pricing, and go-to-market to meet those needs. Our agents are delivering measurable outcomes for go-to-market teams, while our pricing updates make it easier for customers to get started, realize value quickly, and scale. The AI shift unlocks a much larger opportunity for HubSpot, and I'm confident these choices position us to drive long-term, compounding growth.”*All comparisons are to the comparable prior-year period, unless otherwise noted. Share Repurchase ProgramOn August 3, 2026, the company’s Board of Directors authorized an additional share repurchase program for the repurchase of shares of the company’s common stock, in an aggregate amount of up to $1.0 billion (the “August 2026 Share Repurchase Program”) over a period of up to 24 months. Repurchases under this program will be made in the open market, through privately negotiated transactions or other means, including pursuant to 10b5-1 plans, and in compliance with applicable securities laws and other requirements. The timing, manner, price, and amount of the August 2026 Share Repurchase Program will be subject to the discretion of the company’s management. The August 2026 Share Repurchase Program does not obligate the company to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice.Business OutlookBased on information available as of August 5, 2026, HubSpot is issuing guidance for the third quarter and full year of 2026 as indicated below. Third Quarter 2026:•Total revenue is expected to be in the range of $924.0 million to $925.0 million, up 14% year over year on an as-reported basis and 15% in constant currency. •Non-GAAP operating income is expected to be in the range of $187.0 million to $188.0 million, representing a 20% operating income margin. •Non-GAAP net income per common share is expected to be in the range of $3.25 to $3.27. This assumes approximately 49.3 million weighted average diluted shares outstanding. Full Year 2026:•Total revenue is expected to be in the range of $3.678 billion to $3.686 billion, up 18% year over year on an as-reported basis and 16% in constant currency. •Non-GAAP operating income is expected to be in the range of $762.0 million to $766.0 million, representing a 21% operating income margin. •Non-GAAP net income per common share is expected to be in the range of $13.23 to $13.31. This assumes approximately 50.0 million weighted average diluted shares outstanding. For Use of Non-GAAP Financial MeasuresIn our earnings press releases, conference calls, slide presentations, and webcasts, we may use or discuss non-GAAP financial measures, as defined by Regulation G. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, are included in this press release after the consolidated financial statements. Our earnings press releases containing such non-GAAP reconciliations can be found in the Investors section of our website ir.hubspot.com. Conference Call Information Page | 2 HubSpot will host a conference call on Wednesday, August 5, 2026 at 4:30 p.m. Eastern Time (ET) to discuss the company’s second quarter 2026 financial results and its business outlook. To register for this conference call, please use this registration link or visit HubSpot's Investor Relations website at ir.hubspot.com. An archived webcast of this conference call will also be available on HubSpot's Investor Relations website at ir.hubspot.com. The company has used, and intends to continue to use, the investor relations portion of its website and/or its social media channels, such as the company’s LinkedIn account (www.linkedin.com/company/hubspot), as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD. About HubSpotHubSpot 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. Cautionary Language Concerning Forward-Looking StatementsThis press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s expectations of future financial and operational performance, including our ability to manage expenses, the timing and level of our investments, and our ability to achieve and sustain profitability, expected growth, foreign currency movement, and business outlook, including our financial guidance for the third fiscal quarter of and full year 2026 and our long-term financial framework; statements regarding our share repurchase programs; statements regarding our positioning for future growth and market leadership; statements regarding the strength of our agentic customer platform; statements regarding the growth or maintenance of our upmarket business; statements regarding the economic environment; and statements regarding expected market trends, future priorities and related investments, and market opportunities, including the adoption, performance and impact of changes to our pricing, packaging and go-to-market strategies. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, risks associated with our history of losses; our ability to retain existing customers and add new customers; the continued growth of the market for a customer platform; our ability to develop new products and technologies and differentiate our platform from competing products and technologies, including artificial intelligence and machine learning technologies; our ability to manage our growth effectively over the long-term to maintain our high level of service; changes in our investment priorities, the timing of hiring and other expenses, and our ability to manage costs and achieve efficiencies; our ability to maintain and expand relationships with our solutions partners; the price volatility of our common stock; the impact of geopolitical conflicts, inflation, foreign currency movement, and macroeconomic instability on our business, the broader economy, our workforce and operations, the markets in which we and our partners and customers operate, and our ability to forecast our future financial performance, including variability in the intra-quarter linearity of our business; regulatory and legislative developments on the use of artificial intelligence and machine learning; and other risks set forth under the caption “Risk Factors” in our U.S Securities and Exchange Commission filings. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise. Page | 3 Consolidated Balance Sheets(in thousands) June 30, December 31, 2026 2025 Assets Current assets: Cash and cash equivalents $ 958,314 $ 882,242 Short-term investments 379,629 821,552 Accounts receivable 378,358 419,146 Deferred commission expense 249,298 226,184 Prepaid expenses and other current assets 161,895 100,611 Total current assets 2,127,494 2,449,735 Long-term investments 45,265 136,662 Property and equipment, net 157,126 141,869 Capitalized software development costs, net 232,829 213,794 Right-of-use assets 185,551 200,821 Deferred commission expense, net of current portion 230,561 218,991 Other assets 176,819 165,602 Intangible assets, net 29,359 35,225 Goodwill 319,391 291,452 Total assets $ 3,504,395 $ 3,854,151 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 25,982 $ 24,764 Accrued compensation costs 106,045 99,195 Accrued commissions 122,442 132,003 Accrued expenses and other current liabilities 194,729 166,861 Operating lease liabilities 38,095 39,703 Deferred revenue 1,056,353 1,004,945 Total current liabilities 1,543,646 1,467,471 Operating lease liabilities, net of current portion 198,819 222,602 Deferred revenue, net of current portion 6,377 8,495 Other long-term liabilities 98,825 89,339 Total liabilities 1,847,667 1,787,907 Stockholders’ equity: Common stock 50 53 Treasury stock 6 2 Additional paid-in capital 2,334,513 2,814,843 Accumulated other comprehensive income 165 5,244 Accumulated deficit (678,006 ) (753,898 ) Total stockholders’ equity 1,656,728 2,066,244 Total liabilities and stockholders’ equity $ 3,504,395 $ 3,854,151 Page | 4 Consolidated Statements of Operations(in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues: Subscription $ 894,025 $ 744,532 $ 1,756,289 $ 1,443,260 Professional services and other 17,715 16,334 36,446 31,743 Total revenue 911,740 760,866 1,792,735 1,475,003 Cost of revenues: Subscription 145,957 106,670 274,681 206,900 Professional services and other 14,922 15,491 31,891 30,368 Total cost of revenues 160,879 122,161 306,572 237,268 Gross profit 750,861 638,705 1,486,163 1,237,735 Operating expenses: Research and development 225,823 237,340 460,017 457,438 Sales and marketing 397,707 339,879 784,138 666,578 General and administrative 82,936 84,995 168,576 163,629 Restructuring 1,076 1,105 2,169 2,186 Total operating expenses 707,542 663,319 1,414,900 1,289,831 Income (loss) from operations 43,319 (24,614 ) 71,263 (52,096 ) Other income (expense) Interest income 9,412 18,290 22,296 38,854 Interest expense (395 ) (227 ) (641 ) (872 ) Other (expense) income, net (2,769 ) 1,094 (4,057 ) (1,214 ) Total other income 6,248 19,157 17,598 36,768 Income (loss) before income tax expense 49,567 (5,457 ) 88,861 (15,328 ) Income tax (expense) benefit (6,229 ) 2,199 (12,969 ) (9,723 ) Net income (loss) 43,338 (3,258 ) 75,892 (25,051 ) Net income (loss) per share, basic $ 0.86 $ (0.06 ) $ 1.47 $ (0.48 ) Net income (loss) per share, diluted $ 0.86 $ (0.06 ) $ 1.47 $ (0.48 ) Weighted average common shares used in computing basic net income (loss) per share: 50,569 52,696 51,525 52,427 Weighted average common shares used in computing diluted net income (loss) per share 50,615 52,696 51,564 52,427 Page | 5 Consolidated Statements of Cash Flows(in thousands) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Operating Activities: Net income (loss) $ 43,338 $ (3,258 ) $ 75,892 $ (25,051 ) Adjustments to reconcile net (loss) income to net cash and cash equivalents provided by operating activities Depreciation and amortization 44,396 33,194 84,635 62,024 Stock-based compensation 128,482 140,975 244,227 257,668 Gain on strategic investments (91 ) (1,754 ) (569 ) (1,869 ) Impairment of strategic investments 2,371 — 3,014 1,600 Benefit from deferred income taxes (1,779 ) 121 (1,852 ) (214 ) Amortization of debt discount and issuance costs 146 77 243 577 Accretion of bond discount (3,532 ) (10,595 ) (10,321 ) (24,443 ) Unrealized currency translation 64 (5,494 ) 2,590 (2,777 ) Changes in assets and liabilities Accounts receivable (24,504 ) (15,625 ) 33,934 30,030 Prepaid expenses and other assets 2,670 (23,688 ) (57,849 ) (50,080 ) Deferred commission expense (15,983 ) (22,431 ) (38,075 ) (49,590 ) Right-of-use assets 6,522 6,391 13,924 12,828 Accounts payable (27,775 ) (8,913 ) 3,544 9,121 Accrued expenses and other liabilities 57,373 61,100 32,664 59,876 Operating lease liabilities (10,018 ) (10,204 ) (23,877 ) (17,656 ) Deferred revenue 21,075 24,466 59,456 63,888 Net cash and cash equivalents provided by operating activities 222,755 164,362 421,580 325,932 Investing Activities: Purchases of investments — (155,829 ) (358,691 ) (830,204 ) Maturities of investments 413,094 502,450 900,784 1,305,509 Purchases of property and equipment (19,652 ) (16,025 ) (35,074 ) (29,370 ) Purchases of strategic investments (8,140 ) (7,825 ) (13,932 ) (18,825 ) Purchases of intangible assets — (256 ) (527 ) (256 ) Capitalization of software development costs (39,953 ) (35,436 ) (74,292 ) (65,857 ) Business acquisitions, net of cash acquired (19,108 ) (18,477 ) (27,449 ) (69,833 ) Net cash and cash equivalents provided by investing activities 326,241 268,602 390,819 291,164 Financing Activities: Employee taxes paid related to the net share settlement of stock-based awards (2,219 ) (4,742 ) (5,413 ) (13,812 ) Payment of debt issuance costs — — (2,620 ) — Repayment of 2025 Convertible Notes — (369,243 ) — (459,811 ) Proceeds related to the issuance of common stock under stock plans 6,925 19,356 23,238 38,664 Repurchases of common stock (536,199 ) (125,004 ) (742,880 ) (125,004 ) Net cash and cash equivalents used in financing activities (531,493 ) (479,633 ) (727,675 ) (559,963 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash (3,126 ) 21,486 (8,652 ) 30,046 Net increase in cash, cash equivalents and restricted cash 14,377 (25,183 ) 76,072 87,179 Cash, cash equivalents and restricted cash, beginning of period 946,640 629,082 884,945 516,720 Cash, cash equivalents and restricted cash, end of period $ 961,017 $ 603,899 $ 961,017 $ 603,899 Page | 6 Reconciliation of non-GAAP operating income and operating margin (in thousands, except percentages) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 GAAP operating income (loss) $ 43,319 $ (24,614 ) $ 71,263 $ (52,096 ) Stock-based compensation 128,482 140,975 244,227 257,668 Amortization of acquired intangible assets 3,107 3,006 6,278 5,919 Acquisition related expense 9,358 8,670 18,168 15,751 Restructuring charges 1,076 1,105 2,169 2,186 Non-GAAP operating income $ 185,342 $ 129,142 $ 342,105 $ 229,428 GAAP operating margin 4.8 % (3.2 %) 4.0 % (3.5 %) Non-GAAP operating margin 20.3 % 17.0 % 19.1 % 15.6 % Reconciliation of non-GAAP net income(in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 GAAP net income (loss) $ 43,338 $ (3,258 ) $ 75,892 $ (25,051 ) Stock-based compensation 128,482 140,975 244,227 257,668 Acquisition related expense 9,358 8,670 18,168 15,751 Amortization of acquired intangibles assets 3,107 3,006 6,278 5,919 Restructuring charges 1,076 1,105 2,169 2,186 Non-cash interest expense for amortization of debt issuance costs — 77 — 577 Impairment of (gain on) strategic investments, net 2,280 (1,754 ) 2,445 (269 ) Income tax effects of non-GAAP items (22,852 ) (31,523 ) (41,353 ) (43,578 ) Non-GAAP net income $ 164,789 $ 117,298 $ 307,826 $ 213,203 Non-GAAP net income per share: Basic $ 3.26 $ 2.23 $ 5.97 $ 4.07 Diluted $ 3.26 $ 2.19 $ 5.97 $ 3.96 Shares used in non-GAAP per share calculations Basic 50,569 52,696 51,525 52,427 Diluted 50,615 53,540 51,564 53,779 Page | 7 Reconciliation of non-GAAP expense and expense as a percentage of revenue (in thousands, except percentages) Three Months Ended June 30, 2026 2025 COS, Subs-cription COS, Prof. services & other R&D S&M G&A COS, Subs-cription COS, Prof. services & other R&D S&M G&A GAAP expense $ 145,957 $ 14,922 $ 225,823 $ 397,707 $ 82,936 $ 106,670 $ 15,491 $ 237,340 $ 339,879 $ 84,995 Stock -based compensation (11,758 ) (646 ) (60,681 ) (34,470 ) (20,927 ) (8,190 ) (1,051 ) (70,807 ) (36,587 ) (24,340 ) Amortization of acquired intangible assets (2,378 ) (200 ) (28 ) (501 ) — (2,258 ) (200 ) (9 ) (434 ) (105 ) Acquisition related expense — — (4,660 ) (3,626 ) (1,072 ) — — (7,593 ) (125 ) (952 ) Non-GAAP expense $ 131,821 $ 14,076 $ 160,454 $ 359,110 $ 60,937 $ 96,222 $ 14,240 $ 158,931 $ 302,733 $ 59,598 GAAP expense as a percentage of revenue 16.0 % 1.6 % 24.8 % 43.6 % 9.1 % 14.0 % 2.0 % 31.2 % 44.7 % 11.2 % Non-GAAP expense as a percentage of revenue 14.5 % 1.5 % 17.6 % 39.4 % 6.7 % 12.6 % 1.9 % 20.9 % 39.8 % 7.8 % Six Months Ended June 30, 2026 2025 COS, Subs-cription COS, Prof. services & other R&D S&M G&A COS, Subs-cription COS, Prof. services & other R&D S&M G&A GAAP expense $ 274,681 $ 31,891 $ 460,017 $ 784,138 $ 168,576 $ 206,900 $ 30,368 $ 457,438 $ 666,578 $ 163,629 Stock -based compensation (22,180 ) (1,335 ) (114,490 ) (65,658 ) (40,564 ) (15,887 ) (1,980 ) (127,604 ) (68,192 ) (44,005 ) Amortization of acquired intangible assets (4,760 ) (400 ) (56 ) (957 ) (105 ) (4,436 ) (400 ) (9 ) (864 ) (210 ) Acquisition related expense — — (10,278 ) (4,809 ) (3,081 ) — — (14,479 ) (246 ) (1,026 ) Non-GAAP expense $ 247,741 $ 30,156 $ 335,193 $ 712,714 $ 124,826 $ 186,577 $ 27,988 $ 315,346 $ 597,276 $ 118,388 GAAP expense as a percentage of revenue 15.3 % 1.8 % 25.7 % 43.7 % 9.4 % 14.0 % 2.1 % 31.0 % 45.2 % 11.1 % Non-GAAP expense as a percentage of revenue 13.8 % 1.7 % 18.7 % 39.8 % 7.0 % 12.6 % 1.9 % 21.4 % 40.5 % 8.0 % Page | 8 Reconciliation of non-GAAP subscription margin(in thousands, except percentages) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 GAAP subscription margin $ 748,068 $ 637,862 $ 1,481,608 $ 1,236,360 Stock-based compensation 11,758 8,190 22,180 15,887 Amortization of acquired intangible assets 2,378 2,258 4,760 4,436 Non-GAAP subscription margin $ 762,204 $ 648,310 $ 1,508,548 $ 1,256,683 GAAP subscription margin percentage 83.7 % 85.7 % 84.4 % 85.7 % Non-GAAP subscription margin percentage 85.3 % 87.1 % 85.9 % 87.1 % Reconciliation of free cash flow(in thousands) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 GAAP net cash and cash equivalents provided by operating activities $ 222,755 $ 164,362 $ 421,580 $ 325,932 Purchases of property and equipment (19,652 ) (16,025 ) (35,074 ) (29,370 ) Capitalization of software development costs (39,953 ) (35,436 ) (74,292 ) (65,857 ) Payment of restructuring charges 4,728 3,348 9,393 7,853 Non-GAAP free cash flow $ 167,878 $ 116,249 $ 321,607 $ 238,558 Supplemental disclosures: Holdback payments to key employees related to acquisitions(1) $ 1,565 $ 722 $ 5,711 $ 722 (1) Includes payments related to employee holdbacks pertaining to our acquisitions. The related expenses are recognized within operating expenses over the required service periods. Reconciliation of operating cash flow(in thousands) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 GAAP net cash and cash equivalents provided by operating activities $ 222,755 $ 164,362 $ 421,580 $ 325,932 Payment of restructuring charges 4,728 3,348 9,393 7,853 Non-GAAP operating cash flow $ 227,483 $ 167,710 $ 430,973 $ 333,785 Supplemental disclosures: Holdback payments to key employees related to acquisitions(1) $ 1,565 $ 722 $ 5,711 $ 722 (1) Includes payments related to employee holdbacks pertaining to our acquisitions. The related expenses are recognized within operating expenses over the required service periods. Page | 9 Reconciliation of forecasted non-GAAP operating income(in thousands, except percentages) Three Months Ended September 30, 2026 Year Ended December 31, 2026 GAAP operating income range $37,563-$38,563 $197,156-$201,156 Stock-based compensation 135,055 511,271 Amortization of acquired intangible assets 4,031 14,340 Acquisition related expense 9,314 35,214 Restructuring charges 1,037 4,019 Non-GAAP operating income range $187,000-$188,000 $762,000-$766,000 Non-GAAP operating margin range 20.2% - 20.3% 20.7% - 20.8% Reconciliation of forecasted non-GAAP net income and non-GAAP net income per share (in thousands) Three Months Ended September 30, 2026 Year Ended December 31, 2026 GAAP net income range $33,179-$34,179 $180,004-$184,004 Stock-based compensation 135,055 511,271 Amortization of acquired intangible assets 4,031 14,340 Acquisition related expense 9,314 35,214 Restructuring charges 1,037 4,019 Impairment of strategic investments, net — 2,445 Income tax effects of non-GAAP items (22,416) (85,093) Non-GAAP net income range $160,200-$161,200 $662,200-$666,200 GAAP net income per basic and diluted share $0.67-$0.69 $3.60-$3.68 Non-GAAP net income per diluted share $3.25-$3.27 $13.23-$13.31 Weighted average common shares used in computing GAAP basic net income per share: 49,215 49,962 Weighted average common shares used in computing GAAP and non-GAAP diluted net income per share: 49,281 50,037 HubSpot’s estimates of stock-based compensation, amortization of acquired intangible assets, interest expense for amortization of one-time upfront debt issuance costs, restructuring charges, and income tax effects of non-GAAP items assume, among other things, the occurrence of no additional acquisitions, changes in value of strategic investments, and no further revisions to stock-based compensation and related expenses. Non-GAAP Financial MeasuresWe report our financial results in accordance with accounting principles generally accepted in the United States of America, or GAAP. However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash or non-recurring items when used as a supplement to financial performance measures in accordance with GAAP. These items result from facts and circumstances that vary in frequency and impact on continuing operations. In this release, HubSpot’s non-GAAP operating income, operating margin, subscription margin, expense, expense as a percentage of revenue, net income, operating and free cash flow are not presented in accordance with GAAP and are not intended to be used in lieu of GAAP presentations of results of operations. Page | 10 Calculated billings is defined as total revenue recognized in a period plus the sequential change in total deferred revenue in the corresponding period. Non-GAAP operating cash flow is defined as cash and cash equivalents provided by or used in operating activities plus payment of restructuring charges. Non-GAAP free cash flow is defined as cash and cash equivalents provided by or used in operating activities less purchases of property and equipment and capitalization of software development costs, plus payment of restructuring charges. Although non-GAAP operating cash flow and non-GAAP free cash flow are not residual cash flow available for our discretionary expenditures, we believe information regarding non-GAAP operating cash flow and non-GAAP free cash flow provide useful information to investors in understanding and evaluating the strength of our liquidity and provides a comparable framework for assessing how our business performed when compared to prior periods which were not impacted by restructuring charges paid from operating cash flow. Constant currency amounts are presented to provide a framework for assessing our operating performance excluding the effect of foreign exchange rate fluctuations. To exclude the effect of foreign currency rate fluctuations, current period results for entities reporting in currencies other than U.S. Dollars (“USD”) are converted into USD at the average exchange rates for the comparative period rather than the actual average exchange rates in effect during the respective periods. Management believes that these non-GAAP financial measures provide additional means of evaluating period-over-period operating performance. Specifically, these non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance and comparing this performance to our peers and competitors. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. In addition, it should be noted that these non-GAAP financial measures may be different from non-GAAP measures used by other companies. We intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. Management may, however, utilize other measures to illustrate performance in the future. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included above in this press release. These non-GAAP measures exclude stock-based compensation, amortization of acquired intangible assets, acquisition related expenses, disposition related income, interest expense for the amortization of one-time upfront debt issuance costs, gain or impairment losses on strategic investments, restructuring charges, and account for the income tax effects of the exclusion of these non-GAAP items. We believe investors may want to incorporate the effects of these items in order to compare our financial performance with that of other companies and between time periods: A.Stock-based compensation is a non-cash expense accounted for in accordance with FASB ASC Topic 718. We believe that the exclusion of stock-based compensation expense allows for financial results that are more indicative of our operational performance and provide for a useful comparison of our operating results to prior periods and to our peer companies because stock-based compensation expense varies from period to period and company to company due to such things as differing valuation methodologies and changes in stock price. B.Expense for the amortization of acquired intangible assets is excluded from non-GAAP expense and income measures as HubSpot views amortization of these assets as arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is a non-cash expense that is not typically affected by operations during any particular period. Valuation and subsequent amortization of intangible assets can also be inconsistent in amount Page | 11 and frequency because they can significantly vary based on the timing and size of acquisitions and the inherently subjective nature of the degree to which a purchase price is allocated to intangible assets. We believe that the exclusion of this amortization expense provides for a useful comparison of our operating results to prior periods, for which we have historically excluded amortization expense, and to our peer companies, which commonly exclude acquired intangible asset amortization. It is important to note that although we exclude amortization of acquired intangible assets from our non-GAAP expense and income measures, revenue generated from such intangibles is included within our non-GAAP income measures. The use of these intangible assets contributed to our revenues earned during the periods presented and will contribute to future periods as well. C.Acquisition related expenses, such as transaction costs, retention payments, and holdback payments, and disposition related income, such as proceeds from sale of assets, are transactions that are not necessarily reflective of our operational performance during a period. We believe that the exclusion of these expenses and income provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude these expenses and income. Payments for acquisition related expenses are included in our non-GAAP operating cash flow and free cash flow. D. In June 2020, we issued $460 million of convertible notes due in 2025 with a coupon interest rate of 0.375%. The issuance cost of the debt is amortized as interest expense over the remaining term of the debt. We believe the exclusion of this interest expense for one-time upfront issuance costs provides for a useful comparison of our operating results to prior periods and to our peer companies. The Notes matured in June 2025, and no additional expense has been recognized thereafter. E.Strategic investments consist of non-controlling equity investments in privately held companies. The recognition of gains, impairment losses, or the proportionate share of net earnings can vary significantly across periods and we do not view them to be indicative of our fundamental operating activities and believe the exclusion provides for a useful comparison of our operating results to prior periods and to our peer companies. F.Restructuring charges are related to severance, employee related benefits, facilities and other costs associated with the restructuring plan implemented in January 2023. Restructuring charges fluctuate in amount and frequency and are not reflective of our core business operating results. In addition to the restructuring charges related to facilities we abandoned during the year ended 2023, through 2027, we expect to both incur incremental restructuring charges and make cash payments related to such facilities. The abandonment of facilities is part of the restructuring plan we authorized on January 25, 2023 and is intended to consolidate our lease space and create higher density across our workspaces. The incremental charges we expect to incur relate to continuing costs for the abandoned facilities and are expected to be in the range of $5-6 million. We also expect to make cash payments of approximately $20 million in fixed rent payments for the abandoned facilities that will be made in monthly installments through 2027, for which we have taken the full restructuring charge during the year ended 2023. We plan on excluding both the incremental charges and cash payments and the related restructuring cash rent payments from our non-GAAP earnings, operating cash flow, and free cash flow metrics. We believe exclusion of these charges and cash payments provides useful information to investors in understanding and evaluating the strength of earnings and liquidity and provides a comparable framework for assessing how our business performed when compared to prior periods which were not impacted by excluded restructuring charges paid from operating cash flow. G.The effects of income taxes on non-GAAP items reflect a fixed long-term projected tax rate of 15% to provide better consistency across reporting periods. In 2026, we updated our fixed long-term projected tax rate from 20% to 15% to reflect regulatory changes from the One Big Beautiful Bill that was signed into law on July 4, 2025. To determine this long-term non-GAAP tax rate, we exclude the impact of other non-GAAP adjustments and take into account other factors such as our current operating structure and existing tax positions in various jurisdictions. We will periodically reevaluate this tax rate, as necessary, for significant events such as relevant tax law changes and material changes in our forecasted geographic earnings mix. For a comparison of our prior-year Page | 12 non-GAAP results, as if we had adopted the 15% long-term projected tax rate in 2025, refer to our Form 8-K filed with the SEC on February 11, 2026. Investor Relations Contact:[email protected] Media Contact:[email protected] Page | 13
EX-99.2hubs-ex99_2.htm2,951 charsexpand_more
EX-99.2 3 hubs-ex99_2.htm EX-99.2 EX-99.2 Exhibit 99.2 HubSpot Announces Jerry Dischler Joins Board of DirectorsCAMBRIDGE, MA (August 5, 2026) — HubSpot, Inc. (NYSE: HUBS), the agentic customer platform for scaling companies, announced today that Jerry Dischler has been appointed to the company's Board of Directors, effective August 5, 2026. Dischler brings nearly 20 years of executive experience at Google, most recently leading the development of AI agents for customer service and sales. He joins HubSpot's Board as the company deepens its investment in AI and agentic technology.Dischler is currently a Partner at Angular Ventures, where he invests in early-stage AI and enterprise technology companies. Prior to that, he served as President of Cloud Applications at Google, accelerating the deployment of AI within Google Workspace and leading the development of AI-first business applications.Prior to Cloud Applications, for 15+ years, Dischler also served in various roles of increasing responsibility in Google’s Ads business, most recently serving as Vice President and General Manager of Advertising at Google, where he oversaw all advertising products including search, display, shopping, travel, and video, as well as analytics. In this role, oversaw the launch of Performance Max, the industry's first completely AI-driven advertising product. His experience building AI-powered advertising products at scale maps closely to HubSpot's work of helping businesses attract and engage customers.Before Google, Dischler served as Director of Engineering at Avolent, and also held engineering and leadership roles at Hyperion, Sana Security, and Accenture. Jerry is a remarkable leader who deeply understands both the transformative potential of AI and what it takes to build and scale AI-first products, said Yamini Rangan, CEO of HubSpot. His experience shaping AI-driven product strategy, building products grounded in real customer needs, and turning emerging technology into measurable customer outcomes will be invaluable as HubSpot continues to help scaling companies grow. Jerry is one of the most accomplished AI product leaders in our industry, and we're thrilled to welcome him to our Board. I've seen firsthand how AI reshapes the way businesses connect with their customers, said Dischler. HubSpot has built the platform to make that real at scale, and I'm excited to be part of what comes next. Dischler holds a bachelor's degree from the University of Chicago and an MBA from The Wharton School of Business.About HubSpotHubSpot (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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Event Description

Item 9.01. Financial Statements
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HubSpot, Inc. filed a Form 8-K on August 5, 2026, to furnish two press releases: one announcing its financial results for the quarter ended June 30, 2026, and another announcing the appointment of a new director. The report includes these exhibits and was signed by CFO Kate Bueker.

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Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release of HubSpot, Inc. announcing financial results for the quarter ended June 30, 2026, dated August 5, 2026, furnished herewith 99.2 Press Release of HubSpot, Inc. announcing the appointment of director, dated August 5, 2026, furnished herewith 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 thereunto duly authorized. HubSpot, Inc. August 5, 2026 By: /s/ Kate Bueker Name: Kate Bueker Title: Chief Financial Officer

keid analysis is for reference only and does not constitute investment advice.