Hubspot Inc 8-K, filed Nov 5, 2025
Hubspot Inc (HUBS)
About this 8-K
Hubspot Inc filed this 8-K on November 5, 2025, reporting on events of November 3, 2025.
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(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 |
|
|
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 2.02 Results of Operations and Financial Condition.
On November 5, 2025, HubSpot, Inc. (the “Company”) issued a press release announcing its financial results and other information for the quarter ended September 30, 2025. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information under this Item 2.02, including 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 in such filing.
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 November 3, 2025, the Board of Directors (the "Board") unanimously approved an increase to the size of the Board to 11 directors and the appointment of Clara Shih 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 Ms. Shih’s appointment was November 3, 2025. The term of the Company’s Class III directors, including Ms. Shih, 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. Ms. Shih will not initially join any committees of the Board.
Ms. Shih’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 Ms. Shih in connection with her 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 Ms. Shih was appointed to the Board. There are no family relationships between Ms. Shih and any director or executive officer of the Company, and Ms. Shih 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 November 5, 2025, the Company issued a press release announcing Ms. Shih’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 99.2 and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.2 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 |
|
|
|
Exhibit |
|
Description |
|
|
|
|
Press Release of HubSpot, Inc. dated November 5, 2025 furnished herewith |
|
|
Press Release of HubSpot, Inc. dated November 5, 2025 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. |
|
|
|
|
|
November 5, 2025 |
|
By: |
/s/ Kate Bueker |
|
|
|
Name: Kate Bueker |
|
|
|
Title: Chief Financial Officer |
Exhibit 99.1
HubSpot Reports Q3 2025 Results
CAMBRIDGE, MA (November 5, 2025) — HubSpot, Inc. (NYSE: HUBS), the customer platform for scaling companies, today announced financial results for the third quarter ended September 30, 2025.
Financial Highlights:
Revenue
Operating Income (Loss)
Net Income
Balance Sheet and Cash Flow
Additional Recent Business Highlights
Page | 1
“Q3 was another solid quarter of continued customer expansion and revenue growth,” said Yamini Rangan, Chief Executive Officer at HubSpot. “Our AI strategy is working, and customers are seeing value. Customer Agent and Prospecting Agent are delivering results, while our embedded AI features are helping teams work smarter. A highlight of Q3 was our annual INBOUND conference, where we released over 200 new product innovations and launched the Loop, a new growth playbook for the AI era. Customers are turning to HubSpot to drive AI innovation, consolidate tech stacks, and reduce their total cost of ownership. We’re innovating rapidly, reimagining our platform to be AI-first, and laser-focused on execution. Heading into Q4, we’re well-positioned to deliver durable, long-term growth.”
Business Outlook
Based on information available as of November 5, 2025, HubSpot is issuing guidance for the fourth quarter and full year of 2025 as indicated below.
Fourth Quarter 2025:
Full Year 2025:
Use of Non-GAAP Financial Measures
In 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
HubSpot will host a conference call on Wednesday, November 5, 2025 at 4:30 p.m. Eastern Time (ET) to discuss the company’s third quarter 2025 financial results and its business outlook. To register for this conference call, please use this dial in registration link or visit HubSpot's Investor Relations website at ir.hubspot.com. After registering, a confirmation email will be sent, including dial-in details and a unique code for entry. Participants who wish to register for the conference call webcast please use this link.
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 as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.
About HubSpot
HubSpot is the customer platform that helps businesses connect and grow better. HubSpot delivers seamless connection for
Page | 2
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 Statements
This 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 and operational expenditures, expected growth, foreign currency movement, and business outlook, including our financial guidance for the fourth fiscal quarter of and full year 2025 and our long-term financial framework; statements regarding our positioning for future growth and market leadership; statements regarding the economic environment; and statements regarding expected market trends, future priorities and related investments, and market opportunities. 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; 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; 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 SEC 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)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
614,352 |
|
|
$ |
512,667 |
|
Short-term investments |
|
|
871,547 |
|
|
|
1,556,828 |
|
Accounts receivable |
|
|
314,510 |
|
|
|
334,829 |
|
Deferred commission expense |
|
|
203,848 |
|
|
|
148,693 |
|
Prepaid expenses and other current assets |
|
|
110,076 |
|
|
|
80,586 |
|
Total current assets |
|
|
2,114,333 |
|
|
|
2,633,603 |
|
Long-term investments |
|
|
172,214 |
|
|
|
154,212 |
|
Property and equipment, net |
|
|
137,391 |
|
|
|
114,165 |
|
Capitalized software development costs, net |
|
|
206,659 |
|
|
|
154,484 |
|
Right-of-use assets |
|
|
207,225 |
|
|
|
216,230 |
|
Deferred commission expense, net of current portion |
|
|
196,300 |
|
|
|
160,814 |
|
Other assets |
|
|
156,530 |
|
|
|
115,254 |
|
Intangible assets, net |
|
|
36,918 |
|
|
|
37,563 |
|
Goodwill |
|
|
274,788 |
|
|
|
209,508 |
|
Total assets |
|
$ |
3,502,358 |
|
|
$ |
3,795,833 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
24,873 |
|
|
$ |
3,649 |
|
Accrued compensation costs |
|
|
106,503 |
|
|
|
67,442 |
|
Accrued commissions |
|
|
109,625 |
|
|
|
102,043 |
|
Accrued expenses and other current liabilities |
|
|
154,178 |
|
|
|
125,135 |
|
Operating lease liabilities |
|
|
38,705 |
|
|
|
32,693 |
|
Convertible senior notes |
|
|
— |
|
|
|
458,184 |
|
Deferred revenue |
|
|
882,099 |
|
|
|
784,253 |
|
Total current liabilities |
|
|
1,315,983 |
|
|
|
1,573,399 |
|
Operating lease liabilities, net of current portion |
|
|
233,232 |
|
|
|
254,539 |
|
Deferred revenue, net of current portion |
|
|
6,669 |
|
|
|
3,969 |
|
Other long-term liabilities |
|
|
90,632 |
|
|
|
55,640 |
|
Total liabilities |
|
|
1,646,516 |
|
|
|
1,887,547 |
|
Stockholders’ equity: |
|
|
|
|
|
|
||
Common stock |
|
|
52 |
|
|
|
52 |
|
Treasury stock |
|
|
2 |
|
|
|
— |
|
Additional paid-in capital |
|
|
2,658,305 |
|
|
|
2,713,697 |
|
Accumulated other comprehensive income (loss) |
|
|
5,807 |
|
|
|
(5,654 |
) |
Accumulated deficit |
|
|
(808,324 |
) |
|
|
(799,809 |
) |
Total stockholders’ equity |
|
|
1,855,842 |
|
|
|
1,908,286 |
|
Total liabilities and stockholders’ equity |
|
$ |
3,502,358 |
|
|
$ |
3,795,833 |
|
Page | 4
Consolidated Statements of Operations
(in thousands, except per share data)
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||
Subscription |
$ |
791,678 |
|
|
$ |
654,738 |
|
|
$ |
2,234,937 |
|
|
$ |
1,882,241 |
|
Professional services and other |
|
17,840 |
|
|
|
14,983 |
|
|
|
49,583 |
|
|
|
42,124 |
|
Total revenue |
|
809,518 |
|
|
|
669,721 |
|
|
|
2,284,520 |
|
|
|
1,924,365 |
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||
Subscription |
|
117,025 |
|
|
|
85,066 |
|
|
|
323,925 |
|
|
|
247,408 |
|
Professional services and other |
|
16,493 |
|
|
|
14,258 |
|
|
|
46,861 |
|
|
|
42,520 |
|
Total cost of revenues |
|
133,518 |
|
|
|
99,324 |
|
|
|
370,786 |
|
|
|
289,928 |
|
Gross profit |
|
676,000 |
|
|
|
570,397 |
|
|
|
1,913,734 |
|
|
|
1,634,437 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
227,714 |
|
|
|
191,185 |
|
|
|
685,151 |
|
|
|
565,001 |
|
Sales and marketing |
|
355,268 |
|
|
|
309,928 |
|
|
|
1,021,844 |
|
|
|
904,010 |
|
General and administrative |
|
80,747 |
|
|
|
77,928 |
|
|
|
244,380 |
|
|
|
219,380 |
|
Restructuring |
|
1,037 |
|
|
|
987 |
|
|
|
3,222 |
|
|
|
2,847 |
|
Total operating expenses |
|
664,766 |
|
|
|
580,028 |
|
|
|
1,954,597 |
|
|
|
1,691,238 |
|
Income (loss) from operations |
|
11,234 |
|
|
|
(9,631 |
) |
|
|
(40,863 |
) |
|
|
(56,801 |
) |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
14,252 |
|
|
|
21,780 |
|
|
|
53,106 |
|
|
|
60,877 |
|
Interest expense |
|
(4 |
) |
|
|
(936 |
) |
|
|
(876 |
) |
|
|
(2,772 |
) |
Other income (expense) |
|
(2,346 |
) |
|
|
(565 |
) |
|
|
(3,560 |
) |
|
|
14,381 |
|
Total other income |
|
11,902 |
|
|
|
20,279 |
|
|
|
48,670 |
|
|
|
72,486 |
|
Income before income tax expense |
|
23,136 |
|
|
|
10,648 |
|
|
|
7,807 |
|
|
|
15,685 |
|
Income tax expense |
|
(6,600 |
) |
|
|
(2,502 |
) |
|
|
(16,322 |
) |
|
|
(16,040 |
) |
Net income (loss) |
$ |
16,536 |
|
|
$ |
8,146 |
|
|
$ |
(8,515 |
) |
|
$ |
(355 |
) |
Net income (loss) per share, basic |
$ |
0.31 |
|
|
$ |
0.16 |
|
|
$ |
(0.16 |
) |
|
$ |
(0.01 |
) |
Net income (loss) income per share, diluted |
$ |
0.31 |
|
|
$ |
0.16 |
|
|
$ |
(0.16 |
) |
|
$ |
(0.01 |
) |
Weighted average common shares used in computing |
|
52,507 |
|
|
|
51,354 |
|
|
|
52,454 |
|
|
|
51,017 |
|
Weighted average common shares used in computing |
|
52,671 |
|
|
|
51,778 |
|
|
|
52,454 |
|
|
|
51,017 |
|
Page | 5
Consolidated Statements of Cash Flows
(in thousands)
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
$ |
16,536 |
|
|
$ |
8,146 |
|
|
$ |
(8,515 |
) |
|
$ |
(355 |
) |
Adjustments to reconcile net (loss) income to net cash and cash equivalents provided |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
35,702 |
|
|
|
25,009 |
|
|
|
97,726 |
|
|
|
68,447 |
|
Stock-based compensation |
|
138,086 |
|
|
|
130,266 |
|
|
|
395,754 |
|
|
|
370,382 |
|
Gain on strategic investments |
|
(117 |
) |
|
|
(99 |
) |
|
|
(1,986 |
) |
|
|
(18,555 |
) |
Impairment of strategic investments |
|
2,075 |
|
|
|
— |
|
|
|
3,675 |
|
|
|
4,094 |
|
Provision for (benefit from) deferred income taxes |
|
(56 |
) |
|
|
(399 |
) |
|
|
(270 |
) |
|
|
(611 |
) |
Amortization of debt discount and issuance costs |
|
— |
|
|
|
499 |
|
|
|
577 |
|
|
|
1,501 |
|
Accretion of bond discount |
|
(8,979 |
) |
|
|
(13,614 |
) |
|
|
(33,422 |
) |
|
|
(36,694 |
) |
Unrealized currency translation |
|
942 |
|
|
|
(2,429 |
) |
|
|
(1,835 |
) |
|
|
(3,377 |
) |
Changes in assets and liabilities |
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts receivable |
|
5,780 |
|
|
|
(4,561 |
) |
|
|
35,810 |
|
|
|
13,861 |
|
Prepaid expenses and other assets |
|
12,871 |
|
|
|
18,622 |
|
|
|
(37,209 |
) |
|
|
(8,606 |
) |
Deferred commission expense |
|
(23,563 |
) |
|
|
(21,341 |
) |
|
|
(73,153 |
) |
|
|
(61,425 |
) |
Right-of-use assets |
|
6,493 |
|
|
|
6,077 |
|
|
|
19,321 |
|
|
|
26,461 |
|
Accounts payable |
|
11,010 |
|
|
|
1,667 |
|
|
|
20,131 |
|
|
|
1,449 |
|
Accrued expenses and other liabilities |
|
1,741 |
|
|
|
24,273 |
|
|
|
61,617 |
|
|
|
39,322 |
|
Operating lease liabilities |
|
(8,645 |
) |
|
|
(9,402 |
) |
|
|
(26,301 |
) |
|
|
(32,555 |
) |
Deferred revenue |
|
(2,521 |
) |
|
|
(3,172 |
) |
|
|
61,367 |
|
|
|
41,119 |
|
Net cash and cash equivalents provided by operating activities |
|
187,355 |
|
|
|
159,542 |
|
|
|
513,287 |
|
|
|
404,458 |
|
Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Purchases of investments |
|
(354,795 |
) |
|
|
(834,621 |
) |
|
|
(1,184,999 |
) |
|
|
(1,486,338 |
) |
Maturities of investments |
|
580,428 |
|
|
|
305,960 |
|
|
|
1,885,937 |
|
|
|
1,155,555 |
|
Sale of investments |
— |
|
|
|
1,997 |
|
|
— |
|
— |
|
1,997 |
|
||
Purchases of property and equipment |
|
(10,345 |
) |
|
|
(11,131 |
) |
|
|
(39,715 |
) |
|
|
(25,213 |
) |
Purchases of strategic investments |
|
(8,922 |
) |
|
|
(7,939 |
) |
|
|
(27,747 |
) |
|
|
(11,566 |
) |
Purchases of intangible assets |
|
(23 |
) |
|
— |
|
|
|
(279 |
) |
|
— |
|
||
Capitalization of software development costs |
|
(34,498 |
) |
|
|
(23,646 |
) |
|
|
(100,355 |
) |
|
|
(66,721 |
) |
Business acquisitions, net of cash acquired |
|
(1,638 |
) |
|
— |
|
|
|
(71,471 |
) |
|
— |
|
||
Proceeds from net working capital settlement |
— |
|
|
— |
|
|
— |
|
|
|
1,933 |
|
|||
Net cash and cash equivalents provided by (used in) investing activities |
|
170,207 |
|
|
|
(569,380 |
) |
|
|
461,371 |
|
|
|
(430,353 |
) |
Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Employee taxes paid related to the net share settlement of stock-based awards |
|
(4,364 |
) |
|
|
(4,293 |
) |
|
|
(18,176 |
) |
|
|
(17,777 |
) |
Repayment of 2025 Convertible Notes |
— |
|
|
— |
|
|
|
(459,811 |
) |
|
— |
|
|||
Proceeds related to the issuance of common stock under stock plans |
|
24,053 |
|
|
|
15,967 |
|
|
|
62,717 |
|
|
|
61,211 |
|
Repurchases of common stock |
|
(360,269 |
) |
|
— |
|
|
|
(485,273 |
) |
|
— |
|
||
Net cash and cash equivalents (used in) provided by financing activities |
|
(340,580 |
) |
|
|
11,674 |
|
|
|
(900,543 |
) |
|
|
43,434 |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
(3,826 |
) |
|
|
10,349 |
|
|
|
26,220 |
|
|
|
4,534 |
|
Net increase in cash, cash equivalents and restricted cash |
|
13,156 |
|
|
|
(387,815 |
) |
|
|
100,335 |
|
|
|
22,073 |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
603,899 |
|
|
|
801,928 |
|
|
|
516,720 |
|
|
|
392,040 |
|
Cash, cash equivalents and restricted cash, end of period |
$ |
617,055 |
|
|
$ |
414,113 |
|
|
$ |
617,055 |
|
|
$ |
414,113 |
|
Page | 6
Reconciliation of non-GAAP operating income and operating margin
(in thousands, except percentages)
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
||||
GAAP operating income (loss) |
$ |
11,234 |
|
$ |
(9,631 |
) |
|
$ |
(40,863 |
) |
$ |
(56,801 |
) |
Stock-based compensation |
|
138,086 |
|
|
130,266 |
|
|
|
395,754 |
|
|
370,382 |
|
Amortization of acquired intangible assets |
|
3,107 |
|
|
2,344 |
|
|
|
9,027 |
|
|
7,029 |
|
Acquisition related expense |
|
8,000 |
|
|
1,243 |
|
|
|
23,752 |
|
|
3,634 |
|
Restructuring charges |
|
1,037 |
|
|
987 |
|
|
|
3,222 |
|
|
2,847 |
|
Non-GAAP operating income |
$ |
161,464 |
|
$ |
125,209 |
|
|
$ |
390,892 |
|
$ |
327,091 |
|
|
|
|
|
|
|
|
|
|
|
||||
GAAP operating margin |
|
1.4 |
% |
|
(1.4 |
%) |
|
|
(1.8 |
%) |
|
(3.0 |
%) |
Non-GAAP operating margin |
|
19.9 |
% |
|
18.7 |
% |
|
|
17.1 |
% |
|
17.0 |
% |
Reconciliation of non-GAAP net income
(in thousands, except per share amounts)
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
||||
GAAP net income (loss) |
$ |
16,536 |
|
$ |
8,146 |
|
|
$ |
(8,515 |
) |
$ |
(355 |
) |
Stock-based compensation |
|
138,086 |
|
|
130,266 |
|
|
|
395,754 |
|
|
370,382 |
|
Acquisition related expense |
|
8,000 |
|
|
1,243 |
|
|
|
23,752 |
|
|
3,634 |
|
Amortization of acquired intangibles assets |
|
3,107 |
|
|
2,344 |
|
|
|
9,027 |
|
|
7,029 |
|
Restructuring charges |
|
1,037 |
|
|
987 |
|
|
|
3,222 |
|
|
2,847 |
|
Non-cash interest expense for amortization of debt issuance costs |
|
— |
|
|
499 |
|
|
|
577 |
|
|
1,501 |
|
Impairment of (gain on) strategic investments, net |
|
1,958 |
|
|
(239 |
) |
|
|
1,689 |
|
|
(14,547 |
) |
Income tax effects of non-GAAP items |
|
(28,465 |
) |
|
(26,648 |
) |
|
|
(72,044 |
) |
|
(61,266 |
) |
Non-GAAP net income |
$ |
140,259 |
|
$ |
116,598 |
|
|
$ |
353,462 |
|
$ |
309,225 |
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP net income per share: |
|
|
|
|
|
|
|
|
|
||||
Basic |
$ |
2.67 |
|
$ |
2.27 |
|
|
$ |
6.74 |
|
$ |
6.06 |
|
Diluted |
$ |
2.66 |
|
$ |
2.18 |
|
|
$ |
6.62 |
|
$ |
5.80 |
|
Shares used in non-GAAP per share calculations |
|
|
|
|
|
|
|
|
|
||||
Basic |
|
52,507 |
|
|
51,354 |
|
|
|
52,454 |
|
|
51,017 |
|
Diluted (1) |
|
52,671 |
|
|
53,402 |
|
|
|
53,410 |
|
|
53,300 |
|
(1) The non-GAAP diluted share count includes shares related to our 2025 Notes using the if converted method. The GAAP diluted share count excludes shares related to our 2025 Notes using the if converted method because inclusion of those shares would be anti-dilutive.
Page | 7
Reconciliation of non-GAAP expense and expense as a percentage of revenue
(in thousands, except percentages)
|
Three Months Ended September 30, |
|
|||||||||||||||||||||||||||||
|
2025 |
|
|
2024 |
|
||||||||||||||||||||||||||
|
COS, Subs- |
|
COS, Prof. services & other |
|
R&D |
|
S&M |
|
G&A |
|
|
COS, Subs- |
|
COS, Prof. services & other |
|
R&D |
|
S&M |
|
G&A |
|
||||||||||
GAAP expense |
$ |
117,025 |
|
$ |
16,493 |
|
$ |
227,714 |
|
$ |
355,268 |
|
$ |
80,747 |
|
|
$ |
85,066 |
|
$ |
14,258 |
|
$ |
191,185 |
|
$ |
309,928 |
|
$ |
77,928 |
|
Stock -based compensation |
|
(9,265 |
) |
|
(1,133 |
) |
|
(68,158 |
) |
|
(36,539 |
) |
|
(22,991 |
) |
|
|
(6,408 |
) |
|
(1,113 |
) |
|
(62,595 |
) |
|
(36,218 |
) |
|
(23,932 |
) |
Amortization of acquired |
|
(2,304 |
) |
|
(200 |
) |
|
(28 |
) |
|
(470 |
) |
|
(105 |
) |
|
|
(1,882 |
) |
|
— |
|
|
— |
|
|
(357 |
) |
|
(105 |
) |
Acquisition related expense |
|
— |
|
|
— |
|
|
(8,044 |
) |
|
(128 |
) |
|
172 |
|
|
|
— |
|
|
— |
|
|
(764 |
) |
|
— |
|
|
(479 |
) |
Non-GAAP expense |
$ |
105,456 |
|
$ |
15,160 |
|
$ |
151,484 |
|
$ |
318,131 |
|
$ |
57,823 |
|
|
$ |
76,776 |
|
$ |
13,145 |
|
$ |
127,826 |
|
$ |
273,353 |
|
$ |
53,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP expense as a |
|
14.5 |
% |
|
2.0 |
% |
|
28.1 |
% |
|
43.9 |
% |
|
10.0 |
% |
|
|
12.7 |
% |
|
2.1 |
% |
|
28.5 |
% |
|
46.3 |
% |
|
11.6 |
% |
Non-GAAP expense as a |
|
13.0 |
% |
|
1.9 |
% |
|
18.7 |
% |
|
39.3 |
% |
|
7.1 |
% |
|
|
11.5 |
% |
|
2.0 |
% |
|
19.1 |
% |
|
40.8 |
% |
|
8.0 |
% |
|
Nine Months Ended September 30, |
|
|||||||||||||||||||||||||||||
|
2025 |
|
|
2024 |
|
||||||||||||||||||||||||||
|
COS, Subs- |
|
COS, Prof. services & other |
|
R&D |
|
S&M |
|
G&A |
|
|
COS, Subs- |
|
COS, Prof. services & other |
|
R&D |
|
S&M |
|
G&A |
|
||||||||||
GAAP expense |
$ |
323,925 |
|
$ |
46,861 |
|
$ |
685,151 |
|
$ |
1,021,844 |
|
$ |
244,380 |
|
|
$ |
247,408 |
|
$ |
42,520 |
|
$ |
565,001 |
|
$ |
904,010 |
|
$ |
219,380 |
|
Stock -based compensation |
|
(25,152 |
) |
|
(3,113 |
) |
|
(195,762 |
) |
|
(104,731 |
) |
|
(66,996 |
) |
|
|
(16,811 |
) |
|
(3,328 |
) |
|
(177,914 |
) |
|
(107,543 |
) |
|
(64,786 |
) |
Amortization of acquired |
|
(6,740 |
) |
|
(600 |
) |
|
(38 |
) |
|
(1,334 |
) |
|
(315 |
) |
|
|
(5,643 |
) |
|
— |
|
|
— |
|
|
(1,071 |
) |
|
(315 |
) |
Acquisition related expense |
|
— |
|
|
— |
|
|
(22,524 |
) |
|
(374 |
) |
|
(854 |
) |
|
|
— |
|
|
— |
|
|
(2,520 |
) |
|
— |
|
|
(1,114 |
) |
Non-GAAP expense |
$ |
292,033 |
|
$ |
43,148 |
|
$ |
466,827 |
|
$ |
915,405 |
|
$ |
176,215 |
|
|
$ |
224,954 |
|
$ |
39,192 |
|
$ |
384,567 |
|
$ |
795,396 |
|
$ |
153,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP expense as a |
|
14.2 |
% |
|
2.1 |
% |
|
30.0 |
% |
|
44.7 |
% |
|
10.7 |
% |
|
|
12.9 |
% |
|
2.2 |
% |
|
29.4 |
% |
|
47.0 |
% |
|
11.4 |
% |
Non-GAAP expense as a |
|
12.8 |
% |
|
1.9 |
% |
|
20.4 |
% |
|
40.1 |
% |
|
7.7 |
% |
|
|
11.7 |
% |
|
2.0 |
% |
|
20.0 |
% |
|
41.3 |
% |
|
8.0 |
% |
Page | 8
Reconciliation of non-GAAP subscription margin
(in thousands, except percentages)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||
|
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
||||
GAAP subscription margin |
|
$ |
674,653 |
|
$ |
569,672 |
|
|
$ |
1,911,012 |
|
$ |
1,634,833 |
|
Stock-based compensation |
|
|
9,265 |
|
|
6,408 |
|
|
|
25,152 |
|
|
16,811 |
|
Amortization of acquired intangible assets |
|
|
2,304 |
|
|
1,882 |
|
|
|
6,740 |
|
|
5,643 |
|
Non-GAAP subscription margin |
|
$ |
686,222 |
|
$ |
577,962 |
|
|
$ |
1,942,904 |
|
$ |
1,657,287 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GAAP subscription margin percentage |
|
|
85.2 |
% |
|
87.0 |
% |
|
|
85.5 |
% |
|
86.9 |
% |
Non-GAAP subscription margin percentage |
|
|
86.7 |
% |
|
88.3 |
% |
|
|
86.9 |
% |
|
88.0 |
% |
Reconciliation of free cash flow |
|
|
|
|
|
|
|
|
|
|||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||
|
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
||||
GAAP net cash and cash equivalents provided by operating activities |
|
$ |
187,355 |
|
$ |
159,542 |
|
|
$ |
513,287 |
|
$ |
404,458 |
|
Purchases of property and equipment |
|
|
(10,345 |
) |
|
(11,131 |
) |
|
|
(39,715 |
) |
|
(25,213 |
) |
Capitalization of software development costs |
|
|
(34,498 |
) |
|
(23,646 |
) |
|
|
(100,355 |
) |
|
(66,721 |
) |
Payment of restructuring charges |
|
|
4,425 |
|
|
4,466 |
|
|
|
12,278 |
|
|
12,537 |
|
Non-GAAP free cash flow |
|
$ |
146,937 |
|
$ |
129,231 |
|
|
$ |
385,495 |
|
$ |
325,061 |
|
Reconciliation of operating cash flow
(in thousands)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||
|
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
||||
GAAP net cash and cash equivalents provided by operating activities |
|
$ |
187,355 |
|
$ |
159,542 |
|
|
$ |
513,287 |
|
$ |
404,458 |
|
Payment of restructuring charges |
|
|
4,425 |
|
|
4,466 |
|
|
|
12,278 |
|
|
12,537 |
|
Non-GAAP operating cash flow |
|
$ |
191,780 |
|
$ |
164,008 |
|
|
$ |
525,565 |
|
$ |
416,995 |
|
Reconciliation of forecasted non-GAAP operating income |
|
|
|
|
|
||
|
Three Months Ended |
|
|
Year Ended |
|
||
GAAP operating income (loss) range |
$39,114-$40,114 |
|
|
($1,641)-($641) |
|
||
Stock-based compensation |
|
134,179 |
|
|
|
529,933 |
|
Amortization of acquired intangible assets |
|
3,108 |
|
|
|
12,135 |
|
Acquisition related expense |
|
5,501 |
|
|
|
29,253 |
|
Restructuring charges |
|
1,098 |
|
|
|
4,320 |
|
Non-GAAP operating income range |
$183,000-$184,000 |
|
|
$574,000-$575,000 |
|
||
Page | 9
Reconciliation of forecasted non-GAAP net income and non-GAAP net income per share |
|
||||||
|
|
|
|
|
|
||
|
Three Months Ended |
|
|
Year Ended |
|
||
GAAP net income range |
$40,641-$41,891 |
|
|
$33,673-$34,923 |
|
||
Stock-based compensation |
|
134,179 |
|
|
|
529,933 |
|
Amortization of acquired intangible assets |
|
3,108 |
|
|
|
12,135 |
|
Acquisition related expense |
|
5,501 |
|
|
|
29,253 |
|
Non-cash interest expense for amortization of debt issuance costs |
|
— |
|
|
|
577 |
|
Restructuring charges |
|
1,098 |
|
|
|
4,320 |
|
Impairment of strategic investments, net |
|
— |
|
|
|
1,689 |
|
Income tax effects of non-GAAP items |
(28,227)-(28,477) |
|
|
(100,580)-(100,830) |
|
||
Non-GAAP net income range |
$156,300-$157,300 |
|
|
$511,000-$512,000 |
|
||
|
|
|
|
|
|
||
GAAP net income per basic and diluted share |
$0.77-$0.80 |
|
|
$0.64-$0.67 |
|
||
Non-GAAP net income per diluted share |
$2.97-$2.99 |
|
|
$9.60-$9.62 |
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Weighted average common shares used in computing GAAP basic and diluted net income per share: |
|
52,488 |
|
|
|
52,461 |
|
Weighted average common shares used in computing non-GAAP diluted net income per share: |
|
52,655 |
|
|
|
53,220 |
|
HubSpot’s estimates of stock-based compensation, amortization of acquired intangible assets, non-cash interest expense for amortization of 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 Measures
We 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.
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.
Page | 10
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, non-cash interest expense for the amortization of 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:
Page | 11
Investor Relations Contact:
investors@hubspot.com
Media Contact:
media@hubspot.com
Page | 12
Exhibit 99.2
HubSpot Announces Clara Shih Joins Board of Directors
CAMBRIDGE, MA (November 5, 2025) — HubSpot, Inc. (NYSE: HUBS), the customer platform for scaling companies, announced today that Clara Shih, Head of the Business AI Group at Meta, has been appointed to the company’s Board of Directors, effective November 3, 2025. Shih brings leadership experience in artificial intelligence, enterprise software, and Customer Relationship Management, helping global businesses adopt and scale emerging technologies.
Shih joins HubSpot’s board as the company continues to innovate with AI across marketing, sales, and service, transforming how small and medium businesses scale.
At Meta, Shih started and leads the company’s Business AI Group, responsible for building and monetizing AI products for the over 200 million businesses across Facebook, Instagram, and WhatsApp. She also oversees product and engineering for the generative AI backend platform that supports Meta’s monetization ecosystem. Prior to Meta, Shih served as CEO of Salesforce AI and CEO of Service Cloud, where she led product, GTM, and business transformation. In this role, she drove Salesforce’s shift into generative AI and scaled Service Cloud to become the company’s largest product line. Earlier in her career, Shih founded and led Hearsay Systems (now part of Yext), a global SaaS company helping financial services professionals deepen client relationships through digital and AI-powered engagement.
A technology pioneer and industry voice on responsible AI, Shih has been named to the TIME100 AI list, Fast Company’s “Most Influential People in Technology,” and recognized as a Young Global Leader by the World Economic Forum. She also served on the Starbucks Board of Directors from 2011 to 2023 and is an advisor and investor in several AI and enterprise startups.
“Clara is a remarkable leader who deeply understands both the transformative potential of AI and the realities of how go-to-market teams operate,” said Yamini Rangan, CEO of HubSpot. “Her experience building and scaling AI products, from foundational model platforms to customer-facing applications, will be invaluable as HubSpot continues to embed AI across our customer platform. Clara is one of the most forward-thinking leaders in tech, and we’re thrilled to welcome her to our board.”
“HubSpot has a unique opportunity to help millions of scaling businesses harness the power of AI to drive growth,” said Clara Shih. “I’ve long admired HubSpot’s customer-first philosophy and product innovation, and I’m excited to work with Yamini, the board, and the leadership team to help shape this next chapter.”
Shih holds B.S. and M.S. degrees in Computer Science from Stanford University and an M.S. from Oxford University, where she studied as a Marshall Scholar.
About HubSpot
HubSpot (NYSE: HUBS) is the 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.