Hubspot reports $947.57 million revenue for Q3 2026

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FOR THE QUARTERLY PERIOD ENDED June September 30, 2026

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There were 49,866,201 48,836,461 shares of the registrant's Common Stock issued and outstanding as of July 31, October 30, 2026.

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Unaudited Consolidated Financial Statements 5 changes

Unaudited Consolidated Balance Sheets as of June September 30, 2026 and December 31, 2025

Unaudited Consolidated Statements of Operations for the Three and Six Nine Months Ended June September 30, 2026 and 2025

Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Nine Months Ended June September 30, 2026 and 2025

Unaudited Consolidated Statement Statements of Stockholders' Equity for the Three and Six Nine Months Ended June September 30, 2026 and 2025

Unaudited Consolidated Statements of Cash Flows for the Six Nine Months Ended June September 30, 2026 and 2025

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Forward-looking statements 5 changes

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• our expectations regarding the impact of current demand and pricing headwinds, including changes in customer buying behavior for AI solutions and the recent changes we made to our product, pricing and go-to-market approach;

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• our expectations regarding the benefits of and timing of completion of the 2026 Restructuring Plan and the expected costs and charges of the 2026 Restructuring Plan;

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• Economic uncertainty, including from changes in trade policies, trade wars, tariffs, retaliatory trade measures or other trade restrictions or the threat of such actions, may lead to decreased demand for our products and services and otherwise harm our business and results of operations.

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• Our stock price may be volatile and you may be unable to sell your shares at or above the price you purchased them.

• Our 2026 Restructuring Plan and associated organizational changes may not adequately create a flatter, faster organization that delivers better customer outcomes, may not adequately drive long-term growth and profitability, may lead to additional workforce attrition, and may cause operational disruptions.

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Financial statements 128 changes

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Accounts receivable — net of allowance for doubtful accounts of $ 7,285 7,119 at June September 30, 2026, and $ 6,825 at December 31, 2025

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Common stock, $ 0.001 par value— 500,000 shares authorized; 55,402 55,712 and 54,832 shares issued; 49,658 48,838 and 52,555 shares outstanding at June September 30, 2026, and

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Treasury stock, $ 0.001 par value— 5,744 6,874 and 2,277 shares held at June September 30, 2026, and December 31, 2025, respectively

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Accumulated other comprehensive (loss) income

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For the Six Months Ended June 30,

For the Three Months Ended June September 30,

For the Nine Months Ended September 30,

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Other (expense) income, net

Income tax (expense) benefit

Other income (expense), net

Income (loss) before income tax expense

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For the Six Months Ended June 30,

For the Three Months Ended June September 30,

For the Nine Months Ended September 30,

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income taxes of $ 109 and $ 176 for the three and six

months ended June 30, 2026, and $ 145 and $ 192 for the

three and six months ended June 30, 2025

Changes in unrealized (loss) income on investments, net of income

of income taxes of $ 0 for the three and six nine months ended

June ended September 30, 2026, and 2025

Changes in unrealized (loss) income on cash flow hedges, net of

net of income taxes of $ 31 and $ 207 for the three and nine months ended September 30, 2026, and ($ 51 ) and ($ 243 )

for the three and nine months ended September 30, 2025

Comprehensive income (loss)

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Other comprehensive income, loss,

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Issuance of common stock under

Restricted stock units taxes paid

Repurchases of common stock

Stock-based compensation

Other comprehensive loss,

Balances at September 30, 2026

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Issuance of common stock under

Restricted stock units taxes paid

Repurchases of common stock

Stock-based compensation

Other comprehensive income,

Balances at September 30, 2025

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For the Six Months Ended June 30,

For the Nine Months Ended September 30,

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Net cash and cash equivalents provided by operating activities ( 358,691 ( 830,204 1,184,999

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Employee taxes paid related to the net share settlement of stock-based awards ( 5,413 7,482 ( 13,812 18,176 ( 2,620

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Proceeds related to the issuance of common stock under stock plans ( 742,880 973,690 ( 125,004 485,273

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Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 8,652 8,747

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Repurchases of common stock in accrued expenses

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Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue. $ 554.1 582.5 million of revenue was recognized during the three months ended June September 30, 2026 that was included in deferred revenue at the beginning of the period. $ 776.7 936.0 million of revenue was recognized during the six nine months ended June September 30, 2026 that was included in deferred revenue at the beginning of the period. As of June September 30, 2026 , approximately $ 1.7 1.8 billion of revenue is expected to be recognized from remaining performance obligations for contracts with original performance obligations that exceed one year . The Company expects to recognize revenue on approximately 89 90 % of these remaining performance obligations over the next 24 months , with the balance recognized thereafter.

Additional contract liabilities of $ 7.5 8.9 million and $ 5.9 million were included in accrued expenses and other current liabilities on the consolidated balance sheet as of June September 30, 2026 and December 31, 2025.

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Deferred commission expense during the three months ended June September 30, 2026 increased by $ 15.4 11.6 million as a result of deferring incremental costs of obtaining a contract of $ 86.4 84.8 million and was offset by amortization of $ 71.0 73.2 million during the same period. Deferred commission expense during the six nine months ended June September 30, 2026 increased by $ 34.7 46.3 million as a result of deferring incremental costs of obtaining a contract of $ 174.3 259.1 million and was offset by amortization of $ 139.6 212.8 million during the same period.

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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Since the Company incurred a net loss for the three and six nine months ended June September 30, 2025, diluted net loss per share is the same as basic net loss per share. All of the Company's outstanding stock options, RSUs, PSUs, and shares issuable under the ESPP were excluded in the calculation of diluted net loss per share as the effect would be anti-dilutive.

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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The following table details the fair value measurements within the fair value hierarchy of the Company's financial assets and liabilities at June September 30, 2026 and December 31, 2025:

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The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The fair value of the Company's investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the consolidated balance sheets. Certain marketable strategic investments are measured at June fair value on a recurring basis using quoted prices in active markets and are therefore classified as Level 1. Changes in the fair value of these investments are recognized in other income (expense) in the consolidated statements of operations. At September 30, 2026 and December 31, 2025, Level 2 securities were priced by pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities. Certain non-marketable strategic investments measured at fair value on a non-recurring basis are classified as Level 3 as their fair value measurements may include a combination of observable and unobservable inputs.

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Restricted cash is comprised of money market funds related to landlord guarantees for leased facilities. These restricted cash balances have been excluded from our the Company's cash and cash equivalents balance in our its consolidated balance sheets.

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The following tables summarize the composition of our the Company's short- and long-term investments at June September 30, 2026 and December 31, 2025.

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For available-for-sale debt securities, any realized gains and losses are determined based on the specific identification method and are reported in the consolidated statements of operations. For securities in an unrealized loss position, the Company first assesses whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before the recovery of its entire amortized cost basis. If either of these criteria is met, the security's amortized cost basis is written down to fair value through other (expense) income (expense) in the consolidated statements of operations. The Company does not intend to sell these investments and it is more likely than not that the Company will not be required to sell these investments before recovery of their amortized cost basis.

If neither of the above criteria is met, the Company further assesses whether the decline in fair value below amortized cost is due to credit or non-credit-related factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, credit ratings, the financial health of the industry and sector of the issuer, the overall risk profile of the securities, overall macroeconomic conditions, and more. Any credit-related unrealized losses are recognized as an allowance on the consolidated balance sheets with a corresponding charge in other (expense) income (expense) in the consolidated statements of operations. Non-credit-related unrealized losses and unrealized gains on available-for-sale debt securities are included in accumulated other comprehensive income (loss). In considering the underlying risk of its portfolio, the Company notes that it has a zero-loss expectation for U.S. treasury and U.S. government agency securities, which represents the majority of its debt investment available-for-sale securities portfolio. As of June September 30, 2026 and December 31, 2025 , no allowance for credit losses in investments was recorded.

The contractual maturities of short-term and long-term investments held at June September 30, 2026 and December 31, 2025 are as follows:

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The Company holds strategic investments in non-marketable equity securities of privately held companies and equity securities of publicly traded companies. These investments are included in other assets on the consolidated balance sheets.

Strategic investments that consist of non-controlling equity investments without readily determinable fair values in privately held companies for which the Company does not have the ability to exercise significant influence are measured under the measurement alternative method. Under the measurement alternative method of accounting, the non-marketable equity securities are carried at cost less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Any associated gains and losses are recorded in other (expense) income in the consolidated statement of operations. The Company has certain other non-marketable strategic investments that do not qualify for the measurement alternative method. These investments are measured at fair value with any gains and losses recorded in other (expense) income in the consolidated statement of operations.

The Company has certain other strategic investments that do not qualify for the measurement alternative method, consisting of non-marketable investments and equity investments with readily determinable fair values. These investments are carried at fair value, with any gains and losses recorded in other income (expense) in the consolidated statement of operations.

Strategic investments that consist of non-controlling equity investments without readily determinable fair values, in which the Company has significant influence over the investee's operating and financial policies, are accounted for under the equity method of accounting. Under the equity method of accounting, the Company's proportionate share of the investments' net earnings are recorded in other (expense) income (expense) in the consolidated statements of operations and the related increase or decrease to the investment balance is recorded on the consolidated balance sheets.

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Six Months Ended June 30,

The following table summarizes the activity associated with the Company's strategic investments, which is reported on the Company's consolidated statement of operations as other (expense) income (expense):

Three Months Ended June September 30,

Nine Months Ended September 30,

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Total included in other (expense) income (expense)

The Company enters into foreign currency forward contracts to reduce the risk of variability in future cash flow due to foreign currency exchange rate fluctuation from certain forecasted revenue transactions billed in currencies other than the U.S. Dollar. These transactions are designated as cash flow hedges. The foreign currency forward contracts have maturities of 12 months or less. Hedge effectiveness is assessed at inception and at each reporting period utilizing statistical regression analysis. The Company is subject to master netting arrangements with certain counterparties of the contracts, under which the Company is allowed to net settle transactions of the same currency. The Company's policy is to present the derivatives on a gross basis on the consolidated balance sheets. Unrealized foreign exchange gains or losses related to those designated cash flow hedge contracts are recorded in accumulated other comprehensive income ("AOCI") and are reclassified into revenues in the same periods when the hedged transactions are recognized in earnings. Cash flows from the settlement of these forward contracts are classified as operating activities on the consolidated statements of cash flows. As of June September 30, 2026, the Company had designated cash flow hedge forward contracts with notional amounts equivalent to $ 42.5 44.2 million.

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The Company also enters into foreign currency forward contracts to hedge certain foreign non-functional currency denominated monetary assets or liabilities, which are not designated as cash flow hedges. These contracts have maturities of 12 months or less. Changes in the value of the foreign exchange contracts are recognized in other (expense) income (expense), net and are designed to offset the foreign exchange gain or loss on the underlying net monetary assets or liabilities. Cash flows from the settlement of these forward contracts are classified as operating activities on the consolidated statements of cash flows. As of June September 30, 2026, the Company had non-designated forward contracts with notional amounts of $ 43.4 43.3 million.

The following summarizes the fair value of derivative fina ncial instruments as of June September 30, 2026 and December 31, 2025:

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Six Months Ended June 30,

Nine Months Ended September 30,

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Net losses (income) recognized in other comprehensive income, net of tax ( 948 1,605

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Ending accumulated other comprehensive (income) loss at June September 30 ( 586 1,081

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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and 48 more changes in the filing

MD&A 97 changes

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AI is integrated throughout our agentic customer platform, including our Smart CRM, engagement Hubs, and the connected ecosystem. Our engagement Hubs that enable companies to attract, engage, and delight customers throughout the customer lifecycle include Marketing, Sales, Service, Operations, Content and Revenue. The Smart CRM is the foundational context layer that combines customer data with AI to power the entire customer platform with unified customer profiles and tools to manage and govern your team their teams and business processes. Our customer platform features a central database of lead and customer interactions and integrated applications designed to help businesses build their presence online, attract prospects across channels, convert prospects into leads, close leads into customers, transact with those customers, and delight them so they become promoters of those businesses. We recently launched YouSpot, a new AI-native personal CRM for individual professionals that unifies a user's contacts, email, calendar, and notes and lets them search that information in plain language.

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We focus on selling to mid-market business-to-business, or B2B, companies, which we define as companies that have between 2 and 2,000 employees. While our customer platform was built to grow with any company, we focus on selling to mid-market businesses because we believe we have significant competitive advantages attracting and serving this market segment. These mid-market businesses seek an integrated, easy-to-implement and easy-to-use solution to reach customers and compete with organizations that have larger marketing, sales, and customer service budgets. We efficiently reach these businesses at scale through our traditional and AI-enhanced engagement strategies, our Solutions Partners, and our "freemium" model. AI-enhanced engagement strategies leverage AI to personalize, automate, and optimize how businesses attract, engage, and retain customers across channels and throughout the customer lifecycle. A Solutions Partner is a service provider that helps businesses with strategy, execution, and implementation of go-to-market activities and technology solutions. Our freemium model attracts customers who begin using our customer platform through our free products and then upgrade to our paid products. As of June September 30, 2026, we had 9,016 full-time employees and 306,446 311,704 Customers of varying sizes in more than 135 countries, representing many industries. Beginning in the third quarter of 2026, Customers included Customers of YouSpot with a YouSpot Pro paid subscription.

We derive most of our revenue from subscriptions to our cloud-based customer platform and related professional services, which consist of customer on-boarding, training and consulting services. Subscription revenue accounted for 98% of our total revenue for the six nine months ended June September 30, 2026 and 2025. We sell multiple product plans at different base prices on a subscription basis, each of which includes our Smart CRM and integrated applications to meet the needs of the various customers we serve. We also generate revenue through customer usage of our consumption-based products. Customers pay additional fees if the number of contacts stored and tracked in the customer's database exceeds specified thresholds. We also generate revenue based on through customer usage of our credits-based products and through the purchase of additional subscriptions, products and seats. Most of our Customers' subscriptions are one year or less in duration.

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Many of our customers purchase on-boarding, training, and consulting services, which are designed to help customers enhance their ability to attract, engage and delight their customers using our customer platform. Professional services and other revenue also include Payments, our end-to-end payment solution, as well as our Stripe payment processing integration, both built within Revenue Hub. Professional services and other revenue accounted for 2% of total revenue for the six nine months ended June September 30, 2026 and 2025.

We have focused on rapidly growing our business and plan to continue to make investments to help us address some of the challenges facing us to support this growth, such as demand for our customer platform by existing and new customers, significant competition from other customer platform providers and related applications and rapid technological changes in our industry. See "Business Trends" below.

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Beginning in the second quarter of 2026, we have experienced headwinds to demand due to the rapid evolution of how AI is changing the way customers discover, evaluate and purchase software solutions. This shift has increased budget scrutiny from customers, including longer sales and approval cycles with larger buying committees among larger customers and greater price sensitivity and budget optimization among smaller customers. We have made deliberate changes to our product, pricing and go-to-market approach, including free trials of our AI agents and pricing tied to the value customers receive, which we believe are the right long-term decisions for our business. However, these changes have contributed to extended customer buying cycles and adversely affected our revenue growth in the near term. These demand headwinds intensified during the third quarter of 2026, and we expect these dynamics to continue to adversely affect our results of operations.

Key Business Metrics

We monitor certain key business metrics presented in our Annual Report on Form 10-K or in our press releases announcing our financial results which are furnished on Form 8-K. We use these key business metrics to evaluate our business, measure our performance, identify trends affecting our business and results of operations, formulate financial projections and make strategic decisions. These key business metrics may be calculated in a manner different from similar key business metrics used by other companies.

Customers . We believe that our ability to increase our customer base is an indicator of our market penetration, the growth of our business, and our potential future business opportunities as we continue to expand our sales force and invest in marketing efforts.

We define our Customers at the end of a particular period as the number of business entities with one or more paid subscriptions to our customer platform, either purchased directly with us or purchased from a Solutions Partner. A single customer may have separate paid subscriptions to our customer platform, but we count these as one Customer if certain customer-provided information such as company name, URL, or email address indicate that these subscriptions are managed by the same business entity.

Average Subscription Revenue per Customer. We believe that our ability to increase the Average Subscription Revenue per Customer is an indicator of our ability to grow the long-term value of our existing customer relationships. We define Average Subscription Revenue per Customer during a particular period as subscription revenue from our Customers during the period divided by the average Customers during the same period.

Net Revenue Retention. We believe that our ability to retain and expand a customer relationship is an indicator of the stability of our revenue base and the long-term value of our Customers. Net Revenue Retention is a measure of the percentage of recurring revenue retained from Customers over a given period of time. Our Net Revenue Retention for a given period is calculated by first dividing Retained Subscription Revenue by Retention Base Revenue in the given period, calculating the weighted average of these rates using the Retention Base Revenue for the period, and then annualizing the resulting rates. A definition of each of the key terms used to calculate Net Revenue Retention is included below. Beginning in the first quarter of 2026, we revised these calculations to include the impact of commissions owed to our Solutions Partners, aligning them with revenue recognition, and updated the fixed foreign currency exchange rates used to convert these inputs into USD. Foreign currency exchange rates will be refreshed annually going forward.

Retained Subscription Revenue. Contractual Monthly Subscription Revenue of the same cohort of Customers as those that comprise the Retention Base Revenue at the end of the same month.

Retention Base Revenue. Contractual Monthly Subscription Revenue of our Customers as of the beginning of each month.

Contractual Monthly Subscription Revenue. The subscription fees contractually committed to be paid for a full month under our Customer agreements, including commissions owed to Solutions Partners, converted into USD at fixed rates.

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Subscription-based revenue is derived from customers using our customer platform for their marketing, sales, service, data, and content management needs. We sell multiple product plans at different base prices on a subscription basis, each of which includes our Smart CRM and integrated applications to meet the needs of the various customers we serve. All subscription fees that are billed in advance of service are recorded in deferred revenue. Subscription based revenue is recognized net of consideration paid to Solutions Partners when those Solutions Partners purchase the subscription to our customer platform. We also generate revenue through usage, including HubSpot Credits, which are consumed when customers use our AI agent products across our customer platform, and other consumption-based credits-based offerings. Usage fees that are billed in advance of consumption are recorded in deferred revenue.

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Research and development expenses consist primarily of personnel costs of our development team, including salaries, benefits, bonuses, stock-based compensation expense, professional and contractor fees and allocated overhead costs, which include facilities costs, depreciation of fixed assets, and costs related to information technology. We capitalize certain software development costs that are attributable to developing new products and adding incremental functionality to our customer platform and amortize such costs as cost of subscription and cost of professional services and other revenue over the estimated life of the new product or incremental functionality, which is generally two years. We also capitalize certain development costs that are attributable to developing our internally developed software platforms and amortize such costs throughout the consolidated statement of operations over the estimated life of our internally developed software platforms, which is generally five years. We focus our research and development efforts on improving our products and developing new ones, delivering new functionality and enhancing the customer experience. We believe delivering new functionality for our customers is an integral part of our solution and provides our customers with access to a broad array of options and information critical to their marketing, sales, and customer service efforts. We expect to continue to make investments in and expand our offerings to enhance our customers' experience and satisfaction and attract new customers. Over time, we expect research and development expenses to increase in absolute dollars as we continue to increase the functionality of our customer platform and decline as a percentage of total revenue. exclusive of stock-based compensation expense.

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We plan to continue to invest in sales and marketing to grow our customer base and increase sales to existing customers. This growth will include adding sales personnel and expanding our marketing activities to continue to generate leads and build brand awareness. We expect sales and marketing expenses to increase in absolute dollars as we continue to develop our sales and marketing teams. Over time, we expect sales and marketing expenses will decline as a percentage of total revenue. exclusive of stock-based compensation.

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General and administrative expenses consist of personnel costs and related expenses for executive, finance, legal, human resources, employee-related information technology, administrative personnel, including salaries, benefits, bonuses, stock-based compensation expense, professional fees for external legal, accounting and other consulting services, and allocated overhead costs, which include facilities costs, depreciation of fixed assets, and costs related to information technology. We expect that general and administrative expenses will increase on an absolute dollar basis as we incur the costs of compliance associated with being a publicly traded company, and remain relatively consistent as a percentage of total revenue, exclusive of stock-based compensation expense, as we focus on processes, systems and controls to enable our internal support functions to scale with the growth of our business.

Restructuring expenses primarily consist of variable lease costs related to properties vacated under our 2023 Restructuring Plan (as defined herein). On January 25, 2023, our Board of Directors authorized a restructuring plan (the "2023 Restructuring Plan") that was designed to reduce operating costs and enable investment in key opportunities for long-term growth while driving continued profitability. The 2023 Restructuring Plan included a reduction of our workforce by approximately 7% and a global lease consolidation to create higher density across our workspaces. Future variable facilities related costs for vacated properties will continue to be recorded to restructuring charges.

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Interest income primarily consists of interest earned on invested cash and cash equivalents balances and investments. Interest expense primarily consists of amortization of issuance costs and contractual interest expense related to our 2025 Notes and Revolving Credit Facility. Other (expense) income (expense), net primarily consists of the impact of foreign currency transaction gains and losses associated with monetary assets and liabilities and any gains, losses on, or impairments of our strategic investments.

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Results of Operations for the Three and Six Nine Months Ended June September 30, 2026 and 2025

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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Other (expense) income, net

Income tax (expense) benefit

Six Months Ended June 30,

Other income (expense), net

Income (loss) before income tax expense

Three Months Ended June September 30,

Nine Months Ended September 30,

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Income tax (expense) benefit

Income (loss) before income tax expense

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Three and Six Nine Months Ended June September 30, 2026 Compared to the Three and Six Nine Months Ended June September 30, 2025

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Subscription revenue increased during the three months ended June September 30, 2026 compared to the same period in 2025 primarily due to the increase in Customers, which grew from 267,982 278,880 as of June September 30, 2025 to 306,446 311,704 as of June September 30, 2026. In addition, Average Subscription Revenue per Customer increased from $11,310 $11,578 for the three months ended June September 30, 2025 to $11,800 $12,038 for the three months ended June September 30, 2026. The growth in Customers was primarily driven by increased demand for our lower-priced Starter products. The increase in Average Subscription Revenue per Customer was primarily driven by continued adoption of our Professional and Enterprise products, and the impact of foreign currency translation primarily attributable to the decrease in the value of the U.S. Dollar relative to the Euro and British Pound Sterling, partially offset by continued purchases of our lower-priced Starter products.

Professional services and other revenue increased decreased during the three months ended June September 30, 2026 compared to the same period in 2025 primarily driven due to lower revenue from technical consulting services, partially offset by fees earned from Payments.

Subscription revenue increased during the six nine months ended June September 30, 2026 compared to the same period in 2025 primarily due to the increase in Customers, which grew from 267,982 278,880 as of June September 30, 2025 to 306,446 311,704 as of June September 30, 2026. In addition, Average Subscription Revenue per Customer increased from $11,183 $11,307 for the six nine months ended June September 30, 2025 to $11,799 $11,928 for the six nine months ended June September 30, 2026. The growth in Customers was primarily driven by increased demand for our lower-priced Starter products. The increase in Average Subscription Revenue per Customer was primarily driven by continued adoption of our Professional and Enterprise products and the impact of foreign currency translation primarily attributable to the decrease in the value of the U.S. Dollar relative to the Euro and British Pound Sterling, partially offset by continued purchases of our lower-priced Starter products.

Professional services and other revenue increased during the six nine months ended June September 30, 2026 compared to the same period in 2025 primarily driven by fees earned from Payments, partially offset by lower revenue from technical consulting services.

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Total cost of revenue for the three and six nine months ended June September 30, 2026 increased compared to the same period in 2025 primarily due to an increase in subscription and hosting costs, amortization of capitalized software development costs, amortization of acquired technology, employee-related costs and allocated overhead expenses. Gross margins remained relatively consistent year-over-year.

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The increase in subscription cost of revenue for the three and six nine months ended June September 30, 2026 compared to the same period in 2025 was primarily due to the following:

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Amortization of acquired technology

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Subscription and hosting costs increased primarily due to growth in our Customer base from 267,982 278,880 as of June September 30, 2025 to 306,446 311,704 as of June September 30, 2026. We also incurred higher subscription and hosting costs as we continued to support increased usage of our customer platform, including growth in usage of AI features, and continued investments AI-enabled tools to expand AI functionality. Amortization of capitalized software development costs increased due to the increased number of developers working on our software platform as we continued to develop new products and enhance functionality. Amortization of acquired technology increased due to the amortization of acquired technology associated with our business acquisitions in 2026. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure as we continued to grow our business.

Subscription and hosting costs increased primarily due to growth in our Customer base from 267,982 278,880 as of June September 30, 2025 to 306,446 311,704 as of June September 30, 2026. We also incurred higher subscription and hosting costs as we continued to support increased usage of our customer platform, including growth in usage of AI features, and continued investments in AI-enabled tools to expand AI functionality. Amortization of capitalized software development costs increased due to the increased number of developers working on our software platform as we continued to develop new products and enhance functionality. Amortization of acquired technology increased due to the amortization of acquired technology associated with our business acquisitions in 2026. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure as we continued to grow our business.

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The changes in professional services and other cost of revenue for three and six nine months ended June September 30, 2026 compared to the same periods in 2025 were primarily due to the following:

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The changes in research and development expense for the three and six nine months ended June September 30, 2026 compared to the same periods in 2025 were primarily due to the following:

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Allocated overhead expenses

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Software and services expense increased due to an increase in the use of AI tools. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure as we continued to grow our business. Employee-related costs decreased primarily due to lower expense associated with our share-based payment awards.

Software and services expense increased due to an increase in the use of AI tools. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure as we continued to grow our business. Employee-related costs decreased primarily due to lower expense associated with our share-based payment awards.

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The increase changes in sales and marketing expense for the three and six nine months ended June September 30, 2026 compared to the same periods in 2025 were primarily due to the following:

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Employee-related costs increased as a result of increased headcount as we expanded our selling and marketing organizations to grow our customer base. Solutions Partner commissions increased due to increased revenue generated through our Solutions Partners. Marketing programs increased due to the timing and size of certain marketing efforts as we made investments in attracting new customers. Software and services cost increased due to an increase in the use of third party software and AI-enabled tools to improve productivity. Professional fees Marketing programs increased due to an increase in the use of third party services timing and contractors for our size of certain marketing efforts as we made investments in attracting new customers. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure to support our business growth and increased proportional allocation of shared company expenses associated with headcount in sales and marketing. Professional fees increased due to an increase in the use of third party services and contractors for our marketing efforts.

Employee-related costs increased as a result of increased headcount as we expanded our selling and marketing organizations to grow our customer base. Solutions Partner commissions increased due to increased revenue generated through our Solutions Partners, partially offset by a decrease due to the change in the duration and eligibility of commissions for certain Solutions Partners to better align with the value delivered to customers in the first quarter of 2025. Marketing programs increased due to the timing and size of certain marketing efforts as we made investments in attracting new customers. Software and services cost increased due to an increase in the use of third party software and AI-enabled tools to improve productivity. Professional fees Marketing programs increased due to an increase in the use of third party services timing and contractors for our size of certain marketing efforts as we made investments in attracting new customers. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure to support our business growth and increased proportional allocation of shared company expenses associated with headcount in sales and marketing. Professional fees increased due to an increase in the use of third party services and contractors for our marketing efforts.

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Customer credit card fees

The changes in general and administrative expense for the three and six nine months ended June September 30, 2026 compared to the same periods in 2025 were primarily due to the following:

Software and services

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Customer credit card fees

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Customer credit card fees Software and services cost increased due to increased customer transactions as we continued to grow our business. an increase in the use of third party software and AI-enabled tools. Professional fees increased primarily due to increase in the use of third-party services and contractors. Allocated overhead expenses increased primarily due to the increased proportional allocation of an increase in shared company expenses associated with headcount in general our systems and administrative. infrastructure as we continued to grow our business. Customer credit card fees increased due to increased customer transactions as we continued to grow our business. Employee-related costs decreased primarily due to lower expense associated with our share-based payment awards.

Customer credit card fees Software and services cost increased due to increased customer transactions as we continued to grow our business. an increase in the use of third party software and AI-enabled tools. Professional fees increased primarily due to increase in the use of third-party services and contractors. Allocated overhead expenses increased primarily due to the increased proportional allocation of an increase in shared company expenses associated with headcount in general our systems and administrative. infrastructure as we continued to grow our business. Customer credit card fees increased due to increased customer transactions as we continued to grow our business. Employee-related costs decreased primarily due to lower expense associated with our share-based payment awards.

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Restructuring charges in the three and six nine months ended June September 30, 2026 and 2025 consisted of variable facilities-related costs on unused space under the 2023 Restructuring Plan.

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The decrease during the three and six nine months ended June September 30, 2026 is primarily due to lower average investment balances, driven by the use of cash to settle our 2025 Notes and fund our Share Repurchase Programs, and lower yields.

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Interest expense decreased primarily due to the settlement of our 2025 Convertible Notes in June 2025, which carried higher interest costs compared to fees associated with our Revolving Credit Facility in the current period.

Other (expense) income, net

Interest expense increased primarily due to fees incurred on our Revolving Credit Facility in the current period that we did not incur in the prior year period.

Other income (expense), net

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Other (expense) income, net

Other income (expense), net

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Impairment of strategic investments

The change in other (expense) income (expense) during the three and six nine months ended June September 30, 2026 is primarily due to the following:

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Impairment of strategic investments

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The increase in the impairment of gain on strategic investments is due to an impairment gains of $2.4 $10.6 million from observable price changes in the second value of certain strategic investments in the third quarter of 2026 compared to no impairment $0.1 million in the same period in 2025. The decrease in gain on the impairment of strategic investments is due to gains an impairment of $0.1 $0.4 million from observable price changes in the value of certain strategic investments in the second third quarter of 2026 compared to $1.8 $2.1 million in the same period in 2025. The change in foreign currency gains and losses is primarily attributable to the value of the U.S. Dollar relative to the Euro and British Pound Sterling.

The increase in the impairment of gain on strategic investments is due to an impairment gains of $3.0 $11.2 million from observable price changes in the value of certain strategic investments in 2026 compared to $1.6 $2.0 million in the same period in 2025. The decrease in gain on the impairment of strategic investments is due to gains an impairment of $0.6 $3.4 million from observable price changes in the value of certain strategic investments in 2026 compared to $1.9 $3.7 million in the same period in 2025. The change in foreign currency gains and losses is primarily attributable to the value of the U.S. Dollar relative to the Euro and British Pound Sterling.

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Income tax (expense) benefit

The increase in the income tax expense is primarily from an increase in U.S. tax expense as a result of the pattern in which pre-tax income is realized throughout 2026 as compared to 2025.

The increase in the income tax expense is primarily from an increased U.S. tax expense as a result of the pattern in which pre-tax income is realized throughout 2026 as compared to 2025, as well as an increase in customer withholding taxes.

The increase in income tax expense is primarily from an increase in customer withholding taxes.

The increase in income tax expense is primarily from an increase in profit before tax as we improved operating margins.

We will continue to maintain a full valuation allowance on our U.S federal and state deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. However, given our current and anticipated future earnings, management believes that there is a reasonable possibility that within the next 12 months, foreseeable future, sufficient positive evidence may become available to reach a conclusion that all or a significant portion of the valuation allowance may no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change could vary based on the basis of the level of profitability that we are actually able to actually achieve.

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Six Months Ended June 30,

The following table shows cash and cash equivalents, working capital, net cash and cash equivalents provided by operating activities, net cash and cash equivalents provided by investing activities, and net cash and cash equivalents used in financing activities for the six nine months ended June September 30, 2026 and 2025.

Nine Months Ended September 30,

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and 17 more changes in the filing

Market risk 3 changes

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We have experienced and will continue to experience fluctuations in our net (loss) income (loss) as a result of transaction gains or losses related to revaluing monetary assets and liabilities that are denominated in currencies other than the functional currency of the entities in which they are recorded. Our hedging program allows us to mitigate foreign exchange impacts, such as exposure to currency exchange rates in connection with significant transactions denominated in currencies other than the U.S. dollar, by entering into derivatives transactions such as foreign exchange forwards. See Note 6 in the notes to the consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for impact of the hedging program to our financial statements.

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Our portfolio of cash and cash equivalents and short- and long-term investments is maintained in a variety of securities, including government agency obligations, corporate bonds and money market funds. Investments are classified as available-for-sale securities and carried at their fair market value with cumulative unrealized gains or losses recorded as a component of accumulated other comprehensive loss within stockholders' equity. Our cash and cash equivalents and short- and long-term investments are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates. As our short- and long-term investments are classified as available-for-sale, no gains or losses are recognized in our consolidated statements of operations due to changes in interest rates unless such securities are sold prior to maturity or the decline in fair value is caused by expected credit losses. As of June September 30, 2026, a hypothetical increase of 100 basis points in interest rates would not have a material impact on the value of our cash and cash equivalents or short- and long-term investments in our consolidated financial statements. This estimate is based on a sensitivity model that measures market value changes when changes in interest rates occur. We do not currently hedge our interest rate exposure and do not enter into financial instruments for trading or speculative purposes.

We are exposed to the impact of changes in interest rates in connection with borrowings under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility may be drawn as either Base Rate Loans or Term SOFR Loans. Base Rate Loans bear interest at the highest of the federal funds rate plus 0.50%, the Bank of America prime rate, or one-month Term SOFR plus 1.00%, in each case subject to a 1.00% floor, plus an applicable margin ranging from 0.125% to 0.875%. Term SOFR Loans bear interest at SOFR plus an applicable margin ranging from 1.125% to 1.875%. Consequently, our interest expense would fluctuate if we were to borrow any amounts under the Revolving Credit Facility as a result of the floating interest rates applicable to such borrowings and potential changes in the applicable margin resulting from changes to our total consolidated leverage ratio. As of June September 30, 2026, there were no outstanding borrowings under the Revolving Credit Facility.

Risk factors 42 changes

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We derive, and expect to continue to derive, a substantial portion of our revenue from the sale of subscriptions to our customer platform. The market for marketing, sales, service, operations, revenue and customer management products is still evolving, and competitive dynamics may cause pricing levels to change as the market matures and as existing and new market participants introduce new types of point applications and different approaches to enable businesses to address their respective needs. As a result, we may be forced to, or strategically choose to, reduce the prices we charge for our platform and may be unable to renew existing customer agreements or enter into new customer agreements at the same prices and upon the same terms that we have historically. In addition, our growth strategy involves a scalable hybrid pricing model (including freemium versions of our products and our recent evolving seats-based and consumption-based credits-based pricing model changes) intended to provide opportunities to increase the value of our customer relationships over time, including as customers expand their use of our platform, or we sell to other parts of their organizations, cross-sell additional products and seats through touchless or low touch in product purchases, and upsell additional offerings and features. Our consumption-based credits-based and outcome-based pricing strategies are novel and evolving. These changes have, and may continue to, lengthen sales cycles, result in lower initial contract values, reduce or delay revenue, and may not be accepted by customers, and credit spend may substitute for, rather than add to, existing seat and hub spend. Due to customer flexibility in the timing of their use of our platform, we could have less predictability from our consumption-based credits-based products than we do for our subscription-based products, and there is a risk that customers could use our consumption-based credits-based products at lower levels than we expect. If our scalable hybrid pricing strategies and cross-selling efforts are unsuccessful or if our existing customers do not expand their use of our platform or adopt additional offerings and features, or if the anticipated benefits from scalable hybrid pricing take longer to realize or are not realized at all, our revenue and operating results may suffer.

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Our customers have no obligation to renew their subscriptions for our platform after the expiration of their subscription periods, substantially all of which are one year or less. In addition, our customers may seek to renew for lower subscription tiers, for fewer contacts or seats, or for shorter contract lengths. Also, customers may choose not to renew their subscriptions for a variety of reasons. Our renewal rates may decline or fluctuate as a result of a number of factors, including limited customer resources, pricing changes, the prices of services offered by our competitors, adoption and utilization of our platform and add-on applications by our customers, adoption of our new products, customer satisfaction with our platform, mergers and acquisitions affecting our customer base, reductions in our customers' spending levels, including as a result of heightened scrutiny of AI-related costs, or declines in customer activity as a result of economic downturns or uncertainty in financial markets. If our customers do not renew their subscriptions for our platform or decrease the amount they spend with us, our revenue will decline and our business will suffer.

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We face intense competition from other software companies in the market we operate that provide interactive marketing services. Competition could significantly impede our ability to sell subscriptions to our customer platform on terms favorable to us. Our current and potential competitors may develop and market new technologies including as a result of new or better use of evolving AI technologies, whether through greater investments in AI development, access to higher quality training datasets, or more advanced AI models, that render our existing or future products less competitive, or obsolete. We may also face greater competition from non-specialist solutions relying on generic large language models ("LLMs"), generative AI and general-purpose agents to address a broad range of business needs. As we attempt to sell our products and solutions to new and existing customers, we must convince them that our products and solutions are superior to other solutions available to their organizations, including generic LLMs, software created using natural language prompts and generative AI (referred to as vibe coding) and other emerging technologies. In addition, if these competitors develop products with similar or superior functionality to our platform, we may need to decrease the prices or accept less favorable terms for our platform subscriptions in order to remain competitive. If we are unable to maintain our pricing due to competitive pressures, our margins will be reduced and our operating results will be negatively affected. Furthermore, our customers increasingly authorize third-party AI platforms and agents to access their data in our platform and to perform actions and workflows through our application programming interfaces ("APIs"), our Model Context Protocol server and other interfaces, which may reduce direct engagement with our platform. This could limit our ability to cross-sell and upsell through in-product purchases, diminish our brand visibility and differentiation, make it easier for customers to substitute other products for portions of our platform, and make it more difficult for us to monetize third-party AI access to our platform, any of which could adversely affect our business and operating results.

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Prior to the implementation of our 2026 Restructuring Plan in October 2026, our headcount and operations have grown grew and may continue to grow For example, we had 9,016 full-time employees as of June 30, 2026 and 8,882 as of December 31, 2025. again in the future. To date, we have opened several international offices. This growth has placed, and may continue to place, a significant strain on our management, administrative, operational and financial infrastructure. In October 2026, our Board of Directors authorized the 2026 Restructuring Plan, which resulted in a workforce reduction impacting approximately 7% of our workforce. We may be unable to effectively manage the organizational changes we are making in connection with the 2026 Restructuring Plan, which could result in difficulty or delays in delivering our products to customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, reputational harm, loss of customers, or operational difficulties in executing sales strategies, any of which could adversely affect our business performance and operating results. Although we have experienced significant growth in headcount and operations historically, we may not get back to or sustain our current historical growth rates, which could adversely affect our business performance and operating results. Our success will depend in part upon our ability to recruit, hire, train, manage and integrate qualified managers, technical personnel and employees in specialized roles within our company, including in technology, sales and marketing. Advances in automation and AI may also alter the skills required of our workforce and could reduce demand for certain roles, creating challenges in workforce management, employee relations, and reputational risk. We may be required to make significant investments in retraining and workforce transition programs, and failure to effectively manage these changes could impair our ability to attract and retain talent, disrupt operations, and adversely affect our business. Furthermore, as many of our employees work remotely from geographic areas across jurisdictions where we have offices pursuant to our hybrid workplace model, which provides our employees with the option to be fully remote, work full-time from one of our offices, or have the flexibility to work both in the office and remotely, we may need to reallocate our investment of resources and closely monitor a variety of local regulations and requirements, including local tax laws. We may experience unpredictability in our expenses and employee work culture. If we experience any of these effects in connection with future growth, if our new employees perform poorly, or if we are unsuccessful in recruiting, hiring, training, managing and integrating new employees, or retaining our existing employees, it could materially impair our ability to attract new customers, retain existing customers and expand their use of our platform, all of which would materially and adversely affect our business, financial condition and results of operations.

In addition, our information technology infrastructure, operational, financial and management systems and procedures may not be able to effectively manage changes to our headcount and operations that result from the 2026 Restructuring Plan. Our 2026 Restructuring Plan will increase our short-term costs, which will make it more difficult for us to address any future revenue shortfalls by reducing expenses in the short-term. If we fail to successfully manage organizational changes in connection with the 2026 Restructuring Plan or our future growth, we will be unable to successfully execute our business plan, which could have a negative impact on our business, results of operations or financial condition.

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To increase customers and achieve broader market acceptance of our customer platform, we will need to continue to expand our customer platform capabilities, including our sales force and third-party channel partners. We will continue to dedicate significant resources to sales and marketing programs. The effectiveness of our sales and marketing and third-party channel partners has varied over time and may vary in the future and depends on our ability to maintain and improve our customer platform including with respect to AI and machine learning, and on adapting our go-to-market strategy and sales force to changing customer discovery and purchasing behaviors. All of these efforts will require us to invest significant financial and other resources. Our business will be seriously harmed if our efforts do not generate a correspondingly significant increase in revenue. We may not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop and retain talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time or if our sales and marketing programs are not effective.

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The development of next-generation solutions that utilize new and advanced features, including AI and machine learning, such as Breeze Assistant, involves making predictions regarding the willingness of the market to adopt such technologies over legacy solutions. The Company We may be required to commit significant resources to developing new products, software and services, before knowing whether such investment will result in products or services that the market will accept.

The Company's Our inability, for technological, legal or other reasons, some of which may be beyond the Company's our control, to enhance, develop, introduce and monetize products and services in a timely manner, or at all, in response to changing market conditions or customer requirements could have a material adverse effect on the Company's our business, results of operations and financial condition or could result in its products and services not achieving market acceptance or becoming obsolete. In addition, if the Company fails we fail to deliver a compelling customer experience or accurately predict emerging technological trends and the changing needs of customers and end users, or if the features of its new products and services do not meet the demands of its customers or are not sufficiently differentiated from those of its competitors, the Company's our business, results of operations and financial condition could be materially harmed.

Uncertainty around new and emerging AI applications, such as agentic AI technologies and generative AI content creation, may require additional investment in the development or acquisition of proprietary datasets, machine learning models and other AI systems to test for accuracy, bias and other variables, which are often complex. Development of new approaches and processes to provide attribution or remuneration to content creators and building and/or integrating systems that enable creatives to have greater control over the use of their work in the development of AI may be costly and could impact our profit margin if we are unable to monetize such assets. The cost profile of our offerings may also increase due to the nature of the computing costs involved in developing, testing and deploying AI systems. In addition, AI technologies, including agentic and generative AI tools, may create content, analyses or recommendations without human intervention that take or suggest actions based on incomplete or inaccurate data, "hallucinatory" inferences, or flawed training inputs, or contain copyrighted or other protected material, and if our customers or others use this flawed or protected content or materials to their detriment, we may be exposed to brand or reputational harm, competitive harm, and/or legal liability. Developing, testing and deploying AI systems may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems.

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• unexpected changes in regulatory requirements, taxes or trade laws, including tariffs, retaliatory trade measures or other trade restrictions;

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Our 2026 Restructuring Plan and associated organizational changes may not adequately create a flatter, faster organization that delivers better customer outcomes, may not adequately drive long-term growth and profitability, may lead to additional workforce attrition, and may cause operational disruptions.

In October 2026, we began implementing our 2026 Restructuring Plan that is designed to create a flatter, faster organization aligned to that strategy, with the resources to invest in the biggest opportunities that support the Company's long-term growth and profitability objectives. The 2026 Restructuring Plan includes a reduction of the Company's workforce by approximately 7%. The Company estimates that it will incur charges of approximately $65.0 million to $75.0 million in connection with the 2026 Restructuring Plan, consisting primarily of future cash expenditures related to severance, notice period, employee transition and benefits payments.

The estimates of the charges and expenditures that we expect to incur in connection with the 2026 Restructuring Plan, and timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and we may incur costs that are greater than we currently expect in connection with the 2026 Restructuring Plan.

The 2026 Restructuring Plan may yield unintended consequences and costs, such as the loss of institutional knowledge and expertise, employee attrition beyond our intended reduction in force, a reduction in morale among our remaining employees, greater-than-anticipated costs incurred in connection with implementing the 2026 Restructuring Plan, and the risk that we may not achieve the benefits from the 2026 Restructuring Plan to the extent or as quickly as we anticipate, all of which may have a material adverse effect on our results of operations or financial condition. These restructuring initiatives could place substantial demands on our management and employees, which could lead to the diversion of our management's and employees' attention from other business priorities. In addition, while certain positions have been eliminated in connection with the 2026 Restructuring Plan, certain functions necessary to our reduced operations remain, and we may be unsuccessful in distributing the duties and obligations of departed employees among our remaining employees or to external service providers, which could result in disruptions to our operations. We may also discover that the workforce reduction and other restructuring efforts will make it difficult for us to pursue new opportunities and initiatives and require us to hire qualified replacement personnel, which may require us to incur additional and unanticipated costs and expenses. Our failure to successfully accomplish any of the above activities and goals may have a material adverse impact on our business, financial condition, and results of operations.

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We believe that a critical component to our success has been our company culture, which is based on transparency and personal autonomy. We have invested substantial time and resources in building our team within this company culture. We offer a hybrid workplace model, which means our employees have the option to be fully remote, work full-time from one of our offices, or work both in the office and remotely. Preservation of our corporate culture has been made more difficult as the majority of our workforce works from home, and may become more difficult due to the changes resulting from the 2026 Restructuring Plan. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives. As we grow and continue to develop our company infrastructure, and experience organizational change, we may find it difficult to maintain these important aspects of our company culture and our business may be adversely impacted.

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To execute our business strategy, we must attract and retain highly qualified personnel. In particular, we compete with many other companies for software developers with high levels of experience in designing, developing and managing cloud-based software, or with AI and machine learning backgrounds, as well as for skilled information technology, marketing, sales and operations professionals, and we may not be successful in attracting and retaining the professionals we need. Also, our customer platform domain experts are very important to our success and are difficult to replace. We have from time to time in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and difficulty in retaining highly skilled employees with appropriate qualifications worldwide, particularly for engineers with experience in AI. Many of the companies with which we compete for experienced personnel have greater resources than we do. Other companies that continue to offer a remote or hybrid work environment may increase the competition for such employees from employers outside of our traditional office locations. The workforce reduction we are implementing as part of our 2026 Restructuring Plan may negatively impact our ability to attract, integrate, retain and motivate highly qualified employees, and may harm our reputation with current or prospective employees. In addition, if we choose to no longer offer a remote or hybrid work environment, we may face more difficulty in retaining our workforce. Further, labor is subject to external factors that are beyond our control, including our industry's highly competitive market for skilled workers and leaders, cost inflation, and workforce participation rates. In addition, if our reputation were to be harmed, whether as a result of media, legislative, or regulatory scrutiny or otherwise, it could make it more difficult to attract and retain personnel that are critical to the success of our business.

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We face exposure to movements in currency exchange rates, which may cause our revenue and operating results to differ materially from expectations. As we have expanded our international operations, our exposure to exchange rate fluctuations has increased. Fluctuations in the value of the U.S. dollar versus foreign currencies may impact our operating results when translated into

We face exposure to movements in currency exchange rates, which may cause our revenue and operating results to differ materially from expectations. As we have expanded our international operations, our exposure to exchange rate fluctuations has increased. Fluctuations in the value of the U.S. dollar versus foreign currencies may impact our operating results when translated into U.S. dollars. Thus, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign currency exchange rates. As exchange rates vary, revenue, cost of revenue, operating expenses and other operating results, when re-measured, may differ materially from expectations. In addition, our operating results are subject to fluctuation if our mix of U.S. and foreign currency denominated transactions and expenses changes in the future. In the first quarter of 2024, we implemented a hedging program intended to allow us to mitigate foreign exchange impacts, such as exposure to currency exchange rates in connection with significant transactions denominated in currencies other than the U.S. dollar, by entering into derivatives transactions such as foreign exchange forwards. We may also employ certain other strategies in the future to mitigate foreign currency risk. There can be no guarantee or assurance that such hedging program and the strategies we employ pursuant thereto will be effective to reduce or eliminate our exposure to foreign exchange rate fluctuations to the extent we anticipate, or at all. Furthermore, the hedging program and the derivatives transactions employed as part thereof involve costs and risks of their own, including ongoing management time and expertise, external costs to implement the programs and strategies, potential counterparty credit risk and liquidity risk, and potential accounting implications. Additionally, as we anticipate growing our business further outside of the United States, the effects of movements in currency exchange rates will increase as our transaction volume outside of the United States increases.

Additionally, as we anticipate growing our business further outside of the United States, the effects of movements in currency exchange rates will increase as our transaction volume outside of the United States increases.

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Our overall performance depends in part on worldwide economic conditions. Global financial developments and downturns seemingly unrelated to us or the software industry may harm us. The United States and other key international economies have been affected from time to time by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, volatility in the banking sector, changes in the labor market, supply chain disruptions, bankruptcies, inflation and overall uncertainty with respect to the economy, including with respect to trade issues, such as trade wars, tariffs or other trade restrictions or the threat of such actions. For example, on October 1, 2025, the U.S. federal government shut down through November 12, 2025, suspending services deemed non-essential as a result of the failure by Congress to enact regular appropriations for the 2026 fiscal year. If we experience another government shutdown, it could result in increased uncertainty and volatility in the global economy and financial markets which could have an adverse effect on our business. Weak economic conditions or significant uncertainty regarding the stability of financial markets related to stock market volatility, inflation, recession, changes in tariffs, retaliatory trade measures or other trade restrictions, trade agreements, trade wars or governmental fiscal, monetary and tax policies, among others, could adversely impact our business, financial condition and operating results. Further, weak market conditions have, and could in the future, result in impairment of our investments and long-lived assets.

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More recently, global inflation rates have increased to levels not seen in several decades, which may result in decreased demand for our products and services, increases in our operating costs, including our labor costs, constrained credit and liquidity, reduced government spending and volatility in financial markets. The Federal Reserve and other international government agencies have raised, and may again raise, interest rates in response to concerns over inflation risk. Increases in interest rates on credit and debt that would increase the cost of any borrowing that we may make from time to time and could impact our ability to access the capital markets. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. In an inflationary environment, we may be unable to raise the sales prices of our products and services at or above the rate at which our costs increase, which would reduce our profit margins and could have a material adverse effect on our financial results and net income. We also may experience lower than expected sales and potential adverse impacts on our competitive position if there is a decrease in consumer spending or a negative reaction to our pricing. A reduction in our revenue would be detrimental to our profitability and financial condition and could also have an adverse impact on our future growth.

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Our customer platform and its underlying infrastructure are inherently complex and may contain material defects or errors. We release modifications, updates, bug fixes and other changes to our software several times per day, without traditional human-performed quality control reviews for each release. We have from time to time found defects in our software and may discover additional defects in the future. We may not be able to detect and correct defects or errors before customers begin to use our platform or its applications. Consequently, we or our customers may discover defects or errors after our platform has been implemented.

Our customer platform and its underlying infrastructure are inherently complex and may contain material defects or errors. We release modifications, updates, bug fixes and other changes to our software several times per day, without traditional human-performed quality control reviews for each release. We have from time to time found defects in our software and may discover additional defects in the future. We may not be able to detect and correct defects or errors before customers begin to use our platform or its applications. Consequently, we or our customers may discover defects or errors after our platform has been implemented. Defects or errors could result in product outages and could also cause inaccuracies in the data we collect and process for our customers, or even the loss, damage or inadvertent release of such confidential data. We implement bug fixes and upgrades as part of our regular system maintenance, which may lead to system downtime. Even if we are able to implement the bug fixes and upgrades in a timely manner, any history of product outages, defects or inaccuracies in the data we collect for our customers, or the loss, damage or inadvertent release of confidential data could cause our reputation to be harmed, and customers may elect not to purchase or renew their agreements with us. Furthermore, these issues could subject us to service performance credits (whether offered by us or required by contract), warranty claims or increased insurance costs. The costs associated with product outages, any material defects or errors in our platform or other performance problems may be substantial and could materially adversely affect our operating results.

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A significant percentage of our customers choose to integrate our platform with certain capabilities provided by third-party application providers using application programming interfaces APIs published by these providers. The functionality and popularity of our customer platform depends, in part, on our ability to integrate our platform with third-party applications and platforms, including CRM, CMS, e-commerce, call center, analytics and social media sites that our customers use and from which they obtain data. Third-party providers of applications and APIs may change the features of their applications and platforms, restrict our access to their applications and platforms, or alter the terms governing use of their applications and APIs and access to those applications and platforms in an adverse manner. Such changes could functionally limit or terminate our ability to use these third-party applications and platforms in conjunction with our platform, which could negatively impact our offerings and harm our business. If we fail to integrate our platform with new third-party applications and platforms that our customers use for marketing, sales, services, operations, revenue, or content management purposes, or fail to renew existing relationships pursuant to which we currently provide such integration, we may not be able to offer the functionality that our customers need, which would negatively impact our ability to generate new revenue or maintain existing revenue and adversely impact our business.

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Cyber-attacks, denial-of-service attacks, ransomware attacks, supply chain attacks, business email compromises, computer malware, viruses, wrongful intrusions, data breaches, social engineering (including phishing), and other compromises are prevalent in our industry, the industries of certain of our service providers and our customers' industries. Like other companies in our industry, we and our third-party vendors have in the past experienced threats and security incidents related to our data and systems, and we may in the future experience other threats, compromises, breaches, or incidents. Attempts to disrupt or gain unauthorized access to our and our third-party vendors' information systems from malicious third parties or insider threats may incorporate widely varying and frequently changing tactics, which may be enhanced or facilitated by AI. Our internal computer systems and those of our current and any future strategic collaborators, vendors, and other contractors or consultants are vulnerable to damage from cyber-attacks, attacks enhanced or facilitated by AI, computer viruses, unauthorized access, natural disasters, cybersecurity threats, terrorism, geopolitical conflict, war and telecommunication and electrical failures. Accordingly, if our cybersecurity measures or those of our service providers fail to protect against unauthorized access, attacks (which may include sophisticated cyber-attacks), compromise or the mishandling of data by our employees and contractors, then our reputation, customer trust, business, results of operations and financial condition could be adversely affected. Cyber incidents have been increasing in sophistication and frequency and can include third parties gaining access to employee or customer data using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, vulnerabilities in first- or third-party code, card skimming code, and other deliberate attacks and attempts to gain unauthorized access. These attacks and activities are also being facilitated or enhanced by evolving technologies, including AI, such as through the exploitation of previously unknown vulnerabilities that may increasingly be discovered and exploited, including by autonomous AI agents through increasingly capable frontier AI models. This risk is increased by the difficulty of balancing rapid vulnerability patching and system availability in a large and rapidly-changing production environment. As frontier AI models enhance the ability of threat actors to rapidly identify previously unknown vulnerabilities and automate complex, multi-stage attack chains, the time available to develop and deploy countermeasures is likely to be significantly compressed. Consequently, we may be required to undertake more frequent emergency patching and remediation efforts, which could increase our operational costs and heighten the risk of service disruptions caused by the patching process itself. At times, we may be unable to patch all of our systems in a manner that strictly adheres to our internally prescribed timelines. The techniques used to sabotage or to obtain unauthorized access to our platform, systems, networks, or physical facilities in which data is stored or through which data is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring. Because the techniques used by threat actors who may attempt to penetrate and sabotage our computer systems change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques. Additionally, with the expansion of remote work and resource access, there is an increased risk that we may experience cybersecurity-related events such as phishing attacks, exploitation of any cybersecurity flaws that may exist, an increase in the number of cybersecurity threats or attacks, and other security challenges as a result of most of our employees and our service providers continuing to work remotely from non-corporate managed networks. There is also a risk of potential increase in such attacks due to cyberwarfare in connection with the ongoing global conflicts, such as the conflict in Iran, the Russia-Ukraine conflict, the Israel-Hamas conflict, and recent events in Venezuela, which could adversely affect our and our suppliers' ability to maintain or enhance key cybersecurity and data protection measures. We believe we have previously been, and may in the future become, the target of cyber-attacks, incidents, or compromises by third parties seeking unauthorized access to our or our customers' data, systems, or infrastructure, or to disrupt our operations or ability to provide our services.

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Our use of "open source" software and open weight AI models could negatively affect our ability to offer our platform and subject us to possible litigation.

A substantial portion of our cloud-based platform incorporates so-called "open source" software, and we may incorporate additional open source software in the future. Open source software is generally freely accessible, usable and modifiable. We also increasingly incorporate open weight AI models, including models developed outside the United States, into our platform, and may modify and deploy them in self-hosted environments. Using open source software or open weight AI models can present uncertainty regarding license terms and restrictions, potential exposure to intellectual property, privacy or other claims related to training data, increased risk of embedded bias or security vulnerabilities and challenges in compliance with evolving AI-specific regulations. In addition, changes in applicable laws, trade or national-security restrictions, customer requirements, or the nature of our modifications to open weight AI models could limit our ability to use them or subject us to additional regulatory obligations. If we are required to discontinue or replace such models, we could incur increased costs or experience delays or disruptions to our products and services. Furthermore, certain open source licenses may, in certain circumstances, require us to offer the components of our platform that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and that we license such modifications or derivative works under the terms of the particular open source license. If an author or other third party that distributes open source software we use were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, including being enjoined from the offering of the components of our platform that contained the open source software and being required to comply with the foregoing conditions, which could disrupt our ability to offer the affected software. We could also be subject to suits by parties claiming ownership of what we believe to be open source software. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition and require us to devote additional research and development resources to change our products.

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Recently, plaintiffs' attorneys have initiated a wave of demand letters, claims and class action lawsuits alleging companies' use of online trackers, such as cookies and pixels, constitutes a violation of state wiretapping laws, primarily the California Invasion of Privacy Act. ("CIPA"). Plaintiffs' attorneys have also expanded their claims and threatened claims to other privacy-related statutes that provide for private rights of action, including statutes governing text messaging and other commercial communications. So far, most of these claims have settled outside the courthouse, though a risk of costly litigation now exists for business practices that are common. We have been subject to these actions and may become subject to additional such actions in the future.

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In connection with the operation of some of our business lines, such as business intelligence and AI services, we collect, process and share personal data, such as business contact information or other personal data individuals make available in their professional capacity. We may be subject to additional requirements under privacy and data protection laws that could lead to additional compliance costs, regulatory scrutiny, claims, and reputational risks that may affect our business. For example, we may be required to send notifications to individuals and are required to respond to higher volumes of data privacy requests, including through centralized deletion mechanisms, which may increase request volumes, require substantial costs and expenses, or reduce the potential value of our business intelligence services. We may also receive data from third-party vendors (e.g., data brokers) in connection with such services. While we have implemented certain contractual measures with such vendors to protect our interests, we are ultimately unable to verify with complete certainty the source of such data, how it was received, and that such information was collected and is being shared with us in compliance with all applicable data privacy laws. Furthermore, the uncertain and shifting regulatory environment and trust climate may cause concerns regarding data privacy and may cause our vendors, customers, users, or our customers' customers to decline to provide the data necessary to allow us to offer some of our services to our customers and users effectively, or could prompt individuals to opt out of our collection of their personal data. Concern regarding our use of the personal data collected when performing our services could keep prospective customers from subscribing to our services.

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Outside the U.S., lawmaking and regulation relating to AI is proceeding at a similar pace. In Europe, for example, the EU's Artificial Intelligence Act ("AI Act") entered into force on August 1, 2024 and applies on a phased basis, with certain provisions already in effect. In May July 2026, the EU institutions reached agreement on adopted a Digital Omnibus package regulation amending the EU AI Act that, among other things, defers the application of certain obligations for high-risk AI systems, with such obligations which are now expected scheduled to apply from December 2, 2027, for stand-alone high-risk systems and from August 2, 2028. for AI embedded in certain regulated products. The implementation timeline and scope of the AI Act remain subject to further change. This legislation imposes significant obligations on providers and deployers of high-risk AI systems, and encourages providers and deployers of AI systems to account for EU ethical principles in their development and use of these systems. As we continue to develop and use AI systems, which may be governed by the AI Act or other emerging regulations, we may be required to ensure higher standards of data quality, transparency, and human oversight, as well as adhere to specific ethical, accountability, and administrative requirements, some of which may increase our costs and compliance obligations. Further, potential government regulation related to AI use and ethics may also increase the cost of research and development in this area, and failure to properly remediate AI usage or ethics issues may cause public confidence in AI to be undermined, which could slow adoption of AI in our products and services.

Further, potential government regulation related to AI use and ethics may also increase the cost of research and development in this area, and failure to properly remediate AI usage or ethics issues may cause public confidence in AI to be undermined, which could slow adoption of AI in our products and services.

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Our business activities are subject to various restrictions under U.S. and other global export controls and trade and economic sanctions laws, including the U.S. Commerce Department's Export Administration Regulations and economic and trade sanctions regulations maintained by the U.S. Treasury Department's Office of Foreign Assets Control. If we fail to comply with these laws and regulations, we, and certain of our employees, could be subject to civil or criminal penalties and reputational harm. Obtaining the necessary authorizations, including any required license(s), for a particular transaction may be time-consuming, is not guaranteed, and may result in the delay or loss of sales opportunities. Furthermore, export control laws and economic sanctions laws prohibit certain transactions with embargoed or sanctioned countries, governments, persons and entities. These sanctions laws with which we must comply may also change rapidly from time to time as a result of geopolitical events, such as the imposition of sanctions on Russia as a result of the conflict between Russia and Ukraine. Although we take precautions to prevent unlawful transactions and business relationships with sanction sanctions targets, the possibility exists that we could inadvertently provide our products and services to persons or entities prohibited by U.S. and other global sanctions regimes. This could result in negative consequences to us, including government investigations, enforcement actions resulting in civil and/or criminal penalties and reputational harm.

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We generated net income of $75.9 $158.9 million for the six nine months ended June September 30, 2026 and net losses of $25.1 $8.5 million for the six nine months ended June September 30, 2025. As of June September 30, 2026, we had an accumulated deficit of $678.0 $595.0 million. We will need to generate and sustain increased revenue levels in future periods to become consistently profitable, and, even if we do, we may not be able to maintain or increase our level of profitability. We have spent and intend to continue to expend significant funds on our marketing, sales, customer service, and general and administrative operations, the development and enhancement of our customer platform, scaling our data center infrastructure and services capabilities and expanding into new markets. Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue enough to offset our higher operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described in this Quarterly Report on Form 10-Q, and unforeseen expenses, difficulties, complications and delays and other unknown events. If we are unable to achieve and sustain profitability, the market price of our common stock may decrease significantly.

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From time to time, we may invest in social impact investment funds. As of June September 30, 2026, we have invested $12.2 million in the National Strategic Investments Impact Fund (f/k/a the Black Economic Development Fund) and $7.5 million in support of Minority Depository Institutions to help close the racial wealth, health and opportunity gap. There is no guarantee as to the performance of this investment or any similar investments we make in the future. Depending on the performance of this investment and future investments we may make, we may not receive any return on our investment or we may lose our entire investment, which could have an adverse effect on our business

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• pricing our customer platform subscriptions effectively so that we are able to attract and retain customers without compromising our profitability;

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• general economic and political conditions in our domestic and international markets, including economic sanctions, trade policy changes and restrictions, trade wars, tariffs, retaliatory trade measures or the threat posed by such actions.

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The trading prices of the securities of technology companies, including providers of software via the cloud-based model, have been highly volatile. Since shares of our common stock were sold in our initial public offering in October 2014 at a price of $25.00 per share, our stock price has ranged from $25.79 to $881.13 through June September 30, 2026. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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• changes in perceptions about the impact of evolving technologies, including AI, on our business;

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In the past, stockholders have instituted securities class action litigation following periods of market volatility, and recent securities class actions against software companies have alleged inadequate disclosure of the effect of AI on their competitive position, existing products or customer demand. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business.

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We cannot guarantee that our share repurchase program programs will be fully consummated or will enhance long-term stockholder value, and share repurchases could increase the volatility of the trading price of our common stock and diminish our cash reserves.

On February 7, 2026, our Board of Directors authorized a the February 2026 Share Repurchase Program under which we are authorized to purchase up to $1.0 billion of our common stock from time to time (the "February 2026 Share Repurchase Program"). As of the date of filing this report, a total of $257.1 million remained available for repurchase under the February 2026 Share Repurchase Program. On August 3, 2026, our Board of Directors authorized an additional the August 2026 Share Repurchase Program under which we are authorized to purchase up to an additional $1.0 billion of our common stock from time to time. (together with the February 2026 Share Repurchase Program, the "2026 Share Repurchase Programs"), all of which remained available for repurchase As of the date of filing this report, a total of $964.1 million remained available for repurchase under the Share Repurchase Programs. Repurchases under the 2026 Share Repurchase Programs 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 2026 Share Repurchase Programs are subject to the discretion of our management. The 2026 Share Repurchase Programs do not obligate us to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice. There can be no assurance that we will repurchase shares at favorable prices. Further, our share repurchases could affect the trading price of our common stock, increase its volatility, reduce our cash reserves, and may be suspended or terminated at any time, which may result in a lower market valuation of our common stock.

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• authorize "blank check" preferred stock, which could be issued by the our Board of Directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock;

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Unregistered sales of stock 4 changes

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Share repurchases of the Company's common stock for the three months ended June September 30, 2026 were as follows (in thousands, except share data):

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June 1, 2026 to June 30, 2026

May August 1, 2026 to May August 31, 2026

April September 1, 2026 to April September 30, 2026

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Other information 8 changes

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Nature of Trading Arrangement

Duration of Trading Arrangement

Aggregate Number of Securities

Dharmesh Shah ( Co-Founder and Chief Technology Officer )

Termination ( May 11, 2026 ) 1

Trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c)

(1) Trading arrangement was originally adopted February 13, 2026 and amended February 25, 2026 .

During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , terminated or modified the amount, pricing or provisions in a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408 of Regulation S-K).

Exhibits 4 changes

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Amendment No. 1 to the HubSpot, Inc. 2024 Stock Option and Incentive Plan.

Amended and Restated Cash Incentive Bonus Plan

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Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents

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# Indicates a management contract or compensatory plan.

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