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HubSpot (NYSE: HUBS) sets U.S. federal courts for securities claims

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HubSpot, Inc. reports that its Board of Directors approved a by-law amendment on March 11, 2026. The change makes the federal district courts of the United States the exclusive forum for any complaint arising under the Securities Act of 1933, the Securities Exchange Act of 1934, or related rules and regulations, unless HubSpot agrees in writing to a different forum. The Board adopted this provision in response to recent amendments to the Generate Corporation Law of the State of Delaware. The full text of the amendment is provided as an exhibit.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 11, 2026

 

 

HubSpot, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Massachusetts

001-36680

20-2632791

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Two Canal Park

 

Cambridge, Massachusetts

 

02141

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

 

 

,

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

 

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

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, Par Value $0.001 per share

 

HUBS

 

The New York Stock Exchange

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

Emerging growth company ☐

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

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 11, 2026, the Board of Directors (the “Board”) of HubSpot, Inc. (the “Company”) approved an amendment to the Company’s sixth amended and restated by-laws (the “By-law Amendment”), effective immediately, to designate the federal district courts of the United States as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the respective rules and regulations promulgated thereunder, unless the Company consents in writing to the selection of an alternative forum. The Board approved the By-law Amendment in response to recent amendments to the Generate Corporation Law of the State of Delaware regarding such forum selection provisions.

The foregoing description of the By-law Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the By-law Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

Exhibit No.

 

Description

3.1

 

Amendment No. 1 to Sixth Amended and Restated By-laws of HubSpot, Inc.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

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

 

 

 

HubSpot, Inc.

 

 

 

 

Date:

March 11, 2026

By:

/s/ Erika Fisher

 

 

 

Name: Erika Fisher
Title: Chief Legal Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did HubSpot (HUBS) disclose in this 8-K?

HubSpot disclosed a by-law amendment that designates U.S. federal district courts as the exclusive forum for lawsuits under the Securities Act of 1933 and the Securities Exchange Act of 1934, unless the company agrees in writing to another forum.

When did HubSpot’s new exclusive federal forum by-law become effective?

The Board of HubSpot approved the by-law amendment on March 11, 2026, and it became effective immediately. From that date, specified federal securities law claims must be brought in U.S. federal district courts unless HubSpot consents to an alternative forum in writing.

Can securities lawsuits against HubSpot still be filed in non-federal courts?

Under the amended by-laws, specified securities claims must be filed in U.S. federal district courts. However, HubSpot retains flexibility because it may consent in writing to the selection of an alternative forum for a particular dispute, if it chooses to do so.

Why did HubSpot’s Board adopt this federal forum by-law amendment?

The Board adopted the amendment in response to recent amendments to the Generate Corporation Law of the State of Delaware regarding forum selection provisions. This ties HubSpot’s by-laws more closely to updated Delaware corporate law guidance on securities-related forum clauses.

Where can investors read the full text of HubSpot’s by-law amendment?

The complete text is filed as Exhibit 3.1, titled “Amendment No. 1 to Sixth Amended and Restated By-laws of HubSpot, Inc.” It accompanies the current report and is incorporated by reference, allowing investors to review the precise language of the new provision.

Filing Exhibits & Attachments

2 documents

Other Documents