What the changes say
- HubSpot added risks covering new credit facility terms, share repurchases, and climate change disruptions.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Strategy
Company may be required to commit significant resources to developing new products, software and services, such as Breeze, before knowing whether such investment will result in products or services that the market will accept
Developing new products and services like Breeze requires significant resources before market acceptance is known.
- NewRisks Related to Our Technical Operations Infrastructure and Dependence on Third Parties
internal operations. Our information technology systems are an essential component of our business and any disruption could significantly limit our ability to manage and operate our business efficiently
Releasing software modifications several times per day without traditional quality control risks bugs and service outages.
- NewRisks Related to Intellectual Property
Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform and offerings
Competitors may independently develop technologies equivalent or superior to HubSpot platform and offerings.
- NewRisks Related to Government Regulation
Our use of new and evolving technologies, such as AI, may present risks and challenges that can impact our business, including by posing cybersecurity and other risks to our confidential and/or proprietary information, including personal information, and as a result we may be exposed to reputational harm and liability
Integrating AI technologies exposes the company to risks like hallucinations, data poisoning, bias, and reputational harm.
- NewRisks Related to Our Operating Results and Financial Condition
We have a history of losses and may not become consistently profitable or maintain or increase profitability in the future
The company reported net income of $45.9 million in 2025 and $4.6 million in 2024, with an accumulated deficit of $753.9 million.
- NewRisks Related to Our Operating Results and Financial Condition
general economic and political conditions in our domestic and international markets, including economic sanctions, trade policy changes and restrictions, trade wars, tariffs, or the threat posed by such actions
Economic sanctions, trade wars, and tariffs in domestic and international markets could negatively impact financial results.
- NewRisks Related to Indebtedness
Our credit facility provides our lenders with a first-priority lien against substantially all of our assets, and contains financial covenants and other restrictions on our actions, which could limit our operational flexibility and otherwise adversely affect our financial condition
The credit facility provides lenders with a first-priority lien against substantially all assets and restricts operational flexibility.
- NewRisks Related to Indebtedness
undergo a merger or consolidation or other transactions
Failure to comply with credit facility covenants could result in an event of default and immediate repayment of borrowings.
- NewRisks Related to Our Common Stock
We cannot guarantee that our share repurchase program 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
The $1.0 billion 2026 Share Repurchase Program may not be fully consummated and could increase stock price volatility.
- NewGeneral Risks
Climate-related risks, regulatory compliance and evolving stakeholder expectations may impact our business
Climate change and physical events like droughts, heat waves, and wildfires could disrupt employees commuting or working from home.
Dropped
- DroppedRisks Related to Our Business and Strategy
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
- DroppedRisks Related to Government Regulation
with such laws could also impair our efforts to maintain and expand our customer base and business lines, and thereby decrease our revenue
- DroppedRisks Related to Government Regulation
management’s time and attention. Finally, other existing bodies of law, including the criminal laws of various states, may be deemed to apply or new statutes or regulations may be adopted in the future, any of which could expose us to further liability and increase our costs of doing business
- DroppedRisks Related to Government Regulation
contractual terms to satisfy customer and regulatory requirements, or could cause the demand for and sales of our customer platform to decrease and adversely impact our financial results
Intense competition from interactive marketing software companies.
- DroppedRisks Related to Our Operating Results and Financial Condition
We have a history of losses and may not achieve or if achieved, sustain profitability in the future
- DroppedRisks Related to Our Operating Results and Financial Condition
general economic and political conditions in our domestic and international markets
- DroppedRisks Related to Our Notes
limit our ability to borrow additional amounts to fund acquisitions, for working capital and for other general corporate purposes
- DroppedRisks Related to Our Notes
The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results
- DroppedRisks Related to Our Notes
We are subject to counterparty risk with respect to the Capped Call Options
- DroppedGeneral Risks
Climate change may have a long-term impact on our business
Reworded
- 83% rewrittenRisks Related to Our Business and Strategy
We face significant competition from both established and new companies in the software market in which we operate, which may harm our ability to add new customers, retain existing customers and grow our business
Added specific mention of intense competition from software companies providing interactive marketing services.
- 65% rewrittenRisks Related to Government Regulation
Existing federal, state and foreign laws regulate Internet tracking software, commercial emails and text messages, website owners and other activities, and could impact the use of our customer platform and potentially subject us to regulatory enforcement or private litigation
Updated heading to reference regulatory enforcement or private litigation regarding Internet tracking and commercial messages.
Was: Existing federal, state and foreign laws regulate Internet tracking software, the senders of commercial emails and text messages, website owners and other activities, and could impact the use of our customer platform and potentially subject us to regulatory enforcement or private litigation
- 47% rewrittenRisks Related to Our Business and Strategy
We may not be able to scale our business quickly enough to meet our customers’ growing needs and if we are not able to grow efficiently, our operating results could be harmed
Updated heading to emphasize scaling the business efficiently to avoid harming operating results.
- 44% rewrittenRisks Related to Intellectual Property
If we fail to adequately protect our proprietary rights, in the United States and abroad, our competitive position could be impaired and we may lose valuable assets, experience reduced revenue and incur costly litigation to protect our rights
Updated heading to specify protecting proprietary rights in the United States and abroad.
- 40% rewrittenRisks Related to Taxation
Changes in tax laws or regulations that are applied adversely to us or our customers could increase the costs of our customer platform and adversely impact our business
Added specific reference to the One Big Beautiful Bill Act enacted on July 4, 2025.
- 38% rewrittenRisks Related to Taxation
We may not be able to utilize a significant portion of our net operating loss carryforwards, which could adversely affect our profitability
Updated net operating loss carryforwards figures to $1.1 billion of U.S. federal and $866.1 million of state.
- 31% rewrittenRisks Related to Government Regulation
We could face liability, or our reputation might be harmed, as a result of the activities of our customers, the content of their websites or the data they store on our servers
Maintained core risk regarding customer content liability while adjusting minor phrasing.
- 30% rewrittenRisks Related to Our Business and Strategy
If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs or requirements, our customer platform may become less competitive
Added risk that third-party AI technologies leveraged in products may not be available on commercially reasonable terms.
- 27% rewrittenRisks Related to Our Operating Results and Financial Condition
From time to time, we may invest funds in social impact investment funds, and may receive no return on our investment or lose our entire investment
- 24% rewrittenRisks Related to Our Business and Strategy
We are dependent upon customer renewals, the addition of new customers, increased revenue from existing customers and the continued growth of the market for a customer platform
- 24% rewrittenRisks Related to Our Technical Operations Infrastructure and Dependence on Third Parties
If our customer platform has outages or fails due to defects or similar problems, and if we fail to correct any defect or other software problems, we could lose customers, become subject to service performance or warranty claims or incur significant costs
- 23% rewrittenRisks Related to Global Economic Conditions
Weakened global economic conditions may harm our industry, business and results of operations
- 21% rewrittenRisks Related to Our Business and Strategy
Because our long-term growth strategy involves further expansion of our sales to customers outside the United States, our business will be susceptible to risks associated with international operations
All 62 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Strategy
- 01We are dependent upon customer renewals, the addition of new customers, increased revenue from existing customers and the continued growth of the market for a customer platform24% rewritten
- 02Our subscription renewal rates may decrease, and any decrease could harm our future revenue and operating results
- 03We face significant competition from both established and new companies in the software market in which we operate, which may harm our ability to add new customers, retain existing customers and grow our business83% rewritten
- 04content management systems
- 05Failure to effectively develop and expand our customer platform capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform
- 06The rate of growth of our business depends on the continued participation and level of service of our Solutions Partners
- 07If we fail to maintain our thought leadership position, our business may suffer
- 08If we fail to further enhance our brand and maintain our existing strong brand awareness, our ability to expand our customer base will be impaired and our financial condition may suffer
- 09If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs or requirements, our customer platform may become less competitive30% rewritten
- 10If we fail to offer high-quality customer support, our business and reputation may suffer
- 11We may not be able to scale our business quickly enough to meet our customers’ growing needs and if we are not able to grow efficiently, our operating results could be harmed47% rewritten
- 12Company may be required to commit significant resources to developing new products, software and services, such as Breeze, before knowing whether such investment will result in products or services that the market will acceptNew
- 13Changes in the sizes or types of businesses that purchase our platform or in the applications within our customer platform purchased or used by our customers could negatively affect our operating results
- 14We are subject to risks associated with our strategic investments, including partial or complete loss of invested capital. Significant changes in the fair value of this portfolio, including changes in the valuation of our investments in privately held companies, could negatively impact our financial results
- 15Because our long-term growth strategy involves further expansion of our sales to customers outside the United States, our business will be susceptible to risks associated with international operations21% rewritten
- 16adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash
- 17Social and ethical issues relating to the use of new and evolving technologies, such as AI, in our offerings may result in reputational harm and liability
Risks Related to Employee Matters
- 18If we cannot maintain our company culture as we experience changes in our workforce, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success and our business may be harmed
- 19We rely on our management team and other key employees, and the loss of one or more key employees could harm our business
- 20The failure to attract and retain additional qualified personnel could prevent us from executing our business strategy
Risks Related to Global Economic Conditions
- 21We are exposed to fluctuations in currency exchange rates that could adversely affect our financial results
- 22Weakened global economic conditions may harm our industry, business and results of operations23% rewritten
- 23Economic uncertainty may lead to decreased demand for our products and services and otherwise harm our business and results of operations
Risks Related to Our Technical Operations Infrastructure and Dependence on Third Parties
- 24Interruptions or delays in service from our third-party data center providers could impair our ability to deliver our platform to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue
- 25If our customer platform has outages or fails due to defects or similar problems, and if we fail to correct any defect or other software problems, we could lose customers, become subject to service performance or warranty claims or incur significant costs24% rewritten
- 26internal operations. Our information technology systems are an essential component of our business and any disruption could significantly limit our ability to manage and operate our business efficientlyNew
- 27We are dependent on the continued availability of third-party data hosting and transmission services
- 28If we do not or cannot maintain the compatibility of our customer platform with third-party applications that our customers use in their businesses, our revenue will decline
- 29We rely on data provided by third parties, the loss of which could limit the functionality of our platform and disrupt our business
- 30Privacy concerns and end users’ acceptance of Internet behavior tracking may limit the applicability, use and adoption of our customer platform
Risks Related to Intellectual Property
- 31Our business may suffer if it is alleged or determined that our technology infringes the intellectual property rights of others
- 32If we fail to adequately protect our proprietary rights, in the United States and abroad, our competitive position could be impaired and we may lose valuable assets, experience reduced revenue and incur costly litigation to protect our rights44% rewritten
- 33Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform and offeringsNew
- 34Our use of “open source” software could negatively affect our ability to offer our platform and subject us to possible litigation
Risks Related to Government Regulation
- 35Our use of new and evolving technologies, such as AI, may present risks and challenges that can impact our business, including by posing cybersecurity and other risks to our confidential and/or proprietary information, including personal information, and as a result we may be exposed to reputational harm and liabilityNew
- 36We could face liability, or our reputation might be harmed, as a result of the activities of our customers, the content of their websites or the data they store on our servers31% rewritten
- 37The standards that private entities use to regulate the use of email have in the past interfered with, and may in the future interfere with, the effectiveness of our customer platform and our ability to conduct business
- 38Existing federal, state and foreign laws regulate Internet tracking software, commercial emails and text messages, website owners and other activities, and could impact the use of our customer platform and potentially subject us to regulatory enforcement or private litigation65% rewritten
- 39We are subject to governmental export controls and economic sanctions laws that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws
Risks Related to Taxation
- 40We may be subject to additional obligations to collect and remit sales tax and other taxes, and we may be subject to tax liability for past sales, which could harm our business
- 41Changes in tax laws or regulations that are applied adversely to us or our customers could increase the costs of our customer platform and adversely impact our business40% rewritten
- 42We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxes in various jurisdictions
- 43We may not be able to utilize a significant portion of our net operating loss carryforwards, which could adversely affect our profitability38% rewritten
Risks Related to Our Operating Results and Financial Condition
- 44We have a history of losses and may not become consistently profitable or maintain or increase profitability in the futureNew
- 45From time to time, we may invest funds in social impact investment funds, and may receive no return on our investment or lose our entire investment27% rewritten
- 46We may experience quarterly fluctuations in our operating results due to a number of factors, which makes our future results difficult to predict and could cause our operating results to fall below expectations or our guidance
- 47general economic and political conditions in our domestic and international markets, including economic sanctions, trade policy changes and restrictions, trade wars, tariffs, or the threat posed by such actionsNew
- 48If we do not accurately predict subscription renewal rates or otherwise fail to forecast our revenue accurately, or if we fail to match our expenditures with corresponding revenue, our operating results could be adversely affected
- 49Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition and results of operations
Risks Related to Indebtedness
- 50Our credit facility provides our lenders with a first-priority lien against substantially all of our assets, and contains financial covenants and other restrictions on our actions, which could limit our operational flexibility and otherwise adversely affect our financial conditionNew
- 51undergo a merger or consolidation or other transactionsNew
Risks Related to Our Common Stock
- 52Our stock price may be volatile and you may be unable to sell your shares at or above the price you purchased them
- 53other events or factors, including changes in general economic, industry and market conditions and trends, international disputes, wars, and political stability
- 54If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
- 55We cannot guarantee that our share repurchase program 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 reservesNew
- 56Anti-takeover provisions in our charter documents and Delaware law may delay or prevent an acquisition of our company
- 57In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us in certain circumstances
General Risks
- 58Failure to comply with laws and regulations could harm our business
- 59Adverse litigation results could affect our business
- 60Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing
- 61Catastrophic events could disrupt our business and adversely affect our financial condition and results of operations
- 62Climate-related risks, regulatory compliance and evolving stakeholder expectations may impact our businessNew
Other Hubspot 10-Ks
- FY2024 10-K risk factors62 risks
HubSpot faces heavy competition from established software vendors and evolving AI technologies that could render its platform obsolete.
Filed Feb 12, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.