Marc Holmes - 19 Feb 2025 Form 4 Insider Report for HashiCorp, Inc. (HCP)

Role: CHIEF MARKETING OFFICER
Signature: /s/ Paul Warenski, by power of attorney
Issuer symbol: HCP
Transactions as of: 19 Feb 2025
Transactions value $: $0
Form type: 4
Filing time: 21 Feb 2025, 20:26:19 UTC
Previous filing: 23 Dec 2024
Next filing: 27 Feb 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HCP	Performance-based Restricted Stock Units	Award	$0	+38.2K		$0.00	38.2K	19 Feb 2025	Class A Common Stock	38.2K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each performance-based restricted stock unit, or PSU, represents a contingent right to receive one share of the Issuer's Class A common stock.
F2	Each PSU vests upon (i) the achievement of continued service criteria and (ii) the achievement of performance goals relating to Cloud cRPO and/or Non-GAAP EBIT Margin (as such terms are defined in the applicable PSU agreement) during the performance period beginning on February 1, 2024, and ending on January 31, 2025. Upon the approval and certification of the achievement of the performance criteria by the Compensation Committee on February 19, 2025, one-third of the PSUs that became eligible to vest will vest on March 20, 2025 and the remaining eligible PSUs will vest thereafter in eight equal quarterly installments.

Content

Each performance-based restricted stock unit, or PSU, represents a contingent right to receive one share of the Issuer's Class A common stock.

Each PSU vests upon (i) the achievement of continued service criteria and (ii) the achievement of performance goals relating to Cloud cRPO and/or Non-GAAP EBIT Margin (as such terms are defined in the applicable PSU agreement) during the performance period beginning on February 1, 2024, and ending on January 31, 2025. Upon the approval and certification of the achievement of the performance criteria by the Compensation Committee on February 19, 2025, one-third of the PSUs that became eligible to vest will vest on March 20, 2025 and the remaining eligible PSUs will vest thereafter in eight equal quarterly installments.