Freshworks Announces Inducement Grant under Listing Rule 5635(C)(4) of the Nasdaq Stock Market

Freshworks awards over one million inducement RSUs to its new Chief Product and Technology Officer, vesting quarterly across roughly four years.

Rhea-AI Summary

Freshworks (FRSH) granted Chief Product and Technology Officer Ryan Manning a restricted stock unit award for 1,162,790 Class A shares under its 2022 Inducement Plan. The grant was approved as an inducement for his employment under Nasdaq Listing Rule 5635(c)(4) and will vest quarterly over approximately four years, subject to continued employment and plan and award agreement terms.

Positive

• 1,162,790 RSUs granted to align new CPTO incentives with shareholders over four years

Negative

• Equity award of 1,162,790 new shares may create incremental shareholder dilution over time

Market Context

Freshworks gained 0.61% after its August 6 FedRAMP announcement, providing a historical comparator r...

Analysis

Freshworks gained 0.61% after its August 6 FedRAMP announcement, providing a historical comparator rather than a grant-specific benchmark. The award’s vesting conditions add retention context; net insider selling remains a separate risk to monitor.

Key Figures

Restricted stock units: 1,162,790 shares Vesting period: approximately four years Quarterly vesting: 1/16th per quarter

3 metrics

Restricted stock units 1,162,790 shares Award to newly appointed Chief Product and Technology Officer

Vesting period approximately four years Restricted stock unit award

Quarterly vesting 1/16th per quarter Following the grant date, subject to continued employment

Historical Context

5 past events · Latest: Aug 06 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 06	FedRAMP designation	Positive	+0.6%	Freshservice achieved FedRAMP In Process status for Class C Moderate authorization.
Aug 06	Conference participation	Neutral	+0.6%	Freshworks scheduled participation in the Oppenheimer technology and communications conference.
Aug 04	2Q26 earnings report	Positive	-4.3%	Record revenue and first 2026 GAAP-profitable quarter accompanied a -4.32% reaction.
Jul 29	Gartner recognition	Positive	+3.9%	Freshworks was named a Leader in Gartner's IT service management platforms evaluation.
Jul 28	Leadership appointment	Positive	+3.3%	Ryan Manning was appointed Chief Product and Technology Officer effective August 10.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Positive announcements produced mixed reactions, including a -4.32% response to earnings versus gains on other company news.

Key Terms

restricted stock unit, inducement, listing rule 5635(c)(4), vesting

4 terms

restricted stock unit financial

"it granted to Ryan Manning, Freshworks’ recently appointed Chief Product and Technology Officer, a restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

inducement regulatory

"The award was granted as an inducement material to Mr. Manning becoming a new employee"

Something offered to persuade someone to act a certain way, such as a payment, gift, rebate, stock award, or other benefit intended to influence decisions. Investors care because inducements can change behavior inside or around a company—affecting costs, sales practices, or management incentives—and can create conflicts of interest or trigger regulatory review. Think of it like a coupon or bonus meant to sway a choice, which can alter expected outcomes for shareholders.

listing rule 5635(c)(4) regulatory

"in accordance with The Nasdaq Stock Market Listing Rule 5635(c)(4)"

Nasdaq Listing Rule 5635(c)(4) is a specific rule in the Nasdaq listing standards that requires a listed company to obtain shareholder approval before issuing its common stock (or securities convertible into common stock) in certain corporate transactions where the issuance would exceed thresholds or affect control. It matters to investors because the rule governs when shareholders must vote on deals that can dilute existing holdings or change voting control, and compliance affects whether an issuance is valid and whether the company stays in good standing with the exchange.

vesting financial

"The award will vest over approximately four years"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SAN MATEO, Calif., Sept. 03, 2026 (GLOBE NEWSWIRE) -- Freshworks Inc. (Nasdaq: FRSH), the AI-powered, unified service operations platform, announced today that it granted to Ryan Manning, Freshworks’ recently appointed Chief Product and Technology Officer, a restricted stock unit award covering 1,162,790 shares of Freshworks’ Class A common stock under its 2022 Inducement Plan. The award was granted as an inducement material to Mr. Manning becoming a new employee of Freshworks in accordance with The Nasdaq Stock Market Listing Rule 5635(c)(4).

The award will vest over approximately four years, with 1/16th of the award vesting each quarter following the grant date, subject to Mr. Manning’s continued employment with Freshworks through the relevant vesting date. The award is subject to the terms and conditions of Freshworks’ 2022 Inducement Plan and the terms and conditions of a restricted stock unit award agreement covering the award.

About Freshworks Inc.

Freshworks is the AI-powered, unified service operations platform that is fast to deploy, intuitive to use, and enables every employee to be more productive. We offer powerful configurability and scalability, without the operational drag of legacy platforms. Organizations including Bridgestone, New Balance, S&P Global, and Sony Music trust Freshworks to deliver quality employee and customer service and manage efficient technology operations. For the latest updates, visit freshworks.com and follow Freshworks on LinkedIn, X, and Facebook.

Investor Relations Contact:
IR@freshworks.com

Media Relations Contact:
PR@freshworks.com

© 2026 Freshworks Inc. All Rights Reserved. Freshworks and any associated logo are trademarks of Freshworks Inc. All other company, brand and product names may be trademarks or registered trademarks of their respective companies. Nothing in this press release should be construed to the contrary, or as an approval, endorsement or sponsorship by any third parties of Freshworks Inc. or any aspect of this press release.

FAQ

What equity award did Freshworks (FRSH) grant to Ryan Manning?

Freshworks granted Ryan Manning a restricted stock unit award covering 1,162,790 shares of its Class A common stock under the company’s 2022 Inducement Plan as an inducement for his employment.

How will Ryan Manning’s RSU award from Freshworks (FRSH) vest?

The RSU award will vest over approximately four years, with 1/16th of the award vesting each quarter after the grant date, subject to Ryan Manning’s continued employment through each vesting date.

Under which plan was the Freshworks (FRSH) inducement award to Ryan Manning granted?

The inducement RSU award to Ryan Manning was granted under Freshworks’ 2022 Inducement Plan, and is also subject to a restricted stock unit award agreement covering the award.

Why is the Freshworks (FRSH) RSU grant to Ryan Manning classified under Nasdaq Listing Rule 5635(c)(4)?

The RSU grant is classified under Nasdaq Listing Rule 5635(c)(4) because it was approved as an inducement material to Ryan Manning becoming a new employee of Freshworks, rather than being granted under a stockholder‑approved equity plan.