Freshworks (NASDAQ: FRSH) authorizes $400M Class A stock buyback

How will Freshworks (FRSH) execute the $400 million share repurchase?

Can Freshworks change or stop its new share repurchase program?

Why does Freshworks believe a share repurchase makes sense now?

Rhea-AI Filing Summary

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8-K Event Classification

What stock repurchase program did Freshworks (FRSH) announce?

What recent financial performance did Freshworks (FRSH) highlight with the buyback?

What type of stock is covered by Freshworks’ $400 million repurchase?

Press Releases

Freshworks may repurchase shares over time in the open market, via privately negotiated transactions, and other methods compliant with securities laws. It may also establish Rule 10b5-1 plans, which allow pre-arranged, automated repurchases based on preset trading instructions and conditions.

Yes. The company states the repurchase program may be suspended or discontinued at any time. Management will decide timing, manner, price, and amount of repurchases based on business conditions, market environment, stock price, and regulatory and corporate considerations.

Freshworks’ CEO states the follow-on program reflects confidence in the company’s long-term strategy, durable growth, and disciplined capital allocation. He adds they plan to repurchase shares they believe the market substantially undervalues while keeping sufficient cash to fund future growth investments.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Freshworks Inc. announced that its Board of Directors has authorized a stock repurchase program for up to $400 million of its outstanding Class A common stock. The company may buy shares on the open market, through private transactions, or via other methods permitted under securities laws, and can use Rule 10b5-1 plans to automate purchases.

Management highlights that Freshworks achieved GAAP profitability in 2025, generated over $223M in free cash flow and $0.76 per weighted average diluted share, with both metrics nearly tripling from 2023. The timing and amount of repurchases will be at the company’s discretion and the program can be suspended or discontinued at any time.

Substantial buyback capacity: Board authorization to repurchase up to $400 million of Class A common stock indicates sufficient balance sheet strength to commit meaningful capital to share repurchases.
Improved profitability and cash flow: Achieving GAAP profitability in 2025 with free cash flow over $223M and $0.76 per diluted share, both nearly tripling from 2023, reflects significantly stronger operating and cash-generation performance.

None.

Freshworks pairs $400M buyback with stronger profitability and cash generation.

Freshworks has authorized repurchases of up to $400 million of Class A common stock, signaling a willingness to return capital while managing share count. The authorization is flexible, covering open market and privately negotiated transactions and potential Rule 10b5-1 trading plans.

The company reports GAAP profitability in 2025 with free cash flow over $223M and diluted free cash flow per share of $0.76, both nearly tripling versus 2023. This suggests a stronger financial profile that can support buybacks alongside ongoing investment needs.

Actual impact will depend on how much of the $400 million authorization is used, the pace of repurchases, and prevailing share prices. The program is discretionary and may be suspended or discontinued, so future disclosures will clarify execution over subsequent reporting periods.

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Understanding 8-K Material Events →

02/26/2026 - 08:15 AM

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): February 25, 2026

FRESHWORKS INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40806	33-1218825
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2950 S. Delaware Street, Suite 201

San Mateo, CA 94403

(Address of Principal Executive Offices and Zip Code)

(650) 513-0514

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instruction A.2. below):

☐	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
Class A Common Stock, $0.00001 par value per share	FRSH	The Nasdaq Stock Market LLC

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 8.01

Other Events.

On February 25, 2026, the Board of Directors of the Company approved a stock repurchase program for the repurchase of up to $400 million of the Company’s outstanding Class A common stock. Under the repurchase program, the Company may repurchase shares of the Company’s outstanding Class A common stock from time to time in the open market, through privately negotiated transactions and/or other means in compliance with the Exchange Act and the rules and regulations thereunder. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of common stock under this authorization. The timing, manner, price, and amount of any repurchases will be determined by the Company at its discretion, and will depend on a variety of factors, including business, economic and market conditions, prevailing stock prices, corporate and regulatory requirements, and other considerations. The repurchase program may be suspended or discontinued at any time. A copy of the press release announcing the repurchase program is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. All such statements in this report, other than statements of historical fact, are forward-looking statements. Words such as “expect,” “intend,” “will,” “plan,” “anticipate,” “may,” “believe,” “continue,” and similar expressions are intended to identify forward-looking statements. The Company bases its forward-looking statements on information available to it on the date of this report, and undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise, except as may otherwise be required by law. Actual results and other events could differ materially from any forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk factors set forth in the Company’s reports on Form 10-K and Form 10-Q and the other risks and uncertainties discussed in any subsequent reports that the Company files with the Securities and Exchange Commission from time to time.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

99.1		Press Release dated February 26, 2026

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.

Exhibit 99.1

Freshworks Announces Board Authorization of $400 Million Share Repurchase Program

SAN MATEO, Calif. – February 26, 2026 – Freshworks Inc. (NASDAQ: FRSH) today announced that its Board of Directors authorized a stock repurchase program of up to $400 million of the company’s outstanding Class A common stock.

“This follow-on share repurchase program demonstrates our confidence in the Company’s long-term strategy, durable growth and dedication to disciplined capital allocation,” stated Dennis Woodside, CEO & President. “In addition to achieving GAAP profitability in 2025, we generated over $223M in free cash flow and $0.76 per weighted average diluted share, both nearly tripling from 2023. With this program we plan to repurchase shares that we believe the market substantially undervalues, while retaining sufficient cash to invest in future top line and bottom line growth.”

Freshworks may repurchase shares from time to time in the open market, through privately negotiated transactions and/or other means in compliance with the Securities Exchange Act of 1934 and the rules and regulations thereunder. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of common stock under this authorization. The timing, manner, price, and amount of any repurchases will be determined by Freshworks at its discretion, and will depend on a variety of factors, including business, economic and market conditions, prevailing stock prices, corporate and regulatory requirements, and other considerations. The repurchase program may be suspended or discontinued at any time.

About Freshworks Inc.

Freshworks Inc. (NASDAQ: FRSH) builds uncomplicated service software that delivers exceptional employee and customer experiences. Our enterprise-grade solutions are powerful, yet easy to use, and quick to deliver results. Our people-first approach to AI eliminates friction, making employees more effective and organizations more efficient. Nearly 75,000 companies, including Bridgestone, New Balance, Nucor, S&P Global, and Sony Music, trust Freshworks’ Employee Experience (EX) and Customer Experience (CX) software to eliminate complexity and increase productivity, loyalty and growth. For the latest company news and customer stories, visit www.freshworks.com and follow us on Facebook, LinkedIn, and X.

Forward-Looking Statements

Certain statements in this news release are forward-looking statements within the meaning of the federal securities laws, including statements relating to the Company’s plan to repurchase up to $400 million of its outstanding Class A common stock. All such statements in this report, other than statements of historical fact, are forward-looking statements. Words such as “expect”, “intend,” “will,” “plan,” “anticipate,” “may,” “believe,” “continue,” and similar expressions are intended to identify forward-looking statements. The Company’s forward-looking statements are based on certain assumptions and reflect the Company’s current expectations. As a result, forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including other factors discussed in the Company’s reports on Form 10-K and Form 10-Q and the other risks and uncertainties discussed in any subsequent reports that the Company files with the Securities and Exchange Commission from time to time.

^© 2026 Freshworks Inc. All rights reserved. Freshworks and its associated logos are trademarks of Freshworks Inc. All other trademarks are property of their respective owners. Nothing in this press release should be construed to the contrary, or as an approval, endorsement or sponsorship by any third party of Freshworks Inc. or any aspect of this press release.

Investor Relations Contact:

IR@freshworks.com

Media Relations Contact:

PR@freshworks.com

Source: View Original Filing on SEC EDGAR

Freshworks’ Board authorized a stock repurchase program of up to $400 million of its outstanding Class A common stock. The company can buy shares in the open market, through privately negotiated transactions, or other lawful methods, with full discretion over timing, price, and amount.

Freshworks notes it achieved GAAP profitability in 2025, generated over $223M in free cash flow and $0.76 per weighted average diluted share. Both metrics nearly tripled compared with 2023, supporting the decision to authorize a sizeable repurchase.

The authorization specifically covers repurchases of Freshworks’ outstanding Class A common stock. These are the shares listed on The Nasdaq Stock Market under the ticker symbol FRSH and represent the class targeted by the approved buyback program.

4 documents

Freshworks Inc.

Dated: February 26, 2026

/s/ Tyler Sloat

Tyler Sloat

Chief Financial and Operating Officer

EX-99.1 EX-99.1 6.2 KB