[8-K] Freshworks Inc. Reports Material Event

Rhea-AI Filing Summary

Freshworks Inc. disclosed that Executive Chairman Rathna Girish Mathrubootham will retire from his roles as Executive Chairman, a Class III director, and Chairman of the Board effective December 1, 2025, to focus full-time on Together Fund. The Board has appointed Lead Independent Director Roxanne Austin to serve as Chairperson beginning December 1, 2025; Ms. Austin has served on the Freshworks Board since May 2021 and has extensive board and executive experience at companies including CrowdStrike, Verizon and AbbVie. Mr. Mathrubootham will assist Ms. Austin prior to his resignation to facilitate a smooth leadership transition and the company states his resignation was not due to any disagreement with the company. Effective December 1, 2025, the Board will be reduced to nine members and the number of Class III directors will drop to two.

Positive

• Planned succession: Lead Independent Director Roxanne Austin is appointed Chairperson effective December 1, 2025, ensuring continuity.
• Experienced successor: Ms. Austin brings extensive board and executive experience, including audit committee chair roles at major public companies.
• Orderly transition: Mr. Mathrubootham will assist with the handover and the company states the resignation was not due to any disagreement.

Negative

• Board size reduction: Effective December 1, 2025, the Board will be reduced to nine members, which may affect committee workloads or diversity of viewpoints.
• Reduction in Class III directors: The total number of Class III directors will fall to two, a change that could influence board continuity and staggered-term dynamics.

Insights

Corporate Governance Expert

TL;DR: Board chair succession to an experienced independent director with an orderly transition and no reported disagreement.

The announcement signals a planned governance transition rather than an abrupt departure. Appointing the lead independent director as chair preserves continuity and strengthens independent oversight because Ms. Austin brings significant board and audit committee leadership experience. The reduction in board size and Class III membership is a governance change that could affect committee composition and succession planning; investors may watch committee assignments and any changes to board refreshment plans. The explicit statement that the resignation was not due to disagreement reduces short-term governance risk.

Investor Relations Analyst

TL;DR: Smooth leadership handoff reduces uncertainty, but board composition change is notable.

The company has communicated a clear timeline and a successor from within the existing independent leadership, which typically mitigates market concern about abrupt executive exits. Ms. Austin’s background in audit and governance roles supports continuity in oversight. The announced reduction of the board to nine members and fewer Class III directors is a material governance detail that may affect investor views on board capacity and diversity; further disclosures about committee memberships and any related governance rationale would be useful to assess full impact.

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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): September 3, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 3, 2025, Rathna Girish Mathrubootham provided notice to Freshworks Inc. (the “Company”) that he will retire from his roles as Executive Chairman, a Class III member of the Company’s Board of Directors (the “Board”), and Chairman of the Board effective December 1, 2025, in order to devote his full-time efforts to Together Fund, the venture fund he co-founded.

Following such notice, the Board appointed Roxanne Austin, Lead Independent Director, to serve as Chairperson of the Board beginning December 1, 2025. Ms. Austin has served as a member of our board of directors and as lead independent director since May 2021. Additionally, Ms. Austin serves on the boards of directors of CrowdStrike and Verizon where she chairs the Audit Committees, and AbbVie, where she is lead independent director. She previously served on the boards of Abbott, Ericsson, Target, and Teledyne. Ms. Austin is a frequent voice on corporate governance and crisis management, and serves as co-chair of the Northwestern Kellogg Corporate Conference. She is currently President & CEO of Austin Investment Advisors. Her previous executive roles include President and COO of DIRECTV, CEO of Move Networks, and CFO of Hughes Electronics. She is also a former Partner of Deloitte & Touche LLP.

Prior to the effective date of his resignation, Mr. Mathrubootham will work with Ms. Austin to facilitate a smooth transition of Board leadership. Mr. Mathrubootham’s resignation was not the result of any disagreement on matters relating to the Company’s operations, policies, or practices. Effective December 1, 2025, the size of the Board will be reduced to nine members and the total number of Class III directors will be reduced to two members.

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.

			Freshworks Inc.
Dated: September 4, 2025
			By:			/s/ Pamela Sergeeff
						Pamela Sergeeff
						Chief Legal Officer and General Counsel

FAQ

What leadership change did Freshworks (FRSH) announce?

Executive Chairman Rathna Girish Mathrubootham will retire as Executive Chairman, Class III director, and Chairman of the Board effective December 1, 2025; Roxanne Austin will become Chairperson on that date.

Why is Rathna Mathrubootham leaving Freshworks?

He provided notice that he will retire to devote full-time efforts to Together Fund; the filing states his resignation was not due to any disagreement with the company.

Who is Roxanne Austin and what experience does she bring?

Roxanne Austin has served on the Freshworks Board since May 2021, is Lead Independent Director, serves on boards of CrowdStrike, Verizon, and AbbVie, and has prior executive experience including President & COO of DIRECTV.

How will the Board composition change after the transition?

Effective December 1, 2025, the Board will be reduced to nine members and the number of Class III directors will be reduced to two.

Will the outgoing chairman assist during the transition?

Yes, the filing states Mr. Mathrubootham will work with Ms. Austin prior to his resignation to facilitate a smooth transition of Board leadership.