FRSH Form 4/A: 103,463-Share Conversion and Tax-Withholding Clarified

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Freshworks Inc. (FRSH) amended Form 4 reporting by Executive Chairman Mathrubootham Rathnagirish. The amendment corrects the number of Class B shares converted to Class A shares, the number of Class A shares withheld to satisfy tax withholding on vesting restricted stock units (RSUs), and the resulting post-transaction beneficial ownership counts. On 05/01/2025 the reporting person received or converted 103,463 shares and concurrently had 103,463 shares disposed of at a price of $14.48 per share to satisfy tax obligations, leaving 772,212 shares of Class A common stock beneficially owned after the reported transactions. The filing clarifies that each Class B share converts into one Class A share under specified conditions and that the amendment updates prior Form 4 information.

Positive

Amendment improves disclosure accuracy by correcting conversion, withholding, and ownership figures
Tax-withholding executed via share disposition clarifies compensation settlement mechanics and removes ambiguity
Clarifies conversion terms that each Class B share converts into one Class A share under stated conditions

Negative

Beneficial ownership reduced by 103,463 shares due to shares disposed of to satisfy tax withholding
Disposition occurred at $14.48 per share, which may represent a realized sale price for the withheld shares

Insights

TL;DR: Routine insider conversion and tax-withholding sale; supplies corrected ownership figures.

The amended Form 4 documents a non-cash corporate mechanics event (conversion of Class B into Class A shares tied to RSU vesting) and an associated disposition of 103,463 shares at $14.48 to satisfy tax withholding. This is operationally routine and primarily administrational: it updates previously reported counts and confirms net beneficial ownership of 772,212 Class A shares. There is no new cash infusion or material asset change to the company; the transaction is internal to the reporting person's compensation and post-vesting tax settlement.

TL;DR: Compliance-focused amendment clarifying share conversions and withholding, improving disclosure accuracy.

The amendment corrects earlier reporting errors and explicitly ties the dispositions to tax-withholding on RSUs granted in 2021. Such amendments demonstrate governance processes to maintain accurate Section 16 reporting. The conversion mechanics—Class B shares convertible one-for-one into Class A shares and withholding of Class A shares to satisfy taxes—are standard and disclosed here to reconcile beneficial ownership totals.

Insider Trade Summary

103,463 shares exercised/converted

Mixed 3 txns

Insider Mathrubootham Rathnagirish

Role EXECUTIVE CHAIRMAN

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	103,463	$0.00	--
Conversion	Class A Common Stock	103,463	$0.00	--
Tax Withholding	Class A Common Stock	103,463	$14.48	$1.50M

Holdings After Transaction: Class B Common Stock — 10,911,703 shares (Direct); Class A Common Stock — 875,675 shares (Direct)

Footnotes (1)

The Form 4 filed on May 5, 2025 is being amended to correct the number of shares of Class B common stock converted into shares of Class A common stock, the number of shares of Class A common stock withheld to pay taxes applicable to the vesting of restricted stock units and the number of shares of Class A common stock or Class B common stock beneficially owned following the reported transactions, as applicable. This amendment is deemed to amend and update any subsequently filed Form 4 filed through the date hereof. Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on September 12, 2021. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date.

Form 4 Insider Transactions: What Each Field Means →

08/26/2025 - 05:01 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mathrubootham Rathnagirish

(Last)

(First)

(Middle)

C/O FRESHWORKS INC.

2950 S DELAWARE STREET, SUITE 201

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Freshworks Inc. [ FRSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EXECUTIVE CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/05/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/01/2025		C		103,463⁽¹⁾	A	$0	875,675⁽¹⁾	D
Class A Common Stock	05/01/2025		F		103,463⁽¹⁾⁽²⁾	D	$14.48	772,212	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾	05/01/2025		C			103,463⁽¹⁾	⁽³⁾	⁽³⁾	Class A Common Stock	103,463⁽¹⁾	$0	10,911,703⁽¹⁾	D

Explanation of Responses:

1. The Form 4 filed on May 5, 2025 is being amended to correct the number of shares of Class B common stock converted into shares of Class A common stock, the number of shares of Class A common stock withheld to pay taxes applicable to the vesting of restricted stock units and the number of shares of Class A common stock or Class B common stock beneficially owned following the reported transactions, as applicable. This amendment is deemed to amend and update any subsequently filed Form 4 filed through the date hereof.

2. Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on September 12, 2021.

3. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date.

	/s/ Pamela Sergeeff, Attorney-in-Fact	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Mathrubootham Rathnagirish report on the Form 4/A for FRSH?

The filing amends prior reporting and shows 103,463 Class B shares converted and 103,463 Class A shares disposed of at $14.48 to satisfy tax withholding, leaving 772,212 Class A shares beneficially owned.

Why was the Form 4 amended for Freshworks (FRSH)?

The amendment corrects the number of shares converted, the number withheld for taxes on vested RSUs, and the resulting ownership totals.

How many shares were sold or withheld to cover taxes and at what price?

103,463 shares were disposed of at $14.48 per share to satisfy tax withholding obligations.

What is the reporting person's role at Freshworks?

Mathrubootham Rathnagirish is reported as Executive Chairman and a director of Freshworks Inc.

What is the post-transaction beneficial ownership reported?

After the reported transactions, the filing reports 772,212 shares of Class A common stock beneficially owned.