Freshworks (FRSH) CEO has 106,878 shares withheld for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Freshworks Inc. director and CEO Dennis Woodside reported routine share activity tied to equity compensation rather than market trading. On June 1, 2026, a total of 106,878 shares of Class A Common Stock were withheld at $10.68 per share to satisfy tax withholding obligations from previously granted RSUs vesting on several grant dates. These F-code entries are tax-withholding dispositions, not open‑market sales, so they do not reflect discretionary selling.

Following these transactions, Woodside holds 2,930,276 shares of Class A Common Stock directly and 278,027 shares indirectly through The Woodside 2012 Irrevocable Trust. His direct holdings include 2,123 shares purchased under the company’s Employee Stock Purchase Plan for the period from November 17, 2025 through May 15, 2026, acquired at 85% of the closing price on May 15, 2026.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Woodside Dennis

Role CEO & President

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	53,686	$10.68	$573K
Tax Withholding	Class A Common Stock	15,178	$10.68	$162K
Tax Withholding	Class A Common Stock	8,873	$10.68	$95K
Tax Withholding	Class A Common Stock	18,187	$10.68	$194K
Tax Withholding	Class A Common Stock	10,954	$10.68	$117K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 2,930,276 shares (Direct, null); Class A Common Stock — 278,027 shares (Indirect, The Woodside 2012 Irrevocable Trust)

Footnotes (1)

Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on September 1, 2022. Includes 2,123 shares of Class A common stock purchased pursuant to the Issuer's Employee Stock Purchase Plan (ESPP) for the ESPP purchase period from November 17, 2025 through May 15, 2026. This transaction is exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's Class A common stock on May 15, 2026. Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on March 1, 2024. Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on March 1, 2025.

Key Figures

Tax-withheld shares: 106,878 shares Withholding price: $10.68 per share Direct holdings after transactions: 2,930,276 shares +2 more

5 metrics

Tax-withheld shares 106,878 shares F-code dispositions to satisfy tax obligations on RSU vesting at $10.68

Withholding price $10.68 per share Reference price for Class A shares used in tax-withholding entries

Direct holdings after transactions 2,930,276 shares Class A Common Stock held directly by Dennis Woodside after June 1, 2026 events

Indirect trust holdings 278,027 shares Class A Common Stock held via The Woodside 2012 Irrevocable Trust

ESPP shares included 2,123 shares Purchased under ESPP for 11/17/2025–5/15/2026 at 85% of 5/15/2026 close

Key Terms

RSUs, Employee Stock Purchase Plan (ESPP), tax withholding obligations, Class A Common Stock, +1 more

5 terms

RSUs financial

"Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Employee Stock Purchase Plan (ESPP) financial

"purchased pursuant to the Issuer's Employee Stock Purchase Plan (ESPP) for the ESPP purchase period"

tax withholding obligations financial

"Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs"

Class A Common Stock financial

"Includes 2,123 shares of Class A common stock purchased pursuant to the Issuer's Employee Stock Purchase Plan"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 regulatory

"This transaction is exempt from Rule 16b-3(c)."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 05:05 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^*

Woodside Dennis

(Last)

(First)

(Middle)

C/O FRESHWORKS INC.

2950 S DELAWARE STREET, SUITE 201

(Street)

SAN MATEO

CALIFORNIA

94403

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	CEO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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	06/01/2026		F		53,686⁽¹⁾	D	$10.68	2,930,276⁽²⁾	D
Class A Common Stock	06/01/2026		F		15,178⁽³⁾	D	$10.68	2,915,098	D
Class A Common Stock	06/01/2026		F		8,873⁽³⁾	D	$10.68	2,906,225	D
Class A Common Stock	06/01/2026		F		18,187⁽⁴⁾	D	$10.68	2,888,038	D
Class A Common Stock	06/01/2026		F		10,954⁽⁴⁾	D	$10.68	2,877,084	D
Class A Common Stock								278,027	I	The Woodside 2012 Irrevocable Trust

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)

Explanation of Responses:

1. Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on September 1, 2022.

2. Includes 2,123 shares of Class A common stock purchased pursuant to the Issuer's Employee Stock Purchase Plan (ESPP) for the ESPP purchase period from November 17, 2025 through May 15, 2026. This transaction is exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's Class A common stock on May 15, 2026.

3. Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on March 1, 2024.

4. Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on March 1, 2025.

	/s/ Pamela Sergeeff, Attorney-in-Fact	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Freshworks (FRSH) CEO Dennis Woodside report in this Form 4?

Dennis Woodside reported share withholding events tied to equity compensation. A total of 106,878 Class A shares were withheld at $10.68 each to cover tax obligations from vesting RSUs, rather than being sold in the open market.

How many Freshworks (FRSH) shares were withheld for taxes for the CEO?

A total of 106,878 Freshworks Class A shares were withheld for CEO Dennis Woodside. These F-code transactions covered tax liabilities arising from restricted stock units vesting on previously granted awards at a reference price of $10.68 per share.

How many Freshworks (FRSH) shares does Dennis Woodside hold after these transactions?

After the withholding events, Dennis Woodside holds 2,930,276 Freshworks Class A shares directly. He also has 278,027 shares held indirectly through The Woodside 2012 Irrevocable Trust, as disclosed in the Form 4 filing’s ownership details.

Were any of the Freshworks (FRSH) CEO’s transactions open-market sales?

No, the transactions reported are F-code tax-withholding dispositions, not open-market sales. Shares were delivered to satisfy tax obligations on vesting RSUs, so they do not represent discretionary selling into the market by the CEO.

What role did RSU vesting play in the Freshworks (FRSH) Form 4 filing?

The Form 4 reflects shares withheld to cover taxes from RSUs that vested on prior grant dates. Footnotes specify RSUs granted on September 1, 2022, March 1, 2024, and March 1, 2025, whose vesting triggered the tax-withholding share dispositions.

Did the Freshworks (FRSH) CEO buy any shares through an Employee Stock Purchase Plan?

Yes. The filing notes that 2,123 Class A shares are included in his direct holdings from the Employee Stock Purchase Plan. These were purchased for the ESPP period from November 17, 2025 through May 15, 2026 at 85% of the May 15 closing price.