[Form 4] Freshworks Inc. Insider Trading Activity

Rhea-AI Filing Summary

Freshworks Inc. (FRSH) director Zachary Nelson sold 8,433 shares of Class A common stock under a Rule 10b5-1 plan at a weighted average price of $13.14 per share, reducing his reported holdings from 47,303 to 38,870 shares. The Form 4 also reports restricted stock units (RSUs) that convert into Class B common stock, representing 9,370 underlying shares that vest monthly through August 8, 2031, and additional Class B shares that are convertible into Class A on transfer or at the holder's option. The reporting person adopted the 10b5-1 trading plan on February 28, 2025, and the sales were effected pursuant to that plan. No other compensatory or option exercises are reported.

Positive

• Sale executed under a documented Rule 10b5-1 trading plan, indicating pre-authorization and reduced risk of selective trading concerns
• Clear disclosure of RSU vesting and conversion mechanics, improving transparency about potential future share conversion and dilution

Negative

• Director sold 8,433 shares, reducing direct Class A holdings from 47,303 to 38,870 shares, which is a notable decline in reported ownership
• Sales occurred at a modest price range ($13.01–$13.33, weighted avg $13.14), which may be perceived negatively by some investors given insider disposition

Insights

Financial Analyst

TL;DR: Insider sold 8,433 shares via a pre-established 10b5-1 plan at a $13.14 weighted average; holding stake materially reduced but transaction follows a rule-compliant plan.

The sale reduces the reporting person's direct Class A holdings from 47,303 to 38,870 shares, a decline of approximately 17.8% of the reported pre-sale Class A position. The filing explicitly cites a 10b5-1 plan adopted on February 28, 2025, which indicates the trades were pre-authorized. The disclosure of RSUs and their monthly vesting schedule provides clarity on future potential dilution as 9,370 RSUs convert into Class B shares that can convert to Class A. From a market-impact perspective, the transaction appears routine and compliant, with no derivative exercises or compensatory option strikes recorded in this Form 4.

Corporate Governance Expert

TL;DR: Filing shows compliant insider selling under a documented trading plan and full disclosure of RSU conversion and vesting mechanics.

The report provides transparent disclosure of the 10b5-1 plan and the weighted average sale price range ($13.01 to $13.33), and it details the RSU vesting timeline and conversion rights of Class B shares. These disclosures satisfy governance expectations for insider transactions. No grants, option exercises, or unusual transfer mechanisms are reported that would raise governance concerns. The signature by an attorney-in-fact is included, consistent with authorized agency filings.

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

X

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^*

NELSON ZACHARY

(Last) (First) (Middle)

C/O FRESHWORKS INC.

2950 S DELAWARE STREET, SUITE 201

(Street)

SAN MATEO CA 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/02/2025		C		8,433	A	$0	47,303	D
Class A Common Stock	09/02/2025		S(1)		8,433	D	$13.14(2)	38,870	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	09/01/2025		M			9,370	(4)	08/08/2031	Class B Common Stock	9,370	$0	0	D
Class B Common Stock	(5)	09/01/2025		M		9,370		(5)	(5)	Class A Common Stock	9,370	$0	116,772	D
Class B Common Stock	(5)	09/02/2025		C			8,433	(5)	(5)	Class A Common Stock	8,433	$0	108,339	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted February 28, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.01 to $13.33 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

3. Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.

4. The shares of Class B Common Stock underlying the RSU award granted under the Issuer's 2011 Stock Plan vest in equal monthly installments over 48 months following September 1, 2021, subject to the Reporting Person's continued service through each vesting date.

5. 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/ Robert Ellis, Attorney-in-Fact	09/03/2025
	** 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.
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FAQ

What did Freshworks director Zachary Nelson report on Form 4 (FRSH)?

Zachary Nelson reported the sale of 8,433 Class A shares under a Rule 10b5-1 plan, reducing his holdings from 47,303 to 38,870 shares.

At what price were the shares sold in the Form 4 filing for FRSH?

The shares were sold at a weighted average price of $13.14, with individual sale prices ranging from $13.01 to $13.33 per share.

Was the sale by the reporting person pre-authorized?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on February 28, 2025.

Does the Form 4 disclose any restricted stock units for the reporting person?

Yes. The filing reports 9,370 RSUs that convert to Class B common stock and vest in equal monthly installments through August 8, 2031.

Will the reported Class B shares convert to Class A shares?

Yes. Each Class B share will convert into one Class A share upon sale or transfer or at the holder's option, per the issuer's charter.

Who signed the Form 4 filing for Zachary Nelson?

The form was signed by Robert Ellis, Attorney-in-Fact, on 09/03/2025 as the authorized filer.