FRSH Form 4: Sameer Gandhi reports vested 1,040 shares and large indirect holdings

Rhea-AI Filing Summary

Freshworks Inc. (FRSH) director Sameer K. Gandhi received 1,040 fully vested shares of Class A common stock on 10/01/2025, elected in lieu of cash under the company’s Non-Employee Director Compensation Policy for Q3 2025. After the grant, Mr. Gandhi directly owns 63,291 shares and reports multiple indirect holdings of Class A common stock held through trusts and investment vehicles, including 446,395, 526,084, 3,112,212, 128,846, and 185,733 shares respectively. Footnotes state the shares held in trusts and funds are subject to disclaimers of beneficial ownership except to the extent of any pecuniary interest. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• Director Sameer K. Gandhi received 1,040 fully vested Class A shares as director compensation for Q3 2025
• Reporting shows a direct holding of 63,291 Class A shares
• Significant indirect holdings reported: 446,395, 526,084, 3,112,212, 128,846, and 185,733 Class A shares

Negative

• None.

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).

1. Name and Address of Reporting Person^*

GANDHI SAMEER K

(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)
10/01/2025

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	10/01/2025		A		1,040(1)	A	$0	63,291	D
Class A Common Stock								446,395	I	See footnotes(2)
Class A Common Stock								526,084	I	See footnotes(3)
Class A Common Stock								3,112,212	I	See footnotes(4)
Class A Common Stock								128,846	I	See footnotes(5)
Class A Common Stock								185,733	I	See footnotes(6)

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

Explanation of Responses:

1. Represents the grant of fully-vested restricted stock that the Reporting Person elected to receive in lieu of cash compensation under the Issuer's Non-Employee Director Compensation Policy. Grant reflects director compensation for the third quarter of 2025. The number of shares received in lieu of cash was calculated by dividing the applicable value of the equity by the average closing price of our common stock over the 30 consecutive trading days immediately preceding October 1, 2025, rounded down to the nearest whole share.

2. These shares are held by The Potomac Trust, dated 9/21/2001, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

3. These shares are held by Potomac Investments L.P. - Fund 1. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

4. The shares are held by Accel Leaders 3 L.P. Accel Leaders 3 GP Associates L.L.C. ("AL3A") is the general partner of the general partner of Accel Leaders 3 L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein.

5. The shares are held by Accel Leaders 3 Entrepreneurs L.P. AL3A is the general partner of the general partner of Accel Leaders 3 Entrepreneurs L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein.

6. The shares are held by Accel Leaders 3 Investors (2020) L.P. AL3A is the general partner of Accel Leaders 3 Investors (2020) L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein.

	/s/ Pamela Sergeeff, Attorney-in-Fact	10/02/2025
	** 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.

FAQ

What transaction did Sameer K. Gandhi report on Form 4 for FRSH?

He reported receipt of 1,040 fully vested Class A shares on 10/01/2025 elected in lieu of cash compensation.

How many Class A shares does Sameer K. Gandhi directly own after the reported transaction?

The Form 4 reports direct ownership of 63,291 Class A shares following the transaction.

Does the filing disclose indirect holdings for Gandhi and their amounts?

Yes. The filing lists indirect holdings of Class A shares of 446,395, 526,084, 3,112,212, 128,846, and 185,733 held through trusts and investment vehicles.

Are there any ownership disclaimers in the Form 4?

Yes. The reporting person disclaims Section 16 beneficial ownership for several holdings except to the extent of any pecuniary interest.

Who signed the Form 4 and when?

The filing is signed by /s/ Pamela Sergeeff, Attorney-in-Fact on 10/02/2025.