FRSH insider files: RSU tax withholding and Rule 10b5-1 sale

Rhea-AI Filing Summary

Freshworks insider filings show routine RSU withholding and planned sales by the Chief Accounting Officer. The reporting person, Lawrence Philippa, listed as Chief Accounting Officer, had 2,132 shares of Class A common stock withheld to satisfy tax obligations when restricted stock units vested, reducing holdings to 413,817 shares on 10/02/2025. A later sale of 866 shares at $11.45 per share, executed under a Rule 10b5-1 trading plan adopted on 06/16/2025, lowered beneficial ownership to 412,951 shares as of 10/06/2025. The withholding and sale are standard post-vesting tax management and pre-set-plan dispositions and do not disclose derivative activity.

Positive

• Use of a Rule 10b5-1 plan for the sale (adopted 06/16/2025) indicates pre-planned, compliant trading
• Tax-withholding via RSU share withholding (2,132 shares) avoids an open-market sale and is administratively standard

Negative

• Minor reduction in insider holdings from 413,817 to 412,951 shares due to sale and withholding
• Insider sold shares (866 shares) which is modest but reduces insider-owned stake

Insights

Corporate Insider / Governance Analyst

Routine post-vesting withholding and Rule 10b5-1 sale indicate pre-planned liquidity, not ad-hoc trades.

The reported 2,132 shares withheld were used to satisfy tax withholding from RSU vesting on 10/02/2025, which is a common cashless mechanism that reduces outstanding shares held by the insider without a market sale. This action lowered beneficial ownership to 413,817 shares.

The subsequent sale of 866 shares at $11.45 on 10/06/2025 was executed under a Rule 10b5-1 trading plan adopted on 06/16/2025, which provides an affirmative defense under securities rules and signals the trade was pre-arranged. Monitor aggregate insider ownership and any future filings for changes in ownership trends over the next 3–12 months.

Compensation / Tax Advisor

Withholding of vested RSUs to cover taxes is a standard compensation settlement that minimally affects ownership percentages.

Withholding 2,132 RSU shares upon vesting is a taxable-event settlement choice that avoids a cash payment from the insider. The transaction reduced holdings to 413,817 shares, a mechanical change tied to payroll/tax obligations rather than a decision about company valuation.

Because the sale of 866 shares was under a Rule 10b5-1 plan, it likely aligns with pre-set diversification or liquidity goals. Watch for additional vesting dates or scheduled sales disclosed in future Forms 4 to assess ongoing insider liquidity within Q4 2025.

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).

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^*

Lawrence Philippa

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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	10/02/2025		F		2,132(1)	D	$11.52	413,817	D
Class A Common Stock	10/06/2025		S(2)		866	D	$11.45	412,951	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

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 February 13, 2025.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted June 16, 2025.

	/s/ Pamela Sergeeff, Attorney-in-Fact	10/06/2025
	** 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 did the Freshworks (FRSH) Form 4 filed on 10/06/2025 disclose?

It discloses that Chief Accounting Officer Lawrence Philippa had 2,132 RSU shares withheld for taxes on 10/02/2025 and sold 866 shares at $11.45 on 10/06/2025 under a Rule 10b5-1 plan.

Why were 2,132 shares of FRSH withheld?

Those 2,132 shares were withheld to satisfy tax withholding obligations arising when restricted stock units vested on 10/02/2025.

Was the sale of 866 FRSH shares an open-market trade or pre-planned?

The sale of 866 shares was executed pursuant to a Rule 10b5-1 trading plan adopted on 06/16/2025, indicating it was pre-planned.

How did these transactions change the insider's ownership in FRSH?

Beneficial ownership decreased from 413,817 shares after withholding to 412,951 shares after the sale reported on 10/06/2025.

Do these Form 4 entries show any derivative transactions for FRSH?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned as part of these transactions.