Freshworks (FRSH) insider report: RSU tax withholding of 33,907 shares

Rhea-AI Filing Summary

Mathrubootham Rathnagirish, Executive Chairman and director of Freshworks Inc. (FRSH), reported two dispositions of Class A Common Stock on 09/01/2025. The filings show 21,398 shares disposed at $13.47 leaving 693,389 shares beneficially owned, and 12,509 shares disposed at $13.47 leaving 680,880 shares beneficially owned. The explanatory note states these units were withheld to satisfy tax withholding obligations in connection with RSUs that vested from a grant dated March 1, 2024. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person on 09/02/2025. This filing documents routine share withholding to meet tax obligations following RSU vesting and discloses resulting ownership balances.

Insights

Corporate Governance Expert

TL;DR: Routine RSU tax withholding reported; no indication of discretionary selling by the insider.

The Form 4 discloses withholding of shares to satisfy tax liabilities tied to RSU vesting, a common administrative action following equity compensation events. The filing clearly identifies the reporting person as Executive Chairman and provides post-transaction beneficial ownership counts, supporting transparency and compliance with Section 16 reporting rules. There is no language in the document indicating additional cash sales or lending arrangements. As presented, this action is a standard internal mechanics transaction rather than a signal of strategic disposition.

Securities Analyst

TL;DR: Two disposals at $13.47 each reflect tax-withholding from vested RSUs; impact on float and valuation is likely immaterial.

The disclosure lists two separate disposal lines totaling 33,907 shares disposed at $13.47. The explanation attributes the disposals to tax withholding for RSUs granted March 1, 2024, which indicates these transactions were not open-market sales to raise cash. The form reports resulting beneficial ownership levels, which investors can use to track insider holdings. Based solely on the data in this filing, there is no evidence of material change to insider ownership percentage or a broader capital-raising event.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mathrubootham Rathnagirish

Role EXECUTIVE CHAIRMAN

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	21,398	$13.47	$288K
Tax Withholding	Class A Common Stock	12,509	$13.47	$168K

Holdings After Transaction: Class A Common Stock — 693,389 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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 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
X	Officer (give title below)		Other (specify below)
	EXECUTIVE CHAIRMAN

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	09/01/2025		F		21,398(1)	D	$13.47	693,389	D
Class A Common Stock	09/01/2025		F		12,509(1)	D	$13.47	680,880	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 March 1, 2024.

	/s/ Robert Ellis, Attorney-in-Fact	09/02/2025
	** 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 did the Form 4 filed for FRSH disclose?

The Form 4 discloses two dispositions of Class A Common Stock by Mathrubootham Rathnagirish on 09/01/2025 at $13.47 per share.

Why were shares disposed according to the filing?

The filing states the units were withheld to satisfy tax withholding obligations related to RSUs that vested from a grant on March 1, 2024.

How many shares were disposed and what are the post-transaction holdings?

A total of 33,907 shares were disposed (21,398 and 12,509). Post-transaction beneficial ownerships reported are 693,389 and 680,880 respectively on each line.

Who signed the Form 4 and when?

The Form 4 bears the signature of Robert Ellis, Attorney-in-Fact for the reporting person dated 09/02/2025.

What position does the reporting person hold at Freshworks (FRSH)?

The reporting person, Mathrubootham Rathnagirish, is listed as Executive Chairman and a Director of Freshworks Inc.