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  4. [Form 4] Freshworks Inc. Insider Trading Activity

FRSH insider reports RSU vesting; Class A ownership 680,880

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Freshworks Inc. (FRSH) reported insider activity on 11/01/2025. The Executive Chairman (also a Director) filed a Form 4 reflecting RSU-related transactions and share conversions between classes.

The filing shows 103,463 shares of Class A Common Stock were withheld to satisfy tax obligations tied to RSU vesting at a price of $11.1 per share. Following these transactions, the reporting person directly beneficially owned 680,880 Class A shares. The report also notes conversions between Class B and Class A on a 1:1 basis, consistent with the company’s charter terms, and that RSUs vest in equal quarterly installments over 48 months following November 1, 2021.

Positive

  • None.

Negative

  • None.
Insider Mathrubootham Rathnagirish
Role EXECUTIVE CHAIRMAN
Type Security Shares Price Value
Exercise Restricted Stock Units 187,500 $0.00 --
Exercise Class B Common Stock 187,500 $0.00 --
Conversion Class B Common Stock 103,463 $0.00 --
Conversion Class A Common Stock 103,463 $0.00 --
Tax Withholding Class A Common Stock 103,463 $11.10 $1.15M
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Class B Common Stock — 11,076,575 shares (Direct); Class A Common Stock — 784,343 shares (Direct)
Footnotes (1)
  1. Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on September 12, 2021. Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock. The shares of Class B Common Stock underlying the RSU award granted under the Issuer's 2011 Stock Plan vest in equal quarterly installments over 48 months following November 1, 2021, subject to the Reporting Person's continued service through each vesting date. 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.
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)
11/01/2025
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 11/01/2025 C 103,463 A $0 784,343 D
Class A Common Stock 11/01/2025 F 103,463(1) D $11.1 680,880 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
Restricted Stock Units (2) 11/01/2025 M 187,500 (3) 09/11/2031 Class B Common Stock 187,500 $0 0 D
Class B Common Stock (4) 11/01/2025 M 187,500 (4) (4) Class A Common Stock 187,500 $0 11,076,575 D
Class B Common Stock (4) 11/01/2025 C 103,463 (4) (4) Class A Common Stock 103,463 $0 10,973,112 D
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 12, 2021.
2. Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.
3. The shares of Class B Common Stock underlying the RSU award granted under the Issuer's 2011 Stock Plan vest in equal quarterly installments over 48 months following November 1, 2021, subject to the Reporting Person's continued service through each vesting date.
4. 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/ Pamela Sergeeff, Attorney-in-Fact 11/03/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Freshworks (FRSH) disclose in the Form 4?

The Executive Chairman reported RSU-related activity and share class conversions on 11/01/2025, including tax-related share withholding.

How many shares were withheld for taxes in this Form 4?

The filing shows 103,463 Class A shares were withheld to cover tax obligations at $11.1 per share.

What is the Executive Chairman’s Class A share balance after the transactions?

Direct beneficial ownership of 680,880 Class A shares after the reported transactions.

How do Class B shares convert at Freshworks (FRSH)?

Each Class B share converts into one Class A share upon transfer or other specified events, and may be converted at the holder’s option.

How do the RSUs vest for this award?

The RSUs vest in equal quarterly installments over 48 months following November 1, 2021, subject to continued service.

Who is the reporting person’s relationship to Freshworks (FRSH)?

The reporting person is a Director and Officer (Executive Chairman).