[Form 4] Freshworks Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 08/01/2025, Executive Chairman & Director Rathnagirish Mathrubootham filed a Form 4 detailing several equity movements in Freshworks Inc. (FRSH).

• RSU vesting: 187,500 Restricted Stock Units vested (code M) and were issued as the same number of Class B shares at a $0 exercise price.
• Class B-to-A conversions: The newly issued 187,500 Class B shares plus 103,463 existing Class B shares automatically converted into Class A (codes M and C) under the company’s dual-class structure.
• Tax withholding: 103,463 Class A shares were withheld/disposed at $12.68 (code F) to cover payroll taxes.

Post-transaction holdings stand at 724,515 Class A shares held directly, 10,918,756 Class B shares, and 187,500 unconverted RSUs. The filing shows no open-market sale; the executive’s net economic exposure to Freshworks equity remains largely intact.

Positive

• 187,500 RSUs vested, increasing insider long-term equity exposure and signaling continued executive alignment.
• No discretionary open-market sale; only shares withheld for taxes, mitigating concerns about insider confidence.

Negative

• 103,463 Class A shares disposed at $12.68, which may be viewed as insider selling even if tax-related.

Insights

Securities Analyst

TL;DR Routine RSU vesting plus tax-withholding sale; negligible dilution and limited sentiment impact on FRSH.

The bulk of the activity is an automatic RSU vest and internal Class B-to-A conversion. The only disposition—103,463 shares at $12.68—was strictly to satisfy withholding obligations, not an elective market sale. Mathrubootham still controls >11 million shares, so alignment with shareholders remains strong. Share count impact (<0.1% of basic shares) and cash proceeds are immaterial to valuation. Overall, the filing is administratively neutral, though continuous insider holding provides some governance comfort.

Corporate Governance Expert

TL;DR Dual-class conversion mechanics executed as designed; nothing flags heightened governance risk.

The automatic conversion of Class B to Class A shares illustrates Freshworks’ sunset rules but does not alter Mathrubootham’s voting power materially because Class B super-voting rights persist until conversion. The vesting schedule (48-month quarterly) is standard for founder retention. No Rule 10b5-1 plan is indicated, yet the absence of discretionary selling tempers any negative perception. From a governance standpoint, the transaction is routine.

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).

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)
08/01/2025

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	08/01/2025		C		103,463	A	$0	827,978	D
Class A Common Stock	08/01/2025		F		103,463(1)	D	$12.68	724,515	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)	08/01/2025		M			187,500	(3)	09/11/2031	Class B Common Stock	187,500	$0	187,500	D
Class B Common Stock	(4)	08/01/2025		M		187,500		(4)	(4)	Class A Common Stock	187,500	$0	11,022,219	D
Class B Common Stock	(4)	08/01/2025		C			103,463	(4)	(4)	Class A Common Stock	103,463	$0	10,918,756	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	08/05/2025
	** 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).
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FAQ

How many Freshworks (FRSH) shares did the executive acquire on 08/01/2025?

He acquired 103,463 Class A shares via conversion and 187,500 Class B shares from RSU vesting.

How many shares were sold or withheld for taxes?

103,463 Class A shares were disposed at $12.68 to cover withholding taxes.

What are Rathnagirish Mathrubootham’s holdings after the Form 4?

He directly owns 724,515 Class A and 10,918,756 Class B shares, plus 187,500 unconverted RSUs.

Was a Rule 10b5-1 trading plan used?

The filing does not indicate that these transactions were executed under a 10b5-1 plan.

Does the transaction materially impact Freshworks’ share count?

No. The net change is less than 0.1% of outstanding shares and is not considered material.