FRSH Insider Report: RSU Withholdings and 10b5-1 Sale Detailed

Rhea-AI Filing Summary

Freshworks Inc. insider Form 4 shows officer Mika Yamamoto reported multiple disposals of Class A common stock on September 1-2, 2025. The filings indicate shares were withheld to satisfy tax withholding upon vesting of previously granted RSUs dated December 1, 2023, March 1, 2024, and March 1, 2025, reducing her beneficial ownership from 547,645 shares down to 533,993 after a Rule 10b5-1 plan sale. One sale of 4,289 shares on 09/02/2025 was executed under a 10b5-1 trading plan adopted September 17, 2024. Transactions list per-share prices of $13.47 for withheld shares and $13.18 for the plan sale.

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-withholdings and a pre-established 10b5-1 sale; no new disclosures of intent or material corporate events.

The Form 4 documents standard post-vesting tax withholding where restricted stock units were used to cover tax obligations, and a subsequent sale under an existing 10b5-1 plan. These are compliance-driven actions rather than discretionary open-market liquidations, and the report identifies clear dates and prices for transparency. For governance, adherence to a Rule 10b5-1 plan and timely Form 4 filing support procedural compliance.

Securities Analyst

TL;DR: Small-scale insider disposals; impact on float and ownership is immaterial relative to typical public-company shareholder bases.

The aggregate reported reduction of 13,652 shares stems from tax withholding and a planned sale, with reported prices near $13.20–$13.47. These volumes appear minor versus total outstanding shares and represent routine executive compensation mechanics. The disclosure provides useful granularity on timing and pricing but contains no new operational or financial information about Freshworks.

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

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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).

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^*

Yamamoto Mika

(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 CUST & MARKETING OFFICER

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		18,553(1)	D	$13.47	547,645	D
Class A Common Stock	09/01/2025		F		2,811(2)	D	$13.47	544,834	D
Class A Common Stock	09/01/2025		F		1,644(2)	D	$13.47	543,190	D
Class A Common Stock	09/01/2025		F		4,908(3)	D	$13.47	538,282	D
Class A Common Stock	09/02/2025		S(4)		4,289	D	$13.18	533,993	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 December 1, 2023.

2. 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.

3. Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on March 1, 2025.

4. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted September 17, 2024.

	/s/ Robert Ellis, Attorney-in-Fact	09/03/2025
	** 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.

FAQ

What insider transactions did Mika Yamamoto report on Form 4 for FRSH?

The Form 4 reports multiple disposals of Class A common stock on 09/01/2025 and 09/02/2025, including share withholding for taxes and a sale under a 10b5-1 plan.

Why were shares withheld from Mika Yamamoto's holdings?

Shares were withheld to satisfy tax withholding obligations upon vesting of RSUs granted on 12/01/2023, 03/01/2024, and 03/01/2025.

Was any sale executed under a pre-established trading plan?

Yes. A sale of 4,289 shares on 09/02/2025 was effected pursuant to a Rule 10b5-1 trading plan adopted on 09/17/2024.

What prices were reported for the transactions?

Withheld shares are reported at $13.47 per share; the 10b5-1 plan sale is reported at $13.18 per share.

How many shares did Mika Yamamoto beneficially own after the reported transactions?

Following the reported transactions, the Form 4 shows 533,993 Class A common shares beneficially owned.