Freshworks (FRSH) CEO Dennis Woodside awarded 265,119 performance RSUs in equity grant

Rhea-AI Filing Summary

Freshworks Inc. CEO & President Dennis Woodside reported a grant of 265,119 Class A performance-based restricted stock units (PRSUs) on February 3, 2026. The units were awarded at a price of $0 per share and increase his directly held Class A Common Stock to 3,003,609 shares.

Each PRSU represents a right to receive one Freshworks Class A share, earned after the compensation committee certifies achievement of specified performance criteria. One-third of the PRSUs will vest on March 1, 2026, with the remaining two-thirds vesting in equal quarterly installments thereafter, subject to Woodside’s continued service. In addition, 278,027 Class A shares are held indirectly through The Woodside 2012 Irrevocable Trust.

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

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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^*

Woodside Dennis

(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)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		A		265,119(1)	A	$0	3,003,609	D
Class A Common Stock								278,027	I	The Woodside 2012 Irrevocable Trust

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. Reflects the number of performance-based restricted stock units (PRSUs), each representing a contingent right to receive one share of the Issuer's Class A Common Stock, earned upon the certification of achievement of certain performance criteria by the Issuer's compensation committee. One-third (1/3) of the PRSUs will vest in full on March 1, 2026, and the remaining two-thirds (2/3) shall vest in equal quarterly installments thereafter, and will be settled pursuant to the terms of the Issuer's 2021 Equity Incentive Plan (as amended from time to time), in each case subject to the Reporting Person's continued service with the Issuer through each such vesting date.

	/s/ Pamela Sergeeff, Attorney-in-Fact	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Freshworks (FRSH) report for CEO Dennis Woodside?

Freshworks reported that CEO Dennis Woodside received 265,119 performance-based restricted stock units of Class A Common Stock at $0 per share. Following this equity grant, he beneficially owns 3,003,609 Class A shares directly, plus 278,027 shares indirectly via The Woodside 2012 Irrevocable Trust.

How many Freshworks (FRSH) shares does Dennis Woodside own after this Form 4?

After the reported grant, Dennis Woodside directly owns 3,003,609 shares of Freshworks Class A Common Stock. An additional 278,027 Class A shares are held indirectly through The Woodside 2012 Irrevocable Trust, as disclosed in the filing’s ownership and nature-of-ownership details.

What are the terms of Dennis Woodside’s PRSU award at Freshworks (FRSH)?

The award consists of 265,119 performance-based restricted stock units, each convertible into one Class A share. One-third vests on March 1, 2026, and the remaining two-thirds vest in equal quarterly installments, contingent on performance certification and his continued service with Freshworks.

How are the performance-based RSUs for Freshworks (FRSH) CEO earned and settled?

The PRSUs are earned once the Freshworks compensation committee certifies achievement of specified performance criteria. After vesting, they are settled in Class A Common Stock under the company’s 2021 Equity Incentive Plan, as amended, subject to Dennis Woodside’s continued service through each vesting date.

What indirect ownership does Dennis Woodside have in Freshworks (FRSH) shares?

The Form 4 shows 278,027 shares of Freshworks Class A Common Stock held indirectly through The Woodside 2012 Irrevocable Trust. This indirect holding is separate from Dennis Woodside’s 3,003,609 directly owned shares reported following the February 3, 2026 equity grant.

Which equity plan governs Dennis Woodside’s new PRSU grant at Freshworks (FRSH)?

The 265,119 performance-based restricted stock units granted to Dennis Woodside are governed by Freshworks’ 2021 Equity Incentive Plan, as amended from time to time. The plan’s terms control how the PRSUs vest, are earned after performance certification, and are ultimately settled in Class A shares.