Freshworks (FRSH) director Gandhi granted 22,698-share equity award
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
GANDHI SAMEER K reported acquisition or exercise transactions in this Form 4 filing.
Freshworks Inc. director Sameer K. Gandhi reported new equity compensation in the form of Class A Common Stock. On July 1, 2026, he received a total of 22,698 shares valued under the company’s Non-Employee Director Compensation Policy.
This amount includes 1,445 fully vested restricted shares taken in lieu of cash fees for second-quarter 2026 and 21,253 Restricted Stock Units, each representing a right to one Class A share. The RSUs are scheduled to vest in full on July 1, 2027, with accelerated vesting if he is not re-elected at the next annual shareholder meeting.
Following this award, Gandhi directly holds 88,786 Class A shares, and additional shares are reported as held indirectly through The Potomac Trust, Potomac Investments L.P. – Fund 1, and several Accel Leaders 3 entities, where he and related entities disclaim beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
GANDHI SAMEER K
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 22,698 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 88,786 shares (Direct, null);
Class A Common Stock — 446,395 shares (Indirect, See footnotes)
Footnotes (1)
- With respect to 1,445 shares, represents the grant of fully-vested restricted stock that the Reporting Person elected to receive in lieu of cash compensation under the Issuer's Non-Employee Director Compensation Policy. Grant reflects director compensation for the second quarter of 2026. The number of shares received in lieu of cash was calculated by dividing the applicable value of the equity by the average closing price of our common stock over the 30 consecutive trading days immediately preceding July 1, 2026, rounded down to the nearest whole share. With respect to 21,253 shares, represents the Reporting Person's annual grant of a Restricted Stock Unit (RSU) award under the Issuer's Non-Employee Director Compensation Policy. Each of these RSUs represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The number of RSUs granted was calculated by dividing the applicable value of the equity by the average closing price of our common stock over the 30 consecutive trading days immediately preceding July 1, 2026, rounded down to the nearest whole share. The shares shall vest in full on July 1, 2027; provided, however, that in the event a director is up for re-election at the Issuer's next annual meeting of stockholders and is not elected to continue serving as a member of the board of directors at such annual meeting of stockholders, the shares shall be deemed fully vested on that annual meeting date. These shares are held by The Potomac Trust, dated 9/21/2001, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are held by Potomac Investments L.P. - Fund 1. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. The shares are held by Accel Leaders 3 L.P. Accel Leaders 3 GP Associates L.L.C. ("AL3A") is the general partner of the general partner of Accel Leaders 3 L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein. The shares are held by Accel Leaders 3 Entrepreneurs L.P. AL3A is the general partner of the general partner of Accel Leaders 3 Entrepreneurs L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein. The shares are held by Accel Leaders 3 Investors (2020) L.P. AL3A is the general partner of Accel Leaders 3 Investors (2020) L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein.
Key Figures
Equity award size: 22,698 shares
Shares in lieu of cash: 1,445 shares
Annual RSU grant: 21,253 RSUs
+4 more
7 metrics
Equity award size
22,698 shares
Class A Common Stock director grant on July 1, 2026
Shares in lieu of cash
1,445 shares
Fully vested restricted stock for Q2 2026 director fees
Annual RSU grant
21,253 RSUs
Non-Employee Director Compensation Policy annual award
RSU vesting date
July 1, 2027
Scheduled vesting for 21,253 RSUs
Direct holdings after award
88,786 shares
Freshworks Class A Common Stock held directly
Potomac Trust holdings
185,733 shares
Indirect Class A shares held by The Potomac Trust
Accel Leaders 3 L.P. holdings
3,112,212 shares
Indirect holdings via Accel Leaders 3 L.P.
Key Terms
Restricted Stock Unit (RSU), Non-Employee Director Compensation Policy, pecuniary interest, Section 16 beneficial ownership, +1 more
5 terms
Restricted Stock Unit (RSU) financial
"represents the Reporting Person's annual grant of a Restricted Stock Unit (RSU) award under the Issuer's Non-Employee Director Compensation Policy"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
Non-Employee Director Compensation Policy financial
"under the Issuer's Non-Employee Director Compensation Policy"
pecuniary interest financial
"disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein"
Section 16 beneficial ownership regulatory
"The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein"
fully-vested restricted stock financial
"represents the grant of fully-vested restricted stock that the Reporting Person elected to receive in lieu of cash compensation"
FAQ
What did Freshworks (FRSH) director Sameer K. Gandhi report in this Form 4?
He reported receiving 22,698 shares of Class A Common Stock as director equity compensation. The award combines fully vested restricted stock in lieu of cash fees and new RSUs under Freshworks’ Non-Employee Director Compensation Policy.
When do Sameer K. Gandhi’s new Freshworks (FRSH) RSUs vest?
The 21,253 Restricted Stock Units vest in full on July 1, 2027. If he stands for re-election at the next annual meeting and is not elected, the RSUs become fully vested on that annual meeting date instead.
How much Freshworks (FRSH) stock does Sameer K. Gandhi hold directly after this filing?
After the reported transactions, he directly holds 88,786 shares of Freshworks Class A Common Stock. Additional shares are reported as held indirectly through various trusts and investment funds associated with him or related entities.
What indirect Freshworks (FRSH) holdings are associated with Sameer K. Gandhi in this Form 4?
Indirect holdings are reported for The Potomac Trust, Potomac Investments L.P. – Fund 1, and several Accel Leaders 3 funds. He and related entities disclaim beneficial ownership except to the extent of any pecuniary interest in those securities.