Form 4: Freshworks CEO Dennis Woodside Reports Routine Stock Transactions, Including ESPP Purchase and RSU Tax Withholdings

Freshworks Inc. CEO and President Dennis Woodside reported changes in his beneficial ownership, including the purchase of shares through an Employee Stock Purchase Plan and the disposition of shares to cover tax obligations related to RSU vesting.

Summary

• Dennis Woodside, CEO and President of Freshworks Inc. (FRSH), reported changes in his direct and indirect beneficial ownership of Class A Common Stock.
• On June 1, 2025, a total of 98,248 shares were disposed of at a price of $15.27 per share to satisfy tax withholding obligations related to the vesting of previously granted Restricted Stock Units (RSUs).
• These dispositions stemmed from RSU grants on September 1, 2022 (54,986 shares), March 1, 2024 (15,546 and 9,088 shares), and March 1, 2025 (18,628 shares).
• The reported beneficial ownership following these transactions includes 2,033,665 shares held directly and 278,027 shares held indirectly through The Woodside 2012 Irrevocable Trust.
• The direct ownership figure of 2,076,927 shares, reported after the first tax withholding transaction, includes 1,806 shares of Class A common stock purchased through the Issuer's Employee Stock Purchase Plan (ESPP).
• The ESPP shares were acquired for the purchase period from November 18, 2024, through May 15, 2025, at a price equal to 85% of the closing price of Freshworks' Class A common stock on May 16, 2024.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While shares were disposed of, it was for routine tax purposes related to RSU vesting, not a discretionary sale. The purchase of shares via the ESPP is a minor positive indicator of insider investment.

Positives

• Dennis Woodside purchased 1,806 shares through the Employee Stock Purchase Plan (ESPP), indicating a continued investment in the company's equity.
• The dispositions were for tax withholding purposes related to RSU vesting, which is a routine and non-discretionary event for executives receiving equity compensation.

Negatives

• The total direct beneficial ownership of Dennis Woodside decreased by 98,248 shares due to the disposition of shares for tax withholding obligations.

Future Outlook

This Form 4 filing is a transactional report and does not contain forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This filing is a routine insider transaction report and does not provide information relevant to broader industry trends or competitive analysis.

Related Party Transactions

• Dennis Woodside's indirect beneficial ownership of 278,027 shares is held through The Woodside 2012 Irrevocable Trust, which is a related party.

Stakeholder Impact

• Shareholders: The report details routine changes in the CEO's stock ownership, which is standard disclosure and generally has minimal direct impact on share price unless the transactions are large, unexpected, or discretionary sales.
• Employees: The document mentions the Employee Stock Purchase Plan (ESPP), which is a benefit available to employees, allowing them to purchase company stock at a discount.

Key Dates

Keywords

Freshworks, FRSH, Form 4, Insider Transaction, Stock Ownership, Restricted Stock Units, RSU, Employee Stock Purchase Plan, ESPP, Dennis Woodside, Tax Withholding