Form 4: Freshworks Director Receives Stock Grant

Freshworks Inc. Director Sameer K. Gandhi received 1,087 shares of Class A Common Stock as compensation for the fourth quarter of 2025.

Summary

• Sameer K. Gandhi, a Director of Freshworks Inc., was granted 1,087 shares of Class A Common Stock.
• The shares represent fully-vested restricted stock received in lieu of cash compensation for the fourth quarter of 2025, under the Issuer's Non-Employee Director Compensation Policy.
• The number of shares was calculated by dividing the applicable equity value by the average closing price of Freshworks common stock over the 30 consecutive trading days immediately preceding January 2, 2026, rounded down to the nearest whole share.
• Following this transaction, Mr. Gandhi directly beneficially owns 64,378 shares of Class A Common Stock.
• Additionally, Mr. Gandhi has indirect beneficial ownership of 446,395 shares through The Potomac Trust, 526,084 shares through Potomac Investments L.P. Fund 1, 3,112,212 shares through Accel Leaders 3 L.P., 128,846 shares through Accel Leaders 3 Entrepreneurs L.P., and 185,733 shares through Accel Leaders 3 Investors (2020) L.P., with disclaimers regarding Section 16 beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: This is a routine disclosure of director compensation in the form of stock, which is a neutral event for the company's operational performance or strategic direction. It reflects standard corporate governance practices.

Positives

• The grant of stock compensation aligns the director's interests with those of the shareholders, promoting long-term value creation.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

The practice of compensating non-employee directors with equity, such as restricted stock, is a common corporate governance practice across various industries. It is designed to align the interests of the board members with those of the company's shareholders, encouraging a long-term perspective on company performance and value creation.

Comparison to Industry Standards

• Compensating non-employee directors with equity is a widely adopted standard practice among publicly traded companies, including technology firms like Freshworks Inc. This approach is consistent with global benchmarks for corporate governance and executive compensation.
• Companies such as Salesforce, HubSpot, and Zendesk, which operate in similar software-as-a-service (SaaS) sectors, commonly utilize equity grants as a significant component of their non-employee director compensation packages to foster alignment with shareholder interests.

Related Party Transactions

• Indirect beneficial ownership of 446,395 shares held by The Potomac Trust, where the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership except to the extent of his pecuniary interest.
• Indirect beneficial ownership of 526,084 shares held by Potomac Investments L.P. Fund 1. The Reporting Person disclaims Section 16 beneficial ownership except to the extent of his pecuniary interest.
• Indirect beneficial ownership of 3,112,212 shares held by Accel Leaders 3 L.P., where the Reporting Person is a director of Accel Leaders 3 GP Associates L.L.C. (general partner of the general partner). The Reporting Person disclaims ownership except to the extent of a pecuniary interest.
• Indirect beneficial ownership of 128,846 shares held by Accel Leaders 3 Entrepreneurs L.P., where the Reporting Person is a director of Accel Leaders 3 GP Associates L.L.C. (general partner of the general partner). The Reporting Person disclaims ownership except to the extent of a pecuniary interest.
• Indirect beneficial ownership of 185,733 shares held by Accel Leaders 3 Investors (2020) L.P., where the Reporting Person is a director of Accel Leaders 3 GP Associates L.L.C. (general partner). The Reporting Person disclaims ownership except to the extent of a pecuniary interest.

Stakeholder Impact

• Shareholders: The grant of stock compensation to a director aligns their financial interests with those of the shareholders, potentially fostering decisions that enhance long-term shareholder value.

Key Dates

Recommendation

This Form 4 reports a routine stock grant to a non-employee director as part of their compensation policy. It does not provide new information regarding the company's financial performance, strategic direction, or operational outlook that would warrant a change in investment recommendation. It's a standard governance practice to align director interests with shareholders.

Keywords

Freshworks, FRSH, Form 4, Insider Transaction, Director Compensation, Stock Grant, Equity Compensation, Sameer K Gandhi