Freshworks Inc. — Director's Dealing 2024

Apr 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshworks Inc. (FRSH)
CIK: 0001544522
Period of Report: 2024-04-01

Reporting Person: NELSON ZACHARY (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-01	Class A Common Stock	A	580	—	Acquired	16535	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-01	Restricted Stock Units	$	M	9380	Disposed	2031-08-08	Class B Common Stock (9380)	Direct
2024-04-01	Class B Common Stock	$	M	9380	Acquired		Class A Common Stock (9380)	Direct

Footnotes

F1: 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 first quarter of 2024. 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 April 1, 2024, rounded down to the nearest whole share.

F2: Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.

F3: The shares of Class B Common Stock are to be acquired upon the vesting of a Restricted Stock Unit (RSU) award granted to the Reporting Person. The RSU shall vest as follows: 1/48th of the shares subject to the RSU will vest in equal monthly installments over 48 months following September 1, 2021, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2011 Stock Plan) and the occurrence of either (1) an IPO or (2) a Sale Event (each as defined in the Issuer's 2011 Stock Plan), in each case, within 10 years following the grant date.

F4: Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date.