Freshworks Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2025, our officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors adopted orterminated the contracts, instructions or written plans for the purchase or sale of the Company's securities, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, as set forth in the table below.
| Name | Title | Action | Adoption Date | Expiration Date | Total number of shares of Class A common stock to be sold |
|---|---|---|---|---|---|
| Sameer Gandhi | Director | Adoption (1)(2) | September 15, 2025 | November 30, 2026 | Up to 150,000 shares |
| Barry Padgett | Director | Adoption | September 18, 2025 | July 16, 2026 | Up to 6,618 shares |
| Mika Yamamoto | Chief Customer and Marketing Officer | Adoption (3) | September 18, 2025 | December 31, 2026 | Up to 211,120 shares |
(1) This 10b5-1 trading arrangement was adopted by The Potomac Trust, dated 9/21/2001, of which Mr. Gandhi is a co-trustee.
(2) Plan adopted in accordance with Rule 10b5-1(c)(1)(ii)(D)(2)
(3) The shares that may be sold under the Rule 10b5-1 trading plan include (i) up to 66,444 shares of our Class A Common Stock currently owned by Ms. Yamamoto and (ii) up to 144,676 shares of our Class A Common Stock that are subject to restricted stock unit awards previously granted to Ms. Yamamoto that may vest and be released to Ms. Yamamoto on or prior to December 31, 2026 upon the satisfaction of the applicable service-based vesting conditions. The actual number of shares that will be released to Ms. Yamamoto pursuant to the restricted stock unit awards and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable. The actual number of shares that will be subject to the Rule 10b5-1 trading plan is not yet determinable.
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