What changed in this filing

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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-16 · 55 added, 33 removed, 143 unchanged (38% of the section changed)

4 unchanged sentences

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level, that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on management’s evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level, that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles (GAAP).

Consistent with SEC guidance that an assessment of a recently acquired business may be omitted from management’s evaluation of disclosure controls and procedures in the year of acquisition, our management excluded from such evaluation an assessment of the effectiveness of our internal control over financial reporting related to D42 Parent, Inc..

D42 Parent, Inc., which we acquired on June 6, 2024, represented less than 2% of our consolidated total assets as of December 31, 2024 and is approximately 3% of our consolidated revenues for the year ended December 31, 2024.

We are in the process of integrating this business into our overall internal controls over financial reporting process and plan to include it in our scope for the fiscal year ended December 31, 2025.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting, which appears in Part II, Item 8 of this Form 10-K.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on our internal control over financial reporting, which appears in Part II, Item 8 of this Form 10-K.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are in the process of reviewing the internal control structure of D42 Parent, Inc.

and, if necessary, will make appropriate changes as we continue to integrate D42 Parent, Inc.

into our overall internal control over financial reporting processes.

Inherent Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met.

In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Because of the inherent limitations, misstatements due to error or fraud may occur and not be detected.

Other Information

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, our officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors adopted or terminated 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 securities to be sold

Rathna Girish Mathrubootham Chief Executive Officer and Chairman Adoption November 27, 2023 December 15, 2024 Up to 1,900,000 shares

Srinivasagopalan Ramamurthy Chief Product Officer Adoption (1)

November 30, 2023 October 1, 2024 Up to 650,000 shares (2)

(1) Plan adopted in accordance with Rule 10b5-1(c)(ii)(D)(2).

(2) The actual number of shares that will be sold under the Rule 10b5-1 trading plan will be reduced by the number of shares sold in accordance with an existing plan prior to its expiration on March 29, 2024.

During the three months ended December 31, 2024, our officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors adopted or terminated the contracts, instructions or written plans for the purchase or sale of our 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 Date

Expiration Date Total number of securities to be sold

Tyler Sloat Chief Financial Officer and Chief Operating Officer Termination (1)

November 4, 2024 September 30, 2025 Up to 500,000 shares

(1) Represents the termination of a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted on June 6, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

10 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the information as set forth under the caption “Transactions with Related Persons and Indemnification” in the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023.

Principal Accounting Fees and Services

The information required by this item is incorporated by reference to the information as set forth under the captions “Transactions with Related Persons and Indemnification” and "Information Regarding our Board of Directors and Corporate Governance" in the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the information as set forth under the caption “Proposal 2 — Ratification of Selection of Independent Registered Public Accounting Firm” in the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.

31 unchanged sentences

S-1/A 333-259118 10.3 September 13, 2021

Non-Employee Director Compensation Program.

Amended and Restated Offer Letter by and between Freshworks Inc.

5 unchanged sentences

Amended and Restated Offer Letter by and between Freshworks Inc.

and Stacey Epstein, dated August 25, 2021.

S-1 333-259118 10.9 August 27, 2021

Amended and Restated Offer Letter by and between Freshworks Inc.

and Srinivasagopalan Ramamurthy, dated August 25, 2021.

2 unchanged sentences

and Mika Yamamoto, dated September 28, 2023.

February 16, 2024

Lease by and between Freshworks Inc.

27 unchanged sentences

10-Q 001-40806 10.4 November 4, 2022

Lease Deed by and between Registrant and Airoli ITP Development Private Limited, dated December 14, 2022

Freshworks Inc.

2024 Cash Incentive Plan

February 23, 2023

Lease Deed by and between Registrant and Airoli ITP Development Private Limited, dated December 14, 2022

February 23, 2023

10-Q 001-40806

Agreement and Plan of Merger, dated as of April 30, 2024, by and among Freshworks Inc, Doppler Merger Sub, Inc., D42 Parent, Inc.

and Shareholder Representative Services LLC

Lease Deed by and between Registrant and Airoli ITP Development Private Limited, dated October 15, 2024

Non-Employee Director Compensation Program;

Effective January 1, 2025

Freshworks Inc.

Insider Trading Policy (Adopted August 5, 2021;

Effective on September 21, 2021) (as amended October 23, 2024)

21.1 List of subsidiaries of Freshworks Inc.

5 unchanged sentences

32.2# Section 906 Certification of Principal Financial Officer

F reshworks Incent ive Compensation Recoupment (Clawback) Policy

Freshworks Incentive Compensation Recoupment (Clawback) Policy

February 16, 2024

101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

11 unchanged sentences

Freshworks Inc.

/s/ Rathna Girish Mathrubootham

Rathna Girish Mathrubootham

Chief Executive Officer and Chairman (Principal Executive Officer)

/s/ Dennis Woodside

Dennis Woodside

Chief Executive Officer and President (Principal Executive Officer)

/s/ Tyler Sloat

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Chief Operating Officer and Financial Officer

(Principal Financial Officer)

/s/ Philippa Lawrence

Philippa Lawrence

Chief Accounting Officer

(Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rathna Girish Mathrubootham and Tyler Sloat and each or any one of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis Woodside and Tyler Sloat and each or any one of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant, and in the capacities and on the dates indicated.

Signature Title Date

/s/ Rathna Girish Mathrubootham Chief Executive Officer and Chairman (Principal Executive Officer)

/s/ Dennis Woodside

Chief Executive Officer, President, and Director (Principal Executive Officer)

February 20, 2025

Dennis Woodside

/s/ Tyler Sloat Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)

February 20, 2025

/s/ Philippa Lawrence

Chief Accounting Officer (Principal Accounting Officer)

February 20, 2025

Philippa Lawrence

/s/ Rathna Girish Mathrubootham Executive Chairman

February 20, 2025

Rathna Girish Mathrubootham

/s/ Tyler Sloat Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 16, 2024

/s/ Roxanne S.

14 unchanged sentences

Jennifer Taylor

/s/ Dennis M.

Woodside Director February 16, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures