What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-20 · 21 added, 31 removed, 167 unchanged (24% of the section changed)

9 unchanged sentences

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 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, 2025 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

2 unchanged sentences

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

4 unchanged sentences

Rule 10b5-1 Trading Plans

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

During the three months ended December 31, 2025, our officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, as further set 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.

November 7, 2025 August 31, 2026 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 May 27, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required by this item (other than the information set forth in the next paragraph) is incorporated by reference to the information as set forth under the captions “Proposal 1 — Election of Directors,” “Information Regarding our Board of Directors and Corporate Governance,” and “Executive Officers” 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.

The information required by this item (other than the information set forth in the next paragraph) is incorporated by reference to the information as set forth under the captions “Proposal 1 — Election of Directors,” “Information Regarding our Board of Directors and Corporate Governance,” “Delinquent Section 16(a) Reports,” and “Executive Officers” in the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.

We have adopted a code of business conduct and ethics that applies to, among others, our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Our code of business conduct and ethics is available under the Corporate Governance section of our investor relations website at ir.freshworks.com.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of business conduct and ethics by posting such information on the website address and location specified above.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waivers from, a provision of our code of business conduct and ethics by posting such information on the website address and location specified above.

Executive Compensation

24 unchanged sentences

S-1 333-259118 4.2 August 27, 2021

4.3 Voting Agreement by and among Freshworks Inc.

and certain of its stockholders, dated August 26, 2021.

S-1 333-259118 4.3 August 27, 2021

Description of Securities.

16 unchanged sentences

Amended and Restated Offer Letter by and between Freshworks Inc.

and Srinivasagopalan Ramamurthy, dated August 25, 2021.

S-1 333-259118 10.10 August 27, 2021

Amended and Restated Offer Letter by and between Freshworks Inc.

and Mika Yamamoto, dated September 28, 2023.

5 unchanged sentences

S-1 333-259118 10.12 August 27, 2021

Lease Deed by and between Registrant and Faery Estates Private Limited, dated December 27, 2018.

S-1 333-259118 10.13 August 27, 2021

Lease Deed by and between Registrant and Faery Estates Private Limited, dated May 20, 2019.

4 unchanged sentences

S-1 333-259118 10.17 August 27, 2021

Lease Deed by and between Registrant and Faery Estates Private Limited, dated May 31, 2019.

S-1 333-259118 10.17 August 27, 2021

Lease Deed by and between Registrant and Faery Estates Private Limited, dated November 29, 2019.

14 unchanged sentences

Freshworks, Inc.

2024 Cash Incentive Plan

10-Q 001-40806

Cash Incentive Plan (as amended on February 13, 2025)

10-Q 001-40806 10.1 April 29, 2025

Freshworks, Inc.

Cash Incentive Plan (as amended on January 17, 2026)

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

8-K 001-40806 2.1 May 1, 2024

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

001-40806 10.24

February 20, 2025

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

10-K 001-40806 10.25

February 20, 2025

Non-Employee Director Compensation Program;

Effective January 1, 202 6

First Amendment to Lease by and between Freshworks Inc.

and Bay Meadows Station 3 Investors, LLC date July 10, 2025

001-40806 10.1 November 5, 2025

Freshworks Inc.

1 unchanged sentence

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

10-K 001-40806 19.1 February 20, 2025

21.1 List of subsidiaries of Freshworks Inc.

44 unchanged sentences

Philippa Lawrence

/s/ Rathna Girish Mathrubootham Executive Chairman

February 20, 2025

Rathna Girish Mathrubootham

/s/ Roxanne S.

Austin Director February 20, 2025

Austin Chairperson of the Board of Directors

February 26, 2026

/s/ Johanna Flower Director February 26, 2026

4 unchanged sentences

Randy Gottfried

/s/ Zachary Nelson Director February 20, 2025

Zachary Nelson

/s/ Barry Padgett Director February 26, 2026

5 unchanged sentences

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