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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-40806

Freshworks Inc.

(Exact name of registrant as specified in its charter)


Delaware	2950 S Delaware Street, Suite 201	33-1218825
(State or other jurisdiction of incorporation or organization)	San Mateo, CA 94403	(I.R.S. Employer Identification No.)

(Address of principal executive offices and Zip Code)

(650) 513-0514

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.00001 per share

FRSH

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, the number of shares of the registrant’s Class A common stock outstanding was 246,987,803 and the number of shares of the registrant’s Class B common stock outstanding was 34,983,950.

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FRESHWORKS INC.

TABLE OF CONTENTS


		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Loss	6
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	42
ITEM 4.	Controls and Procedures	43
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	44
ITEM 1A.	Risk Factors	44
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
ITEM 3.	Defaults Upon Senior Securities	45
ITEM 4.	Mine Safety Disclosures	45
ITEM 5.	Other Information	46
ITEM 6.	Exhibits	47
SIGNATURES		49

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As used in this report, the terms “Freshworks,” “registrant,” “we,” “us,” and “our” mean Freshworks Inc. and its subsidiaries unless the context indicates otherwise.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•our expectations regarding our annual recurring revenue (ARR), revenue, expenses, and other operating results;

•our ability to acquire new customers and successfully retain existing customers;

•our ability to increase the number of users who access our platform;

•our ability to increase usage of existing products;

•our ability to effectively manage our growth;

•our ability to achieve or sustain profitability;

•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

•the costs and success of our sales and marketing efforts, and our ability to maintain and enhance our brand;

•the estimated addressable market opportunity for existing products and new products;

•our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

•our ability to effectively manage our growth, including any international expansion;

•our ability to successfully integrate acquired businesses, including D42 Parent, Inc.;

•the effects of macroeconomic uncertainties, including high interest rates, foreign exchange rate volatility, global geopolitical uncertainties, inflationary pressures, and other macroeconomic factors beyond our control;

•our ability to protect our intellectual property rights and any costs associated therewith;

•our ability to compete effectively with existing competitors and new market entrants; and

•the size and growth rates of the markets in which we compete.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very

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competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject, based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

Where You Can Find More Information

We announce material information to the public through a variety of means, including filings with the U.S. Securities and Exchange Commission, press releases, public conference calls, our website (freshworks.com), the investor relations section of our website (ir.freshworks.com), our LinkedIn account (linkedin.com/company/freshworks-inc/), and our X (formerly Twitter) account (@FreshworksInc). We use these channels to communicate with investors and the public about our company, our products and services and other matters. Therefore, we encourage investors, the media and others interested in our company to review the information we make public in these locations, as such information could be deemed to be material information.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

FRESHWORKS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)


	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	420,934	$	620,315
Marketable securities	392,301		449,750
Accounts receivable, net of allowance of $8,646 and $8,885	119,808		122,910
Deferred contract acquisition costs	28,520		26,106
Prepaid expenses and other current assets	59,785		46,346
Total current assets	1,021,348		1,265,427
Property and equipment, net	35,321		25,893
Operating lease right-of-use assets	36,907		36,891
Deferred contract acquisition costs, noncurrent	26,063		22,534
Goodwill	146,676		147,014
Intangible assets, net	80,402		90,840
Deferred tax assets	8,677		8,499
Other assets	16,565		14,786
Total assets	$	1,371,959	$	1,611,884
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	7,620	$	1,619
Accrued liabilities	91,198		81,933
Deferred revenue	348,001		323,435
Income tax payable	3,797		728
Total current liabilities	450,616		407,715
Operating lease liabilities, non-current	31,418		30,221
Other liabilities	38,439		36,027
Total liabilities	520,473		473,963
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.00001 par value per share; 10,000,000 shares authorized; zero shares issued and outstanding	—		—
Class A common stock, $0.00001 par value per share; 1,000,000,000 shares authorized; 246,760,233 and 244,965,000 shares issued and outstanding	2		2
Class B common stock, $0.00001 par value per share; 350,000,000 shares authorized; 34,983,950 and 58,417,396 shares issued and outstanding	1		1
Additional paid-in capital	4,596,781		4,874,133
Accumulated other comprehensive loss	(1,698)		(338)
Accumulated deficit	(3,743,600)		(3,735,877)
Total stockholders' equity	851,486		1,137,921
Total liabilities and stockholders' equity	$	1,371,959	$	1,611,884

The accompanying notes are an integral part of these condensed consolidated financial statements.

FRESHWORKS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	$	215,118	$	186,575	$	616,069	$	525,849
Cost of revenue	32,955		29,806		93,975		83,871
Gross profit	182,163		156,769		522,094		441,978
Operating expense:
Research and development	41,462		47,885		121,406		123,562
Sales and marketing	101,009		101,253		285,390		300,143
General and administrative	47,149		46,495		141,422		133,091
Restructuring charges	—		—		405		—
Total operating expenses	189,620		195,633		548,623		556,796
Loss from operations	(7,457)		(38,864)		(26,529)		(114,818)
Interest and other income, net	7,405		13,929		32,921		39,971
Income (loss) before income taxes	(52)		(24,935)		6,392		(74,847)
Provision for (benefit from) income taxes	4,628		5,024		14,115		(1,379)
Net loss	$	(4,680)	$	(29,959)	$	(7,723)	$	(73,468)



Net loss per share - basic and diluted	$	(0.02)	$	(0.10)	$	(0.03)	$	(0.24)
Weighted average shares used in computing net loss per share - basic and diluted	286,161		302,096		293,882		299,931

The accompanying notes are an integral part of these condensed consolidated financial statements.

FRESHWORKS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss	$	(4,680)	$	(29,959)	$	(7,723)	$	(73,468)
Other comprehensive income (loss):

Change in unrealized gain or loss on marketable securities	25		3,139		(722)		2,541



Net change on cash flow hedges	(1,825)		(288)		(638)		35
Total other comprehensive income (loss)	(1,800)		2,851		(1,360)		$	2,576
Comprehensive loss	$	(6,480)	$	(27,108)	$	(9,083)	$	(70,892)

The accompanying notes are an integral part of these condensed consolidated financial statements.

FRESHWORKS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands)

(unaudited)


		Three Months Ended September 30, 2025
	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders' Equity
		Shares			Amount
Balances as of June 30, 2025		292,042	$	3		$	4,723,457	$	102	$	(3,738,920)	$	984,642
Issuance of common stock upon exercise of stock options		37	—			12		—		—		12

Issuance of common stock upon vesting and settlement of restricted stock units, net of shares withheld for taxes		1,648	—			(15,087)		—		—		(15,087)

Repurchase and retirement of common stock, including excise tax		(11,983)	—			(160,749)		—		—		(160,749)
Stock-based compensation		—	—			49,148		—		—		49,148
Other comprehensive loss		—	—			—		(1,800)		—		(1,800)
Net loss		—	—			—		—		(4,680)		(4,680)
Balances as of September 30, 2025		281,744	$	3		$	4,596,781	$	(1,698)	$	(3,743,600)	$	851,486


		Three Months Ended September 30, 2024
	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders' Equity
		Shares			Amount
Balances as of June 30, 2024		300,961	$	3		$	4,800,143	$	(1,029)	$	(3,684,018)	$	1,115,099



Issuance of common stock upon exercise of stock options		12	—			3		—		—		3
Issuance of common stock upon vesting and settlement of restricted stock units, net of shares withheld for taxes		1,605	—			(11,540)		—		—		(11,540)

Stock-based compensation		—	—			58,572		—		—		58,572
Other comprehensive income		—	—			—		2,851		—		2,851
Net loss		—	—			—		—		(29,959)		(29,959)
Balances as of September 30, 2024		302,578	$	3		$	4,847,178	$	1,822	$	(3,713,977)	$	1,135,026

The accompanying notes are an integral part of these condensed consolidated financial statements.

FRESHWORKS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands)

(unaudited)


		Nine Months Ended September 30, 2025
	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
		Shares			Amount
Balances as of December 31, 2024		303,382	$	3		$	4,874,133	$	(338)	$	(3,735,877)	$	1,137,921
Issuance of common stock upon exercise of stock options		226	—			74		—		—		74
Issuance of common stock upon vesting and settlement of restricted stock units, net of shares withheld for taxes		4,751	—			(45,479)		—		—		(45,479)
Issuance of common stock under employee stock purchase plan, net of shares withheld and retired for taxes		281	—			3,307		—		—		3,307
Repurchase and retirement of common stock, including excise tax		(26,896)	—			(387,409)		—		—		(387,409)
Stock-based compensation		—	—			152,155		—		—		152,155
Other comprehensive loss		—	—			—		(1,360)		—		(1,360)
Net loss		—	—			—		—		(7,723)		(7,723)
Balances as of September 30, 2025		281,744	$	3		$	4,596,781	$	(1,698)	$	(3,743,600)	$	851,486


		Nine Months Ended September 30, 2024
	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders' Equity
		Shares			Amount
Balances as of December 31, 2023		296,695	$	3		$	4,713,522	$	(754)	$	(3,640,509)	$	1,072,262


Issuance of common stock and options in connection with acquisition		687	—			12,874		—		—		12,874
Issuance of common stock upon exercise of stock options		133	—			39		—		—		39
Issuance of common stock upon vesting and settlement of restricted stock units, net of shares withheld for taxes		4,755	—			(48,897)		—		—		(48,897)
Issuance of common stock under employee stock purchase plan, net of shares withheld and retired for taxes		308	—			3,630		—		—		3,630
Stock-based compensation		—	—			166,010		—		—		166,010
Other comprehensive income		—	—			—		2,576		—		2,576
Net loss		—	—			—		—		(73,468)		(73,468)
Balances as of September 30, 2024		302,578	$	3		$	4,847,178	$	1,822	$	(3,713,977)	$	1,135,026

FRESHWORKS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash Flows from Operating Activities:
Net loss	$	(7,723)	$	(73,468)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	19,245		13,052
Amortization of deferred contract acquisition costs	23,418		20,667
Non-cash lease expense	7,015		6,607
Stock-based compensation	149,473		166,290
Discount amortization on marketable securities	(5,516)		(12,972)
Gain on sale of non-marketable equity investments	(1,837)		—

Deferred income taxes	(459)		(13,801)
Other	717		321
Changes in operating assets and liabilities:
Accounts receivable	3,027		6,602
Deferred contract acquisition costs	(29,361)		(24,705)
Prepaid expenses and other assets	(15,373)		(7,733)
Accounts payable	5,597		3,122
Accrued and other liabilities	13,216		10,188
Deferred revenue	24,309		26,959
Operating lease liabilities	(5,712)		(1,845)
Net cash provided by operating activities	180,036		119,284
Cash Flows from Investing Activities:
Purchases of property and equipment	(3,468)		(4,110)
Proceeds from sale of property and equipment	94		86
Capitalized internal-use software	(11,919)		(3,574)

Purchases of marketable securities	(490,992)		(566,638)
Sale of non-marketable equity investments	1,984		—
Maturities and redemptions of marketable securities	553,234		617,796

Business combination, net of cash acquired	—		(213,905)
Net cash provided by (used in) investing activities	48,933		(170,345)
Cash Flows from Financing Activities:

Proceeds from issuance of common stock under employee stock purchase plan, net	3,307		3,630
Proceeds from exercise of stock options	74		39
Payment of withholding taxes on net share settlement of equity awards	(45,414)		(49,627)
Repurchase of common stock	(386,306)		—


Net cash used in financing activities	(428,339)		(45,958)
Net decrease in cash, cash equivalents and restricted cash	(199,370)		(97,019)
Cash, cash equivalents and restricted cash, beginning of period	620,405		488,216
Cash, cash equivalents and restricted cash, end of period	$	421,035	$	391,197

Reconciliation of cash, cash equivalents and restricted cash to condensed consolidated balance sheets:
Cash and cash equivalents	$	420,934	$	391,101
Restricted cash included in prepaid expenses and other current assets	—		3
Restricted cash included in other assets	101		93
Total cash, cash equivalents and restricted cash	$	421,035	$	391,197


Supplemental cash flow information:
Cash paid for taxes	$	10,499	$	8,130
Non-cash investing and financing activities:
Operating lease right-of-use assets obtained in exchange for operating lease obligations, net of modifications	$	7,084	$	3,973
Stock-based compensation capitalized as internal-use software	$	2,579	$	1,117
Issuance of common stock and options in connection with acquisition	$	—	$	12,874
Excise tax liability accrued for common stock repurchased	$	2,944	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

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FRESHWORKS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements of Freshworks Inc. and its subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). All intercompany balances and transactions have been eliminated in consolidation.

The accompanying condensed consolidated balance sheet as of September 30, 2025, the condensed consolidated statements of operations, of comprehensive loss, of cash flows, and of stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, and the related notes to such condensed consolidated financial statements are unaudited. These unaudited condensed consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of our financial position as of September 30, 2025 and our results of operations and cash flows for the three and nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 20, 2025.

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, the following:

•determination of standalone selling price (SSP) for each distinct performance obligation included in customer contracts with multiple performance obligations;

•allowance for doubtful accounts;

•benefit period of deferred contract acquisition costs;

•capitalization of internal-use software development costs;

•fair value of goodwill;

•useful lives of long-lived assets, including intangible assets;

•valuation of deferred tax assets;

•valuation of employee defined benefit plan and other compensation liabilities;

•fair value of share-based awards; and

•incremental borrowing rate used for operating leases.

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Concentrations of Risk

Financial instruments that potentially expose us to significant concentration of credit risk consist primarily of cash, cash equivalents, marketable securities, and accounts receivable. Our cash, cash equivalents and marketable securities are generally held with large financial institutions and are in excess of the federally insured limits provided on such deposits. In addition, we have cash and cash equivalents held in international bank accounts, which are denominated primarily in euros, British Pounds, and Indian Rupees.

There were no customers that individually exceeded 10% of our revenue for the three and nine months ended September 30, 2025 and 2024 or that represented 10% or more of our consolidated accounts receivable balance as of September 30, 2025.

We primarily rely upon our third-party cloud infrastructure partner, Amazon Web Services, to serve customers and operate certain aspects of its services. Any disruption of this cloud infrastructure partner would impact our operations and our business could be adversely impacted.

Significant Accounting Policies

Our significant accounting policies are described in the Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to these policies that have had a material impact on the condensed consolidated financial statements and the related notes for the three and nine months ended September 30, 2025.

Recent Accounting Pronouncements

Accounting Standards Not Yet Adopted

In September 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025‑06 updates guidance on accounting for software costs by aligning capitalization with when management commits to funding a project and completion is probable. Additionally, the ASU introduces new disclosure requirements, including significant judgments made in applying the guidance and the nature and amount of capitalized software costs. This guidance is effective for us starting in our annual and interim disclosures for periods starting January 1, 2028. Early adoption is permitted. We are currently assessing the impact of this update on our condensed consolidated financial statements, including which transition method to apply.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets under Accounting Standards Codification 606, Revenue from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This guidance is effective for us starting in our annual disclosures for 2026. Early adoption is permitted. We do not expect this guidance to have a material impact on our condensed consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses, which requires more detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement. This authoritative guidance is effective for us starting in our annual disclosures for 2027 and interim periods starting 2028. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. This guidance is only related to disclosure and is not expected to have a significant impact on our condensed consolidated financial statements.

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In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires entities to provide more information in the rate reconciliation table and about income taxes paid, including certain disclosures that would be disaggregated by jurisdiction and other categories. This authoritative guidance should be applied prospectively and will be effective for us starting in our annual disclosures for 2025. Retrospective application is permitted. This guidance is only related to disclosures and is not expected to have a significant impact on our condensed consolidated financial statements.

2. Cash Equivalents and Investments

Cash equivalents and available-for-sale debt securities consisted of the following as of the periods presented below (in thousands):


	September 30, 2025
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents:
Money market funds	$	155,154	$	—	$	—	$	155,154
U.S. treasury securities	104,357		2		(3)		104,356
U.S. government agency securities	37,743		3		—		37,746
Commercial paper	60,232		—		—		60,232
Total cash equivalents	357,486		5		(3)		357,488
Debt securities:
U.S. treasury securities	186,308		160		(19)		186,449
U.S. government agency securities	56,512		53		—		56,565
Corporate debt securities	42,036		72		(6)		42,102
Commercial paper	6,695		—		—		6,695
Certificates of deposit	100,490		—		—		100,490
Total debt securities	392,041		285		(25)		392,301
Total cash equivalents and debt securities	$	749,527	$	290	$	(28)	$	749,789


	December 31, 2024
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents:
Money market funds	$	507,655	$	—	$	—	$	507,655



Total cash equivalents	507,655		—		—		507,655
Debt securities:
U.S. treasury securities	215,773		612		(17)		216,368
U.S. government agency securities	144,474		321		(12)		144,783
Corporate debt securities	45,682		101		(21)		45,762
Commercial paper	16,388		—		—		16,388
Certificates of deposit	26,449		—		—		26,449
Total debt securities	448,766		1,034		(50)		449,750
Total cash equivalents and debt securities	$	956,421	$	1,034	$	(50)	$	957,405

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The following table presents gross unrealized losses and fair values for the securities that were in a continuous unrealized loss position as of the periods presented below (in thousands):


	September 30, 2025
	Less than 12 months				Greater than 12 months				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
U.S. treasury securities	$	38,970	$	(19)	$	—	$	—	$	38,970	$	(19)
U.S. government agency securities	4,686		—		—		—		4,686		—
Corporate debt securities	9,171		(6)		—		—		9,171		(6)
Total	$	52,827	$	(25)	$	—	$	—	$	52,827	$	(25)


	December 31, 2024
	Less Than 12 Months				12 Months or Greater				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
U.S. treasury securities	$	13,819	$	(16)	$	4,993	$	(1)	$	18,812	$	(17)
U.S. government agency securities	8,197		(7)		9,995		(5)		18,192		(12)
Corporate debt securities	7,998		(19)		5,982		(2)		13,980		(21)
Total	$	30,014	$	(42)	$	20,970	$	(8)	$	50,984	$	(50)

The amortized cost and fair value of the available-for-sale debt securities based on contractual maturities are as follows (in thousands):


	September 30, 2025
	Amortized Cost		Fair Value
Due within one year	$	349,367	$	349,593
Due after one year but within five years	42,674		42,708
Total	$	392,041	$	392,301

Accrued interest receivable of $2.2 million and $3.3 million was classified in prepaid expenses and other current assets in the condensed consolidated balance sheet as of September 30, 2025 and December 31, 2024, respectively.

Non-Marketable Equity Securities

Non-marketable equity securities represent our interests in privately held entities which have no readily determinable fair values. We carry these investments at cost, less impairment, and report them under other assets in the condensed consolidated balance sheets. In July 2025, we sold our interest in a privately held entity for $2.2 million which resulted in a gain of $1.8 million. The gain was recorded within Interest and other income, net in the condensed consolidated statements of operations.

3. Fair Value Measurements

We measure our financial assets at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1—Inputs are observable and reflect quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

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Level 2—Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

Level 3—Inputs that are unobservable.

Money market funds and U.S. treasury securities are classified within Level 1 because they are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Other debt securities and investments are classified within Level 2 if the investments are valued using model driven valuations which use observable inputs such as quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. Available-for-sale debt securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models.

We did not have any assets or liabilities subject to fair value remeasurement on a nonrecurring basis as of September 30, 2025 and December 31, 2024.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table represents the fair value hierarchy for our financial assets measured at fair value on a recurring basis as of the periods presented below (in thousands):


	September 30, 2025
	Fair Value Measured Using
	Level 1		Level 2		Total
Financial assets:
Cash equivalents:
Money market funds	$	155,154	$	—	$	155,154
U.S. treasury securities	104,356		—		104,356
U.S. government agency securities	—		37,746		37,746
Commercial paper	—		60,232		60,232
Marketable securities:
U.S. treasury securities	186,449		—		186,449
U.S. government agency securities	—		56,565		56,565
Corporate debt securities	—		42,102		42,102
Commercial paper	—		6,695		6,695
Certificates of deposit	—		100,490		100,490
Total financial assets	$	445,959	$	303,830	$	749,789

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	December 31, 2024
	Fair Value Measured Using
	Level 1		Level 2		Total
Financial assets:
Cash equivalents:
Money market funds	$	507,655	$	—	$	507,655



Marketable securities:
U.S. treasury securities	216,368		—		216,368
U.S. government agency securities	—		144,783		144,783
Corporate debt securities	—		45,762		45,762
Commercial paper	—		16,388		16,388
Certificates of deposit	—		26,449		26,449
Total financial assets	$	724,023	$	233,382	$	957,405

The fair value of derivative assets and liabilities as of September 30, 2025, and all related unrealized and realized gains and losses during the three and nine months ended September 30, 2025, were not material. As of September 30, 2025 and December 31, 2024, the total notional amount of outstanding designated foreign currency forward contracts was $69.6 million and $50.5 million, respectively.

4. Balance Sheet Components

Property and Equipment, net

The following table summarizes property and equipment, net as of the periods presented below (in thousands):


	September 30, 2025		December 31, 2024
Computers	$	18,394	$	19,694
Capitalized internal-use software	48,754		34,255
Office equipment	7,116		6,700
Furniture and fixtures	8,862		10,066
Motor vehicles	267		400
Leasehold improvements	8,424		7,847
Construction in progress	721		13
Total property and equipment	92,538		78,975
Less: accumulated depreciation and amortization	(57,217)		(53,082)
Property and equipment, net	$	35,321	$	25,893

The following table summarizes depreciation expense and internal-use software capitalization and amortization during the periods presented below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Capitalization of costs associated with internal-use software	$	5,337	$	1,529	$	14,498	$	4,691
Amortization expense of capitalized internal-use software	2,070		1,410		5,344		4,206
Depreciation expense	$	1,118	$	1,337	$	3,463	$	4,278

As of September 30, 2025 and December 31, 2024, the net carrying value of capitalized internal-use software was $23.6 million and $14.5 million, respectively.

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Accrued Liabilities

The following table summarizes accrued liabilities as of the periods presented below (in thousands):


	September 30, 2025		December 31, 2024
Accrued compensation	$	27,153	$	28,269

Accrued third-party cloud infrastructure expenses	3,382		—
Accrued reseller commissions	11,156		11,569
Accrued advertising and marketing expenses	8,155		4,414
Advanced payments from customers	5,435		4,487
Accrued taxes	13,729		14,747
Operating lease liabilities, current	8,249		8,073
Contributions withheld for employee stock purchase plan	2,701		1,127
Unsettled share repurchases	—		1,840

Other accrued expenses	11,238		7,407
Total accrued liabilities	$	91,198	$	81,933

Noncurrent liabilities include $20.8 million and $21.1 million of long term accrued compensation as of September 30, 2025 and December 31, 2024, respectively.

5. Business Combinations

In June 2024, we acquired all outstanding shares of D42 Parent, Inc., an IT asset management company, for $238.1 million. This consideration included a combination of approximately $225.3 million in cash, $8.9 million in common stock issued, and $3.9 million in assumed and converted stock option awards. Through the combination, we are able to offer a more comprehensive IT solution for customers. The identifiable assets and liabilities acquired are primarily $140.8 million of goodwill, $99.0 million of intangible assets, and $(1.7) million in other net assets and liabilities. The assets acquired and liabilities assumed were recorded at fair value. As of June 30, 2025, we finalized the purchase price allocation, including the valuation pertaining to deferred tax liabilities. An immaterial adjustment was recorded during the measurement period, resulting in a decrease to goodwill and an increase to deferred tax balances.

6. Intangible Assets, Net

Acquired intangible assets consist of developed technology, customer relationships and trademarks and are amortized on a straight-line basis over their estimated useful lives. The following tables summarize acquired intangible assets as of the periods presented below:


	September 30, 2025
	Gross Amount		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life
	(amounts in thousands)						(in years)
Developed technology	$	41,196	$	(17,247)	$	23,949	4.7
Customer relationships	69,200		(12,747)		56,453		6.7
Trademarks	700		(700)		—		0.0
Total	$	111,096	$	(30,694)	$	80,402

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	December 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life
	(amounts in thousands)						(in years)
Developed technology	$	41,196	$	(13,423)	$	27,773	5.4
Customer relationships	69,200		(6,433)		62,767		7.4
Trademarks	700		(400)		300		0.4
Total	$	111,096	$	(20,256)	$	90,840

Amortization of acquired intangible assets is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Cost of revenue	$	1,288	$	1,289	$	3,824	$	1,639

Sales and marketing	2,128		2,303		6,614		2,929


Total amortization expense	$	3,416	$	3,592	$	10,438	$	4,568

As of September 30, 2025, expected future amortization expense related to acquired intangible assets is as follows (in thousands):


Year Ending December 31,	Amortization Expense
Remainder of 2025	$	3,416
2026	13,553
2027	13,553
2028	13,591
2029	13,553
Thereafter	22,736
Total future amortization	$	80,402

7. Leases

We have operating leases primarily for office space. The leases have remaining lease terms of one to eight years, some of which include options to extend the lease for up to an additional six years. Our leases do not contain any residual value guarantee.

The following table presents various components of the lease costs (in thousands):


Operating Leases	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating lease cost	$	3,255	$	2,904	$	9,544	$	8,968
Short-term lease cost	120		137		403		354
Variable lease cost	1,097		947		3,628		2,807
Total lease cost	$	4,472	$	3,988	$	13,575	$	12,129

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The weighted-average remaining term of our operating leases and the weighted-average discount rate used to measure the present value of the operating lease liabilities are as follows:


Lease Term and Discount Rate	September 30, 2025		September 30, 2024
Weighted-average remaining lease term (in years)	4.2		4.5
Weighted-average discount rate	8.5	%	9.0	%

The following table presents supplemental information arising from lease transactions. Cash payments related to short-term leases are not included in the measurement of the operating lease liabilities, and as such, are excluded from the amounts below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Supplemental Cash Flow Information:	2025		2024		2025		2024
Cash payments included in the measurement of operating lease liabilities, net of tenant allowance receipts	$	3,053	$	733	$	7,805	$	4,734

As of September 30, 2025, maturities of the operating lease liabilities are as follows (in thousands):


	Operating Leases
Remainder of 2025	$	2,554
2026	11,546
2027	11,539
2028	10,417
2029	5,668
Thereafter	5,815
Total lease payments	47,539
Less: imputed interest	(7,872)
Present value of operating lease liabilities	$	39,667

As of September 30, 2025, there were $13.8 million of future payments related to signed leases that have not yet commenced.

8. Commitments and Contingencies

Other Contractual Commitments

Our other contractual commitments primarily consist of third-party cloud infrastructure agreements, service subscription purchase arrangements used to support operations at the enterprise level, and sponsorship arrangement to promote our brand and services. As of September 30, 2025, other contractual commitments totaling $271.9 million remain outstanding under these agreements through 2028.

Litigation and Loss Contingencies

On November 1, 2022, a purported Company stockholder filed a securities class action complaint in the U.S. District Court for the Northern District of California against us, certain of our current officers and directors, and underwriters of our initial public offering (IPO). On February 8, 2023, the court-appointed lead plaintiff and lead counsel. On April 14, 2023, lead plaintiff filed an amended complaint. The amended complaint alleges that defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 by making material misstatements or omissions in offering documents filed in connection with our IPO. The amended complaint seeks unspecified damages, interest, fees, costs, and rescission on behalf of purchasers and/or acquirers of common stock issued in our IPO. On September 28, 2023, the court issued an order granting in part and denying in part defendants' motion to dismiss. On January 16, 2025, we filed a motion for summary judgment, which the court granted and entered

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judgment in our and the other defendants’ favor on April 10, 2025. Plaintiff has appealed the judgment, and we continue to vigorously defend against the claims in this action.

On March 20, 2023, a purported stockholder derivative complaint was filed in the U.S. District Court for the Northern District of California. The complaint names as defendants our current directors, as well as Freshworks, as nominal defendant, and asserts state and federal claims based on some of the same alleged misstatements as the securities class action complaint. The derivative complaint seeks unspecified damages, attorneys’ fees, and other costs. On June 21, 2023, the court stayed the case in light of the pending securities class action. On October 16, 2023, the court extended the stay of the case in light of the pending securities class action. We and the other defendants continue to vigorously defend against the claims in this action.

From time to time, we have been and may be in the future subject to other legal proceedings, claims, investigations, and government inquiries (collectively, legal proceedings) in the ordinary course of business. We have received and may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. There are no currently pending legal proceedings that we believe will have a material adverse impact on our business or condensed consolidated financial statements.

Indemnifications

In the ordinary course of business, we enter into contractual arrangements under which we agree to provide indemnification of varying scope and terms to customers, business partners, and other parties with respect to certain matters, including losses arising out of intellectual property infringement claims made by third parties, if we have violated applicable laws, if we are negligent or commit acts of willful misconduct, and other liabilities with respect to its products and services and its business. In these circumstances, payment is typically conditional on the other party making a claim pursuant to the procedures specified in the particular contract. We also indemnify certain of our officers, directors and employees while they are serving in good faith in their respective capacities. To date, we have not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in its condensed consolidated financial statements.

9. Revenue From Contracts with Customers

We primarily derive revenue from subscription fees and related professional services, as well as through sale of software licenses with associated maintenance and professional services.

We sell subscriptions and software licenses directly to customers and indirectly through channel partners with arrangements that are non-cancelable and non-refundable. Our subscription arrangements do not provide customers with the right to take possession of the software supporting the solutions and, as a result, are accounted for as service arrangements. Subscription revenue is recognized ratably over the contract term when the cloud-based software is made available to customers.

Software license revenue is generally sold as bundled arrangements that include the rights to a software license and maintenance and cloud-based software in some cases. For software licenses sold with maintenance and professional services, revenue from the software license is recognized when the software is made available to the

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customer and maintenance revenue is recognized as support and updates are provided, which is generally ratably over the contract term.

Professional services revenue is comprised of fees charged for services ranging from product configuration, data migration, systems integration, and training. We recognize professional services revenues as services are performed.

We record revenue net of sales or value-added taxes.

Disaggregation of Revenue

The following table summarizes revenue by our product and service offerings during the periods presented (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Subscription services, software licenses and maintenance	212,984		$	184,409	$	609,159	$	518,582

Professional services	2,134		2,166		6,910		7,267
Total revenue	$	215,118	$	186,575	$	616,069	$	525,849

See Note 10 for revenue by geographic location.

Unbilled Receivables, Deferred Revenue and Remaining Performance Obligations

Unbilled receivables primarily represent revenue recognized in excess of billings from non-cancellable multi-year contract arrangements. As of September 30, 2025 and December 31, 2024, we had $8.6 million and $6.3 million of unbilled receivables, respectively. Unbilled receivables are included within accounts receivable, net on the condensed consolidated balance sheets.

Deferred revenue consists of customer billings in excess of revenue being recognized. As of September 30, 2025 and December 31, 2024, non-current deferred revenue of $3.6 million and $3.9 million, respectively, was included in other liabilities on the condensed consolidated balance sheet.

Revenue recognized during the three months ended September 30, 2025 and 2024 from amounts included in deferred revenue at the beginning of these periods was $159.9 million and $136.1 million, respectively. Revenue recognized during the nine months ended September 30, 2025 and 2024 from amounts included in deferred revenue at the beginning of these periods was $307.3 million and $252.8 million, respectively.

The aggregate balance of remaining performance obligations as of September 30, 2025 was $587.2 million. We expect to recognize $431.3 million of the balance as revenue in the next 12 months and the remainder thereafter. The aggregate balance of remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods.

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Deferred Contract Acquisition Costs

The change in the balance of deferred contract acquisition costs during the periods presented is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance at beginning of the period	$	51,967	$	46,036	$	48,640	$	42,672
Add: Contract costs capitalized during the period	10,603		7,803		29,361		24,705
Less: Amortization of contract costs during the period	(7,987)		(7,129)		(23,418)		(20,667)
Balance at end of the period	$	54,583	$	46,710	$	54,583	$	46,710

10. Segment and Geographic Information

We operate in a single operating segment composed of the condensed consolidated financial results of Freshworks. Our Chief Executive Officer (CEO) is the chief operating decision maker (CODM) of Freshworks and the key measures of segment profit or loss that our CODM uses to allocate resources and assess performance is our revenue and consolidated net loss. Significant segment expenses reviewed by our CODM for our single operating segment comprise of stock-based compensation, amortization of acquired intangible assets, and other segment expenses. Other segment expenses utilize operating expenses recognized as research and development, selling and marketing, and general and administrative expenses within our condensed consolidated statement of operations less stock-based compensation and amortization of acquired intangible assets, and primarily related to personnel-related costs. Refer to Note 11—Stockholders' Equity and Stock-Based Compensation and Note 6—Intangible Assets, Net for information regarding amounts pertaining to stock-based compensation and amortization of acquired intangibles.

Revenue by geographic location is determined based on the customers' billing address. The following table summarizes revenue by geographic location (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
North America	$	99,869	$	86,363	$	286,480	$	239,300
Europe, Middle East and Africa	83,560		71,455		238,649		202,828
Asia Pacific	25,849		22,986		73,907		67,830
Other	5,840		5,771		17,033		15,891
Total revenue	$	215,118	$	186,575	$	616,069	$	525,849

Revenue from North America consists primarily of revenue from the United States. For the three months ended September 30, 2025 and 2024, revenue generated from the United States was approximately $90.4 million and $76.9 million, or approximately 42% and 41% of total consolidated revenue, respectively. For the nine months ended September 30, 2025 and 2024, revenue generated from the United States was $258.9 million and $213.1 million, or 42% and 41% of total consolidated revenue, respectively.

The United Kingdom, included within Europe, Middle East and Africa in the table above, contributed $29.6 million and $24.6 million, or approximately 14% and 13% of total consolidated revenue for the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, revenue

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generated from the United Kingdom was $83.9 million and $68.0 million, or 14% and 13% of the total consolidated revenue, respectively.

Long-lived assets consist primarily of property, plant and equipment and ROU assets. The following table summarizes long-lived assets by geographic information (in thousands):


	September 30, 2025		December 31, 2024
North America	$	34,066	$	20,052
Europe, Middle East and Africa	6,897		8,391
Asia Pacific	31,265		34,341
Total long-lived assets	$	72,228	$	62,784

Long-lived assets in North America are primarily located in the United States, and long-lived assets in Asia Pacific are primarily located in India.

11. Stockholders' Equity and Stock-Based Compensation

Share Repurchase

In November 2024, our board of directors (the Board) approved the share repurchase program, which authorized the repurchase of up to $400 million of our outstanding Class A common stock. During the three and nine months ended September 30, 2025 we repurchased a total of 11,982,635 shares and 26,895,424 shares of Class A common stock, respectively, under this program in open market transactions for an aggregate purchase price of $159.1 million and $384.5 million, resulting in an average price of $13.28 per share and $14.29 per share, respectively. As of September 30, 2025, the share repurchase program is complete. All shares of Class A common stock subsequently repurchased were retired. Upon retirement, the par value of the common stock repurchased was deducted from common stock and any excess of repurchase price over par value was recorded entirely to additional-paid-in capital, or in the absence of additional-paid-in capital, to accumulated deficit, in the condensed consolidated balance sheets.

Equity Compensation Plans

In August 2021, the Board adopted the 2021 Equity Incentive Plan (the 2021 Plan) and the 2021 Employee Stock Purchase Plan (ESPP). Pursuant to the 2021 Plan, the Board may grant incentive stock options to purchase shares of our common stock, non-statutory stock options to purchase shares of our common stock, stock appreciation rights, restricted stock, restricted stock units (RSUs), performance restricted stock units (PRSUs) and other awards. The ESPP enables eligible employees to purchase shares of our Class A common stock. Both the 2021 Plan and ESPP include an automatic increase to their shares reserve on January 1 of each year as set forth in the respective plan documents.

In August 2022, the Compensation Committee of the Board adopted the 2022 Inducement Plan (the Inducement Plan) in accordance with Listing Rule 5635(c)(4) of the Nasdaq Stock Market. Under the Inducement Plan, nonstatutory stock options, stock appreciation rights, restricted stock, RSUs, PRSUs and other awards may be granted as an inducement material to an eligible person's entering into employment with us.

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Shares of common stock outstanding and reserved for future issuance were as follows (in thousands):


			September 30, 2025
2011 Stock Plan:
Options, RSUs and PRSUs outstanding			199
2021 Equity Incentive Plan:
Options, RSUs and PRSUs outstanding (1)			24,381
Shares reserved for future award issuances			88,593
2022 Inducement Plan:
Options and RSUs outstanding			2,257
Shares reserved for future award issuances			6,885
2021 Employee Stock Purchase Plan
Shares reserved for future award issuances			15,714
Total awards outstanding and shares of common stock reserved for issuance			138,029

(1)Outstanding shares include the 2025 Executive PRSUs as discussed below, based on 100% achievement of target performance.

2021 Employee Stock Purchase Plan

Under the ESPP, the price at which common stock is purchased is equal to 85% of the fair market value of a share of our common stock on the first day of the offering period or the applicable purchase date, whichever is lower. The fair market value of common stock will generally be the closing sales price on the determination date. The ESPP provides an offering period of 24 months. We issued 280,870 and 308,059 shares under the ESPP in the nine months ended September 30, 2025 and 2024, respectively, in each case net of shares withheld and retired to satisfy withholding tax requirements for certain employees in jurisdictions outside the United States. The weighted average purchase price per share was $11.84 with aggregate net proceeds of $3.3 million in the nine months ended September 30, 2025, and the weighted average purchase price was $11.85 with aggregate net proceeds of $3.6 million in the nine months ended September 30, 2024.

The ESPP also includes a reset provision for the purchase price if the fair market value of a share of our common stock on the first day of any purchase period is less than or equal to the fair market value of a share of our common stock on the first day of an ongoing offering. If the reset provision is triggered, a new 24-month offering period begins. Each triggering of the reset provision was considered a modification in accordance with ASC 718, Stock Based Compensation, and the modification charge recognized on a straight-line basis over the new offering period. Historically, the reset provision has been triggered by stock price declines, and the resulting modification have not been material on our stock-based compensation expense.

Stock-based compensation expense related to the ESPP was $0.9 million and $1.5 million for the three months ended September 30, 2025 and 2024, respectively, and $2.9 million and $4.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Determination of Fair Value of the ESPP

We estimate the fair value of the ESPP using the Black-Scholes option-pricing model, which requires certain complex valuation assumption inputs such as expected term, expected stock price volatility, risk-free interest rate, and dividend yield. The fair value of each of the four purchase periods is estimated separately. The following table summarizes the range of valuation assumptions used in estimating the fair value of the ESPP during the period.

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	Nine Months Ended September 30,
Valuation Assumption Inputs	2025	2024
Expected terms (in years)	0.5 - 1.0	0.5 - 2.0
Stock price volatility	48.2% - 48.5%	48.3% - 57.2%
Risk-free interest rate	4.1% - 4.3%	4.8% - 5.4%
Dividend yield	—%	—%

Stock Options

Stock options are generally granted with an exercise price equal to the fair market value of a share of common stock on the date of grant, have a 10-year contractual term, and vest over a four-year period.


Share Information:	Number of Shares (in thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands) (1)
Balance as of December 31, 2024	2,569	$	10.30	7.4	$	15,066

Stock options expired	(11)	$	0.42
Stock options exercised	(226)	$	0.33

Balance as of September 30, 2025	2,332	$	11.31	7.3	$	5,037
Options vested and expected to vest as of September 30, 2025	2,332	$	11.31	7.3	$	5,037
Options exercisable as of September 30, 2025	1,367	$	13.57	6.9	$	57

(1)Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of our common stock as of the end of the period, multiplied by the number of stock options outstanding, exercisable, or vested.

Restricted Stock Units

RSUs are granted at fair market value as of the date of the grant and typically vest over a four-year period.

RSU activity, which includes PRSUs, during the nine months ended September 30, 2025 was as follows:


Share Information:	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
	(in thousands, except per share data)
Unvested, as of December 31, 2024	21,797	$	18.54
Granted	13,869	$	15.37
Vested (1)	(7,765)	$	20.13
Forfeited/Cancelled	(3,396)	$	15.85
Unvested, as of September 30, 2025	24,505	$	16.61

(1) During the nine months ended September 30, 2025, total shares that vested were 7.8 million, of which 3.0 million were withheld for tax purposes.

The total fair value of vested RSUs during the three months ended September 30, 2025 and 2024 was $50.3 million and $47.8 million, respectively. For the nine months ended September 30, 2025 and 2024, the total fair value of vested RSUs was $156.3 million and $136.5 million, respectively.

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Performance-Based Awards

Executive Chairman Awards

In September 2021, the Board approved a grant of 6,000,000 PRSUs to the Company’s then CEO, now current Executive Chairman, with a time-based service condition beginning January 1, 2022, and a market condition involving five separate stock price hurdles ranging from $70.00 to $200.00 per share for each of the five vesting tranches (2021 Executive Chairman Performance Award). In February 2024, the Board approved the cancellation of the 2021 Executive Chairman Performance Award and the grant of a new 2024 Executive Chairman Award, both effective March 1, 2024. The 2024 Executive Chairman Award comprised of 70% time-based RSUs that vest quarterly over four years and 30% PRSUs with terms consistent with the 2024 Executive PRSUs discussed below. The 2024 Executive Chairman Award is considered a modification and the remaining unrecognized stock-based compensation expense of $61.9 million from the 2021 Executive Chairman Performance Award is being recognized over the vesting period of the modified awards. During the three months ended September 30, 2025 and 2024, we recognized $3.9 million and $5.9 million, respectively, of stock-based compensation expense related to the 2024 Executive Chairman Award. For the nine months ended September 30, 2025 and 2024, we recognized $13.3 million and $13.6 million, respectively, of stock-based compensation expense related to the 2024 Executive Chairman Award. As of March 31, 2025, the performance conditions for this award have been met and time-based vesting was the only condition yet to be satisfied over the remaining requisite service period. In September 2025, the Executive Chairman, a Class III member of our Board, and Chairman of the Board, provided notice to the Company that he will retire from his role effective December 1, 2025.

Executive PRSUs

In March 2025 and February 2024, the Board approved the grant of PRSUs to certain members of the executive team (Executive PRSUs), subject to service and performance-based vesting conditions. The performance-based vesting conditions include revenue and free cash flow targets for each respective performance year, from January 1 to December 31, and vest over three years from the grant date. 70% and 30% of each Executive PRSU award will be earned based on our achievement of revenue and free cash flow targets, respectively. As of March 31, 2025, the performance conditions for the 2024 Executive PRSUs have been met and time-based vesting was the only condition yet to be satisfied over the remaining requisite service period. The 2025 performance target allows our executives to earn up to a maximum of 173.6% of target performance in the aggregate for significant outperformance.

The fair value of each PRSU is based on the fair value of our common stock on the date of grant. Stock-based compensation associated with these Executive PRSUs is recognized using the accelerated attribution method over the requisite service period, based on our periodic assessment of the probability that the performance will be achieved. During the three months ended September 30, 2025 and 2024, we recognized $2.5 million and $1.6 million of stock-based compensation expense related to the Executive PRSUs, respectively. For the nine months ended September 30, 2025 and 2024, we recognized $6.9 million and $4.1 million of stock-based compensation expense related to the Executive PRSUs, respectively.

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Stock-Based Compensation

Total stock-based compensation expense recorded for the three and nine months ended September 30, 2025 and 2024 was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenue	$	1,467	$	1,830	$	4,422	$	5,033
Research and development(1)	8,958		13,454		26,789		32,475
Sales and marketing	11,796		15,303		37,024		50,980
General and administrative(2)	26,308		28,122		81,238		77,802
Stock-based compensation, net of amounts capitalized	48,529		58,709		149,473		166,290
Capitalized stock-based compensation	866		361		2,579		1,117
Total stock-based compensation expense	$	49,395	$	59,070	$	152,052	$	167,407

(1) Stock-based compensation expense recorded to research and development in the condensed consolidated statements of operations excludes amounts that were capitalized primarily for internal-use software.

(2) General and administrative expense includes stock-based compensation associated with RSUs and PRSUs granted to our Executive Chairman of $10.1 million and $12.1 million for the three months ended September 30, 2025 and 2024, respectively, and $31.8 million and $38.3 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, unrecognized stock-based compensation expense related to unvested stock-based awards was as follows (in thousands, except for period data):


	September 30, 2025
	Unrecognized Stock-Based Compensation		Weighted-Average Period to Recognize Expense (in years)
RSUs and PRSUs	$	357,404	2.8
Stock options	4,194		0.8
ESPP	2,263		0.5
Total unrecognized stock-based compensation expense	$	363,861

12. Restructuring Charges

In November 2024, the Board approved a restructuring plan as a part of our efforts to align our talent with our strategic priorities and to improve operating efficiency. As a result, during the nine months ended September 30, 2025, we recorded restructuring charges of $0.4 million in our condensed consolidated statements of operations. The restructuring plan is complete, with no remaining liability as of September 30, 2025 .

The following table shows the total amount incurred and accrued related to restructuring charges (in thousands):


	Amount
Accrued restructuring costs as December 31, 2024	$	2,350
Restructuring charges incurred during the period	405
Amounts paid during the period	(2,221)
Other	(534)
Accrued restructuring costs as of September 30, 2025	$	—

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13. Income Taxes

Our quarterly tax provision and the estimated annual effective tax rate are estimates based on several factors, including changes in pre-tax income (or loss), the mix of jurisdictions to which such income relates, discrete items (such as windfalls or shortfalls from stock-based compensation) in the period, which are offset with our valuation allowance. Income tax provision (benefit) remained consistent for the three months ended September 30, 2025 and 2024. Income tax provision (benefit) was $14.1 million and $(1.4) million for the nine months ended September 30, 2025 and 2024, respectively. The change in income taxes for the nine months ended September 30, 2025, compared to the same periods in the prior year, is primarily due to a tax benefit of $14.3 million generated from the Device42 acquisition in the prior year, and higher tax expense due to higher foreign profits before tax this year.

We continue to maintain a full valuation allowance against our U.S. federal and state deferred tax assets. While we have seen improvements in profitability, we will continue to evaluate all available positive and negative evidence in future periods to determine whether a release of the valuation allowance is warranted.

14. Net Loss Per Share

Basic net loss per share attributable to common stockholders is computed by dividing the net loss by the number of weighted-average outstanding shares of common stock. Diluted net loss per share attributable to common stockholders is determined by giving effect to all potential common equivalents during the reporting period, unless including them yields an antidilutive result. We consider our stock options and RSUs as potential common stock equivalents, but excluded them from the computation of diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2025 and 2024, as their effect was antidilutive.

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders, are the same for both Class A and Class B common stock on both an individual and combined basis.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net loss	$	(4,680)	$	(29,959)	$	(7,723)	$	(73,468)








Denominator:




Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders - basic and diluted	286,161		302,096		293,882		299,931


Net loss per share attributable to Class A and Class B common stockholders - basic and diluted	$	(0.02)	$	(0.10)	$	(0.03)	$	(0.24)

The following table summarizes the potential common equivalents that were excluded from the computation of diluted net loss per share attributable to Class A and Class B common stockholders for the periods presented (in thousands):


	Three and Nine Months Ended September 30,
	2025	2024

RSUs and PRSUs	24,505	25,157
Stock options	2,332	2,773
ESPP	270	331
Total	27,107	28,261

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes that appear elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” for the year ended December 31, 2024 included in the Annual Report on Form 10-K. As described in the section titled “Special Note About Forward-Looking Statements,” the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in the section titled “Risk Factors.”

Overview

We build uncomplicated service software that delivers exceptional customer and employee experiences. Our people-first approach to AI eliminates friction, making employees more effective and organizations more productive. We provide our solutions in two product families: Customer Experience (CX) and Employee Experience (EX). CX products include Freshdesk, Freshdesk Omni, Freshchat, Freshsales, and Freshmarketer. EX products include Freshservice, Freshservice for Business Teams and Device42. Our latest generative AI solutions, Freddy AI Agent, Freddy AI Copilot and Freddy AI Insights, further enhance the customer and employee experience. Freddy AI Agent offers always-on, autonomous, personalized resolutions to customer and employee queries. Freddy AI Copilot provides contextual assistance for customer support, employee support, marketing and sales use cases to boost productivity. Freddy AI Insights empowers leaders with proactive, data-driven intelligence to make fast and informed decisions that help businesses optimize customer and employee service delivery.

We generate revenue primarily from the sale of subscriptions for accessing our cloud-based software products over the contract term. We generally enter into subscription agreements with our customers on monthly, annual, or multi-year terms and invoice customers in advance in either monthly or annual installments. We also sell professional services that include product configuration, data migration, systems integration, and training. With the acquisition of D42 Parent, Inc. in 2024, we also sell software licenses with associated maintenance.

Our customer base and operations have scaled over time. Our total revenue was $215.1 million and $186.6 million in the three months ended September 30, 2025 and 2024, respectively, representing year-over-year growth of 15%; and $616.1 million and $525.8 million in the nine months ended September 30, 2025 and 2024, respectively, representing year-over-year growth of 17%. We incurred operating losses of $7.5 million and $38.9 million for three months ended September 30, 2025 and 2024, respectively; and $26.5 million and $114.8 million for the nine months ended September 30, 2025 and 2024, respectively.

Macroeconomic and Other Factors

Current macroeconomic uncertainties, including inflationary pressures, significant volatility in global markets, tariffs, the threat of new or increased tariffs, escalating trade tensions, and geopolitical developments have impacted and may continue to impact business spending and the overall economy, and in turn our business. These macroeconomic events could adversely affect demand for our products and services. For example, during the recent quarters, our net dollar retention rate was adversely impacted by lower expansion within existing customers driven by macroeconomic pressures and we expect these pressures to persist for the foreseeable future. Additionally, foreign currency exchange rate fluctuations negatively impacted our revenue growth historically and volatility in the foreign currency market still exist. For the quarters ended September 30, 2025, June 30, 2025, and September 30, 2024, we had approximately 28%, 27% and 27%, respectively, of revenue exposure related to the euro and British Pound. If adverse conditions arise, they could have a material adverse impact on our results and our ability to accurately predict our future results and earnings.

Given our business model is primarily subscription-based, the effects of the macroeconomic conditions may not be fully reflected in our revenue until future periods. The ultimate impact on our business and operations remains

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highly uncertain, and it is not possible for us to predict the duration and extent to which this will affect our business, future results of operations, and financial condition.

Key Business Metrics

We monitor and review a number of metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions. Key business metrics and our financial performance are impacted by various factors discussed below, including fluctuations in the value of foreign currencies relative to the U.S. dollar. We also review customer data used for calculating these key business metrics on an ongoing basis and make necessary modifications resulting from such review. We believe these key business metrics provide meaningful supplemental information for management and investors in assessing our operating performance.


	As of September 30,
	2025		2024		% Growth
Number of customers contributing more than $5,000 in ARR	24,377		22,359		9	%
ARR from customers contributing more than $5,000 in ARR as a percentage of total ARR	91	%	90	%
Net dollar retention rate	105	%	107	%

Number of Customers Contributing More Than $5,000 in ARR

We define our total customers contributing more than $5,000 in annual recurring revenue (ARR) as of a particular date as the number of business entities or individuals, represented by a unique domain or a unique email address, with one or more paid subscriptions to one or more of our products that contributed more than $5,000 in ARR. We believe that the number of customers that contribute more than $5,000 in ARR is an indicator of our success in attracting, retaining, and expanding with larger businesses.

Net Dollar Retention Rate

Our net dollar retention rate measures our ability to increase revenue across our existing customer base through expansion of users and products associated with a customer as offset by our churn and contraction in the number of users and products associated with a customer. To calculate net dollar retention rate as of a particular date, we first determine “Entering ARR,” which is ARR from the population of our customers as of 12 months prior to the end of the reporting period. We then calculate the “Ending ARR,” which is ARR from the same set of customers as of the end of the reporting period. We then divide the Ending ARR by the Entering ARR to arrive at our net dollar retention rate. Ending ARR includes upsells, cross-sells, renewals and expansion as a result of acquisitions during the measurement period and is net of any contraction or attrition over this period.

We define ARR as the sum total of subscription, software license, and maintenance revenue we would contractually expect to recognize over the next 12 months from all customers at a point in time, assuming no increases, reductions, or cancellations in their subscriptions, and assuming that revenues are recognized ratably over the term of the contract. For monthly subscriptions, we take the recurring revenue run-rate of such subscriptions for the last month of the period and multiply it by 12 to get to ARR. While monthly subscribers as a group have historically maintained or increased their subscriptions over time, there is no guarantee that any particular customer on a monthly subscription will renew its subscription in any given month, and therefore the calculation of ARR for these monthly subscriptions may not accurately reflect revenue to be received over a 12-month period from such customers, and net dollar retention rate may reflect a higher rate than the actual rate if customers on monthly subscriptions choose not to renew during the course of the 12 months. Monthly subscriptions represented 13% and 15% of ARR as of September 30, 2025 and 2024, respectively. The net dollar retention rate for customers on monthly contracts has generally been lower than our overall net dollar retention rate. In addition, as part of our regular review of customer data that includes reviewing customers purchasing our products via resellers so we can properly attribute them as end customers, we may make adjustments that could impact the calculation of net dollar retention rate.

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Our net dollar retention rate decreased to 105% as of September 30, 2025, compared to 107% as of September 30, 2024, primarily due to lower expansion within existing customers driven by macroeconomic pressures. We expect our net dollar retention rate may fluctuate in future periods due to a number of factors, including, but not limited to, difficult macroeconomic conditions, our expected growth, the level of penetration within our customer base, our ability to upsell and cross-sell products to existing customers, and our ability to retain our customers.

Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. generally accepted accounting principles (GAAP), we believe the following non-GAAP financial measures are useful in evaluating our operating performance: non-GAAP income from operations, non-GAAP net income, and free cash flow. We use these non-GAAP financial measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe these non-GAAP financial measures may be helpful to investors because they provide consistency and comparability with past financial performance.

Non-GAAP financial measures have limitations in their usefulness to investors and should not be considered in isolation or as substitutes for financial information presented under GAAP. Non-GAAP financial measures have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As a result, our non-GAAP financial measures are presented for supplemental informational purposes only.

We exclude the following items from one or more of our non-GAAP financial measures:

•Stock-based compensation expense. We exclude stock-based compensation, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this expense provides meaningful supplemental information regarding operational performance. In particular, stock-based compensation expense is not comparable across companies given the variety of valuation methodologies and assumptions.

•Employer payroll taxes on employee stock transactions. We exclude the amount of employer payroll taxes on equity awards from certain of our non-GAAP financial measures because they are dependent on our stock price at the time of vesting or exercise and other factors that are beyond our control and do not believe these expenses have a direct correlation to the operation of the business.

•Amortization of acquired intangibles. We exclude amortization of acquired intangibles, which is a non-cash expense, from certain of our non-GAAP financial measures. Our expenses for amortization of acquired intangibles are inconsistent in amount and frequency because they are significantly affected by the timing, size of acquisitions, and the allocation of purchase price. We exclude these amortization expenses because we do not believe these expenses have a direct correlation to the operating performance of our business.

•Restructuring charges. We exclude restructuring charges, which primarily consist of employee severance and other employee termination benefits associated with the restructuring plan initiated in November 2024, from our non-GAAP financial measures, because we do not believe these expenses have a direct correlation to the operating performance of our business.

•Gain on sale of non-marketable equity investments. We exclude gains on sale of non-marketable equity investments from certain of our non-GAAP financial measures because we believe they are unrelated to our ongoing operating performance and are not expected to recur in our continuing operating results.

•Income tax effect and adjustments. We exclude the income tax effect of the above adjustments and income tax effect associated with acquisitions from our non-GAAP financial measures. We exclude these costs because we do not believe these expenses have a direct correlation to the operating performance of our business.

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Non-GAAP Income From Operations and Non-GAAP Net Income

We define non-GAAP income from operations as GAAP loss from operations, excluding stock-based compensation expense, employer payroll taxes on employee stock transactions, amortization of acquired intangibles, and restructuring charges.

We define non-GAAP net income as GAAP net loss, excluding stock-based compensation expense, employer payroll taxes on employee stock transactions, restructuring charges, amortization of acquired intangibles, gain on sale of non-marketable equity investments and income tax adjustments.

The following tables present a reconciliation of our GAAP loss from operations to our non-GAAP income from operations and our GAAP net loss to our non-GAAP net income for each of the periods presented (in thousands):

Non-GAAP Income from Operations


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Loss from operations	$	(7,457)	$	(38,864)	$	(26,529)	$	(114,818)
Non-GAAP adjustments:
Stock-based compensation expense	48,529		58,709		149,473		166,290
Employer payroll taxes on employee stock transactions	690		523		2,591		2,789
Amortization of acquired intangibles	3,416		3,592		10,438		4,568
Restructuring charges	—		—		405		—
Non-GAAP income from operations	$	45,178	$	23,960	$	136,378	$	58,829

Non-GAAP Net Income


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss	$	(4,680)	$	(29,959)	$	(7,723)	$	(73,468)
Non-GAAP adjustments:
Stock-based compensation expense	48,529		58,709		149,473		166,290
Employer payroll taxes on employee stock transactions	690		523		2,591		2,789
Amortization of acquired intangibles	3,416		3,592		10,438		4,568
Restructuring charges	—		—		405		—
Gain on sale of non-marketable equity investments	(1,837)		—		(1,837)		—
Income tax adjustments	658		708		1,850		(12,672)
Non-GAAP net income	$	46,776	$	33,573	$	155,197	$	87,507

Free Cash Flow

We define free cash flow as net cash provided by operating activities, less purchases of property and equipment and capitalized internal-use software costs. We believe that free cash flow is a useful indicator of liquidity as it measures our ability to generate cash from our core operations after purchases of property and equipment. Free cash flow is a measure to determine, among other things, cash available for strategic initiatives, including further investments in our business and potential acquisitions of businesses.

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The following table presents a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable measure calculated in accordance with GAAP for each of the periods presented (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net cash provided by operating activities	$	63,472	$	42,329	$	180,036	$	119,284
Less:
Purchases of property and equipment	(1,792)		(1,056)		(3,468)		(4,110)
Capitalized internal-use software	(4,471)		(1,168)		(11,919)		(3,574)
Free cash flow, including restructuring costs(1)	$	57,209	$	40,105	$	164,649	$	111,600
Net cash provided by (used in) investing activities	$	45,544	$	50,150	$	48,933	$	(170,345)
Net cash used in financing activities	$	(174,052)	$	(11,640)	$	(428,339)	$	(45,958)

(1) Free cash flow includes $2.2 million of restructuring costs paid during the nine months ended September 30, 2025.

Components of Our Results of Operations

Revenue

Substantially all of our revenue is derived from subscriptions, which is comprised of fees paid by customers for accessing our cloud-based software products during the term of the subscription. Subscription revenue is recognized ratably over the contract term beginning on the commencement date of each subscription, which is the date that the cloud-based software is made available to customers. We also sell software licenses with associated maintenance and professional services based on product offerings introduced upon the acquisition of D42 Parent, Inc. in June 2024. Software license revenue is recognized upon making the software available to the customer and maintenance revenue is recognized as support and updates are provided, which is generally ratably over the contract term.

Professional services revenue comprises less than 5% of total revenue and includes fees charged for product configuration, data migration, systems integration, and training. Professional services revenue is recognized as services are performed.

We generally enter into subscription and software license agreements with our customers on monthly, annual, or multi-year terms and invoice customers in advance in either monthly or annual installments. Our payment terms generally require the customers to pay the invoiced amount in advance or within 30 days from the invoice date. Our maintenance and professional services are generally billed in advance along with the related subscription and software license arrangements.

Cost of Revenue

Cost of revenue consists primarily of personnel-related expenses (including salaries, related benefits, and stock-based compensation expense) for employees associated with our cloud-based infrastructure, payment gateway fees, voice, product support, and professional services organizations, as well as costs for hosting capabilities. Cost of revenue also includes third-party license fees, amortization of acquired technology intangibles, amortization of capitalized internal-use software, and allocation of general overhead costs such as facilities and information technology.

We expect our cost of revenue to continue to increase in dollar amount as we invest additional resources in our cloud-based infrastructure and customer support and professional services organizations. However, our gross profit and gross margin may fluctuate from period to period due to the timing and extent of our investments in third-party hosting capacity, expansion of our cloud-based infrastructure, customer support, and professional services organizations, as well as the amortization of costs associated with capitalized internal-use software.

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Overhead Allocation

We allocate shared costs, such as facilities costs (including rent, utilities, and depreciation on capital expenditures related to facilities shared by multiple departments), information technology costs, and certain administrative personnel costs to all departments based on headcount and location. Allocated shared costs are reflected in each of the expense categories described below, in addition to cost of revenue as described above.

Operating Expenses

Research and Development. Research and development expense consists primarily of personnel-related costs, including salaries, related benefits, and stock-based compensation expense for engineering and product development employees and certain executives, software license fees, rental of office premises, third-party product development services and consulting expenses, and depreciation expense for equipment used in research and development activities. We capitalize a portion of our research and development expenses that meet the criteria for capitalization of internal-use software. All other research and development costs are expensed as incurred.

We believe that continued investment in our products is important for our growth, and as such, we expect that our research and development expenses will continue to increase in dollar amount for the foreseeable future, but such expenses as a percentage of revenue may fluctuate from period to period depending upon the timing and amount of these expenses.

Sales and Marketing. Sales and marketing expense consists primarily of personnel-related costs, including salaries, related benefits, and stock-based compensation expense for our sales personnel and certain executives, sales commissions for our sales force and reseller commissions for our channel sales partners, as well as costs associated with marketing activities, travel and entertainment costs, software license fees, and rental of office premises. Sales commissions that are considered incremental costs incurred to obtain contracts with customers are deferred and amortized over the benefit period of three years. Marketing activities include online lead generation, advertising, and promotional events.

We expect to continue to make significant investments as we expand our customer acquisition, retention efforts and marketing events and associated business travel. As a result, we expect that our sales and marketing expenses will continue to increase in dollar amount for the foreseeable future, however, we expect it to decline as a percentage of revenue over the longer term. This percentage may fluctuate from period to period depending upon the timing and amount of these expenses.

General and Administrative. General and administrative expense consists primarily of personnel-related costs, including salaries, related benefits, and stock-based compensation expense for certain executives and other general and administrative personnel, third-party professional services fees, costs of director and officer insurance, and costs associated with acquisitions of businesses, software license fees, and rental of office premises.

We expect to increase personnel-related and professional service expenses associated with ongoing compliance and reporting obligations and costs to broaden our IT related infrastructure. Our general and administrative expenses are expected to continue to increase in dollar amount for the foreseeable future, however, we expect it to decline as a percentage of revenue over the longer term. This percentage may fluctuate from period to period depending upon the timing and amount of our general and administrative expenses.

Restructuring Charges. Restructuring charges primarily consist of employee severance and other employee termination benefits associated with the restructuring plan that we initiated in November 2024. Refer to Note 12—Restructuring Charges of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

Interest and Other Income (Expense), Net

Interest and other income (expense), net primarily consists of interest income from our investment portfolios, amortization of premium or discount on marketable securities, gain realized on sale of non-marketable equity investments, and foreign currency gains and losses.

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Provision for (Benefit from) Income Taxes

Provision for (benefit from) income taxes consists primarily of income taxes related to U.S. states and foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our U.S. federal and state net deferred tax assets as we have concluded that it is not more likely than not that the deferred tax assets will be realized. Provision for (benefit from) income taxes could also include changes in valuation allowance. Our effective tax rate is affected by tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions, as well as non-deductible expenses, such as stock-based compensation, and changes in our valuation allowance.

Results of Operations

The following table sets forth our condensed consolidated statements of operations data for the periods presented (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	$	215,118	$	186,575	$	616,069	$	525,849
Cost of revenue(1)	32,955		29,806		93,975		83,871
Gross profit	182,163		156,769		522,094		441,978
Operating expenses:
Research and development(1)	41,462		47,885		121,406		123,562
Sales and marketing(1)	101,009		101,253		285,390		300,143
General and administrative(1)	47,149		46,495		141,422		133,091
Restructuring charges	—		—		405		—
Total operating expenses	189,620		195,633		548,623		556,796
Loss from operations	(7,457)		(38,864)		(26,529)		(114,818)
Interest and other income, net	7,405		13,929		32,921		39,971
Income (loss) before income taxes	(52)		(24,935)		6,392		(74,847)
Provision for (benefit from) income taxes	4,628		5,024		14,115		(1,379)
Net loss	$	(4,680)	$	(29,959)	$	(7,723)	$	(73,468)

__________________

(1)Includes stock-based compensation expense as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenue	$	1,467	$	1,830	$	4,422	$	5,033
Research and development(1)	8,958		13,454		26,789		32,475
Sales and marketing	11,796		15,303		37,024		50,980
General and administrative(2)	26,308		28,122		81,238		77,802
Total stock-based compensation expense	$	48,529	$	58,709	$	149,473	$	166,290

(1) Stock-based compensation expense recorded to research and development in the condensed consolidated statements of operations excludes amounts that were capitalized for internal-use software.

(2) General and administrative expense includes stock-based compensation associated with RSUs and PRSUs granted to our Executive Chairman of $10.1 million and $12.1 million for the three months ended September 30, 2025 and 2024, respectively and $31.8 million and $38.3 million for the nine months ended September 30, 2025 and 2024, respectively.

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The following table sets forth our condensed consolidated statements of operations data for the periods presented, as a percentage of revenue:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	100	%	100	%	100	%	100	%
Cost of revenue	15		16		15		16
Gross profit	85		84		85		84
Operating expense:
Research and development	19		26		20		23
Sales and marketing	47		54		46		57
General administrative	22		25		23		25
Restructuring charges	—		—		—		—
Total operating expenses	88		105		89		105
Loss from operations	(3)		(21)		(4)		(21)
Interest and other income, net	3		7		5		8
Income (loss) before income taxes	—		(14)		1		(13)
Provision for (benefit from) income taxes	2		3		2		—
Net loss	(2)	%	(17)	%	(1)	%	(13)	%

Comparison of the Three Months Ended September 30, 2025 and 2024

Revenue


	Three Months Ended September 30,				Change
	2025		2024		$		%
	(dollars in thousands)
Subscription services, software licenses and maintenance	$	212,984	$	184,409	$	28,575	15	%

Professional services	2,134		2,166		(32)		(1)	%
Total revenue	$	215,118	$	186,575	$	28,543	15	%

Revenue increased by $28.5 million, or 15%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Of the total increase in revenue, approximately $9.7 million was attributable to revenue from existing customers as of September 30, 2024, net of contraction and churn, and approximately $18.8 million was attributable to revenue from new customers acquired during the twelve months ended September 30, 2025, net of contraction and churn. Our net dollar retention rate of 105% as of September 30, 2025 reflects the expansion within existing customers and the sale of additional products to these customers. Our net dollar retention rate decreased from 107% as of September 30, 2024 primarily due to lower expansion within existing customers driven by macroeconomic pressures. The majority of our revenue continues to be generated from subscription services.

Cost of Revenue and Gross Margin


	Three Months Ended September 30,						Change
	2025			2024			$		%
	(dollars in thousands)
Cost of revenue	$	32,955		$	29,806		$	3,149	11	%
Gross Margin	85		%	84		%

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Cost of revenue increased by $3.1 million, or 11%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily driven by increases of $1.1 million in third-party hosting costs and $1.1 million in cloud software fees attributable to higher usage as we expand capacity to support our growing customer base, and $0.7 million in amortization of internally capitalized software. Our gross margin increased to 85% for the three months ended September 30, 2025 from 84% in the same period of the prior year, as we increased our revenue and continue to realize benefits from economies of scale primarily related to our third-party hosting costs.

Operating Expenses


	Three Months Ended September 30,				Change
	2025		2024		$		%
	(dollars in thousands)
Research and development	$	41,462	$	47,885	$	(6,423)	(13)	%
Sales and marketing	101,009		101,253		(244)		—	%
General and administrative	47,149		46,495		654		1	%

Total operating expenses	$	189,620	$	195,633	$	(6,013)	(3)	%

The $6.0 million or 3%, decrease in our operating expenses for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, was primarily driven by lower headcount following the restructuring, which decreased stock-based compensation expenses and personnel-related costs. This decrease is partially offset by the impact of annual compensation adjustments and higher variable incentive compensation which increased personnel-related costs.

Research and Development

Research and development expense decreased by $6.4 million, or 13%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily driven by lower stock-based compensation expense of $4.5 million from employee terminations and fully vested equity awards and $3.4 million of higher capitalized internally developed software costs as more development efforts met the criteria for capitalization during the period. This decrease was partially offset by an increase of $1.0 million in software licensing fees, web hosting costs for product development, and travel expenses.

Sales and Marketing

Sales and marketing expense decreased by $0.2 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The slight decrease was primarily driven by lower stock-based compensation expense of $3.5 million from employee terminations and fully vested equity awards and lower personnel-related costs of $2.6 million primarily from lower headcount offset by annual compensation adjustment. These decreases were partially offset by increases of $2.2 million in marketing sponsorship costs, $1.5 million in reseller commission, $1.3 million in software license fees and $0.9 million in professional services.

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General and Administrative

General and administrative expense increased by $0.7 million, or 1%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily driven by an increase of $2.2 million in personnel-related costs primarily due to higher variable incentive compensation and annual compensation adjustments, partially offset by a decrease of $1.8 million in stock-based compensation expense.

Interest and Other Income (Expense), Net


	Three Months Ended September 30,				Change
	2025		2024		$		%
	(dollars in thousands)
Interest income	$	8,776	$	12,389	$	(3,613)	(29)	%
Other income (expense), net	(1,371)		1,540		(2,911)		*
Interest and other income, net	$	7,405	$	13,929	$	(6,524)	(47)	%

*not meaningful

Interest income decreased by $3.6 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to reduction in average balances held in our marketable securities portfolios used for share repurchases.

Other income (expense), net changed by $2.9 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to a $4.7 million foreign exchange loss during the period, mostly from unfavorable changes in foreign exchange rates in Indian Rupee against the U.S. dollar, partially offset by a $1.8 million gain on sale of non-marketable equity investments.

Provision for (Benefit from) Income Taxes


	Three Months Ended September 30,				Change
	2025		2024		$		%
	(dollars in thousands)
Provision for (benefit from) income taxes	$	4,628	$	5,024	$	(396)	(8)	%

We are subject to federal and state income taxes in the United States and taxes in foreign jurisdictions. For the three months ended September 30, 2025 and 2024, the income tax provision remained consistent.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, introducing significant changes to the U.S. tax code, including the immediate expensing of U.S. research and development costs, the immediate expensing of certain capital expenditures, and other tax code changes effective beginning in 2026. Based on our assessment, the effects of the enactment were not material for the three and nine months ended September 30, 2025. While we expect the current year’s impact to be immaterial, we continue to evaluate the broader implications of the legislation on our financial position and future results of operations.

Comparison of the Nine Months Ended September 30, 2025 and 2024

Revenue


	Nine Months Ended September 30,				Change
	2025		2024		$		%
	(dollars in thousands)
Subscription services, software licenses and maintenance	$	609,159	$	518,582	$	90,577	17	%

Professional services	6,910		7,267		(357)		(5)	%
Total revenue	$	616,069	$	525,849	$	90,220	17	%

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Revenue increased by $90.2 million, or 17%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Of the total increase in revenue, approximately $51.5 million was attributable to revenue from existing customers as of September 30, 2024, net of contraction and churn, and approximately $38.7 million was attributable to revenue from new customers acquired during the twelve months ended September 30, 2025, net of contraction and churn. The substantial majority of our revenue continues to be generated from subscription services.

Cost of Revenue and Gross Margin


	Nine Months Ended September 30,						Change
	2025			2024			$		%
	(dollars in thousands)
Cost of revenue	$	93,975		$	83,871		$	10,104	12	%
Gross Margin	85		%	84		%

Cost of revenue increased by $10.1 million, or 12%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily due to increases of $2.3 million in third-party hosting costs as we expand capacity to support our growing customer base, $2.3 million in personnel-related costs driven by annual compensation adjustments, higher variable incentive compensation and changes in retirement benefit obligations for employees in India, partially offset by lower headcount, $2.2 million in amortization of developed technology, $2.2 million in cloud software fees, and $1.1 million in amortization of internally capitalized software. Our gross margin increased to 85% for the nine months ended September 30, 2025 from 84% in the same period of the prior year, as we increased our revenue and realized benefits from economies of scale primarily related to our third-party hosting costs.

Operating Expenses


	Nine Months Ended September 30,				Change
	2025		2024		$		%
	(dollars in thousands)
Research and development	$	121,406	$	123,562	$	(2,156)	(2)	%
Sales and marketing	285,390		300,143		(14,753)		(5)	%
General and administrative	141,422		133,091		8,331		6	%
Restructuring charges	405		—		405		100	%
Total operating expenses	$	548,623	$	556,796	$	(8,173)	(1)	%

The $8.2 million, or 1%, decrease in our operating expenses in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, was primarily driven by lower headcount following the restructuring which decreased stock-based compensation expenses and personnel-related costs. This decrease is partially offset by the impact of annual compensation adjustments, changes in retirement benefit obligations for employees in India, and higher variable incentive compensation.

Research and Development

Research and development expense decreased by $2.2 million, or 2%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily driven by lower stock-based compensation of $5.7 million due to employee terminations and fully vested equity awards and $8.6 million of higher capitalized internally developed software costs as more development efforts met the criteria for capitalization during the period. These decreases were partially offset by increases of $8.1 million in personnel-related costs driven by annual compensation adjustments, higher variable incentive compensation and changes in retirement benefit obligations for employees in India, partially offset by lower headcount, $1.2 million in software licensing fees and $1.1 million in third-party hosting costs to support our development activities.

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Sales and Marketing

Sales and marketing expense decreased by $14.8 million, or 5%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily driven by lower stock-based compensation of $14.0 million from employee terminations and the transition of our President to CEO mid 2024, a $5.2 million reduction in personnel-related costs from lower headcount, and a $3.3 million decrease in advertisement, marketing and branding costs. These decreases were partially offset by increases of $3.6 million in amortization of acquired intangible assets from the D42 Parent, Inc. acquisition, $3.0 million in software license fees, and $2.6 million in reseller commissions.

General and Administrative

General and administrative expense increased by $8.3 million, or 6%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily driven by increases of $5.4 million in personnel-related costs, mainly due to annual compensation adjustments and higher variable incentive compensation and $3.5 million in stock-based compensation expense, primarily from the transition of our President to CEO mid 2024.

Restructuring Charges

Restructuring charges of $0.4 million for the nine months ended September 30, 2025, consisted of employee severance and termination benefits related to the restructuring plan that we initiated in November 2024.

Interest and Other Income (Expense), Net


	Nine Months Ended September 30,				Change
	2025		2024		$		%
	(dollars in thousands)
Interest income	$	30,225	$	40,071	$	(9,846)	(25)	%
Other income (expense), net	2,696		(100)		2,796		*
Interest and other income, net	$	32,921	$	39,971	$	(7,050)	(18)	%

*not meaningful

Interest income decreased by $9.8 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to lower balances maintained in our marketable securities portfolios as a result of our share repurchase program.

Other income (expense), net changed by $2.8 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to a $1.8 million gain on sale of non-marketable equity investments.

Provision for (Benefit from) Income Taxes


	Nine Months Ended September 30,				Change
	2025		2024		$		%
	(dollars in thousands)
Provision for (benefit from) income taxes	$	14,115	$	(1,379)	$	15,494	*

*not meaningful

We are subject to federal and state income taxes in the United States and taxes in foreign jurisdictions. For the nine months ended September 30, 2025 and 2024, we recorded an income tax provision (benefit) of $14.1 million and $(1.4) million, respectively. The net increase in tax benefit of $15.5 million was primarily related to a tax benefit of $14.3 million from the Device42 acquisition as a result of releasing the valuation allowance due to sufficient income in prior year, and a higher pre-tax profits this year in certain foreign jurisdictions.

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Liquidity and Capital Resources

As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents of $420.9 million and marketable securities of $392.3 million, which were primarily held for working capital resources.

As of September 30, 2025, we had an accumulated deficit of $3.7 billion. Our operating activities resulted in cash inflows of $180.0 million for the nine months ended September 30, 2025.

Our material cash requirements from known contractual obligations consist primarily of our obligations under operating leases for office space and contractual obligations for third-party cloud infrastructure, service subscription, and sponsorship arrangement to promote our brand and services. See Note 7 — Leases and Note 8 — Commitments and Contingencies for additional discussion of our principal contractual commitments.

In November 2024, our board of directors approved the share repurchase program, which authorized the repurchase of up to $400 million of our outstanding Class A common stock. For the nine months ended September 30, 2025, we repurchased a total of 26.9 million shares of Class A common stock under this program in open market transactions for an aggregate purchase price of $384.5 million. As of September 30, 2025, the share repurchase program is complete.

As of September 30, 2025, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

We believe our existing sources of liquidity will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of our existing cash available balances, cash flow from operations, and issuances of equity securities or debt offerings, as needed. Our future capital requirements will depend on many factors, including the rate of our revenue growth, the timing and extent of spending on research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings, and other business initiatives and the continuing market adoption of our products. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing in connection with such activities. If we raise additional funds through the incurrence of indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain covenants that restrict our operational flexibility. Any additional equity or convertible debt financing may be dilutive to stockholders. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all.

The following table summarizes our cash flows for the periods presented (in thousands):


	Nine Months Ended September 30,
	2025		2024
Net cash provided by operating activities	$	180,036	$	119,284
Net cash provided by (used in) investing activities	48,933		(170,345)
Net cash used in financing activities	(428,339)		(45,958)

Cash Flows from Operating Activities

Net cash provided by operating activities of $180.0 million for the nine months ended September 30, 2025 reflects our net loss of $7.7 million, adjusted for non-cash items such as stock-based compensation of $149.5 million, amortization of deferred contract acquisition costs of $23.4 million, depreciation and amortization of $19.2 million, and non-cash lease expense of $7.0 million; offset by $5.5 million from discount amortization of marketable securities and $1.8 million gain on sale of non-marketable equity investments. Additionally, net cash outflows from changes in operating assets and liabilities were $4.3 million. The net cash outflows from changes in operating assets and liabilities were primarily due to increases of $29.4 million in deferred contract acquisition costs and $15.4

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million in prepaid expenses and other assets, and a decrease of $5.7 million in operating lease liabilities; offset by increases of $24.3 million in deferred revenue, $13.2 million in accrued and other liabilities, $5.6 million in accounts payable and a decrease of $3.0 million in accounts receivable.

Net cash provided by operating activities of $119.3 million for the nine months ended September 30, 2024 reflects our net loss of $73.5 million, adjusted for non-cash items such as stock-based compensation of $166.3 million, amortization of deferred contract acquisition costs of $20.7 million, depreciation and amortization of $13.1 million and non-cash lease expense of $6.6 million; offset by $13.8 million from changes in deferred income taxes and $13.0 million from discount amortization of marketable securities. Additionally, net cash inflows from changes in operating assets and liabilities were $12.6 million. The net cash inflows from changes in operating assets and liabilities were due to a decrease of $6.6 million in accounts receivable and increases in operating liabilities of $27.0 million in deferred revenue, $10.2 million in accrued and other liabilities and $3.1 million in accounts payable; offset by increases in operating assets of $24.7 million in deferred contract acquisition costs and $7.7 million in prepaid expenses and other assets; and a decrease of $1.8 million in operating lease liabilities.

Cash Flows from Investing Activities

Net cash provided by investing activities of $48.9 million for the nine months ended September 30, 2025 consisted of $62.2 million in maturities and redemptions of marketable securities, net of purchases and $2.0 million in proceeds from sale of non-marketable securities; offset by $11.9 million in capitalized internal-use software and $3.5 million in purchases of property and equipment.

Net cash used in investing activities of $170.3 million for the nine months ended September 30, 2024 consisted of $213.9 million cash paid for business combination, net of cash acquired, $4.1 million in purchases of property and equipment and $3.6 million in capitalized internal-use software, offset by $51.2 million in maturities and sales of marketable securities, net of purchases.

Cash Flows from Financing Activities

Net cash used in financing activities of $428.3 million for the nine months ended September 30, 2025 consisted of $386.3 million cash paid to repurchase shares of our common stock, including $1.8 million of unsettled common stock repurchases as of December 31, 2024, and $45.4 million in payment of withholding taxes on net share settlement of equity awards; offset by $3.3 million of proceeds from the issuance of common stock under our employee stock purchase plan, net of taxes withheld.

Net cash used in financing activities of $46.0 million for the nine months ended September 30, 2024 consisted of $49.6 million in payment of withholding taxes on net share settlement of equity awards, offset by $3.6 million of proceeds from the issuance of common stock under our employee stock purchase plan, net of taxes withheld.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates, assumptions and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change the results from those reported. We evaluate our estimates, assumptions, and judgments on an ongoing basis.

There have been no changes to our critical accounting policies and estimates during the three and nine months ended September 30, 2025 as compared to those disclosed in our "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in our Annual Report on Form 10-K filed with the SEC on February 20, 2025.

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Recent Accounting Pronouncements

See Note 1—Basis of Presentation and Summary of Significant Accounting Policies to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. In addition, we are subject to broader market risk that is created by the global market disruptions and uncertainties resulting from macroeconomic challenges, geopolitical events, tariffs, trade and other international disputes.

Foreign Currency Exchange Risk

The functional currency of our foreign subsidiaries is the U.S. dollar. The majority of our sales are derived in U.S. dollars. Our operating expenses incurred by our foreign subsidiaries are denominated in their respective local currencies, and remeasured at the exchange rates in effect on the transaction date. Additionally, fluctuations in foreign exchange rates may result in the recognition of transaction gains and losses in our condensed consolidated statements of operations. Our condensed consolidated results of operations and cash flows are, therefore, subject to foreign exchange rate fluctuations, particularly changes in the Indian Rupee, British Pound and euro, and may be adversely affected in the future due to changes in foreign exchange rates. Based on a sensitivity analysis we have performed as of September 30, 2025, an adverse 10% foreign currency exchange rate change applied to total monetary assets and liabilities denominated in currencies other than the U.S. dollar would result in a gain or loss of approximately $12.3 million.

To reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates, we entered into foreign exchange forward contracts to hedge a portion of our forecasted foreign currency expenses denominated in Indian Rupee. Gains or losses on these contracts are generally recognized in income at the time the related transactions being hedged are recognized. As of September 30, 2025, the total notional amount of outstanding designated foreign currency forward contracts was $69.6 million. The fair value of derivative assets and liabilities as of September 30, 2025, and all related unrealized and realized gains and losses during the three and nine months ended September 30, 2025 and 2024 were not material.

We do not use foreign exchange contracts for speculative trading purposes and we may enter into other hedging transactions in the future if our exposure to foreign currency becomes more significant. We monitor our exposures in other currencies and assess the need to utilize financial instruments to hedge currency exposures on an ongoing basis.

Interest Rate Risk

Our cash, cash equivalents, and marketable securities primarily consist of deposits held at financial institutions, highly liquid money market funds, and investments in U.S. treasury securities, U.S. government agency securities, corporate bonds, and commercial paper. We had cash and cash equivalents of $420.9 million and marketable securities of $392.3 million as of September 30, 2025. We do not enter into investments for trading or speculative purposes. The carrying amount of our cash equivalents reasonably approximate fair value, due to the maturities of three months or less of these instruments. Our investments are subject to market risk due to changes in interest rates, which may affect our interest income and the fair value of our investments. Fixed rate securities may have their market value adversely affected due to a rise in interest rates. Due in part to these factors, our future investment income may fall short of our expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our marketable securities as “available for sale,” no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be other-than-temporary.

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Based on an interest rate sensitivity analysis we have performed as of September 30, 2025, a hypothetical 100 basis points favorable or adverse movement in interest rates would not have a material effect in the combined market value of our cash and cash equivalents and marketable securities.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control 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 during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information required to be set forth under this Item 1 is incorporated by reference to Note 8. Commitments and Contingencies — Litigation and Loss Contingencies in the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described under the section “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 20, 2025 as well as the other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before making an investment decision. These identified risks and uncertainties may have a material adverse effect on our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also become important factors that affect our business. There have been no material changes from the risks and uncertainties previously disclosed under the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

None.

Use of Proceeds

None.

Issuer Purchases of Equity Securities

Stock repurchase activity during the three months ended September 30, 2025 was as follows (in thousands, except number of shares and average price paid per share):


Period by fiscal month	Total number of shares repurchased (1)	Average price paid per share (2)		Total number of shares repurchased as part of publicly announced plans or programs (3)	Approximate dollar value of shares that may yet be purchased under the plans or programs (3)
July 1, 2025 - July 31, 2025	2,452,094	$	14.05	2,452,094	$	124,664
August 1, 2025 - August 31, 2025	9,530,541	$	13.08	9,530,541	$	—
September 1, 2025 - September 30, 2025	—	$	—	—	$	—
Total	11,982,635			11,982,635

(1) All of the shares purchased during the three months ended September 30, 2025 were acquired pursuant to our publicly announced share repurchase program described in footnote 3 below.

(2) The average price paid per share includes brokerage commissions and excludes excise tax.

(3) On November 6, 2024, we publicly announced that our board of directors had approved a share repurchase program, which authorized the repurchase of up to $400 million of our outstanding Class A common stock. Under the repurchase program, which is now completed, we were authorized to repurchase shares of our outstanding Class A common stock from time to time in the open market, through privately negotiated transactions and/or other means in compliance with the Exchange Act and the rules and regulations thereunder. We were authorized to structure open market repurchases in accordance with the requirements of Rule 10b-18 under the Exchange Act and to enter into Rule 10b5-1 plans to facilitate repurchases of shares of common stock.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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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 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 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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ITEM 6. EXHIBITS

The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

3.1

Amended and Restated Certificate of Incorporation.

8-K

001-40806

3.1

September 24, 2021

3.2

Amended and Restated Bylaws.

S-1/A

333-259118

3.4

September 13, 2021

10.1

First Amendment to Lease by and between Freshworks Inc. and Bay Meadows Station 3 Investors, LLC date July 10, 2025

31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1#

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2#

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

__________________

# The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange

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Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Freshworks Inc.

Date:

November 5, 2025

By:

/s/ Dennis Woodside

Dennis Woodside

Chief Executive Officer and President (Principal Executive Officer)

Date:

November 5, 2025

By:

/s/ Tyler Sloat

Tyler Sloat

Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)

Date:

November 5, 2025

By:

/s/ Philippa Lawrence

Philippa Lawrence

Chief Accounting Officer (Principal Accounting Officer)

Exhibit 10.1

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is dated for reference purposes only as of July 10 , 2025 (the “Effective Date”), by and between BAY MEADOWS STATION 3

INVESTORS, LLC, a Delaware limited liability company (“Landlord”), and FRESHWORKS INC., a Delaware corporation (“Tenant”).

RECITALS

A.Pursuant to that certain Lease dated as of September 20, 2018 (the “Existing Lease”) by and between Landlord and Tenant, Tenant leased from Landlord certain premises (the “Existing Premises”) comprised of approximately 21,778 rentable square feet (as measured at the time pursuant to the then-current BOMA standards), identified as Suite 201, within that certain building having an address of 2950 South Delaware, known as Bay Meadows Station 3 and located in San Mateo, California (the “Building”).

B.Concurrently herewith, Landlord is consenting to the Workday Sublease (as defined below), pursuant to which Subtenant is subleasing from Workday (as defined below) the remainder of the rentable area located on the second floor of the Building, being the entirety of the premises demised to Workday under Workday’s existing lease at the Building (the “Workday Lease”) and for the remainder of the term of the Workday Lease.

C.The term of the Existing Lease expires on July 31, 2026 and the term of each of the Workday Lease and the Workday Sublease expires November 30, 2028.

D.Landlord and Tenant desire to amend the Existing Lease (i) to extend the term of the Existing Lease for a period of sixty (60) months in place of Tenant’s exercising its option to extend the term pursuant to the Existing Lease, (ii) to add to the Existing Premises the remainder of the second floor of the Building (being the same premises that is currently subleased to Tenant under the Workday Sublease) upon expiration of the term of the Workday Sublease, (iii) to grant to Tenant an option to further extend the term of the Lease, and (iv) to make certain other amendments to the Existing Lease, all subject to, and on the basis of, the terms, covenants and conditions hereinafter set forth. The Existing Lease, as amended by this Amendment, is referred to as the “Lease.”

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.Use of Defined Terms; Recitals; Effective Date.

1.1Definitions; Recitals. Unless otherwise defined herein or unless the context clearly requires otherwise, all capitalized terms used herein shall have the meanings ascribed to them in the Existing Lease. The provisions of the Recitals above are fully incorporated herein by this reference.

1.2Effective Date. Unless otherwise specifically provided herein, all provisions of this Amendment shall be effective as of the Effective Date.

Exhibit 10.1

2.Extension of Term. The Term of the Lease is hereby extended for a period of sixty (60) months commencing on August 1, 2026. The definitions of “Term” and “Expiration Date” in the Basic Lease Information of the Existing Lease are hereby deleted in their entirety and replaced with the following definitions and the definition of “Extension Term Commencement Date” and “Expansion Premises Commencement Date” are hereby added as follows:

Extension Term

Commencement Date August 1, 2026

Term: The eighty-eight (88) months that commenced on the Term Commencement Date (i.e., April 1, 2019) and an additional sixty (60) months commencing on the Extension Term Commencement Date and, unless terminated earlier in accordance with this Lease, ending on the Expiration Date.

Expansion Premises

Commencement Date December 1, 2028

Expiration Date: July 31, 2031

3.Project, Building and Premises. Since the Lease Date, the Building and Project have been remeasured by Landlord in accordance with Office Buildings: Methods of Measurement and Calculating Rentable Area (ANSI/BOMA z65.1 – 2017) and the development plans of the Project have been modified such that the Project may potentially include additional office buildings and shall no longer include a separate parking garage. As of the Extension Term Commencement Date, the definition of “Project,” “Building,” and “Premises” set forth in the Basic Lease Information of the Existing Lease are hereby deleted in their entirety and replaced with the following definitions:

Project: The commercial project constructed (or to be constructed) by Landlord or affiliates of Landlord located in San Mateo, California, that is currently comprised of five (5) office buildings (and may be comprised of up to seven (7) office buildings), which include (or may include) ground floor retail space, a school building, retail space within certain non- commercial buildings, parking facilities, and Common Areas (as defined in Paragraph 4.1), as depicted on Exhibit B.

Building: The approximately 179,667 rentable square foot building within the Project, having an address of 2950 South Delaware and commonly known as Station 3, as depicted on Exhibit A.

Premises: Approximately 22,666 rentable square feet located on the 2nd floor of the Building, known as Suite 201, as depicted on Exhibit A-1.

Exhibit 10.1

4.Lease of Expansion Premises. Landlord hereby leases to Tenant and Tenant leases from Landlord the approximately 32,326 rentable square located on the 2nd floor of the Building, known as Suite 202, commencing on the Expansion Premises Commencement Date. As of the Expansion Premises Commencement Date, a new definition of “Expansion Premises” is hereby added as follows and the definition of “Premises” set forth in the Basic Lease Information (as amended pursuant to Section 3 of this Amendment) is hereby deleted in its entirety and replaced with the following:

Expansion Premises: Approximately 32,326 rentable square located on the

2nd floor of the Building, formerly known as Suite 200, as depicted on Exhibit A-1.

Premises Approximately 54,992 square feet located on the 2nd floor of the Building, comprising the entirety of the rentable area of the 2nd floor, to be known as Suite 201, as depicted on Exhibit A-1.

From and after the Expansion Premises Commencement Date, all references in the Existing Lease to the “Premises” shall include the “Expansion Premises” unless otherwise provided herein, and the Premises, as so comprised, shall be known as Suite 201.

5.Base Rent. The reference to “Expiration Date” in the penultimate row of the existing table of Base Rent in the Basic Lease Information of the Existing Lease is hereby amended to be a reference to “July 31, 2026” and the last row in the existing table of Base Rent (referencing the extension option under the Existing Lease) is hereby deleted. Base Rent commencing on the Extension Term Commencement Date (i.e., August 1, 2026) shall be as set forth in the following table, which is hereby added to the Basic Lease Information:

Base Rent:


Period	Rentable Square Footage	Monthly Base Per Square Foot	Monthly Base Rent
August 1, 2026 to July 31, 2027*	22,666	$6.18	$140,075.88
August 1, 2027 to July 31, 2028	22,666	$6.37	$144,382.42
August 1, 2028 to November 30, 2028	22,666	$6.56	$148,688.96
December 1, 2028 to July 31, 2029	54,992	$6.56	$360,747.52
August 1, 2029 to July 31, 2030	54,992	$6.75	$371,196.00
August 1, 2030 to July 31, 2031	54,992	$6.96	$382,744.32
Extension Option	As determined pursuant to Paragraph 3.2

*Rent is subject to abatement as provided in Paragraph 6.3 of this Lease.

Exhibit 10.1

6.Tenant’s Proportionate Share. As of the Extension Term Commencement Date, the definition of Tenant’s Proportionate Share in the Basic Lease Information of the Existing Lease is hereby deleted in its entirety and replaced with the following definition:

Tenant’s

Proportionate Share: From the Extension Term Commencement Date to the

date immediately preceding the Expansion Premises Commencement Date, 12.61% except with respect to certain Cost Pools, as more fully described in Paragraph 7.3.

As of the Expansion Premises Commencement Date, 30.61% except with respect to certain Cost Pools, as more fully described in Paragraph 7.3.

7.Future Remeasurement. Landlord has agreed that prior to expiration of the extended term provided by this Amendment (i.e., prior to August 1, 2031), Landlord shall not have the right to remeasure the Premises. As such, Paragraph 1 of the Existing Lease is hereby deleted in its entirety and replaced with the following:

1. PREMISES

Landlord leases to Tenant and Tenant leases from Landlord upon the terms and conditions hereinafter set forth the Premises (as defined in the Basic Lease Information). If the Premises include one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. In connection with any future extension of the Term beyond the Expiration Date, Landlord may remeasure the Premises and the Building in accordance with generally accepted remeasurement standards selected by Landlord and adjust the square footage of the Premises and the Building and Tenant’s Proportionate Share based on such remeasurement. Landlord and Tenant acknowledge that physical changes may occur from time to time in the Premises or Building, which may result in an adjustment in Tenant’s Proportionate Share, as provided in Paragraph 7.1.

8.Delivery of Expansion Premises; Condition of Expansion Space. A new Paragraph 2.3 is hereby added to the Existing Lease as follows:

2.3. Delivery of Expansion Premises. Tenant is currently subleasing the Expansion Premises pursuant to that certain Sublease dated July 7, 2025 between Workday, Inc., a Delaware corporation (“Workday”), as sublandlord, and Tenant, as subtenant (the “Workday Sublease”). As such, delivery by Landlord of possession of the Expansion Premises on the Expansion Premises Commencement Date shall not be necessary but Tenant shall be deemed to have accepted possession of the Expansion Premises under this Lease as of the Expansion Premises Commencement Date in its then existing condition, “as-is”, without representation or warranty by Landlord and with no obligation of Landlord to perform any construction or other work of improvement upon the Premises (including the Expansion Premises), or contribute to the cost of any of the foregoing, except as expressly set forth in Paragraph 42, and subject to Landlord’s

Exhibit 10.1

ongoing obligations expressly set forth in this Lease. Without limiting the generality of the foregoing, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises (including both the Expansion Premises and the originally-demised Premises), the Building, or the Project, the suitability of the Expansion Premises for Tenant’s use, the condition, capacity or performance of the Base Building Improvements or the identity of other tenants or potential tenants of the Project. Tenant’s possession of the Expansion Premises as of the Expansion Premises Commencement Date shall be pursuant to all of the terms, conditions and covenants of this Lease.

9.Extension Option. Landlord hereby grants to Tenant one (1) option to extend the Term for a successive period of three (3) years commencing on the first day following the Expiration Date (as amended by this Amendment), and otherwise on the same terms and conditions as set forth in Paragraph

3.2 of the Existing Lease.

10.Abatement of Rent. Paragraph 6.3 of the Existing Lease is hereby deleted in its entirety and replaced with the following:

1.3Rent Abatement

1.3.1Abatement of Rent. Tenant shall have no obligation to pay Base Rent (the “Rent Abatement”) for the period commencing on August 1, 2026 through November 30, 2026 (the “Rent Abatement Period”). Tenant acknowledges and agrees that the Rent Abatement has been granted to Tenant as additional consideration for entering into the first amendment to this Lease, and for agreeing to pay the Rent and performing the terms and conditions otherwise required under this Lease. If an Event of Default occurs during the Rent Abatement Period, then Tenant’s right to any then unapplied Rent Abatement shall toll (and Tenant shall be obligated to pay Base Rent during any remaining Rent Abatement Period) until Tenant has cured such Event of Default to Landlord’s reasonable satisfaction, and at such time, if this Lease has not been terminated by Landlord as a result of the Event of Default, Tenant shall be entitled to receive any unapplied Rent Abatement until fully applied. No such tolling by Landlord of the Rent Abatement shall constitute a waiver of any Event of Default or any election of remedies by Landlord. The Rent Abatement is granted for the Base Rent payable for the initial four (4) months of the term as extended by the first amendment to this Lease only; there shall be no abatement of Base Rent concession with respect to the leasing of the Expansion Premises.

1.3.2Rent Abatement Purchase. At any time during the term of this Lease, Landlord shall have the right to purchase any unapplied Rent Abatement by paying to Tenant an amount equal to the Rent Abatement Purchase Price. As used herein, “Rent Abatement Purchase Price” shall mean any then unapplied Rent Abatement remaining as of the date of payment of the Rent Abatement Purchase Price by Landlord. If Landlord exercises its right to purchase the unapplied Rent Abatement effective during the Rent Abatement Period on a date other than the 1st day of any month during the Rent Abatement Period, the Rent Abatement Purchase Price shall be prorated for the period of time in which the right to purchase is exercised and Tenant shall pay Base Rent on a prorated basis for the remaining days in such month after the effective date of the

Exhibit 10.1

exercise of such purchase right. For the avoidance of doubt, in no event shall Tenant’s aggregate obligation to pay Base Rent during the remaining Rent Abatement Period following the purchase of the Rent Abatement be in excess of (a) the amount of Base Rent due under the Lease for such remaining Rent Abatement Period and (b) the amount of the Rent Abatement Purchase Price paid by Landlord to Tenant.

11.Accessibility. To Landlord’s actual knowledge, the property being leased pursuant to this Lease (including the originally-demised Premises and the Expansion Premises) has not undergone inspection by a Certified Access Specialist (CASp). The foregoing verification is included in this Lease solely for the purpose of complying with California Civil Code Section 1938 and will not in any manner affect Landlord’s and Tenant’s respective responsibilities for compliance with construction-related accessibility standards as provided under this Lease. Landlord makes no representations, express or implied, as to the compliance of the Premises or the Project with applicable construction-related accessibility standards. As specified in California Civil Code Section 1938: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” Tenant shall be solely responsible for

(a) any CASp inspection fees, if Tenant elects to obtain a CASp inspection, and (b) any costs related to addressing and/or correcting any violations of construction-related accessibility standards within the Premises as a result of any CASp inspection obtained by Tenant.

12.Operating Expenses. As of the Extension Term Commencement Date and the Expansion Term Commencement Date, Tenant shall pay, as Additional Rent, Tenant’s Proportionate Share of Operating Expenses in the manner set forth in Paragraph 7 of the Existing Lease, which Proportionate Share shall be determined based on the then demised rentable square footage of the Premises as set forth in the Basic Lease Information. For the avoidance of doubt, from and after the Effective Date of this Amendment through and including the date immediately preceding the Extension Term Commencement Date, the definition of Tenant’s Proportionate Share will remain as set forth in the Basic Lease Information of the Existing Lease.

13.Warranty. Paragraph 10.2 of the Existing Lease is hereby deleted in its entirety.

14.Signage. Paragraph 13 of the Existing Lease is hereby amended to, as of the Effective Date, (a) add a new Paragraph 13.1.6 as follows and (b) delete in its entirety Paragraphs 13.1.2 and 13.5 and replace such Paragraphs with the following new Paragraphs 13.1.2 and 13.5:

13.1.2 Ground Floor Lobby Sign. Subject to the terms and conditions set forth in this Paragraph 13, Tenant shall have the right, at Tenant's sole cost and expense, to install signage in the lobby of the Building as follows: (a) one (1) sign on an interior wall of the lobby located on the first floor of the Building identifying Tenant within the location outlined in red on Exhibit J-1 and (b) one (1) sign on the interior of the glass entrance to the lobby of the Building identifying Tenant within the location outlined in red on Exhibit J-2 (collectively, the “Lobby Sign”) provided that (i) such signage shall

Exhibit 10.1

comply with all Applicable Laws, (ii) the name, logo, typeface, material and graphic format of such signage and the exact location of such signage shall be subject to Landlord’s prior approval, (iii) only vinyl film may be used for the signage to be installed on the glass entrance, and (iv) the Lobby Sign installed by Tenant in either location shall not exceed Tenant’s Proportionate Share of the total signage in each location that is available to the tenants of the Building; provided, however, that Tenant shall not be required to replace its Lobby Sign once installed in order to remain in compliance with this clause (iv) as Landlord provides future signage rights to other tenants in the Building. Landlord hereby approves the name “Freshworks” and Tenant’s current logos as depicted on Exhibit H for use on the Lobby Sign. Landlord shall not unreasonably withhold, condition or delay its consent to any updated logo of Tenant should Tenant desire to replace its Lobby Sign to incorporate such updated logo.

* * *

13.1.6 Additional Signage Installed Pursuant to Workday Sublease. Upon execution of the Workday Sublease, any rights to install an exterior monument sign granted to Workday terminated. Pursuant to Landlord’s consent to the Workday Sublease, Landlord agreed to the rights of Tenant to install an exterior monument sign upon the terms and conditions set forth therein. Upon the Expansion Premises Commencement Date, Landlord shall not require Tenant to remove any exterior monument sign installed by Tenant pursuant to the terms of the consent to the Workday Sublease provided that, upon the Expansion Premises Commencement Date, such sign shall be deemed a Tenant Exterior Monument Sign under Paragraph 13.1 of this Lease and shall be subject to the terms and conditions of Paragraph 13 applicable thereto.

* * *

13.5 Rights Personal and Leasing Requirement. Tenant's right to install Tenant's Exterior Monument Sign and Lobby Sign is personal to the Original Tenant (i.e., Freshworks Inc.) or an assignee assuming the Lease in its entirety or a subtenant subleasing the entirety of the Premises provided that the Transfer to such assignee or subtenant has been approved by Landlord pursuant to Paragraph 22 or is a Permitted Transfer. No other assignee or subtenant shall have any right to install Tenant's Exterior Monument Sign or Lobby Sign pursuant to this Paragraph 13. In addition, if at any time the then Tenant permitted to install Tenant’s Exterior Monument Sign and Lobby Sign (as provided in the first sentence of this Paragraph 13.5) is leasing less than a full floor of the Building, Tenant's rights to install Tenant's Exterior Monument Sign and Lobby Sign shall automatically terminate and be of no further force or effect. It is acknowledged and agreed that Tenant is (and is deemed to be) leasing a full floor of the Building as of the effective date of the first amendment to this Lease.

15.EV Charging Stations. A new Paragraph 37.3 is hereby added to the Existing Lease:

37.3 Additional EV Charging Stations. Tenant shall have the right, at its sole cost and expense (subject to application of the Additional Tenant Improvement Allowance), to install electric vehicle chargers in the Building’s Subterranean Parking Facility to allow for charging of electric vehicles for Tenant’s exclusive use provided

Exhibit 10.1

that such electric vehicle chargers shall be installed in parking spaces that are included in the number of parking spaces allocated to Tenant in the Basic Lease Information. Such installation of additional electrical vehicle chargers by Tenant shall be a Tenant Improvement and subject to the Tenant Improvement Agreement or an Alteration and subject to the terms and provisions of Paragraph 12, as applicable.

16.Tenant Improvement Allowance. A new Paragraph 42 is hereby added to the Existing Lease as follows:

42ADDITONAL TENANT IMPROVMENTS

42.1Additional Tenant Improvement Allowance. Landlord will contribute to the hard and soft costs of the design and construction of any alterations, additions and improvements that Tenant may deem necessary or appropriate to prepare the Expansion Premises for the initial occupancy by Tenant pursuant to the Workday Sublease, to refurbish the improvements or construct new improvements to the originally- demised Premises pursuant to this Lease, and/or to remove the existing corridor between the originally-demised Premises and Expansion Premises, as Tenant may determine (collectively, the “Additional Tenant Improvements”), which contribution shall be in the following amounts: (a) the lesser of (i) Five Hundred Sixty Six Thousand Six Hundred Fifty and 00/100 Dollars ($566,650.00) (calculated at the rate of $25.00 per square foot of remeasured rentable area in the originally-demised Premises) plus (ii) Three Hundred Twenty Three Thousand Two Hundred Sixty and 00/100 Dollars ($323,260.00) (calculated at the rate of $10.00 per square foot of rentable area in the Expansion Premises)(for a total allowance of Eight Hundred Eighty-Nine Thousand Nine Hundred Ten and 00/100 Dollars $889,910.00), or (b) the actual cost of Permitted Allowance Items (as defined in Paragraph 42.2) for the Additional Tenant Improvements (the “Additional Tenant Improvement Allowance”).

42.2Use of Additional Tenant Improvement Allowance. The Additional Tenant Improvement Allowance shall be disbursed by Landlord only for the payment or reimbursement of the following items and costs (collectively, the “Permitted Allowance Items”): (a) costs of preparing the plans (including all costs of Tenant’s architect, engineers and any other third party consultants, design due diligence, pre- construction administration, reimbursable expenses, pricing plans, construction documents and construction administration) up to a maximum amount of Fifteen and 00/100 Dollars ($15.00) per square foot of rentable area in the Premises, (b) the cost of obtaining permits, (c) the documented cost of performing the work for the Additional Tenant Improvements, including the cost of procuring, constructing and installing all construction materials, (d) the cost of any change to the Base Building Improvements required by the approved plans, including all direct architectural and/or engineering fees and expenses incurred in connection therewith, and (e) Landlord’s construction administrative fee and out-of-pocket expenses to be paid to Landlord in accordance with Section 3.9 of the Tenant Improvement Agreement. Permitted Allowance Items shall not include furnishings, trade fixtures, equipment and other personal property, including cabling, switches, servers, routers and similar data and telecommunications equipment costs.

Exhibit 10.1

42.3Construction of Additional Tenant Improvements. The construction of the Additional Tenant Improvements shall be performed in accordance with the terms and conditions of the Tenant Improvement Agreement with such terms and conditions being reasonably applied to the Additional Tenant Improvements, mutatis mutandis.

42.4Disbursement of Additional Tenant Improvement Allowance. From and after the effective date of the first amendment to this Lease, Landlord shall disburse the Additional Tenant Improvement Allowance on a progress payment basis during the construction of the Additional Tenant Improvements in accordance with the same terms and conditions as applicable to the disbursement of the initial Tenant Improvement Allowance with such terms and conditions being reasonably applied to the Additional Tenant Improvement Allowance, mutatis mutandis. If Tenant fails to submit any necessary documentation for disbursement of the Additional Tenant Improvement Allowance on or before the date that is nine (9) months after the Expansion Premises Commencement Date, Landlord shall have no further obligation to disburse all or any remaining balance of the Additional Tenant Improvement Allowance to Tenant. Tenant shall not be entitled to a credit for any unused portion of the Additional Tenant Improvement Allowance in the form of a rent credit, rent abatement or otherwise.

42.5Restoration. Any restoration obligations of the Additional Tenant Improvements shall be governed by Section 10 of the Tenant Improvement Agreement. Landlord hereby acknowledges and agrees that: (a) if Tenant elects to remove the existing corridor between the originally-demised Premises and Expansion Premises as part of the Additional Tenant Improvements, Landlord shall not require restoration of the corridor, and (b) neither Tenant nor Workday shall be required to remove or restore any of the improvements existing in the Expansion Premises on the effective date of the first amendment to this Lease.

42.6Existing Tenant Improvement Agreement. The existing Tenant Improvement Agreement attached to this Lease as Exhibit D governed the initial improvements to the originally-demised Premises. The incorporation of the terms and conditions of the Tenant Improvement Agreement as provided in this Paragraph 42 with respect to the Additional Tenant Improvements shall not be deemed to infer that any obligations of Landlord under the Tenant Improvement Agreement with respect to the initial Tenant Improvements remain in effect as those Tenant Improvements have been completed.

42.7Application of Lease Provisions to Additional Tenant Improvements. From and after the Expansion Premises Commencement Date, all references in this Lease to the “Tenant Improvements” shall include the “Additional Tenant Improvements,” including, without limitation, references in Paragraphs 8.2.1, 11, 12, 25 and 26.

17.Letter of Credit. Landlord is holding a Letter of Credit in the Letter of Credit Amount of

$393,321.34, which Landlord shall continue to hold in accordance with the provisions of Paragraph 20 of the Existing Lease. At any time prior to the Extension Term Commencement Date, Tenant shall provide Landlord with a substitute Letter of Credit or an amendment to the existing Letter of Credit with a LC

Exhibit 10.1

Expiration Date of not earlier than September 30, 2031, and otherwise satisfying the requirements of Paragraph 20 of the Existing Lease. If Tenant delivers a substitute Letter of Credit (as opposed to an amendment to the existing Letter of Credit), then, within five (5) business days following the delivery to Landlord of such substitute Letter of Credit, Landlord shall return the existing Letter of Credit to Tenant.

18.Certifications.

18.1Tenant’s Certification. Tenant hereby certifies to Landlord that, as of the execution and delivery of this Amendment by Tenant to Landlord, there are no existing defenses against the enforcement of any of the obligations of Tenant under the Lease, and Landlord is not in default under the Lease by reason of its failure to perform any obligations thereunder, and there is no circumstance, event, condition or state of facts which, by the passage of time or the giving of notice, or both, could entitle Tenant to any such defenses or constitute or result in such a default.

18.2Landlord’s Certification. Landlord hereby certifies to Tenant that, as of the execution and delivery of this Amendment by Landlord to Tenant, there are no existing defenses against the enforcement of any of the obligations of Landlord under the Lease, and Tenant is not in default under the Lease by reason of its failure to perform any obligations thereunder, and there is no circumstance, event, condition or state of facts which, by the passage of time or the giving of notice, or both, could entitle Landlord to any such defenses or constitute or result in such a default.

19.Notice Addresses. Landlord’s and Tenant’s notice addresses and contacts set forth in the Basic Lease Information of the Existing Lease are hereby deleted in their entirety and replaced with the following:

Tenant’s Notice Address: Freshworks Inc.

2950 South Delaware, Suite 201 San Mateo, California 94403 Attn: VP Global Workplace

With a copy of any notices of default or other notices of

non-routine nature (e.g., estoppel requests):

Shartsis Friese LLP Attn: Scott Schneider [email protected]

Landlord’s Notice Address: Bay Meadows Station 3 Investors, LLC

c/o Stockbridge Real Estate Funds Four Embarcadero Center, Suite 3300 San Francisco, California 94111 Attn: Kristin Paul

With a copy to:

Bay Meadows Station 3 Investors, LLC c/o Wilson Meany

Four Embarcadero Center, Suite 3300

Exhibit 10.1

San Francisco, California 94111 Attn: Janice Thacher

20.Real Estate Brokers. Tenant represents and warrants that Tenant has not had any dealings with any broker in connection with the negotiation or execution of this Amendment other than Jones Lang LaSalle (“Tenant’s Broker”), and Tenant agrees to indemnify Landlord and hold Landlord harmless from any and all costs (including reasonable attorneys’ fees), expenses or liability for commissions or other compensation claimed by any other broker or agent claiming to have had dealings with Tenant in connection with this Amendment. Landlord represents and warrants that Landlord has not had any dealings with any broker in connection with the negotiation or execution of this Amendment other than Newmark (“Landlord’s Broker”), and Landlord agrees to indemnify Tenant and hold Tenant harmless from any and all costs (including reasonable attorneys’ fees), expenses or liability for commissions or other compensation claimed by any other broker or agent claiming to have had dealings with Landlord in connection with this Amendment. Landlord shall, pursuant to a separate written agreement, pay the commission due Tenant’s Broker and Landlord’s Broker.

21.Exhibits. As of the Extension Term Commencement Date, Exhibit A and Exhibit A-1 to the Existing Lease are hereby deleted and replaced with Exhibit A and Exhibit A-1 attached hereto. As of the Effective Date, Exhibit H is hereby deleted and replaced with Exhibit H attached hereto and a new Exhibit J-1 and Exhibit J-2 attached hereto are inserted. The list of Exhibits in the Table of Contents is amended as follows:

Exhibit A Depiction of Building Exhibit A-1 Floor Plans of the Premises

Exhibit H Approved Tenant Logos for Signage Exhibit J-1 Depiction of Lobby Wall Area for Signage Exhibit J-2 Depiction of Lobby Glass Area for Signage

22.Miscellaneous.

22.1Except as modified by this Amendment, all of the terms, conditions and provisions of the Existing Lease shall remain in full force and effect and are hereby ratified and confirmed.

22.2To the extent the terms of the Existing Lease and this Amendment are inconsistent, the terms of this Amendment shall control.

22.3This Amendment contains the entire agreement of Landlord and Tenant with respect to the subject matter hereof. It is understood that there are no oral agreements between Landlord and Tenant affecting the Existing Lease as hereby amended, and this Amendment supersedes and cancels any and all previous negotiations, representations, agreements and understandings, if any, between Landlord and Tenant and their respective agents with respect to the subject matter thereof, and none shall be used to interpret or construe the Lease. Tenant acknowledges that all prior communications from Landlord or its agents are not and were not, and shall not be construed to be, representations or warranties of Landlord or its agents as to the matters communicated, and have not and will not be relied upon by Tenant.

Exhibit 10.1

22.4This Amendment may be executed in two counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same agreement. This Amendment may be executed by a party’s signature transmitted by electronic mail in portable document format (“pdf”) or through an electronic signature/online signature service such as “DocuSign”, and copies of this Amendment executed and delivered by means of pdf signatures or by DocuSign or similar service shall have the same force and effect as copies hereof executed and delivered with original signatures. All parties hereto may rely upon pdf signatures as if such signatures were originals. Upon request by either party, any party executing and delivering this Amendment by pdf shall promptly thereafter deliver a counterpart of this Amendment containing said party’s original signature. All parties hereto agree that a pdf signature page may be introduced into evidence in any proceeding arising out of or related to this Amendment as if it were an original signature page.

Exhibit 10.1

IN WITNESS WHEREOF, the parties have caused this First Amendment to Lease to be executed as of the date first written above.

LANDLORD TENANT

BAY MEADOWS STATION 3 INVESTORS,

LLC, a Delaware limited liability company

/s/ Kristen Paul

FRESHWORKS INC.,

a Delaware corporation

/s/ Tyler Sloat

Exhibit A

Depiction of Building

Exhibit A-1

Floor Plan of the Premises

Exhibit H

Approved Tenant Logos for Signage

Exhibit J-1

Depiction of Lobby Wall Area for Signage

Exhibit J-2

Depiction of Lobby Glass Area for Signage


Date: November 5, 2025			By: /s/ Dennis Woodside
			Dennis Woodside Chief Executive Officer and President (Principal Executive Officer)


Date: November 5, 2025			By: /s/ Tyler Sloat
			Tyler Sloat Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)