ASAN Form 144: Founder Sale of 1.20M Shares Valued at $18.2M

Rhea-AI Filing Summary

Asana, Inc. (ASAN) filing a Form 144 notifies a proposed sale of 1,199,560 common shares through Morgan Stanley Smith Barney on the NYSE, with an aggregate market value of $18,197,325.20 and an approximate sale date of 10/09/2025. The shares were originally acquired as founders shares on 02/04/2009. The filer discloses multiple 10b5-1 sales by Justin Rosenstein during mid-2025 totaling several million dollars in gross proceeds, the largest single day sale listed at $14,536,529.78 on 07/22/2025. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information and references reliance on a 10b5-1 trading plan where applicable.

Positive

• Transparent compliance with Rule 144 by filing a Form 144 for the proposed sale
• Use of 10b5-1 plans for earlier sales indicates prearranged, rule-compliant insider selling

Negative

• Large insider sale amount — 1,199,560 shares (~$18.2M) could increase near-term share supply
• Multiple recent 10b5-1 sales by Justin Rosenstein in 07–10/2025 generated substantial gross proceeds, indicating ongoing insider liquidity

Insights

Insider Transactions Analyst

TL;DR: Significant insider liquidity event — a founder-sale of ~1.2M shares via brokered sale on the NYSE.

This filing records a proposed sale of 1,199,560 common shares valued at $18,197,325.20, showing a founder-origin position from 02/04/2009. The sale is routed through Morgan Stanley Smith Barney and scheduled for 10/09/2025, consistent with public Form 144 procedures for registered sales by affiliates.

The filing also lists multiple recent 10b5-1 plan executions by Justin Rosenstein during 07/2025–10/2025 that generated material gross proceeds, indicating ongoing disciplined selling under prearranged plans. Watch short-term share supply impacts around 10/09/2025 and any company disclosures that might modify insider selling assumptions.

Corporate Governance Specialist

TL;DR: Disclosure aligns with Rule 144 and 10b5-1 mechanics; representation clause affirms no undisclosed material information.

The filer states the seller represents not knowing any undisclosed material adverse information and, where applicable, cites adoption dates for any 10b5-1 trading plan. The record of multiple 10b5-1 sales suggests use of standard defensive compliance when insiders monetize equity.

Key items to monitor include whether future filings show additional scheduled sales or amendments to 10b5-1 plans; any deviation from prearranged sale dates would require new notices and could be material to investor perception in the near term.

FAQ

What does Asana's (ASAN) Form 144 disclose about the proposed sale?

It discloses a proposed sale of 1,199,560 common shares via Morgan Stanley Smith Barney valued at $18,197,325.20 with an approximate sale date of 10/09/2025.

Who originally acquired the shares being sold in the Form 144?

The shares were acquired as founders shares on 02/04/2009 from the issuer.

Are there recent insider sales related to this filer?

Yes. Multiple 10b5-1 sales for Justin Rosenstein between 07/10/2025 and 10/08/2025 are listed, with gross proceeds on individual dates ranging up to $14,536,529.78 on 07/22/2025.

Through which broker will the proposed sale be executed?

The sale is scheduled to be executed through Morgan Stanley Smith Barney LLC on the NYSE.

Does the filer state they possess undisclosed material information?

By signing the form, the person represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.

What is the significance of a 10b5-1 plan in these filings?

A 10b5-1 plan is a prearranged trading program that allows insiders to sell shares at predetermined times, and several listed sales were executed under such plans per the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/09/2025 - 04:18 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	1199560	18197325.20	156685245	10/09/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/04/2009	Founders Shares	Issuer			1199560	02/04/2009	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for JUSTIN ROSENSTEIN 633 Folsom Street, Suite 100 San Francisco CA 94107	Common	10/08/2025	454913	6860861.39
10b5-1 Sales for JUSTIN ROSENSTEIN 633 Folsom Street, Suite 100 San Francisco CA 94107	Common	07/28/2025	517635	7783936.31
10b5-1 Sales for JUSTIN ROSENSTEIN 633 Folsom Street, Suite 100 San Francisco CA 94107	Common	07/25/2025	223894	3353305.22
10b5-1 Sales for JUSTIN ROSENSTEIN 633 Folsom Street, Suite 100 San Francisco CA 94107	Common	07/24/2025	115936	1743051.39
10b5-1 Sales for JUSTIN ROSENSTEIN 633 Folsom Street, Suite 100 San Francisco CA 94107	Common	07/23/2025	729228	10996831.16
10b5-1 Sales for JUSTIN ROSENSTEIN 633 Folsom Street, Suite 100 San Francisco CA 94107	Common	07/22/2025	966576	14536529.78
10b5-1 Sales for JUSTIN ROSENSTEIN 633 Folsom Street, Suite 100 San Francisco CA 94107	Common	07/21/2025	195131	2928194.33
10b5-1 Sales for JUSTIN ROSENSTEIN 633 Folsom Street, Suite 100 San Francisco CA 94107	Common	07/18/2025	226600	3396598.04
10b5-1 Sales for JUSTIN ROSENSTEIN 633 Folsom Street, Suite 100 San Francisco CA 94107	Common	07/10/2025	25000	373750.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)