Asana (NYSE: ASAN) director Cohler takes 823 shares instead of cash

Rhea-AI Filing Summary

Asana, Inc. director Matthew Cohler reported receiving 823 shares of Class A common stock on February 2, 2026 at a stated price of $0. He elected to take stock instead of cash fees under Asana’s Non-Employee Director Compensation Policy for the quarter ended January 31, 2026, with the share amount based on the January 30, 2026 closing price.

Following this transaction, Cohler is shown with 339,849 Class A shares held directly, plus a separate direct holding of 13,089 shares and an additional 236,921 shares held indirectly through a second irrevocable trust. The filing also notes a grant of RSUs that vest in full on the earlier of June 16, 2026 or the next annual stockholder meeting, each RSU settling into one Class A share.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cohler Matt

(Last) (First) (Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Asana, Inc. [ ASAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/02/2026		A		823(1)	A	$0	339,849(2)	D
Class A Common Stock								13,089(3)	D
Class A Common Stock								236,921	I	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares represent the Class A Common Stock that the Reporting Person elected to receive in lieu of cash compensation under the Issuer's Non-Employee Director Compensation Policy for the quarter ended January 31, 2026. The number of shares of Class A Common Stock received in lieu of cash was calculated based on the closing price of a share of Class A Common Stock on January 30, 2026.

2. Reflects an exempt transfer of 284,008 shares held by Matthew Cohler's irrevocable trust entity to Mr. Cohler's direct holdings.

3. Represents the grant of Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 100% of the RSUs will vest on the earlier of June 16, 2026 or the day of the next annual meeting of the stockholders, subject to the Reporting Person's continuous service through such date.

4. Shares held by Matthew Cohler's second irrevocable trust entity.

Remarks:

	/s/ Katie Colendich, Attorney-in-Fact	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Asana (ASAN) director Matthew Cohler report in this Form 4?

Matthew Cohler reported receiving 823 shares of Asana Class A common stock as compensation on February 2, 2026. He elected stock instead of cash director fees for the quarter ended January 31, 2026, with shares based on the January 30, 2026 closing price.

Why did Matthew Cohler receive 823 Asana (ASAN) shares at a price of $0?

The 823 shares represent director fees that Cohler chose to receive in stock rather than cash under Asana’s Non-Employee Director Compensation Policy. The reported $0 price reflects that this was compensation, with the number of shares tied to the January 30, 2026 closing price.

How many Asana (ASAN) shares does Matthew Cohler own after this transaction?

After the reported transaction, Cohler is listed with 339,849 Class A shares directly, an additional direct holding of 13,089 shares, and 236,921 shares held indirectly through a second irrevocable trust. These figures reflect beneficial ownership as of February 2, 2026.

What does the Form 4 say about Matthew Cohler’s indirect Asana (ASAN) holdings?

The filing shows 236,921 Asana Class A shares held indirectly by a second irrevocable trust associated with Matthew Cohler. A footnote explains these shares are held by this trust entity, indicating an indirect form of beneficial ownership rather than shares held in his own name.

What are the RSUs mentioned in Matthew Cohler’s Asana (ASAN) Form 4?

The filing describes a grant of Restricted Stock Units (RSUs), each representing one Asana Class A share upon settlement. All RSUs vest on the earlier of June 16, 2026 or the next annual stockholder meeting, assuming Cohler maintains continuous service through the vesting date.

How was the number of Asana (ASAN) shares for Cohler’s director fees calculated?

The 823 Asana Class A shares were calculated using the closing market price on January 30, 2026. That price determined how many shares were needed so Cohler’s stock grant equaled his cash compensation for serving as a non-employee director that quarter.