Asana Form 4: CFO’s Small Sell-to-Cover Insider Trade Disclosed

Rhea-AI Filing Summary

On 24 Jun 2025, Asana, Inc. (ASAN) filed a Form 4 disclosing a modest insider transaction by Chief Financial Officer Sonalee Elizabeth Parekh. On 20 Jun 2025, Parekh sold 4,230 Class A shares at an average price of $13.167, realizing roughly $55.7 thousand in gross proceeds. Following the sale, she continues to beneficially own 1,336,927 shares, a reduction of only about 0.32 % of her prior stake.

The transaction was executed under Asana’s mandatory “sell-to-cover” policy, which requires executives to sell shares upon RSU vesting to cover associated tax obligations. The filing cites no additional open-market sales, derivative activity, or use of a Rule 10b5-1 trading plan.

Because the disposition is small relative to the executive’s remaining holdings and is clearly linked to tax-withholding requirements, it is generally considered administrative rather than a discretionary insider exit. Investors may view the event as neutral but should watch upcoming Form 4s for larger or repeated discretionary sales that could alter insider-sentiment signals.

Positive

• Executive retains 1,336,927 shares, indicating continued significant equity alignment with shareholders.
• Sale was explicitly attributed to tax withholding, reducing concerns about discretionary divestment.

Negative

• Insider sale, even if small, can be perceived negatively by some investors monitoring sentiment shifts.

Insights

Securities Analyst

TL;DR: CFO’s 0.3 % tax-related sale is immaterial; insider ownership remains high, signalling neutral impact.

The 4,230-share sale represents a negligible fraction of Parekh’s 1.34 million-share position and produced only ~$56k in proceeds, indicating no meaningful shift in commitment. The explicit “sell-to-cover” note clarifies that the transaction was compulsory to satisfy RSU-related withholding taxes rather than a strategic portfolio move. With no derivative trades or 10b5-1 plan disclosed, the event has minimal informational content for valuation models. I classify the filing as routine and non-directional for ASAN’s equity story.

Corporate Governance Expert

TL;DR: Routine sell-to-cover action; governance risk unchanged.

Mandatory sell-to-cover programs are standard, reducing potential selective disclosure around tax settlements. The small size and clear explanatory footnote mitigate governance concerns that often arise with insider sales. No red flags such as pattern selling, 10 %-owner status, or multi-party filings are present. Consequently, I judge the governance impact neutral, assigning no additional risk premium.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Parekh Sonalee Elizabeth

(Last) (First) (Middle)

C/O ASANA, INC.

633 FOLSOM STREET, SUITE 100

(Street)

SAN FRANCISCO CA 94107

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		S		4,230(1)	D	$13.167	1,336,927	D

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. This sale reported on this Form 4 was effected pursuant to the Issuer's policy requiring sell-to-cover to satisfy certain tax obligations of the Reporting Person incurred with the vesting and settlement of certain Restricted Stock Units (RSUs).

Remarks:

	/s/ Katie Colendich, Attorney-in-Fact	06/24/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Asana (ASAN) shares did the CFO sell?

She sold 4,230 Class A shares on 20 Jun 2025.

What price did the shares sell for?

The average price was $13.167 per share.

Why did Sonalee Parekh sell Asana shares?

The sale was a sell-to-cover transaction to meet RSU-related tax obligations.

How many shares does the CFO still own after the sale?

She beneficially owns 1,336,927 shares following the transaction.

Was a Rule 10b5-1 trading plan used?

The filing does not indicate the use of a 10b5-1 plan for this sale.

Is the transaction considered material to investors?

Given it represents only about 0.32 % of her holdings, the impact is generally viewed as immaterial.