Asana (NYSE: ASAN) director donates 2.7M shares, keeps stake

Rhea-AI Filing Summary

Asana, Inc. director Justin Rosenstein reported a bona fide gift of 2,700,000 shares of Class A Common Stock to Fidelity Investments Charitable Gift Fund at no price per share. After this donation, he directly holds 532,776 Class A shares. The footnotes state he does not exercise voting or investment control over Fidelity Investments Charitable Gift Fund or the donated shares and has no pecuniary interest in shares held by the fund.

Insider Trade Summary

2,700,000 shares gifted

Mixed 1 txn

Insider Rosenstein Justin

Role null

Type	Security	Shares	Price	Value
Gift	Class A Common Stock	2,700,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 532,776 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Gifted shares: 2,700,000 shares Shares after transaction: 532,776 shares Transaction price: $0.0000 per share +1 more

4 metrics

Gifted shares 2,700,000 shares Class A Common Stock donated as bona fide gift

Shares after transaction 532,776 shares Direct Class A holdings following gift

Transaction price $0.0000 per share Price per share for gifted stock

Gift shares total 2,700,000 shares Form 4 transactionSummary giftShares

Key Terms

bona fide gift, pecuniary interest, Fidelity Investments Charitable Gift Fund

3 terms

bona fide gift financial

"Represents shares of Class A Common Stock that the Reporting Person donated as a gift"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

pecuniary interest financial

"The Reporting Person does not have any pecuniary interest in any shares held"

Fidelity Investments Charitable Gift Fund financial

"donated as a gift to Fidelity Investments Charitable Gift Fund"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:34 PM Accepted by SEC EDGAR 07/02/2026 - 04:33 PM Learn about SEC filing dates

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^*

Rosenstein Justin

(Last) (First) (Middle)

C/O ASANA, INC.

633 FOLSOM STREET, SUITE 100

(Street)

SAN FRANCISCO CALIFORNIA 94107

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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

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

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

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	06/30/2026		G		2,700,000(1)	D	$0	532,776	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. Represents shares of Class A Common Stock that the Reporting Person donated as a gift to Fidelity Investments Charitable Gift Fund. The Reporting Person does not exercise voting or investment control, directly or indirectly, over Fidelity Investments Charitable Gift Fund or any of its affiliates, or over the donated shares following this transfer. The Reporting Person does not have any pecuniary interest in any shares held by Fidelity Investments Charitable Gift Fund.

Remarks:

	/s/ Katie Colendich, Attorney-in-Fact	07/02/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Justin Rosenstein report for Asana (ASAN)?

Justin Rosenstein reported a bona fide gift of 2,700,000 Asana Class A shares to Fidelity Investments Charitable Gift Fund. The transfer was at no price per share and reflects a charitable donation rather than an open-market sale or purchase.

How many Asana (ASAN) shares does Justin Rosenstein hold after the reported gift?

After donating 2,700,000 Class A shares, Justin Rosenstein directly holds 532,776 Asana Class A shares. This post-transaction balance is disclosed in the Form 4 as his remaining direct ownership position following the charitable transfer.

Who received the 2.7 million Asana (ASAN) shares gifted by Justin Rosenstein?

The 2,700,000 Asana Class A shares were donated to Fidelity Investments Charitable Gift Fund. The filing notes this as a bona fide gift, transferring the shares to the charitable organization rather than to a trading counterparty or related investment entity.

Does Justin Rosenstein retain voting or investment control over the donated Asana (ASAN) shares?

According to the footnote, Justin Rosenstein does not exercise voting or investment control, directly or indirectly, over Fidelity Investments Charitable Gift Fund or the donated Asana shares. He also has no pecuniary interest in any shares held by the fund after the transfer.

Is the Asana (ASAN) Form 4 transaction a market sale of shares?

No, the Asana Form 4 reports a bona fide gift of 2,700,000 Class A shares, not a market sale. The transaction code is “G,” indicating a gift, and the price per share is listed as 0.0000, consistent with a non-market charitable transfer.