ASAN Insider Report: GC Sold Shares via Sell-to-Cover and 10b5-1 Plan

Rhea-AI Filing Summary

Lacey Eleanor B, General Counsel and Corporate Secretary of Asana, Inc. (ASAN), reported two sales of Class A common stock in September 2025. On 09/22/2025 she sold 20,049 shares at a weighted average price of $14.171, reducing her holdings to 539,896 shares; that sale was executed pursuant to the issuer's sell-to-cover policy to satisfy tax obligations from RSU vesting. On 09/23/2025 she sold 10,570 shares under a Rule 10b5-1 trading plan at a weighted average price of $14.41, leaving 529,326 shares beneficially owned. The filing also notes acquisition of 652 shares through the 2020 Employee Stock Purchase Plan on 09/15/2025. The Form 4 was signed by an attorney-in-fact on 09/24/2025.

Positive

• Transparent disclosure of transaction dates, quantities, prices, and post-transaction holdings
• Use of Rule 10b5-1 trading plan is disclosed, indicating pre-established trading parameters
• Sell-to-cover sale is identified as tax-related from RSU vesting, explaining rationale
• ESPP acquisition of 652 shares on 09/15/2025 is reported and exempt under Rule 16b-3(c)

Negative

• Insider dispositions totaling 30,619 shares (20,049 on 09/22/2025 and 10,570 on 09/23/2025) reduce beneficial ownership
• Reduced holdings reported to 529,326 shares after the transactions

Insights

Financial Analyst

TL;DR: Insider sales of 30,619 shares were routine and tied to tax withholding and a pre-established 10b5-1 plan, suggesting non-disruptive liquidity activity.

The filings disclose combined dispositions of 30,619 Class A shares across two dates in September 2025, with explicit attribution: a sell-to-cover transaction linked to RSU tax obligations and a sale under a Rule 10b5-1 plan established March 12, 2025. The reported prices are narrow ($14.171 and a weighted average of $14.39–$14.42 for the 10b5-1 sales). Holdings after the transactions remain substantial (529,326 shares), and the filing separately notes a small ESPP purchase of 652 shares. From a financial perspective, these actions appear to be liquidity and tax-driven rather than opportunistic market-timing based on the disclosures provided.

Corporate Governance Expert

TL;DR: Disclosure is compliant and transparent: transactions are identified as sell-to-cover and Rule 10b5-1, with supplemental ESPP purchase noted.

The Form 4 clearly states the reporting person’s role (GC, Corporate Secretary) and the nature of each transaction, including footnotes explaining mechanics and price ranges. Use of a 10b5-1 plan and issuer sell-to-cover policy are documented, and the filer offers to provide detailed trade-level pricing upon request. The signature by an attorney-in-fact is present and dated. Based solely on the filing text, governance and disclosure protocols appear to have been followed.

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).

1. Name and Address of Reporting Person^*

LACEY ELEANOR B

(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)
	GC, Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		S		20,049(1)	D	$14.171	539,896(2)	D
Class A Common Stock	09/23/2025		S(3)		10,570	D	$14.41(4)	529,326	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).

2. Includes 652 additional shares of Class A Common Stock acquired under the Asana, Inc. 2020 Employee Stock Purchase Plan on September 15, 2025. This transaction is exempt from Rule 16b-3(c).

3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted March 12, 2025.

4. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $14.39 to $14.42 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Katie Colendich, Attorney-in-Fact	09/24/2025
	** 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 shares did Asana insider Lacey Eleanor B sell in September 2025 (ASAN)?

The Form 4 reports sales of 20,049 shares on 09/22/2025 and 10,570 shares on 09/23/2025, totaling 30,619 shares.

Why were shares sold by the reporting person in this Form 4?

The filing states one sale was a sell-to-cover to satisfy tax obligations from RSU vesting; other sales were executed under a Rule 10b5-1 trading plan adopted March 12, 2025.

What prices were reported for the insider sales in the Form 4?

The 09/22/2025 sale shows a weighted average price of $14.171; the 09/23/2025 sale shows a weighted average price of $14.41 (individual trade prices ranged $14.39–$14.42).

How many shares did the reporting person own after the transactions?

The filing reports 539,896 shares after the 09/22 sale and 529,326 shares after the 09/23 sale.

Was any additional stock acquisition disclosed in the Form 4?

Yes; the filing notes acquisition of 652 shares under the Asana 2020 Employee Stock Purchase Plan on 09/15/2025.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Katie Colendich, Attorney-in-Fact on 09/24/2025 as shown in the filing.