Asana (NYSE: ASAN) director Rosenstein converts stock and donates shares

Rhea-AI Filing Summary

Asana, Inc. director Justin Rosenstein reported several equity transactions involving Class A and Class B common stock. On 12/19/2025, he converted 3,000,000 shares of Class B Common Stock into Class A Common Stock at a stated price of $0, increasing his directly held Class A shares to 3,210,398.

On 12/22/2025, he converted an additional 665,000 Class B shares into Class A at $0, bringing his direct Class A holdings to 3,875,398, and then made a gift of 665,000 Class A shares to The One Project Foundation, after which he directly held 3,210,398 Class A shares.

The filing also shows changes in derivative holdings of Class B Common Stock, which is convertible into Class A on a one-for-one basis with no expiration. Certain shares are held in trusts (including the Justin Rosenstein 2024 Grantor Retained Annuity Trust, Justin Rosenstein Trust, and Justin Rosenstein Non-Exempt Trust), where he may be deemed to have voting and dispositive power as trustee.

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^*

Rosenstein Justin

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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	12/19/2025		C(1)		3,000,000	A	$0	3,210,398	D
Class A Common Stock	12/22/2025		C(1)		665,000	A	$0	3,875,398	D
Class A Common Stock	12/22/2025		G		665,000(2)	D	$0	3,210,398	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
Class B Common Stock(3)	(3)	12/19/2025		C(1)			3,000,000	(3)	(3)	Class A Common Stock	3,000,000	$0	7,716,532	D
Class B Common Stock(3)	(3)	12/22/2025		C(1)			665,000	(3)	(3)	Class A Common Stock	665,000	$0	7,051,532	D
Class B Common Stock(3)	(3)	12/22/2025		J(4)			125,000	(3)	(3)	Class A Common Stock	125,000	$0	722,458	I	See footnote(5)
Class B Common Stock(3)	(3)	12/22/2025		J(4)		125,000		(3)	(3)	Class A Common Stock	125,000	$0	7,176,532	D
Class B Common Stock(3)	(3)							(3)	(3)	Class A Common Stock	460,000		460,000	I	See footnote(6)
Class B Common Stock(3)	(3)							(3)	(3)	Class A Common Stock	539,719		539,719	I	See footnote(7)

Explanation of Responses:

1. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.

2. Represents shares of Class A Common Stock that the Reporting Person donated as a gift to The One Project Foundation. The Reporting Person does not exercise voting or investment control, directly or indirectly, over The One Project Foundation 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 The One Project Foundation.

3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon the option of the holder and has no expiration date.

4. The Justin Rosenstein 2024 Grantor Retained Annuity Trust transferred the shares as an annuity payment to the Reporting Person.

5. The shares are held of record by Justin Rosenstein 2024 Grantor Retained Annuity Trust. The Reporting Person is the grantor and trustee of Justin Rosenstein 2024 Grantor Retained Annuity Trust and may be deemed to have voting power and dispositive over the shares held by the trust.

6. The shares are held of record by Justin Rosenstein Trust. The Reporting Person was appointed trustee of Justin Rosenstein Trust and may be deemed to have voting power and dispositive power over the shares held by the trust.

7. The shares are held of record by Justin Rosenstein Non-Exempt Trust. The Reporting Person was appointed trustee of Justin Rosenstein Non-Exempt Trust trustee and may be deemed to have voting power and dispositive power over the shares held by the trust.

Remarks:

	/s/ Katie Colendich, Attorney-in-Fact	12/23/2025
	** 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).
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FAQ

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

The filing reports that director Justin Rosenstein converted 3,000,000 shares of Class B Common Stock into Class A on 12/19/2025 and a further 665,000 Class B shares into Class A on 12/22/2025, all at a stated price of $0 per share.

How many Asana (ASAN) Class A shares does Justin Rosenstein hold directly after these transactions?

After the reported transactions, Justin Rosenstein directly beneficially owned 3,210,398 shares of Class A Common Stock.

Did Justin Rosenstein make any gifts of Asana (ASAN) stock?

Yes. On 12/22/2025, he donated 665,000 shares of Class A Common Stock as a gift to The One Project Foundation. He does not exercise voting or investment control over the foundation or the donated shares and does not have any pecuniary interest in shares held by the foundation.

What is the relationship between Asana (ASAN) Class A and Class B Common Stock in this filing?

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date, as described in the footnotes.

How are trusts involved in Justin Rosensteins Asana (ASAN) holdings?

Certain shares are held by the Justin Rosenstein 2024 Grantor Retained Annuity Trust, the Justin Rosenstein Trust, and the Justin Rosenstein Non-Exempt Trust. As grantor and/or trustee, Rosenstein may be deemed to have voting and dispositive power over the shares held by these trusts.

What does the Form 4 say about derivative securities held by Justin Rosenstein in Asana (ASAN)?

The Form 4 lists Class B Common Stock as a derivative security with a conversion feature into Class A Common Stock on a one-for-one basis. Transactions on 12/19/2025 and 12/22/2025 reduced his Class B holdings and increased Class A holdings, with some Class B shares held directly and some indirectly through trusts.