[SCHEDULE 13D/A] Asana, Inc. SEC Filing

Rhea-AI Filing Summary

Asana, Inc. Schedule 13D/A (Amendment No. 8) updates ownership information for reporting person Dustin A. Moskovitz. Mr. Moskovitz reports beneficial ownership of 129,778,201 shares, representing 58.0% of the Class A common stock equivalent based on 156,705,890 Class A shares outstanding as of August 14, 2025. The amendment discloses that from August 1, 2025 through the filing date he purchased 1,798,766 Class A shares in the open market under a Rule 10b5-1 trading plan for an aggregate price of $24,985,022.28 paid from personal funds. The filing describes the composition of voting and dispositive powers across shares held personally, in trusts, an IRA, and an irrevocable proxy over 1,720,916 shares held by Good Ventures Foundation.

Positive

• Continued open-market purchases: 1,798,766 Class A shares bought under a Rule 10b5-1 plan, showing ongoing acquisition activity.
• Significant ownership disclosed: Beneficial ownership of 129,778,201 shares representing 58.0% on a converted basis, clarifying control position.
• Transparent allocation of voting/dispositive power: Detailed breakdown across personal holdings, trusts, IRA, and charitable foundation proxy.

Negative

• High ownership concentration: 58.0% beneficial stake indicates limited public float and potential governance concentration risk.
• Irrevocable proxy and issuer-held proxy noted: Certain shares are subject to proxy arrangements which constrain typical shareholder voting dynamics.

Insights

Securities Analyst

TL;DR: Moskovitz holds a controlling >50% stake and continued open-market buying under a 10b5-1 plan, signaling concentrated ownership and ongoing accumulation.

The filing documents that Dustin Moskovitz beneficially owns 129,778,201 shares (58.0% on a converted basis). The addition of 1,798,766 Class A shares via a Rule 10b5-1 plan for ~$25.0 million increases his economic exposure and reduces the public float. For investors, this level of ownership implies decisive control over corporate matters and limits the floating supply available to market participants. The disclosure is precise about record holders, trust holdings, and an irrevocable proxy over Good Ventures Foundation shares, clarifying voting and dispositive allocation across entities.

Corporate Governance Expert

TL;DR: The Schedule 13D/A confirms concentrated voting power through multiple vehicles and an irrevocable proxy, a material governance fact for ASAN.

The amendment breaks out sole voting power (92,738,112 shares), sole dispositive power (128,057,285 shares), and shared dispositive power (1,720,916 shares via Good Ventures Foundation). It also notes certain Class A shares are subject to an issuer-held irrevocable proxy under a purchase agreement. This structure demonstrates layered control via trusts, IRA, and proxy arrangements which is material to board-level control and shareholder influence. The filing provides clear mapping of control without amending other Schedule 13D disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

ASANA, INC.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

04342Y104

(CUSIP Number)

Eleanor Lacey
c/o Asana, Inc., 633 Folsom Street, Suite 100
San Francisco, CA, 94107
415-525-3888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/13/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 04342Y104

1

Name of reporting person

Dustin A. Moskovitz

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 92,738,112.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 128,057,285.00
10	Shared Dispositive Power 1,720,916.00

11

Aggregate amount beneficially owned by each reporting person

129,778,201.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

58.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The Sole Voting Power in Row 7 consists of (i) 19,839,676 shares of Class A Common Stock, $0.00001 par value per share (the "Class A Common Stock") of the Issuer held of record by the Reporting Person, (ii) 4,147,046 shares of Class A Common Stock held of record by Dustin A. Moskovitz TTEE Dustin A. Moskovitz Trust DTD 12/27/05 (the "Dustin Moskovitz Trust"), (iii) 21,395,830 shares of Class B Common Stock, $0.00001 par value per share (the "Class B Common Stock") of the Issuer held of record by the Reporting Person, (iv) 42,030,755 shares of Class B Common Stock held of record by the Dustin Moskovitz Trust, (v) 2,604,170 shares of Class B Common Stock held of record by the Dustin Moskovitz Roth IRA, (vi) 460,000 shares of Class B Common Stock held of record by the Justin Rosenstein Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust, (vii) 539,719 shares of Class B Common Stock held of record by the Justin Rosenstein Non-Exempt Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust, and (viii) 1,720,916 shares of Class A Common Stock held of record by Good Ventures Foundation, a charitable foundation, over which the Reporting Person holds an irrevocable proxy pursuant to a voting agreement as described in Item 6 of this Schedule 13D. The Sole Voting Power does not include 37,040,089 shares of Class A Common Stock purchased on or after September 7, 2022 and held of record by the Reporting Person, over which the Issuer holds an irrevocable proxy pursuant to a purchase agreement as described in Item 6 of this Schedule 13D. The Sole Dispositive Power in Row 9 consists of (i) 56,879,765 shares of Class A Common Stock held of record by the Reporting Person, (ii) 4,147,046 shares of Class A Common Stock held of record by the Dustin Moskovitz Trust, (iii) 21,395,830 shares of Class B Common Stock held of record by the Reporting Person, (iv) 42,030,755 shares of Class B Common Stock held of record by the Dustin Moskovitz Trust, (v) 2,604,170 shares of Class B Common Stock held of record by the Dustin Moskovitz Roth IRA, (vi) 460,000 shares of Class B Common Stock held of record by the Justin Rosenstein Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust and (vii) 539,719 shares of Class B Common Stock held of record by the Justin Rosenstein Non-Exempt Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust. The Shared Dispositive Power in Row 10 consists of 1,720,916 shares of Class A Common Stock held of record by Good Ventures Foundation, a charitable foundation, over which the Reporting Person holds an irrevocable proxy pursuant to a voting agreement as described in Item 6 of this Schedule 13D. The Reporting Person and his spouse serve as directors on the board of Good Ventures Foundation and may be deemed to have shared dispositive power with respect to the shares held of record by Good Ventures Foundation. The Aggregate Amount Beneficially Owned in Row 11 consists of (i) 56,879,765 shares of Class A Common Stock held of record by the Reporting Person, (ii) 4,147,046 shares of Class A Common Stock held of record by the Dustin Moskovitz Trust, (iii) 21,395,830 shares of Class B Common Stock held of record by the Reporting Person, (iv) 42,030,755 shares of Class B Common Stock held of record by the Dustin Moskovitz Trust, (v) 2,604,170 shares of Class B Common Stock held of record by the Dustin Moskovitz Roth IRA, (vi) 460,000 shares of Class B Common Stock held of record by the Justin Rosenstein Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust, (vii) 539,719 shares of Class B Common Stock held of record by the Justin Rosenstein Non-Exempt Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust, and (viii) 1,720,916 shares of Class A Common Stock held of record by Good Ventures Foundation, a charitable foundation, over which the Reporting Person holds an irrevocable proxy pursuant to a voting agreement as described in Item 6 of this Schedule 13D. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. The Percent of Class Represented in Row 13 is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 156,705,890 shares of Class A Common Stock outstanding as of August 14, 2025, as reported by the Issuer to the Reporting Person, and (ii) 67,030,474 shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.00001 par value per share
(b)	Name of Issuer: ASANA, INC.
(c)	Address of Issuer's Principal Executive Offices: 633 Folsom Street, Suite 100, San Francisco, CALIFORNIA , 94107.
Item 1 Comment: This Amendment No. 8 ("Amendment No. 8") to Schedule 13D relates to the shares of Class A common stock, $0.00001 par value per share (the "Class A Common Stock"), of Asana, Inc., a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D filed by Dustin A. Moskovitz (the "Reporting Person") with the Securities and Exchange Commission on February 14, 2022, as amended by Amendment No. 1 to Schedule 13D filed on March 7, 2022, Amendment No. 2 to Schedule 13D filed on September 16, 2022, Amendment No. 3 to Schedule 13D filed on November 14, 2023, Amendment No. 4 to Schedule 13D filed on March 27, 2025, Amendment No. 5 filed on April 14, 2025, Amendment No. 6 filed on July 17, 2025 and Amendment No. 7 filed on July 31, 2025 (as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented by adding the following paragraph at the end of Item 3: Open-Market Purchases Pursuant to 2024 Trading Plan From August 1, 2025 to the date hereof, the Reporting Person purchased 1,798,766 shares of Class A Common Stock in the open market at average prices per share as reflected in Schedule I of this Amendment No. 8 for an aggregate purchase price of $24,985,022.28, all of which was paid with the Reporting Person's personal funds. The shares of Class A Common Stock were purchased in the open market under a trading plan (the "2024 Trading Plan") pursuant to Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and restated in its entirety as follows: (a) - (b) The percentage of beneficial ownership in this Schedule 13D is based on 156,705,890 shares of Class A Common Stock issued and outstanding as of August 14, 2025, as reported by the Issuer to the Reporting Person, and any shares of Class A Common Stock issuable upon the conversion of any shares of Class B Common Stock beneficially owned by the Reporting Person. As of the date hereof, the aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person and, for the Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 8 and are incorporated herein by reference.
(b)	See Item 5(b).
(c)	Except as set forth on Schedule I of this Amendment No. 8, the Reporting Person, to the best of his knowledge, has not engaged in any transaction in any shares of Class A Common Stock since the filing of Amendment No. 7 to Schedule 13D on July 31, 2025.
(d)	Other persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the 1,720,916 shares of Class A Common Stock held by Good Ventures Foundation. However, none of such persons' individual interest relates to more than 5% of the Class A Common Stock.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Schedule I

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dustin A. Moskovitz

Signature:	/s/ Dustin A. Moskovitz
Name/Title:	Dustin A. Moskovitz
Date:	08/15/2025

FAQ

How many ASAN shares does Dustin Moskovitz beneficially own?

The filing reports 129,778,201 shares beneficially owned by Dustin A. Moskovitz.

What percentage of ASAN does Moskovitz own on a converted basis?

The Schedule 13D/A states he owns 58.0% of the Class A common stock equivalent.

Did Moskovitz buy shares recently and under what plan?

Yes; from August 1, 2025 to the filing date he purchased 1,798,766 Class A shares in the open market under a Rule 10b5-1 trading plan for $24,985,022.28 paid with personal funds.

What voting or dispositive power does Moskovitz hold?

The cover page reports 92,738,112 sole voting power, 128,057,285 sole dispositive power, and 1,720,916 shared dispositive power via Good Ventures Foundation proxy.

Are any shares subject to proxy or purchase agreement restrictions?

Yes; the filing notes 37,040,089 Class A shares purchased on or after Sept 7, 2022 are held of record by the Reporting Person but are subject to an issuer-held irrevocable proxy pursuant to a purchase agreement.