Form 4: Asana Director Rosenstein Converts, Gifts Shares

Asana Director Justin Rosenstein reported significant conversions of Class B to Class A common stock and a charitable gift of Class A shares.

Summary

• Justin Rosenstein, a Director at Asana, Inc., converted 3,000,000 shares of Class B Common Stock into Class A Common Stock on December 19, 2025.
• On December 22, 2025, he converted an additional 665,000 shares of Class B Common Stock into Class A Common Stock.
• Also on December 22, 2025, Rosenstein donated 665,000 shares of Class A Common Stock as a gift to The One Project Foundation.
• On December 22, 2025, 125,000 shares of Class B Common Stock were disposed of from the Reporting Person's indirect holdings via the Justin Rosenstein 2024 Grantor Retained Annuity Trust, related to an annuity payment.
• An additional 125,000 shares of Class B Common Stock were disposed of from the Reporting Person's direct holdings on December 22, 2025, also related to an annuity payment from the Justin Rosenstein 2024 Grantor Retained Annuity Trust.
• Following these transactions, Rosenstein directly owns 3,210,398 shares of Class A Common Stock and 7,176,532 shares of Class B Common Stock.
• He also indirectly holds 722,458 Class B shares via the Justin Rosenstein 2024 Grantor Retained Annuity Trust, 460,000 Class B shares via the Justin Rosenstein Trust, and 539,719 Class B shares via the Justin Rosenstein Non-Exempt Trust.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (conversions, gift, trust transfers) which are neutral in nature for the company's operational performance. The charitable gift is a personal decision and the conversions are standard for multi-class stock structures.

Positives

• The conversion of Class B to Class A common stock increases the publicly traded float of Class A shares, which can enhance liquidity.
• A significant charitable donation by a key insider demonstrates philanthropic engagement.

Negatives

• The gift of 665,000 Class A shares represents a reduction in the director's direct beneficial ownership of publicly traded stock.
• The disposition of 250,000 Class B shares (125,000 indirect and 125,000 direct) related to annuity payments reduces the director's overall beneficial ownership of Class B stock.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding Asana's future performance or strategic direction.

Industry Context

This Form 4 filing details routine insider transactions, including stock conversions and a charitable gift, which are common activities for company directors and do not inherently reflect broader industry trends or competitive positioning for Asana.

Related Party Transactions

• Transfer of 125,000 Class B Common Stock from the Justin Rosenstein 2024 Grantor Retained Annuity Trust, where the Reporting Person is the grantor and trustee, reducing his indirect beneficial ownership.
• Disposition of 125,000 Class B Common Stock from the Reporting Person's direct holdings, related to an annuity payment from the Justin Rosenstein 2024 Grantor Retained Annuity Trust.
• The Reporting Person is deemed to have voting and dispositive power over 722,458 Class B shares held by the Justin Rosenstein 2024 Grantor Retained Annuity Trust, 460,000 Class B shares held by the Justin Rosenstein Trust, and 539,719 Class B shares held by the Justin Rosenstein Non-Exempt Trust, as he serves as trustee for these entities.

Stakeholder Impact

• Shareholders: The conversion of Class B to Class A shares increases the float of Class A shares, potentially improving liquidity for Class A shareholders. The gift and trust-related dispositions reduce the director's direct and indirect stake, which are personal transactions.

Key Dates

Keywords

Asana, ASAN, Justin Rosenstein, Form 4, Insider Transaction, Stock Conversion, Charitable Gift, Class A Common Stock, Class B Common Stock, Beneficial Ownership