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Asana, Inc.

For the period ended Jun 8, 2026. Filed Apr 20, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 8, 2026 · Filed Apr 20, 2026

ASAN$10.61-5.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240.14a-12

ASANA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

x No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting of Stockholders

633 Folsom Street, Suite 100San Francisco, CA 94107DateMonday, June 8, 2026Time2:00 P.M. Pacific TimePlacewww.virtualshareholdermeeting.com/ASAN2026

Dear Stockholders of Asana, Inc.:

We cordially invite you to attend the 2026 annual meeting of stockholders, or the Annual Meeting, of Asana, Inc., a Delaware corporation, which will be held as a virtual meeting on Monday, June 8, 2026 at 2:00 p.m. Pacific Time. The Annual Meeting will be held through a live audio-only

webcast at www.virtualshareholdermeeting.com/ASAN2026, where you will also be able to submit questions and vote online.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

1To elect the three nominees for Class III directors to serve on Asana’s Board of Directors until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified;
2To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of Asana’s Board of Directors as Asana’s independent registered public accounting firm for its fiscal year ending January 31, 2027;
3To solicit a non-binding advisory vote to approve the compensation of Asana’s named executive officers; and
4To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on April 13, 2026 as the record date for the Annual Meeting, or the Record Date. Only stockholders of record on April 13, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about April 20, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail.

Your vote is important.Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone, or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares at the Annual Meeting.
We appreciate your continued support of Asana.By order of the Board of Directors,Katie ColendichGeneral Counsel & Corporate SecretarySan Francisco, CaliforniaApril 20, 2026
Proxy Summary1
2026 Annual Meeting of Stockholders2
Questions and Answers Regarding this Solicitation and Voting at the Annual Meeting2
Nomination of Director Candidates6
Universal Proxy6
Availability of Bylaws6
Special Note Regarding Forward-Looking Statements7
Board of Directors and Corporate Governance8
Director Skills9
Board Composition9
Nominees for Director10
Continuing Directors11
Departing Directors13
Director Independence15
Board Leadership Structure15
Lead Independent Director15
Board and Stockholder Meetings and Committees16
Compensation Committee Interlocks and Insider Participation19
Considerations in Evaluating Director Nominees19
Stockholder Recommendations for Nominations to the Board of Directors20
Communications with the Board of Directors20
Corporate Governance Guidelines and Code of Conduct and Ethics20
Risk Management and Oversight of Risk Management21
Insider Trading Policy and Prohibition on Hedging, Short Sales, and Pledging21
Non-Employee Director Compensation22
Directors' Deferred Compensation Plan23
Non-Employee Director Compensation for Fiscal Year 202623
Equity Granted in Lieu of Cash Retainers25
Corporate Responsibility and Sustainability26
Culture and Belonging27
Impact of Culture27
Building a Sustainable Business29
Long-Term Stock Exchange29
Code of Conduct and Ethics29
Proposal No. 1: Election of Directors30
Nominees30
Vote Required30
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm31
Audit and Related Fees31
Auditor Independence32
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm32
Vote Required32
Report of the Audit Committee33
Proposal No. 3: Advisory Vote to Approve the Compensation of Named Executive Officers34
Vote Required34
Executive Officers35
Executive Compensation36
Compensation Discussion and Analysis36
Executive Summary36
Our Approach to Executive Compensation39
How We Determine Executive Compensation41
Fiscal Year 2026 Executive Compensation Program43
Other Features of Our Executive Compensation Program48
Tax and Accounting Implications49
Other Compensation Policies and Practices49
Stockholder Engagement and Advisory Vote on Executive Compensation50
Summary Compensation Table for Fiscal Year 202651
Grants of Plan-Based Awards Table for Fiscal Year 202653
Outstanding Equity Awards at Fiscal Year-End Table for Fiscal Year 202655
Option Exercises and Stock Vested Table for Fiscal Year 202657
Nonqualified Deferred Compensation Table for Fiscal Year 202658
Employment, Severance, and Change of Control Arrangements59
Potential Payments upon Termination or Change in Control61
Report of the Compensation Committee64
Equity Compensation Plan Information65
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters66
CEO Pay Ratio69
CEO Pay Ratio Results for Fiscal Year 202669
Pay Versus Performance70
Pay Versus Performance Table70
Most Important Financial Measures73
Relationship Between Pay and Performance73
Certain Relationships and Related Person Transactions75
Policies and Procedures for Related Person Transactions75
Indemnification Agreements75
Certain Related Person Transactions75
Other Matters77
Delinquent Section 16(a) Reports77

Table of Contents

Proxy Summary

The information provided in this Proxy Summary is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Annual Meeting of StockholdersDateMonday, June 8, 2026Time2:00 P.M. Pacific Time
Vote by Internetat www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 7, 2026 (have your Notice or proxy card in hand when you visit the website).Vote by Phoneby toll-free telephone until 11:59 p.m. Eastern Time on June 7, 2026 at 1-800-690-6903 (be sure to have your Notice or proxy card in hand when you call).
Vote by Mailby completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials).Vote during the Annual Meetingby attending and voting at the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/ASAN2026, where stockholders may vote and submit questions (before and during) the Annual Meeting (have your proxy card in hand when you visit the website).

Voting Recommendations From Our Board of Directors:

Proposal 1The election of Krista Anderson-Copperman, Sydney Carey, and Dan Rogers as Class III directors. Page 30Nominees receiving the largest number of votes “FOR” such nominees are elected as directors
Proposal 2The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027. Page 31Majority of votes present
Proposal 3The approval, on an advisory basis, of the compensation of our named executive officers, or the Say-on-Pay vote. Page 34Majority of votes present
Asana 2026 Proxy Statement1

Table of Contents

2026 Annual Meeting of StockholdersMonday, June 8, 2026 at 2:00 P.M. Pacific Time

This proxy statement and the enclosed form of proxy are being provided to you in connection with the solicitation of proxies by our board of directors, referred to as the Board of Directors or the Board, for use at the 2026 annual meeting of stockholders of Asana, Inc., a Delaware corporation, referred to as the Company or Asana, and any postponements, adjournments, or continuations thereof, referred to as the Annual Meeting. The Annual Meeting will be held as a virtual meeting on Monday, June 8, 2026 at 2:00 p.m. Pacific Time via a live audio webcast on the internet at www.virtualshareholdermeeting.com/ASAN2026 where you will be able to listen to the meeting, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 20, 2026 to all stockholders entitled to vote at the Annual Meeting.

A list of stockholders entitled to vote will be available for 10 days prior to the Annual Meeting at our headquarters, 633 Folsom Street, Suite 100, San Francisco, California 94107. If you would like to view the stockholder list, please contact our Investor Relations department with an electronic mail, or e-mail, message to ir@asana.com to schedule an appointment.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.