Form 8-K

8-K — Asana, Inc.

Accession: 0001628280-26-063720

Filed: 2026-09-28

Period: 2026-09-25

CIK: 0001477720

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — asan-20260925.htm (Primary)

EX-99.1 (exhibit991pressrelease-asa.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2026

__________________________

Asana, Inc.

(Exact name of Registrant as Specified in Its Charter)

__________________________

Delaware 001-39495 26-3912448

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

633 Folsom Street, Suite 100

San Francisco, CA 94107

(Address of Principal Executive Offices) (Zip Code)

(415) 525-3888

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.00001 par

value ASAN New York Stock Exchange

Long-Term Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board Chair Transition

On September 25, 2026 the Board of Directors (the “Board”) of Asana, Inc. (the “Company”) appointed Dan Rogers, the Company’s Chief Executive Officer and a Class III director, as Chair of the Board to succeed Dustin Moskovitz in that role. As a current employee of the Company, Mr. Rogers is not eligible to receive compensation for his Board service under the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”). Krista Anderson-Copperman will remain in her position as Lead Independent Director.

Mr. Moskovitz will continue to serve on the Board as a Class I director and has waived any compensation he may be eligible to receive under the Compensation Policy.

Appointment of Tom Berquist and Jerry Ting as Directors

On September 25, 2026, the Board appointed Tom Berquist to serve as a Class II director until the Company’s 2028 Annual Meeting of Stockholders and Jerry Ting to serve as a Class I director until the Company’s 2027 Annual Meeting of Stockholders, in each case, until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. Effective as of the time of their appointments, the Board increased the size of the Board from seven to nine members.

Mr. Berquist has been appointed to serve as a member of the Board’s Audit Committee and Compensation Committee. Mr. Ting has been appointed to serve as a member of the Board’s Audit Committee and Nominating and Corporate Governance Committee. Mr. Berquist and Mr. Ting will be compensated for their services as members of the Board and its committees under the terms of the Compensation Policy.

Mr. Berquist, age 62, most recently served as Executive Vice President and Chief Financial Officer at Cloud Software Group, a cloud software company, from September 2022 to September 2025. Previously, Mr. Berquist served as Executive Vice President and Chief Financial Officer of TIBCO Software (now part of Cloud Software Group), an infrastructure and analytics software company, from October 2015 to September 2022. Prior to October 2015, Mr. Berquist served as an executive officer at multiple software companies including Corel Corporation and Ingres Corporation, was a Managing Director of Software Equity Research at Citigroup, Goldman Sachs and Piper Sandler, and worked at Deloitte Consulting and Wells Fargo. Mr. Berquist has served on the board of directors of Qualys, an IT and security company, since August 2023. Mr. Berquist holds a B.A. in accounting from the University of Saint Thomas and an M.B.A. from the University of Saint Thomas.

Jerry Ting, age 34, has served as Vice President and General Manager of AI and Agents at Workday, a finance and human resources software company, since May 2026 and previously served in other leadership roles at Workday since October 2024. Prior to that, Mr. Ting served as Founder & CEO of Evisort, a legal AI technology company, from April 2016 until October 2024 and prior to its acquisition by Workday. Mr. Ting holds a B.A. in Political Science and Public Relations from the University of Southern California and a J.D. from Harvard Law School.

The Company will enter into the Company’s standard form of indemnification agreement with both Mr. Berquist and Mr. Ting in connection with their appointments to the Board.

There are no arrangements or understandings between either Mr. Berquist or Mr. Ting and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between either Mr. Berquist or Mr. Ting, or any other director or executive officer of the Company and Mr. Berquist and Mr. Ting have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

The press release announcing the Board Chair and director appointments is attached hereto as Exhibit 99.1.

Appointment of Heather Le as Chief Accounting Officer and Principal Accounting Officer

On September 25, 2026, the Company’s Board appointed Heather Le as the Company’s Chief Accounting Officer and Principal Accounting Officer.

Heather Le, age 42, most recently served as Vice President, Corporate Controller, at Fastly, a content delivery, cloud security, and computing services company, from June 2022 to September 2025. Previously, Ms. Le served as Corporate Controller at Coinbase, a cryptocurrency exchange, from November 2021 to March 2022. Prior to that, Ms. Le served in various finance and

accounting leadership roles, including Assistant Corporate Controller, at Fitbit, a wearable technology company which was acquired by Google in January 2021, from February 2015 to October 2021. Ms. Le holds a Bachelor of Arts in Business Management Economics from the University of California, Santa Cruz. Ms. Le is a certified public accountant.

The Company has entered into an employment offer letter with Ms. Le pursuant to which she will receive an annual base salary of $400,000 and will be eligible to earn an initial annual target bonus equal to 15% of her annual base salary, pro-rated for the numbers of days served in fiscal year 2027. Subject to approval by the Compensation Committee of the Board, Ms. Le will also receive a grant of restricted stock units with a total target grant date value of $1,000,000, with the number of units as calculated based on Company policy (the “RSUs”) pursuant to the Company’s 2020 Equity Incentive Plan. Subject to Ms. Le’s continuous service with the Company, two-thirds (66.6%) of the RSUs will vest on the one-year anniversary of the vesting commencement date (“VCD”) determined by the Board or Compensation Committee of the Board and a total of one-third (33.3%) of the RSUs will vest over the remaining four quarters between the first and second anniversary of the VCD. The VCD will be on or around September 20, 2026.

Ms. Le is employed “at will” is eligible to participate in the Company’s Executive Severance Plan. The Company will enter into the Company’s standard form of indemnification agreement with Ms. Le.

There are no arrangements or understandings between Ms. Le and any other persons pursuant to which she was appointed as Chief Accounting Officer of the Company. There are no family relationships between Ms. Le and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated September 28, 2026, entitled "Asana Announces Board Appointments."

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ASANA, INC.

Dated: September 28, 2026 By: /s/ Katie Colendich

Katie Colendich

General Counsel and Corporate Secretary

EX-99.1

Filename: exhibit991pressrelease-asa.htm · Sequence: 2

Document

Asana Announces Board Appointments

Dan Rogers to Serve as Both CEO and Board Chair; Dustin Moskovitz to Continue as a Board Director

AI and Enterprise Software Leaders Jerry Ting and Tom Berquist Join as Directors

New Additions Bring Proven Expertise in Cutting-Edge AI Product Innovation and Decades of Experience Scaling Software Businesses

SAN FRANCISCO - Monday, September 28, 2026 - Asana, Inc. (NYSE: ASAN), the operating system for human-agent teams, today announced that Dan Rogers has been appointed Board Chair, a role he will hold in addition to Chief Executive Officer, effective September 25, 2026. The company also announced the appointments of Jerry Ting and Tom Berquist as Directors, effective the same date. Asana co-founder Dustin Moskovitz, who has served as Board Chair since 2019, will remain on the Board as a Director and intends to maintain his shareholdings in Asana, reflective of his view that the company is positioned for long-term growth. Krista Anderson-Copperman will remain Lead Independent Director.

"The Board is excited to welcome the valuable knowledge and expertise of our new Chair and Directors as Asana continues to forge a new era in the company's history,” said Anderson-Copperman. “Dan has shown exceptional leadership since joining the company as CEO, and we look forward to benefiting from his experience and perspective in leading the Board and driving this next phase of growth. Dustin’s strategic vision will continue to guide our strategy, while outside of Asana he plans to invest time in broader AI safety initiatives. We are also excited to welcome Jerry and Tom to the Board. Respectively they bring over a decade of innovation in AI products and experience scaling enterprise tech businesses.”

“Over the past year, Dan has demonstrated outstanding leadership at a key moment in Asana’s evolution,” said Moskovitz. “He has accelerated our product roadmap, driven Asana's evolution into a multi-product company, and put us at the forefront of how humans and agents work together. This progress has given all of us on the Board great confidence in Dan, the team, the strategy they are pursuing, and their ability to execute against it. As a founder, director and long-term shareholder, I am deeply committed to Asana’s mission and long-term success and look forward to continuing to support Dan and the company.”

Ting and Berquist join Asana as the company advances its multi-product strategy with the launch of Agentic Work Management and Agentic Apps that expand Asana into new workflows and buying centers, reinforcing its strategy to bring humans and agents together with the shared context and governance that the agentic era requires.

Ting is a serial entrepreneur and executive at the intersection of enterprise software and applied AI. He founded Evisort, an AI-native contract intelligence platform, in 2016 with a research team from Harvard and MIT and scaled it into a category leader. Evisort raised more than $155 million in venture funding from investors before Workday acquired the company in 2024.

Following Workday’s acquisition, Ting served as Vice President and General Manager of AI and Agents at Workday, where he built the company’s central AI organization, Agent Factory, and led AI product and engineering. Ting is also a venture investor and advisor to startup companies, and has backed more than 25 early-stage technology companies, having taught entrepreneurship and innovation as a Lecturer at Harvard Law School.

“Businesses are not looking for more AI pilots. They need ROI, real outcomes, and real efficiencies - and Asana has the platform to deliver them. Asana is extremely well positioned to make agents incredibly effective across a company’s cross-functional workflows, with complete business context and proper guardrails. I look forward to helping advise Asana in its quest to become a core part of customers’ broader agentic enterprise strategy,” said Ting.

Berquist has nearly 20 years of executive leadership across enterprise software, along with a decade as Managing Director of Software Equity Research at Citigroup, Goldman Sachs, and Piper Sandler. He most recently served as Executive Vice President and Chief Financial Officer of Cloud Software Group. Before the merger of Citrix Systems and TIBCO Software, he served as Chief Financial Officer of TIBCO Software for seven years.

Previously, he served as Chief Executive Officer of Saba Software and Alludo and as Chief Financial Officer of Alludo and Actian. Berquist currently serves on the Board of Directors of Qualys, Inc. where he chairs the Audit Committee, and as a value accelerator advisor to the Goldman Sachs Asset Management Private Equity Portfolio.

“I’ve been immersed in the work management space for some time, and there is a clear challenge that Asana addresses in helping teams use the systems, data, and processes they already have to improve how a business performs. Asana has built a strong foundation for bringing humans and agents together around real work, and I’m excited to contribute to the company’s next chapter in defining the next phase of the industry,” said Berquist.

About Asana

Asana is the operating system for human-agent teams. Built on 18 years of foundational architecture, the enterprise Work Graph®, multiplayer collaboration, shared memory, and governance, it is exactly what the agentic era requires: a place where humans and agents run critical workflows together, on the same plan, toward the same goals - unlocking enterprise productivity. Learn more at asana.com.

Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, statements about our growth and profitability, our market opportunity, the potential and impact of AI and our AI products, our ability to execute on our current strategies, statements related to our expectations of newly appointed Directors, and our technology and brand position, and the intentions of our Directors with respect to their shareholdings. Forward-looking statements generally relate to future events or Asana’s future financial or operating performance. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “continue,” “could,” “potential,” “may,” “will,” “goal,” or similar expressions and the negatives of those terms. However, not all forward-looking statements contain these identifying words. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including factors beyond Asana’s control, that may cause Asana’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Further information on risks that could cause actual results to differ materially from forecasted results are included in Asana’s filings with the SEC, including Asana’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2026 and subsequent filings with the SEC. Any forward-looking statements contained in this press release are based on assumptions that Asana believes to be reasonable as of this date. Except as required by law, Asana assumes no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Media Contacts

Eva Leung

Asana Investor Relations

ir@asana.com

Frances Ward

Asana Communications

press@asana.com

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