ASAN 10-K & 10-Q changes, risk factors and insider trading

Our quarterly and annual results may fluctuate significantly and may not meet our expectations or those of investors or securities analysts.

Our quarterly and annual results of operations, including the levels of our revenues, deferred revenue, working capital, and cash flows, may vary significantly in the future, such that period-to-period comparisons of our results of operations may not be meaningful. Our quarterly and annual financial results may fluctuate due to a variety of factors, many of which are outside of our control and may be difficult to predict, including, but not limited to:

Any one or more of the factors above may result in significant fluctuations in our quarterly and annual results of operations, which may negatively impact the trading price of our Class A common stock. You should not rely on our past results as an indicator of our future performance.

The variability and unpredictability of our quarterly and annual results of operations or other operating metrics could result in our failure to meet our expectations or those of investors or analysts with respect to revenues or other metrics for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the trading price of our Class A common stock would fall, and we would face costly litigation, including securities class action lawsuits.

To increase our revenues and achieve profitability, we must increase our customer base through various methods, including but not limited to, adding new customers, converting individuals, teams, and organizations using our free and trial versions into paying customers, and expanding usage within organizations. We encourage customers on our free and trial versions to upgrade to paid subscription plans. Additionally, we seek to expand within organizations by adding new customers, having organizations upgrade to our Advanced, Enterprise or Enterprise+ plans, or expanding their use of our platform into other departmentsgroups within an organization. While we have experienced significant growth in theour number of customers, we do not know whether we will continue to achieve similar customer growth rates in the future. Numerous factors may impede our ability to add new customers, convert individuals, teams, and organizations using our free and trial versions into paying customers, expand usage within organizations, and sell subscriptions to our platform, including but not limited to, our failure to attract and effectively train new sales and marketing personnel, failure to retain and motivate our current sales and marketing personnel, failure to develop or expand relationships with partners, failure to compete effectively against alternative products or services, failure to successfully deploy new features and integrations, failure to provide a quality customer experience and customer support, or failure to ensure the effectiveness of our marketing programs. Additionally, as we focus on increasing our sales to larger organizations, we will be required to deploy sophisticated and costly sales efforts, which may result in longer sales cycles, greater competition, and less predictability in completing some of our sales. In the large enterprise market, the customer’s decision to use our platform can sometimes be an enterprise-wide decision, in which case, we will likely be required to provide greater levels of customer education to familiarize potential customers with the use and benefits of our platform, as well as training and on-going support. In addition, larger enterprise organizations may demand more customization, integration and support services, and features. As a result of these factors, these sales opportunities may require us to devote greater sales, research and development, and customer support resources to these customers, resulting in increased costs, lengthened sales cycles, and diversion of our own sales and professional services resources to a smaller number of larger customers. If our efforts to sell to organizations of all sizes are not successful or do not generate additional revenues, our business, results of operations, and financial condition would suffer.

Moreover, our business is subscription based, and customers are not obligated to and may not renew their subscriptions after their existing subscriptions expire, and we cannot ensure that customers will renew subscriptions with a similar contract period, with the same or greater number of users, or for the same level of subscription plan or upgrade their subscription plan. Customers may or may not renew their subscription plans as a result of a number of factors, including their satisfaction or dissatisfaction with our platform, our pricing or pricing structure, the pricing or capabilities of the products and services offered by our competitors, geographic availability of our service, the effects of general economic conditions including a downturn or recession, inflation and fluctuating interest rates, or customers’ budgetary constraints. If customers do not renew their subscriptions, renew on less favorable terms, or fail to add more individuals, teams, and organizations, or if we fail to upgrade individuals, teams, and organizations from our free or trial plans to our paid subscription plans, or expand the adoption of our platform within organizations, our revenues may decline or grow less quickly than anticipated, which would harm our business, results of operations, and financial condition. The current macroeconomic environment, including fluctuating interest rates, instability in financial markets, uncertain or changing sanctions regimes, bank failures, tariffs and changes in trade agreements, and their effects on software spending, and headwinds for technology customers, may impact the adoption of our platform generally and our success in engaging with new customers and expanding relationships with existing customers may be impacted by these conditions. If our customers are materially negatively impacted by these factors, such as being unable to access our service or their existing cash to fulfill their payment obligation to us due to future bank failures, our business could be negatively impacted. As a result of these macroeconomic conditions, and any corresponding actions customers may take to manage costs, we have experienced and may continue to experience longer sales cycles, and we may continue to experience a reduction in renewal rates, as well as reduced customer spend and delayed payments that could materially impact our business, results of operations, and financial condition in future periods. While we believe our revenues are relatively predictable in the near-term as a result of our subscription-based business model, the effect of macroeconomic uncertainties may not be fully reflected in our operating results and overall financial performance until future periods. If we fail to predict customer demands, fail to sufficiently account for the impact of macroeconomic and geopolitical conditions on our sales projections, or fail to attract new customers and maintain and expand new and existing customer relationships, our revenues may grow more slowly than expected, may not grow at all, or may decline, and our business may be harmed.

Our flagship product, the Asana collaborative work management platform, currently accounts for substantially all of our revenue through seat-based licenses. Additionally, the revenue derived from our add-on product, AI Studio,products and products or services we may launch in the future, may be dependent on licenses to our core work management platform. As such, the continued growth in market demand for and market acceptance, including international market acceptance, of our platform is critical to our continued success. Demand for our platform is affected by a number of factors, some of which are beyond our control, such as the rate of market adoption of work management solutions; the timing of development and release of competing new products; the development and acceptance of new features, integrations, and capabilities for our platform, including features, integrations, or capabilities that utilize AI; price, product, and service changes by us or our competitors; technological changes and developments within the markets we serve; growth, contraction, and rapid evolution of our market; and general economic conditions and trends including a downturn or recession, inflation, tariffs and changes in trade agreements, and fluctuating interest rates. If we are unable to continue to meet the demands of individuals, teams, and organizations or trends in preferences for work management solutions or to achieve more widespread market acceptance of our platform, our business, results of operations, and financial condition would be harmed. Changes in preferences of our current or potential customers may have a disproportionately greater impact on us than if we offered multipleproducts products.that were independent from licenses to our core work management platform. In addition, some current and potential customers, particularly larger organizations, may develop or acquire their own tools or continue to rely on traditional tools and software for their work management solutions, which would reduce or eliminate their demand for our platform. If demand for our platform declines for any of these or other reasons, our business, results of operations, and financial condition would be adversely affected.

It is uncertain whether work management solutions will achieve and sustain high levels of customer demand and market acceptance given the relatively early stage of development of this market. Our success will depend to a substantial extent on the widespread adoption of work management solutions generally. Individuals and organizations may be reluctant or unwilling to migrate to work management solutions from spreadsheets, email, messaging, and legacy project management tools. It is difficult to predict adoption rates and demand for our platform, the future growth rate and size of the market for work management solutions, or the entry of competitive offerings. The expansion of the work management solutions market depends on a number of factors, including the cost, performance, and perceived value associated with work management solutions. If work management solutions do not achieve widespread adoption, or there is a reduction in demand for work management solutions caused by a lack of customer acceptance, technological challenges, or if work management solutions are disrupted by developments in AI and we are unable to successfully integrate AI in our products, weakening economic conditions, privacy, data protection, or security concerns, competing technologies and products, decreases in corporate spending, or otherwise, it could result in decreased revenues, and our business, results of operations, and financial condition would be adversely affected.

The market for work management solutions is increasingly competitive, fragmented, and subject to rapidly changing technology, shifting user and customer needs, new market entrants, and frequent introductions of new products and services. We compete with companies that range in size from large and diversified with significant spending resources to smaller companies. Our competition addresses the project portfolio management, work management, goal management, and workflow management categories, including, but not limited to, solutions around collaboration, communication, and coordination. Our competitors generally fall into the following groups: companies specifically offering work management solutions, companies offering productivity suites, and companies specializing in vertical solutions that address a portion of our market.

Many of our current and potential competitors may have longer operating histories, greater brand name recognition, stronger and more extensive partner relationships, significantly greater financial, technical, marketing, and other resources, lower labor and development costs, and larger customer bases than we do. These competitors may engage in more extensive research and development efforts, incorporate AI or machine learning to more significantly improve their product offerings, undertake more far-reaching marketing campaigns, and adopt more aggressive pricing policies that will allow them to build larger customer bases than we have. In addition, some of our potential customers may elect to develop their own internal applications for their work management needs. Our competitors may also offer their products and services at a lower price, may offer price concessions, delayed payment terms, financing terms, or other terms and conditions that are more enticing to potential customers.

The work management solutions market is rapidly evolving and highly competitive, with relatively low barriers to entry, and in the future there will likely be an increasing number of similar or alternative solutions offered by additional competitors. LargeIn addition, some of our customers and potential customers may elect to develop their own internal applications for their work management needs. Developments in AI-enabled software development tools may reduce the research and development costs associated with building work management solutions which may lead to additional competitors in the work management solutions market or enable our customers and potential customers to develop their own internal work management solutions. Additionally, companies we do not currently consider to be competitors may enter the market, through acquisitions or through innovation and expansion of their existing solutions, to compete with us either directly or indirectly. Further, our potential and existing competitors may make acquisitions or enter into strategic relationships and rapidly acquire significant market share due to a larger customer base, superior product offering, more effective sales and marketing operations, or greater financial, technical, and other resources.

Operating our business and platform involves the collection, processing, storage, and transmission of sensitive, regulated, proprietary and confidential information, including our personal information and business information and those of our customers. As a result, we and the third parties with whom we work face a variety of evolving threats, including but not limited to ransomware attacks, which could cause security incidents. Security incidents can and do compromise the confidentiality, integrity, and availability of this information or our systems. Such incidents include, but are not limited to, cyber-attacks, software bugs and vulnerabilities, malicious internet-based activity, online and offline fraud, server malfunctions, software or hardware failures, email account takeovers, malicious code, malware (including as a result of advanced persistent threat intrusion), viruses, social engineering (including through deep fakes, which are increasingly more difficult to identify, and phishing attacks), ransomware, supply chain attacks and vulnerabilities through our third-party partners, denial-of-service attacks, credential stuffing, credential harvesting, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fire, floods, attacks enhanced or facilitated by AI, and other similar threats, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, threat actors, “hacktivists,” organized criminal threat actors, errors or malfeasance of our personnel, misconfiguration,logic flaws, implementation flaws, and other misconfigurations and security vulnerabilities in the software or systems on which we rely. For example, in June 2025, we suffered a flaw in the implementation of our Model Context Protocol feature that potentially led to certain data in the instances of certain customers being accessible to other users of this feature. Additionally, we have been impacted by the use of automated or other fraudulent processes designed to circumvent controls to conduct fraud, send spam, or to execute an account takeover. We anticipate such activity to continue. These abusesabuses, exploits, and exploits,other potential causes of security breaches and incidents, and the steps that we take to address them may result in a loss of anticipated revenue, increased costs to protect against or remediate these issues, or cause harm to our reputation and brand.

Ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations and our ability to provide our products or services, loss of confidential, proprietary, and sensitive information and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we andwe, the third parties with whom we workwork, and our customers may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our services. Threats such as these are constantly evolving and therefore grow increasingly sophisticated and complex, which in turn increases the difficulty of detecting and successfully defending against them.

While we have implemented security measures designed to protect against security incidents, we have suffered security incidents in the past and there can be no assurance that these measures will be effective. We take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties with whom we work). We have not been, and may not in the future, be able to detect and/or remediate all vulnerabilities including on a timely basis. Further, we have experienced (and may in the future experience) delays in developing and deploying remedial measures designed to address such identified vulnerabilities. Vulnerabilities in the past have been, and in the future could bebe, exploited and result in a security incident.

If any of these breaches of security or other security incidents should occur, we cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Additionally, if any of thesesecurity breaches occur,or incidents that we have suffered or may in the future suffer, may lead to damage to our reputation and brand could be damaged,brand, our business maysuffering, suffer, we could be requiredrequirements to expend significant capital and other resources to alleviate problems caused by such breaches,breaches and weincidents, couldand be exposedexposure to risk of loss, litigation or regulatory action, and other potential liabilities, such as investigations, fines, penalties, audits, inspections, injunctions, additional oversight, or restrictions or bans on processing personal information. Actual or anticipated security breachesbreaches, incidents, or attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants.

Certain of theThe previously identified or similar threats could cause a security breach or incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our information technology systems and confidential, proprietary, and sensitive information, or those of the third parties with whom we work. For example, periodically we become aware of attempts to phish Asana employees or attempts to circumvent spam protections we’ve put in place in our product. A security incident or other interruption could disrupt our ability (and that of third parties with whom we work) to provide our products or services or could impact our reputation.

IfAny weactual (or perceived security breach or incident suffered by us or a third party with whom we work) experiencemay acause security incident or are perceivedus to have experienced a security incident, we may experience material adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing confidential, proprietary, and sensitive data (including personal information); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; diversion of management attention; interruptions in our operations (including availability of data); financial loss; and other similar harms. Security incidents and material attendant consequences may cause customers to stop using our services, deter new customers from using our services, and negatively impact our ability to grow and operate our business.

Furthermore, any sensitive information (including regulated, proprietary and confidential information, including personal information and business information) that we input into a third-party generative artificial intelligenceAI platform could be leaked or disclosed to others, including if sensitive information is used to train the third parties’ artificial intelligenceAI model. Additionally, where an artificial intelligenceAI model ingests personal information and makes connections using such information, those technologies may reveal other personal or sensitive information generated by the model.

Our platform integrates generative AI and machine learning technology into certain features that we offer to our customers.technologies. The rapid evolution of AI and machine learning and automated decision-making technologies require dedicated resources to develop, test, and maintain our product offerings and to help responsibly integrate such technologies into certain features to minimize unintended or harmful impacts to our customers. Uncertainty around new and emerging AIAI, machine learning, and machineautomated learningdecision-making technologies may require additional investment in the development of proprietary datasets, machine learning models, and systems to test for accuracy, bias, and other variables, which are often complex, may be costly, and could impact our profit margin as we expand the use of AI and machine learning technologies in our products. There are significant risks involved in developing, maintaining, and deploying these technologies internally and/or to customers and there can be no assurance that such technologies will enhance our products or benefit our customers or business.

Our ability to continue to develop or use such technologies may be dependent on our access to technology offered by vendors and specific third-party software and infrastructure providers, such as processing hardware or third-party AI models, and we cannot control the quality, availability, or cost of such vendor offerings or third-party software and infrastructure offerings. We face competition from other companies in our industry who use similar machine learning technologies. Failure to offer or deploy new AI or machine learning technologies as quickly or effectively as our competitors could adversely affect our business.

In addition, market acceptance and consumer perceptions of AI and machine learning technologies areis currently fast-evolving and therefore remain uncertain. For example, AI technologies, including generative AI, maysometimes create content or information that appears correct but is factually inaccurate or flawed. The use of AI technologies also presents emerging ethical and social issues. If we enable or offer solutions that draw scrutiny or controversy due to their perceived or actual negative impact on our customers, we may experience brand or reputational harm, competitive disadvantages, consumer complaints, legal liability, and other adverse consequences, any of which could materially adversely affect our business, results of operations, and financial condition.

We have experienced, and may in the future experience,experience system slowdowns and interruptions. In addition, continued growth in our customer base could place additional demands on our platform and could cause or exacerbate slowdowns or interrupt the availability of our platform. If there is a substantial increase in the volume of usage on our platform, we will be required to further expand and upgrade our technology and infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases, if any, in the use of our platform or expand and upgrade our systems and infrastructure to accommodate such increases on a timely basis. In such cases, if our users are not able to access our platform or encounter slowdowns when doing so, we may lose customers or partners. In order to remain competitive, we must continue to enhance and improve the responsiveness, functionality, and features of our platform. Our disaster recovery plan may not be sufficient to address all aspects or any unanticipated consequence or incidents, and our insurance may not be sufficient to compensate us for the losses that could occur.

Our success depends largely upon the continued services and performance of our senior management and other key personnel. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives and key employees, which could disrupt our business.employees. For example, in MarchJuly 2025, weDaniel announcedRogers thejoined anticipatedas transitionour of Dustin Moskovitz from the role ofnew Chief Executive OfficerOfficer, and Dustin Moskovitz, who had served in that role since October 2010, transitioned to focusing onsolely serving as the Chair of theour Boardboard whenof a new Chief Executive Officer is appointed by the Board.directors. Our senior management and key employees are employed on an at-will basis. We currently do not have “key person” insurance on any of our employees. The loss of Mr.our Moskovitz,Chief Executive Officer, other key members of management, and key development, engineering, sales, or marketing personnel, and other key members of management,personnel may disrupt our operations and have an adverse effect on our ability to grow our business. Changes in our senior management team may also cause disruptions in, and harm to, our business, results of operations, and financial condition. We currently do not have “key person” insurance on any of our employees.

To execute our business model, we must attract and retain highly qualified personnel. Competition for executive officers, software engineers, sales personnel, and other key personnel in our industry and in the San Francisco Bay Area, where our headquarters is located, and in other locations where we maintain offices, is intense. The incentives to attract, retain, and motivate employees provided by our equity awards, or by other compensation arrangements, may not be as effective as in the past. Additionally, increased inflation rates can adversely affect us by increasing our costs, including labor and employee benefit costs. Employee salaries and benefits expenses have increased as a result of economic growth and increased demand for business services among other wage-inflationary pressures and we cannot assure you that they will not continue to rise. Many of the companies with which we compete for experienced personnel have greater resources than we have. Our recruiting and retention efforts may also be limited by laws and regulations, such as restrictive immigration laws, including changes with respect to H-1B visas, and restrictions on travel imposed by certain governments, as well as delays in processing or a lack of availability of visas. In addition, our past and future restructuring efforts may adversely affect our ability to attract and retain employees. If we do not succeed in attracting excellent personnel or retaining or motivating existing personnel, we may be unable to innovate quickly enough to support our business model or grow effectively.

We believe that the brand identity that we have developed has significantly contributed to the success of our business. We also believe that maintaining and enhancing the “Asana” brand is critical to expanding our customer base and establishing and maintaining relationships with partners. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to ensure that our platform remains high-quality, reliable, and useful at competitive prices, as well as with respect to our free and trial versions. Maintaining and enhancing our brand may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain the “Asana” brand, or if we incur excessive expenses in this effort, our business, results of operations, and financial condition would be adversely affected. We anticipate that, as our market becomes increasingly competitive, maintainingmaintaining, and enhancing our brand may become more difficult and expensive.

Our success depends in part on our ability to attract users through unpaid Internet search results on traditional web search engines such as Google. The number of users we attract to our website from search engines is due in large part to how and where our website ranks in unpaid search results. These rankings can be affected by a number of factors, many of which are not in our direct control, and they may change frequently. For example, a search engine may change its ranking algorithms, methodologies, or design layouts. As a result, links to our website may not be prominent enough to drive traffic to our website, and we may not know how or otherwise be in a position to influence the results. Additionally, the introduction and acceptance of AI-assisted technologies has impacted traditional search engine user discovery of our products, particularly by small and midsize businesses. If we are unable to maintain or improve our visibility, our ability to attract users through unpaid channels may decline. Any reduction in the number of users directed to our website could reduce our revenues or require us to increase our sales and marketing expenditures.

In addition, global armed conflicts, includingsuch betweenas Ukraine and Russia andthose in the Middle East, have created potential global security concerns that could impact operations in our global officesoperations, the operations of our vendors and partners, including our third-party data center providers, and the operations of our customers in affected regionsregions. andThese security concerns could also impact regional and global economies, either of which could adversely affect our business.

We sell and expect to continue selling our products and services to U.S. federal and state and foreign governmental agency customers, which may occur through direct sales to government entities or sales to government entities through our channel partners. We also sell our products and services to customers who may be reliant on funding derived from federal, state, or foreign governmental sources. We are currently pursuing U.S. Federal Risk and Authorization Management Program (“FedRAMP”) authorization and have achieved a FedRAMP In Process designation. Even if we obtain FedRAMP authorization, selling to government entities, customers reliant on government funding, and other government contractors or affiliates presents a number of unique challenges and risks including the following:

•as a U.S. government contractor, we and the third parties we rely upon, including providers of software or systems we incorporate into our products, may be subject to Executive OrdersOrders, agency designations, and regulatory changes affecting various aspects of our operations, including compliance with nondiscrimination plansplans, andsupply‑chain risk designations, or other regulatory requirements, and any requiredchanges eliminationwe ormay modificationimplement ofin order to comply with such plans or other regulatory requirements in response to new Executive Orders could pose challenges in hiring or retaining employees and may lead to otherour adverse operational impacts,operations, while failure to comply with these requirements could expose us to administrative, civil, or criminal liabilities, including fines, penalties, repayments or suspension or debarment from eligibility for future U.S. government contracts; and

In January 2025, the currentU.S. presidential administration began issuing Executive Orders identifying new government policies and directing U.S. federal agencies to evaluate their current actions, including certain spending, to ensure that such actions are consistent with new administration priorities. Some of those Executive Orders are the subjects of pending litigation, and there remains significant uncertainty about the ways in which agencies will implement the new Executive Orders. Such implementation could negatively affect our current and future business with U.S. government agencies.

There is considerable patent and other intellectual property development activity in our industry. Our competitors, as well as a number of other entities, including non-practicing entities and individuals, may own or claim to own intellectual property relating to our industry. As we face increasing competition and our public profile increases, the possibility of intellectual property rights claims against us may also increase. From time to time, our competitors or other third parties have claimed, and may in the future claim, that we are infringing upon, misappropriating, or violating their intellectual property rights, even if we are unaware of the intellectual property rights that such parties may claim cover our platform or some or all of the other technologies we use in our business. The costs of supporting such litigation, regardless of merit, are considerable, and such litigation may divert management and key personnel’s attention and resources, which might seriously harm our business, results of operations, and financial condition. We may be required to settle such litigation on terms that are unfavorable to us. For example, a settlement may require us to obtain a license to continue practices found to be in violation of a third party’s rights, which may not be available on reasonable terms and may significantly increase our operating expenses. A license to continue such practices may not be available to us at all. As a result, we may also be required to develop alternative non-infringing technology or practices or discontinue the practices. The development of alternative non-infringing technology or practices would require significant effort and expense. Similarly, if any litigation to which we may be a party fails to settle and we go to trial, we may be subject to an unfavorable judgment which may not be reversible upon appeal. For example, the terms of a judgment may require us to cease some or all of our operations or require the payment of substantial amounts to the other party. Any of these events would cause our business and results of operations to be materially and adversely affected as a result.

Our future success and competitive position dependsdepend in part upon our ability to obtain or maintain certain intellectual property used in our platform. While we have been issued patents for certain aspects of our intellectual property in the United States and have additional patent applications pending in the United States, we have not applied for patent protection in foreign jurisdictions, and may be unable to obtain patent protection for the technology covered in our patent applications. In addition, we cannot ensure that any of the patent applications will be approved or that the claims allowed on any issued patents will be sufficiently broad to protect our technology or platform and provide us with competitive advantages. Furthermore, any issued patents may be challenged, invalidated, or circumvented by third parties.

We, and the third parties with whom we work, are subject to stringent and evolving U.S. and foreign laws, regulations, rules, contractual obligations, industry standards, policies and other obligations related to artificial intelligence, privacy, data protection, and security. Our actual or perceived failure to comply with such obligations (or such failure by the third parties with whom we work) could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.

We receive, process, store, and use business and personal information belonging to individuals who interact with Asana, including our users and prospective, current, and former customers. There are numerous federal, state, local, and foreign laws and regulations regarding privacy, data protection, security and the storing, sharing, use, processing, disclosure, and protection of business and personal information,information including personal information privacy laws, state data breach notification laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act) and other similar laws (e.g., wiretapping laws). These laws continue to evolve in scope and are subject to differing interpretations, and may contain inconsistencies or pose conflicts with other legal requirements. Preparing for and attempting to comply with these laws and other obligations requires significant resources and, potentially, changes to our technologies, systems, and practices and those of any third parties that process personal information on our behalf.

Globally, certain jurisdictions have enacted data residency or data localization laws and have imposed requirements for cross-border transfers of personal information. For example, the cross-border transfer landscape in Europe is complex and other countries outside of Europe have enacted or are considering enacting cross-border data transfer restrictions and laws requiring data residency or other restrictions around the location of the storage and processing of data, which could increase the cost and complexity of doing business. The EU GDPR generally restricts the transfer of personal information to countries outside of the EEA, such as the United States, which are not considered by the European Commission to provide an adequate level of privacy, data protection, and security. In addition, Swiss and UK law contain similar data transfer restrictions as the EU GDPR. Although there are currently valid mechanisms available to transfer data from the EEA and the UK to the United States in compliance with law, such as the EEA standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges and there remains some uncertainty regarding the future of these cross-border data transfers. If we cannot implement a valid compliance mechanism for cross-border personal information transfers, we may face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal information from the EEA, UK, or elsewhere. Inability to import personal information to the United States may significantly and negatively impact our business operations, including limiting our ability to collaborate with service providers, contractors, and other companies subject to European and other privacy, data protection, and security laws; or requiring us to increase our data processing capabilities in Europe or elsewhere at significant expense. Additionally, companies that transfer personal data out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups.

In addition to the European Union, a growing number of other global jurisdictions, such as Brazil, Japan, India and Canada, are considering or have passed legislation implementing privacy, data protection, and security requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our platform, particularly as we expand our operations internationally. Some of these laws, such as the General Data Protection Law in Brazil, or the Act on the Protection of Personal Information in Japan, or India’s Information Technology Act impose similar obligations as those under the EU GDPR.

Domestic privacy, data protection, security, and consumer protection legislation isare also becoming increasingly common in the United States. For example, numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal information such as the right to access, correct, or delete certain personal information, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal information, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the CCPA requires companies that process information of consumers, business representatives, and employees who are California residents to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain individual privacy rights. The CCPA provides for fines for intentional violations and allows private litigants affected by certain data breaches to recover significant statutory damages. Similar laws are being considered in other states and at the federal and local levels, and we expect more states to pass similar laws in the future. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging, and increase legal risk and compliance costs for us and the third parties with whom we work.

There are a number of legislative proposals in the United States, at both the federal and state level, and in the European Union and more globally, that could impose new obligations in areas such as e-commercee-commerce, data processing, and other related legislation or liability for copyright infringement by third parties. We cannot yet determine the impact that future laws, regulations, and standards may have on our business. For example, the European Union’s Data Act (the “Data Act”) became fully applicable on September 12, 2025. Among other things, the Data Act will affect customers’ ability to terminate service agreements with us or our competitors. Compliance with the Data Act may require us to adjust contract terms and technical measures for data portability. These changes may impact the duration of customer relationships and result in additional compliance and operational costs, which may affect our business.

Finally, changes in our platform or future changes in Trade Controls, such as those we have seen issued by the United States and other governments in response to theglobal conflictsarmed between Ukraine and Russia and in the Middle East,conflicts, could result in our inability to provide our platform to certain customers or decreased use of our platform by existing or potential customers with international operations. For example, on June 12, 2024, OFAC issued a determination imposing new restrictions on the export, reexport, sale, or supply of IT support and cloud-based services for enterprise management software and design and manufacturing software to persons located in Russia, which went into effect on September 12, 2024. We continue to evaluate these Trade Controls sanctions and their potential applicability to our products and services; however, we are unable to quantitatively estimate any impacts to our business at this time. Any decreased use of our platform or mobile application or increased limitations on our ability to export or sell our platform and mobile application would adversely affect our business, results of operations, and financial condition.

Income, sales, use, value added, or other tax laws, statutes, rules, regulations, or ordinances could be enacted or amended at any time (possibly with retroactive effect), and could be applied solely or disproportionately to products and services provided over the internet. TheseFor example, on July 4, 2025, the United States enacted federal tax legislation commonly referred to as the One Big Beautiful Bill Act. This and other legislation, or further enactments of or amendments to tax laws, could reduce our sales activity due to the inherent cost increase the taxes would represent and ultimately harm our results of operations and cash flows.

We do not expect to become profitable in the near future, may never achieve profitability, and have incurred substantial net operating losses (“NOLs”) during our history. In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs or tax credits to offset future taxable income or taxes. For these purposes, an ownership change generally occurs where the aggregate change in stock ownership by one or more stockholders or groups of stockholders owning at least 5% of a corporation’s stock exceeds more than 50 percentage points over a three-year period. We have experienced ownership changes since inception and our utilization of net operating lossNOL carryforwards will be subject to annual limitations. However, it is not expected that the annual limitations will result in the expiration of our NOLs or other tax attribute carryforwards prior to utilization. We may experience additional ownership changes in connection with subsequent shifts in our stock ownership (some of which shifts are outside our control). As a result, even if we attain profitability, we may be unable to use a material portion of our NOLs and other tax attributes.

On November 7, 2022, we entered into an agreement with several banks and other financial institutions or entities for which Silicon Valley Bank (“SVB”) acted as issuing lender, administrative agent and collateral agent, under which we may incur loans in an aggregate principal amount not to exceed $150 million, consisting of a term loan facility in an aggregate principal amount equal to $50 million and a revolving loan facility in an aggregate principal amount of up to $100 million, including a $30 million letter of credit sub-facility (collectively and as amended on April 13, 2023, June 18, 2024, and November 18, 2024, May 29, 2025, and February 26, 2026, the “November 2022 Senior Secured Credit Facility”). On March 27, 2023, First Citizens BancShares, Inc. (“First Citizens”) announced that it had entered into an agreement to purchase assets and liabilities of SVB, inclusive of our November 2022 Senior Secured Credit Facility. We continue to have the ability to make additional borrowings under the November 2022 Senior Secured Credit Facility,Facility which is now held by SVB as a division of First Citizens.

•additions or departures of members of our board members,of directors, management, or key personnel;

•other events or factors, including bank failures, war, international tariffs, incidents of terrorism, or responses to these events;

In addition, companies in the technology industry have experienced significant price and volume fluctuations that have affected and continue to affect the stock prices of these companies. Stock prices of many companies, including technology companies, have fluctuated in a manner often unrelated to the operating performance of those companies. For example, despite our revenue growing year over year, our stock price has previously experienced significant volatility in the past year due to general downturns and increased instability in the equity markets. In the past, companies that have experienced volatility in the trading price for their stock have been subject to securities class action litigation. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, results of operations, and financial condition.

Dustin Moskovitz, our co-founder, President,Chair, and former Chief Executive Officer, Chair, and largest stockholder, beneficially owns a significant percentage of our outstanding Class A common stock and Class B common stock, together representing a majority of the voting power of our capital stock as of January 31, 2025.2026. Mr. Moskovitz could exert substantial influence over matters requiring approval by our stockholders. In March 2025, we announced the anticipated transition of Dustin Moskovitz from the role of Chief Executive Officer to focusing on serving as the Chair of the Board when a new Chief Executive Officer is appointed by the Board. This concentration of ownership may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may believe are in your best interest as one of our stockholders.

Asana is anthe enterprisesystem of action for work, built for the Agentic Enterprise. We provide a comprehensive solution where humans and AI agents can collaborate effectively so that individuals work management software platform that unifies cross-functionalsmarter, teams somove businesses can effectively setfaster, and trackorganizations goals,deliver drive strategic initiatives, and manage work effectively.results. Over 169,000180,000 paying customers across 200 countries and territories use Asana to connect their work to company goals and orchestrate mission critical workflows like product launches, employee onboarding, resource planning, tracking company-wide strategic initiatives and more. OurBy securecombining institutional memory with a governed execution surface, our platform enables organizations to orchestrate work across human and scalableAI platformteam withmembers. AI-poweredThis features adds structure to unstructured work, creatingdrives clarity, accountability, and impact foracross everyone within anthe organization—executives, from executives and department heads,heads to the team leads, individuals, and individuals.agents delivering the work. In Asana, everyonethe understands"Who, exactlyWhat, whoWhen, and Why" of work is doingtransparent, what,ensuring that every action, whether taken by when,a howperson or an AI agent, is grounded in real business context and why.aligned to strategic goals.

We offer two complementary products within the Asana platform to meet the needs of diverse organizations:

•our core work management product, available in a tiered, seat-based model: and,;

We define customers spending over $5,000 and $100,000 as those organizations on a paid subscription plan that had $5,000 or more or $100,000 or more in annualized GAAP revenues in a given quarter, respectively, inclusive of discounts. As customers realize the productivity benefits we provide, our platform often becomes critical to managing their workwork, increasing employee productivity and achieving their objectives, which drives further adoption and expansion opportunities, and results in higher annualized contract values. We believe that our ability to increase the number of these customers is an important indicator of the components of our business, including: the continued acquisition of new customers, retaining and expanding our user base within existing customers, our continued investment in product development and functionality required by larger organizations, and the strategic expansion of our direct sales force.

As of January 31, 2025,2026, we had 24,06225,928 Core customers contributing approximately 72%73% of revenues for the fiscal year then ended. As of January 31, 2024,2025, we had 21,64624,062 Core customers who contributed approximately 71%72% of revenuerevenues for the fiscal year then ended.

As of January 31, 20252026 and 2024,2025, our dollar-based net retention rate was 96% and over 100%, respectively.96%.

As of January 31, 20252026 and 2024,2025, our dollar-based net retention rate for our Core customers was 97% and 105%, respectively.97%. Our dollar-based net retention rate for customers spending over $100,000 on an annualized basis for the same periods was 96% and 115%, respectively.96%.

We primarily generate revenues from subscription fees earned from customers accessing our cloud-based platform. Subscription revenues are driven primarily by the number of paying customers, the number of paying users within the customer base, and the level of subscription plan. We recognize revenues ratably over the related contractual term beginning on the date that the platform is made available to a customer. We also generate revenues from our consumption-based AI product and professional services which are not material to the consolidated financial statements.

Cost of revenues consists primarily of the cost of providing our platform to free users and paying customers and is comprised of third-party hosting fees, personnel-related expenses for our operations and support personnel including allocated overhead costs for facilities and shared IT-related expenses, third-party implementation services partner fees, infrastructure and application performance monitoring costs, credit card processing fees, and amortization of our capitalized internal-use software costs.

Sales and marketing expenses consist primarily of personnel-related expenses and expenses for performance marketing, brand marketing, pipeline generation, and sponsorship activities. These expenses also include allocated overhead costscosts, travel-related expenses, and travel-relatedprofessional expenses.fees. Sales commissions earned by our sales force that are considered incremental and recoverable costs of obtaining a subscription with a customer are deferred and amortized on a straight-line basis over the expected period of benefit of three years.

General and administrative expenses consist primarily of personnel-related expenses for our finance, human resources, information technology, and legal organizations.organizations, and for certain of our executives. These expenses also include non-personnel costs, such as outside legal, accounting, and other professional fees, software subscriptions and expensed computer equipment, certain tax, license, and insurance-related expenses, impairment charges, and allocated overhead costs.

Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business. To date, we have not recorded a material provision for income taxes for any of the periods presented other than for foreign income tax. WeIn the United States, we have recorded deferred tax assets for which we provide a full valuation allowance, which primarily include net operating loss carryforwards and research and development tax credit carryforwards. We expect to maintain this full valuation allowance for the foreseeable future as it is more likely than not the deferred tax assets will not be realized based on our history of losses.

For a comparison of our results of operations for the fiscal years ended January 31, 20242025 and 2023,2024, see Part II— Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024,2025, filed with the SEC on March 14,18, 2024.2025.

Non-GAAP Income (Loss) From Operations and Non-GAAP Net Income (Loss)

We define non-GAAP income (loss) from operations as loss from operations plus stock-based compensation expense and the related employer payroll tax associated with RSUs, impairment of long-lived assets, and restructuring costs. The amount of employer payroll tax-related items on employee stock transactions is dependent on our stock price and other factors that are beyond our control and that do not correlate to the operation of the business. The restructuring costs are related to the reduction of our global workforce, which resulted in expenses related to severance, benefits, and other related items. When evaluating the performance of our business and making operating plans, we do not consider these items (for example, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants). We believe the costs associated with restructuring are distinguishable from ongoing operating costs and are not reflective of underlying trends in our business. We believe it is useful to exclude these expenses in order to better understand the long-term performance of our core business, to facilitate comparison of our results to those of peer companies, and to facilitate comparison over multiple periods.

We define non-GAAP net income (loss) as net loss plus stock-based compensation expense and the related employer payroll tax associated with RSUs, impairment of long-lived assets, and restructuring costs.

We use non-GAAP income (loss) from operations and non-GAAP net income (loss) in conjunction with traditional GAAP measures to evaluate our financial performance. We believe that non-GAAP income (loss) from operations and non-GAAP net income (loss) provide our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.

We define free cash flow as net cash from operating activities less cash used for purchases of property and equipment and capitalized internal-use software costs, plus non-recurring capital expenditures from the purchases of property and equipment associated with the build-out of our corporate headquarters in San Francisco.costs. We define adjusted free cash flow as free cash flow plus restructuring costs paid. We believe that free cash flow and adjusted free cash flow are useful indicators of liquidity that provide information to management and investors, even if negative, about the amount of cash used in our operations other than that used for investments in property and equipment and capitalized internal-use software costs, adjusted for expenditures which are distinguishable from our ongoing operations.

Non-GAAP Income (Loss) From Operations

Non-GAAP Net Income (Loss)

(1)Restructuring costs for the fiscal yearsyear ended January 31, 2026 were composed of severance and related charges of $3.9 million and stock-based compensation benefit of $0.3 million. Restructuring costs for the fiscal year ended January 31, 2025 and 2023 were composed of severance and related charges of $3.7 million and $8.4 million, respectively, and stock-based compensation expense of $0.8 million and $0.9 million, respectively.million. See Note 16. Restructuring to our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data in this Annual Report on Form 10-K for more information.

Since inception, we have financed operations primarily through the net proceeds we have received from the sales of our preferred stock and common stock, the issuance of senior mandatory convertible promissory notes in January and June 2020 to a trust affiliated with our co-founder, Chair, and former CEO, Dustin Moskovitz, cash generated from the sale of subscriptions to our platform, and financing activities including thea private placement transaction with ourMr. CEO.Moskovitz. We have generated losses from our operations as reflected in our accumulated deficit of $1,828.5$2,149.7 million as of January 31, 2025, positive cash flows from operating activities for fiscal 2025, and negative cash flows from operating activities for fiscal 2024 and fiscal 2023.2026.

In November 2022, we entered into a four-year credit agreement with SVB, which provided for a senior secured credit facilities in the aggregate principal amount of up to $150.0 million, consisting of a term loan facility in the aggregate principal amount of $50.0 million and a revolving loan facility in an aggregate principal amount of up to $100.0 million, including a $30.0 million letter of credit sub-facility (as amended on April 13, 2023, June 18, 2024, and November 18, 2024, and May 29, 2025, the “November 2022 Senior Secured Credit Facility”). The November 2022 Senior Secured Credit Facility refinanced our prior credit agreement with SVB (the “April 2020 Senior Secured Term Loan”) and terminates on November 7, 2026.

In June 2024, our board of directors authorized a stock repurchase program of up to $150$150.0 million of our outstanding Class A common stock.stock (the “Repurchase Program”). Repurchases are made on the open market, including via pre-set trading plans, in accordance with applicable securities laws. The programRepurchase Program is funded using our working capital and willwas expireinitially inauthorized through June 2025. The programRepurchase Program does not obligate us to acquire any particular amount of Class A common stock, and the repurchaseRepurchase programProgram may be suspended or discontinued at any time at our discretion. During the year ended January 31, 2026 and January 31, 2025, we repurchased 9.7 million and 6.2 million sharesshares, respectively, of our outstanding Class A common stock for an aggregate purchase price of $132.2 million and $78.4 million.million, respectively. All shares of Class A common stock repurchased were retired. The Repurchase Program was later amended on May 30, 2025 to remove the original expiration date and authorize the repurchase of an additional $100.0 million of Class A common stock. The Repurchase Program was later amended on February 27, 2026 to authorize the repurchase of an additional $160.0 million of Class A common stock. As of January 31, 2025,2026, $71.6$39.4 million remained available for future stock repurchases under the Repurchase Program, and following the February 27, 2026 amendment, the Company now has a total of $199.4 million available for future repurchases under the stockRepurchase repurchaseProgram. program.The Repurchase Program as amended, has no specified expiration date and will continue until the funds committed to the Repurchase Program are exhausted or such authorization is revoked by our board of directors. See Note 10. Stockholders’ Equity to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding stock repurchases.

Our largest source of operating cash is cash collection from sales of subscriptions to our paying customers. Our primary uses of cash from operating activities are for personnel-related expenses, marketing expenses, and third-party hosting-related and software expenses. InPrior priorto years,fiscal 2025, we generated negative cash flows from operating activities and supplemented working capital requirements through net proceeds from the sale of equity and equity-linked securities.

Net cash provided by operating activities of $14.9$90.4 million for fiscal 20252026 reflects our net loss of $255.5$189.0 million, adjusted by non-cash items such as stock-based compensation expense of $211.3$214.8 million, impairment of long-lived assets of $30.7 million, amortization of deferred contract acquisition costs of $25.9$27.8 million, depreciation and amortization of $22.0 million, non-cash lease expense of $18.0 million, depreciation and amortization of $17.5 million, impairment of long-lived assets of $6.8$18.3 million and provision for expected credit losses of $3.2$1.9 million, partially offset by net accretion of discount on marketable securities of $5.5$2.1 million and net cash outflows of $6.8$34.2 million from changes in our operating assets and liabilities. The net cash outflows from changes in operating assets and liabilities primarily consisted of a $20.4$28.8 million increase in prepaid expenses and other current assets related to an increase in deferred contract acquisition costs, a $20.0$23.5 million increase in accounts receivable, a $23.0 million decrease in operating lease liabilities, a $4.7 million increase in accounts receivable, and a $4.4$0.6 million increase in other assets. These amounts were partially offset by a $31.6$31.1 million increase in deferred revenue resulting from increased billings for subscriptions, a $6.6$7.3 million increase in accounts payable, and a $3.4 million increase in accrued expenses and other liabilities primarily from increases in accrued taxes and accrued payroll liabilities, and a $4.4 million increase in accounts payable.liabilities.

Net cash usedprovided inby operating activities of $17.9$14.9 million for fiscal 20242025 reflects our net loss of $257.0$255.5 million, adjusted by non-cash items such as stock-based compensation expense of $202.4$211.3 million, amortization of deferred contract acquisition cost of $22.0$25.9 million, non-cash lease expense of $18.1$18.0 million, depreciation and amortization of $14.3$17.5 million, impairment of long-lived assets of $5.0$6.8 million, and provision for expected credit losses of $3.1$3.2 million, partially offset by net accretion of discount on marketable securities of $3.4$5.5 million and net cash outflows of $22.6$6.8 million from changes in our operating assets and liabilities. The net cash outflows from changes in operating assets and liabilities primarily consisted of a $25.6$20.4 million increase in prepaid expenses and other current assets related to an increase in deferred contract acquisition costs, a $18.9$20.0 million decrease in operating lease liabilities, a $9.5$4.7 million increase in accounts receivable due to higher customer billings, a $5.2 million decrease in accrued expenses and other liabilities primarily from decreases in accrued payroll liabilities, a $0.6 million decrease in accounts payable,receivable, and a $0.5$4.4 million increase in other assets. These amounts were partially offset by a $37.6$31.6 million increase in deferred revenue resulting from increased billings for subscriptions.subscriptions, a $6.6 million increase in accrued expenses and other liabilities primarily from increases in accrued taxes and accrued payroll liabilities, and a $4.4 million increase in accounts payable.

Net cash usedprovided inby investing activities of $6.1$37.2 million for fiscal 20252026 consisted of $234.4$206.3 million in maturities of marketable securities and $23.4 million in sales of marketable securities, offset by $179.2 million in purchases of marketable securities, $6.7$9.6 million in capitalized internal-use software costs, and $5.6$3.8 million in purchases of property and equipment, offset by $240.6 million in maturities of marketable securities.equipment.

Net cash used in investing activities of $289.1$6.1 million for fiscal 20242025 consisted of $319.1$234.4 million in purchases of marketable securities, $7.7$6.7 million in capitalized internal-use software costs, and $5.6 million in purchases of property and equipment, and $5.4 million in capitalized internal-use software costs, partially offset $43.1$240.6 million in maturities of marketable securities.

Net cash providedused byin financing activities of $16.8$58.1 million for fiscal 20242025 consisted of $15.1$78.4 million in repurchases of common stock and $2.5 million in repayment of term loan, partially offset by $13.7 million in proceeds from our employee stock purchase plan and $4.8$9.1 million in proceeds from the exercise of stock options, partially offset by $3.1 million for the repayment of our April 2020 Senior Secured Term Loan.options.

In February 2019, we entered into a new lease agreement for office space in San Francisco, which commenced in May 2020 and expires in October 2033. As part of the agreement, we were required to issue a $17.0 million letter of credit upon access to the office space, which occurred in the year ended January 31, 2021. Future minimum lease payments related to this lease as of January 31, 20252026 were $281.6$252.7 million. Our co-founder, Chair, and former CEO acts as a personal guarantor to the lease for the full rent payments over the entire term of the lease should we default on our obligations.

We record stock-based compensation expense for all stock-based awards made to employees, non-employees, and directors based on estimated fair values recognized over the requisite service period. We estimate the fair value of options granted to employees for purposes of calculating stock-based compensation expense on the grant date using the Black-Scholes pricing model. The Black-Scholes pricing model requires us to make assumptions and judgments about the inputs used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding),term, the volatility of our common stock, risk-free interest rate, and expected dividend yield. The expected term represents the period that we expect our stock-based awards to be outstanding.

We measure stock-based compensation expense related to our restricted stock units, or RSUs, based on the fair value of the underlying shares on the date of grant. RSUs are subject to time-based vesting, which generally occurs over a period of one to four years.

WeFor awards that vest only based upon continued service, we recognize stock-based compensation expense ratably over the requisite service period, which is generally the vesting period of the respective award. We account for forfeitures as they occur. We recognize stock-based compensation expense related to ESPP on a straight-line basis over the term of each ESPP offering period, which is generally two years.

•price and package our subscription plans or add-on products effectively;

We have incurred net losses in each fiscal year since our founding. We generated net losses of $14.4$53.6 million and $40.0$88.4 million for the threesix months ended AprilJuly 30,31, 2026 and 2025, respectively. As of AprilJuly 30,31, 2026, we had an accumulated deficit of $2,209.1$2,299.8 million. We do not expect to be profitable in the near future, and we cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability. These losses reflect, among other things, the significant investments we made to develop and commercialize our platform, serve our existing customers, and broaden our customer base.

•errors in our forecasting of the demand for subscriptions to our platform,platform or usage of our AI products, which would lead to lower revenues, increased costs, or both;

To increase our revenues and achieve profitability, we must increase our customer base through various methods, including but not limited to, adding new customers, converting individuals, teams, and organizations using our free and trial versions into paying customers, and expanding usage within organizations. We encourage customers on our free and trial versions to upgrade to paid subscription plans. Additionally, we seek to expand within organizations by adding new customers, having organizations upgrade to our Advanced, Enterprise, or Enterprise+ plans, or expanding their use of our platform into other groups within an organization. While we have experienced significant growth in our number of customers, we do not know whether we will continue to achieve similar customer growth rates in the future. Numerous factors may impede our ability to add new customers, convert individuals, teams, and organizations using our free and trial versions into paying customers, expand usage within organizations, and sell subscriptions to our platform,platform or increase usage of our consumption-based AI products, including but not limited to, our failure to attract and effectively train new sales and marketing personnel, failure to retain and motivate our current sales and marketing personnel, failure to develop or expand relationships with partners, failure to compete effectively against alternative products or services, failure to successfully deploy new features and integrations, failure to provide a quality customer experience and customer support, or failure to ensure the effectiveness of our marketing programs. Additionally, as we focus on increasing our sales to larger organizations, we will be required to deploy sophisticated and costly sales efforts, which may result in longer sales cycles, greater competition, and less predictability in completing some of our sales. In the large enterprise market, the customer’s decision to use our platform can sometimes be an enterprise-wide decision, in which case, we will likely be required to provide greater levels of customer education to familiarize potential customers with the use and benefits of our platform, as well as training and on-going support. In addition, larger enterprise organizations may demand more customization, integration and support services, and features. As a result of these factors, these sales opportunities may require us to devote greater sales, research and development, and customer support resources to these customers, resulting in increased costs, lengthened sales cycles, and diversion of our own sales and professional services resources to a smaller number of larger customers. If our efforts to sell to organizations of all sizes are not successful or do not generate additional revenues, our business, results of operations, and financial condition would suffer.

Moreover, our business is primarily subscription based, and customers are not obligated to and may not renew their subscriptions after their existing subscriptions expire, and we cannot ensure that customers will renew subscriptions with a similar contract period, with the same or greater number of users, or for the same level of subscription plan or upgrade their subscription plan. Customers may or may not renew their subscription plans as a result of a number of factors, including their satisfaction or dissatisfaction with our platform, our pricing or pricing structure, the pricing or capabilities of the products and services offered by our competitors, geographic availability of our service, the effects of general economic conditions including a downturn or recession, inflation and fluctuating interest rates, or customers’ budgetary constraints. If customers do not renew their subscriptions, renew on less favorable terms, or fail to add more individuals, teams, and organizations, or if we fail to upgrade individuals, teams, and organizations from our free or trial plans to our paid subscription plans, or expand the adoption of our platform within organizations, our revenues may decline or grow less quickly than anticipated, which would harm our business, results of operations, and financial condition. The current macroeconomic environment, including fluctuating interest rates, instability in financial markets, uncertain or changing sanctions regimes, bank failures, tariffs and changes in trade agreements, and their effects on software spending, and headwinds for technology customers, may impact the adoption of our platform generally and our success in engaging with new customers and expanding relationships with existing customers may be impacted by these conditions. If our customers are materially negatively impacted by these factors, such as being unable to access our service or their existing cash to fulfill their payment obligation to us due to future bank failures, our business could be negatively impacted. As a result of these macroeconomic conditions, and any corresponding actions customers may take to manage costs, we have experienced and may continue to experience longer sales cycles, and we may continue to experience a reduction in renewal rates, as well as reduced customer spend and delayed payments that could materially impact our business, results of operations, and financial condition in future periods. While we believe our revenues are relatively predictable in the near-term as a result of our subscription-based business model, the effect of macroeconomic uncertainties may not be fully reflected in our operating results and overall financial performance until future periods. If we fail to predict customer demands, fail to sufficiently account for the impact of macroeconomic and geopolitical conditions on our sales projections, or fail to attract new customers and maintain and expand new and existing customer relationships, our revenues may grow more slowly than expected, may not grow at all, or may decline, and our business may be harmed.

Our flagship product, the Asana collaborative work management platform, currently accounts for substantially all of our revenue through seat-based licenses. Additionally, the revenue derived from our add-on products and, productsincluding the revenue derived from our AI offerings which rely on consumption or servicesusage-based we may launch in the future,billing, may be dependent on licenses to our core work management platform. As such, the continued growth in market demand for and market acceptance, including international market acceptance, of our platform is critical to our continued success. Demand for our platform is affected by a number of factors, some of which are beyond our control, such as the rate of market adoption of work management solutions; the timing of development and release of competing new products; the development and acceptance of new features, integrations, and capabilities for our platform, including features, integrations, or capabilities that utilize AI; price, product, and service changes by us or our competitors; technological changes and developments within the markets we serve; growth, contraction, and rapid evolution of our market; and general economic conditions and trends including a downturn or recession, inflation, tariffs and changes in trade agreements, and fluctuating interest rates. If we are unable to continue to meet the demands of individuals, teams, and organizations or trends in preferences for work management solutions or to achieve more widespread market acceptance of our platform, our business, results of operations, and financial condition would be harmed. Changes in preferences of our current or potential customers may have a disproportionately greater impact on us than if we offered products that were independent from licenses to our core work management platform. In addition, some current and potential customers, particularly larger organizations, may develop or acquire their own tools or continue to rely on traditional tools and software for their work management solutions, which would reduce or eliminate their demand for our platform. If demand for our platform declines for any of these or other reasons, our business, results of operations, and financial condition would be adversely affected.

Remote work has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers, and devices outside our premises or network, including working from home, while in transit and in public locations. Additionally, futurewe have acquired and may continue to acquire companies whose systems may contain cybersecurity vulnerabilities and/or pastunsophisticated businesssecurity transactionsmeasures, (suchwhich as acquisitions or integrations) couldmay expose us to additionalcybersecurity, cybersecurity risksoperational and vulnerabilities,financial as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.risk. Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities,companies, and it may be difficult to integrate companies into our information technology environment and security program.

Our success depends largely upon the continued services and performance of our senior management and other key personnel. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives and key employees. For example, in March 2026, we announced the resignation of our former Chief Financial Officer, Sonalee Parekh, and the appointment of our new Chief Financial Officer, Aziz Megji, effective March 24, 2026. Our senior management and key employees are employed on an at-will basis. The loss of our Chief Executive Officer, other key members of management, and key development, engineering, sales, or marketing personnel may disrupt our operations and have an adverse effect on our ability to grow our business. Changes in our senior management team may also cause disruptions in, and harm to, our business, results of operations, and financial condition. We currently do not have “key person” insurance on any of our employees.

For the threesix months ended AprilJuly 30,31, 2026, 41% of our revenues were generated from customers outside the United States. We have operations in multiple cities globally. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the United States. In addition, we will face risks in doing business internationally that could adversely affect our business and results of operations, including:

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these risks. These factors and others could harm our ability to increase international revenues and, consequently, would materially impact our business and results of operations. Continuing to leverage our existing international operations and any potential entry into additional international markets will require significant management attention and financial resources. Our failure to successfully manage our international operations and the associated risks effectively could limit the future growth of our business.

As part of our business strategy to expand our platform and grow our business in response to changing technologies, customer demand, and competitive pressures, we may in the future make investments or acquisitions in other companies, products, or technologies, such as our acquisition of StackAI that was announced in May 2026. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve the goals of such acquisition, and any acquisitions we complete could be viewed negatively by customers or investors. We may encounter difficult or unforeseen expenditures in integrating an acquisition, particularly if we cannot retain the key personnel of the acquired company. Existing and potential customers may also delay or reduce their use of our platform due to a concern that the acquisition may decrease effectiveness of our platform (including any newly acquired product). In addition, if we fail to successfully integrate such acquisitions, or the assets, technologies, or personnel associated with such acquisitions, into our company, the business and results of operations of the combined company would be adversely affected. In addition, the technology and information security systems and infrastructure of businesses we have acquired or may in the future acquire may contain cybersecurity vulnerabilities and/or unsophisticated security measures, which may expose us to cybersecurity, operational, and financial risk. We may incur significant costs enhancing or scaling information security systems and infrastructure of acquired businesses, remediating any related security breaches or incidents, or complying with privacy, data protection, and security laws or other obligations.

Dustin Moskovitz, our co-founder, Chair, and former Chief Executive Officer, beneficially owns a significant percentage of our outstanding Class A common stock and Class B common stock, representing a majority of the voting power of our capital stock as of AprilJuly 30,31, 2026. Mr. Moskovitz could exert substantial influence over matters requiring approval by our stockholders. This concentration of ownership may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may believe are in your best interest as one of our stockholders.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon the date that is the earlier of (i) the date that is specified by the affirmative vote of the holders of two-thirds of the then-outstanding shares of Class B common stock, (ii) one year after the death or permanent disability of Mr. Moskovitz, or (iii) the later of the date that is (x) September 21, 2030 and (y) the date that Mr. Moskovitz no longer serves as our Chief Executive Officer or as a member of our board of directors. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares over the long term. As a result, it is possible that, in addition to Mr. Moskovitz, one or more of the persons or entities holding our Class B common stock could gain significant voting control as other holders of Class B common stock sell or otherwise convert their shares into Class A common stock.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the listing standards of the NYSE and the LTSE, and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition. Although we have already hired additional employees and engaged outside consultants to assist us in complying with these requirements, we may need to increase this staffing in the future, which will increase our operating expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. This uncertainty may be exacerbated by the recent change of administration at the federal level, the appointment of a new Chair of the Securities and Exchange Commission (“SEC”) and the ongoing reevaluation of regulatory priorities with respect to public companies, including changing regulatory and enforcement practices at the SEC and the national securities exchanges. We intend to invest substantial resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Being a public company that is subject to these new rules and regulations has made and will continue to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly members who can serve on our audit committee and compensation committee, and qualified executive officers. As a result of the disclosure obligations required of a public company, our business and financial condition will become more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, results of operations, and financial condition would be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, would divert the resources of our management and harm our business, results of operations, and financial condition.

As of AprilJuly 30,31, 2026, we had 26,10326,778 Core customers contributing approximately 77% and 76% of revenues for the three and six months then ended.ended, respectively. As of AprilJuly 30,31, 2025, we had 24,29725,006 Core customers who contributed approximately 76% and 75% of revenues for the three and six months then ended.ended, respectively.

As of AprilJuly 30,31, 2026 and 2025, we had 817890 and 728770 customers spending over $100,000, on an annualized basis, respectively.

As of AprilJuly 30,31, 2026 and 2025, our dollar-based net retention rate was 96%97% and 95%,96%, respectively.

As of AprilJuly 30,31, 2026 and 2025, our dollar-based net retention rate for our Core customers was 97%98% and 96%, respectively. Our dollar-based net retention rate for customers spending over $100,000 on an annualized basis for the same periods was 96%98% and 95%, respectively.

On May 28, 2026, we announced the acquisition of Eigen Inc. (“StackAI”), a privately held artificial intelligence company that offers a no-code AI automation platform that allows businesses to build, test, and deploy custom AI agents and complex workflows. The acquisition is expected to help accelerate our broader AI platform strategy.

We also generate revenues from our consumption-based AI productproducts and professional services, which are not material to the consolidated financial statements.

Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business. To date, we have not recorded a material provision for income taxes for any of the periods presented other than for foreign income tax. In the United States, we have recorded deferred tax assets for which we provide a full valuation allowance, which primarily include net operating loss carryforwards and research and development tax credit carryforwards. As a result of the StackAI acquisition, the Company released a portion of its valuation allowance, which resulted in a tax benefit for the quarter. We expect to maintain this full valuation allowance for the foreseeable future as it is more likely than not the deferred tax assets will not be realized based on our history of losses.

Comparison of Three Months Ended AprilJuly 30,31, 2026 to Three Months Ended AprilJuly 30,31, 2025

Revenues increased $17.8$19.5 million, or 10%, during the three months ended AprilJuly 30,31, 2026 compared to the three months ended AprilJuly 30,31, 2025. The increase in revenues was primarily due to the addition of new paying customers and a continued shift in our sales mix toward our higher priced Enterprise+ subscription plan.

Cost of revenues increased $6.2$10.1 million, or 32%,50%, during the three months ended AprilJuly 30,31, 2026 compared to the three months ended AprilJuly 30,31, 2025. The increase was primarily due to an increase of $2.4$4.1 million in third-party hosting costs, an increase of $2.0 million in infrastructure-related costs, an increase of $1.9 million in personnel-related costs, an increase of $1.1$1.0 million in amortization of capitalized software development costs, an increase of $0.4 million in infrastructure-relatedcredit costscard processing fees, and an increase of $0.3$0.4 million in creditamortization cardof processingStackAI fees.developed technology and trade names and trademarks.

Research and development expenses decreasedincreased $9.0$2.4 million, or 12%,3%, during the three months ended AprilJuly 30,31, 2026 compared to the three months ended AprilJuly 30,31, 2025. The decreaseincrease was primarily due to aan decreaseincrease of $7.6$1.8 million in subscription and software related expenses, an increase of $1.6 million in personnel-related costs andcosts, an increase of $1.4$0.4 million in allocated overhead costs, an increase of $0.3 million in professional fees, and partially offset by an increase of $1.8 million in capitalized softwareinternal-use costs.software.

Sales and marketing expenses decreased $7.4$2.3 million, or 7%,2%, during the three months ended AprilJuly 30,31, 2026 compared to the three months ended AprilJuly 30,31, 2025. The decrease was primarily due to a decrease of $4.2$1.4 million in personnel-related costs, a decrease of $2.0$1.2 million in professional fees, a decrease of $1.0 million in cloud computing and related costs, and partially offset by an increase of $1.1 million in subscription and software related expenses, and an increase of $0.2 million in travel and entertainment costs, and a decrease of $1.1 million in allocated overhead costs.

General and administrative expenses decreasedincreased $0.6$1.1 million, or 2%,3%, during the three months ended AprilJuly 30,31, 2026 compared to the three months ended AprilJuly 30,31, 2025. The decreaseincrease was primarily due to aan decreaseincrease of $1.5 million in professional fees, an increase of $0.7 million in allocatedsubscription overheadand costs,software arelated decreaseexpenses, an increase of $0.6 million in regulatory and compliance costs, a decrease of $0.5 million in provision for credit losses, and partially offset by ana increasedecrease of $1.2$2.0 million in professionalpersonnel-related fees.costs.

Interest income and other income (expense), net decreased by $2.9$1.4 million, or 50%,42%, during the three months ended AprilJuly 30,31, 2026 compared to the three months ended AprilJuly 30,31, 2025, primarily due to a decrease of $2.6 million in foreign currency transaction gains (losses) and a decrease of $0.3$1.7 million in interest income on marketable securities.securities, offset by an increase of $0.3 million for the impact of foreign currency transaction gains and losses. Interest expense decreased by $0.1$0.2 million, or 18%,19%, during the three months ended AprilJuly 30,31, 2026 compared to the three months ended AprilJuly 30,31, 2025, primarily due to a decrease in interest rates.rates and reduced outstanding term loan balance.

We define non-GAAP income (loss) from operations as loss from operations plus stock-based compensation-related charges including the related employer payroll tax associated with RSUs and amortization of stock-based compensation capitalized in internal-use software, impairment of long-lived assets, restructuring costs, acquisition-related costs, and acquisition-relatedamortization costs.of intangible assets. The amount of employer payroll tax-related items on employee stock transactions is dependent on our stock price and other factors that are beyond our control and that do not correlate to the operation of the business. The restructuring costs are related to the reduction of our global workforce, which resulted in expenses related to severance, benefits, and other related items. When evaluating the performance of our business and making operating plans, we do not consider these items (for example, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants). We believe the costs associated with restructuring are distinguishable from ongoing operating costs and are not reflective of underlying trends in our business. The acquisition-related costs and the amortization of intangible assets are both related to business combinations and have no direct correlation to the operation of the business. We believe it is useful to exclude these expenses in order to better understand the long-term performance of our core business, to facilitate comparison of our results to those of peer companies, and to facilitate comparison over multiple periods.

We define non-GAAP net income (loss) as net loss plus stock-based compensation expense-related charges including the related employer payroll tax associated with RSUs and amortization of stock-based compensation capitalized in internal-use software, impairment of long-lived assets, restructuring costs, acquisition-related costs, and restructuringamortization costs.of intangible assets.

(1)Stock-based compensation-related charges includes related payroll tax associated with RSUs and amortization of stock-based compensation capitalized in internal-use software. We began excluding amortization of stock-based compensation capitalized in internal-use software from our non-GAAP measures starting in the quarter ended April 30, 2026 and have presented the change prospectively as prior period amounts were immaterial. The amounts of amortization of stock-based compensation capitalized in internal-use software was $1.1 million for the three months ended April 30, 2026 and was $0.6$2.2 million for the three and six months ended AprilJuly 30,31, 2025.2026, respectively, and was $0.7 million and $1.3 million for the three and six months ended July 31, 2025, respectively. This change has no impact on our GAAP financial results.

(1)Stock-based compensation-related charges includes related payroll tax associated with RSUs and amortization of stock-based compensation capitalized in internal-use software. We began excluding amortization of stock-based compensation capitalized in internal-use software from our non-GAAP measures starting in the quarter ended April 30, 2026 and have presented the change prospectively as prior period amounts were immaterial. The amounts of amortization of stock-based compensation capitalized in internal-use software was $1.1 million for the three months ended April 30, 2026 and was $0.6$2.2 million for the three and six months ended AprilJuly 30,31, 2025.2026, respectively, and was $0.7 million and $1.3 million for the three and six months ended July 31, 2025, respectively. This change has no impact on our GAAP financial results.

Since inception, we have financed operations primarily through the net proceeds we have received from the sales of our preferred stock and common stock, the issuance of senior mandatory convertible promissory notes in January and June 2020 to a trust affiliated with our co-founder, Chair, and former CEO, Dustin Moskovitz, cash generated from the sale of subscriptions to our platform, and financing activities including a private placement transaction with Mr. Moskovitz. We have generated losses from our operations as reflected in our accumulated deficit of $2,209.1$2,299.8 million as of AprilJuly 30,31, 2026.

As of AprilJuly 30,31, 2026, our principal sources of liquidity were cash, cash equivalents, and marketable securities of $424.6$339.9 million.

As of AprilJuly 30,31, 2026, under the November 2022 Senior Secured Credit Facility there was $50.0 million drawn and $38.1$36.9 million was outstanding under the term loan, no amounts outstanding under the revolving credit facility and an aggregate $21.7 million in letters of credit issued under the credit sub-facility. Our total available borrowing capacity under the revolving credit facility was $78.3 million as of AprilJuly 30,31, 2026.

On March 27, 2023, First Citizens BancShares, Inc. (“First Citizens”) announced that it had entered into an agreement to purchase assets and liabilities of SVB, inclusive of our November 2022 Senior Secured Credit Facility. We continue to have the ability to make additional borrowings under the November 2022 Senior Secured Credit Facility which is now held by SVB as a division of First Citizens.

In June 2024, our board of directors authorized a stock repurchase program of up to $150.0 million of our outstanding Class A common stock (the “Repurchase Program”). Repurchases are made on the open market, including via pre-set trading plans, in accordance with applicable securities laws. The Repurchase Program is funded using our working capital and was initially authorized through June 2025. The Repurchase Program does not obligate us to acquire any particular amount of Class A common stock, and the Repurchase Program may be suspended or discontinued at any time at our discretion. During the three and six months ended AprilJuly 30,31, 2026, we repurchased 7.4 million and 14.8 million shares of our outstanding Class A common stock for an aggregate purchase price of $45.0$51.5 million.million and $96.5 million, respectively. During the three and six months ended AprilJuly 30,31, 2025, we repurchased 1.02.0 million and 3.0 million shares of our outstanding Class A common stock for an aggregate purchase price of $15.6$27.8 million.million and $43.4 million, respectively. All shares of Class A common stock repurchased were retired. The Repurchase Program was later amended on May 30, 2025 to remove the original expiration date and authorize the repurchase of an additional $100.0 million of Class A common stock. The Repurchase Program was later amended on February 27, 2026 to authorize the repurchase of an additional $160.0 million of Class A common stock. As of AprilJuly 30,31, 2026, $154.5$102.9 million remained available for future stock repurchases under the Repurchase Program. The Repurchase Program, as amended, has no specified expiration date and will continue until the funds committed to the Repurchase Program are exhausted or such authorization is revoked by our board of directors. See Note 10.12. Stockholders’ Equity to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding stock repurchases.

A substantial source of our cash provided by operating activities is our customer billings for subscription to our platform. Deferred revenue consists of the unearned portion of billed fees for our subscriptions, which is included on our condensed consolidated balance sheets as a liability and is recorded as revenues over the term of the subscription agreement. As of AprilJuly 30,31, 2026, we had $323.1$350.7 million of deferred revenue, of which $322.9$350.3 million was recorded as a current liability. This deferred revenue will be recognized as revenues when all of the revenue recognition criteria are met.

We assess our liquidity primarily through our cash on hand as well as the projected timing of billings under contract with our paying customers and related collection cycles. We believe our current cash, cash equivalents, and marketable securities, andwhen amountsconsidering availablethe underexpiration of our November 2022 Senior Secured Credit FacilityFacility, will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our revenue growth rate, subscription renewal activity, billing frequency, our dollar-based-net-retention rate, the timing and extent of spending to support our research and development efforts, particularly for the introduction of new and enhanced products and features, including the integration of AI in our products, the performance of sales and marketing activities, costs associated with international expansion, additional capital expenditures to invest in existing and new office spaces, as well as increased general and administrative expenses to support being a publicly traded company. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We may seek to raise additional funds at any time through equity, equity-linked arrangements, and debt. If we are unable to raise additional capital when desired and at reasonable rates, our business, results of operations, and financial condition would be adversely affected. Additionally, cash from operations could also be affected by various risks and uncertainties in connection with the impact of an economic downturn or recession, significant market volatility in the global economy, timing and ability to collect payments from our customers and other risks detailed in Part II—Other Information, Item 1A. Risk Factors.

Net cash provided by operating activities of $40.2$86.3 million for the threesix months ended AprilJuly 30,31, 2026 reflects our net loss of $14.4$53.6 million, adjusted by non-cash items such as stock-based compensation expense of $36.3$92.6 million, amortization of deferred contract acquisition costs of $6.8$13.9 million, depreciation and amortization of $6.1$12.7 million, non-cash lease expense of $4.9$9.9 million, and provision for expected credit losses of $0.5$1.3 million, partially offset by net accretion of discount on marketable securities of $0.3$0.4 million, and net cash inflows of $0.3$9.7 million from changes in our operating assets and liabilities. The net cash inflows from changes in operating assets and liabilitiesliabilities, net of effects of business combinations primarily consisted of a $36.5$30.9 million decrease in accounts receivable and a $7.4$15.8 million increase in accountsdeferred payable.revenue resulting from increased billings for subscriptions. These amounts were partially offset by a $15.5 million decrease in accrued expenses and other liabilities primarily from accrued advertising expenses and accrued payroll liability, a $10.7 million decrease in deferred revenue resulting from decreased billings for subscriptions, a $10.1$17.1 million increase in prepaid expenses and other current assets related to an increase in deferred contract acquisition costs, a $6.4$12.5 million decrease in operating lease liabilities, a $3.5 million decrease in accounts payable, a $2.4 million decrease in accrued expenses and other liabilities, and a $0.9$1.5 million increase in other assets.

Net cash provided by operating activities of $6.8$46.6 million for the threesix months ended AprilJuly 30,31, 2025 reflects our net loss of $40.0$88.4 million, adjusted by non-cash items such as stock-based compensation expense of $48.2$110.3 million, amortization of deferred contract acquisition costs of $6.7$13.8 million, depreciation and amortization of $5.0$10.1 million, non-cash lease expense of $4.5$9.1 million, and provision for expected credit losses of $1.0$1.2 million, partially offset by net accretion of discount on marketable securities of $0.7$1.3 million, and net cash outflows of $17.9$8.3 million from changes in our operating assets and liabilities. The net cash outflows from changes in operating assets and liabilities primarily consisted of a $12.5 million decrease in deferred revenue resulting from decreased billings for subscriptions, a $8.8$20.2 million increase in prepaid expenses and other current assets related to an increase in deferred contract acquisition costs, a $7.4$12.2 million decrease in accrued expenses and other liabilities primarily from accrued advertising expenses and accrued payroll liabilities,liability, and a $5.4$11.1 million decrease in operating lease liabilities, a $1.7 million decrease in accounts payable, and a $0.7 million increase in other assets.liabilities. These amounts were partially offset by a $18.7$17.8 million decrease in accounts receivable.receivable, a $10.8 million increase in deferred revenue resulting from increased billings for subscriptions, a $6.3 million increase in accounts payable, and a $0.3 million decrease in other assets.

Net cash provided by investing activities of $4.2$29.3 million for the threesix months ended AprilJuly 30,31, 20252026 consisted of $41.0$133.6 million in sales of marketable securities and $61.0 million in maturities of marketable securities,securities. This was partially offset by $34.1$81.8 million in purchases of marketable securities, $2.1$71.6 million in cash paid for acquisition, net of acquired cash, $7.6 million in capitalized internal-use software costs, and $0.6$4.3 million in purchases of property and equipment.

Net cash used in financing activities of $41.9$94.1 million for the threesix months ended AprilJuly 30,31, 2026 consisted of $45.0$96.5 million in repurchases of Class A common stock and $2.5$3.8 million in repayment of term loan. This was partially offset by $4.9 million in proceeds from our employee stock purchase plan and $0.7$1.3 million in proceeds from the exercise of stock options.

Net cash used in financing activities of $5.5$36.1 million for the threesix months ended AprilJuly 30,31, 2025 consisted of $14.5$43.4 million in repurchases of Class A common stock.stock and $2.5 million in repayment of term loan. This was partially offset by $7.7 million in proceeds from our employee stock purchase plan and $1.3$2.1 million in proceeds from the exercise of stock options.

During the threesix months ended AprilJuly 30,31, 2026, there were no material changes in our contractual obligations and other commitments as disclosed in our Annual Report on Form 10-K filed with the SEC on March 13, 2026.

Except as noted below, there have been no changes to our critical accounting policies and estimates during the threesix months ended AprilJuly 30,31, 2026 as compared to those disclosed in our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in our Annual Report on Form 10-K filed with the SEC on March 13, 2026.