Astera Labs grants Amazon warrant tied to $6.5B spend

Astera Labs, Inc. entered into a Transaction Agreement with Amazon.com, Inc. and issued a Warrant to Amazon.com NV Investment Holdings LLC for up to 3,262,299 shares of common stock at an exercise price of $142.82 per share.

Rhea-AI Filing Summary

Astera Labs, Inc. entered into a Transaction Agreement with Amazon.com, Inc. and issued a Warrant to Amazon.com NV Investment Holdings LLC for up to 3,262,299 shares of common stock at an exercise price of $142.82 per share. The Warrant runs through February 5, 2033 and allows cashless exercise.

Shares under the Warrant vest based on performance conditions tied to specified payment tranches of up to $6.5 billion for Astera Labs’ smart fabric switch, signal conditioning, and optical engine products purchased by Amazon and its affiliates. The deal includes customary anti-dilution adjustments, registration rights, and transfer restrictions, and was structured as an unregistered private offering under Section 4(a)(2) of the Securities Act.

Insights

Equity & Strategic Partnerships Analyst

Astera links potential Amazon warrant ownership to up to $6.5B in product purchases.

The Warrant grants Amazon.com NV Investment Holdings LLC rights to acquire up to 3,262,299 Astera Labs common shares at an exercise price of $142.82 per share, exercisable through February 5, 2033. Vesting is tied to performance, specifically payment tranches for purchases of Astera’s smart fabric switch, signal conditioning, and optical engine products up to $6.5 billion.

This structure connects potential equity ownership to the commercial scale of Amazon’s and its affiliates’ purchases, aligning incentives between a major customer and Astera Labs. The Warrant includes customary anti-dilution adjustments, cashless exercise, registration rights, and transfer restrictions, while explicitly withholding voting and other shareholder rights until exercise. Actual impact will depend on the level of qualifying purchases and subsequent exercise decisions over the warrant term.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Astera Labs (ALAB) announce in its latest 8-K filing?

Astera Labs entered a Transaction Agreement with Amazon.com and issued a performance-based Warrant to Amazon.com NV Investment Holdings LLC. The Warrant covers up to 3,262,299 common shares at $142.82 per share, tied to product purchase milestones up to $6.5 billion.

How many Astera Labs (ALAB) shares are covered by the new Amazon warrant?

The Warrant allows Amazon.com NV Investment Holdings LLC to acquire up to 3,262,299 Astera Labs common shares. These potential shares vest only as specified performance conditions are met, based on payment tranches for qualifying purchases by Amazon and its affiliates.

What is the exercise price and term of the Astera Labs (ALAB) Amazon warrant?

The Warrant has an exercise price of $142.82 per Astera Labs common share and an exercise period through February 5, 2033. It also permits cashless exercise, subject to the vesting conditions and other terms set out in the Warrant Agreement.

What performance conditions determine vesting of Amazon’s Astera Labs (ALAB) warrant?

Warrant Shares vest upon achieving performance conditions based on specified payment tranches. These payments, up to a total of $6.5 billion, relate to Amazon and its affiliates purchasing Astera Labs’ smart fabric switch, signal conditioning, and optical engine products, as detailed in the Warrant.

Does Amazon have voting rights from the Astera Labs (ALAB) warrant before exercise?

No. As long as the Warrant remains unexercised, it does not give the Warrantholder any voting rights or other shareholder rights. Such rights would arise only if and when Warrant Shares are actually exercised and issued under the agreement.

How was the Astera Labs (ALAB) warrant to Amazon issued under securities laws?

Astera Labs states that the Warrant and related Warrant Shares were issued without registration under the Securities Act. The company believes the transaction qualifies for an exemption under Section 4(a)(2), and customary restrictive legends will be affixed to the securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/10/2026 - 04:03 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2026

Astera Labs, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41979	82-3437062
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2345 North First Street,

San Jose, CA 95131

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 766-3806

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ALAB		Nasdaq Global Select Market

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

Emerging growth company x

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

Item 1.01 Entry into a Material Definitive Agreement.

On February 5, 2026, Astera Labs, Inc. (the “Company”) and Amazon.com, Inc. (“Parent”) entered into a Transaction Agreement (the “Transaction Agreement”) and the Company entered into a Warrant Agreement with Amazon.com NV Investment Holdings LLC (“Warrantholder”), to acquire up to an aggregate of 3,262,299 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”) at an exercise price of $142.82 per share (the “Warrant”). The Parent is a customer of the Company and holds a warrant issued in October 2022, as amended in October 2023.

The Warrant allows for cashless exercise and has an exercise period through February 5, 2033. Warrant Shares vest upon the achievement of performance conditions, comprised of specified tranches of payments (as specified in the Warrant) by or on behalf of the Parent and its affiliates, for the purchase up to a total of $6.5 billion, of our smart fabric switch products, signal conditioning products and optical engine products.

The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments. Upon the consummation of certain delineated transactions (as defined in the Warrant), subject to certain exceptions, the unvested portion of the Warrant will vest in full. So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or any other shareholder rights. The Transaction Agreement contains customary registration rights with respect to the Warrant, representations and warranties and covenants of the Company and Parent, and certain restrictions on the Warrantholder’s ability to transfer the Warrant and the Warrant Shares.

The issuance of the Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities law. The Company believes that the transaction is exempt from registration under Section 4(a)(2) of the Securities Act, and customary legends will be affixed to the Warrant and the Warrant Shares. 

The foregoing summaries of the Warrant and the Transaction Agreement are qualified in their entirety by reference to the complete text of the Warrant, which is filed as Exhibit 4.1 hereto, and the Transaction Agreement, which is filed as Exhibit 10.1 hereto, each of which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Warrant is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits. 

Exhibit No.		Description
4.1		Warrant Agreement with Amazon.com NV Investment Holdings, LLC, dated February 5, 2026*
10.1		Transaction Agreement, dated as of February 5, 2026, by and between the Company and Amazon, Inc.*
104		Cover Page Interactive Data File (formatted as Inline XBRL)
* Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

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

Date:   February 10, 2026	Astera Labs, Inc.
		By:	/s/ Philip Mazzara
		Name: Philip Mazzara
		Title: General Counsel and Secretary

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 304.6 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 132.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB