Astera Labs (NASDAQ: ALAB) COO’s trusts sell 280k pre-planned shares

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Astera Labs, Inc. director and President & COO Gajendra Sanjay reported pre-planned sales of common stock tied to his estate planning trusts. On May 19, 2026, three trusts labeled Trust 1, Trust 2, and Trust 3 sold a combined 280,000 shares of Astera Labs common stock in open-market transactions.

The sales were executed automatically under a Rule 10b5-1 trading plan adopted by Sanjay on December 2, 2025. Reported weighted average sale prices ranged from about $248.40 to $251.80 per share. Following these transactions, Trust 1 held 5,561,374 shares, Trust 2 held 615,000 shares, and Trust 3 held 615,000 shares, while Sanjay also held 1,435,857 shares directly.

Insider Trade Summary 10b5-1

Net Seller: 280,000 shares ($69,774,014)

Net Sell 7 txns

Insider Gajendra Sanjay

Role President and COO

Sold 280,000 shs ($69.77M)

Type	Security	Shares	Price	Value
Sale	Common Stock	102,839	$248.9125	$25.60M
Sale	Common Stock	76,702	$249.7914	$19.16M
Sale	Common Stock	17,847	$250.7461	$4.48M
Sale	Common Stock	2,612	$251.5436	$657K
Sale	Common Stock	40,000	$248.6176	$9.94M
Sale	Common Stock	40,000	$248.495	$9.94M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 5,561,374 shares (Indirect, By Trust 1); Common Stock — 1,435,857 shares (Direct, null)

Footnotes (1)

The sales reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $248.4000 to $249.3950, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. These shares are owned directly by an estate planning trust ("Trust 1"), of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $249.4000 to $250.3900, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $250.4000 to $251.2300, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $251.4100 to $251.8000, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $248.4000 to $249.1200, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. These shares are owned directly by an estate planning trust ("Trust 2"). The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are owned directly by an estate planning trust ("Trust 3"). The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Key Figures

Common shares sold: 280,000 shares Trust 1 sale block: 102,839 shares at $248.9125 Trust 2 sale block: 40,000 shares at $248.6176 +5 more

8 metrics

Common shares sold 280,000 shares Net sales on May 19, 2026 by estate planning trusts

Trust 1 sale block 102,839 shares at $248.9125 Open-market sale on May 19, 2026; Trust 1

Trust 2 sale block 40,000 shares at $248.6176 Open-market sale on May 19, 2026; Trust 2

Trust 3 sale block 40,000 shares at $248.4950 Open-market sale on May 19, 2026; Trust 3

Trust 1 post-sale holding 5,561,374 shares Common stock held by Trust 1 after May 19, 2026

Trust 2 post-sale holding 615,000 shares Common stock held by Trust 2 after May 19, 2026

Trust 3 post-sale holding 615,000 shares Common stock held by Trust 3 after May 19, 2026

Direct holding 1,435,857 shares Common stock directly owned by Gajendra Sanjay

Key Terms

Rule 10b5-1 trading plan, weighted average price, estate planning trust, beneficial ownership, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions..."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

estate planning trust financial

"These shares are owned directly by an estate planning trust ("Trust 1"), of which the Reporting Person is a trustee."

beneficial ownership regulatory

"The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Section 16 regulatory

"…the beneficial owner of these securities for purposes of Section 16 or for any other purpose."

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 08:02 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gajendra Sanjay

(Last)

(First)

(Middle)

C/O ASTERA LABS, INC.

2345 NORTH FIRST STREET

(Street)

SAN JOSE

CALIFORNIA

95131

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Astera Labs, Inc. [ ALAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2026		S⁽¹⁾		102,839	D	$248.9125⁽²⁾	5,561,374	I	By Trust 1⁽³⁾
Common Stock	05/19/2026		S⁽¹⁾		76,702	D	$249.7914⁽⁴⁾	5,484,672	I	By Trust 1⁽³⁾
Common Stock	05/19/2026		S⁽¹⁾		17,847	D	$250.7461⁽⁵⁾	5,466,825	I	By Trust 1⁽³⁾
Common Stock	05/19/2026		S⁽¹⁾		2,612	D	$251.5436⁽⁶⁾	5,464,213	I	By Trust 1⁽³⁾
Common Stock	05/19/2026		S⁽¹⁾		40,000	D	$248.6176⁽⁷⁾	615,000	I	By Trust 2⁽⁸⁾
Common Stock	05/19/2026		S⁽¹⁾		40,000	D	$248.495⁽⁷⁾	615,000	I	By Trust 3⁽⁹⁾
Common Stock								1,435,857	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $248.4000 to $249.3950, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. These shares are owned directly by an estate planning trust ("Trust 1"), of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $249.4000 to $250.3900, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $250.4000 to $251.2300, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $251.4100 to $251.8000, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $248.4000 to $249.1200, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. These shares are owned directly by an estate planning trust ("Trust 2"). The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

9. These shares are owned directly by an estate planning trust ("Trust 3"). The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Philip Mazzara, Attorney-in-Fact	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Astera Labs (ALAB) report for Gajendra Sanjay?

Astera Labs reported that trusts associated with President and COO Gajendra Sanjay sold 280,000 common shares on May 19, 2026. The transactions were open-market sales executed under a pre-established Rule 10b5-1 trading plan adopted on December 2, 2025.

How many Astera Labs (ALAB) shares were sold in the latest Form 4 filing?

The Form 4 shows that a total of 280,000 Astera Labs common shares were sold by three estate planning trusts. Individual transactions ranged from 2,612 to 102,839 shares, all recorded as open-market sales on May 19, 2026 at weighted average prices near $248–$252.

At what prices were the Astera Labs (ALAB) shares sold by the trusts?

The reported weighted average sale prices ranged roughly from $248.40 to $251.80 per share. Each sale involved multiple trades within specified price ranges, and the reporting person undertook to provide detailed trade breakdowns upon request to the issuer, shareholders, or SEC staff.

Were the Astera Labs (ALAB) insider sales made under a Rule 10b5-1 plan?

Yes. The filing states that the sales occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2025. Such plans pre-schedule trades, which can make transaction timing more routine rather than discretionary.

How many Astera Labs (ALAB) shares remain in the trusts after the sales?

After the May 19, 2026 sales, Trust 1 held 5,561,374 Astera Labs shares, while Trust 2 and Trust 3 each held 615,000 shares. These balances reflect the post-transaction holdings for the respective estate planning trusts referenced in the Form 4 footnotes.

What are Gajendra Sanjay’s direct Astera Labs (ALAB) holdings after these transactions?

The Form 4 includes a holding line showing that Gajendra Sanjay directly owns 1,435,857 Astera Labs common shares after the reported date. This direct position is separate from the shares held by the estate planning trusts that executed the open-market sales.