Astera Labs (ALAB) CFO automatic tax sale of 12,001 shares

Rhea-AI Filing Summary

Astera Labs, Inc. Chief Financial Officer Michael Truett reported automatic sales of 12,001 shares of common stock on February 17, 2026 to satisfy tax withholding from vested restricted stock units under a pre-arranged sell-to-cover election. Sale prices ranged around $122–$126 per share. Truett continues to hold 192,083 shares directly, while 450,281 additional shares are held by the Tate 1997 Living Trust, for which he disclaims beneficial ownership except for any pecuniary interest.

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

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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^*

Tate Michael Truett

(Last) (First) (Middle)

C/O ASTERA LABS, INC.

2345 NORTH FIRST STREET

(Street)

SAN JOSE CA 95131

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		S(1)		753	D	$122.1569(2)	203,331	D
Common Stock	02/17/2026		S(1)		4,250	D	$122.8438(3)	199,081	D
Common Stock	02/17/2026		S(1)		3,556	D	$123.9286(4)	195,525	D
Common Stock	02/17/2026		S(1)		2,281	D	$124.6573(5)	193,244	D
Common Stock	02/17/2026		S(1)		1,161	D	$126.34	192,083	D
Common Stock								450,281	I	By Tate Trust(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of the Issuer's Common Stock required to be sold by the Reporting Person to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units previously granted to the Reporting Person. Such sales were automatic and mandated by an election of the Issuer made in advance of the vesting event to require the satisfaction of tax withholding obligations to be funded by a "sell to cover", and does not represent a discretionary trade by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $122.1000 to $122.2800, 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $122.3200 to $123.3000, 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.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $123.3300 to $124.3200, 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 $124.3500 to $125.3200, 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. These shares are owned directly by the Tate 1997 Living Trust Dated April 24, 1997 (the "Tate Trust"), 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.

Remarks:

	/s/ Philip Mazzara, Attorney-in-Fact	02/19/2026
	** 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.
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FAQ

What insider transaction did Astera Labs (ALAB) report for its CFO?

Astera Labs reported that CFO Michael Truett sold 12,001 common shares on February 17, 2026. The sales were automatic to cover tax withholding from vested restricted stock units, rather than discretionary open-market selling by the executive.

At what prices did the Astera Labs CFO’s Form 4 share sales occur?

The reported sales occurred at weighted average prices generally between about $122 and $126 per share. Several transactions involved multiple trades within narrow price ranges, with detailed breakdowns available upon request from the company, its security holders, or SEC staff.

Why did Astera Labs CFO Michael Truett sell 12,001 shares according to the Form 4?

The Form 4 states the 12,001 shares were sold to satisfy tax withholding obligations tied to vesting and settlement of previously granted restricted stock units. The company had elected in advance to fund these tax obligations through automatic “sell to cover” transactions.

How many Astera Labs shares does the CFO hold after the reported sales?

After the reported tax-related sales, CFO Michael Truett directly holds 192,083 shares of Astera Labs common stock. The filing also notes additional shares held by the Tate 1997 Living Trust, which are reported separately as indirect ownership with a beneficial ownership disclaimer.

What is the Tate 1997 Living Trust’s role in Astera Labs share ownership?

The Form 4 shows 450,281 Astera Labs shares held by the Tate 1997 Living Trust, where Michael Truett serves as trustee. He disclaims beneficial ownership of these trust-held securities except for any pecuniary interest, and notes the filing does not admit beneficial ownership for Section 16 purposes.

Were the Astera Labs CFO’s reported stock sales discretionary trades?

The filing specifies the sales were not discretionary trades by the CFO. They were automatic transactions mandated under an issuer election requiring tax withholding obligations from restricted stock unit vesting to be funded through pre-arranged “sell to cover” stock sales.