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[Form 4] Astera Labs, Inc. Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Astera Labs, Inc. estate planning trusts reported sizeable planned share sales. On May 7, 2026, trusts associated with President and COO Gajendra Sanjay sold a total of 230,639 shares of Astera Labs common stock in a series of open-market transactions under a pre-arranged Rule 10b5-1 trading plan adopted on December 2, 2025. Individual blocks were sold at prices including $198.8237 and $213.49 per share. After these sales, one estate planning trust (Trust 1) reported holding 5,859,488 shares, while a second trust (Trust 2) reported holding 694,055 shares. The filing states that Sanjay disclaims beneficial ownership of these trust-held securities except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Pre-planned trust sales reduce insider exposure but follow a Rule 10b5-1 plan.

Estate planning trusts linked to Astera Labs President and COO Gajendra Sanjay sold 230,639 shares of common stock in 22 open-market trades on May 7, 2026. The transactions occurred automatically under a Rule 10b5-1 trading plan adopted on December 2, 2025, indicating they were pre-scheduled rather than timed discretionarily.

The filing notes these shares are held by Trust 1 and Trust 2, with Sanjay disclaiming beneficial ownership beyond any pecuniary interest. Following the sales, Trust 1 held 5,859,488 shares and Trust 2 held 694,055 shares, so the trusts retain substantial positions. As a result, this appears as a routine diversification and estate-planning step rather than a wholesale exit.

Insider Gajendra Sanjay
Role President and COO
Sold 230,639 shs ($45.72M)
Type Security Shares Price Value
Sale Common Stock 4,725 $193.0138 $912K
Sale Common Stock 11,436 $193.9541 $2.22M
Sale Common Stock 15,523 $194.9112 $3.03M
Sale Common Stock 28,387 $195.7393 $5.56M
Sale Common Stock 4,568 $196.9382 $900K
Sale Common Stock 45,536 $198.2063 $9.03M
Sale Common Stock 43,016 $198.8236 $8.55M
Sale Common Stock 10,913 $199.8988 $2.18M
Sale Common Stock 9,016 $200.8613 $1.81M
Sale Common Stock 8,477 $202.0899 $1.71M
Sale Common Stock 8,208 $202.8939 $1.67M
Sale Common Stock 2,702 $203.8931 $551K
Sale Common Stock 2,915 $205.2626 $598K
Sale Common Stock 1,163 $205.9391 $240K
Sale Common Stock 3,415 $213.49 $729K
Sale Common Stock 945 $193.0137 $182K
Sale Common Stock 2,288 $193.9542 $444K
Sale Common Stock 3,104 $194.9113 $605K
Sale Common Stock 5,677 $195.7392 $1.11M
Sale Common Stock 914 $196.938 $180K
Sale Common Stock 9,108 $198.2063 $1.81M
Sale Common Stock 8,603 $198.8237 $1.71M
Holdings After Transaction: Common Stock — 5,859,488 shares (Indirect, By Trust 1)
Footnotes (1)
  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 $192.4400 to $193.4300, 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 $193.4500 to $194.4400, 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 $194.4500 to $195.4400, 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 $195.4500 to $196.4100, 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 $196.4500 to $197.4400, 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 $197.4500 to $198.4400, 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 $198.4500 to $199.4300, 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 $199.4500 to $200.4300, 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 $200.4500 to $201.4400, 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 $201.4600 to $202.4300, 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 $202.5000 to $203.4700, 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 $203.5000 to $204.4200, 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 $204.5000 to $205.4000, 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 $205.5000 to $206.0000, 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $195.4500 to $196.4000, 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.
Shares sold 230,639 shares Total common stock sold on May 7, 2026 by trusts
Number of sale transactions 22 transactions Open-market sales of common stock on May 7, 2026
Example sale price $198.8237 per share One reported open-market sale price for common stock
Highest listed transaction price $213.49 per share A reported sale price for common stock by Trust 1
Trust 1 holdings after sales 5,859,488 shares Common stock held indirectly by Trust 1 post-transaction
Trust 2 holdings after sales 694,055 shares Common stock held indirectly by Trust 2 post-transaction
Rule 10b5-1 trading plan regulatory
"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.
estate planning trust financial
"These shares are owned directly by an estate planning trust ("Trust 1")"
weighted average price financial
"The price reported in Column 4 is a weighted average price."
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.
pecuniary interest financial
"disclaims beneficial ownership... except to the extent, if any, of his pecuniary interest"
beneficial ownership regulatory
"disclaims beneficial ownership of these securities, except to the extent"
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
X
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/07/2026S(1)4,725D$193.0138(2)5,859,488IBy Trust 1(3)
Common Stock05/07/2026S(1)11,436D$193.9541(4)5,848,052IBy Trust 1(3)
Common Stock05/07/2026S(1)15,523D$194.9112(5)5,832,529IBy Trust 1(3)
Common Stock05/07/2026S(1)28,387D$195.7393(6)5,804,142IBy Trust 1(3)
Common Stock05/07/2026S(1)4,568D$196.9382(7)5,799,574IBy Trust 1(3)
Common Stock05/07/2026S(1)45,536D$198.2063(8)5,754,038IBy Trust 1(3)
Common Stock05/07/2026S(1)43,016D$198.8236(9)5,711,022IBy Trust 1(3)
Common Stock05/07/2026S(1)10,913D$199.8988(10)5,700,109IBy Trust 1(3)
Common Stock05/07/2026S(1)9,016D$200.8613(11)5,691,093IBy Trust 1(3)
Common Stock05/07/2026S(1)8,477D$202.0899(12)5,682,616IBy Trust 1(3)
Common Stock05/07/2026S(1)8,208D$202.8939(13)5,674,408IBy Trust 1(3)
Common Stock05/07/2026S(1)2,702D$203.8931(14)5,671,706IBy Trust 1(3)
Common Stock05/07/2026S(1)2,915D$205.2626(15)5,668,791IBy Trust 1(3)
Common Stock05/07/2026S(1)1,163D$205.9391(16)5,667,628IBy Trust 1(3)
Common Stock05/07/2026S(1)3,415D$213.495,664,213IBy Trust 1(3)
Common Stock05/07/2026S(1)945D$193.0137(2)694,055IBy Trust 2(17)
Common Stock05/07/2026S(1)2,288D$193.9542(4)691,767IBy Trust 2(17)
Common Stock05/07/2026S(1)3,104D$194.9113(5)688,663IBy Trust 2(17)
Common Stock05/07/2026S(1)5,677D$195.7392(18)682,986IBy Trust 2(17)
Common Stock05/07/2026S(1)914D$196.938(7)682,072IBy Trust 2(17)
Common Stock05/07/2026S(1)9,108D$198.2063(8)672,964IBy Trust 2(17)
Common Stock05/07/2026S(1)8,603D$198.8237(9)664,361IBy Trust 2(17)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 $192.4400 to $193.4300, 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 $193.4500 to $194.4400, 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 $194.4500 to $195.4400, 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 $195.4500 to $196.4100, 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 $196.4500 to $197.4400, 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $197.4500 to $198.4400, 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.
9. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $198.4500 to $199.4300, 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.
10. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $199.4500 to $200.4300, 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.
11. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $200.4500 to $201.4400, 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.
12. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $201.4600 to $202.4300, 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.
13. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $202.5000 to $203.4700, 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.
14. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $203.5000 to $204.4200, 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.
15. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $204.5000 to $205.4000, 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.
16. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $205.5000 to $206.0000, 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.
17. 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.
18. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $195.4500 to $196.4000, 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.
Remarks:
This Form 4 is being filed in two parts due to the limitations of the U.S. Securities and Exchange Commission EDGAR filing system. Part 1 of 2.
/s/ Philip Mazzara, Attorney-in-Fact05/11/2026
** Signature of Reporting PersonDate
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