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

Rhea-AI Filing Summary

Gajendra Sanjay, President and COO and a director of Astera Labs, Inc. (ALAB), reported automatic sales on 08/18/2025 to satisfy tax withholding related to the vesting and settlement of previously granted restricted stock units. The reporting shows two automated sell-to-cover transactions totaling 91,441 shares sold at weighted average prices of $183.8342 and $183.1698. These sales were mandated by an issuer election and are described as non-discretionary. After the transactions the filing lists 2,215,428 and 2,170,877 shares reported as directly owned (per line items), and additional indirect holdings through estate planning trusts totaling 6,915,545 shares across three trusts. The Form 4 was signed by an attorney-in-fact on 08/20/2025.

Positive

• Transactions were non-discretionary sell-to-cover sales tied to RSU tax withholding, reducing inference of voluntary insider selling
• Filing discloses detailed weighted-average price ranges and offers to provide per-price execution details on request, supporting transparency
• Reporting person retains substantial equity through direct holdings and three estate planning trusts, indicating alignment with shareholders

Negative

• Direct holdings were reduced by 91,441 shares due to the sell-to-cover transactions
• Large portion of shares held indirectly in trusts where the reporting person disclaims beneficial ownership, which may limit clarity on voting/control intentions

Insights

Securities Analyst

TL;DR: Non-discretionary sell-to-cover for RSU tax withholding; insider retains substantial direct and indirect holdings.

These transactions are routine tax-withholding sales tied to RSU vesting and were executed under an issuer-mandated sell-to-cover arrangement, so they do not indicate voluntary liquidation by the insider. Total shares sold equal 91,441, with weighted-average prices reported in two ranges around $183. The filing also discloses material indirect holdings via three trusts totaling 6,915,545 shares, which combined with direct holdings indicate the reporting person retains a significant economic stake. For market impact, the sales are specified as automatic and not discretionary, reducing the informational significance of the trades.

Corporate Governance Expert

TL;DR: Disclosure is standard and transparent; vesting-related sell-to-cover reduces shares but maintains large insider alignment.

The Form 4 clearly explains the nature of the transactions as mandated tax-withholding sales from RSU vesting and provides weighted-average price ranges for the executed trades. The reporting person disclaims beneficial ownership of certain trust-held shares except for any pecuniary interest, which is standard trust language. The filing demonstrates compliance with Section 16 reporting requirements and shows continued alignment of the executive with shareholders through substantial retained holdings.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S(1)		46,890	D	$183.8342(2)	2,215,428	D
Common Stock	08/18/2025		S(1)		44,551	D	$183.1698(3)	2,170,877	D
Common Stock								5,525,545	I	By Trust 1(4)
Common Stock								695,000	I	By Trust 2(5)
Common Stock								695,000	I	By Trust 3(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 $184.4400 to $183.4500, 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 $183.4400 to $182.8700, 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. 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.

5. 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.

6. 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	08/20/2025
	** 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.