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

Rhea-AI Filing Summary

Michael Truett Tate, Chief Financial Officer and Director of Astera Labs, Inc. (ALAB), reported routine insider transactions on Form 4. On 08/18/2025 he had automatic "sell-to-cover" sales of restricted stock units to satisfy tax withholding, selling 9,668 shares at a weighted-average price of $183.8343 and 9,193 shares at a weighted-average price of $183.1692. After those sales his direct beneficial ownership totals reported are 268,705 and 259,512 shares respectively. On 08/19/2025 he transferred 55,785 shares to the Tate 1997 Living Trust for no consideration and reported corresponding entries showing 203,727 shares held directly and 457,281 shares indirectly by the trust. The filing notes the transfers were non-discretionary sell-to-cover and the trustee disclaims beneficial ownership except for any pecuniary interest.

Positive

• Transparent disclosure of weighted-average sale prices and explicit explanation that sales were mandatory sell-to-cover for tax withholding.
• Timely compliance with Section 16 reporting via Form 4 and inclusion of ownership disclaimers regarding the trust.
• Detailed footnotes provide price ranges and offer to supply further breakdowns on request, aiding auditability.

Negative

• Reduction in direct holdings following sales and the transfer to the Tate Trust, which may reduce the reporting person’s direct share control.
• Limited context on whether the trust transfer affects voting power or future disposition, beyond a standard disclaimer.

Insights

Corporate Governance Expert

TL;DR: Routine compliance filing showing automated tax-related sales and a non‑cash transfer to a family trust; no red flags disclosed.

The Form 4 documents standard post-vesting mechanics: mandated sell-to-cover transactions to satisfy tax withholding and a contemporaneous transfer of shares into a revocable living trust for estate or administrative purposes. Transactions are disclosed with weighted-average sale prices and an explicit disclaimer of beneficial ownership regarding the trust position. From a governance perspective the filing demonstrates timely disclosure and adherence to Section 16 reporting requirements.

Executive Compensation/Tax Analyst

TL;DR: Sales were automatic to cover tax obligations; transfer to a trust was a non‑cash estate planning move, not a market-timed disposition.

The sales are labeled as mandatory "sell-to-cover" tied to RSU settlement, with price ranges provided, which indicates these were liquidity actions for tax purposes rather than voluntary trading. The transfer of 55,785 shares to the Tate Trust for no consideration is consistent with estate planning or asset titling and is accompanied by a standard beneficial ownership disclaimer. There is sufficient granularity (prices ranges, counts) to reconcile the post-transaction holdings reported.

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^*

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)
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)		9,668	D	$183.8343(2)	268,705	D
Common Stock	08/18/2025		S(1)		9,193	D	$183.1692(3)	259,512	D
Common Stock	08/19/2025		G(4)		55,785	D	$0	203,727	D
Common Stock	08/19/2025		G(4)		55,785	A	$0	457,281	I	By Tate Trust(5)

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. On August 19, 2025, the Reporting Person transferred 55,785 shares of Issuer Common Stock to Tate 1997 Living Trust Dated April 24, 1997 (the "Tate Trust") for no consideration.

5. These shares are owned directly by 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	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.

FAQ

What transactions did Michael Truett Tate report on ALAB Form 4?

He reported automatic "sell-to-cover" sales on 08/18/2025 totaling 18,861 shares (9,668 and 9,193) and a transfer of 55,785 shares to the Tate 1997 Living Trust on 08/19/2025.

Why were shares sold by the reporting person on ALAB Form 4?

The filing states the sales were mandatory "sell-to-cover" transactions to satisfy tax withholding obligations in connection with RSU vesting; they were not discretionary trades.

At what prices were the ALAB shares sold?

The filing reports weighted-average prices of $183.8343 (range $184.4400 to $183.4500) and $183.1692 (range $183.4400 to $182.8700).

What is the effect of the transfer to the Tate 1997 Living Trust?

The filing shows 55,785 shares transferred to the trust for no consideration; those shares are reported as indirectly owned by the trust and the reporting person disclaims beneficial ownership except for any pecuniary interest.

Who signed the Form 4 filing for Michael Truett Tate?

The Form 4 was signed by Philip Mazzara, Attorney-in-Fact on 08/20/2025.