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

Rhea-AI Filing Summary

Astera Labs insider Philip Mazzara, the company's General Counsel and Secretary, reported sales of company common stock on 08/18/2025. The sales were automatic "sell-to-cover" transactions to satisfy tax withholding on vested restricted stock units and were not discretionary trades. The filing shows two grouped sales: 3,710 shares at a weighted average price of $183.8344 and 3,527 shares at a weighted average price of $183.1696, with per-share sale price ranges disclosed in each footnote. The reported post-transaction beneficial ownership balances are 175,100 and 171,573 shares respectively as shown on the form.

Positive

• Sale was automatic to satisfy tax withholding on vested RSUs, indicating it was not a discretionary insider sale
• Weighted-average prices and price ranges disclosed, enhancing transparency for investors and regulators
• Reporting person is an officer and has filed the Form 4, showing compliance with Section 16 reporting requirements

Negative

• Insider disposed of shares (3,710 and 3,527 shares), which reduces the officer's direct holdings
• Form shows reduced beneficial ownership balances (reported as 175,100 and 171,573 shares following the transactions)

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sales by an officer; disclosed and non-discretionary, so limited governance concern.

The Form 4 documents mandatory "sell-to-cover" disposals tied to RSU vesting rather than voluntary market-timing by the reporting officer. This reduces the likelihood of insider trading concerns and demonstrates compliance with pre-established company tax-withholding procedures. The sizes—3,710 and 3,527 shares—are modest relative to typical officer holdings and are accompanied by weighted-average price ranges, which improves transpaency. No derivative transactions or additional plan-based trades are reported.

Securities Analyst

TL;DR: Impact appears neutral; small insider share sales for taxes, with full price ranges disclosed.

The transactions are explicitly described as automatic and mandated by the issuer's election to fund tax withholding via "sell-to-cover." The disclosure of weighted-average prices and ranges allows precise verification if requested. From an investor-materiality standpoint, there is no new operational or financial information—merely routine equity settlement activity—so the filing is unlikely to affect valuation or market view on its own.

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
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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^*

Mazzara Philip

(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)
	General Counsel and Secretary

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)		3,710	D	$183.8344(2)	175,100	D
Common Stock	08/18/2025		S(1)		3,527	D	$183.1696(3)	171,573	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)
				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.

Remarks:

	/s/ Philip Mazzara	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 did Astera Labs insider Philip Mazzara report on Form 4 (ALAB)?

He reported two "sell-to-cover" transactions on 08/18/2025 disposing of 3,710 and 3,527 shares to satisfy tax withholding on vested RSUs.

Were Philip Mazzara's sales discretionary trades?

No. The filing states the sales were automatic and mandated by the issuer's pre-election to satisfy tax withholding obligations.

What were the reported sale prices for the ALAB transactions?

The weighted-average prices were $183.8344 (range $184.4400–$183.4500) and $183.1696 (range $183.4400–$182.8700).

How many shares did Mazzara beneficially own after the reported transactions?

The Form 4 lists post-transaction beneficial ownership amounts of 175,100 and 171,573 shares as shown on the form.

Do these Form 4 entries include any derivative transactions?

No. Table II for derivative securities contains no reported transactions; only non-derivative common stock sales are shown.