ALAB Form 4: CEO’s Small 10b5-1 Sale Leaves Large Stake Intact

Rhea-AI Filing Summary

Astera Labs, Inc. (ALAB) has filed a Form 4 disclosing that Chief Executive Officer and Director Jitendra Mohan sold company stock on 9 and 10 July 2025 pursuant to a Rule 10b5-1 trading plan adopted 2 December 2024. In total, 18,264 common shares were sold through several estate-planning trusts at weighted-average prices of $100.0092 (6,982 shares on 7/09) and $102.4607 (11,282 shares on 7/10). Footnotes note price ranges of $100.00–$100.08 and $102.04–$103.14, respectively.

Following the transactions the trusts still hold a combined ≈7.6 million shares, while a separate direct holding of 2,262,318 shares is also reported, indicating that less than 1 % of Mohan’s beneficial ownership was divested. No derivative securities were involved, and the sales were executed automatically, limiting their informational content regarding future company prospects.

Positive

• CEO retains significant ownership of over 7.6 million shares after the transaction, indicating ongoing alignment with shareholder interests.

Negative

• Insider selling by the CEO, even if pre-planned and small, can be viewed as a mild negative sentiment indicator.

Insights

Senior Equity Analyst

TL;DR Minor, pre-planned CEO sale of 18.3 k ALAB shares; ownership still large, market impact likely negligible.

The CEO’s 18,264-share disposal represents a fractional reduction of his exposure (<1 % of reported holdings). Weighted-average execution prices around $101 demonstrate orderly liquidity and confidence in current valuation. Because the trades were executed under a 10b5-1 plan, they do not imply an active timing decision. Investors should therefore view the filing as routine rather than a signal of deteriorating fundamentals. Rating: Neutral.

Corporate Governance Specialist

TL;DR Governance-neutral event; transparent 10b5-1 sales, ample residual stake sustains alignment.

From a governance lens, the advance-adopted 10b5-1 plan mitigates concerns of opportunistic trading. The CEO’s continued beneficial ownership of more than 7 million shares preserves strong economic alignment with shareholders. No red flags such as option exercises or complex derivatives appear. Accordingly, the filing is not impactful for governance risk assessment.

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).

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^*

Mohan Jitendra

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

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	07/09/2025		S(1)		1,162	D	$100.0092(2)	4,341,058	I	By Living Trust(3)
Common Stock	07/09/2025		S(1)		1,164	D	$100.0092(2)	761,046	I	By Trust(4)
Common Stock	07/09/2025		S(1)		1,164	D	$100.0092(2)	761,053	I	By 2021 Trust 1(5)
Common Stock	07/09/2025		S(1)		1,164	D	$100.0092(2)	761,053	I	By 2021 Trust 2(6)
Common Stock	07/09/2025		S(1)		1,164	D	$100.0092(2)	511,054	I	By 2022 Trust 1(7)
Common Stock	07/09/2025		S(1)		1,164	D	$100.0092(2)	511,054	I	By 2022 Trust 2(8)
Common Stock	07/10/2025		S(1)		1,882	D	$102.4607(9)	4,339,176	I	By Living Trust(3)
Common Stock	07/10/2025		S(1)		1,880	D	$102.4607(9)	759,166	I	By Trust(4)
Common Stock	07/10/2025		S(1)		1,880	D	$102.4607(9)	759,173	I	By 2021 Trust 1(5)
Common Stock	07/10/2025		S(1)		1,880	D	$102.4607(9)	759,173	I	By 2021 Trust 2(6)
Common Stock	07/10/2025		S(1)		1,880	D	$102.4607(9)	509,174	I	By 2022 Trust 1(7)
Common Stock	07/10/2025		S(1)		1,880	D	$102.4607(9)	509,174	I	By 2022 Trust 2(8)
Common Stock								2,262,318	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. 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, 2024.

2. The price reported in Column 4 is a weighted average price of the aggregate number of shares sold. These shares were sold in multiple transactions in bulk with 6,982 shares sold at prices ranging from $100.0000 to $100.0800, 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 ranges set forth in this footnote.

3. These shares are owned directly by a living trust (the "Living 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.

4. These shares are owned directly by an estate planning trust (the "Trust"). 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 (the "2021 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.

6. These shares are owned directly by an estate planning trust (the "2021 Trust 2"), 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.

7. These shares are owned directly by an estate planning trust (the "2022 Trust 1"). 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.

8. These shares are owned directly by an estate planning trust (the "2022 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.

9. The price reported in Column 4 is a weighted average price of the aggregate number of shares sold. These shares were sold in multiple transactions in bulk with 10,909 shares sold at prices ranging from $102.0400 to $103.0350, inclusive, and 373 shares sold at a price of $103.1350. 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 ranges set forth in this footnote.

Remarks:

	/s/ Philip Mazzara, Attorney-in-Fact	07/11/2025
	** 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

How many Astera Labs (ALAB) shares did CEO Jitendra Mohan sell?

He sold 18,264 common shares on 9–10 July 2025.

At what prices were the ALAB shares sold?

Weighted-average prices were $100.0092 on 7/09 and $102.4607 on 7/10, within disclosed ranges of $100.00–$103.14.

Was the sale executed under a 10b5-1 trading plan?

Yes. The Form 4 states the trades occurred automatically under a Rule 10b5-1 plan adopted on 2 December 2024.

How many ALAB shares does the CEO still own after the sale?

The filing shows approximately 7.6 million shares held through various trusts plus 2,262,318 shares held directly.

Did the Form 4 report any derivative transactions?

No. Table II shows zero activity in derivative securities.