Astera Labs (NASDAQ: ALAB) counsel sells shares to cover taxes

Rhea-AI Filing Summary

Astera Labs, Inc. General Counsel and Secretary Philip Mazzara reported automatic sales of 4,849 shares of common stock on February 17, 2026. The Form 4 notes these open-market sales were made solely to cover tax withholding obligations from vesting restricted stock units. After these transactions, he directly held 138,084 shares of common stock.

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

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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)
02/17/2026

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	02/17/2026		S(1)		309	D	$122.1556(2)	142,624	D
Common Stock	02/17/2026		S(1)		1,713	D	$122.8446(3)	140,911	D
Common Stock	02/17/2026		S(1)		1,435	D	$123.9289(4)	139,476	D
Common Stock	02/17/2026		S(1)		923	D	$124.6558(5)	138,553	D
Common Stock	02/17/2026		S(1)		469	D	$126.34	138,084	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 $122.1000 to $122.2800, 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 $122.3200 to $123.3000, 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $123.3300 to $124.3200, 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 $124.3500 to $125.3200, 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	02/19/2026
	** 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 (ALAB) insider Philip Mazzara report on this Form 4?

Philip Mazzara reported selling 4,849 shares of Astera Labs common stock on February 17, 2026. According to the filing, these were open-market sales tied to tax withholding on vested restricted stock units, not discretionary trading.

Were the Astera Labs (ALAB) insider sales discretionary trades?

The filing states the sales were not discretionary. Shares were sold automatically under a company election to use a "sell to cover" method, satisfying tax withholding obligations from the vesting and settlement of restricted stock units granted to Philip Mazzara.

How many Astera Labs (ALAB) shares does Philip Mazzara hold after the reported sales?

After the reported transactions, Philip Mazzara directly holds 138,084 shares of Astera Labs common stock. The Form 4 shows his ownership declining through several sales executed the same day, each reported with updated shares following transaction figures.

At what prices were the Astera Labs (ALAB) shares sold in this Form 4?

The Form 4 reports weighted average prices per lot, with underlying trades ranging from $122.10 to $125.32 per share. The footnotes explain shares were sold in multiple transactions within these price ranges on the transaction date.

Why were multiple sale entries reported for Astera Labs (ALAB) on the same date?

Multiple entries reflect several open-market sale transactions, each with different weighted average prices and share amounts. All occurred on February 17, 2026, and together represent the total 4,849 shares sold to fund tax withholding obligations.