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

Rhea-AI Filing Summary

Astera Labs (ALAB) director and CEO Mohan Jitendra reported sales of common stock equal to 91,441 shares on 08/18/2025 at weighted-average prices near $183.8 and $183.17 per share. These sales were automatic "sell-to-cover" transactions to satisfy tax withholding on vested restricted stock units and were not discretionary trades by the reporting person. After the transactions the reporting person directly owned 2,170,877 shares. The filing also discloses multiple pools of indirectly owned shares held in various trusts and a living trust, each of which the reporting person disclaims beneficial ownership of except for any pecuniary interest.

Positive

• Sales were non-discretionary and executed solely to satisfy tax withholding obligations from vested RSUs, indicating routine compensation mechanics rather than voluntary liquidation by the insider
• Filing includes transparency—weighted-average prices given and offer to provide per-price trade breakdowns upon request

Negative

• Insider sold 91,441 shares (46,890 and 44,551) which reduced direct holdings to 2,170,877 shares, a change investors may note
• Significant indirect holdings are held across multiple trusts and the living trust, which the reporting person disclaims, potentially complicating assessment of true economic ownership

Insights

Securities Analyst

TL;DR: CEO sold 91,441 shares via mandatory sell-to-cover for tax withholding; direct ownership remains material and trusts hold additional indirect stakes.

The Form 4 records non-discretionary sales aggregating 91,441 common shares executed to satisfy tax withholding on vested RSUs. The reported weighted-average prices fall in a narrow range around $183 per share, with the filing noting sales occurred in multiple transactions. The reporting person retains 2,170,877 directly owned shares after the sales and reports several large indirect holdings held in trusts and a living trust. This disclosure aligns with routine equity compensation mechanics and shows compliance with Section 16 reporting obligations. For investors, the key point is the sales were attributable to tax withholding rather than a voluntary liquidation of shares.

Corporate Governance Expert

TL;DR: Transactions appear administrative and consistent with pre-authorized sell-to-cover rules; no indication of discretionary insider selling.

The filing explicitly states the issuer mandated a sell-to-cover election to satisfy tax withholding on vested restricted stock units, and the reporting person affirms the sales were not discretionary. The Form 4 also documents customary disclaimers regarding indirect holdings in multiple trusts. From a governance and disclosure perspective, the filing is complete in explaining the nature and mechanism of the transactions and commits to provide detailed per-price trade breakdowns on request, which supports transparency.

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^*

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)
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								4,280,002	I	By Living Trust(4)
Common Stock								699,999	I	By Trust(5)
Common Stock								700,000	I	By 2021 Trust 1(6)
Common Stock								700,000	I	By 2021 Trust 2(7)
Common Stock								450,001	I	By 2022 Trust 1(8)
Common Stock								450,001	I	By 2022 Trust 2(9)

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 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

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 did Mohan Jitendra report on Form 4 for Astera Labs (ALAB)?

He reported the sale of 91,441 common shares on 08/18/2025 processed as sell-to-cover transactions to satisfy tax withholding on vested RSUs.

Were the insider sales discretionary or mandatory?

The filing states the sales were automatic and mandated by the issuer's sell-to-cover election and do not represent discretionary trades by the reporting person.

What were the prices for the sold shares?

Weighted-average prices are reported: approximately $183.8342 (shares sold at $184.4400 to $183.4500) and $183.1698 (shares sold at $183.4400 to $182.8700).

How many shares does the reporting person own after the transactions?

Directly owned shares following the transactions: 2,170,877 shares.

Does the Form 4 disclose indirect holdings?

Yes. The filing lists multiple indirect holdings held in a living trust and several estate planning trusts with share amounts disclosed in the filing.