Astera Labs (ALAB) COO logs 94,971 shares sold to cover taxes

Rhea-AI Filing Summary

Astera Labs, Inc. President and COO Gajendra Sanjay reported open-market sales of 94,971 shares of common stock on February 17, 2026. The shares were sold at weighted-average prices between $122.1576 and $126.3400 per share.

According to the disclosure, these shares were required to be sold to satisfy tax withholding obligations tied to vesting and settlement of previously granted restricted stock units, under a pre-arranged “sell to cover” election, and do not represent discretionary trades by Sanjay.

After these sales, he holds 1,531,301 shares directly. Estate-planning trusts associated with him hold an additional 5,864,213 shares in Trust 1, 695,000 shares in Trust 2, and 695,000 shares in Trust 3, for which he disclaims beneficial ownership except for any pecuniary interest.

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^*

Gajendra Sanjay

(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)
	President and COO

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)		5,841	D	$122.1576(2)	1,620,431	D
Common Stock	02/17/2026		S(1)		33,647	D	$122.8444(3)	1,586,784	D
Common Stock	02/17/2026		S(1)		28,183	D	$123.9286(4)	1,558,601	D
Common Stock	02/17/2026		S(1)		18,115	D	$124.6572(5)	1,540,486	D
Common Stock	02/17/2026		S(1)		9,185	D	$126.34	1,531,301	D
Common Stock								5,864,213	I	By Trust 1(6)
Common Stock								695,000	I	By Trust 2(7)
Common Stock								695,000	I	By Trust 3(8)

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.

6. These shares are owned directly by an estate planning trust ("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 ("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.

8. These shares are owned directly by an estate planning trust ("Trust 3"). 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	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.
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FAQ

What insider transaction did Astera Labs (ALAB) report for Gajendra Sanjay?

Astera Labs (ALAB) reported that President and COO Gajendra Sanjay sold 94,971 common shares on February 17, 2026. The weighted-average sale prices ranged from about $122.1576 to $126.3400 per share in multiple open-market transactions disclosed in the Form 4.

Were Gajendra Sanjay’s Astera Labs (ALAB) share sales discretionary?

No, the sales were not discretionary. The disclosure states the 94,971 shares were automatically sold to satisfy tax withholding obligations from vesting restricted stock units, under a pre-selected “sell to cover” election made by Astera Labs, rather than by Sanjay’s trading decision.

How many Astera Labs (ALAB) shares does Gajendra Sanjay hold after the reported sale?

After the reported tax-withholding sales, Gajendra Sanjay directly holds 1,531,301 Astera Labs common shares. Estate-planning trusts associated with him hold an additional 5,864,213 shares in Trust 1 and 695,000 shares each in Trust 2 and Trust 3, which he reports with beneficial ownership disclaimers.

At what prices were Astera Labs (ALAB) shares sold in Gajendra Sanjay’s transaction?

The reported weighted-average sale prices ranged from $122.1576 to $126.3400 per share. Footnotes explain that individual trades occurred in narrower bands, including ranges from $122.1000 to $125.3200, with full price breakdowns available on request from Astera Labs or regulators.

What is the role of Trust 1, Trust 2, and Trust 3 in the Astera Labs (ALAB) Form 4?

Trust 1, Trust 2, and Trust 3 are estate-planning trusts that directly own Astera Labs common shares. Trust 1 holds 5,864,213 shares, while Trust 2 and Trust 3 each hold 695,000 shares. Sanjay disclaims beneficial ownership except for any pecuniary interest in these trusts.