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

Rhea-AI Filing Summary

Astera Labs, Inc. (ALAB) – Form 4 insider transaction filed 07/11/2025

President, COO and Director Sanjay Gajendra reported the sale of 165,000 ALAB common shares on 07/09/2025 through three estate-planning trusts ("Trust 1", "Trust 2", "Trust 3") operating under a Rule 10b5-1 trading plan adopted on 11/30/2024.

• Shares sold & weighted-average prices
  • Trust 1: 86,685 sh @ $98.5214 and 38,315 sh @ $99.2093
  • Trust 2: 20,000 sh @ $98.2078
  • Trust 3: 20,000 sh @ $98.2180
• Total shares sold: 165,000
• Approximate gross proceeds: ≈ $16.3 million (calculated from disclosed share counts and prices)
• Remaining holdings (indirect only):
  • Trust 1: 5,805,545 shares
  • Trust 2: 695,000 shares
  • Trust 3: 695,000 shares
  • Direct holding disclosed separately: 2,262,318 shares

The filing notes that Mr. Gajendra disclaims beneficial ownership except to the extent of any pecuniary interest and that the sales occurred automatically under the pre-set 10b5-1 plan, potentially mitigating concerns about timing or intent.

No derivative security transactions were reported. The sale reduces—but does not materially alter—the insider’s significant economic exposure, leaving a combined direct and indirect stake exceeding 9.4 million shares.

Positive

• Rule 10b5-1 trading plan indicates the sales were pre-scheduled, reducing concerns over insider timing.
• The insider retains a substantial stake (≈9.4 M shares), maintaining alignment with shareholders.

Negative

• Sizable insider sale of 165,000 shares (~$16.3 M) could create short-term negative sentiment.
• Multiple trusts reduced their holdings, signalling partial liquidity preference despite remaining shares.

Insights

Financial Analyst

TL;DR $16 M insider sale via 10b5-1 plan; sizeable but still leaves large ownership, modest negative sentiment.

The filing reveals that Astera Labs’ president and COO monetised roughly 1.7% of his disclosed stake, taking advantage of ALAB’s near-$99 trading range. Because the transactions were executed under a pre-arranged Rule 10b5-1 plan, the sale is less likely to be interpreted as a signal of deteriorating fundamentals. Still, a disposal of 165 k shares (~$16 M) by a top officer can introduce short-term selling pressure and feed bearish narratives among momentum traders. With more than 9 M shares left, alignment with shareholders remains substantial, limiting strategic concern. Overall effect: mildly negative on sentiment, immaterial to long-term valuation.

Corporate Governance Specialist

TL;DR Pre-planned sales align with governance norms; oversight risk low.

From a governance standpoint, the adoption of a 10b5-1 program creates a structured, transparent mechanism that curbs accusations of opportunistic trading. The continued multi-million-share ownership sustains incentive alignment. The trusts’ estate-planning purpose and the disclaimer of beneficial ownership are routine and properly disclosed. No red flags such as concentrated disposals, option exercises, or complex derivatives appear. Therefore, I deem the filing not materially impactful to governance risk.

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^*

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)
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)		86,685	D	$98.5214(2)	5,843,860	I	By Trust 1(3)
Common Stock	07/09/2025		S(1)		38,315	D	$99.2093(4)	5,805,545	I	By Trust 1(3)
Common Stock	07/09/2025		S(1)		20,000	D	$98.2078(5)	695,000	I	By Trust 2(6)
Common Stock	07/09/2025		S(1)		20,000	D	$98.218(5)	695,000	I	By Trust 3(7)
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 November 30, 2024.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $98.1000 to $99.0900, 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. 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.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $99.1000 to $99.4200, 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 $98.1000 to $98.3400, 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 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.

7. 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	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 the COO sell?

A total of 165,000 common shares were sold on 07/09/2025.

What was the average sale price for the ALAB shares?

Weighted-average prices ranged from $98.2078 to $99.2093 per share.

Was the insider sale part of a pre-arranged plan?

Yes. All transactions were executed under a Rule 10b5-1 trading plan adopted on 11/30/2024.

How many Astera Labs shares does the insider still own after the sale?

The filing reports 5.8 M shares in Trust 1, 695 k in Trust 2, 695 k in Trust 3, and 2.26 M directly held.

Does the Form 4 disclose any derivative transactions?

No derivative securities were acquired or disposed of in this filing.