Astera Labs COO Reduces Stake While Retaining 9M+ Shares Across Trusts

Rhea-AI Filing Summary

Astera Labs President and COO Sanjay Gajendra executed multiple stock sales on June 18, 2025, through a pre-planned Rule 10b5-1 trading arrangement established on November 30, 2024. The transactions included:

• 52,933 shares sold at weighted average price of $98.3779
• 4,926 shares sold at weighted average price of $99.2065
• Two separate sales of 9,257 shares each at approximately $98.19 per share

Following these transactions, Gajendra's beneficial ownership stands at:

• 2,262,318 shares held directly
• 5,930,545 shares in Trust 1
• 715,000 shares each in Trust 2 and Trust 3

The sales were executed automatically under the trading plan, demonstrating structured portfolio management by the insider. Gajendra maintains significant ownership through both direct holdings and trust arrangements, while disclaiming beneficial ownership of trust-held shares except for his 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

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)
06/18/2025

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	06/18/2025		S(1)		52,933	D	$98.3779(2)	5,935,471	I	By Trust 1(3)
Common Stock	06/18/2025		S(1)		4,926	D	$99.2065(4)	5,930,545	I	By Trust 1(3)
Common Stock	06/18/2025		S(1)		9,257	D	$98.1927(5)	715,000	I	By Trust 2(6)
Common Stock	06/18/2025		S(1)		9,257	D	$98.1968(5)	715,000	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 $99.1100 to $99.3300, 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 $98.3500, 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	06/23/2025
	** 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 ALAB shares did President and COO Sanjay Gajendra sell on June 18, 2025?

Sanjay Gajendra sold a total of 76,373 shares on June 18, 2025, consisting of 52,933 shares at an average price of $98.3779, 4,926 shares at $99.2065, and two blocks of 9,257 shares each at prices around $98.19.

What was the price range of ALAB stock sales by Sanjay Gajendra in the June 18, 2025 transactions?

The ALAB stock sales occurred at various price points: the largest block was sold at prices ranging from $98.10 to $99.09, another block at $99.11 to $99.33, and two additional blocks at prices ranging from $98.10 to $98.35.

How many ALAB shares does Sanjay Gajendra still own directly after the June 2025 sales?

After the reported transactions, Sanjay Gajendra directly owns 2,262,318 shares of ALAB stock. Additionally, he has indirect ownership through three trust arrangements totaling approximately 7.36 million shares.

Was Sanjay Gajendra's ALAB stock sale part of a planned transaction?

Yes, the sales were executed automatically pursuant to a Rule 10b5-1 trading plan that was adopted by Gajendra on November 30, 2024. This type of plan is commonly used by insiders to avoid allegations of insider trading by scheduling trades in advance.

What positions does Sanjay Gajendra hold at ALAB according to the Form 4?

According to the Form 4, Sanjay Gajendra serves as both a Director and President and COO (Chief Operating Officer) of Astera Labs, Inc. (ALAB).