ALAB Insider Transfers 480,668 Shares into Estate Planning Trusts

Rhea-AI Filing Summary

Astera Labs insider transfer and holdings update. Director and President/COO Gajendra Sanjay reported transactions on 09/02/2025 moving 480,668 shares of common stock. The filing shows a corresponding reduction in directly held shares to 1,690,209 and an increase in indirectly beneficially owned shares to 6,006,213 held by three estate planning trusts. The Form 4 states the 480,668-share transfers to Trust 1 were for $0 and that Trusts 1–3 each hold 695,000 shares as described; the reporting person disclaims beneficial ownership of trust-held shares except for any pecuniary interest. The filing was signed by an attorney-in-fact on behalf of the reporting person.

Insights

Corporate Governance Expert

TL;DR: Insider moved shares into estate-planning trusts; direct holdings decreased while indirect holdings rose, per Form 4.

The Form 4 documents non-sales transfers of 480,668 shares on 09/02/2025 to an estate planning trust for no consideration, reducing direct ownership to 1,690,209 shares while reporting 6,006,213 shares indirectly owned across three trusts. This is a non-derivative securities transfer, not a market sale, and the filing includes standard disclaimers that the reporting person disclaims beneficial ownership of trust-held shares except to the extent of any pecuniary interest. For governance monitoring, the filing updates insider ownership figures and beneficial ownership structure without indicating a change in voting control disclosed in the form.

Securities Compliance Analyst

TL;DR: Filing documents a Section 16 change of beneficial ownership via trust transfers; disclosure complies with Form 4 reporting.

The report lists code G(1) transactions indicating transfers into a trust in which the reporting person is trustee. The Form 4 includes specific post-transaction balances: direct ownership of 1,690,209 shares and indirect ownership of 6,006,213 shares. The signature by an attorney-in-fact is provided with date. From a compliance standpoint, the form contains the required transaction codes, quantities, and explanatory remarks detailing trust ownership and disclaimers, fulfilling the reporting obligations reflected in the filing text.

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^*

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)
09/02/2025

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	09/02/2025		G(1)		480,668	D	$0	1,690,209	D
Common Stock	09/02/2025		G(1)		480,668	A	$0	6,006,213	I	By Trust 1(2)
Common Stock								695,000	I	By Trust 2(3)
Common Stock								695,000	I	By Trust 3(4)

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. On September 2, 2025, the Reporting Person transferred 480,668 shares of Issuer Common Stock to an estate planning trust ("Trust 1") for no consideration.

2. These shares are owned directly by 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.

3. 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.

4. 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	09/04/2025
	** 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 transactions did Gajendra Sanjay report on Form 4 for ALAB?

The filing reports transfers on 09/02/2025 of 480,668 shares to an estate planning trust (code G(1)) for $0 and updates post-transaction holdings.

How many ALAB shares does the reporting person directly and indirectly own after the transaction?

Post-transaction direct ownership is reported as 1,690,209 shares and indirect ownership is reported as 6,006,213 shares (held by trusts).

Were the transferred shares sold or transferred for consideration?

The Form 4 states the 480,668-share transfer to Trust 1 was for $0, indicating a transfer not a sale.

What trusts are referenced in the filing?

The filing references three estate planning trusts labeled Trust 1, Trust 2, and Trust 3, each described as holding specified shares with the reporting person disclaiming beneficial ownership except for any pecuniary interest.

Who signed the Form 4 and when?

The Form 4 was signed by Philip Mazzara, Attorney-in-Fact on 09/04/2025 on behalf of the reporting person.