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

Rhea-AI Filing Summary

Gajendra Sanjay, President and COO of Astera Labs (ALAB), reported automated sales under a Rule 10b5-1 plan adopted November 30, 2024. On 08/07/2025 he sold a total of 280,000 shares in multiple transactions at prices ranging approximately from $165.17 to $175.00. Following the sales, the filing shows Trust 1 holds 5,525,545 shares, Trust 2 and Trust 3 each hold 695,000 shares, and the reporting person directly holds 2,262,318 shares. The filing disclaims beneficial ownership of the trust-held shares except for any pecuniary interest, and the reporting person offers to provide transaction-level price details on request.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating pre-arranged transactions that reduce appearance of opportunistic insider trading
• Transparent disclosure including weighted-average price ranges and an offer to provide per-trade details on request

Negative

• Substantial insider sales totaling 280,000 shares on 08/07/2025 by the company's President and COO
• Trust-held shares are disclaimed by the reporting person, which may obscure direct beneficial ownership clarity

Insights

Corporate Governance Expert

TL;DR: Officer sales under a pre-planned 10b5-1 program reduce timing concerns but highlight significant insider liquidity.

The report documents 280,000 shares sold under a Rule 10b5-1 plan, showing pre-arranged disposition rather than opportunistic timing. The filing transparently provides weighted-average price ranges and an offer to disclose per-trade details, which is good governance practice. However, large scheduled sales by a senior officer warrant investor attention to potential dilution or insider liquidity patterns, even though trust-held shares are disclaimed for beneficial ownership.

Securities Analyst

TL;DR: The sales are sizable in absolute terms but their material impact is unclear without outstanding share counts; reporting is thorough.

The disclosure lists sequential sales at weighted-average prices between about $165.17 and $175.00, and final Trust 1 holdings of 5,525,545 shares plus two trusts at 695,000 each and 2,262,318 held directly. Because the filing notes the 10b5-1 plan adoption date, these transactions appear routine under a pre-existing plan; investors should note the magnitude of insider selling relative to the issuer's float when assessing impact.

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)
08/07/2025

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	08/07/2025		S(1)		5,375	D	$165.7531(2)	5,800,170	I	By Trust 1(3)
Common Stock	08/07/2025		S(1)		17,587	D	$166.8344(4)	5,782,583	I	By Trust 1(3)
Common Stock	08/07/2025		S(1)		28,478	D	$167.5665(5)	5,754,105	I	By Trust 1(3)
Common Stock	08/07/2025		S(1)		42,149	D	$168.7086(6)	5,711,956	I	By Trust 1(3)
Common Stock	08/07/2025		S(1)		32,363	D	$169.6732(7)	5,679,593	I	By Trust 1(3)
Common Stock	08/07/2025		S(1)		79,591	D	$170.6655(8)	5,600,002	I	By Trust 1(3)
Common Stock	08/07/2025		S(1)		43,127	D	$171.6537(9)	5,556,875	I	By Trust 1(3)
Common Stock	08/07/2025		S(1)		22,430	D	$172.5331(10)	5,534,445	I	By Trust 1(3)
Common Stock	08/07/2025		S(1)		5,900	D	$173.7347(11)	5,528,545	I	By Trust 1(3)
Common Stock	08/07/2025		S(1)		3,000	D	$174.8869(12)	5,525,545	I	By Trust 1(3)
Common Stock								695,000	I	By Trust 2(13)
Common Stock								695,000	I	By Trust 3(14)
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 $165.1700 to $166.1600, 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 $166.1700 to $167.1600, 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 $167.1700 to $168.1600, 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $168.1700 to $169.1600, 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.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $169.1700 to $170.1600, 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.

8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $170.1700 to $171.1600, 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.

9. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $171.1700 to $172.1600, 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.

10. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $172.1700 to $173.1300, 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.

11. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $173.1700 to $174.1550, 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.

12. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $174.2900 to $175.0000, 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.

13. 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.

14. 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	08/08/2025
	** 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 the Form 4 for Astera Labs (ALAB) report?

The Form 4 reports that Gajendra Sanjay sold 280,000 shares on 08/07/2025 under a Rule 10b5-1 trading plan.

At what prices were the ALAB shares sold?

Sales occurred in multiple trades with weighted-average price ranges across transactions of approximately $165.17 to $175.00.

How many ALAB shares does the filing show held after the sales?

The filing shows Trust 1: 5,525,545 shares, Trust 2: 695,000 shares, Trust 3: 695,000 shares, and Direct: 2,262,318 shares.

Were these sales discretionary or part of a plan for ALAB insider?

The sales occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2024.

Does the reporting person claim beneficial ownership of trust shares?

No. The filing states the reporting person disclaims beneficial ownership of the trust-held securities except to the extent of any pecuniary interest.