Astera Labs (ALAB) insider trust sales and gifts via estate planning

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Astera Labs, Inc. President and COO Gajendra Sanjay reported pre-planned stock sales and estate-planning transfers involving the company’s common stock. An estate planning trust referred to as "Trust 1" sold a total of 400,000 shares on May 21, 2026 in a series of open-market transactions at weighted average prices in ranges from about $288.80 to $293.50 per share, executed under a Rule 10b5-1 trading plan adopted on December 2, 2025.

The filing also shows bona fide gifts totaling 452,378 shares, including a transfer of 226,189 shares of common stock to Trust 1 for no consideration as part of estate planning. After these transactions, Sanjay holds 1,209,668 shares directly, while Trust 1 holds 5,290,402 shares, and additional 615,000-share positions are reported for separate estate planning trusts labeled Trust 2 and Trust 3, for which beneficial ownership is disclaimed except for any pecuniary interest.

Insider Trade Summary 10b5-1

Net Seller: 400,000 shares ($116,119,966)

Net Sell 9 txns

Insider Gajendra Sanjay

Role President and COO

Sold 400,000 shs ($116.12M)

Type	Security	Shares	Price	Value
Gift	Common Stock	226,189	$0.00	--
Gift	Common Stock	226,189	$0.00	--
Sale	Common Stock	136,709	$289.1303	$39.53M
Sale	Common Stock	137,294	$290.2051	$39.84M
Sale	Common Stock	73,300	$291.2784	$21.35M
Sale	Common Stock	47,710	$292.1356	$13.94M
Sale	Common Stock	4,987	$293.0293	$1.46M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 5,290,402 shares (Indirect, By Trust 1); Common Stock — 1,209,668 shares (Direct, null)

Footnotes (1)

The sales reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $288.8000 to $289.7900, 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. 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $289.8000 to $290.7800, 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $290.8000 to $291.7900, 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $291.8000 to $292.7900, 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $292.8400 to $293.5000, 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. On May 22, 2026, the Reporting Person transferred 226,189 shares of Issuer Common Stock to an estate planning trust ("Trust 1") for no consideration. 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. 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.

Key Figures

Net open-market sales: 400,000 shares Sale price ranges: $288.80–$293.50/share Gifted shares: 452,378 shares +4 more

7 metrics

Net open-market sales 400,000 shares Total common shares sold on May 21, 2026 via Trust 1

Sale price ranges $288.80–$293.50/share Weighted average price ranges from multiple trades on May 21, 2026

Gifted shares 452,378 shares Total bona fide gifts of common stock reported, including transfers to Trust 1

Direct holding after transactions 1,209,668 shares Common stock directly held by Gajendra Sanjay following reported transactions

Trust 1 holding after transactions 5,290,402 shares Common stock held by estate planning Trust 1 after sales and gifts

Trust 2 holding 615,000 shares Common stock position reported for estate planning Trust 2

Trust 3 holding 615,000 shares Common stock position reported for estate planning Trust 3

Key Terms

Rule 10b5-1 trading plan, bona fide gift, estate planning trust, weighted average price, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

bona fide gift financial

"transaction_code "G" is described as a Bona fide gift in the transaction details."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

estate planning trust financial

"These shares are owned directly by an estate planning trust ("Trust 1"), of which the Reporting Person is a trustee."

weighted average price financial

"The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $288.8000 to $289.7900, inclusive."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein."

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 04:48 PM

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).

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

CALIFORNIA

95131

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2026		S⁽¹⁾		136,709	D	$289.1303⁽²⁾	5,327,504	I	By Trust 1⁽³⁾
Common Stock	05/21/2026		S⁽¹⁾		137,294	D	$290.2051⁽⁴⁾	5,190,210	I	By Trust 1⁽³⁾
Common Stock	05/21/2026		S⁽¹⁾		73,300	D	$291.2784⁽⁵⁾	5,116,910	I	By Trust 1⁽³⁾
Common Stock	05/21/2026		S⁽¹⁾		47,710	D	$292.1356⁽⁶⁾	5,069,200	I	By Trust 1⁽³⁾
Common Stock	05/21/2026		S⁽¹⁾		4,987	D	$293.0293⁽⁷⁾	5,064,213	I	By Trust 1⁽³⁾
Common Stock	05/22/2026		G⁽⁸⁾		226,189	A	$0	5,290,402	I	By Trust 1⁽³⁾
Common Stock	05/22/2026		G⁽⁸⁾		226,189	D	$0	1,209,668	D
Common Stock								615,000	I	By Trust 2⁽⁹⁾
Common Stock								615,000	I	By Trust 3⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 December 2, 2025.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $288.8000 to $289.7900, 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 $289.8000 to $290.7800, 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 $290.8000 to $291.7900, 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 $291.8000 to $292.7900, 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 $292.8400 to $293.5000, 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. On May 22, 2026, the Reporting Person transferred 226,189 shares of Issuer Common Stock to an estate planning trust ("Trust 1") for no consideration.

9. 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.

10. 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	05/26/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Sanjay reported open-market sales and gifts of Astera Labs common stock. An estate planning trust sold 400,000 shares, and bona fide gifts totaled 452,378 shares, including a 226,189-share transfer to a trust for no consideration.

Were the Astera Labs (ALAB) insider stock sales pre-planned?

Yes. The sales occurred automatically under a Rule 10b5-1 trading plan. The plan was adopted on December 2, 2025, meaning the May 21, 2026 transactions were pre-scheduled rather than discretionary market-timing decisions.

How many Astera Labs (ALAB) shares were sold in the reported Form 4?

The filing shows total open-market sales of 400,000 common shares by an estate planning trust. These sales were executed in multiple trades at weighted average prices in ranges between $288.80 and $293.50 per share.

What gifts of Astera Labs (ALAB) stock were disclosed in this Form 4?

The Form 4 reports bona fide gifts totaling 452,378 shares of common stock. This includes a transfer of 226,189 shares to an estate planning trust called Trust 1 for no consideration as part of the reporting person’s estate planning.

What are Gajendra Sanjay’s Astera Labs (ALAB) holdings after these transactions?

After these transactions, Sanjay directly holds 1,209,668 common shares. Estate planning Trust 1 holds 5,290,402 shares, while separate estate planning trusts labeled Trust 2 and Trust 3 each report 615,000 shares, with beneficial ownership largely disclaimed.

How are the Astera Labs (ALAB) estate planning trusts described in the Form 4 footnotes?

The footnotes state Trust 1, Trust 2, and Trust 3 are estate planning trusts. The reporting person disclaims beneficial ownership of shares held by these trusts except for any pecuniary interest, and the filing is not an admission of beneficial ownership.