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

Astera Labs insider files Form 4 for RSU tax sell-to-cover

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Astera Labs, Inc. (ALAB) reported insider transactions by its President and COO, who is also a director, on 11/17/2025. The filing shows several same‑day open‑market sales of Common Stock coded as "S", including 4,421 shares at a weighted average price of $146.6536, 21,100 shares at $145.8837, 26,381 shares at $144.8026, 32,385 shares at $143.8385, and 6,172 shares at $143.2526. The footnotes explain these sales were automatic "sell to cover" transactions to satisfy tax withholding obligations upon vesting and settlement of previously granted restricted stock units, and are described as non‑discretionary. After these transactions, the executive is shown as directly holding 1,599,750 Common Stock shares. The report also lists 6,006,213 shares held by "Trust 1", and 695,000 shares each in "Trust 2" and "Trust 3", with the executive disclaiming beneficial ownership except for any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Gajendra Sanjay
Role President and COO
Sold 90,459 shs ($13.09M)
Type Security Shares Price Value
Sale Common Stock 4,421 $146.6536 $648K
Sale Common Stock 21,100 $145.8837 $3.08M
Sale Common Stock 26,381 $144.8026 $3.82M
Sale Common Stock 32,385 $143.8385 $4.66M
Sale Common Stock 6,172 $143.2526 $884K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,685,788 shares (Direct); Common Stock — 6,006,213 shares (Indirect, By Trust 1)
Footnotes (1)
  1. Represents shares of the Issuer's Common Stock required to be sold by the Reporting Person to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units previously granted to the Reporting Person. Such sales were automatic and mandated by an election of the Issuer made in advance of the vesting event to require the satisfaction of tax withholding obligations to be funded by a "sell to cover", and does not represent a discretionary trade by the Reporting Person. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $147.3300 to $146.4200, 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $146.3500 to $145.3700, 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 $145.3500 to $144.3600, 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 $144.3400 to $143.3700, 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 $143.3450 to $143.1850, 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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 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)
11/17/2025
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 11/17/2025 S(1) 4,421 D $146.6536(2) 1,685,788 D
Common Stock 11/17/2025 S(1) 21,100 D $145.8837(3) 1,664,688 D
Common Stock 11/17/2025 S(1) 26,381 D $144.8026(4) 1,638,307 D
Common Stock 11/17/2025 S(1) 32,385 D $143.8385(5) 1,605,922 D
Common Stock 11/17/2025 S(1) 6,172 D $143.2526(6) 1,599,750 D
Common Stock 6,006,213 I By Trust 1(7)
Common Stock 695,000 I By Trust 2(8)
Common Stock 695,000 I By Trust 3(9)
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. Represents shares of the Issuer's Common Stock required to be sold by the Reporting Person to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units previously granted to the Reporting Person. Such sales were automatic and mandated by an election of the Issuer made in advance of the vesting event to require the satisfaction of tax withholding obligations to be funded by a "sell to cover", and does not represent a discretionary trade by the Reporting Person.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $147.3300 to $146.4200, 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.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $146.3500 to $145.3700, 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.
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $145.3500 to $144.3600, 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 $144.3400 to $143.3700, 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 $143.3450 to $143.1850, 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. 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.
8. 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.
9. 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 11/19/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction was reported for Astera Labs (ALAB)?

The President and COO, who is also a director, reported several sales of Common Stock on 11/17/2025, all coded as open‑market sales ("S").

Why did the Astera Labs (ALAB) executive sell shares on 11/17/2025?

The filing states the shares were sold to satisfy tax withholding obligations tied to vesting and settlement of previously granted restricted stock units under a pre‑elected "sell to cover" arrangement.

Were the Astera Labs (ALAB) share sales discretionary trades?

No. The explanation says the sales were automatic and mandated by an election made in advance by the issuer, and "do not represent a discretionary trade" by the reporting person.

How many Astera Labs (ALAB) shares does the executive hold directly after the trades?

Following the reported transactions, the executive is shown as directly owning 1,599,750 shares of Astera Labs Common Stock.

What prices were received in the Astera Labs (ALAB) stock sales?

The reported weighted average prices per share include $146.6536, $145.8837, $144.8026, $143.8385, and $143.2526, with each representing multiple trades within a stated price range.

What are Trust 1, Trust 2, and Trust 3 mentioned in the Astera Labs (ALAB) Form 4?

They are described as estate planning trusts holding 6,006,213 shares (Trust 1) and 695,000 shares each (Trust 2 and Trust 3). The executive disclaims beneficial ownership except for any pecuniary interest.

What role does the reporting person hold at Astera Labs (ALAB)?

The reporting person is identified as a Director and an Officer, serving as President and COO of Astera Labs, Inc.