SEC FORM 4

SEC FORM 4SEC 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

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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

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)
05/07/2026

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	05/07/2026		S⁽¹⁾		4,725	D	$193.0138⁽²⁾	5,859,488	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		11,436	D	$193.9541⁽⁴⁾	5,848,052	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		15,523	D	$194.9112⁽⁵⁾	5,832,529	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		28,387	D	$195.7393⁽⁶⁾	5,804,142	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		4,568	D	$196.9382⁽⁷⁾	5,799,574	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		45,536	D	$198.2063⁽⁸⁾	5,754,038	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		43,016	D	$198.8236⁽⁹⁾	5,711,022	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		10,913	D	$199.8988⁽¹⁰⁾	5,700,109	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		9,016	D	$200.8613⁽¹¹⁾	5,691,093	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		8,477	D	$202.0899⁽¹²⁾	5,682,616	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		8,208	D	$202.8939⁽¹³⁾	5,674,408	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		2,702	D	$203.8931⁽¹⁴⁾	5,671,706	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		2,915	D	$205.2626⁽¹⁵⁾	5,668,791	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		1,163	D	$205.9391⁽¹⁶⁾	5,667,628	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		3,415	D	$213.49	5,664,213	I	By Trust 1⁽³⁾
Common Stock	05/07/2026		S⁽¹⁾		945	D	$193.0137⁽²⁾	694,055	I	By Trust 2⁽¹⁷⁾
Common Stock	05/07/2026		S⁽¹⁾		2,288	D	$193.9542⁽⁴⁾	691,767	I	By Trust 2⁽¹⁷⁾
Common Stock	05/07/2026		S⁽¹⁾		3,104	D	$194.9113⁽⁵⁾	688,663	I	By Trust 2⁽¹⁷⁾
Common Stock	05/07/2026		S⁽¹⁾		5,677	D	$195.7392⁽¹⁸⁾	682,986	I	By Trust 2⁽¹⁷⁾
Common Stock	05/07/2026		S⁽¹⁾		914	D	$196.938⁽⁷⁾	682,072	I	By Trust 2⁽¹⁷⁾
Common Stock	05/07/2026		S⁽¹⁾		9,108	D	$198.2063⁽⁸⁾	672,964	I	By Trust 2⁽¹⁷⁾
Common Stock	05/07/2026		S⁽¹⁾		8,603	D	$198.8237⁽⁹⁾	664,361	I	By Trust 2⁽¹⁷⁾

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 $192.4400 to $193.4300, 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 $193.4500 to $194.4400, 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 $194.4500 to $195.4400, 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 $195.4500 to $196.4100, 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 $196.4500 to $197.4400, 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 $197.4500 to $198.4400, 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 $198.4500 to $199.4300, 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 $199.4500 to $200.4300, 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 $200.4500 to $201.4400, 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 $201.4600 to $202.4300, 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $202.5000 to $203.4700, 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.

14. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $203.5000 to $204.4200, 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.

15. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $204.5000 to $205.4000, 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.

16. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $205.5000 to $206.0000, 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.

17. 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.

18. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $195.4500 to $196.4000, 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.

Remarks:

This Form 4 is being filed in two parts due to the limitations of the U.S. Securities and Exchange Commission EDGAR filing system. Part 1 of 2.

	/s/ Philip Mazzara, Attorney-in-Fact	05/11/2026
	** 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)

President and COO Gajendra Sanjay sold $45,716,730 worth of shares (230,639 units at $198.22) as part of a pre-agreed trading plan (SEC Form 4)