Astera Labs, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
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Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements
Our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, terminated or modified the amount, pricing or provisions in a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading agreement” (each as defined in Item 408 of Regulation S-K) during the quarterly period covered by this report as described in the table below:
| Name | Title | Action | Date Adopted | Character of Trading Arrangement (1) | Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to a Trading Arrangement | Expiration Date (2) |
|---|---|---|---|---|---|---|
| Manuel Alba (3) | Director | Adoption | 5/29/2025 | Rule 10b5-1 Trading Arrangement | 1,412,000 | 8/28/2026 |
| Jack Lazar | Director | Adoption | 5/28/2025 | Rule 10b5-1 Trading Arrangement | 25,000 | 5/28/2026 |
| Philip Mazzara | General Counsel | Adoption | 5/29/2025 | Rule 10b5-1 Trading Arrangement | 50,000 (4) | 5/29/2026 |
(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act, as amended (the “Rule”).
(2) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule and is scheduled to terminate on the earlier of the expiration date or when all shares are sold under such plan, subject to early termination for certain specified events set forth therein.
(3) The shares covered by this trading arrangement include certain shares held by (a) Alba 2003 Living Trust; (b) Mar 2011 Children’s Trust; and (c) Casa Alameda 2007, LLC, which shares may be deemed to be beneficially owned by Manuel Alba.
(4) The shares subject to this trading arrangement also include certain shares subject to time-based RSUs that will be sold to satisfy applicable tax withholding and remittance obligations upon vesting of the RSUs during the applicable period. The total number of such shares that may be sold pursuant to such arrangement is not currently determinable, as the number of shares required to be sold will vary based on, among other things, the market price of our common stock at the time of settlement, the applicable withholding taxes at the time of settlement, and the potential future grant of additional equity awards subject to this arrangement. This trading arrangement, which also applies to RSUs held by the individual, provides for the automatic sale of shares that would otherwise be issuable on each settlement date of a covered RSU in an amount sufficient to satisfy the applicable withholding obligation with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation, in accordance with the Company’s mandatory sell to cover policy.
New Principal Executive Offices for Stockholder Proposal Submissions and Notifications
Stockholders of the Company who would like to have a proposal presented at the Company's 2026 annual meeting of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in order to be included in the proxy statement relating to that meeting must ensure that such proposal is delivered or mailed to and received by the Company's Corporate Secretary at the Company’s new principal executive offices at 2345 North First Street, San Jose, California 95131, no later than December 25, 2025. However, if the date of the 2026 annual meeting of stockholders is changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy statement for the 2026 annual meeting of stockholders. We also encourage stockholder to submit any such proposals via email to corporatesecretary@asteralabs.com. Such proposals must comply with all applicable procedures and requirements of Rule 14a-8. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than April 6, 2026.
In addition, for nominations or other business to be properly brought before an annual meeting in accordance with our bylaws, the stockholder must have given timely notice in writing to the Corporate Secretary of the Company and have provided the other information and satisfied the other requirements described in our bylaws. To be timely, the required notice must be in writing and received by our Corporate Secretary at our new principal executive offices identified above, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is first convened more than 30 days before, or delayed by more than 60 days from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received by the Corporate Secretary not later than the close of business on the later of (A) the 90th day prior to such annual meeting or (B) the tenth day following the day on which public announcement of the date of such meeting is first made. For stockholder proposals to be brought before the 2026 annual meeting of stockholders, the required notice must be received by our Corporate Secretary at our new principal executive offices identified above no earlier than February 5, 2026 and no later than March 7, 2026. Stockholder proposals and the required notice should be addressed to Astera Labs, Inc., 2345 North First Street, San Jose, California 95131, Attention: Corporate Secretary. We also encourage stockholders to submit any such proposals and notices via email to corporatesecretary@asteralabs.com.
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