Astera Labs, Inc.
For the period ended Dec 31, 2025. Filed Feb 20, 2026.
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FY2025 · Filed Feb 20, 2026
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules
(a)Financial Statements and Schedules
- Consolidated Financial Statements:
The financial statements required by this item are listed under Part II, Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
- Financial Statement Schedules:
All financial statement schedules have been omitted because they are not applicable or required, or the information required to be set forth therein is included in our consolidated financial statements or the notes thereto.
- Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File No. · Exhibit No. · Filing Date · Filed Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Astera Labs, Inc. | 8-K | 001-1736297 | 3.1 | 3/28/2024 |
| 3.2 | Second Amended and Restated Bylaws of Astera Labs, Inc | 8-K | 001-1736297 | 3.2 | 3/28/2024 |
| 4.1 | Form of common stock certificate of the Registrant. | S-1/A | 333-277205 | 4.1 | 3/8/2024 |
| 4.2 | Amended and Restated Investors’ Rights Agreement by and among the Registrant and the investors thereto. | S-1 | 333-277205 | 4.2 | 2/21/2024 |
| 4.3 | Description of Registrant’s Securities | 10-K | 001-41979 | 19.1 | 2/14/2025 |
| 10.1 | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | S-1 | 333-277205 | 10.1 | 2/21/2024 |
| 10.2# | Amended and Restated 2018 Equity Incentive Plan, as amended, and forms of award agreements and sub-plans thereunder. | S-1/A | 333-277205 | 10.2 | 3/1/2024 |
| 10.3# | 2024 Stock Option and Incentive Plan, and forms of award agreements thereunder. | 8-K | 001-41979 | 10.2 | 5/7/2024 |
| 10.4# | 2024 Employee Stock Purchase Plan. | 8-K | 001-41979 | 10.3 | 5/7/2024 |
| 10.5# | Change of Control Severance Policy. | S-1 | 333-277205 | 10.5 | 2/21/2024 |
| 10.6# | Senior Executive Cash Incentive Bonus Plan. | S-1 | 333-277205 | 10.7 | 2/21/2024 |
| 10.7# | Offer Letter by and between the Registrant and Jitendra Mohan, dated March 13, 2018. | S-1 | 333-277205 | 10.8 | 2/21/2024 |
| 10.8# | Offer Letter by and between the Registrant and Sanjay Gajendra, dated March 13, 2018. | S-1 | 333-277205 | 10.9 | 2/21/2024 |
| 10.9# | Executive Employment Agreement by and between the Registrant and Michael Tate, dated July 21, 2020. | S-1 | 333-277205 | 10.10 | 2/21/2024 |
| 10.10# | Offer Letter by and between the Registrant and Philip Mazzara, dated February 7, 2022. | S-1 | 333-277205 | 10.11 | 2/21/2024 | |
| 10.11 | Warrant Agreement with Silicon Valley Bank, dated April 30, 2021. | S-1 | 333-277205 | 10.12 | 2/21/2024 | |
| 10.12† | Warrant Agreement with Amazon.com NV Investment Holdings, LLC, dated October 14, 2022, as amended by Amendment No. 1 to Warrant Agreement, signed October 31, 2023. | S-1 | 333-277205 | 10.13 | 2/21/2024 | |
| 10.13 | Lease Agreement by and between the Registrant and Marriott Plaza Associates LP, dated February 21, 2020, as amended by the First Amendment to Lease Agreement, dated June 15, 2021, as further amended by the Second Amendment to Lease Agreement, dated March 20, 2022, the Third Amendment to Lease Agreement, dated January 30, 2023, the Fourth Amendment to Lease Agreement, dated December 16, 2023, and the Fifth Amendment to Lease Agreement, dated February 1, 2024. | S-1/A | 333-277205 | 10.14 | 3/1/2024 | |
| 10.14 | Lease Agreement by and between the Registrant and SI 37, LLC, dated December 16, 2024 | 10-K | 001-41979 | 10.15 | 2/14/2025 | |
| 10.15 | Amended and Restated Non-Employee Director Compensation Policy. | X | ||||
| 19.1 | Insider Trading Policy | 10-K | 001-41979 | 19.1 | 2/14/2025 | |
| 21.1 | Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | X | ||||
| 24.1 | Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K) | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Clawback Policy | X | ||||
| 101. INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101. SCH | Inline XBRL Schema Document | |||||
| 101. CAL | Inline XBRL Calculation Linkbase Document |
| 101 DEF | Inline XBRL Definition Linkbase Document |
| 101. LAB | Inline XBRL Labels Linkbase Document |
| 101. PRE | Inline XBRL Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). |
- The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
#Indicates management contract or compensatory plan, contract or agreement.
†Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential.
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