of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Chief Financial Officer — Michael Tate: Michael Tate retired as Chief Financial Officer and will transition to a Strategic Advisor role until September 1, 2026.

Unregistered Sales of Equity Securities. The information provided under

Entry into a Material Definitive Agreement. On February 5, 2026, Astera Labs, Inc. (the “Company”) and Amazon.com, Inc. (“Parent”) entered into a Transaction Agreement (the “Transaction Agreement”) and the Company entered into a Warrant Agreement with Amazon.com NV Investment Holdings LLC (“Warrantholder”), to acquire up to an aggregate of 3,262,299 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”) at an exercise price of $142.82 p…

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Chief Accounting Officer and Vice President of Finance — Germaine Cota: Ms. Cota was hired as the Chief Accounting Officer and Vice President of Finance.

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Director — Craig Barratt: Dr. Craig Barratt was appointed to the Board and will replace Manuel Alba as a member of the Audit Committee.

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Entry Into a Material Definitive Agreement. On December 16, 2024, Astera Labs, Inc. (the “Company”) entered into a lease agreement (the “Lease Agreement”) with SI 37, LLC (the “Landlord”) pursuant to which the Company will lease in the aggregate approximately 154,231 square feet of office space located at 2345, 2315 and 2343 N. First Street, San Jose, California (collectively, the “Premises”). The Company plans to relocate its corporate headquarters to the Premises, once construction is compl…

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Director — Bethany Mayer: Appointment of Bethany Mayer as a new director and to the Audit Committee.

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Unregistered Sales of Equity Securities. Conversion of the Company’s Preferred Stock into Common Stock As previously disclosed in the Registration Statement on Form S-1 (File No. 333-277205) (the “ Registration Statement ”) of Astera Labs, Inc. (the “ Company ”), on March 22, 2024, the Company issued 90,890,650 shares of its common stock, par value $0.0001 per share (the “ Common Stock ”), upon conversion on a one-for-one basis (the “ Conversion ”) of all outstanding shares of its Series A Pr…

Material Modification to Rights of Security Holders. The information set forth under