Material Agreement (Form 8-K)

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 per share (the "Warrant"). The Parent is a customer of the Company and holds a warrant issued in October 2022, as amended in October 2023.

The Warrant allows for cashless exercise and has an exercise period through February 5, 2033. Warrant Shares vest upon the achievement of performance conditions, comprised of specified tranches of payments (as specified in the Warrant) by or on behalf of the Parent and its affiliates, for the purchase up to a total of $6.5 billion, of our smart fabric switch products, signal conditioning products and optical engine products.

The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments. Upon the consummation of certain delineated transactions (as defined in the Warrant), subject to certain exceptions, the unvested portion of the Warrant will vest in full. So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or any other shareholder rights. The Transaction Agreement contains customary registration rights with respect to the Warrant, representations and warranties and covenants of the Company and Parent, and certain restrictions on the Warrantholder's ability to transfer the Warrant and the Warrant Shares.

The issuance of the Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities law. The Company believes that the transaction is exempt from registration under Section 4(a)(2) of the Securities Act, and customary legends will be affixed to the Warrant and the Warrant Shares.

The foregoing summaries of the Warrant and the Transaction Agreement are qualified in their entirety by reference to the complete text of the Warrant, which is filed as Exhibit 4.1 hereto, and the Transaction Agreement, which is filed as Exhibit 10.1 hereto, each of which are incorporated herein by reference.

The information provided under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Warrant is incorporated by reference into this Item 3.02.