Astera Labs, Inc.ALAB
Astera Labs, Inc. Stock Compensation Disclosure
Stock-Based Compensation
The Company granted PSUs that vest on the satisfaction of continuous employment and achievement of certain financial and operational performance goals established by the Compensation Committee of the Company’s Board of Directors. As of December 31, 2025, there was $16.1 million of unrecognized stock-based compensation expense related to the PSUs, which is expected to be recognized over a weighted-average period of 2.9 years.
Amended and Restated 2018 Equity Incentive Plan
Prior to the IPO, the Company historically granted stock-based compensation awards under its Amended and restated 2018 Equity Incentive Plan (as amended, “2018 Plan”). The 2018 Plan provided for the grant of incentive and nonqualified stock options and RSUs to qualified employees, nonemployee directors, and consultants. Options granted under the 2018 Plan generally expire within 10 years from the date of grant, vest over four years and are exercisable for shares of the Company’s Common Stock. The RSUs vest upon the satisfaction of both a service condition and a liquidity event condition. The service condition for the RSUs is generally satisfied over a four-year vesting period. The liquidity event vesting condition for the RSUs was satisfied in connection with the IPO.
The 2018 Plan was terminated in March 2024. Any shares of the Company’s Common Stock that would have otherwise returned to the 2018 Plan as a result of forfeiture, expiration, cancellation, termination or net issuances of awards thereunder, including, for the avoidance of doubt, any shares of Common Stock withheld by the Company to satisfy any tax withholding obligations that arose upon vesting or settlement of awards in connection with the IPO were returned to the share reserve under the 2024 Plan. All future equity grants will be made pursuant to the 2024 Plan.
2024 Stock Option and Incentive Plan
In March 2024, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2024 Stock Option and Incentive Plan (“2024 Plan”), which became effective on March 19, 2024, immediately prior to the effectiveness of the registration statement on Form S-1 related to the IPO. Under the 2024 Plan, the Company initially reserved 12,362,662 shares of the Common Stock for issuance thereunder. The 2024 Plan provides for annual automatic increases in the number of shares of the Company’s Common Stock reserved thereunder on January 1, 2025 and each January 1 thereafter, by up to 5% of the issued and outstanding number of shares of Common Stock on the immediately preceding December 31, or such lesser number of shares as determined by the compensation committee of the Company’s board of directors. As of December 31, 2025, 16.9 million shares remained available to be issued under the Plan.
2024 Employee Stock Purchase Plan
In March 2024, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2024 Employee Stock Purchase Plan, which became effective on March 19, 2024, immediately prior to the effectiveness of the registration statement on Form S-1 related to the IPO. The Company initially reserved 3,090,666 shares of the Common Stock for future issuance. The number of shares of the Common Stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2025 through January 1, 2034, by the lesser of (i) 3,090,666 shares of common stock, (ii) 1% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st, or (iii) such number of shares of Common Stock as determined by the compensation committee of the Company’s board of directors.
Under the ESPP, participants can purchase the Company’s Common Stock using payroll deductions, which may not exceed 15% of their salary. Participants will be granted the right to purchase shares of Common Stock at a price per share that is equal to 85% of the lesser of (i) the closing price on the first day of the applicable offering under the ESPP or, for the first offering period, the “Price to Public” set forth on the cover page for the Prospectus or (ii) the closing price on the last day of the applicable offering period under the ESPP. No participant has the right to purchase shares of Common Stock in an amount, when aggregated with purchase rights under all of the Company’s employee stock purchase plans that are also in effect in the same calendar year(s), that has a fair market value of more than $25,000, determined as of the first day of the applicable offering period, for each calendar year in which that right is outstanding. In addition, no participant is permitted to purchase more than 3,000 shares during any applicable offering period. As of December 31, 2025, there was 0.2 million shares issued under the ESPP.
Summary of Employee Stock-Based Compensation Expense
A summary of stock-based compensation expense recognized in the consolidated statements of operations and comprehensive income (loss) is as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of revenue | $ | 1,123 | $ | 845 | $ | 24 | |||||||||||
| Research and development | 81,843 | 76,427 | 7,360 | ||||||||||||||
| Sales and marketing | 39,903 | 95,887 | 2,067 | ||||||||||||||
| General and administrative | 37,164 | 61,429 | 1,228 | ||||||||||||||
| Total | $ | 160,033 | $ | 234,588 | $ | 10,679 | |||||||||||
Stock Option
The estimated grant date fair values of the employee stock options granted during the years ended December 31, 2024 and 2023 were calculated using the Black-Scholes-Merton Option-pricing model, based on the following minimum and maximum assumptions:
| Years Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Expected dividend yield | 0.0 | % | 0.0 | % | |||||||
| Risk-free interest rate | 4.2 | % | 3.9% - 4.7% | ||||||||
| Expected volatility | 52.3 | % | 48.8% - 49.1% | ||||||||
| Expected term (in years) | 6.1 | 6.1 | |||||||||
A summary of stock option activity under the 2018 Plan and 2024 Plan is as follows (in thousands, except years and per share data):
| Number of Shares | Weighted-Average Exercise Price (per share) | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding as of December 31, 2024 | 5,285 | $ | 0.83 | 6.5 | $ | 695,689 | |||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (2,454) | 0.75 | |||||||||||||||||||||
| Cancelled and forfeited | (110) | 1.66 | |||||||||||||||||||||
| Outstanding as of December 31, 2025 | 2,721 | $ | 0.86 | 5.5 | $ | 450,336 | |||||||||||||||||
Vested and expected to vest as of December 31, 2025 | 2,721 | $ | 0.86 | 5.5 | $ | 450,336 | |||||||||||||||||
| Exercisable as of December 31, 2025 | 2,651 | $ | 0.86 | 5.5 | $ | 438,676 | |||||||||||||||||
The intrinsic value of a stock option is calculated as the difference between the per share exercise price of the underlying stock option award and the estimated per share fair value of the Company’s common stock at the measurement date. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 was $370.1 million, $379.3 million, and $25.8 million, respectively.
The weighted-average grant date fair value of stock options granted during the years ended December 31, 2024, and 2023 was $47.04 and $15.48 per share, respectively.
As of December 31, 2025, there was approximately $1.0 million of total unrecognized compensation cost, related to unvested options, which is expected to be recognized over a weighted-average remaining requisite service period of 0.9 years, using the straight-line method.
ESPP
The estimated grant date fair values of ESPP shares granted during the years ended December 31, 2025 and 2024 were calculated using the Black-Scholes-Merton Option-pricing model, based on the following minimum and maximum assumptions:
Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Expected dividend yield | 0.0 | % | 0.0 | % | ||||||||||
| Risk-free interest rate | 3.8% - 4.3% | 4.4% - 5.2% | ||||||||||||
| Expected volatility | 69.7% - 83.9% | 46.6% - 70.8% | ||||||||||||
| Expected term (in years) | 0.5 - 0.5 | 0.5 - 0.7 | ||||||||||||
During the year ended December 31, 2025, employees purchased 0.1 million shares of common stock through the ESPP at an average purchase price of $75.63 per share.
Restricted Stock Units (“RSUs”)
A summary of RSU activity under the 2018 Plan and 2024 Plan is as follows (in thousands, except per share data):
| Number of Restricted Stock Units | Weighted-Average Grant Date Fair Value (per share) | ||||||||||
| Outstanding as of December 31, 2024 | 13,620 | $ | 33.49 | ||||||||
| Granted | 1,893 | 117.28 | |||||||||
| Vested | (5,572) | 30.81 | |||||||||
| Cancelled and forfeited | (587) | 43.91 | |||||||||
| Outstanding as of December 31, 2025 | 9,354 | $ | 51.39 | ||||||||
The aggregate fair values of RSUs that vested and settled during the years ended December 31, 2025 and 2024 were $677.5 million and $241.0 million, respectively.
As of December 31, 2025, there was $358.3 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.8 years.
Performance Stock Units (“PSUs”)
A summary of PSU activity under the 2024 Plan is as follows (in thousands, except per share data):
Number of Performance Stock Units | Weighted Average Grant Date Fair Value | ||||||||||
Outstanding as of December 31, 2024 | 155 | $ | 125.28 | ||||||||
| Granted | 22 | 136.32 | |||||||||
| Vested | — | — | |||||||||
| Cancelled and forfeited | — | — | |||||||||
Outstanding as of December 31, 2025 | 177 | $ | 126.64 | ||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.