8-K – 2026-02-10 – tm265461d2_8k.htm

false
0001736297

0001736297

2026-02-04
2026-02-04

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM  8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
February 4, 2026

 

 

Astera Labs, Inc.

(Exact name of registrant as specified in its
charter)

 

 

 

Delaware
001-41979
82-3437062

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

2345 North First Street ,

San Jose , CA 95131

(Address of principal executive offices) (Zip
Code)

Registrant’s telephone number, including
area code: ( 408 ) 766-3806

 

Not applicable

(Former name or former address, if changed
since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

¨
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)

 
 

¨
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of

each class
 
Trading

Symbol
 
Name of each
exchange

on which registered

Common
Stock, par value $0.0001 per share
 
ALAB
 
Nasdaq
Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Retirement of Chief Financial Officer

 

On February 4, 2026, Michael Tate notified Astera Labs, Inc. (the “Company”)
of his retirement as Chief Financial Officer of the Company, effective March 2, 2026. Mr. Tate remains an employee of the Company and
will transition to a role as Strategic Advisor to the CEO until September 1, 2026, as described in the Transition Services Agreement filed
and incorporated by reference herein as Exhibit 10.1. There were no disagreements between Mr. Tate and the Company, and his retirement
was not related to the Company’s operations, policies or practices.

 

Appointment of Chief Financial Officer

 

On February 4, 2026, the Company entered
into an offer letter (the “Offer Letter,” filed and incorporated by reference herein as Exhibit 10.2) with Desmond Lynch,
age 46, providing for his appointment as Chief Financial Officer, effective March 2, 2026.

 

Mr. Lynch previously served as Senior Vice
President, Finance and Chief Financial Officer of Rambus Inc. from August 2022 until February 2026 and served as the Vice President
of Finance and Investor Relations of Rambus from 2020 until 2022. In addition, Mr. Lynch served as Vice President, Finance of Knowles
Corporation, an audio solutions company, from 2019 to 2020. Previously, Mr. Lynch served as Vice President, Finance/Senior Director,
Financial Planning and Analysis at Renesas Electronics Corporation/Integrated Device Technology, Inc., an analog and mixed signal
semiconductor company, from 2016 to 2019. Mr. Lynch also served as Director, Financial Planning and Analysis at Atmel Corporation,
a semiconductor company, from 2010 to 2016, prior to its acquisition by Microchip Technology. Mr. Lynch received a bachelor’s
degree in Accounting and Finance from the University of Glasgow, Scotland, in 2000, and is a Chartered Accountant with the Institute of
Chartered Accountants of Scotland.

 

In connection with Mr. Lynch’s appointment,
the Company entered into the Offer Letter with Mr. Lynch, which includes the following terms: (i) an initial annual base salary
of $500,000 per year (the “Base Salary”), (ii) an annual discretionary, performance bonus target of 95% of Mr. Lynch’s
Base Salary, (iii) restricted stock units (the “RSUs”) representing the opportunity to receive an aggregate of $6,000,000
in shares of the Company’s common stock (the “Long-Term RSU Award”); (iv) RSUs representing the opportunity to
receive an aggregate of $1,000,000 in shares of the Company’s common stock (the “Supplemental RSU Award”); and (v) performance
stock units (the “PSUs”) representing the opportunity to receive an aggregate of $2,000,000 in shares of the Company’s
common stock (the “PSU Award”). The Long-Term RSU Award will vest as to one-fourth of the shares on the first anniversary
of the vesting commencement date, with the remainder vesting ratably on a quarterly basis over the subsequent three years, so long as
Mr. Lynch remains employed by the Company through such vesting date, among other benefits. The Supplemental RSU Award will vest on
the first anniversary of the applicable vesting commencement date, so long as Mr. Lynch remains employed by the Company through such
vesting date. The PSU Award will vest solely based on the achievement of specified performance milestones, as determined by the board
of directors (or a committee thereof), provided that Mr. Lynch remains employed by the Company through such vesting date.

 

 

 

 

There is no arrangement or understanding between
Mr. Lynch and any other person pursuant to which Mr. Lynch was selected as the Company’s Chief Financial Officer. Mr. Lynch
has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit No.
 
Description

10.1
 
Transition Services Agreement, dated February 9, 2026, by and between the Company and Michael Tate.

10.2
 
Offer Letter by and between the Company and Desmond Lynch, dated February 4, 2026.

104
 
Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

 

Date: February 10, 2026
Astera Labs, Inc.

 
 
 

 
 
By:  
/s/ Michael Tate

 
 
Name: Michael Tate

 
 
Title: Chief Financial Officer