Astera Labs enters warrant agreement with Amazon for up to 3.26M shares at $142.82, tied to $6.5B product purchases

Astera Labs, Inc.

Warrant to purchase 3,262,299 shares of common stock at $142.82 per share, exercisable until Feb 5, 2033.
Warrant vests upon Amazon achieving specified tranches of payments totaling $6.5 billion for smart fabric switch, signal conditioning, and optical engine products.
Cashless exercise permitted; warrant unregistered and exempt under Section 4(a)(2) of Securities Act.
Amazon already holds an existing warrant from October 2022; new warrant is a separate agreement with its own performance conditions.
Transaction Agreement includes registration rights, transfer restrictions, and anti-dilution adjustments.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Astera Labs, Inc. issued up to an aggregate of 3,262,299 shares of common stock of warrant to Amazon.com NV Investment Holdings LLC.

Security: warrant
Shares: up to an aggregate of 3,262,299 shares of common stock
Purchaser: Amazon.com NV Investment Holdings LLC

Exact text from the filing

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”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Astera Labs, Inc. entered into Warrant Agreement with Amazon.com NV Investment Holdings LLC valued at up to a total of $6.5 billion (effective 2026-02-05).

Action: entry
Agreement: equity purchase
Counterparty: Amazon.com NV Investment Holdings LLC
Value: up to a total of $6.5 billion
Effective: 2026-02-05

Exact text from the filing

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”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Astera Labs, Inc. entered into Transaction Agreement with Amazon.com, Inc. (effective 2026-02-05).

Action: entry
Agreement: equity purchase
Counterparty: Amazon.com, Inc.
Effective: 2026-02-05

Exact text from the filing

On February 5, 2026, Astera Labs, Inc. (the “Company”) and Amazon.com, Inc. (“Parent”) entered into a Transaction Agreement (the “Transaction Agreement”)

View on SEC.gov

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Astera Labs, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-012606

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