[144] Arteris, Inc. SEC Filing

Rhea-AI Filing Summary

Pegasystems Inc. (PEGA) has filed a Form 144 indicating an intended insider sale of 4,000 common shares through Morgan Stanley Smith Barney on or about 01 July 2025. The estimated aggregate market value of the planned sale is $216,520, implying an indicative share price of roughly $54.13. The sale represents an immaterial 0.0047 % of the company’s 85.1 million shares outstanding.

The filer is Kenneth Stillwell (and related entities), a senior executive of Pegasystems. Over the past three months, the same insider (or related accounts) has already completed three sales totaling 21,713 shares for combined gross proceeds of about $1.96 million (17,713 shares on 25 Apr 2025; 2,000 shares each on 01 May 2025 and 02 Jun 2025). The filing states the shares to be sold were acquired on 01 Mar 2024 as restricted stock units.

Because a Form 144 is only a notice of proposed sale, the transaction may be executed under an existing Rule 10b5-1 trading plan. While the share count is negligible relative to float, consecutive insider disposals by a key executive can be interpreted as a modest negative sentiment signal. There is no indication of new financing, dilution, or operational changes within this filing.

Positive

• Sale volume is only 0.0047 % of total shares outstanding, indicating negligible dilution or market impact.
• Use of a Rule 10b5-1 trading plan suggests the transaction is pre-scheduled, mitigating concerns about opportunistic insider trading.

Negative

• Continued insider selling by a senior executive (total ~21,713 shares in three months) may be perceived as a negative sentiment signal.
• Aggregate gross proceeds of ~$1.96 million over recent months could raise questions about management’s confidence in near-term share performance.

Insights

Securities Analyst

TL;DR: Repeat insider sales by PEGA's CFO are modestly bearish but quantitatively immaterial to float or liquidity.

The Form 144 shows Kenneth Stillwell plans to sell 4,000 shares (~$216k). When added to prior Q2-Q3 sales, his disposals reach ~22 k shares, or roughly 0.03 % of shares outstanding. Although the cumulative dollar amount (~$2 m) is minor for a company of Pegasystems’ size, ongoing insider selling—especially by the CFO—can cool investor sentiment, hinting at limited near-term upside in management’s view. From a liquidity perspective, NASDAQ can easily absorb the volume, so price impact should be negligible. The key takeaway is signaling rather than fundamentals.

Corporate Governance Expert

TL;DR: Filing appears routine 10b5-1 execution; governance risk low, disclosure adequate, impact neutral.

The notice references prior 10b5-1 plan sales, demonstrating compliance with SEC safe-harbor procedures. Disclosure of acquisition source (RSUs) and aggregate market value meets regulatory standards. No red flags such as undisclosed material information or concentrated ownership shifts are evident. While optics of repeated sales may unsettle some shareholders, the structured plan reduces concerns about opportunistic trading. Hence, corporate-governance implications are neutral.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2666	25406.98	41977728	07/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	04/01/2025	Restricted Stock Units	Issuer			2666	04/01/2025	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for K. CHARLES JANAC 900 E. Hamilton Ave., Suite 300 Campbell CA 95008	COMMON	06/04/2025	2057	16102.20
K. CHARLES JANAC 900 E. Hamilton Ave., Suite 300 Campbell CA 95008	COMMON	06/02/2025	1246	9598.31
10b5-1 Sales for K. CHARLES JANAC 900 E. Hamilton Ave., Suite 300 Campbell CA 95008	COMMON	04/03/2025	9150	60546.01
K. CHARLES JANAC 900 E. Hamilton Ave., Suite 300 Campbell CA 95008	COMMON	04/02/2025	7150	50897.99

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Pegasystems (PEGA) shares are proposed for sale in this Form 144?

4,000 common shares are listed for potential sale.

What is the estimated market value of the planned insider sale?

The filing quotes an aggregate market value of $216,520 for the 4,000 shares.

Who is the insider selling Pegasystems shares?

The sales are attributed to Kenneth Stillwell, a senior executive of Pegasystems.

When is the approximate sale date for the 4,000 shares?

The filing lists an approximate sale date of 01 July 2025.

How many shares has this insider sold in the past three months?

Including past Form 144 data, 21,713 shares have been sold since April 2025.

What percentage of Pegasystems’ outstanding shares does the proposed sale represent?

Only about 0.0047 % of the company’s 85.1 million shares outstanding.