STOCK TITAN

Arteris (Nasdaq: AIP) hires Saurabh Sinha as CFO with major equity awards

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Arteris, Inc. appointed Saurabh Sinha as Chief Financial Officer, effective September 8, 2026. He will also serve as principal financial and accounting officer, succeeding Nick Hawkins, who is retiring after seven years and will support the transition in an advisory role.

Under a July 16, 2026 offer letter, Sinha will receive a $440,000 annual base salary and a target bonus equal to 60% of base salary. As inducement equity, he will receive performance stock units with a target value of $1,000,000, vesting only if Arteris reaches $200,000,000 in trailing four-quarter revenue by December 31, 2030 and a $65 average share price over 15 trading days by December 31, 2031, plus Restricted Stock Units valued at $3,700,000 vesting over four years. A further $1,000,000 PSU award is planned under the 2027 Long-Term Incentive Program, with share counts based on the 30-day trailing average stock price.

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Filing Explained

Arteris’s CFO transition starts September 8; equity awards are not yet granted, and the outgoing CFO is slated to advise through February 2027.

The offer letter says the 2026 PSU and RSU are intended to be granted effective September 8, 2026; the filing therefore places these awards before grant, rather than at completed issuance.

The press release states that Nick Hawkins will continue as an executive advisor through February 2027, while Saurabh Sinha's CFO role begins on September 8, 2026, creating a disclosed overlap in transition support.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $440,000 Annual base salary for Saurabh Sinha as Chief Financial Officer
Target bonus 60% of base salary Management Performance Bonus Plan target opportunity for Saurabh Sinha
2026 PSU target value $1,000,000 Performance stock unit inducement award linked to revenue and share-price goals
RSU target value $3,700,000 Restricted Stock Unit award vesting over four years
2027 PSU target value $1,000,000 Planned PSU award under Long-Term Incentive Program starting January 1, 2027
Revenue goal for PSU vesting $200,000,000 Trailing four-quarter revenue required by December 31, 2030 for 2026 PSU
Share price goal for PSU vesting $65 over 15 trading days Average closing share price required by December 31, 2031 for 2026 PSU
CFO start date September 8, 2026 Effective date of Saurabh Sinha’s appointment as Chief Financial Officer
performance stock units financial
"an award of performance stock units with a target grant value of $1,000,000"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Restricted Stock Units financial
"an award of Restricted Stock Units with a target grant value of $3,700,000"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Long-Term Incentive Program financial
"performance metrics established under the Company’s Long-Term Incentive Program"
A long-term incentive program is a company plan that pays executives or employees rewards—often stock, options, or cash—only if the business hits performance goals over several years. It matters to investors because these payouts align managers’ interests with shareholders, encouraging decisions that boost sustained growth and share value rather than short-term gains; think of it as a multi-year bonus tied to measurable company outcomes.
Change in Control Severance Agreement financial
"eligible to enter into the Company’s Form of Executive Change in Control Severance Agreement"
Indemnification Agreement financial
"eligible to enter into the Company’s Form of Indemnification Agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the Securities Litigation Reform Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What leadership change did Arteris (AIP) announce in this report?

Arteris appointed Saurabh Sinha as Chief Financial Officer, effective September 8, 2026. He will also serve as principal financial and accounting officer, succeeding retiring CFO Nick Hawkins, who will remain in an advisory role to support the transition.

What is Saurabh Sinha’s compensation package as Arteris (AIP) CFO?

Saurabh Sinha will receive a $440,000 annual base salary and a target bonus equal to 60% of base salary. He is also granted equity awards including a $1,000,000 performance stock unit grant and $3,700,000 in Restricted Stock Units, plus a planned $1,000,000 2027 PSU.

What performance goals apply to the 2026 PSU grant at Arteris (AIP)?

The 2026 PSU vests only if Arteris achieves $200,000,000 in trailing four-quarter revenue by December 31, 2030 and then a $65 average share price over 15 trading days by December 31, 2031, subject to Sinha’s continued service.

How will the RSU grant to Saurabh Sinha at Arteris (AIP) vest?

The RSU award has a target value of $3,700,000 and will vest over four years. 25% vests on the first anniversary of the grant date, with the remainder vesting pro rata by day over the next 12 fiscal quarters starting January 1, 2028.

What is the planned 2027 PSU award under Arteris (AIP)’s LTIP?

The offer letter provides for a $1,000,000 performance stock unit award under Arteris’ Long-Term Incentive Program for the performance period beginning January 1, 2027. The company intends to recommend this 2027 PSU be granted under its 2021 equity incentive plan.

How will the number of shares for Saurabh Sinha’s equity awards at Arteris (AIP) be determined?

For the 2026 and 2027 PSUs and the RSU, Arteris will divide the $1,000,000 and $3,700,000 target grant values by the 30-day trailing average of Arteris common stock immediately before the effective grant date to determine share quantities.

What prior experience does new CFO Saurabh Sinha bring to Arteris (AIP)?

Saurabh Sinha has over 25 years of financial leadership experience. He served as CFO of Aeva Technologies since 2020, and previously held senior roles at JUUL Labs, InvenSense, Symmetricom, and ShoreTel. He holds a Wharton MBA and a commerce degree from the University of Delhi.
false 0001667011 0001667011 2026-08-03 2026-08-03
 
 

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): August 3, 2026

 

 

ARTERIS, INC.

(Exact name of Registrant, as specified in its charter)

 

 

 

Delaware   001-40960   27-0117058

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

900 E. Hamilton Avenue Suite 300
Campbell, CA 95008
(Address of principal executive offices, including Zip code)

Registrant’s telephone number, including area code: (408) 470-7300

 

 

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 (see General Instruction A.2. below):

 

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(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   AIP   The Nasdaq Stock 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 

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 of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 3, 2026, the Board of Directors (the “Board”) of Arteris, Inc. (the “Company”) appointed Saurabh Sinha as the Company’s Chief Financial Officer, effective as of September 8, 2026 (the “Start Date”). Mr. Sinha will also serve as the Company’s principal financial officer and principal accounting officer. Prior to this appointment, Mr. Sinha had served as Aeva Technologies, Inc.’s Chief Financial Officer since September 2020. Prior to joining Aeva, Mr. Sinha was the Chief Accounting Officer of JUUL Labs from July 2018 to August 2020 and served as its interim Chief Financial Officer from January 2020 to May 2020. Prior to joining JUUL Labs, Mr. Sinha held various finance leadership roles, from March 2014 to June 2018, at InvenSense Inc., a motion sensors company. Mr. Sinha received his Bachelor of Commerce degree from the University of Delhi, India and his Master of Business Administration from The Wharton School of the University of Pennsylvania.

The Company entered into an offer letter with Mr. Sinha dated July 16, 2026 (the “Offer Letter”) which provides that, among other things, Mr. Sinha will receive an annual base salary of $440,000, and will be eligible to participate in the Company’s Management Performance Bonus Plan with a target bonus opportunity of 60% of Mr. Sinha’s annual base salary, based on the attainment of one or more pre-established performance goals.

As a material inducement for Mr. Sinha to accept the terms and conditions of the Offer Letter and enter into an employment relationship with the Company as its CFO, the Offer Letter provides for the grant to Mr. Sinha of the following two equity awards which are intended to be granted under the Company’s 2022 Employment Inducement Incentive Plan effective as of the Start Date: (1) an award of performance stock units with a target grant value of $1,000,000 and which will be eligible to vest based upon (i) the Company achieving annual trailing four (4) quarters’ publicly reported revenue of $200,000,000 or greater at any time on or before December 31, 2030, and, subsequently, (ii) the Company’s common stock achieving a closing share price of $65 or greater, calculated as an average over a trading period of fifteen (15) trading days, at any time on or before December 31, 2031, subject to Mr. Sinha’s continued service through the applicable vesting date (the “2026 PSU”), and (2) an award of Restricted Stock Units with a target grant value of $3,700,000 (the “RSU”) which will vest over four (4) years, with 25% of the shares vesting on the anniversary of the grant date, and the remaining RSUs vesting pro rata by day on the first day of each 12 consecutive quarters thereafter and aligned with fiscal quarterly vesting commencing January 1, 2028.

The Offer Letter also provides for the grant to Mr. Sinha of a performance stock unit award with a target grant value of $1,000,000 that will vest based on performance metrics established under the Company’s Long-Term Incentive Program (“LTIP”) for the performance period beginning January 1, 2027 (the “2027 PSU”). The Company intends to recommend to the Board that the 2027 PSU be granted pursuant to the Company’s 2021 equity incentive plan at the same time as the Company’s 2027 focal grants are awarded to the Company’s executive officers.

The number of shares to be subject to the 2026 and 2027 PSUs and the RSU will be determined by dividing the target grant values of $1,000,000 and $3,700,000, respectively, by the 30-day trailing average of the Company’s common stock price immediately prior to the effective date of grant.

The Offer Letter Provides that Mr. Sinha will be eligible to enter into the Company’s Form of Executive Change in Control Severance Agreement and Form of Indemnification Agreement, copies of which have been included as Exhibit 10.12 and Exhibit 10.14, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Mr. Sinha has no family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. In addition, he is not party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.

The foregoing description of Mr. Sinha’s compensation arrangement with the Company is qualified in its entirety to the offer letter filed as Exhibit 10.1 to this Report, and incorporated by reference herein.

 

2


Item 7.01.

Regulation FD Disclosure

On August 6, 2026, the Company issued a press release announcing the leadership change described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Section 7.01 by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith and this list is intended to constitute the exhibit index.

 

Exhibit
Number
   Description
10.1    Offer Letter between Arteris, Inc. and Saurabh Sinha, dated July 16, 2026
99.1    Press Release dated August 6, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3


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: August 6, 2026

 

By:  

/s/ K. Charles Janac

Name:   K. Charles Janac
Title:   Chief Executive Officer

 

4

Exhibit 99.1

 

LOGO

Arteris Appoints Saurabh Sinha as Chief Financial Officer

CAMPBELL, Calif., – August 6, 2026 – Arteris, Inc. (Nasdaq: AIP), a leading provider of semiconductor technology for accelerating innovation in the AI era, today announced the appointment of Saurabh Sinha as Chief Financial Officer, effective September 8, 2026. Mr. Sinha succeeds Nick Hawkins, who is retiring after seven years with the company. Mr. Hawkins will provide continued support in an advisory role to facilitate a seamless transition.

“Arteris is executing on a significant growth opportunity as AI and semiconductor innovation drive increasing demand for sophisticated data movement system IP,” said K. Charles Janac, president and CEO of Arteris. “Saurabh is a seasoned public company CFO with a track record of helping technology companies scale. His experience in operational excellence, public company leadership, investor relations and capital markets will be invaluable as we execute our long-term strategy. We wholeheartedly welcome Saurabh to the Arteris management team.”

Janac continued, “I want to thank Nick Hawkins for his leadership and significant contributions to Arteris during his tenure. Nick helped lead Arteris through its successful IPO and built an exceptional finance organization. We wish Nick the best in his next chapter.”

“I am honored to join Arteris at such an exciting point in the company’s evolution,” said Saurabh Sinha. “Arteris has built an exceptional reputation as the trusted system IP partner for many of the world’s leading semiconductor innovators. As AI and other advances in semiconductor architecture continue to reshape computing and emerging application opportunities, the company’s technology, customer relationships and innovation-driven culture position it exceptionally well for continued growth. I’m excited to join the talented Arteris team to build on its success, generating long-term value for its customers, employees and shareholders.”

Mr. Sinha brings more than 25 years of financial leadership experience across public technology companies and high-growth private technology businesses, helping organizations scale operations, strengthen governance and create long-term shareholder value. Since September 2020, he has served as Chief Financial Officer of Aeva Technologies, where he led the company’s finance organization through its transition to the public markets and helped build the infrastructure to support its next phase of growth. Previously, he held senior financial leadership roles at a number of companies including InvenSense, Symmetricom, ShoreTel and JUUL.

Mr. Sinha holds a Bachelor of Commerce degree from the University of Delhi and an MBA from The Wharton School of the University of Pennsylvania.


LOGO

 

About Arteris

Arteris is a leading provider of semiconductor technology that accelerates the creation of high-performance, power-efficient silicon with built-in safety, reliability, and security. Innovative Arteris products are designed to optimize data movement and help ease complexity in the modern AI era with network-on-chip (NoC) interconnect intellectual property (IP), system-on-chip (SoC) software for integration automation and hardware security assurance. All are used by the world’s top technology companies to improve overall performance and engineering productivity, reduce risk, lower costs, and bring cutting-edge designs to market faster. Learn more at arteris.com.

© 2004-2026 Arteris, Inc. All rights reserved worldwide. Arteris, Arteris IP, the Arteris IP logo, and the other Arteris marks found at arteris.com/trademarks are trademarks or registered trademarks of Arteris, Inc. or its subsidiaries. All other trademarks are the property of their respective owners.

Media Contact:

Arteris

Gina Jacobs

+1.408.560.3044

newsroom@arteris.com

Investor Contact:

Sapphire Investor Relations, LLC

Erica Mannion and Michael Funari

+1 617 542 6180

IR@arteris.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements regarding the expected contributions of Mr. Sinha as Chief Financial Officer, the planned leadership transition, Mr. Hawkins’ continued service as executive advisor through February 2027, the Company’s growth strategy, operational execution, market opportunities, and long-term shareholder value. The words such as “may,” “will,” “could,” “expect,” “approximately,” “believe,” “estimate,” “future,” “guidance,” “outlook,” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on current expectations, estimates, and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from our current expectations. Factors that could cause actual results to differ materially include, among others, the Company’s ability to successfully execute its business strategy, retain and integrate key personnel, respond to changing market conditions, achieve expected operating results, and the other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Arteris undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by law.

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Filing Exhibits & Attachments

5 documents