AIP Form 4: CEO Janac executes 10b5-1 sales totaling 105,755 shares

Rhea-AI Filing Summary

Arteris, Inc. director, president and CEO Janac K. Charles reported sales under a pre-established 10b5-1 plan. On 10/06/2025 the reporting person sold 5,755 shares at a listed price of $14 and sold an additional 100,000 shares at a weighted average price of $13.1045 (individual trades ranged from $12.50 to $13.85). After these transactions, direct beneficial ownership is reported as 161,759 shares and indirect ownership through entities is 9,739,071 shares. The filing notes the sales were executed pursuant to a trading plan adopted on 03/05/2025.

Positive

• Sales executed under a 10b5-1 trading plan, which provides structured timing and an affirmative defense when adopted in good faith
• Reporting person retains substantial indirect ownership of 9,739,071 shares after the transactions, indicating continued alignment with shareholders

Negative

• Insider sold 100,000 shares (plus 5,755 shares) on 10/06/2025, which could reduce insider-held liquidity buffer
• Weighted average sale price for the larger tranche was $13.1045, below one reported sale at $14, indicating sales executed across a price range

Insights

Corporate Governance Specialist

Insider sales occurred under a documented 10b5-1 plan; ownership remains concentrated.

The reporting person holds multiple roles as President & CEO, director and a 10% owner, and retains significant indirect ownership totaling 9,739,071 shares after the reported sales. The filing explicitly states the sales were made under a 10b5-1 plan adopted on 03/05/2025, which provides an affirmative defense against insider trading claims when properly adopted.

Key dependencies include the continued existence of the plan and any future scheduled transactions; investors may note the filing date 10/08/2025 as the formal report date for these executed trades.

Equity Trading Analyst

Executed sales were modest relative to total beneficial holdings; proceeds reflect routine plan-driven liquidity.

The reporting person sold a total of 105,755 shares on 10/06/2025 at prices ranging from $12.50 to $14, with a weighted average of $13.1045 for the larger tranche. Compared with combined reported ownership (~9.9M shares), the trades represent a small percentage of aggregate holdings.

Primary risks to monitor are any additional scheduled dispositions under the 10b5-1 plan and whether future filings show materially larger sales; those would be the near-term items to watch.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JANAC K CHARLES

(Last) (First) (Middle)

C/O ARTERIS, INC.

900 E. HAMILTON AVE., SUITE 300

(Street)

CAMPBELL CA 95008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arteris, Inc. [ AIP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/06/2025		S(1)		5,755	D	$14	161,759	D
Common Stock	10/06/2025		S(1)		100,000	D	$13.1045(2)	9,739,071	I	Bayview Legacy, LLC(3)
Common Stock								56,252	I	Charles and Lydia Janac Trust(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Transaction made pursuant to a 10b5-1 trading plan that was adopted by the Reporting Person on March 5, 2025.

2. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $12.50 to $13.85 inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The Reporting Person is the manager of Bayview Legacy, LLC and as such is deemed to have voting and dispositive power of the shares beneficially owned by Bayview Legacy, LLC.

4. The shares are held by Charles and Lydia Janac Trust, for which the Reporting Person serves as trustee.

Remarks:

	/s/ Paul Alpern, as Attorney-in-Fact for JANAC K CHARLES	10/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Arteris (AIP) report on the Form 4?

Director and CEO Janac K. Charles reported sales of 5,755 shares at $14 and 100,000 shares at a weighted average of $13.1045 on 10/06/2025.

Were the sales by Janac K. Charles tied to a trading plan?

Yes. The filing states the transactions were made pursuant to a 10b5-1 trading plan adopted on 03/05/2025.

How much beneficial ownership does the reporting person hold after the transactions?

After the reported sales, the filing shows 161,759 shares held directly and 9,739,071 shares held indirectly, principally through Bayview Legacy, LLC and the Charles and Lydia Janac Trust.

Did the filing disclose the price range for the sales?

Yes. The filing discloses the larger tranche was sold at a weighted average of $13.1045, with individual sale prices ranging from $12.50 to $13.85.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by /s/ Paul Alpern, as Attorney-in-Fact for JANAC K CHARLES and dated 10/08/2025.