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AIP Form 4: Janac reports planned sale; retains large holdings

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Janac K Charles, President and CEO of Arteris, Inc. (AIP) and a director with 10% ownership, reported a planned sale of common stock executed on 09/04/2025 under a 10b5-1 trading plan adopted March 5, 2025. The reported transaction shows 2,057 shares sold at a weighted average price of $8.7255, with individual sale prices ranging from $8.5750 to $8.8900.

Following the sale, the reporting person beneficially owns 186,482 shares directly and indirectly holds 9,839,071 shares through Bayview Legacy, LLC and 56,252 shares through the Charles and Lydia Janac Trust. The filer provided the standard footnote offering to supply detailed per-price sale information on request.

Positive

  • Transaction executed under a 10b5-1 trading plan, indicating the sale was pre-authorized and compliant with insider trading rules.
  • Detailed disclosure of weighted average sale price and price range ($8.7255; $8.5750 to $8.8900) with offer to provide per-trade prices on request.
  • Significant retained beneficial ownership: 186,482 shares directly plus 9,839,071 and 56,252 shares indirectly via Bayview Legacy, LLC and the Charles and Lydia Janac Trust.

Negative

  • None.

Insights

TL;DR: Routine, pre-planned insider sale under a 10b5-1 plan; large beneficial ownership remains.

The filing documents a small disposition of 2,057 shares executed under a previously adopted 10b5-1 plan, indicating the sale was pre-authorized and not a spontaneous market trade. The weighted average sale price is disclosed as $8.7255 with a stated price range; the filer offers to disclose per-trade prices if requested. Importantly, the reporting person retains substantial economic exposure: 186,482 shares directly and an additional 9.895323 million shares indirectly through an LLC and a trust, which preserves significant alignment with shareholders.

TL;DR: Disclosure adheres to Section 16 rules and documents appropriate use of a 10b5-1 plan.

The Form 4 clearly identifies the reporting persons roles (President & CEO, director, 10% owner) and cites that the transaction was made pursuant to a 10b5-1 trading plan adopted on March 5, 2025, which supports the affirmative defense against insider trading claims. Signatures and explanatory footnotes are present and the filing specifies the reporting persons managerial and trustee relationships for indirect holdings, supporting transparency in control and beneficial ownership reporting.

Insider JANAC K CHARLES
Role President and CEO
Sold 2,057 shs ($18K)
Type Security Shares Price Value
Sale Common Stock 2,057 $8.7255 $18K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 186,482 shares (Direct); Common Stock — 9,839,071 shares (Indirect, Bayview Legacy, LLC)
Footnotes (1)
  1. Transaction made pursuant to a 10b5-1 trading plan that was adopted by the Reporting Person on March 5, 2025. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $8.5750 to $8.8900 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. 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. The shares are held by Charles and Lydia Janac Trust, for which the Reporting Person serves as trustee.
Form 4 Insider Transactions: What Each Field Means →
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)
09/04/2025
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 09/04/2025 S(1) 2,057 D $8.7255(2) 186,482 D
Common Stock 9,839,071 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 $8.5750 to $8.8900 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 09/08/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Janac K Charles disclose on Form 4 for AIP?

The Form 4 discloses a sale of 2,057 Arteris (AIP) shares on 09/04/2025 executed under a 10b5-1 trading plan at a weighted average price of $8.7255.

Was the sale by Janac K Charles part of a 10b5-1 plan?

Yes. The filing states the transaction was made pursuant to a 10b5-1 trading plan adopted by the reporting person on March 5, 2025.

How many AIP shares does Janac K Charles beneficially own after the transaction?

After the reported sale, the reporting person beneficially owns 186,482 shares directly and indirectly holds 9,839,071 and 56,252 shares via Bayview Legacy, LLC and the Charles and Lydia Janac Trust, respectively.

What price range were the shares sold at in the reported transaction?

The shares were sold at prices ranging from $8.5750 to $8.8900, with a weighted average price of $8.7255.

What roles does the reporting person hold at Arteris, Inc.?

The Form 4 lists Janac K Charles as President and CEO, a Director, and a 10% owner of Arteris, Inc.