AIP Insider Sale: Janac Disposes 1,246 Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Janac K. Charles, who serves as President and CEO, a director and a >10% owner of Arteris, Inc. (AIP), reported a sale of 1,246 shares of common stock on 09/02/2025 at a price of $8.9417 per share to satisfy the reporting person’s tax liability arising from the release of restricted stock units. After the transaction, the filing shows 188,539 shares beneficially owned directly by the reporting person, plus 9,839,071 shares indirectly held by Bayview Legacy, LLC and 56,252 shares indirectly held by the Charles and Lydia Janac Trust. The filer is the manager of Bayview Legacy, LLC and trustee of the trust. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Timely and specific disclosure of the insider sale including date, price, and reason (tax liability from RSU release)
• Clear ownership breakdown showing direct and indirect holdings and roles (manager/trustee) which aids transparency

Negative

• Insider sold shares, which some investors may view negatively even though sale was for tax withholding
• Concentrated indirect ownership (over 9.8 million shares via affiliated entities) could raise governance or liquidity considerations for some stakeholders

Insights

Corporate Governance Expert

TL;DR: Routine insider sale to cover taxes following RSU vesting; ownership structure remains concentrated through entity and trust.

The transaction is described as a sale of 1,246 shares to satisfy tax obligations from restricted stock unit release, a common administrative step that does not, by itself, indicate a change in corporate control or strategy. The reporting person retains substantial influence via direct ownership and significant indirect holdings through Bayview Legacy, LLC and the Charles and Lydia Janac Trust. The filing properly discloses roles: President and CEO, director, manager, and trustee, which clarifies voting and dispositive power.

Securities Analyst

TL;DR: Transaction size is small relative to total indirect holdings; sale appears non-economic (tax-related) rather than liquidity-driven.

Price and quantity are disclosed: 1,246 shares at $8.9417 on 09/02/2025. The post-transaction beneficial ownership totals are explicit: 188,539 direct, 9,839,071 indirect via Bayview Legacy, LLC, and 56,252 indirect via the family trust. Given the large indirect positions, this small disposition is unlikely to materially affect control or valuation based solely on the Form 4 information.

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

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)
09/02/2025

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	09/02/2025		S(1)		1,246	D	$8.9417	188,539	D
Common Stock								9,839,071	I	Bayview Legacy, LLC(2)
Common Stock								56,252	I	Charles and Lydia Janac Trust(3)

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. Shares sold to satisfy the Reporting Person's tax liability arising as a result of the release of restricted stock units.

2. 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.

3. 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	09/03/2025
	** 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 did Janac K. Charles report on Form 4 for AIP?

The filing reports a sale of 1,246 shares of Arteris common stock on 09/02/2025 at $8.9417 per share to satisfy tax liability from restricted stock units.

How many Arteris (AIP) shares does Janac K. Charles beneficially own after the sale?

After the reported transaction the filing shows 188,539 shares directly beneficially owned plus 9,839,071 shares indirectly via Bayview Legacy, LLC and 56,252 shares indirectly via the Charles and Lydia Janac Trust.

Why were shares sold according to the Form 4?

The explanatory note states the shares were sold to satisfy the reporting person’s tax liability arising from the release of restricted stock units.

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; the filer is also manager of Bayview Legacy, LLC and trustee of the Charles and Lydia Janac Trust.

When was the Form 4 signed?

The signature block shows the form was signed by an attorney-in-fact on 09/03/2025.