Why were Charles Janac’s Arteris (AIP) share sales described as tax-related?

The filing states the shares were sold to satisfy Janac’s tax liability arising from the release of restricted stock units. Arteris’ equity incentive plans mandate a “sell to cover” approach, meaning shares are automatically sold to fund withholding taxes rather than being sold at his discretion.

Arteris (AIP) CEO tax-related sale of 20,809 shares under 10b5-1 plan

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Arteris, Inc. President and CEO Charles Janac reported tax-related stock sales. He sold a total of 20,809 shares of common stock in open-market transactions on April 2 and April 6, 2026 at weighted average prices of about $17.6528 and $18.3394 per share.

The company explains these sales were made solely to satisfy his tax liability from the release of restricted stock units under a mandated “sell to cover” feature of its equity incentive plans, and are not discretionary trades. The filing also notes the transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on March 5, 2025.

After these trades, Janac holds 196,729 shares directly, plus indirect holdings of 9,189,071 shares through Bayview Legacy, LLC and 56,252 shares through the Charles and Lydia Janac Trust, where he has voting and dispositive authority.

Insider Trade Summary 10b5-1

Net Seller: 20,809 shares ($375,439)

Net Sell 7 txns

Insider JANAC K CHARLES

Role President and CEO

Sold 20,809 shs ($375K)

Type	Security	Shares	Price	Value
Sale	Common Stock	11,800	$18.3394	$216K
Sale	Common Stock	1,618	$17.6528	$29K
Sale	Common Stock	1,843	$17.6528	$33K
Sale	Common Stock	2,774	$17.6528	$49K
Sale	Common Stock	2,774	$17.6528	$49K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 196,729 shares (Direct); Common Stock — 9,189,071 shares (Indirect, Bayview Legacy, LLC)

Footnotes (1)

Shares sold to satisfy the Reporting Person's tax liability arising as a result of the release of restricted stock units. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person. 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 $18.20 to $18.63 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.

Key Figures

Total shares sold: 20,809 shares April 2 sale price: $17.6528 per share April 6 sale price: $18.3394 per share +4 more

7 metrics

Total shares sold 20,809 shares Net common shares sold in reported transactions

April 2 sale price $17.6528 per share Weighted average sale price on April 2, 2026

April 6 sale price $18.3394 per share Weighted average sale price on April 6, 2026

Direct holdings after sale 196,729 shares Shares of Arteris common stock held directly by CEO

Bayview Legacy, LLC holdings 9,189,071 shares Indirect Arteris holdings via Bayview Legacy, LLC

Charles and Lydia Janac Trust holdings 56,252 shares Indirect Arteris holdings via family trust

Rule 10b5-1 plan adoption date March 5, 2025 Date CEO adopted the trading plan covering these sales

Key Terms

restricted stock units, sell to cover, Rule 10b5-1 trading plan, weighted average sale price, +1 more

5 terms

restricted stock units financial

"tax liability arising as a result of the release of restricted stock units"

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.

sell to cover financial

"require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

Rule 10b5-1 trading plan regulatory

"Transaction made pursuant to a 10b5-1 trading plan that was adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average sale price financial

"The price reported in Column 4 is a weighted average sale price."

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

Form 4 Insider Transactions: What Each Field Means →

04/06/2026 - 06:00 PM

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).

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

CALIFORNIA

95008

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2026		S⁽¹⁾		1,618	D	$17.6528	215,920	D
Common Stock	04/02/2026		S⁽¹⁾		1,843	D	$17.6528	214,077	D
Common Stock	04/02/2026		S⁽¹⁾		2,774	D	$17.6528	211,303	D
Common Stock	04/02/2026		S⁽¹⁾		2,774	D	$17.6528	208,529	D
Common Stock	04/06/2026		S⁽²⁾		11,800	D	$18.3394⁽³⁾	196,729	D
Common Stock								9,189,071	I	Bayview Legacy, LLC⁽⁴⁾
Common Stock								56,252	I	Charles and Lydia Janac Trust⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

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

3. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $18.20 to $18.63 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.

4. 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.

5. 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	04/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Arteris (AIP) CEO Charles Janac report in this Form 4?

Charles Janac reported selling 20,809 Arteris common shares in open-market transactions. The filing states these sales were to cover taxes from restricted stock unit vesting under the company’s equity plans, rather than discretionary portfolio trades, and were executed under a pre-arranged Rule 10b5-1 plan.

How many Arteris (AIP) shares did the CEO sell and at what prices?

The CEO sold 20,809 common shares in total. Shares sold on April 2, 2026 were at a weighted average price of $17.6528, while the April 6, 2026 sale occurred at a weighted average price of $18.3394, with individual trades between $18.20 and $18.63.

Was the Arteris (AIP) CEO’s stock sale under a Rule 10b5-1 trading plan?

Yes. A footnote explains the transactions were made pursuant to a Rule 10b5-1 trading plan adopted by Charles Janac on March 5, 2025. Such plans are pre-arranged trading programs designed to execute trades automatically, reducing the role of discretionary timing by insiders.

How many Arteris (AIP) shares does the CEO own after these transactions?

Following the reported sales, Janac holds 196,729 shares directly. He also has indirect holdings of 9,189,071 shares through Bayview Legacy, LLC and 56,252 shares through the Charles and Lydia Janac Trust, where he serves as manager or trustee with voting and dispositive power.

Are the Arteris (AIP) CEO’s remaining holdings mostly direct or indirect?

The filing shows Janac’s largest position is indirect. He has 9,189,071 shares held through Bayview Legacy, LLC and 56,252 shares in the Charles and Lydia Janac Trust, compared with 196,729 shares held directly in his own name after completing the tax-related sales.