[Form 4] Arteris, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Arteris, Inc. (AIP) – Form 4 insider transaction filing

Vice President & Chief Financial Officer Nicholas B. Hawkins reported four open-market sales totalling 8,837 common shares during July 2025 at a weighted-average price of approximately $9.09 per share.

• 07/02/2025: Three sales (1,489 sh, 891 sh, 1,509 sh) at $8.9924 each, executed solely to satisfy tax-withholding obligations stemming from the release of restricted stock units (RSUs).
• 07/07/2025: Sale of 4,948 sh at a weighted average price of $9.2207; transaction executed under a pre-arranged Rule 10b5-1 trading plan adopted on 20-May-2024.

After these transactions, Hawkins’ direct beneficial ownership stands at 130,548 shares, down from roughly 139,385 shares, a reduction of about 6.3 % of his prior holdings. No derivative security activity was reported.

The filing does not disclose any option exercises, purchases, or new awards. All sales were made on the open market; the price range for the 07/07 trades was $9.00–$9.35.

Because a portion of the shares sold covered RSU-related tax liabilities and the remainder was executed under a previously established 10b5-1 plan, the transactions appear routine rather than opportunistic. Nevertheless, investors may note the modest decrease in insider ownership by a key executive.

Positive

• CFO retains a substantial 130,548-share stake, maintaining alignment with shareholders.
• Majority of sales were tax-withholding and executed under a Rule 10b5-1 plan, reflecting governance best practices and reducing perception of opportunistic selling.

Negative

• Insider sales totalling 8,837 shares (≈6.3 % of prior holdings) may be viewed cautiously by some investors despite routine explanations.

Insights

Equity Research Analyst

TL;DR CFO sold 6.3 % of holdings (~$80k); sales largely routine (tax & 10b5-1), limited signal for fundamentals.

Detail: The aggregate proceeds of roughly $80k are immaterial relative to both the CFO’s remaining stake and Arteris’ market capitalisation. Three-quarters of the shares disposed were explicitly for RSU tax-withholding, a common administrative action. The remaining 4,948 shares were sold under a disclosed 10b5-1 plan, signalling pre-commitment and mitigating concerns about information asymmetry. From a valuation perspective, the event does not alter cash flow, capital structure, or strategic outlook; therefore, impact to the investment thesis is minimal.

Corporate Governance Specialist

TL;DR Insider sales flagged, but pre-planned and small; governance risk low.

Routine tax-related sell-to-cover transactions are standard practice and transparent. The use of a 10b5-1 plan for the 07/07 sale aligns with best-practice governance, reducing litigation and perception risk. Hawkins retains a sizeable stake, maintaining alignment with shareholder interests. No red flags regarding undisclosed derivative positions or unusual timing are evident.

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)
07/02/2025

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	07/02/2025		S(1)		2,769	D	$8.9924	300,229	D
Common Stock	07/02/2025		S(1)		1,615	D	$8.9924	298,614	D
Common Stock	07/02/2025		S(1)		2,769	D	$8.9924	295,845	D
Common Stock	07/03/2025		S(2)		11,815	D	$9.2451(3)	284,030	D
Common Stock								9,889,071	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)
				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. 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 $9.12 to $9.40 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	07/07/2025
	** 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

How many Arteris (AIP) shares did the CFO sell?

Nicholas B. Hawkins sold a total of 8,837 common shares in July 2025.

What was the average sale price of the insider transactions?

The weighted-average price across all reported sales was about $9.09 per share.

Why were some shares sold by the Arteris CFO on 07/02/2025?

Those shares were sold to cover tax liabilities arising from the release of restricted stock units.

Was the 07/07/2025 sale pre-planned?

Yes. The 4,948-share sale was executed under a 10b5-1 trading plan adopted on 20-May-2024.

How many Arteris shares does the CFO still own after the transactions?

Following the reported sales, Hawkins continues to own 130,548 common shares directly.