Form 4: Arteris CEO Sells Shares Under 10b5-1 Plan

Arteris, Inc. President and CEO, Janac K. Charles, reported the sale of 130,000 shares of common stock in early December 2025 through a pre-arranged 10b5-1 trading plan.

Summary

• Janac K. Charles, President and CEO of Arteris, Inc. and a 10% owner, reported sales of common stock.
• A total of 130,000 shares were sold across two transactions on December 5, 2025, and December 8, 2025.
• The sales were executed under a Rule 10b5-1 trading plan that was adopted on March 5, 2025.
• On December 5, 2025, 60,000 shares were sold at a weighted average price of $17.0779, with individual transaction prices ranging from $16.75 to $17.36.
• On December 8, 2025, 70,000 shares were sold at a weighted average price of $17.7138, with individual transaction prices ranging from $17.39 to $18.185.
• Following these transactions, Charles Janac beneficially owns 9,469,071 shares indirectly through Bayview Legacy, LLC, 158,455 shares directly, and 56,252 shares indirectly through the Charles and Lydia Janac Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, the fact that these sales were conducted under a pre-arranged 10b5-1 plan mitigates concerns that the sales are based on new, adverse material information. It suggests personal financial planning rather than a change in outlook for the company.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, adopted on March 5, 2025, indicating a structured approach to personal financial management rather than an immediate reaction to new company developments.

Negatives

• The President and CEO, also a 10% owner, reduced his beneficial ownership by 130,000 shares, which could be perceived by some investors as a lack of confidence, despite the pre-arranged nature of the sales.

Management Comments

• Janac K. Charles, as President and CEO and a 10% owner, executed these transactions as part of a pre-established Rule 10b5-1 trading plan.

Industry Context

This filing reports an insider transaction and does not provide information directly related to broader industry trends or competitors.

Related Party Transactions

• Shares are indirectly held by Bayview Legacy, LLC, for which the Reporting Person is the manager and is deemed to have voting and dispositive power.
• Shares are indirectly held by Charles and Lydia Janac Trust, for which the Reporting Person serves as trustee.

Stakeholder Impact

• Shareholders may interpret the insider selling as a potential signal, though the 10b5-1 plan suggests it's for personal financial management rather than a reflection of company performance.

Key Dates

Recommendation

The sales by the CEO were executed under a pre-arranged 10b5-1 trading plan, which typically indicates personal financial planning rather than a change in the insider's view of the company's fundamental prospects. While insider selling is generally not a positive signal, the planned nature reduces its negative impact. Therefore, a 'hold' recommendation is appropriate, suggesting investors maintain their current position while monitoring future developments.

Keywords

Arteris, AIP, Form 4, insider trading, stock sale, 10b5-1 plan, CEO, beneficial ownership