Form 4: Arteris Inc. Insider Sells Shares Under 10b5-1 Plan

K. Charles Janac, President and CEO of Arteris, Inc., reported the sale of common stock valued at approximately $3.7 million under a pre-arranged trading plan.

Summary

• K. Charles Janac, President and CEO of Arteris, Inc., and a 10% owner, reported transactions on July 2, 2026.
• These transactions involved the sale of a total of 193,508 shares of common stock.
• A portion of the sales (3,221 shares) were made to satisfy tax liabilities arising from the release of restricted stock units, as mandated by the issuer.
• The majority of the sales (190,287 shares) were executed under a Rule 10b5-1 trading plan adopted on December 12, 2025, by Bayview Legacy, LLC, managed by Janac.
• The sales occurred at weighted average prices ranging from $34.20 to $43.51.
• Following these transactions, Janac directly and indirectly beneficially owns a significant number of shares.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing due to the significant volume of insider selling, despite the transactions being conducted under a pre-arranged plan.

Positives

• The sales related to tax liabilities were mandated by the issuer's equity incentive plan, indicating a standard procedure for managing restricted stock unit releases.
• The majority of the sales were conducted under a Rule 10b5-1 trading plan, which is designed to provide an affirmative defense against insider trading allegations by establishing a pre-determined plan for stock sales.
• The reporting person is a significant owner (10% owner) and holds a key executive position (President and CEO), suggesting a continued vested interest in the company.

Negatives

• A substantial number of shares were sold by a key executive and large shareholder.
• The total value of shares sold is approximately $3.7 million, which could be interpreted as a lack of confidence by management, despite being executed under a plan.

Risks

• Potential for negative market perception due to significant insider selling, even if conducted under a 10b5-1 plan.
• The weighted average sale prices indicate a range of transactions, some at lower prices, which could be a concern for investors if the stock price declines further.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions.

Management Comments

• Sales related to tax liabilities 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.
• 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.

Industry Context

StockSavvy.ai notes that insider selling, even under a 10b5-1 plan, can sometimes lead to increased scrutiny from investors. However, the adoption of such plans is a common and accepted practice for executives to diversify their holdings or manage personal financial obligations without triggering insider trading concerns.

Related Party Transactions

• The sales by K. Charles Janac as manager of Bayview Legacy, LLC, represent a transaction involving a related party (Bayview Legacy, LLC) where Janac has beneficial ownership and control.

Stakeholder Impact

• Shareholders: May perceive insider selling as a negative signal, potentially impacting stock price, although the 10b5-1 plan mitigates insider trading concerns.
• Employees: May be influenced by management's stock transactions, especially if they are also participants in equity incentive plans.
• Management: K. Charles Janac is managing personal financial obligations and tax liabilities through these sales.

Next Steps

• The reporting person will continue to hold shares beneficially owned directly and indirectly.
• The company's management will likely continue to utilize equity incentive plans and associated tax management strategies.

Key Dates

Recommendation

The filing reports significant insider selling by a key executive. While the sales are conducted under a Rule 10b5-1 plan, which is a standard practice to avoid insider trading concerns, the volume of shares sold warrants attention. Without further information on the company's performance or future prospects, a 'hold' recommendation is prudent, suggesting investors monitor the stock for further developments and management commentary.

Keywords

Arteris Inc., K. Charles Janac, Form 4, Insider Trading, 10b5-1 Plan, Stock Sale, Restricted Stock Units, Beneficial Ownership, SEC Filing, Executive Compensation