Hawkins Nicholas B. 4

What Happened
Nicholas B. Hawkins, Chief Financial Officer of Arteris, exercised stock options and sold common shares on May 15, 2026. He exercised 197,396 option shares at $0.56 (cost $110,542) and 15,625 option shares at $9.28 (cost $145,000), for a total of 213,021 shares acquired via exercise. On the same day he disposed of 221,035 shares in open-market transactions, generating gross proceeds of approximately $7,381,778 (sales reported as three blocks: 52,928 @ $32.97, 164,916 @ $33.51, and 3,191 @ $34.59). The filing also shows corresponding derivative “disposed” entries at $0.00 for the exercised option amounts (common when shares are withheld to cover exercise cost or tax withholding).

Key Details

• Transaction date: May 15, 2026. Filing date / Period of Report: May 15, 2026 (timely filed).
• Options exercised: 197,396 @ $0.56 = $110,542; 15,625 @ $9.28 = $145,000 (total cash paid for exercise $255,542).
• Shares sold (open market): 52,928 @ $32.97 = $1,745,296 (F1), 164,916 @ $33.51 = $5,526,121 (F2), 3,191 @ $34.59 = $110,361 (F3). Total gross proceeds ≈ $7,381,778.
• Footnotes: F1–F3 note the reported sale prices are weighted averages; actual sale prices in each block ranged across the listed price bands (F1: $32.18–$33.175; F2: $33.18–$33.98; F3: $34.42–$34.65). The reporting person will provide full breakdowns on request.
• Vesting/option details: F4 = incentive stock options vesting schedule (initial 25% vesting 11/11/2020, remainder monthly over 3 years); F5 = non‑qualified stock options vesting quarterly starting 4/1/2025.
• Shares owned after the transactions: not specified in the provided filing excerpt.

Context

• This filing shows an option exercise combined with same‑day open‑market sales. The $0.00 "disposed" entries typically reflect shares withheld or surrendered in connection with the exercise (e.g., to satisfy exercise price or tax withholding) rather than a separate cash sale.
• Sales by insiders are often routine (liquidity or tax events); the filing is factual and does not indicate the insider’s motivation.