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Form 8-K

sec.gov

8-K — Arteris, Inc.

Accession: 0001628280-26-054325

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001667011

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — aip-20260806.htm (Primary)

EX-99.1 (exhibit991q2fy268-k.htm)

GRAPHIC (aiplogo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: aip-20260806.htm · Sequence: 1

aip-20260806

FALSE000166701100016670112026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): August 6, 2026

ARTERIS, INC.

(Exact name of Registrant, as specified in its charter)

Delaware 001-40960 27-0117058

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

900 E. Hamilton Ave., Suite 300

Campbell, CA 95008

(Address of principal executive offices, including Zip code)

Registrant's telephone number, including area code: (408) 470-7300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Common Stock, $0.001 par value per share AIP The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02          Results of Operations and Financial Condition.

On August 6, 2026, Arteris, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release dated August 6, 2026

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 6, 2026

By: /s/ Nicholas B. Hawkins

Name: Nicholas B. Hawkins

Title:

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

3

EX-99.1

EX-99.1

Filename: exhibit991q2fy268-k.htm · Sequence: 2

Document

Arteris Announces Financial Results for the Second Quarter and Estimated Third Quarter and Updated Full Year 2026 Guidance

CAMPBELL, Calif. - August 6, 2026 - Arteris, Inc. (Nasdaq: AIP), a leading provider of semiconductor technology for accelerating innovation in the AI era, today announced financial results for the second quarter ended June 30, 2026 and provided estimated third quarter and updated full year 2026 guidance.

"In the second quarter we delivered multiple record-breaking results, including new highs in Annual Contract Value plus royalties exiting the quarter at $99.5 million, up 44% year-over-year, and record revenue, royalties and Remaining Performance Obligation” said K. Charles Janac, President and Chief Executive Officer of Arteris. "Customer design activity remained strong, with number of design starts up 21% over the trailing-twelve-months compared to the previous trailing-twelve-months, as the majority of new designs now incorporate some form of AI compute. Data center chip and chiplet development remains a key growth driver, with enterprise computing averaging 29% of our Annual Contract Value plus royalties over the past four quarters and AI infrastructure deals among our largest in the quarter. With this momentum, we believe we remain well positioned to support our customers as they innovate across data centers, edge devices, and physical AI systems in the years ahead,” concluded Janac.

Second Quarter 2026 Financial Highlights:

•Revenue of $24.1 million, up 46% year-over-year

•Trailing-twelve-months variable royalties of $8.6 million, up 65% year-over-year

•Annual Contract Value (ACV) plus royalties of $99.5 million, up 44% year-over-year

•Remaining Performance Obligation (RPO) of $135 million, up 36% year-over-year

•Operating loss of $13.9 million, compared to an operating loss of $8.2 million in the second quarter of 2025

•Non-GAAP operating loss of $4.6 million, compared to a Non-GAAP operating loss of $3.5 million in the second quarter of 2025

•Net loss of $14.1 million or $0.30 per share

•Non-GAAP net loss of $4.7 million or $0.10 per share

Second Quarter 2026 Business Highlights:

•Second quarter deal activity was driven by record customer engagement in enterprise computing, automotive, aerospace and defense, communications, consumer electronics, and industrial markets;

•Healthy design activity in the quarter, with a 21% year-over-year increase in customer confirmed design starts in the trailing-twelve-months ended June 30, 2026 compared to the previous trailing-twelve-months;

•Speedata, developer of the purpose-built Analytics Processing Unit (APU), has deployed Arteris in its Callisto processor for large-volume analytics processing for applications;

•Li Auto, a leader in China’s new energy vehicle market, deployed its in-house designed autonomous driving chips in their newest SUV, leveraging Arteris technology;

•SiEngine, a provider of advanced automotive chips, selected Arteris for its intelligent cockpit, advanced driver assistance, and AI cockpit-drive fusion solutions;

•Arm expanded its partnership with Arteris, licensing Arteris hardware security assurance technology, already in use in selected Arm CPUs; and

•Saurabh Sinha will join Arteris as Chief Financial Officer starting September 8, 2026. Saurabh joins from Aeva Technologies where he was instrumental in taking the company public on Nasdaq and in managing financial operations, capital allocation and investor relations.

Non-GAAP gross profit, Non-GAAP gross margin, Non-GAAP operating loss, Non-GAAP net loss, Non-GAAP net loss per share, and free cash flow are Non-GAAP financial measures. Additional information on Arteris’ historic reported results, including a reconciliation of these Non-GAAP financial measures to their most comparable GAAP measures, is included in the financial tables below.

Estimated Third Quarter and Updated Full Year 2026 Guidance:

Q3 2026

FY 2026

(in millions)

ACV + royalties

$99.0 - $103.0

$102.0 - $106.0

Revenue

$24.0 - $25.0

$95.0 - $98.0

Non-GAAP operating loss

$1.0 - $3.0

$7.0 - $10.0

Free cash flow

*

$5.0 - $9.0

*As previously mentioned during the first quarter 2026 earnings call, we will no longer provide quarterly free cash flow guidance.

The guidance provided above are forward-looking statements and reflects Arteris' expectations as of today's date. Actual results may differ materially. Refer to the section titled "Forward-Looking Statements" below for information on the factors, among others, that could cause our actual results to differ materially from these forward-looking statements.

A reconciliation of Non-GAAP guidance measures reported above to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to Arteris' results computed in accordance with GAAP.

Definitions of the other business metrics used in this press release including ACV, confirmed design starts and RPO are included below under the heading “Other Business Metrics.”

Conference Call

Arteris will host a conference call today on August 6, 2026 to review its second quarter 2026 financial results and to discuss its financial outlook.

Time:

4:30PM ET

United States/Canada Toll Free:

1-800-717-1738

International Toll:

1-646-307-1865

A live webcast will also be available in the Investor Relations section of Arteris’ website at: https://ir.arteris.com/events-and-presentations

A replay of the webcast will be available in the Investor Relations section of Arteris' website approximately two hours after the conclusion of the call and remain available for approximately 30 calendar days.

About Arteris

Arteris is a leading provider of semiconductor technology that accelerates the creation of high-performance, power-efficient silicon with built-in safety, reliability, and security. Innovative Arteris products are designed to optimize data movement and help ease complexity in the modern AI era with network-on-chip (NoC) interconnect intellectual property (IP), system-on-chip (SoC) software for integration automation and hardware security assurance. All are used by the world’s top technology companies to improve overall performance and engineering productivity, reduce risk, lower costs, and bring cutting-edge designs to market faster. Learn more at arteris.com.

© 2004-2026 Arteris, Inc. All rights reserved worldwide. Arteris, Arteris IP, the Arteris IP logo, and the other Arteris marks found at https://www.arteris.com/trademarks are trademarks or registered trademarks of Arteris, Inc. or its subsidiaries. All other trademarks are the property of their respective owners.

Investor Contacts:

Arteris

Nick Hawkins

Chief Financial Officer

IR@arteris.com

Sapphire Investor Relations, LLC

Erica Mannion and Michael Funari

+1 617 542 6180

IR@arteris.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including but not limited to, statements regarding market trends and whether we are well positioned to serve our customers as they innovate across data centers, edge devices, and physical AI systems in the years ahead, our long-term growth opportunity and future financial and operating performance, including our GAAP and Non-GAAP estimated third quarter and updated full year 2026 guidance. The words such as "may," "will," "could," "expect," "approximately," "believe," "estimate," "future," "guidance," "outlook," and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements contained herein are based on our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent our expectations as of the date of this press release. Subsequent events may cause these expectations to change, and we disclaim any obligation to update the forward-looking statements in the future, except as required by law. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from our current expectations. Important factors that could cause actual results to differ materially from those anticipated in our forward-looking statements include, but are not limited to, the significant competition we face from larger companies and third-party providers; our history of net losses; the amount of our future revenue recognition as it relates to our RPO as of June 30, 2026; whether semiconductor companies in the aerospace and defense market, automotive market, communications market, consumer electronics market, enterprise computing market, and industrial market incorporate our solutions into their end products and the growth and economic stability of these end markets; our ability to attract new customers and the extent to which our customers renew their subscriptions for our solutions; the ability of our customers’ end products achieving market acceptance or growth; our ability to sustain or grow our licensing revenue; our ability, and the cost, to successfully execute on research and development efforts; the occurrence of product errors or defects in our solutions; if we fail to offer high-quality support; the occurrence of macro-economic conditions that adversely impact us, our customers and their end product markets including, but not limited to, the imposition of tariffs in markets where we operate; the effects of geopolitical conflicts, such as the military conflict between Russia and Ukraine as well as the ongoing conflict in the Middle East; the range of regulatory, operational, financial and political risks we are exposed to as a result of our dependence on international customers and operations; our ability to protect our proprietary technology and inventions through patents and other IP rights; whether we are subject to any liabilities or fines as a result of government regulation, including import, export and economic sanctions laws and regulations; the occurrence of a disruption in our networks or a security breach; risks associated with doing business in China, including as a result of changes to trade relations between the United States and China; and the other factors described under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 to be filed with the Securities and Exchange Commission (SEC) on August 6, 2026. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances. Our results for the quarter ended June 30, 2026 are not necessarily indicative of our operating results for any future periods.

Arteris, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

Licensing, support and maintenance

$

20,824

$

15,088

$

40,096

$

30,423

Variable royalties

2,103

1,402

4,606

2,569

Professional services and other

1,207

12

2,368

42

Total revenue

24,134

16,502

47,070

33,034

Cost of revenue

3,607

1,742

6,857

3,268

Gross profit

20,527

14,760

40,213

29,766

Operating expenses:

Research and development

16,762

12,171

31,219

24,033

Sales and marketing

9,386

6,335

17,916

12,864

General and administrative

6,072

4,502

11,487

8,825

Acquisition-related costs

2,215

2,799

Total operating expenses

34,435

23,008

63,421

45,722

Loss from operations

(13,908)

(8,248)

(23,208)

(15,956)

Interest expense

(30)

(42)

(68)

(90)

Other income (expense), net

570

786

1,240

1,504

Loss before income taxes and loss from equity method investment

(13,368)

(7,504)

(22,036)

(14,542)

Loss from equity method investment, net of tax

780

2,989

1,595

Loss before income taxes

(13,368)

(8,284)

(25,025)

(16,137)

Provision for (benefit from) income taxes

697

846

(3,001)

1,114

Net loss

$

(14,065)

$

(9,130)

$

(22,024)

$

(17,251)

Net loss per share attributable to common stockholders, basic and diluted

$

(0.30)

$

(0.22)

$

(0.47)

$

(0.42)

Weighted-average shares used in computing per share amounts, basic and diluted

47,276,533

41,819,427

46,415,392

41,338,907

Arteris, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

As of

June 30,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$

93,270

$

33,901

Short-term investments

28,794

20,698

Accounts receivable, net of allowance of $73 as of both June 30, 2026 and December 31, 2025

15,222

19,183

Prepaid expenses and other current assets

9,055

8,608

Total current assets

146,341

82,390

Property and equipment, net

5,968

3,872

Long-term investments

1,198

4,946

Equity method investment

2,989

Operating lease right-of-use assets

4,918

3,919

Intangibles, net

18,767

2,168

Goodwill

35,299

4,178

Other assets

12,222

10,569

TOTAL ASSETS

$

224,713

$

115,031

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$

558

$

340

Accrued expenses and other current liabilities

30,442

19,094

Operating lease liabilities, current

1,466

1,233

Deferred revenue, current

59,577

51,367

Vendor financing arrangements, current

1,302

1,166

Total current liabilities

93,345

73,200

Deferred revenue, noncurrent

49,280

43,974

Operating lease liabilities, noncurrent

3,725

3,116

Vendor financing arrangements, noncurrent

2,193

452

Deferred income, noncurrent

5,867

6,452

Other liabilities

2,629

2,469

Total liabilities

157,039

129,663

Stockholders' equity (deficit):

Preferred stock, par value of $0.001 - 10,000,000 shares authorized and no shares issued and outstanding as of both June 30, 2026 and December 31, 2025

Common stock, par value of $0.001 - 300,000,000 shares authorized as of both June 30, 2026 and December 31, 2025; 49,051,892 and 44,268,816 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

49

44

Additional paid-in capital

261,174

156,776

Accumulated other comprehensive income

106

179

Accumulated deficit

(193,655)

(171,631)

Total stockholders' equity (deficit)

67,674

(14,632)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$

224,713

$

115,031

Arteris, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

Six Months Ended

June 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$

(22,024)

$

(17,251)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

2,861

1,689

Stock-based compensation

11,858

8,809

Amortization of deferred income

(585)

(585)

Loss from equity method investment

2,989

1,595

Deferred income taxes

(4,103)

Net accretion of discounts on available-for-sale securities

(69)

(221)

Change in fair value of contingent consideration liability

2,058

Other, net

(55)

378

Changes in operating assets and liabilities:

Accounts receivable, net

5,376

1,855

Prepaid expenses and other assets

(2,504)

(2,261)

Accounts payable

(794)

319

Accrued expenses and other liabilities

(2,916)

(277)

Deferred revenue

10,056

6,325

Net cash provided by operating activities

2,148

375

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

(890)

(538)

Purchases of available-for-sale securities

(16,329)

(17,160)

Proceeds from maturities of available-for-sale securities

11,978

18,282

Payments for business combination, net of cash acquired

(11,179)

Net cash (used in) provided by investing activities

(16,420)

584

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments under vendor financing arrangements

(681)

(558)

Proceeds from exercise of stock options

1,037

1,452

Proceeds from employee stock purchase plan

644

535

Proceeds from issuance of common stock under the at-the-market offering, net of commissions and offering costs

72,546

Other financing activities

93

27

Net cash provided by financing activities

73,639

1,456

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

59,367

2,415

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period

34,250

14,072

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

$

93,617

$

16,487

Non-GAAP Financial Measures

To supplement our financial results, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core performance. These non-GAAP measures, which may be different than similarly-titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We define "Non-GAAP gross profit" and "Non-GAAP gross margin" as GAAP gross profit and GAAP gross margin, respectively, adjusted for stock-based compensation expense included in cost of revenue and amortization of acquired intangible assets included in cost of revenue. We define “Non-GAAP loss from operations” as our GAAP loss from operations adjusted to exclude stock-based compensation expense, amortization of acquired intangible assets and acquisition-related costs, which include advisory, legal, accounting, valuation, other professional or consulting fees, integration costs and changes in the fair value of the contingent consideration related to our acquisition of Cycuity. We define “Non-GAAP net loss” as our net loss adjusted to exclude stock-based compensation, amortization of acquired intangible assets and acquisition-related costs.

We define “Non-GAAP net loss per share attributable to common stockholders, basic and diluted”, as our Non-GAAP net loss divided by our GAAP weighted-average number of shares outstanding for the period on a basic or diluted basis, respectively. Management uses this non-GAAP measure to evaluate the performance of our business on a comparable basis from period to period.

The above items are excluded from our Non-GAAP gross profit, Non-GAAP loss from operations and Non-GAAP net loss because these items are non-cash in nature, or are not indicative of our core operating performance, and render comparisons with prior periods and competitors less meaningful. We believe Non-GAAP gross profit, Non-GAAP loss from operations and Non-GAAP net loss provide useful supplemental information to investors and others in understanding and evaluating our results of operations, as well as provide a useful measure for period-to-period comparisons of our business performance.

We define free cash flow as net cash provided by (used in) operating activities less cash used for purchases of property and equipment. We believe that free cash flow is a useful indicator of liquidity that provides information to management and investors, even if negative, about the amount of cash provided by (used in) our operations other than that used for investments in property and equipment.

Other Business Metrics

Annual Contract Value (ACV) – we define Annual Contract Value for an individual customer agreement as the total fixed fees under the agreement divided by the number of years in the agreement term. Our total ACV is the aggregate ACVs for all our customers as measured at a given point in time. Total fixed fees includes licensing, support and maintenance and other fixed fees under IP licensing or software licensing agreements but excludes variable revenue derived from licensing agreements with customers, particularly royalties. We define ACV plus royalties as ACV plus the trailing-twelve-months variable royalties and other revenue.

Confirmed Design Starts – we define Confirmed Design Starts as when customers confirm their commencement of new semiconductor designs using our interconnect IP and notify us. Confirmed Design Starts is a metric management uses to assess the activity level of our customers in terms of the number of new semiconductor designs that are started using our interconnect IP in a given period. We believe that the number of Confirmed Design Starts is an important indicator of the growth of our business and future royalty revenue trends.

Remaining Performance Obligations (RPO) – we define Remaining Performance Obligations as the amount of contracted future revenue that has not yet been recognized, including deferred revenue, billed and unbilled cancelable and non-cancelable contracted amounts.

Arteris, Inc.

Reconciliation of GAAP Measures to Non-GAAP Measures

(In thousands)

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Gross profit

$

20,527

$

14,760

$

40,213

$

29,766

Add:

Stock-based compensation expense included in cost of revenue

384

232

705

437

Amortization of acquired intangible assets (1)

50

50

100

100

Non-GAAP gross profit

$

20,961

$

15,042

$

41,018

$

30,303

Gross margin

85

%

89

%

85

%

90

%

Non-GAAP gross margin

87

%

91

%

87

%

92

%

Research and development

$

16,762

$

12,171

$

31,219

$

24,033

Stock-based compensation expense

(2,562)

(1,926)

(4,818)

(3,898)

Amortization of acquired intangible assets (1)

(368)

(110)

(687)

(220)

Non-GAAP research and development

$

13,832

$

10,135

$

25,714

$

19,915

Sales and marketing

$

9,386

$

6,335

$

17,916

$

12,864

Stock-based compensation expense

(1,668)

(1,048)

(3,051)

(2,017)

Amortization of acquired intangible assets (1)

(359)

(57)

(676)

(114)

Non-GAAP sales and marketing

$

7,359

$

5,230

$

14,189

$

10,733

General and administrative

$

6,072

$

4,502

$

11,487

$

8,825

Stock-based compensation expense

(1,733)

(1,291)

(3,284)

(2,457)

Non-GAAP general and administrative

$

4,339

$

3,211

$

8,203

$

6,368

Acquisition-related costs

$

2,215

$

$

2,799

$

Acquisition-related costs (2)

(2,215)

(2,799)

Non-GAAP acquisition-related costs

$

$

$

$

Total operating expenses

$

34,435

$

23,008

$

63,421

$

45,722

Stock-based compensation expense

(5,963)

(4,265)

(11,153)

(8,372)

Amortization of acquired intangible assets (1)

(727)

(167)

(1,363)

(334)

Acquisition-related costs (2)

(2,215)

(2,799)

Total Non-GAAP operating expenses

$

25,530

$

18,576

$

48,106

$

37,016

Loss from operations

$

(13,908)

$

(8,248)

$

(23,208)

$

(15,956)

Stock-based compensation expense

6,347

4,497

11,858

8,809

Amortization of acquired intangible assets (1)

777

217

1,463

434

Acquisition-related costs (2)

2,215

2,799

Non-GAAP loss from operations

$

(4,569)

$

(3,534)

$

(7,088)

$

(6,713)

Net loss

$

(14,065)

$

(9,130)

$

(22,024)

$

(17,251)

Stock-based compensation expense

6,347

4,497

11,858

8,809

Amortization of acquired intangible assets (1)

777

217

1,463

434

Acquisition-related costs (2)

2,215

2,799

Non-GAAP net loss (3)

$

(4,726)

$

(4,416)

$

(5,904)

$

(8,008)

(1) Represents the amortization expenses of our intangible assets attributable to our acquisitions.

(2) Includes advisory, legal, accounting, valuation, other professional or consulting fees and integration costs associated with the Cycuity acquisition. Acquisition-related costs also include changes in the fair value of the contingent consideration related to our acquisition of Cycuity.

(3) Our GAAP tax provision is primarily related to foreign withholding taxes and income tax in profitable foreign jurisdictions. We maintain a full valuation allowance against our deferred tax assets in the US. Accordingly, there is no significant tax impact associated with these Non-GAAP adjustments.

Arteris, Inc.

Reconciliation of GAAP Measures to Non-GAAP Measures

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net loss per share attributable to common stockholders, basic and diluted

$

(0.30)

$

(0.22)

$

(0.47)

$

(0.42)

Per share impacts of adjustments to net loss (1)

$

0.20

$

0.11

$

0.34

$

0.22

Non-GAAP net loss per share attributable to common stockholders, basic and diluted

$

(0.10)

$

(0.11)

$

(0.13)

$

(0.20)

Weighted-average shares used in computing per share amounts, basic and diluted

47,276,533

41,819,427

46,415,392

41,338,907

(1) Reflects the aggregate adjustments made to reconcile Non-GAAP net loss to our net loss as noted in the above table, divided by the GAAP diluted weighted average number of shares of the relevant period.

Free Cash Flow

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

(in thousands)

Net cash provided by (used in) operating activities

$

9,210

$

(2,485)

$

2,148

$

375

Less:

Purchase of property and equipment

(595)

(355)

(890)

(538)

Free cash flow

$

8,615

$

(2,840)

$

1,258

$

(163)

Net cash (used in) provided by investing activities

$

(372)

$

705

$

(16,420)

$

584

Net cash provided by financing activities

$

72,757

$

1,508

$

73,639

$

1,456

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Aug. 06, 2026

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ARTERIS, INC.

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DE

Entity File Number

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Entity Tax Identification Number

27-0117058

Entity Address, Address Line One

900 E. Hamilton Ave.,

Entity Address, Address Line Two

Suite 300

Entity Address, City or Town

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CA

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City Area Code

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