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10-K2026-02-12· merged:deepseek-v4-flash

AIP · Arteris, Inc.

0001628280-26-007726

SEC filing

Summary

Revenue grew 22% to $70.6M, but net loss widened to $34.7M due to higher operating expenses.

Key takeaways

Full analysis

Business

Company Overview

Arteris is a leading provider of semiconductor system IP, including interconnect and other intellectual property (System IP). The company’s technology manages on-chip communications and IP block deployments, enabling data movement across chiplets, single-die and multi-die System-on-Chip (SoC) semiconductors. Founded in 2003, Arteris pioneered Network-on-Chip (NoC) IP technology and has expanded through acquisitions of Magillem (2020), Semifore (2022), and Cycuity (2026) to enhance SoC integration automation and hardware security verification.

Reporting Segments

The filing does not disclose formal reporting segments but organizes its business into three product categories: Network-on-Chip IP Products, SoC Integration Automation Software Solutions, and Hardware Security Verification Software Products. No revenue share by segment is provided.

Products & Platforms

Arteris offers a portfolio of NoC interconnect IP products: FlexGen, FlexNoC, FlexWay (non-coherent), Ncore (cache-coherent), and CodaCache (last-level cache). SoC Integration Automation software includes Magillem Connectivity for SoC assembly and Magillem Registers/CSRCompiler for hardware-software integration. Hardware security verification products, acquired via Cycuity, include Radix-S, Radix-M, and Radix-ST.

Go-To-Market & Customers

Arteris licenses its products directly to a global customer base including semiconductor manufacturers, OEMs, hyperscale system houses, and design houses. The company works directly with customers throughout the design cycle, with sales cycles typically ranging from six to twelve months. In 2025, one customer accounted for more than 10% of revenue. Geographic revenue distribution was 41.5% Americas, 10.9% Europe & Middle East, and 47.6% Asia Pacific.

Competition

The company faces competition primarily from internally developed interconnect solutions by its customers, as well as third-party providers including Arm and several smaller companies. For SoC Integration Automation, competition comes from internal developments and smaller point-product vendors. Arteris believes its extensive R&D investment and long history create barriers to entry.

Strategy

Arteris’s growth strategy includes leveraging System IP technology leadership, addressing high-growth markets (aerospace/defense, automotive, communications, consumer, enterprise, industrial, AI/ML), expanding the customer base through innovation and increased sales/marketing, and pursuing selective acquisitions. The company aims to deliver continuous innovation with at least one major new product annually.

Human Capital

As of December 31, 2025, Arteris had 299 employees: 170 in R&D (112 interconnect IP, 58 SoC integration automation), 81 in sales and marketing, and 48 in administration. Geographically, 150 employees are in France, 96 in the United States, and the remainder in China, Poland, South Korea, Japan, and elsewhere.

Period Performance

Period Performance

For fiscal year 2025, Arteris reported total revenue of $70.6 million, up 22% from $57.7 million in 2024. The growth was driven by a 21% increase in licensing, support and maintenance revenue to $63.9 million, and a 50% surge in variable royalties to $6.6 million. Gross profit rose to $63.7 million from $51.8 million, with gross margin stable at 90%. Operating expenses increased 16% to $96.8 million, led by a 29% jump in sales and marketing to $26.8 million due to higher headcount and stock-based compensation, and an 11% rise in R&D to $49.9 million related to next-generation product investments. Loss from operations widened to $33.1 million from $31.6 million, and net loss increased to $34.7 million from $33.6 million, reflecting a $0.82 loss per share.

Segment Dynamics

Arteris operates as a single reporting unit with two primary product categories: Interconnect Solutions IP and SoC Integration Automation software. While segment-level revenue is not disclosed, the MD&A notes that interconnect solutions arrangements typically span two to three years and are recognized ratably. SoC Integration Automation software licenses are time-based (one to three years) and recognized ratably due to customer termination rights. Royalty revenue, derived from customer product sales incorporating Arteris IP, grew 50%, indicating strong end-market demand. Geographically, 60.3% of revenue came from outside the US (down from 62.3% in 2024), with China contributing 24.5% (vs 29.2% prior).

Forward View

Management expects R&D expenses to increase in absolute terms and as a percentage of revenue in the near term as they invest in new products, but to decrease as a percentage over the medium-to-long term. Sales and marketing costs are anticipated to increase in absolute dollars but decline as a percentage of revenue due to productivity improvements. The company completed the acquisition of Cycuity in January 2026 for up to $45 million, aiming to strengthen data movement security offerings. Arteris maintains a full valuation allowance against deferred tax assets. Key performance indicators—ACV of $77.0 million (up 27%), confirmed design starts of 83 (up from 76), and RPO of $116.8 million (up 32%)—signal expanding customer engagement and future revenue visibility.

Notes & Operating Detail

Balance Sheet & Liquidity

As of December 31, 2025, Arteris held $33.9 million in cash and cash equivalents and $25.6 million in short- and long-term investments (marketable securities), for a combined liquidity of $59.5 million. Total debt consisted solely of vendor financing arrangements with a present value of $1.618 million. Stockholders' deficit was $14.6 million, driven by an accumulated deficit of $171.6 million partially offset by $156.8 million in additional paid-in capital. The deferred revenue balance grew to $95.3 million (including $51.4 million current and $44.0 million non-current), reflecting strong contract execution.

Commitments & Contractual Obligations

The Notes disclosed non-cancelable contracted but unsatisfied performance obligations of $112.4 million as of December 31, 2025, of which $56.8 million is expected to be recognized over the next 12 months. This includes $3.8 million in flexible spending account commitments. Vendor financing obligations totaled $1.618 million, with $1.241 million due within one year. Operating lease liabilities had a present value of $4.349 million, with total undiscounted cash flows of $5.241 million through 2030 and beyond. No material contractual non-cancelable commitments were reported beyond the above.

Capital Allocation (buybacks, dividends, debt, capex)

No stock repurchases were executed during 2025; the company has not authorized any buyback programs. No dividends have ever been declared or paid, and none are planned. Capital expenditures were $1.4 million (2.0% of sales). Debt repayments (vendor financing) totaled $1.5 million. There were no new debt issuances. The company's capital allocation strategy prioritizes organic investment, as evidenced by the $29.5 million spent on available-for-sale securities purchases and $1.9 million in proceeds from stock option exercises.

Segment / Geographic Mix (if disclosed at note level)

The company operates as a single reportable segment. Geographic revenue breakdown for 2025 was: Americas $29.3 million (41.5%, of which U.S. $28.0 million), Asia Pacific $33.6 million (47.6%, of which China $17.3 million, Korea $8.6 million), and Europe/Middle East $7.7 million (10.9%). Revenue growth was led by the Americas (up 29% YoY) and Korea (up 52% YoY). Property and equipment were concentrated in the U.S. (72.5%) and France (25.9%).

Risk Factors

Competitive & Market Risks

Arteris operates in a highly competitive semiconductor IP market against larger firms like Arm and Cadence, which possess greater financial and engineering resources. Customers may also develop IP internally, reducing demand for licensed solutions. The company's ability to secure 'design wins' is critical, as losing a bid can lock out revenue from that customer for years. Pricing pressure is intense, and the company has a history of net losses ($34.7M in 2025, accumulated deficit $171.6M), with no assurance of future profitability.

Regulatory & Geopolitical Risks

The most material regulatory risk stems from US export controls targeting advanced semiconductors, particularly to China. Arteris derived 24.5% of 2025 revenue from Chinese customers. The BIS regulations (October 2022, 2023, and December 2024) restrict sales to certain Chinese entities, and the new Outbound Investment Security Program (2025) further limits investments. Any escalation of US-China tensions, retaliatory Chinese measures, or inclusion of additional entities on the Entity List could materially reduce revenue. Geopolitical conflicts (Russia-Ukraine, Israel-Iran) also create business uncertainty and supply chain disruptions.

Financial & Operational Risks

Revenue is highly concentrated among a few customers; losing a key customer or design win would materially harm results. The sales cycle is long (6-9 months), and upfront R&D costs may not yield royalty revenue for years, if ever. Royalty rates face secular decline due to competition and customer consolidation. Seasonal Q4 sales spikes create quarterly volatility. The company has limited capital and may need future financing, which could dilute shareholders.

Technology & IP Risks

The success of new initiatives (e.g., AI integration, chip security via Cycuity) is uncertain. The company relies on third-party IP licenses, notably Qualcomm for FlexNoC, which contains a change-of-control provision that could impede strategic transactions. Product defects or errors could harm reputation and lead to liability. Cybersecurity threats are increasing, and data privacy regulations (GDPR, CCPA, China's PIPL) impose costly compliance obligations and potential fines up to 4% of global turnover.

Macroeconomic Risks

Inflation, rising interest rates, and potential recession reduce customer spending and delay product launches. The automotive and consumer electronics markets, key end markets, are cyclical and subject to downturns. Supply chain disruptions and chip shortages also affect customer ability to ship products, reducing royalty income.

Cash Flow Quality

Cash Flow Quality — Data Not Available

The provided excerpt from Arteris, Inc.'s 10-K for the fiscal year ended December 31, 2025, does not include the consolidated statements of cash flows. Although the index references the cash flow statement on page 80, the actual table is not reproduced in the text. Consequently, no cash flow metrics—such as cash from operations (CFO), capital expenditures (capex), free cash flow, or financing activities—can be extracted. The balance sheet shows a cash increase from $13.7M to $33.9M, and the income statement reports a net loss of $34.7M, but without the cash flow statement, the reconciliation and drivers of cash generation remain unknown. A full analysis would require the complete filing.