Chief Accounting Officer Bartels Laura Kathleen converted options into 6,758 units of Ordinary Shares and covered exercise/tax liability with 3,383 units of Ordinary Shares, increasing direct ownership by 17% to 23,441 units (SEC Form 4) (for tax liability)
$ARM
Semiconductors
Technology
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
ARM HOLDINGS PLC /UK [ ARM ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares(1) | 05/15/2026 | M | 3,588(2) | A | (3) | 23,654 | D | |||
| Ordinary Shares(1) | 05/15/2026 | M | 862(4) | A | (3) | 24,516 | D | |||
| Ordinary Shares(1) | 05/15/2026 | M | 2,308(5) | A | (3) | 26,824 | D | |||
| Ordinary Shares(1) | 05/15/2026 | F(6) | 3,383 | D | $209.16 | 23,441 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 05/15/2026 | A | 16,645 | (7) | (7) | Ordinary Shares | 16,645 | $0 | 38,440 | D | ||||
| Restricted Stock Units | (3) | 05/15/2026 | A | 69,570 | (8) | (8) | Ordinary Shares | 69,570 | $0 | 108,010 | D | ||||
| Restricted Stock Units | (3) | 05/15/2026 | M | 3,588 | (2) | (2) | Ordinary Shares | 3,588 | $0 | 104,422 | D | ||||
| Restricted Stock Units | (3) | 05/15/2026 | M | 862 | (4) | (4) | Ordinary Shares | 862 | $0 | 103,560 | D | ||||
| Restricted Stock Units | (3) | 05/15/2026 | M | 2,308 | (5) | (5) | Ordinary Shares | 2,308 | $0 | 101,252 | D | ||||
| Explanation of Responses: |
| 1. Ordinary shares, nominal value 0.001 GBP per share ("Ordinary Shares"), are held in the form of American Depositary Shares ("ADSs"). Each ADS represents 1 Ordinary Share. |
| 2. This restricted stock unit ("RSU") award was granted on May 1, 2025, 28.5% of which vested on May 15, 2026, with quarterly vesting of 6.5% thereafter, subject to continued service to the Company. |
| 3. Each RSU represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS. |
| 4. This RSU award was granted on May 13, 2024, 28.5% of which vested on May 15, 2025, with quarterly vesting of 6.5% thereafter, subject to continued service to the Company. |
| 5. This RSU award was granted on May 22, 2023, 28.5% of which vested on May 15, 2024, with quarterly vesting of 6.5% thereafter. The RSU award was fully vested on May 15, 2026. |
| 6. Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs. |
| 7. This RSU award was granted effective May 15, 2026, 28.5% will vest on May 15, 2027, with quarterly vesting of 6.5% thereafter, subject to continued service to the Company. |
| 8. This RSU award was granted effective May 15, 2026, 50% will vest on each of May 15, 2028 and May 15, 2029, subject to continued service to the Company. |
| Remarks: |
| /s/ George Kanelos, as Attorney-in-Fact for Laura Kathleen Bartels | 05/19/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||